Exhibit 10(c)

                        Amendment to Employment Agreement


Amendment made as of this 26th day of February 2004 to the Employment Agreement
dated as of February 2, 1999 (the "Employment Agreement") by and between Florida
East Coast Industries, Inc. ("FECI"), a Florida corporation and ________________
________ (the "Executive").

Witneseth

Whereas FECI and the Executive have previously entered into the Employment
Agreement; and

Whereas FECI and the Executive desire to amend the Employment Agreement

Now, Therefore, the parties hereto agree that the Employment Agreement to be
amended effective as of February 26, 2004, as follows:

         1. Section 4 of the Employment Agreement is hereby amended as follows:

                  a) Section 4.b (ii) is deleted in its entirety and replaced
         with the following provision:

                  FECI shall pay to the Executive in forty-eight (48)
                  semi-monthly installments beginning 15 days following the Date
                  of Termination an amount equal to twice the sum of the
                  Executive's Annual Base Salary and the annual incentive bonus
                  at target as set forth in Section 2(b)(ii) hereof.

         2. Except as expressly set forth herein, all other provisions of the
Employment Agreement shall remain in full force and effect.

In witness whereof, the parties hereto have executed this amended Employment
Agreement as of the day and year first written above.

                                           COMPANY:

                                           FLORIDA EAST COAST INDUSTRIES, INC.

                                           By
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                                           EXECUTIVE:


                                           By
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