THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Florida Rock Industries, Inc. (FRK)

12/23/2005 Proxy Information

Edward L. Baker and John D. Baker II are brothers. Thompson S. Baker II is the son of Edward L. Baker.

Four directors of the Company (Edward L. Baker, John D. Baker II, Thompson S. Baker II and Luke E. Fichthorn III) also are directors of Patriot Transportation Holding, Inc. ("Patriot"). The four directors beneficially own approximately 48.4% of the stock of Patriot and 26% of the stock of the Company. The Bakers may be considered to be control persons of both the Company and Patriot.

Patriot routinely hauls petroleum products for the Company. Patriot has numerous petroleum hauling competitors at all terminal and plant sites and the rates charged are, accordingly, established by competitive conditions. The Company also leases from Patriot certain construction aggregates mining sites and other properties, including the Company's principal offices. The Company paid rents and royalties and charges for transportation services to subsidiaries of Patriot totaling $6,728,000 in fiscal 2005. Approximately 5.1% of Patriot's revenue was attributable to the Company during fiscal year 2005. The Company provides certain administrative, human resources, risk management and property management services to Patriot. Our subsidiaries charged Patriot $174,000 for these services in fiscal 2005.

Mr. Fichthorn provides the Company with financial consulting and other services on an ongoing basis for which he receives $60,000 per year.

12/17/2004 Proxy Information

Edward L. Baker and John D. Baker II are brothers. Thompson S. Baker II is the son of Edward L. Baker.

The Company and Patriot routinely are engaged in business together through the hauling by Patriot of petroleum products and other products for the Company and the leasing to the Company of construction aggregates mining and other properties. Patriot has numerous petroleum hauling competitors at all terminal and plant sites and the rates charged are, accordingly, established by competitive conditions. The Company paid rents, royalties construction, management services, and transportation charges to subsidiaries of Patriot totaling $7,623,000 in fiscal 2004. Approximately 6.6% of Patriot's revenue was attributable to the Company during fiscal year 2004. Under an amended agreement, the Company provides certain tax, legal, administrative, human resources, health benefits, risk management and property management services to Patriot and its subsidiaries and charged Patriot $372,000 for these services in fiscal 2004.

Mr. Fichthorn provided the Company with financial consulting and other services during fiscal 2004 for which he received $60,000.

In May 2004, the Company acquired from a subsidiary of Patriot a 935 acre parcel of property in Miami, Florida for $1,628,000. In May 2004, the Company acquired from a subsidiary of Patriot 108 acres of land located in the northwest quadrant of I-395 and I-495 at Edsall Road in Springfield, Virginia for $15,000,000. In March 2004, the Company purchased from a subsidiary of Patriot a 6,321 acre parcel of property near Lake City, Florida for $13,000,000. Each of these transactions was approved by a committee of independent directors.

In the opinion of the Company, the terms, conditions, transactions and payments under the agreements with the persons described above were not less favorable to the Company than those which would have been available from unaffiliated persons.

12/29/2003 Proxy Information

Edward L. Baker and John D. Baker II are brothers. Thompson S. Baker II is the son of Edward L. Baker.

The Company and Patriot routinely are engaged in business together through the hauling by Patriot of petroleum products and other products for the Company and the leasing to the Company of construction aggregates mining and other properties. Patriot has numerous petroleum hauling competitors at all terminal and plant sites and the rates charged are, accordingly, established by competitive conditions. The Company paid rents, royalties construction, management services, and transportation charges to subsidiaries of Patriot totaling $7,305,000 in 2003. Approximately 7.1% of Patriot's revenue was attributable to the Company during fiscal year 2003. Under an amended agreement, the Company provides certain tax, legal, administrative, human resources, health benefits, risk management and property management services to Patriot and its subsidiaries and charged Patriot $440,000 for these services in fiscal 2003.

Mr. Fichthorn provided the Company with financial consulting and other services during fiscal 2003 for which he received $60,000.

Mr. Fichthorn, who will be a member of the Compensation Committee until December 31, 2003, is among the five directors of the Company who are also directors of Patriot Transportation Holding, Inc. ("Patriot"). The other four directors of both Patriot and the Company who are not members of the Compensation Committee are Edward L. Baker, John D. Baker II, Thompson S. Baker II and Martin E. Stein Jr. The five directors own approximately 49.0% of the stock of Patriot and 27.9% of the stock of the Company. Accordingly, the Bakers, who own approximately 27.6% of the stock of the Company and 46.0% of the stock of Patriot, may be considered to be control persons of both the Company and Patriot. Mr. Stein has tendered his resignation from the Company's Board of Directors effective January 1, 2004.

In September 2003, the Company acquired 796 acres of land from a subsidiary of Patriot for $1,836,000. In May 2003, the Company agreed to acquire from a subsidiary of Patriot a 935 acre parcel of property in Miami, Florida for $1,638,000. In February 2002, the Company agreed to purchase from a subsidiary of Patriot 108 acres of land located in the northwest quadrant of I-395 and I-495 at Edsall Road in Springfield, Virginia for $15,000,000. In December 2003, the Company agreed to purchase from a subsidiary of Patriot a 6,300 acre parcel of property near Lake City, Florida for $13,000,000. Each of these transactions was approved by a committee of independent directors.