<PAGE>

                                                                  Exhibit 10 (b)


                                                               February 10, 2005


PERSONAL AND CONFIDENTIAL

Mr. Robert W. Anestis
c/o Florida East Coast Industries, Inc.
One Malaga Street
St. Augustine, FL 32084

Dear Bob:

         The purpose of this letter agreement (the "Agreement") is to
acknowledge, and set forth the terms of, our agreement with regard to your
termination of employment with Florida East Coast Industries, Inc. ("FECI") and
its subsidiaries, affiliates successors and assigns (the "Company").

         1. Resignation. (a) You hereby confirm your resignation as Chairman of
the Board of Directors of FECI (the "Board") and as a director and an officer of
the Company and your resignation from employment with the Company (each of the
above being a "Termination" for purposes of this Agreement), each effective as
of the date of the 2005 annual meeting of shareholders of FECI or, if earlier,
the earlier of (x) such date as a new Chief Executive Officer of FECI or
Chairman of the Board of FECI is elected and commences employment with the
Company or (y) termination of your employment under the employment agreement
between you and FECI dated as of October 30, 1998, as amended as of March 6,
2003 and as further amended as of February 26, 2004 (the "Employment Agreement")
for any other reason pursuant to its terms (other than voluntary resignation
without "good reason" or termination for cause) (the "Termination Date"). The
Termination will be classified as a termination for good reason for purposes of
the Employment Agreement. In addition, effective as of the Termination Date, you
hereby confirm your resignation from all offices, directorship, trusteeships,
committee memberships and fiduciary capacities held with, or on behalf of, the
Company or any benefit plans of the Company. On and after the Termination Date,
you will not be eligible for any benefits or compensation, other than as
specifically provided herein.

         (b) During the period between the date hereof and the Termination Date,
you will continue in all of your current capacities with the Company, including
as Chairman of the Board of FECI and Chief Executive Officer of FECI with your
current duties, responsibilities and authority.

         2. Severance Payments and Benefits. Subject to Sections 3, 4 and 5, you
will be entitled to receive the following payments and benefits as promptly as
practicable after the Termination Date, other than those expressly payable on a
deferred or other basis:

<PAGE>

Mr. Robert W. Anestis
February 10, 2005
Page 2


         (a) Cash Severance Payments.

                  (i) A lump sum cash payment equal to the sum of (A) your base
         salary through the later of the Termination Date and the scheduled date
         of the 2005 annual meeting of shareholders of FECI to the extent not
         theretofore paid; (B) to the extent not theretofore paid, any annual
         bonus payable to you for any fiscal year completed prior to the
         Termination Date; (C) the product of (x) the greater of any annual
         bonus paid or payable, including by reason of any deferral, to you for
         the most recently completed fiscal year, if any, and the average
         annualized bonus paid or payable, including by reason of any deferral,
         to you by the Company in respect of the three fiscal years immediately
         preceding the fiscal year in which the Termination Date occurs (such
         greater amount will be hereinafter referred to as the "Highest Annual
         Bonus") and (y) a fraction, the numerator of which is the number of
         days in the current fiscal year through the later of the Termination
         Date or the scheduled date of the 2005 annual meeting of shareholders
         of FECI, and the denominator of which is 365; (D) any compensation
         previously deferred by you (together with any accrued interest or
         earnings thereon) to the extent not theretofore paid; and (E) accrued
         vacation pay of $119,000, expense reimbursement and any other
         entitlements accrued by you under Section 2(b) of the Employment
         Agreement, to the extent not theretofore paid;

                  (ii) A lump sum in cash equal to two times the sum of your
         base salary plus Highest Annual Bonus; provided, however, that the
         foregoing will be subject to automatic adjustment to the extent
         required by Section 409A of the Internal Revenue Code of 1986, as
         amended (the "Code"), provided that the Company will be deemed to have
         amended the Employment Agreement with regard to the severance payments
         in this Section 2(a)(ii) to permit you to elect the aforesaid lump sum
         payment under Q&A 20 of Internal Revenue Service Notice 2005-1.

         (b) Continued Benefits. (i) Until December 31, 2005 or such longer
period as any plan, program, practice or policy may provide, continued benefits
for you and your spouse at least equal to those which would have been provided
in accordance with the plans, programs, practices and policies described in
Section 2(b)(viii) of the Employment Agreement if your employment had not been
terminated, in accordance with the most favorable plans, practices, programs or
policies of the Company as in effect generally at any time thereafter with
respect to other peer executives of the Company and their families. If allowed
under the applicable plan, for purposes of determining eligibility (but not the
time of commencement of benefits), you will be considered to have remained
employed until December 31, 2005 and to have retired on the last day of such
period. In addition, you and your spouse will continue to be covered by the
Company's health benefit plan (including, without limitation, medical, dental,
vision and prescription drug

<PAGE>

Mr. Robert W. Anestis
February 10, 2005
Page 3


benefits) on an insured basis within the meaning of Section 105(h) of the Code
until each of you attain age sixty-five, subject to your continued copayment of
premiums which will not exceed the level of copayment made by the active
employees of the Company.

                  (ii) Notwithstanding the foregoing, if, in the good faith
         judgment of the Company, coverage under subparagraph (i) cannot be
         provided under the Company's benefit plans without jeopardizing the tax
         status of such plans, for underwriting reasons or because of the tax
         impact on you, the Company will pay you an amount equal to the cost to
         the Company for a similarly situated active employee fully grossed-up
         to cover taxes on such amount and the gross-up payment, except that in
         no case can the Company substitute a cash payment for health benefits.

                  (iii) If you become reemployed with another employer and are
         eligible to receive medical or other welfare benefits under another
         employer-provided plan, the medical and other welfare benefits
         described herein will be secondary (to the extent permitted under the
         applicable medical plans) to those provided under such other plan
         during such applicable period of eligibility.

         (c) 2004 Performance Share Grant. Except as provided in the last
sentence of Section 2(d), below, the Company will grant you a 2004 performance
share award at the time such awards are normally made in February, 2005, but in
no event later than the Termination Date, consistent with past practices as to
form (including the right to reduction of shares for withholding purposes) and
methodology of determining the amount, except that such grant will be fully
vested at the time of grant. The parties agree that the number of shares of FECI
common stock to be granted pursuant to this Section 2(c) will be determined
based on the formula and performance targets previously approved by the
Compensation Committee with regard to the annual cash incentive and long term
incentive plans (subject to adjustment to reflect changes in the capital
structure or other corporate events affecting FECI common stock).

         (d) 2005 Equity Grant. Prior to the Termination Date, the Company will
grant you a pro-rata portion of the stock options or other equity awards that
you would have received in 2005 (including any portion which would otherwise be
awarded in February, 2006) had your employment not been terminated consistent
with past practices as to form (including the right to reduction of shares for
withholding purposes) and methodology of determining the amount (which will be
based on the same level of corporate performance that the award in February,
2005 will be awarded), based on a fraction, the numerator of which is the number
of days in the 2005 fiscal year through the scheduled date of the 2005 annual
meeting of shareholders of FECI, and the denominator of which is 365, except
that such grant will be fully vested at the time of grant and if, in the form of
options, will remain exercisable for a period of five years following the
Termination Date. Notwithstanding the foregoing, the Company may pay you a lump
sum cash payment, within 30 days after the Termination Date, representing the
value of the

<PAGE>

Mr. Robert W. Anestis
February 10, 2005
Page 4


performance share award that would otherwise be granted pursuant to Section
2(c), above, and the pro-rata portion of the stock options or other equity
awards that would otherwise be granted pursuant to this Section 2(d), provided
that the Company notifies you in writing, at the time the grants would otherwise
have been made, of its election to make such lump sum cash payment.

         (e) Treatment of Outstanding Equity. Upon the Termination Date, (i)
each stock option outstanding (including any stock option granted pursuant to
Section 2(d) hereof) will become fully vested and will remain exercisable for a
period of five years following the Termination Date, but in no event beyond the
stated term of such stock option, and (ii) the restricted period on each share
of restricted stock outstanding will lapse. In addition, effective immediately
each outstanding stock option will be fully transferable by you; provided,
however, that (x) any stock option that is transferred may not be subsequently
transferred, except by will or by the laws of descent and distribution, (y) no
such transfer may be made unless such transfer is approved by the General
Counsel, which approval will not be unreasonably withheld and (z) no such
transfer will be permitted unless the General Counsel of the Company has
concluded that, without further action by the Company, such transfer and the
subsequent exercise of the stock option by the transferee will not involve any
violation of applicable Federal or state law, including securities laws.

         (f) Outplacement Services. The Company will provide you with
outplacement services at a level commensurate with your position for a period of
not less than one year following the Termination Date, but in no event extending
beyond the date on which you commence other full time employment.

         (g) Tax and Financial Planning Assistance. The Company will reimburse
you for the expenses incurred in connection with obtaining professional tax and
financial planning advice for a period of two years following the Termination
Date, which aggregate amount will not exceed $26,000.

         (h) Relocation. Within 30 days after the Termination Date, you will
receive a housing relocation benefit payment in the amount of $175,000.

         (i) Golden Parachute Payments. In the event any portion of your
payments or benefits hereunder constitutes a "parachute payment" within the
meaning of Section 280G of the Code, the provision of Exhibit A to the Change in
Control Agreement between you and FECI dated as of August 1, 2001 (the "Change
in Control Agreement") will apply hereto as if set forth in full herein.

         (j) Other Payments, Benefits, etc. Notwithstanding anything herein to
the contrary, you will be entitled to receive all other payments, benefits or
fringe benefits to which you may be entitled under the terms of any applicable
compensation arrangement or benefit, equity or fringe benefit plan or program or
grant.

<PAGE>

Mr. Robert W. Anestis
February 10, 2005
Page 5


         3. Full Discharge. You agree and acknowledge that the payments and
benefits provided in Section 2 above and the other entitlements hereunder (a)
are in full discharge of any and all liabilities and obligations of the Company
to you, monetarily or with respect to employee benefits or otherwise, including,
without limitation, any and all obligations arising under any alleged written or
oral employment agreement, policy, plan or procedure of the Company and/or any
alleged understanding or arrangement between you and the Company or any of its
officers or directors; and (b) exceed any payment, benefit, or other thing of
value to which you might otherwise be entitled but for this Agreement under any
policy, plan or procedure of the Company or any prior agreement between you and
the Company.

         4. General Release. Promptly after the Termination Date, the parties
will execute and exchange the mutual release in the form attached as Exhibit A
hereto. Company choice of either mutual releases or no releases.

         5. Confidential Information; Non-Compete; Non-Solicitation;
Non-Disparagement. (a) You hereby acknowledge the existence and applicability of
the restrictions set forth in Sections 7 and 9 of the Employment Agreement.

         (b) (i) Except as is set forth below, for a period commencing on the
Termination Date and ending on the first anniversary thereof (the
"Post-Employment Period"), you will not, directly or indirectly, either for
yourself or any other person, own, manage, control, materially participate in,
invest in, permit your name to be used by, act as consultant or advisor to,
render material services for (alone or in association with any person, firm,
corporation or other business organization) or otherwise assist in any manner
any business which is a competitor of a substantial portion of the Company's
business at the Termination Date including but not limited to the acquisition of
railroad properties or rights to operate railroad properties in Florida or
Georgia (collectively, a "Competitor"). In addition, you will not, directly or
indirectly, either for yourself or any other person, own, manage, control,
materially participate in, invest in, permit your name to be used by, act as
consultant or advisor to, render material service for (alone or in association
with any person, firm, corporation or other business organization) or otherwise
assist in any manner any initiative, project or matter related to the use by
others for transportation or other purposes of the Company's railroad
properties. In the event of a violation of this Section 5(b)(i), in addition to
any other remedies available to the Company as provided in Section 5(d), you
will be obligated to repay to the Company an amount that would be allocated to
the period commencing on the date you commence such activity in violation of
this Section 5(b)(i) and ending on the date you cease such activity (but in no
event more than the amount of base salary and pro-rata target bonus or other
compensation payable to you for such period by the Competitor) if the amount
paid under Section 2(a)(ii) hereof were paid equally over the entire
Post-Employment Period; provided, however, that the repayment obligation will
terminate and be of no further

<PAGE>

Mr. Robert W. Anestis
February 10, 2005
Page 6


force or effect in the event of a default by the Company of the performance of
any of the obligations hereunder, which default is not cured within 10 days
after notice thereof.

                  The foregoing provisions of this subparagraph will not be
affected by your (v) continuing as a director of Genesee & Wyoming Inc.,
provided that you recuse yourself from any discussions regarding material
matters that are competitive with the Company, (w) owning not more than 5% of
the total shares of all classes of stock outstanding of any publicly held entity
engaged in such business or rendering services to charitable organizations, as
such term is defined in Section 501(c) of the Code, (x) engaging in any activity
with, a non-competitive division, subsidiary or affiliate of an entity that is a
Competitor (and holding a compensatory equity interest in the parent entity),
(y) being involved with any entity national or regional in scope so long as less
than 10% of your responsibilities are competitive with the Company in the State
of Florida and (z) engaging in any activity with the prior written consent of
the Chief Executive Officer of FECI or Chairman of the Board of FECI, which
consent will not be unreasonably withheld or delayed.

                  (ii) During the Post-Employment Period, you will not, directly
         or indirectly, (x) induce or attempt to induce or aid others in
         inducing an employee of the Company to leave the employ of the Company,
         or in any way interfere with the relationship between the Company and
         an employee of the Company; provided, however, Section 5(b)(x) will not
         prohibit you from serving as a reference on behalf of any employee of
         the Company, or (y) in any way interfere with the relationship between
         the Company and any customer, supplier, licensee or other business
         relation of the Company; provided, however, Section 5(b)(y) will not be
         violated unless such action occurs as a result of an effort
         specifically targeted at customers, clients, suppliers, licensees or
         other business relations of the Company as opposed to general
         marketing, advertising or soliciting in which such customers, clients,
         licensees or other business relations are included;

                  (iii) If a court holds that the duration, scope, area or other
         restrictions stated herein are unreasonable under circumstances then
         existing, the parties agree that the maximum duration, scope, area or
         other restrictions reasonable under such circumstances will be
         substituted for the stated duration, scope, area or other restrictions.

                  (iv) The existence of any claim or cause of action of you
         against the Company, whether or not predicated upon the terms of this
         Agreement, will not constitute a defense to the enforcement of the
         provisions of this Section 5(b).

                  (v) The provisions of this Section 5(b) represent the
         complete understanding between you and the Company regarding your
         business activities

<PAGE>

Mr. Robert W. Anestis
February 10, 2005
Page 7


         after the Termination Date and supersede Section 8 of the Employment
         Agreement.

         (c) You and the Company (for purposes hereof, the Company's obligation
will include being responsible for the actions of the executive officers and
directors thereof) agree not to make or induce other persons to make, with the
intent to damage the other party to this Agreement, any public statement that
disparages the other party. Notwithstanding the foregoing, (i) truthful
statements made in the course of sworn testimony in administrative, judicial or
arbitral proceedings (including, without limitation, depositions in connection
with such proceedings), (ii) statements deemed necessary to rebut any untrue or
misleading public statements made about a party by the other or (iii) normal
competitive-type statements, will not be subject to this Section 5(c).

         (d) The parties acknowledge that any violation of this Section 5 can
cause substantial and irreparable harm to the Company. Therefore, the Company
will be entitled to pursue any and all legal and equitable remedies, including
but not limited to any injunctions.

         6. Indemnification. The Company hereby agrees to continue to indemnify
you and hold you harmless to the fullest extent permitted by law and under the
by-laws of the Company against and in respect to any and all actions, suits,
proceedings, claims, demands, judgments, costs, expenses (including reasonable
attorney's fees), losses, and damages resulting from your performance of your
duties and obligations with the Company.

         7. Liability Insurance The Company will continue to cover you under
directors and officers liability insurance for so long as potential liability
exists after the Termination Date in the same amount and to the same extent as
the Company covers its other officers and directors.

         8. Miscellaneous. (a) Entire Agreement. This Agreement represents the
complete understanding between you and the Company and supersedes any and all
other agreements between the parties, including without limitation, the
Employment Agreement and the Change in Control Agreement (except as otherwise
provided in this Agreement) but not any stock option or other equity agreement
nor any plan or programs nor any rights of indemnification or coverage under
directors' and officers' liability insurance. No other promises or agreements
will be binding unless in writing and signed by you and the Company.

         (b) Waiver. No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by you and such officer as may be specifically designated by the
Board. No waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision will be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.

<PAGE>

Mr. Robert W. Anestis
February 10, 2005
Page 8


         (c) No Duty to Mitigate/Set-off. You will not be required to seek other
employment or to attempt in any way to reduce any amounts payable to you by the
Company pursuant to this Agreement. Further, the amount of any payment or
benefit provided for in this Agreement will not be reduced by any compensation
earned by you or benefit provided to you as the result of employment by another
employer or otherwise, except as provided in Section 2(b)(iii). The amounts
payable hereunder will not be subject to set-off, counterclaim, recoupment,
defense or other right which the Company may have against you.

         (d) Arbitration. Any dispute or controversy arising under or in
connection with this Agreement will be settled exclusively by arbitration
conducted in Jacksonville, Florida under the Commercial Arbitration Rules then
prevailing of the American Arbitration Association and such submission will
request the American Arbitration Association to: (a) appoint an arbitrator
experienced and knowledgeable concerning the matter then in dispute; (b) require
the testimony to be transcribed; (c) require the award to be accompanied by
findings of fact and the statement for reasons for the decision; and (d) request
the matter to be handled by and in accordance with the expedited procedures
provided for in the Commercial Arbitration Rules. The determination of the
arbitrators, which will be based upon a de novo interpretation of this
Agreement, will be final and binding and judgment may be entered on the
arbitrators' award in any court having jurisdiction.

         (e) Governing Law. Except as it may be preempted by ERISA, this
Agreement will be governed and construed in accordance with the laws of the
State of Florida, without reference to principles of conflict of laws.

         (f) Severability. If any provisions of this Agreement will be declared
to be invalid or unenforceable, in whole or in part, such invalidity or
unenforceability will not affect the remaining provisions hereof which will
remain in full force and effect.

         (g) Successors. This Agreement is binding upon, and will inure to the
benefit of, you and the Company and your and its respective heirs, executors,
administrators, successors and assigns.

         (h) Death or Disability. Notwithstanding anything herein to the
contrary or in any other agreement, in the event of your death or disability
prior to the Termination Date, the provisions hereof will apply and the amounts
and benefits provided in Section 2 will be paid to your estate, in the event of
your death, or to you.

         (i) Legal Fees. (i) The Company will promptly pay your reasonable legal
and other professional fees and costs incurred in connection with the
termination of your employment and your entering into this Agreement.

<PAGE>

Mr. Robert W. Anestis
February 10, 2005
Page 9


               (ii) In the event that a claim for payment or benefits under this
         Agreement is disputed or you are otherwise enforcing rights under this
         Agreement, the Company will promptly pay upon submission of statements,
         all legal and other professional fees, costs of arbitration and other
         expenses incurred by you in connection with any dispute concerning
         payments, benefits and other entitlements under this Agreement;
         provided, however, you will reimburse the Company for (i) the fees and
         expenses advanced in the event that your claim is, in a material
         manner, in bad faith or frivolous and the arbitrator determines that
         the reimbursement of such fees and expenses is appropriate, or (ii) to
         the extent that the arbitrator determines that such legal and other
         professional fees are clearly and demonstrably unreasonable.

         (j) Withholding Taxes. The Company may withhold from all payments due
hereunder such federal, state and local taxes as may be required to be withheld
pursuant to any applicable law or regulation.

         (k) Counterparts. This Agreement may be executed in several
counterparts, each of which will be deemed to be an original but all of which
together will constitute one and the same instrument.

         (l) 409A. The intent of the parties is that this arrangement will be in
full compliance of Section 409A of the Internal Revenue Code ("409A") and the
parties agree that to the extent any provision would be in violation thereof it
will be adjusted in such manner as the parties will mutually agree to be in
compliance with 409A and maintain the intent hereof to the maximum extent
possible.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

Mr. Robert W. Anestis
February 10, 2005
Page 10


         If this Agreement is acceptable to you, please sign the enclosed
duplicate original and return the signed Agreement to me. We thank you for all
of your contributions to the Company and wish you the best of luck in all of
your future endeavors.

                                         FLORIDA EAST COAST INDUSTRIES, INC.



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


Accepted and Agreed to:


By: /s/ Robert W. Anestis
    --------------------------------
        Robert W. Anestis

Dated: February 10, 2005

<PAGE>

EXHIBIT A

GENERAL RELEASE


To:      Florida East Coast Industries, Inc.
         One Malaga Street
         St. Augustine, FL 32084
         Attention: General Counsel

         1. I hereby acknowledge receipt of the letter agreement, dated March
28, 2005 between Florida East Coast Industries, Inc. and its subsidiaries,
affiliates successors and assigns (the "Company") and me (the "Letter
Agreement"); and I further acknowledge that the payments and benefits provided
in Section 2 of the Letter Agreement and the other entitlements thereunder
exceed any payment, benefit, or other thing of value to which I might otherwise
be entitled under any policy, plan or procedure of the Company or any prior
agreement between me and the Company.

         2. I further acknowledge that my employment with the Company terminated
on March 28, 2005 (the "Termination Date"), that the Company will not have an
obligation to rehire me or to consider me for reemployment after the Termination
Date and that my employment with the Company is permanently and irrevocably
severed.

         3. General Release. (a) For and in consideration of the payments to be
made and the promises set forth in the Letter Agreement, I, for myself and for
my heirs, dependents, executors, administrators, trustees, legal representatives
and assigns (collectively referred to as "Releasors"), hereby forever release,
waive and discharge the Company, employee benefit and/or pension plans or funds,
insurers, successors and assigns, and all of its or their past, present and/or
future officers, trustees, agents, attorneys, employees, fiduciaries, trustees,
administrators and assigns, whether acting as agents for the Company or in their
individual capacities (collectively referred to as "Releasees"), from any and
all claims, demands, causes of action, fees and liabilities of any kind
whatsoever, whether known or unknown, which Releasors ever had, now have, or
hereafter may have against Releasees by reason of any actual or alleged act,
omission, transaction, practice, policy, procedure, conduct, occurrence, or
other matter up to and including the date of my execution of this General
Release, including without limitation, those in connection with, or in any way
related to or arising out of, my employment, service as a director, service as a
trustee, service as a fiduciary or termination of any of the foregoing with the
Company or any other agreement, understanding, relationship, arrangement, act,
omission or occurrence, with the Company or other claims.

         (b) Without limiting the generality of the foregoing, this General
Release is intended and will release the Releasees from any and all claims,
whether known or unknown, which Releasors ever had, now have, or may hereafter
have against the Releasees including, but not limited to, (i) any claim of
discrimination or retaliation under the Age Discrimination in Employment Act
("ADEA") 29 U.S.C. Section 621 et

<PAGE>

seq., Title VII of the Civil Rights Act, the Americans with Disabilities Act,
the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or the
Family and Medical Leave Act; (ii) any claim under the Florida Civil Rights Act
of 1992 (formerly known as the Human Rights Act of 1977), the Florida Equal Pay
Law, the Florida Aids Act, the Florida Whistle Blower Law and waivable rights
under the Florida Constitution; (iii) any other claim (whether based on federal,
state or local law or ordinance statutory or decisional) relating to or arising
out of my employment, the terms and conditions of such employment, the
termination of such employment and/or any of the events relating directly or
indirectly to or surrounding the termination of such employment, and/or any of
the events relating directly or indirectly to or surrounding the termination of
that employment, including, but not limited, breach of contract (express or
implied), tort, wrongful discharge, detrimental reliance, defamation, emotional
distress or compensatory or punitive damages; and (iv) any claim for attorney's
fees, costs, disbursements and the like.

         (c) I agree that I will not, from any source or proceeding, seek or
accept any award or settlement with respect to any claim or right covered by
Section 3(a) or (b) above, including, without limitation, any source or
proceeding involving any person or entity, the United States Equal Employment
Opportunity Commission or other similar federal or state agency. Except as
otherwise required by law, I further agree that I will not, at any time
hereafter, commence, maintain, prosecute, participate in as a party, permit to
be filed by any other person on my behalf (to the extent it is within my control
or permitted by law), or assist in the commencement or prosecution of as an
advisor, witness (unless compelled by legal process or court order) or
otherwise, any action or proceeding of any kind, judicial or administrative (on
my own behalf, on behalf of any other person and/or on behalf of or as a member
of any alleged class of persons) in any court, agency, investigative or
administrative body against any Releasee with respect to any actual or alleged
act, omission, transaction, practice, conduct, occurrence or any other matter up
to and including the date of my execution of this General Release which I
released pursuant to Section 3(a) or (b) above. I further represent that, as of
the date I sign this General Release, I have not taken any action encompassed by
this Section 3(c). If, notwithstanding the foregoing promises, I violate this
Section 3(c), I will indemnify and hold harmless Releasees from and against any
and all demands, assessments, judgments, costs, damages, losses and liabilities
and attorneys' fees and other expenses which result from, or are incidents to,
such violation. Notwithstanding anything herein to the contrary, this Section
3(c) will not apply to any claims that I may have under the ADEA and will not
apply to the portion of the release provided for in Section 3(a) or (b) relating
to the ADEA.

         (d) The sole matters to which the release and covenants in this Section
3 do not apply are: (i) my rights of indemnification and coverage under
directors' and officers' liability insurance to which I was entitled immediately
prior to the Termination Date under the Company's By-laws, the Company's
Certificate of Incorporation, Section 13 of my Employment Agreement, Sections 6
and 7 of the Letter Agreement or otherwise with regard to my service as an
officer and director of the Company; (ii) my rights to any vested accrued
benefits under the Company's employee benefit plans, under COBRA or

<PAGE>

under ERISA; (iii) my rights under the Letter Agreement; (iv) my rights under
any outstanding stock options or other equity-based award; or (v) my rights as a
common stockholder of FECI.

         4. Company Release. The Company on its own behalf and on behalf of the
other Releasees (which authority to do the Company represents it has) releases,
waives, discharges and gives up any and all rights which it may have against me,
my heirs, executors, administrators and assigns (i) arising out of my employment
with the Company or resignation therefrom or during my tenure, including,
without limitation, in my roles as the Chairman of the Board of Directors and
President and Chief Executive Officer of the Company, or the circumstances
related thereto or (ii) by reason of any other matter, cause or thing in
connection with, or in any way related to or arising out of, my employment,
service as a director, service as a trustee, service as a fiduciary or as a
stockholder of the Company or any other agreement, understanding, relationship
or arrangement with the Company from the first date of my employment or holding
of such offices to the Termination Date, provided however, notwithstanding the
generality of the foregoing, nothing herein will be deemed to release me from
any of my acts or omissions involving or arising from criminal activity.

         5. Governing Law; Enforceability. The interpretation of this General
Release will be governed and construed in accordance with the laws of the State
of Florida, without reference to principles of conflict of laws. If any
provisions of this General Release will be declared to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability will not
affect the remaining provisions hereof which will remain in full force and
effect.

         6. Acknowledgement. I acknowledge that I have been advised by the
Company in writing to consult independent legal counsel of my choice before
signing this General Release. I further acknowledge that I have had the
opportunity to consult, and I have consulted with, independent legal counsel and
to consider the terms of this General Release for a period of at least 21 days.

         7. Effective Date. I further acknowledge that this General Release will
not become effective until the eighth day following my execution of this General
Release (the "Effective Date"), and that I may at any time prior to the
Effective Date revoke this General Release by delivering written notice of
revocation to: the Company at One Malaga Street, St. Augustine, FL 32084, to the
attention of the General Counsel. In the event that I revoke this General
Release prior to the eighth day after its execution, this General Release and
the promises contained in the Letter Agreement, will automatically be null and
void.

         8. Entire Agreement. I understand that this General Release and the
Letter Agreement constitute the complete understanding between the Company and
me and that no other promises or agreements will be binding unless in writing
and signed by me and the Company after the date hereof.

<PAGE>

         9. Counterparts. This General Release may be executed in several
counterparts, each of which will be deemed to be an original but all of which
together will constitute one and the same instrument.


By:  /s/ Robert W. Anestis              FLORIDA EAST COAST INDUSTRIES, INC.
     -------------------------
         Robert W. Anestis

Dated: March 28, 2005
                                        By: /s/ Allen C. Harper
                                            ------------------------------------
                                        Name: Allen C. Harper
                                        Title: Chairman, Compensation Committee



                                        Dated: March 28, 2005