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                                                                          3.(ii)

                                              As amended through August 29, 2002

                          AMENDED AND RESTATED BY-LAWS
                                       OF
                       FLORIDA EAST COAST INDUSTRIES, INC.

                                   ARTICLE I.

                                    OFFICES

         Section 1.1       Registered Office. The registered office of the
Corporation shall be in the City of St. Augustine, County of St. Johns, State of
Florida.

         Section 1.2.      Corporate Headquarters. The corporate headquarters of
the Corporation shall be in the City of St. Augustine, Florida.

         Section 1.3.      Other Offices. The Corporation may also have offices
at such other places both within and without the State of Florida as the Board
of Directors of the Corporation (the "Board of Directors") may from time to time
determine.

                                   ARTICLE II.

                             SHAREHOLDERS' MEETINGS

         Section 2.1.      Place of Meetings. Meetings of the shareholders for
the election of directors or for any other purpose shall be held at such time
and place, either within or without the State of Florida, as shall be designated
from time to time by the Board of Directors or the officer of the Corporation
calling the meeting as authorized by the Corporation's Amended and Restated
Articles of Incorporation (the "Articles of Incorporation") and stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

         Section 2.2.      Annual Meetings. Each annual meeting of shareholders
shall be held on such date and at such time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting.

         Section 2.3.      Special Meetings. Special meetings of the
shareholders, other than those required by statute, may be called only as
provided, and for the purposes specified, in the Articles of Incorporation.

         Section 2.4.      Notice of Meeting. Written notice of the place, date,
and time of all meetings of the shareholders shall be given not less than ten
(10) nor more than sixty (60) days before the date on which the meeting is to be
held, to each shareholder entitled to vote at such meeting, except as otherwise
provided herein or as required from time to time by the Florida Business
Corporation Act, as hereafter amended and modified (the "FBCA"), or the Articles
of Incorporation. The notice of a special meeting shall also state the purpose
or purposes for which the meeting is called.

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         Section 2.5.      Quorum; Adjournment. At any meeting of the
shareholders, the holders of a majority of all of the shares of the stock
entitled to vote at the meeting (or, with respect to a meeting for the purpose
of electing or removing a director, the holders of a majority of all shares of
the class of stock entitled to vote for the election or removal of such
director), present in person or by proxy, shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a larger number
may be required by law or the Articles of Incorporation. If a quorum shall fail
to attend any meeting, the chairman of the meeting or the holders of a majority
of the shares of stock entitled to vote who are present, in person or by proxy,
may adjourn the meeting to another place, date, or time without notice other
than announcement at the meeting, until a quorum shall be present or
represented.

         When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty
(30) days after the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

         Section 2.6       Proxies and Voting. At any meeting of the
shareholders, every shareholder entitled to vote may vote in person or by proxy
authorized by an instrument in writing or in such manner as may be prescribed by
the FBCA filed in accordance with the procedure established for the meeting.

         Each shareholder shall have one vote for every share of stock entitled
to vote which is registered in his or her name on the record date for the
meeting, except as otherwise provided in the Articles of Incorporation or as
required by law. Each shareholder shall have the voting rights provided in the
Articles of Incorporation.

         All voting, including on the election of directors but excepting where
otherwise provided herein or required by law or the Articles of Incorporation,
may be by a voice vote; provided, however, that upon demand therefor by a
shareholder entitled to vote or such shareholder's proxy, or at the discretion
of the chairperson of the meeting, a stock vote shall be taken. Every stock vote
shall be taken by ballots, each of which shall state the name of the shareholder
or proxy voting and such other information as may be required under the
procedure established for the meeting. Every vote taken by ballots shall be
counted by an inspector or inspectors appointed by the Board of Directors or the
chairperson of the meeting.

         All elections shall be performed in compliance with the Articles of
Incorporation.

         Section 2.7.      Inspectors. At every election of directors, the
officer presiding at the meeting shall appoint Inspectors of Election
("Inspectors of Election") to serve at such meeting. Inspectors of Election need
not be shareholders and shall not be directors, officers or employees of the
Corporation or candidates for election as directors. It shall be the duty of
Inspectors of Election to receive and canvass the votes cast at such meeting and
certify the result to the presiding officer. Any two of such Inspectors of
Election shall be competent to act. Each Inspector of Election, before he or she
enters on his or her duties of office, shall take and subscribe an oath, before
a person authorized to take oaths in the State of Florida, that he or she

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is qualified to be an Inspector of Election, and that he or she will well,
faithfully and truly perform and discharge the duties of such office without
fear, bias or discrimination. In all cases where the right to vote any share or
shares of stock in the Corporation shall be questioned, it shall be the duty of
the Inspectors of Election to examine the transfer books of the Corporation to
determine in whose name such shares were registered on the record date. As
between conflicting claims of the right to vote any share, the shareholder of
record on the record date shall prevail over any proxy, and the proxy of the
later date over any proxy of an earlier date. If two proxies bear the same date
and the shareholder of record be not present in person, neither proxy shall be
entitled to vote.

         Section 2.8.      Stock List. A complete list of shareholders entitled
to vote at any meeting of shareholders, arranged in alphabetical order for each
class of stock and showing the address of each such shareholder and the number
of shares registered in such shareholder's name, shall be open to the
examination of any such shareholder, for any purpose germane to the meeting,
during ordinary business hours for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held.

         The stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
shareholder who is present. The stock list shall presumptively determine the
identity of the shareholders entitled to vote at the meeting and the number of
shares held by each of them.

                                  ARTICLE III.

                               BOARD OF DIRECTORS

         Section 3.1.      General Powers. The business of the Corporation shall
be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not directed or required by law, the Articles of Incorporation or
these By-Laws to be exercised or done by the shareholders.

         Section 3.1.1.    Number and Term of Office. The Board of Directors
shall consist of ten (10) members elected in accordance with the Articles of
Incorporation. The directors shall be elected at the annual meeting of the
stockholders by written ballot and each director so elected shall hold office
until his or her successor is elected and qualified or until his or her earlier
death, resignation or removal in accordance with the Articles of Incorporation.

         Section 3.2.      Vacancies. Any vacancy in the office of a director
created by the death, resignation or removal of a director elected by (or
appointed on behalf of) the shareholders of the Corporation may be filled as
provided in the Articles of Incorporation.

         Section 3.3.      Presiding Officer. At all meetings of the Board of
Directors, the Chairman of the Board of Directors (the "Chairman") or, in his or
her absence, the President or, in the absence of both the Chairman and the
President, a chairman chosen by a majority of the directors present, shall
preside, and the Secretary of the Corporation (the "Secretary") or, in his or
her

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absence, an Assistant Secretary or, in the absence of both, any person appointed
by the presiding officer, shall act as secretary.

         Section 3.4.      Meetings. The Board of Directors may hold meetings,
both regular and special, either within or without the State of Florida. The
first meeting of each newly-elected Board of Directors shall be held immediately
following the annual meeting of shareholders and no notice of such meeting shall
be necessary to be given the newly-elected directors in order legally to
constitute the meeting, provided a quorum shall be present. Regular meetings of
the Board of Directors may be held without notice at such time and at such place
as may from time to time be determined by the Board of Directors. Special
meetings of the Board of Directors may be called by the Chairman of the Board,
the President or a majority of the directors then in office. Notice thereof
stating the place, date and hour of the meeting shall be given to each director
either by mail not less than forty-eight (48) hours before the date of the
meeting, by telephone, telegram or facsimile transmission on twenty-four (24)
hours' notice, or on such shorter notice as the person or persons calling such
meeting may deem necessary or appropriate in the circumstances. Meetings may be
held at any time without notice if all the directors are present or if all those
not present waive such notice in accordance with Section 10.2 of these By-Laws.

         Section 3.5.      Actions by Directors by Means of Conference
Telephone. The Chairman or the President may call a meeting of the Board of
Directors which may participate in the meeting by means of a conference
telephone, or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time. Action taken
in such matters shall have the same force and effect as any other action of the
Board of Directors.

         Section 3.6.      Quorum and Vote. Except as may be otherwise
specifically provided by law, the Articles of Incorporation or these By-Laws, at
all meetings of the Board of Directors, a majority of the entire Board of
Directors shall constitute a quorum, and any act of a majority present at a
meeting at which there is a quorum shall be the act of the Board of Directors.
If a quorum shall not be present at any meeting of the Board of Directors, a
majority of the Directors present at any meeting may adjourn such meeting from
time to time, without any other notice thereof, until a quorum shall be present.

         Section 3.7.      Action Without a Meeting. Unless otherwise provided
by the Articles of Incorporation or these By-Laws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors or committee.

         Section 3.8.      Compensation. The members of the Board of Directors
shall receive compensation for their services in such amount, as determined from
time to time by resolution of the Board, upon recommendations of the
compensation committee. Each director shall also be entitled to receive
transportation and other reasonable expenses incident to his or her attendance
at any meeting of the Board or any committee thereof.

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         Section 3.9.      Committees. The Board of Directors, from their
number, may elect an Executive Committee (the "Executive Committee") of not less
than three (3) and not more than five (5) members, which shall always include
the Chairman. The Board of Directors may appoint such other committees as from
time to time the Board of Directors deems necessary. The Chairman of the Board
of Directors shall call meetings of the Executive Committee when he or she deems
it necessary, and shall preside at the meetings of said Executive Committee. The
Executive Committee, when the Board of Directors is not in session, shall have
full power to control and manage the affairs, business and property of the
Corporation, and a majority of the Executive Committee shall constitute a quorum
for the transaction of business coming before the Executive Committee. The
Executive Committee, by unanimous action of all members thereof, shall have
power to change or reverse a previous action or direction of the Board of
Directors unless the exercise of such discretion shall have been previously
forbidden by resolution of the Board of Directors. The Board of Directors, by a
two-thirds majority of those present and voting, shall have the power to limit
or enlarge the powers of the Executive Committee, to change membership therein,
to fill vacancies in it or to dissolve it. The Executive Committee may make
rules for the conduct of said business and may appoint such assistants as it may
from time to time deem necessary. The duties of each other committee deemed
necessary by the Board of Directors shall be vested with such rights and
responsibilities as the Board of Directors may set forth in resolutions creating
same.

         Section 3.10.     Director (Emeritus). The Board of Directors may by
resolution confer upon any former Director the honorary title of Director
(Emeritus). The designation, number and term (which may be at the pleasure of
the Board of Directors) of each Director (Emeritus) shall be within the
discretion of the Board of Directors. Directors (Emeritus) shall not be members
of the Board of Directors for any purpose, nor counted toward a quorum thereof.
A Director (Emeritus) shall have the privilege of attending, without vote, any
meeting of the Board of Directors to which he or she is invited by the Chairman,
but shall have none of the other privileges, or the rights or liabilities of a
director. Each Director (Emeritus) shall receive the compensation that Board of
Directors members receive for each meeting of the Board of Directors that they
are invited to attend.

         Section 3.11.     Indemnification. The Corporation shall indemnify its
directors and officers as provided in the Articles of Incorporation.

         Section 3.12.     Nominations. Nominations of persons for election to
the Board of Directors may only be made as specified in the Articles of
Incorporation.

         Section 3.13.     Removal. Any director may be removed from office only
as provided in the Articles of Incorporation.

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                                   ARTICLE IV.

                                    OFFICERS

         Section 4.1.      Officers. The officers of the Corporation shall be
the Chairman, the President, a Secretary and one or more Assistant Secretaries,
a Treasurer and one or more Assistant Treasurers, and such others as the Board
of Directors shall from time to time determine. The offices of the Chairman and
President may be combined. The Board may establish the office of one or more
Vice Presidents and provide for their election by the Board, or their
appointment by the Chairman or the President.

         Section 4.2.      Election; Term of Office. The Board of Directors at
its first meeting held after each annual meeting of shareholders shall elect a
Chairman or a President, or both, a Secretary and a Treasurer (or a position
with the duties and responsibilities of a Treasurer), and may also elect at that
meeting or any other meeting, such other officers and agents as it shall deem
necessary or appropriate. Each officer of the Corporation shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors together with the powers and duties customarily exercised by
such officer, and each officer of the Corporation shall hold office until such
officer's successor is elected and qualified or until such officer's earlier
resignation or removal. Any officer may resign at any time upon written notice
to the Corporation. The Board of Directors may at any time, with or without
cause, by the affirmative vote of a majority of directors then in office, remove
any officer.

         Section 4.3.      Chairman. The Chairman shall be the Chief Executive
Officer of the Corporation, subject to the provisions of these By-Laws, and
perform such other duties as may from time to time be assigned by the Board of
Directors. Unless the Board of Directors shall otherwise direct, he or she shall
preside at all meetings of the Board of Directors and of the shareholders at
which he or she shall be present.

         Section 4.4.      President and Vice President. The President, subject
only to the Board of Directors, the Executive Committee, and the Chairman of the
Board of Directors, shall conduct and have general supervision and management of
the property and business of the Corporation, and shall report to, and be
subject to the direction and supervision of, the Chairman. In the absence or
disability of the Chairman, he or she shall call meetings of the Board of
Directors when directed upon request of a majority of the Executive Committee.
He or she may, after approval or ratification by the Board of Directors, or by
the Chairman, appoint such officers and assistants (not elected or appointed by
the Board of Directors) as he or she may require, who shall perform such duties
as from time to time may be assigned to them by him or her, and after like
approval, he or she may at any time remove any officer or assistant so appointed
by him or her. In the absence of the Chairman, he or she shall preside at all
meetings of the Board of Directors and the shareholders at which he or she shall
be present. If the Board of Directors shall appoint one or more Vice Presidents,
it shall establish the order in which each, in the absence of the President,
shall perform the duties of the President. The Vice Presidents otherwise shall
perform such duties as may from time to time be assigned to them by the
President or the Board of Directors, and shall have such descriptive titles as
the Board may from time to time determine.

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         Section 4.5.      Treasurer. The Treasurer shall have the custody of
the corporate funds and securities, and shall keep full and accurate accounts of
receipts and disbursements in the books belonging to the Corporation, and shall
deposit all monies and valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
He or she shall disburse the funds of the Corporation as may be ordered by the
Board of Directors, making proper vouchers for such disbursements, and shall
render to the President and the directors at regular meetings of the Board of
Directors, or whenever they require it, an account of all of his or her
transactions as Treasurer and of the financial condition of the Corporation. He
or she shall perform such other duties as are incident to the office or may from
time to time be imposed on him or her by law, these By-Laws or by the President
or Board of Directors. He or she shall give the Corporation a bond in a sum, and
with one or more sureties, satisfactory to the Board of Directors for the
faithful performance of the duties of his or her office and for the restoration
to the Corporation in the case of his or her death, resignation, retirement, or
removal from office of all books, papers, vouchers, money and other properties
of whatever kind in his or her possession or under his or her control belonging
to the Corporation. The duties of the Treasurer may be combined into a single
officer with the duties of the Chief Accounting Officer under the title "Vice
President-Finance," "Vice President and Comptroller," or other suitable title as
determined from time to time by the Board of Directors.

         Section 4.6.      Secretary. The Secretary shall attend all meetings of
the Board of Directors and all meetings of the shareholders and act as clerk
thereof and record all votes and minutes of all proceedings in books to be kept
for that purpose, and shall perform like duties for the Executive Committee and
all standing committees of the Board of Directors when required. He or she shall
give or cause to be given notice of all meetings of shareholders and of the
Board of Directors and all committees thereof, and shall perform such additional
duties as are incident to the office or may from time to time be imposed upon
him or her by law, by these By-Laws, or by the President or the Board of
Directors. He or she shall keep in safe custody the seal of the Corporation. His
or her office may be combined with that of the Treasurer, but not if the office
of the Treasurer is combined with that of the Chief Accounting Officer.

         Section 4.7.      Assistant Treasurers and Assistant Secretaries.
Assistant Treasurers and Assistant Secretaries may be elected or appointed, and
their duties prescribed by the Board of Directors, the Chairman, or the
President, as the Board of Directors may, by general or special resolution,
provide. In the absence or disability of the Treasurer or Secretary, the
President shall designate an Assistant Treasurer or Assistant Secretary who
shall perform the duties of Treasurer or Secretary.

         Section 4.8.      Salaries. The Board of Directors shall from time to
time determine the compensation of the Chairman, the President, the Secretary
and all other officers, and it may authorize the Chairman or the President from
time to time to fix, increase or reduce the compensation of any officer or
employee of the Corporation.

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                                   ARTICLE V.

                              CERTIFICATES OF STOCK

         Section 5.1.      Certificates of Stock. The certificates of stock of
the Corporation shall be numbered and registered as they are issued. They shall
exhibit the holder's name and the number of shares and shall be signed by the
President or a Vice President and the Secretary or an Assistant Secretary or by
the Treasurer or an Assistant Treasurer and shall bear the corporate seal which
may be impressed, or a facsimile thereof which may be printed or engraved
thereon. When the certificate is signed by a transfer agent and by a registrar,
the signatures of any of the above officers may be facsimile. In case any
officer of the Corporation who has signed, or whose facsimile signature has been
used on any stock certificate shall have ceased to be such officer before the
certificate is issued, such certificate shall be deemed adopted by the
Corporation and may be issued as if the person, who signed it or whose facsimile
signature has been used thereon, had not ceased to be such officer of the
Corporation.

         Section 5.2.      Record Ownership. Upon surrender to the Corporation
or a duly designated transfer agent of the Corporation of a certificate for
shares of stock of the Corporation, duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, a new certificate
shall be issued to the person entitled thereto, the old certificate shall be
canceled and the transaction recorded on the books of the Corporation. The
Corporation shall be entitled to treat the holder of record, on the books of the
Corporation, of any share or shares of stock as the lawful and absolute owner
thereof and entitled to receive dividends thereon and, accordingly, shall not be
liable for failure to recognize any equitable or other claim to, or interest in,
any such share on the part of any other person, whether or not it shall have
express or other notice thereof, save and except only as expressly provided by
Florida law.

         Section 5.3.      Record Date. In order that the Corporation may
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than sixty (60) days nor less
than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any other action. A determination of shareholders of record
entitled to notice of or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

         Section 5.4.      Transfer Agent and Registrar. The Board of Directors
may make such rules and regulations as it may deem expedient concerning the
issue, transfer and registration of stock of the Corporation. It may appoint one
or more transfer agents and one or more Registrars and, except as otherwise
required by the laws of Florida, may delegate to it or them such duties with
respect to the transfer and registration of shares of stock of the Corporation
as it may deem desirable.

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         Section 5.5.      Lost or Destroyed Certificates. Any person claiming
that a certificate for shares of stock of the Corporation has been lost or
destroyed shall make an affidavit or affirmation of the fact and, if the Board
of Directors so requires, advertise the same in such manner as the Board of
Directors may direct, and shall give the Corporation a bond indemnifying the
Corporation, its transfer agents and registrars, in such form and amount, and
with such sureties as may be satisfactory to the Board; whereupon a new
certificate may be issued of the same tenor and for the same number of shares as
the one alleged to have been lost or destroyed, but always subject to such rules
and regulations as the Board of Directors may prescribe.

         Section 5.6.      Power to Close Transfer Books. The Board of Directors
shall have power to close the transfer books of the Corporation for a period not
exceeding thirty (30) days preceding the date of payment of any dividend, or the
date for the allotment of rights, or the date when any change, conversion, or
exchange of shares shall become effective; provided, however, that in lieu of
closing the transfer books as aforesaid, the Board of Directors may fix in
advance a date, not less than ten (10) nor more than thirty (30) days preceding
any such date, as the record date for the purpose of determining the
shareholders entitled to receive payment of such dividend, or to such allotment
of rights, or to exercise the rights in respect of such change, conversion, or
exchange of shares; and, in such event, only such persons as shall be
shareholders of record on the date on which the transfer books are closed, or on
the record date so fixed, shall be entitled to receive payment of such dividend,
or to such allotment of rights, or to exercise the rights in respect of such
change, conversion, or exchange of shares, as the case may be, notwithstanding
any prior or subsequent assignment or transfer of such shares.

                                   ARTICLE VI.

                                 CORPORATE BOOKS

         The Corporation shall keep at its principal office in the City of St.
Augustine, Florida (and in such other places as the Board of Directors shall
from time to time determine) books and records of its accounts, minute books,
and the names and places of residence of its officers. The Transfer Agent for
the capital stock of the Corporation shall maintain and keep stock books in
which shall be recorded the number of shares of stock of the Corporation
subscribed, the names (alphabetically arranged) and addresses of the owners of
the shares, the numbers owned by them, respectively, the amount of shares paid
and by whom, the transfer of said shares, with the date of transfer. The stock
books shall be open for at least three (3) business hours in each business day
for inspection by any judgment creditor or any person who shall have been for at
least six (6) months immediately preceding his or her demand a holder of record
of 1% or more of the outstanding shares of the Corporation, or by any officer,
director or any committee or persons holding or authorized in writing by the
holders of record of at least 5% of its outstanding shares, with the right to
make extracts therefrom. Upon the demand of any person entitled to do so, the
Corporation, upon the payment of the fees of the transfer agent therefor, shall
furnish, or cause to be furnished, a certified copy of such stock list to such
person.

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                                  ARTICLE VII.

                              CORPORATE INSTRUMENTS

         Section 7.1.      Checks, Notes, Etc. All checks, notes, drafts, bills
of exchange and all other orders for payment by the Corporation shall be signed
in such manner, and by such officer or officers (or when drawn on an account
opened for a special or limited purpose, by such person or persons) as the Board
of Directors or the Executive Committee may from time to time determine.

         Section 7.2.      Other Instruments. Any deed, mortgage, lease, pledge,
bond, contract, agreement, power of attorney, proxy, evidence of obligation or
an interest in property, or other instrument may be executed on behalf of the
Corporation by any person, whether an officer, or not, expressly so authorized,
either by general resolution of the Board of Directors, or by a resolution
authorizing the particular act. In all cases, the due execution of any such
instrument on behalf of the Corporation shall be sufficiently evidenced if
executed in its name by the President or one of the Vice Presidents, with the
corporate seal affixed, and attested by the Secretary or an Assistant Secretary;
provided, that execution by the Corporation of bonds, notes, certificates, or
other evidence of indebtedness secured by a mortgage, lease or other instrument
duly executed by authorized officers of the Corporation which require
authentication thereof by the trustee or trustees of said mortgage, lease or
other instrument of indebtedness may be evidenced by the facsimile signature of
the authorized officers of the Corporation in lieu of their manual signatures.

         Section 7.3.      Proxies. Unless otherwise provided by resolution of
the Board of Directors, the President may from time to time, in the name and on
behalf of the Corporation, appoint an attorney or attorneys, or other agent or
agents of the Corporation (who may be or include him or herself), to cast the
votes which the Corporation may be entitled to cast as a shareholder or
otherwise in any other corporation, any of whose stock or other securities may
be held by the Corporation, at meetings of the holders of the stock or other
securities of such other corporations, or to consent in writing to any action by
such other corporation; may instruct the person or persons so appointed as to
the casting of such votes or giving such consent; and may execute or cause to be
executed, in the name and on behalf of the Corporation and under its corporate
seal, all such written proxies or other instruments as may be necessary or
proper to evidence the appointment of such attorneys or agents.

                                  ARTICLE VIII.

                                 CORPORATE SEAL

         The seal of the Corporation shall be circular in shape, with the words
"Corporate Seal 1983" in the center, encircled by the words, "Florida East Coast
Industries, Inc., *Florida*." The Corporation may have duplicate seals and the
seal, and all duplicates thereof, shall be kept in the custody of the Secretary
or of such officer or officers as may from time to time be designated by the
Board of Directors.

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                                   ARTICLE IX.

                                    ACCOUNTS

         Section 9.1.      Fiscal Year. The fiscal year of the Corporation shall
begin on the first day of January each year.

         Section 9.2.      Audit. The Board of Directors, or the Chairman of the
Board, shall cause a detailed examination, verification, or restatement of the
accounts, income statement and balance sheet of the Corporation to be made at
such times as they may desire, by a firm of certified public accountants
authorized to practice in the State of Florida.

                                   ARTICLE X.

                                     NOTICE

         Section 10.1.     Notice. Whenever written notice is required by law,
the Articles of Incorporation or these By-Laws, to be given to any director,
member of a committee or shareholder, such notice may be given by mail,
addressed to such director, member of a committee or shareholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by facsimile transmission and such notice shall be deemed
to be given at the time of receipt thereof if given personally or at the time of
transmission thereof if given by facsimile transmission.

         Section 10.2.     Waiver of Notice. Whenever any notice is required to
be given under these By-Laws or the Articles of Incorporation, a waiver thereof,
in writing, by the person entitled thereto, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.