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                                                                Exhibit 10 (c).3






                           RESTRICTED STOCK AGREEMENT

                              (LONG TERM INCENTIVE)

                                     BETWEEN

                       FLORIDA EAST COAST INDUSTRIES, INC.

                                       AND


                                ADOLFO HENRIQUES






                              DATED: MARCH 28, 2005





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         THIS AGREEMENT dated March 28, 2005, by and between Florida East Coast
Industries, Inc. (the "Corporation"), and Adolfo Henriques (the "Employee").

         The parties agree as follows:

         1. Grant of Restricted Stock. The Corporation hereby grants to the
         Employee, subject to the terms and conditions herein set forth, Eighty
         Thousand (80,000) shares of the Corporation's Common Stock (the
         "Restricted Stock").

         2. Terms and Conditions. The Restricted Stock is subject to the
         following terms and conditions:

                  (a) Limited Nontransferability. This Restricted Stock shall be
         nontransferable during the term of the Restrictions (as hereinafter set
         forth) except by will or by the laws of descent and distribution.

                  (b) Restrictions and Lapse of Restrictions. The Restricted
         Stock shall be subject to the Employee's continued employment by the
         Corporation or a parent or subsidiary corporation (the "Restrictions"),
         which restrictions shall lapse in equal amounts on each of the first
         three anniversary dates of the Effective Date of Employee's Employment
         Agreement.

         Notwithstanding the foregoing, (i) upon the occurrence of a termination
         without Cause (including by reason of death or Disability (as defined
         in Employee's Employment Agreement)) or Resignation with Good Reason
         (in each case as defined in the Employee's Employment Agreement) or
         (ii) if Employee's employment is terminated without cause or Employee
         resigns with Good Reason (in each case as defined in the Change in
         Control Agreement) within the time periods set forth in such Change in

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         Control Agreement and due to such Change in Control, all Restrictions
         shall lapse upon the effective date of the termination or resignation.

         3. Forfeiture of Restricted Stock Upon Termination of Employment. The
         rights of the Employee and his successors in interest in Restricted
         Stock on which the Restrictions have not lapsed pursuant to paragraph
         2(b) shall terminate in full when the Employee's employment with the
         Corporation or a parent or subsidiary corporation is terminated by the
         Corporation for Cause (as defined in the Employment Agreement or the
         Change in Control Agreement), or by the Employee without Good Reason
         (as defined in the Employment Agreement or the Change in Control
         Agreement).

4.       Dividends/Distributions. The Corporation shall pay to the Employee any
         dividends or other distributions payable with respect to the Restricted
         Stock, notwithstanding the Restrictions, beginning on the date hereof
         but not beyond the date of any forfeiture thereof pursuant to the
         provisions of paragraph 3.

         5. Withholding. The Employee agrees to make arrangements satisfactory
         to the Corporation to comply with any income tax withholding
         requirements that may apply upon the lapse of the Restrictions on the
         Restricted Stock. The Employee will be entitled to elect to satisfy his
         tax withholding obligation by the withholding by the Corporation, at
         the appropriate time, of shares of the Corporation's Common Stock from
         the Restricted Stock in a number sufficient, based upon the fair market
         value (as defined below) of such Common Stock on the relevant date or
         by tendering shares already owned by the Employee for at least six
         months to satisfy such tax withholding requirements. For purposes of
         this Agreement, "fair market value" means, as of any given date, the
         closing price of the Corporation's Common Stock on such date as quoted
         in the NYSE Composite Transactions Report in the Wall Street Journal.
         If there were no sales

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         reported as of a particular date, fair market value will be computed as
         of the last date preceding such date on which a sale was reported.

         6. Delivery of Certificates. The Corporation may delay delivery of the
         certificate for shares granted hereunder until (i) the admission of
         such shares to listing on any stock exchange on which the Corporation's
         Common Stock may then be listed, (ii) completion of any registration or
         other qualification of such shares under any state or federal law
         regulation that the Corporation's counsel shall determine as necessary
         or advisable, and (iii) receipt by the Corporation of advice by counsel
         that all applicable legal requirements have been complied with.

         7. Dispute Resolution. Any dispute or controversy arising under or in
         connection with this Agreement shall be settled in accordance with the
         dispute resolution provisions of the Employment Agreement, including
         the provisions relating to attorney's fees.

         8. Miscellaneous.

                  (a) This Agreement shall be governed by and construed in
         accordance with the laws of the State of Florida, without reference to
         principles of conflict of laws. The captions of this Agreement are not
         part of the provisions hereof and shall have no force or effect. This
         Agreement may not be amended or modified otherwise than by a written
         agreement executed by the parties hereto or their respective successors
         and legal representatives.

                  (b) This Agreement, the Employment Agreement and the Change in
         Control Agreement constitute the entire agreement between the parties
         with respect to the subject matter hereof. In the event of any
         inconsistency between the provisions of this Agreement and the
         provisions of the Plan, the provisions of this Agreement shall govern.


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                  (c) All notices and other communications hereunder shall be in
         writing and shall be given by hand delivery to the other party or by
         registered or certified mail, return receipt requested, postage
         prepaid, or by telecopier, or by courier, address as follows: If to the
         Employee to: to the last address on the records of the Corporation and
         if to the Corporation to: One Malaga Street; St. Augustine, Florida
         32084; Attention: Corporate Secretary; Facsimile: 904-826-2379 or to
         such other address as either party shall have furnished to the other in
         writing in accordance herewith. Notice and communications shall be
         effective when actually received by the addressee.

                  (d) The invalidity or unenforceability of any provision of
         this Agreement shall not affect the validity or enforceability of any
         other provision of this Agreement.

                  (e) The Employee's or the Corporation's failure to insist upon
         strict compliance with any provision hereof or any other provision of
         this Agreement or the failure to assert any right the Employee or the
         Corporation may have hereunder, shall not be deemed to be a waiver of
         such provision or right or any other provision or right of this
         Agreement.

                                           FLORIDA EAST COAST INDUSTRIES, INC.

                                           By: /s/ Allen C. Harper
                                               --------------------------------
                                               Allen C. Harper
                                               Chairman, Compensation Committee

Agreed and Accepted:

/s/ Adolfo Henriques
---------------------------
Adolfo Henriques

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