Related Party Transactions and Outside Related Director Information

RailAmerica, Inc. (RRA)

4/17/2006 Proxy Information

We entered into a Separation Agreement terminating Gary O. Marino’s employment as our Chief Executive Officer and President, effective as of April 14, 2004. The agreement provided for a $100,000 payment to Mr. Marino and a $3.0 million payment into his deferred compensation trust. Mr. Marino will remain eligible for performance awards under our Long-Term Incentive Program, or LTIP, if any, to the extent of a 75% prorated portion of his performance award through December 31, 2006, with any such award being determined in accordance with the criteria set forth in the LTIP.

Mr. Marino will receive reimbursement for his monthly premiums to maintain medical and dental insurance for him and his qualified dependents under the company’s group health plan under the terms of “COBRA”, or a replacement plan, for a period of five years. A total of 116,666 of Mr. Marino’s unvested options to purchase shares of our common stock became immediately vested and, together with 1,433,334 previously vested options, have either been exercised or expired as of April 7, 2006. In addition, 24,918 unvested shares of restricted stock became immediately vested and free of such restrictions. Mr. Marino’s agreement contained non-competition provisions that expired in April 2005.