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Exhibit 10 (e)


                       FLORIDA EAST COAST INDUSTRIES, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         FLORIDA EAST COAST INDUSTRIES, INC. (the "Company"), does hereby
establish and adopt the following Supplemental Executive Retirement Plan (the
"Plan"), effective March 28, 2005.

         The purpose of this Plan is to provide specified benefits to a select
group of management or highly compensated employees who contribute materially to
the continued growth, development and future business success of the Company. It
is intended that this Plan, by providing this benefit, will assist the Company
in attracting, motivating and retaining such individuals. This Plan shall be
unfunded for tax purposes and for purposes of Title I of ERISA.

1.       DEFINITIONS

         1.1 "Account" means the account maintained on the books of the Company
used solely to calculate the amount payable to the Participant under this Plan
and shall not constitute a separate fund of assets.

         1.2 "Account Balance" means the amount credited to the Participant's
Account under Sections 3.1 and 3.2 of this Plan.

         1.3 "Beneficiary" means the Participant's Surviving Spouse or, if none,
the person designated in writing as such to the Committee on a form designated
for such or, if neither, the Participant's estate.

         1.4 "Board" means the Board of Directors of the Company.

         1.5 "Cause" shall have the same meaning as that term has under the
Participant's employment agreement or, if no such agreement is then in effect,
the following meaning:

                  (a) a (i) material breach by the Participant of the
         obligations under any written agreement with the Company or (ii)
         failure to attempt in good faith to perform the Participant's duties
         and responsibilities (other than as a result of incapacity due to
         physical or mental illness), in either case, which is demonstrably
         willful and deliberate on the Participant's part provided that such
         breach or failure is not remedied within ten (10) days after receipt of
         notice from the Company specifying such breach or failure;

                  (b) the Participant's conviction of a felony or a guilty or
         nolo contendere plea by the Participant to a felony (other than as a
         result of vicarious liability where the Participant was not involved in
         and had no material knowledge of the action or inactions leading to the
         charges or had such involvement or knowledge but acted upon advice of
         the Company's counsel as to its legality);

                  (c) the (i) insubordination after written notice from the
         Board or willful engaging by the Participant in misconduct or (ii) the
         Participant's gross negligence, in


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         either case, with regard to the Company or the Participant's duties,
         which have, or is likely to have, a material adverse impact on the
         Company; or

                  (d) a material act of dishonesty or breach of trust on the
         Participant's part resulting or intending to result, directly or
         indirectly, in material personal or family gain or enrichment at the
         expense of the Company.

For purposes of this Section 1.5, no act, or failure to act, on the
Participant's part shall be considered "willful" unless done or omitted to be
done, by the Participant not in good faith and without reasonable belief that
the Participant's action or omission was in the best interests of the Company.
Any act, or failure to act, based upon authority given pursuant to a resolution
duly adopted by the Board or based upon the advice of counsel for the Company
shall be conclusively presumed to be done, or omitted to be done, by the
Participant in good faith and in the best interests of the Company. In the event
that the Participant alleges that the failure to attempt to perform the
Participant's duties and responsibilities is due to a physical or mental
illness, and thus not "Cause" under (a) above, the Participant shall be required
to furnish the Company with a written statement from a licensed physician which
confirms the Participant's inability to attempt to perform due to such physical
or mental illness.

         1.6 "Code" means the Internal Revenue Code of 1986, as amended. Any
reference to any section of the Code shall also be a reference to any successor
provision and any Treasury Regulation promulgated thereunder.

         1.7 "Committee" means the Compensation Committee of the Board.

         1.8 "Company" means Florida East Coast Industries, Inc., or any
successor thereto.

         1.9 "Disability" shall have the same meaning as that term has under the
Participant's employment agreement or, if no such agreement is then in effect,
the following meaning: the absence of the Participant from the Participant's
duties with the Company on a full-time basis for one hundred eight (180)
consecutive business days as a result of incapacity due to mental or physical
illness which is determined to be total and permanent by a physician selected by
the Company or its insurers and acceptable to the Participant or the
Participant's legal representative (such agreement as to acceptability not to be
withheld unreasonably).

         1.10 "Effective Date" means March 28, 2005.

         1.11 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended. Any reference to any section of ERISA shall also be a reference to
any successor provision and any Department of Labor Regulation promulgated
thereunder.

         1.12 "Good Reason" shall have the same meaning as that term has under
the Participant's employment agreement, if any.

         1.13 "Participant" means any employee who is eligible, pursuant to
Section 2.1, below, to participate in this Plan, and who has elected to do so in
accordance with Section 2.2, below. Such employee shall remain a Participant in
this Plan until such time as all benefits payable under this Plan have been paid
in accordance with the provisions hereof.

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         1.14 "Participation Agreement" means a written agreement, as may be
amended from time to time, which is entered into between a Participant and the
Company.

         1.15 "Plan" means this Supplemental Executive Retirement Plan, as may
be amended form time to time.

         1.16 "Surviving Spouse" means, if the Participant dies on or before
receipt of all benefits under this Plan, the spouse to whom the Participant is
married on the date of the Participant's death.

2.       ELIGIBILITY AND PARTICIPATION

         2.1 Eligibility. Eligibility to participate in the Plan shall be
limited to those select group of management and/or highly compensated employees
of the Company who are designated and approved by the Committee, from time to
time.

         2.2 Participation. An employee's participation in the Plan shall be
effective upon notification to the employee by the Committee of eligibility to
participate and completion and submission of a Participation Agreement to the
Committee. In addition, the Committee may establish from time to time other
enrollment requirements as it determines in its sole discretion are necessary.

         2.3 Change in Employment Status. If the Committee determines that a
Participant's employment performance is no longer at a level that warrants
reward through participation in the Plan, but does not terminate the
Participant's employment with the Company, the Participant's benefits under the
Plan shall be limited to the Account Balance as of the date so specified by the
Committee, and no new contributions by the Company shall be made on behalf of
such Participant after notice of such determination is given by the Committee,
unless the Participant later satisfies the requirements of Sections 2.1 and 2.2,
above.

3.       Plan Benefits

         3.1 Contributions to Account. The Company shall make contributions to
the Participant's Account as provided in the Participant's Participation
Agreement, provided the Participant is employed by the Company on the dates
provided therein.

         3.2 Earnings. On (a) the last business day of each calendar year
(provided the Participant is employed by the Company on such date), and (b)
immediately prior to the distribution of the Participant's benefits pursuant to
Section 3.4, 3.5, 3.6 or 3.7, the Participant's Account shall be credited with
earnings in an amount equal to the product of the greater of 5% or the
applicable federal rate (based on the long term rate for January of each year)
times the Account Balance immediately after the last such earnings credit
(adjusted pro rata for a partial year).

         3.3 Vesting of Benefit and Forfeitures. The vesting of benefits shall
be set forth in the Participation Agreement. The Participant shall be 100%
vested in the Account Balance if the Participant's employment terminates by
reason of death or Disability, or if the Participant's

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employment is terminated by the Participant with Good Reason (if the same is
provided in an employment agreement between the Participant and the Company) or
terminated by the Company without Cause. If the Participant's employment
terminates for any reason not specified above prior to the Vesting Date, the
Participant shall forfeit the entire Account Balance and no benefit shall be
payable to either the Participant or the Participant's Beneficiary hereunder.

         3.4 Termination Benefit. Except as provided in Section 3.7, within ten
(10) business days after the Participant's employment terminates other than for
death or Disability, the Company shall pay to the Participant a lump sum payment
equal to the Participant's vested Account Balance, if any.

         3.5 Disability Benefit. Except as provided in Section 3.7, within ten
(10) business days after the Participant's employment terminates due to
Disability, the Company shall pay to the Participant a lump sum payment equal to
the Participant's Account Balance.

         3.6 Death Benefit. If the Participant dies while employed by the
Company (or, if the Participant became entitled to benefits under Section 3.4 or
3.5 and dies prior to receipt of such benefits) the Participant's Beneficiary
shall receive a lump sum payment equal to the Participant's Account Balance
within ten (10) business days after the Participant's death.

         3.7 409A Compliance. The payment of the Participant's benefit under
this Plan as set forth herein or in the Participation Agreement shall be
postponed to the extent necessary to cause such distribution to comply with
Section 409A of the Code.

4.       SOURCE OF PAYMENTS

         4.1 Unfunded and Unsecured. This Plan is an unfunded plan maintained
primarily to provide deferred compensation benefits for a select group of
management or highly-compensated employees within the meaning of Sections 201,
301, and 401 of ERISA, and therefore is exempt from the provisions of Parts 2, 3
and 4 of Title I of ERISA. No Participant or Beneficiary shall have any interest
whatsoever in any specific asset of the Company. To the extent that any
Participant or Beneficiary acquires a right to receive payments under this Plan,
such right shall be no greater than the right of any unsecured general creditor
of the Company.

         4.2 Accumulation of Assets to Pay Benefits. At its own discretion, the
Company may segregate or otherwise accumulate assets, including insurance,
annuity contracts or other types of investments as it deems desirable in order
to accumulate the necessary assets to provide for the future benefit payments
under this Plan. Notwithstanding anything to the contrary herein, the Company
shall be under no obligation to accumulate assets to pay the benefits provided
under this Plan nor shall any assets so accumulated be restricted in any way by
the Participant.

5.       ADMINISTRATION

         5.1 General Authority. The Committee is authorized to interpret this
Plan, to prescribe, amend, and rescind procedures, rules and regulations
relating to this Plan, provide for conditions and assurances deemed necessary or
advisable to protect the interests of the Company, and to make all other
determinations necessary or advisable for the administration of

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this Plan, but only to the extent not contrary to the express provisions of this
Plan. Any determination, interpretation or other action made or taken pursuant
to the provisions of this Plan by the Committee shall be final and shall be
binding and conclusive for all purposes and upon all persons.

         5.2 Delegation. The Committee may, at its discretion, delegate the
administrative duties related to this Plan to an officer or employee of the
Company to the extent permitted by applicable law, rule or regulation (including
any applicable stock exchange listing or corporate governance standards).

6.       CLAIMS AND REVIEW PROCEDURE

         6.1 For benefit claims other than upon termination of employment due to
Disability:

                  (a) Claims Procedure. If the Participant has not received
         benefits under this Plan that he believes should be paid, the
         Participant shall make a claim for such benefits as follows:

                           (i)      Initiation - Written Claim. The Participant
                                    initiates a claim by submitting to the
                                    Committee a written claim for the benefits.

                           (ii)     Timing of Company Response. The Committee
                                    shall respond to the Participant within
                                    ninety (90) days after receiving the claim.
                                    If the Committee determines that special
                                    circumstances require additional time for
                                    processing the claim, the Committee can
                                    extend the response period by an additional
                                    ninety (90) days by notifying the
                                    Participant in writing, prior to the end of
                                    the initial 90-day period, that an
                                    additional period is required. The notice of
                                    extension must set forth the special
                                    circumstances and the date by which the
                                    Committee expects to render its decision.

                           (iii)    Notice of Decision. If the Committee denies
                                    part or all of the claim, the Committee
                                    shall notify the Participant in writing of
                                    such denial. The Committee shall write the
                                    notification in a manner calculated to be
                                    understood by the Participant. The
                                    notification shall set forth:

                                    (A)      The specific reasons for the
                                             denial;

                                    (B)      A reference to the specific
                                             provisions of this Plan on which
                                             the denial is based;

                                    (C)      A description of any additional
                                             information or material necessary
                                             for the Participant to perfect the
                                             claim and an explanation of why it
                                             is needed;

                                    (D)      An explanation of this Plan's
                                             review procedures and the time
                                             limits applicable to such
                                             procedures; and


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                                    (E)      A statement of the Participant's
                                             right to bring a civil action under
                                             ERISA Section 502(a) following an
                                             adverse benefit determination on
                                             review.

                  (b) Review Procedure. If the Committee denies part or all of
         the claim, the Participant shall have the opportunity for a full and
         fair review by the Committee of the denial, as follows:

                           (i)      Initiation - Written Request. To initiate
                                    the review, the Participant, within sixty
                                    (60) days after receiving the Committee's
                                    notice of denial, must file with the
                                    Committee a written request for review.

                           (ii)     Additional Submissions - Information Access.
                                    The Participant shall then have the
                                    opportunity to submit written comments,
                                    documents, records and other information
                                    relating to the claim. The Committee shall
                                    also provide the Participant, upon request
                                    and free of charge, reasonable access to,
                                    and copies of, all documents, records and
                                    other information relevant (as defined in
                                    applicable ERISA regulations) to the
                                    Participant's claim for benefits.

                           (iii)    Considerations on Review. In considering the
                                    review, the Committee shall take into
                                    account all materials and information the
                                    Participant submits relating to the claim,
                                    without regard to whether such information
                                    was submitted or considered in the initial
                                    benefit determination.

                           (iv)     Timing of Committee Response. The Committee
                                    shall respond in writing to such Participant
                                    within sixty (60) days after receiving the
                                    request for review. If the Committee
                                    determines that special circumstances
                                    require additional time for processing the
                                    claim, the Committee can extend the response
                                    period by an additional sixty (60) days by
                                    notifying the Participant in writing, prior
                                    to the end of the initial 60-day period,
                                    that an additional period is required. The
                                    notice of extension must set forth the
                                    special circumstances and the date by which
                                    the Committee expects to render its
                                    decision.

                           (v)      Notice of Decision. The Committee shall
                                    notify the Participant in writing of its
                                    decision on review. The Committee shall
                                    write the notification in a manner
                                    calculated to be understood by the
                                    Participant. If the claim is denied, the
                                    notification shall set forth:

                                    (A)      The specific reasons for the
                                             denial;

                                    (B)      A reference to the specific
                                             provisions of this Plan on which
                                             the denial is based;

                                    (C)      A statement that the Participant is
                                             entitled to receive, upon request
                                             and free of charge, reasonable
                                             access to, and

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                                             copies of, all documents, records
                                             and other information relevant (as
                                             defined in applicable ERISA
                                             regulations) to the Participant's
                                             claim for benefits; and

                                    (D)      A statement of the Participant's
                                             right to bring a civil action under
                                             ERISA Section 502(a).

         6.2 For benefit claims upon termination of employment due to
Disability:

                  (a) Claims Procedures. If the Participant has not received
         benefits under this Plan that he believes should be paid, the
         Participant shall make a claim for such benefits as follows:

                           (i)      Initiation - Written Claim. The Participant
                                    initiates a claim by submitting to the
                                    Committee a written claim for the benefits.

                           (ii)     Timing of Committee Response. The Committee
                                    shall notify the Participant in writing or
                                    electronically of any adverse determination
                                    as set out in this section.

                           (iii)    Notice of Decision. If the Committee denies
                                    part or all of the claim, the Committee
                                    shall notify the Participant in writing of
                                    such denial. The Committee shall write the
                                    notification in a manner calculated to be
                                    understood by the Participant. The
                                    notification shall set forth:

                                    (A)      The specific reasons for the
                                             denial;

                                    (B)      A reference to the specific
                                             provisions of this Plan on which
                                             the denial is based;

                                    (C)      A description of any additional
                                             information or material necessary
                                             for the Participant to perfect the
                                             claim and an explanation of why it
                                             is needed;

                                    (D)      An explanation of the Plan's review
                                             procedures and the time limits
                                             applicable to such procedures;

                                    (E)      A statement of the Participant's
                                             right to bring a civil action under
                                             ERISA Section 502(a) following an
                                             adverse benefit determination on
                                             review;

                                    (F)      Any internal rule, guideline,
                                             protocol, or other similar
                                             criterion relied upon in making the
                                             adverse determination, or a
                                             statement that such a rule,
                                             guideline, protocol, or other
                                             similar criterion was relied upon
                                             in making the adverse determination
                                             and that the Participant can
                                             request and receive free of charge
                                             a copy of such rule, guideline,
                                             protocol or other criterion from
                                             the Committee; and

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                                    (G)      If the adverse benefit
                                             determination is based on a medical
                                             necessity or experimental treatment
                                             or similar exclusion or limit,
                                             either an explanation of the
                                             scientific or clinical judgment for
                                             the determination, applying the
                                             terms of this Plan to the
                                             Participant's medical
                                             circumstances, or a statement that
                                             such explanation will be provided
                                             free of charge upon request.

                           (iv)     Timing of Notice of Denial/Extensions. The
                                    Committee shall notify the Participant of
                                    denial of benefits in writing or
                                    electronically not later than forty-five
                                    (45) days after receipt of the claim by the
                                    Committee. The Committee may elect to extend
                                    notification by two 30-day periods subject
                                    to the following requirements:

                                    (A)      For the first 30-day extension, the
                                             Committee shall notify the
                                             Participant (1) of the necessity of
                                             the extension and the factors
                                             beyond the Committee's control
                                             requiring an extension; (2) prior
                                             to the end of the initial 45-day
                                             period; and (3) of the date by
                                             which the Committee expects to
                                             render a decision.

                                    (B)      If the Committee determines that a
                                             second 30-day extension is
                                             necessary based on factors beyond
                                             the Committee's control, the
                                             Committee shall follow the same
                                             procedure in (A) above, with the
                                             exception that the notification
                                             must be provided to the Participant
                                             before the end of the first 30-day
                                             extension period.

                                    (C)      For any extension provided under
                                             this section, the Notice of
                                             Extension shall specifically
                                             explain the standards upon which
                                             entitlement to a benefit is based,
                                             the unresolved issues that prevent
                                             a decision on the claim, and the
                                             additional information needed to
                                             resolve those issues. The
                                             Participant shall be afforded 45
                                             days within which to provide the
                                             specified information.

                  (b) Review Procedures - Denial of Benefits. If the Committee
         denies part or all of the claim, the Participant shall have the
         opportunity for a full and fair review by the Committee of the denial,
         as set forth below, or in accordance with the dispute resolutions of a
         Participant's employment agreement, if any.

                           (i)      Initiation of Appeal. Within 180 days
                                    following notice of denial of benefits, the
                                    Participant shall initiate an appeal by
                                    submitting a written notice of appeal to the
                                    Committee.

                           (ii)     Submissions on Appeal - Information Access.
                                    The Participant shall be allowed to provide
                                    written comments, documents, records,

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                                    and other information relating to the claim
                                    for benefits. The Committee shall provide to
                                    the Participant, upon request and free of
                                    charge, reasonable access to, and copies of,
                                    all documents, records, and other
                                    information relevant (as defined in
                                    applicable ERISA regulations) to the
                                    Participant's claim for benefits.

                           (iii)    Additional Committee Responsibilities on
                                    Appeal. On appeal, the Committee shall:

                                    (A)      Take into account all materials and
                                             information the Participant submits
                                             relating to the claim, without
                                             regard to whether such information
                                             was submitted or considered in the
                                             initial benefit determination;

                                    (B)      Provide for a review that does not
                                             afford deference to the initial
                                             adverse benefit determination and
                                             that is conducted by an appropriate
                                             named fiduciary of the Committee
                                             who is neither the individual who
                                             made the adverse benefit
                                             determination that is the subject
                                             of the appeal, nor the subordinate
                                             of such individual;

                                    (C)      In deciding an appeal of any
                                             adverse benefit determination that
                                             is based in whole or in part on a
                                             medical judgment, including
                                             determinations with regard to
                                             whether a particular treatment,
                                             drug, or other item is
                                             experimental, investigational, or
                                             not medically necessary or
                                             appropriate, consult with a health
                                             care professional who has
                                             appropriate training and experience
                                             in the field of medicine involved
                                             in the medical judgment;

                                    (D)      Identify medical or vocational
                                             experts whose advice was obtained
                                             on behalf of the Committee in
                                             connection with a Participant's
                                             adverse benefit determination,
                                             without regard to whether the
                                             advice was relied upon in making
                                             the benefit determination; and

                                    (E)      Ensure that the health care
                                             professional engaged for purposes
                                             of a consultation under subsection
                                             (C) above shall be an individual
                                             who was neither an individual who
                                             was consulted in connection with
                                             the adverse benefit determination
                                             that is the subject of the appeal,
                                             nor the subordinate of any such
                                             individual.

                           (iv)     Timing of Notification of Benefit Denial -
                                    Appeal Denial. The Committee shall notify
                                    the Participant not later than forty-five
                                    (45) days after receipt of the Participant's
                                    request for review by the Committee, unless
                                    the Committee determines that special
                                    circumstances require an extension of time
                                    for processing the claim. If the Committee
                                    determines that an extension is required,

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                                    written notice of such shall be furnished to
                                    the Participant prior to the termination of
                                    the initial 45-day period, and such
                                    extension shall not exceed forty-five (45)
                                    days. The Committee shall indicate the
                                    special circumstances requiring an extension
                                    of time and the date by which the Committee
                                    expects to render the determination on
                                    review.

                           (v)      Content of Notification of Benefit Denial.
                                    The Committee shall provide the Participant
                                    with a notice calculated to be understood by
                                    the Participant, which shall contain:

                                    (A)      The specific reason or reasons for
                                             the adverse determination;

                                    (B)      Reference to the specific Plan
                                             provisions on which the benefit
                                             determination is based;

                                    (C)      A statement that the Participant is
                                             entitled to receive, upon request
                                             and free of charge, reasonable
                                             access to, and copies of all
                                             documents, records, and other
                                             relevant information (as defined in
                                             applicable ERISA regulations);

                                    (D)      A statement of the Participant's
                                             right to bring an action under
                                             ERISA Section 502(a);

                                    (E)      Any internal rule, guideline,
                                             protocol, or other similar
                                             criterion relied upon in making the
                                             adverse determination, or a
                                             statement that such a rule,
                                             guideline, protocol, or other
                                             similar criterion was relied upon
                                             in making the adverse determination
                                             and that the Participant can
                                             request and receive free of charge
                                             a copy of such rule, guideline,
                                             protocol or other criterion from
                                             the Committee;

                                    (F)      If the adverse benefit
                                             determination is based on a medical
                                             necessity or experimental treatment
                                             or similar exclusion or limit,
                                             either an explanation of the
                                             scientific or clinical judgment for
                                             the determination, applying the
                                             terms of this Plan to the
                                             Participant's medical
                                             circumstances, or a statement that
                                             such explanation will be provided
                                             free of charge upon request; and

                                    (G)      The following statement: "You and
                                             your Plan may have other voluntary
                                             alternative dispute resolution
                                             options such as mediation. One way
                                             to find out what may be available
                                             is to contact your local U.S.
                                             Department of Labor Office and your
                                             state insurance regulatory agency."

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7.       MISCELLANEOUS

         7.1 Non-transferability. No right or interest of the Participant or any
Beneficiary in this Plan shall be assignable or transferable, or subject to any
lien, including execution, levy, garnishment, attachment, pledge or bankruptcy,
except to the extent as may be required by law.

         7.2 Withholding and Payroll Taxes. The Company shall withhold from any
and all benefit payments made under this Plan, all federal, state and local
income taxes, employment and other taxes required to be withheld by the Company
in connection with the benefits hereunder, in amounts to be determined in the
sole discretion of the Company. If employment or other taxes are required to be
withheld prior to payment of benefits, the Company may reduce the Participant's
other compensation, require that the Participant remit to the Company additional
amounts, or make such other arrangements with the Participant as the Company
shall determine to be necessary to satisfy such obligation.

         7.3 Amendments. Subject to the Company's obligations to provide a SERP
benefit set forth in an employment agreement between a Participant and the
Company, the Company may terminate, modify or amend this Plan at any time or
from time to time, in whole or in part; provided, however, that, without the
Participant's written consent, no such termination, modification or amendment
shall be effective if it would reduce the Participant's right to receive any
vested benefits, or the right of a Beneficiary to receive a vested benefit,
earned though the date of the termination, modification or amendment in
accordance with this Plan as in effect on the date of execution.

         7.4 No Right to Employment or Participation. Nothing in this Plan shall
interfere with or limit in any way the right of the Company to terminate or
change the Participant's employment at any time, nor confer upon any Participant
any right to continue in the employ of the Company for any period of time or to
continue the Participant's present or any other rate of compensation.

         7.5 Non-Exclusivity. Nothing contained herein is intended to amend,
modify or rescind any previously approved compensation agreement or program
entered into by the Company. The benefits under this Plan shall be in addition
to any and all such agreements or programs.

         7.6 Headings. The headings of the Articles and sections in this Plan
are for the convenience of reading only and are not meant to be of substantive
significance and shall not add or detract from the meaning of this Plan.

         7.7 Successors and Assigns. The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company to
expressly assume and agree to perform this Plan in the same manner and to the
same extent that the Company would be required to perform it if no such
succession had taken place. As used in this Plan, "Company" shall mean the
Company as herein before defined and any successor that executes and delivers
the agreement provided for in this Section 7.7 or which otherwise becomes bound
by all the terms and provisions of this Plan by operation of law.

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         7.8 Severability. If any provision of this Plan or the application of
such provision to any person or circumstance shall be held (by a court of
competent jurisdiction) to be invalid, illegal, or unenforceable under the
applicable law of any jurisdiction, (a) the remainder of this Plan or the
application of such provision to other persons or circumstances or in other
jurisdictions shall not be affected thereby, and (b) such invalid, illegal, or
unenforceable provision shall not affect the validity or enforceability of any
other provision of this Plan.

         7.9 Governing Law. To the extent not preempted by federal law, this
Plan shall be governed by the laws of the State of Florida, excluding any
conflicts or choice of law rule or principle that might otherwise refer
construction or interpretation of this Plan to the substantive law of another
jurisdiction.

         7.10 409A. The Company intends that this Plan will be in full
compliance with Section 409A of the Code and that to the extent any provision
would be in violation thereof, it will be adjusted in such manner as the
Participant and the Company mutually agree to be in compliance with Section 409A
of the Code and maintain the intent hereof to the maximum extent possible.






















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