FLORIDA ROCK INDUSTRIES INC
DO INDEMNIFICATION AGREEMENT FORM
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>indemnificationagreementform.txt
<DESCRIPTION>DO INDEMNIFICATION AGREEMENT FORM
<TEXT>
Director/Officer
Indemnification Agreement

       This Indemnification Agreement (this "Agreement") is made
and entered into as of  _____________, 2007, between Florida Rock
Industries, Inc., a Florida corporation (the "Company "), and
 ____________ ("Director/Officer").

Recitals

       Whereas, it is essential to the Company to retain and
attract talented and experienced persons as directors and
officers;

       Whereas, Director/Officer is a director and/or officer of
the Company;

       Whereas, both the Company and Director/Officer recognize
the increased risk of litigation and other claims being asserted
against directors and officers of public companies;

       Whereas, the Articles of Incorporation of the Company (the
"Articles") require the Company to indemnify its directors and
officers;

       Whereas, Director/Officer has been serving and intends to
continue serving as a director and/or officer of the Company in
part in reliance on this Agreement;

       Whereas, in recognition of the increased difficulty in
attracting and retaining the most capable persons as directors
and officers and Director/Officer's need for specific
contractual assurance that indemnification will be available to
Director/Officer, regardless of, among other things, any
amendment to or revocation of the Articles or any change in the
composition of the Board of Directors of the Company (the
"Board") or acquisition transaction relating to the Company, and
as an inducement to continue to provide effective services to
the Company as a director and/or officer thereof, the Company
believes it is in the best interests of the Company and its
shareholders to provide for the indemnification of and the
advancing of expenses to Director/Officer to the fullest extent
(whether partial or complete) permitted by law and as set forth
in this Agreement, and, to the extent insurance is maintained,
for the coverage of Director/Officer under the Company's
directors' and officers' liability insurance policies;

       Accordingly, as an inducement to Director/Officer to serve
as a director or officer of the Company directly or, at its
request, as a director or officer of another enterprise, the
parties hereto, intending to be legally bound hereby, agree as
follows:

      1.            Certain Definitions.  In addition to terms defined
elsewhere herein, the following terms have the following
meanings when used in this Agreement:



      (a)          Affiliate:  has the meaning set forth in Rule 12b-2
of the regulations promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act").

      (b)          Change in Control:  shall be deemed to have occurred
if an event set forth in any one of the following paragraphs
shall have occurred:

      (1)           Any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person")
becomes the beneficial owner (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 15 percent or more of
either (i) the then-outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (ii) the
combined voting power of the then-outstanding Voting Securities
of the Company (the "Outstanding Company Voting Securities");
provided, however, that the following acquisitions shall not
constitute a Change of Control:  (A) any acquisition directly
from the Company, (B) any acquisition by the Company, (C) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any Affiliate or (D)
any acquisition by any corporation pursuant to a transaction
that complies with Sections 1(b)(3)(i), 1(b)(3)(ii) and
1(b)(3)(iii);  or (E) acquisitions by Baker Holdings, L.P.,
Edward L. Baker, John D. Baker II or Thompson S. Baker II of
additional Common Stock that do not cause their aggregate
beneficial ownership to exceed forty-nine percent of the
Outstanding Common Stock;

      (2)           Any time at which individuals who, as of the date
hereof, constitute the Board (the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote
of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest
with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board;

      (3)           Consummation of a reorganization, merger, statutory
share exchange or consolidation or similar transaction involving
the Company or any of its Subsidiaries, a sale or other
disposition of all or substantially all of the assets of the
Company, or the acquisition of assets or stock of another entity
by the Company or any of its Subsidiaries (each, a "Business
Combination"), in each case unless, following such Business
Combination, (i) all or substantially all of the individuals and
entities that were the beneficial owners of the Outstanding
Company Common Stock and the Outstanding Company Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50 percent
of the then-outstanding shares of common stock (or, for a non-
corporate entity, equivalent securities) and the combined voting
power of the then-outstanding voting securities entitled to vote
generally in the election of directors (or, for a non-corporate
entity, equivalent governing body), as the case may be, of the
entity resulting from such Business Combination (including,
without limitation, an entity that, as a result of such
transaction, owns the Company or all or substantially all of the
Company's assets either directly or through one or more
Subsidiaries) in substantially the same proportions as their
ownership immediately prior to such Business Combination of the
Outstanding Company Common Stock and the Outstanding Company
Voting Securities, as the case may be, (ii) no Person (excluding
any corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 35 percent or more
of, respectively, the then-outstanding shares of common stock of
the corporation resulting from such Business Combination or the
combined voting power of the then-outstanding voting securities
of such corporation, except to the extent that such ownership
existed prior to the Business Combination, and (iii) at least a
majority of the members of the board of directors (or, for a
non-corporate entity, equivalent governing body) of the entity
resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial
agreement or of the action of the Board providing for such
Business Combination; or

      (4)           Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.

       Notwithstanding the foregoing, in the event of any
disposition of all or substantially all of the assets of the
Company pursuant to a spin-off, split-up or similar transaction
(a "Spin-off"), such Spin-off shall not be deemed a Change of
Control if, immediately following the Spin-off, the individuals
and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, 100 percent of the
outstanding shares of common stock and the combined voting power
of the then outstanding voting securities entitled to vote
generally in the election of directors of the entities resulting
from such transaction, in substantially the same proportions as
their ownership, immediately prior to such transaction, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities; provided, that if another Business Combination
involving any resulting entity occurs in connection with or
following a Spin-off, such Business Combination shall be
analyzed separately for purposes of determining whether a Change
of Control has occurred.

      (c)          Claim:  means any threatened, asserted, pending or
completed claim, action, suit or proceeding, or any hearing,
inquiry or investigation, whether instituted by the Company or
any governmental agency or any other party, that
Director/Officer in good faith believes might lead to the
institution of any such claim, action, suit or proceeding,
whether civil, criminal, administrative, investigative or other,
including any arbitration or other alternative dispute
resolution mechanism.

      (d)           Company:  includes, in addition to Florida Rock
Industries, Inc., any Subsidiary of Florida Rock Industries,
Inc. and any constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger to which
Florida Rock Industries, Inc. (or any of its wholly owned
subsidiaries) is a party which, if its separate existence had
continued, would have had power and authority to indemnify its
directors or officers, so that if Director/Officer is or was a
director or officer of such constituent corporation, or is or
was a director or officer of such constituent corporation
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise,
Director/Officer shall stand in the same position under the
provisions of this Agreement with respect to the resulting or
surviving corporation as Director/Officer would have with
respect to such constituent corporation if its separate
existence had continued.

      (e)           Expenses:  include attorneys' fees and all other
costs, expenses and obligations (including experts' fees, court
costs, retainers, transcript fees, duplicating costs, printing
and binding costs, as well as telecommunications, postage and
courier charges) paid or incurred in connection with
investigating, defending, settling, being a witness in or
participating in (including on appeal), or preparing to
investigate, defend, be a witness in or participate in, any
Claim relating to any Indemnifiable Event.

      (f)           Indemnifiable Amounts:  means any and all Expenses,
liability, loss and damages (including judgments, fines,
penalties, ERISA excise taxes and amounts paid in settlement and
all interest, assessments or other charges paid or payable in
connection with or in respect of such Expenses, judgments,
fines, penalties, excise taxes or amounts paid in settlement)
arising out of or resulting from any Claim relating to an
Indemnifiable Event.

      (g)          Indemnifiable Event:  means any event or occurrence,
whether occurring before or after the date of this Agreement,
related to the fact that Director/Officer is or was or is
claimed to be an officer and/or director or fiduciary of the
Company, or is or was serving at the request of the Company as a
director, officer, employee, trustee, agent or fiduciary of
another corporation, limited liability company, partnership,
joint venture, employee benefit plan, trust or other entity or
other enterprise, or by reason of anything done or not done by
Director/Officer in any such capacity, or by reason of the fact
that Director/Officer personally guaranteed any obligation of
the Company.

      (h)          Independent Legal Counsel:  means an attorney or firm
of attorneys, selected in accordance with the provisions of
Section 3, who is experienced in matters of corporate law and who
shall not have otherwise performed services for the Company or
Director/Officer within the last five years (other than with
respect to matters concerning the rights of Director/Officer
under this Agreement, or of other Director/Officers under
similar indemnity agreements).  Such Independent Legal Counsel
shall not include any person who, under the applicable standards
of professional conduct then prevailing, would have a conflict
of interest in representing either the Company or
Director/Officer in any action to determine Director/Officer's
rights under this Agreement.

      (i)           Other enterprise or another enterprise:  means any
other corporation or any partnership, joint venture, trust,
employee benefit plan or enterprise of which such person is or
was serving at the request of the Company as a director,
officer, employee or agent.

      (j)           Reviewing Party:  means any appropriate person or
body consisting of a member or members of the Board, any other
person or body appointed by the Board who is not a party to the
particular Claim for which Director/Officer is seeking
indemnification, or Independent Legal Counsel.

      (k)          Subsidiary:  means any corporation, partnership or
other entity or organization of which more than 50% of the
outstanding voting securities or other ownership interests
having by their terms ordinary voting power to elect a majority
of the board of directors is directly or indirectly owned or
controlled by the Company, by one or more of its Subsidiaries
(as defined in the preceding clause) or by the Company and any
one or more of its Subsidiaries.

      (l)           Voting Securities:  means any securities of the
Company which vote generally in the election of directors.

      2.            Basic Indemnification Arrangement; Advancement of
Expenses.

      (a)           In the event Director/Officer was, is or becomes a
party to or witness or other participant in, or is threatened to
be made a party to or witness or other participant in, a Claim
by reason of (or arising in part out of) an Indemnifiable Event,
the Company shall indemnify Director/Officer to the fullest
extent permitted by law as soon as practicable but in any event
no later than thirty (30) days after written demand is presented
to the Company, against any and all Indemnifiable Amounts.

      (b)           If so requested by Director/Officer, the Company
shall advance (within two business days of such request) any and
all Expenses incurred by Director/Officer (an "Expense Advance
").  The Company shall, in accordance with such request (but
without duplication), either (i) pay such Expenses on behalf of
Director/Officer, or (ii) reimburse Director/Officer for such
Expenses.  Director/Officer's right to an Expense Advance is
absolute and shall not be subject to any prior determination by
the Reviewing Party that Director/Officer has satisfied any
applicable standard of conduct for indemnification.

      (c)           Notwithstanding anything in this Agreement to the
contrary, Director/Officer shall not be entitled to
indemnification or any Expense Advances pursuant to this
Agreement (i) in connection with any Claim initiated by
Director/Officer against the Company or any director or officer
of the Company unless (x) the Company has joined in or the Board
has authorized or consented to the initiation of such Claim or
(y) the Claim is one to enforce Director/Officer's rights under
this Agreement or (ii) on account of any suit in which judgment
is rendered against Director/Officer pursuant to Section 16(b)
of the Exchange Act for an accounting of profits made from the
purchase or sale by the Director/Officer of securities of the
Company.

      (d)           Notwithstanding the foregoing, (i) the
indemnification obligations of the Company under Section 2(a)
shall be subject to the condition that the Reviewing Party shall
not have determined (in a written opinion, in any case in which
the Independent Legal Counsel referred to in Section 3 hereof is
involved) that Director/Officer would not be permitted to be
indemnified under applicable law, and (ii) the obligation of the
Company to make an Expense Advance pursuant to Section 2(b) shall
be subject to the condition that, if, when and to the extent
that the Reviewing Party determines that Director/Officer would
not be permitted to be so indemnified under applicable law, the
Company shall be entitled to be reimbursed by Director/Officer
(who hereby agrees to reimburse the Company) for all such
amounts theretofore paid (it being understood and agreed that
the foregoing agreement by Director/Officer shall be deemed to
satisfy any requirement that Director/Officer provide the
Company with an undertaking to repay any Expense Advance if it
is ultimately determined that Director/Officer is not entitled
to indemnification under applicable law); provided, however,
that if Director/Officer has commenced or thereafter commences
legal proceedings in a court of competent jurisdiction to secure
a determination that Director/Officer should be indemnified
under applicable law, any determination made by the Reviewing
Party that Director/Officer would not be permitted to be
indemnified under applicable law shall not be binding and
Director/Officer shall not be required to reimburse the Company
for any Expense Advance until a final judicial determination is
made with respect thereto (as to which all rights of appeal
therefrom have been exhausted or lapsed).  Director/Officer's
undertaking to repay such Expense Advances shall be unsecured
and interest-free.  If there has not been a Change in Control,
the Reviewing Party shall be selected by the Board, and if there
has been a Change in Control, the Reviewing Party shall be the
Independent Legal Counsel referred to in Section 3 hereof.  If
there has been no determination by the Reviewing Party or if the
Reviewing Party determines that Director/Officer substantively
would not be permitted to be indemnified in whole or in part
under applicable law, Director/Officer shall have the right to
commence litigation in any court in the State of Florida having
subject matter jurisdiction thereof and in which venue is proper
seeking an initial determination by the court or challenging any
such determination by the Reviewing Party or any aspect thereof,
including the legal or factual bases therefor, and the Company
hereby consents to service of process and to appear in any such
proceeding.  The basis of such indemnification by virtue of a
court determination shall be a determination by such court that
indemnification of Director/Officer is proper in the
circumstances because Director/Officer has met the applicable
standard of conduct.  Neither a contrary determination in the
specific case under this Section 2(d) nor the absence of any
determination hereunder shall be a defense to such application
or create a presumption that Director/Officer has not met any
applicable standard of conduct.  Notice of any application for
indemnification pursuant to this Section 2(d) shall be given to
the Company promptly upon the filing of such application.  If
successful, in whole or in part, Director/Officer shall also be
entitled to be paid the Expenses of prosecuting such
application.  Any determination by the Reviewing Party otherwise
shall be conclusive and binding on the Company and
Director/Officer.

      3.            Change in Control.  The Company agrees that if there
is a Change in Control of the Company then with respect to all
matters thereafter arising concerning the rights of
Director/Officer to indemnity payments and Expense Advances
under this Agreement or any other agreement, applicable law, the
Certificate of Incorporation of the Company (the "Charter") or
the Articles now or hereafter in effect relating to
indemnification for Indemnifiable Events, the Company shall seek
legal advice only from Independent Legal Counsel selected by
Director/Officer and approved by the Company (which approval
shall not be unreasonably delayed, conditioned or withheld).
Such counsel, among other things, shall render its written
opinion to the Company and Director/Officer as to whether and to
what extent Director/Officer would be permitted to be
indemnified under applicable law.  The Company agrees to pay the
reasonable fees of the Independent Legal Counsel referred to
above and to indemnify fully such counsel against any and all
expenses (including attorneys' fees), claims, liabilities and
damages arising out of or relating to this Agreement or its
engagement pursuant hereto.

      4.            Indemnification for Additional Expenses.  The Company
shall indemnify Director/Officer against any and all Expenses
and, if requested by Director/Officer, shall provide such
Expense Advances to Director/Officer subject to and in
accordance with Section 2(b), which are incurred by
Director/Officer in connection with any action brought by
Director/Officer for (i) indemnification or payment of Expense
Advances by the Company under this Agreement, the Articles or
the Charter now or hereafter in effect and/or (ii) recovery under
any directors' and officers' liability insurance policies
maintained by the Company, regardless of whether
Director/Officer ultimately is determined to be entitled to such
indemnification, Expense Advance or insurance recovery, as the
case may be.

      5.            Partial Indemnity, Etc.  If Director/Officer is
entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of the
Expenses or other Indemnifiable Amounts in respect of a Claim
but not, however, for the total amount thereof, the Company
shall nevertheless indemnify Director/Officer for the portion
thereof to which Director/Officer is entitled.  Moreover,
notwithstanding any other provision of this Agreement, to the
extent that Director/Officer has been successful on the merits
or otherwise in defense of any or all Claims relating in whole
or in part to an Indemnifiable Event or in defense of any issue
or matter therein, including dismissal without prejudice,
Director/Officer shall be indemnified against all Expenses
incurred in connection therewith.

      6.            Witness Expenses.  The Company agrees to compensate
Director/Officer for the reasonable value of Director/Officer's
time spent, and to reimburse Director/Officer for all Expenses
incurred by Director/Officer, in connection with being a
witness, or if Director/Officer is threatened to be made a
witness, with respect to any Claim involving the Company to
which Director/Officer is not a party.

      7.            Burden of Proof.  In connection with any
determination by the Reviewing Party or otherwise as to whether
Director/Officer is entitled to be indemnified hereunder the
Reviewing Party or court shall presume that Director/Officer has
satisfied the applicable standard of conduct and is entitled to
indemnification, and the burden of proof shall be on the Company
to establish, by clear and convincing evidence, that
Director/Officer is not so entitled.

      8.            Reliance as Safe Harbor.  For purposes of this
Agreement, Director/Officer shall be deemed to have acted in
good faith and in a manner Director/Officer reasonably believed
to be in or not opposed to the best interests of the Company, if
Director/Officer's actions or omissions are based on the records
or books of account of the Company or another enterprise, or on
information supplied to such person by the officers of the
Company or another enterprise in the course of their duties, or
on the advice of legal counsel for the Company or another
enterprise or on information or records given or reports made to
the Company or another enterprise by an independent certified
public accountant or by an appraiser or other expert selected
with reasonable care by the Company or another enterprise.  In
addition, the knowledge and/or actions, or failures to act, of
any director, officer, agent or employee of the Company shall
not be imputed to Director/Officer for purposes of determining
the right of indemnity hereunder.  The provisions of this Section
8 shall not be deemed to be exclusive or to limit in any way the
other circumstances in which Director/Officer may be deemed to
have met the applicable standard of conduct.

      9.            No Other Presumptions.  For purposes of this
Agreement, the termination of any Claim by judgment, order,
settlement (whether with or without court approval) or
conviction, or upon a plea of nolo contendere, or its
equivalent, shall not create a presumption that Director/Officer
did not meet any particular standard of conduct or have any
particular belief or that a court has determined that
indemnification is not permitted by applicable law.  In addition,
neither the failure of the Reviewing Party to have made a
determination as to whether Director/Officer has met any
particular standard of conduct or had any particular belief, nor
an actual determination by the  Reviewing Party that
Director/Officer has not met such standard of conduct or did not
have such belief, prior to the commencement of legal proceedings
by Director/Officer to secure a judicial determination that
Director/Officer should be indemnified under applicable law
shall be a defense to Director/Officer's claim or create a
presumption that Director/Officer has not met any particular
standard of conduct or did not have any particular belief.

      10.         Nonexclusivity, Etc.  The rights of Director/Officer
hereunder shall be in addition to any other rights
Director/Officer may have under the Articles or the Charter or
applicable law or otherwise.  To the extent that a change in
applicable law (whether by statute or judicial decision) permits
greater indemnification by agreement than would be afforded
currently under the Articles or the Charter or this Agreement,
it is the intent of the parties hereto that Director/Officer
shall enjoy by this Agreement the greater benefits so afforded
by such change.



      11.          Liability Insurance.  The Company shall maintain the
directors' and officers' liability insurance coverage described
on Exhibit A for as long as the Director/Officer continues to
serve as a director or officer of the Company and for a period
of six years thereafter.

      12.          Period of Limitations.  No legal action shall be
brought and no cause of action shall be asserted by or on behalf
of the Company (or any Affiliate of the Company) against
Director/Officer, Director/Officer's spouse, heirs, executors or
personal or legal representatives after the expiration of two
years from the date of accrual of such cause of action, and any
claim or cause of action of the Company shall be extinguished
and deemed released unless asserted by the timely filing of a
legal action within such period; provided, however, that if any
shorter period of limitations is otherwise applicable to any
such cause of action such shorter period shall govern.

      13.          Amendments, Etc.  No supplement, modification or
amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provisions hereof (whether or not similar)
nor shall such waiver constitute a continuing waiver.  Except as
specifically provided herein, no failure to exercise or any
delay in exercising any right or remedy hereunder shall
constitute a waiver thereof.

      14.          Subrogation.  In the event of payment under this
Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery of Director/Officer,
who shall execute all papers reasonably required and shall do
everything that may be reasonably necessary to secure such
rights, including the execution of such documents necessary to
enable the Company effectively to bring suit to enforce such
rights.

      15.          No Duplication of Payments.  The Company shall not be
liable under this Agreement to make any payment in connection
with any Claim made against Director/Officer to the extent
Director/Officer has otherwise actually received payment (under
any insurance policy, the Articles, the Charter or otherwise) of
the amounts otherwise indemnifiable hereunder.

      16.          Defense of Claims.  The Company shall be entitled to
participate in the defense of any Claim relating to an
Indemnifiable Event or to assume the defense thereof, with
counsel reasonably satisfactory to Director/Officer; provided
that if Director/Officer believes, after consultation with
counsel selected by Director/Officer, that (i) the use of counsel
chosen by the Company to represent Director/Officer would
present such counsel with an actual or potential conflict of
interest, (ii) the named parties in any such Claim (including any
impleaded parties) include both the Company and Director/Officer
and Director/Officer concludes that there may be one or more
legal defenses available to him or her that are different from
or in addition to those available to the Company, or (iii) any
such representation by such counsel would be precluded under the
applicable standards of professional conduct then prevailing,
then Director/Officer shall be entitled to retain separate
counsel (but not more than one law firm plus, if applicable,
local counsel in respect of any particular Claim) at the
Company's expense.  The Company shall not waive any privilege or
right available to Director/Officer in any such Claim without
Director/Officer's prior written consent.  The Company shall not
be liable to Director/Officer under this Agreement for any
amounts paid in settlement of any Claim relating to an
Indemnifiable Event effected without the Company's prior written
consent.  The Company shall not, without the prior written
consent of Director/Officer, effect any settlement of any Claim
relating to an Indemnifiable Event which Director/Officer is or
could have been a party unless such settlement solely involves
the payment of money and includes a complete and unconditional
release of Director/Officer from all liability on all claims
that are the subject matter of such Claim.  Neither the Company
nor Director/Officer shall unreasonably withhold its or his or
her consent to any proposed settlement; provided that
Director/Officer may withhold consent to any settlement that
does not provide a complete and unconditional release of
Director/Officer.  If Director/Officer is the subject of or is
implicated in any way during any proceeding, the Company will
share with Director/Officer any information it has turned over
to any third parties concerning the investigation.

      17.          Binding Effect, Etc.  This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors, (including any
direct or indirect successor by purchase, merger, consolidation
or otherwise to all, substantially all, or a substantial part,
of the business and/or assets of the Company), assigns, spouses,
heirs, executors and personal and legal representatives.  The
Company shall require and cause 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, by written agreement in form and substance satisfactory
to Director/Officer and his or her counsel, expressly to assume
and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform if
no such succession had taken place.  This Agreement shall
continue in effect regardless of whether Director/Officer
continues to serve as an officer and/or director of the Company
or of any other entity or other enterprise at the Company's
request.

      18.          Severability.  The provisions of this Agreement shall
be severable in the event that any of the provisions hereof
(including any provision within a single section, paragraph or
sentence) are held by a court of competent jurisdiction to be
invalid, void or otherwise unenforceable in any respect, and the
validity and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in
any way impaired and shall remain enforceable to the fullest
extent permitted by law.  Furthermore, to the fullest extent
possible, the provisions of this Agreement (including, without
limitation, each portion of this Agreement containing any
provision held to be invalid, void or otherwise unenforceable,
that is not itself invalid, void or unenforceable) shall be
construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.

      19.          Counterparts.  This Agreement may be executed in one
or more counterparts, each of which shall for all purposes be
deemed to be an original but all of which together shall
constitute one and the same agreement.  Only one such counterpart
signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement.

      20.          Headings.  The headings of the sections and
paragraphs of this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or
to affect the construction or interpretation thereof.

      21.          Governing Law.  This Agreement shall be governed by
and construed and enforced in accordance with the laws of the
State of Florida applicable to contracts made and to be
performed in such state without giving effect to the principles
of conflicts of laws.


[Signatures on Next Page]








In Witness Whereof, the parties hereto have executed this
Agreement as of the date first above written.

Florida Rock Industries, Inc.





By:



Name:


Title:



Director/Officer





By:



Name:





1


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</DOCUMENT>
