PROVIDENCE AND WORCESTER RAILROAD COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PROVIDENCE AND WORCESTER RAILROAD COMPANY

75 Hammond Street

Worcester, Massachusetts 01610

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

April 28, 2010

PLEASE TAKE NOTICE that the 2010 annual meeting of the shareholders of
Providence and Worcester Railroad Company (the "Company") will be held at Union
Station, Two Washington Square, Worcester, Massachusetts, on Wednesday, April
28, 2010 at 10:00 o'clock A.M., local time, for the following purposes:

(1) To elect four directors (by the holders of Common Stock only) and six
directors (by the holders of Preferred Stock only) to serve for terms of
one year and until their successors are elected and qualified;

(2) To act upon a shareholder proposal to establish age 75 as a mandatory
retirement age for members of the Board of Directors; and

(3) To transact such other business, if any, as may properly come before
the meeting or any adjournment or adjournments thereof (by the holders of
Common Stock and Preferred Stock, voting as separate classes).

Holders of record of the Common Stock or Preferred Stock on the books of
the Company as of the close of business on February 26, 2010 will be entitled to
vote.

By Order of the Board of Directors

MARIE A. ANGELINI
Secretary and General Counsel
PROVIDENCE AND WORCESTER RAILROAD COMPANY

Worcester, Massachusetts
March 26, 2010

Proxy cards for Common Stock and Preferred Stock of the Company will be
mailed separately. If you are the holder of record of both Common Stock and
Preferred Stock of the Company, you will receive two packages, each containing a
proxy card. Kindly fill in, date and sign the enclosed proxy card and promptly
return the same in the enclosed addressed envelope, which requires no postage if
mailed in the United States. If you are personally present at the meeting, the
proxy or proxies will not be used without your consent.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 28, 2010.

The Company's Proxy Statement, sample proxy card and 2009 Annual Report on
Form 10-K are available at: www.edocumentview.com/pwx.

PROVIDENCE AND WORCESTER RAILROAD COMPANY

PROXY STATEMENT

Annual Meeting of Shareholders

April 28, 2010

SOLICITATION AND REVOCATION OF PROXIES

The accompanying proxy is solicited by the Board of Directors of
Providence and Worcester Railroad Company (the "Company") in connection with the
annual meeting of the shareholders to be held April 28, 2010; the Company will
bear the cost of such solicitation. It is expected that the solicitation of
proxies will be primarily by mail. Proxies may also be solicited personally by
regular employees of the Company at nominal cost. The Company may reimburse
brokerage houses and other custodians, nominees and fiduciaries holding stock
for others in their names, or in those of their nominees, for their reasonable
out-of-pocket expenses in sending proxy materials to their principals or
beneficial owners and obtaining their proxies. Any shareholder giving a proxy
has the power to revoke it at any time prior to its exercise by (i) filing a
written revocation of the proxy with the Secretary of the Company, (ii)
submitting a signed proxy card bearing a later date or (iii) attending and
voting in person at the meeting provided the shareholder is the holder of record
of the underlying shares and a written revocation of the shareholder's grant of
proxy has been filed with the Secretary of the Company. Notice of revocation may
be delivered in writing to the Secretary at Providence and Worcester Railroad
Company, 75 Hammond Street, Worcester, Massachusetts 01610, Attn: Secretary. If
a shareholder holds shares in the name of a broker, bank or other nominee, such
shareholders will need to contact the nominee in order to revoke a proxy. Any
votes with respect to shares held in street name through a broker or bank may
only be changed in person if you have a legal proxy in the shareholder's name
from Broadridge Financial Solutions or the broker or bank. Every properly signed
proxy will be voted in accordance with the specifications made thereon.

The Company's Annual Report for 2009, including financial statements, this
proxy statement and the accompanying proxy or proxies are expected to be first
sent to shareholders on or about March 26, 2010. Neither the Annual Report nor
the financial statements therein are incorporated in this Proxy Statement and do
not form any part of the material for the solicitation of proxies.

VOTING AT MEETING

Only shareholders of record at the close of business on February 26, 2010
will be entitled to vote at the meeting. The holders of a majority of each class
of stock of the Company present at the meeting or represented by proxy will
constitute a quorum for the transaction of business at the meeting. Under the
Company's charter, the holders of the Company's Common Stock, par value $.50 per
share, voting separately as a class, are entitled to one vote for each share
held in the election of one-third (1/3) of the Board of Directors of the Company
proposed to be elected at the meeting (or the nearest larger whole number, if
such fraction is not a whole number). The holders of the Company's Preferred
Stock, par value $50 per share, voting separately as a class, are entitled to
one vote for each share held in the election of the balance of the Board of
Directors proposed to be elected at the meeting. The holders of the Company's
Common Stock and the holders of the Company's Preferred Stock are entitled to
one vote per share, voting as separate classes and not together, upon all other
matters presented to the shareholders for their approval.

Common Stock directors will be elected in each case by vote of the holders
of a majority of the Common Stock present or represented by proxy at the
meeting, and the Preferred Stock directors will be similarly elected by vote of
the holders of a majority of the Preferred Stock.

Shares represented by proxies which are marked "withhold" with respect to
the election of any particular nominee for director will be counted as shares
present and entitled to vote, and, accordingly, any such marking of a proxy will
have the same effect as a vote against the election to which it relates.

Brokers who hold shares in street name may lack authority to vote such
shares on certain items, absent specific instructions from their customers.
Shares subject to such "broker non-votes" will not be treated as shares entitled
to vote on the matters to which they relate and therefore will be treated as not
present at the meeting for those purposes, but otherwise will have no effect on
the outcome of the voting on such matters. Please note that this year the rules
regarding how brokers may vote shares have changed. Brokers may no longer vote
on the election of directors in the absence of specific instructions from a
shareholder. Furthermore, the shareholder proposal set forth in Proposal No. 2
below is considered a "non-discretionary" matter which prohibits brokers from
voting on the proposal without receiving instructions from the beneficial owner
of the shares. As such, shareholders are encouraged to provide instructions to
their brokers regarding the voting of their shares.

On the record date, there were 4,814,728 shares of the Company's Common
Stock and 640 shares of the Company's Preferred Stock outstanding and entitled
to vote at the meeting.

COMPOSITION OF THE BOARD OF DIRECTORS

Independence

The Board of Directors has reviewed the relationship that each director,
which includes each of the nominees standing for election at the 2010 annual
meeting, has with the Company and has determined that all directors, other than
Robert H. Eder and P. Scott Conti, are independent as defined under the NASDAQ
listing standards.

Selection of Directors

The Company does not have a written procedure for shareholders to make
nominations to the Board of Directors, but the Company does consider such
nominations. The holders of the Preferred Stock elect a majority of the members
of the Board of Directors. Mr. Eder, who owns a majority of the Preferred Stock
and who serves as the Chairman of the Board of Directors of the Company,
involves himself in the screening and selection of directors of the Company when
vacancies occur on the Board of Directors, and the Board of Directors has voted
to sit as a committee of the whole to consider any recommendations made by
shareholders and/or other directors of persons to be directors of the Company
and in determining whether to nominate any such recommended person for election
by the shareholders. Thus, the Board of Directors has determined that (i) the
Company shall not have a nominating committee, and (ii) the Board of Directors
shall consider the competencies and experience of such recommended person as
they relate to the business of the Company, together with such person's age,
reputation and ability to carry out the requirements to serve as a director of
the Company. The Board of Directors does not have a policy with respect to
diversity and does not specifically consider issues of diversity such as gender,
race or origin when determining whether to nominate any person to be a director
of the Company. Because the Company is a "controlled" company as defined in Rule
5615(c)(2) of the NASDAQ Marketplace Rules, the Company is not subject to the
NASDAQ Marketplace Rules' requirement that a listed company adopt a formal
written charter or board resolution addressing the nominations process.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

At the annual meeting, four Common Stock directors and six Preferred Stock
directors are to be elected, and each will hold office until the next annual
meeting and until his successor is elected and qualified. The proxies named in
the accompanying proxy or proxies, who have been designated by the Board of
Directors, intend to vote,

unless otherwise instructed, for the election to the Board of Directors of the
persons named below, all of whom are now directors of the Company. The Board of
Directors anticipates that each of the nominees listed below will be available
to serve if elected. Certain information concerning such nominees is set forth
below:

Principal Occupation Director
Name and Age During Past Five Years Since(a)
- ------------ ---------------------- --------

Common Stock Director Nominees:
-------------------------------

Richard W. Anderson (62) President and Chief Investment Officer of Massachusetts 1998
Capital Resource Company; Senior Vice President
from 1986 through 2007

Robert H. Eder (77) Chairman and Chief Executive Officer of the Company 1965

John J. Healy (74) Director of Manufacturing Advancement Center and 1991
Director of Operations for the Massachusetts
Manufacturing Extension Partnership

Paul F. Titterton (34) Vice President and Executive Director of Fleet Portfolio 2008
Management of GATX Corporation; Vice President,
Strategic Growth from 2007 to 2008; Vice President,
Fleet Portfolio Management from 2005 to 2007

Preferred Stock Director Nominees:
----------------------------------

Frank W. Barrett (70) Retired; Executive Vice President of TD Bank (f/k/a TD 1995
Bank North, N.A.) from 2002 through April 2006

P. Scott Conti (52) President of the Company; Vice President Engineering 2005
from 1999 through November 2005

J. Joseph Garrahy (79) President of J. Joseph Garrahy & Associates, Inc. (business 1992
consultants)

James C. Garvey (53) President of Charter Bank. President and CEO of Flagship 2005
Bank & Trust Company 2001 to 2009

Charles M. McCollam, Jr. (77) President of Bertha M. McCollam, Inc.; Vice President 1996
and Secretary of Kronholm & McCollam (insurance
firms) and President of McCollam Associates (consultants)

Craig M. Scott (46) Partner, Scott & Bush, Ltd.; partner, Duffy, Sweeney & Scott, 2004
Ltd. from 1998 to 2009

(a) Dates of directorships include directorships of the Company's predecessors.

Directors' Qualifications and Brief Biographies

The particular experience and qualifications of individuals that led the
Company's Board of Directors to conclude at the time of nomination that service
as a director was desirable are as identified in the following brief
biographies. Additional attributes and skills are noted as well.

Richard W. Anderson, Director. Mr. Anderson has been a Director of the
Company since 1998. He is President and Chief Investment Officer of
Massachusetts Capital Resource Company ("MCRC"), a private investment firm
funded by major Massachusetts-based life insurance companies providing high risk
growth capital to Massachusetts businesses. He began working at MCRC in 1981,

serving as Vice President through 1985, and Senior Vice President from 1986
until he was appointed to his current position. Mr. Anderson is also a director
of Valpey Fisher Corporation, a company specializing in frequency control
devices. Mr. Anderson's extensive experience in evaluating companies and their
financial performance provides the Board with financial expertise in evaluating
the Company's capital and liquidity needs.

Frank W. Barrett, Director. Mr. Barrett has been a Director of the Company
since 1995. Mr. Barrett retired from TD Bank (f/k/a TD Bank North, N.A.) as
Executive Vice President in April 2006 after working in the banking industry for
over forty years. Mr. Barrett served as a director of Dairy Mart Convenience
Stores from approximately 1978-2003. Mr. Barrett's years of banking experience
provide the Board with valuable insights to its existing and potential
alternative banking relationships as well as serving as the Company's designated
financial expert.

P. Scott Conti, President, Chief Operating Officer and Director. Mr. Conti
is the Company's President and Chief Operating Officer, and has been a Director
of the Company since 2006. Mr. Conti began working at the Company in June 1988,
serving as Engineering Manager through December 1997, Chief Engineer from
January 1998 until March 1999, and Vice President Engineering from March 1999
until he was appointed to his current position. As Chief Operating Officer of
the Company, Mr. Conti advises the Board on the operational issues confronting
the Company and opportunities for improvement.

Robert H. Eder, Chairman of the Board and Chief Executive Officer. Mr. Eder
was President of the Company from 1966 through 1980. He has been Chairman of the
Board of Directors and Chief Executive Officer since 1980. He is a graduate of
Harvard College and Harvard Law School. He is also (with his wife) beneficial or
direct owner of a majority of the stock of Capital Properties, Inc., a real
estate holding company, of which he is also President, Chief Executive Officer
and Chairman of the Board of Directors. Mr. Eder is admitted to practice law in
Rhode Island and New York. Mr. Eder led the Company in its efforts to resume
independent operations and, as a result, has a wealth of knowledge and an
overall grasp of the Company's strategic opportunities and challenges.

J. Joseph Garrahy, Director. Mr. Garrahy has been a Director of the Company
since 1992. He is a former four- term Governor of Rhode Island and, since 1990,
has been an independent business consultant in the State of Rhode Island. Mr.
Garrahy's extensive political and governmental connections provide the Board
with insight into governmental relations which have helped shape some of the
Company's more successful initiatives, including the development of rail traffic
at the Quonset Industrial Park in Rhode Island.

James C. Garvey, Director. Mr. Garvey has been a Director of the Company
since 2005. Mr. Garvey is President of Charter Bank in Bellevue, Washington. He
was President and CEO of Worcester-based Flagship Bank & Trust Company from 2001
to 2009, after serving as its Executive Vice President since 1999. Mr. Garvey's
long experience as a commercial banker provides the Board with insights into
current conditions in the banking industry including potential availability of
credit to the Company.

John J. Healy, Director. Mr. Healy has been a Director of the Company since
1991. Mr. Healy is Director of the Manufacturing Advancement Center and Director
of Operations for the Massachusetts Manufacturing Extension Partnership, an
independent consulting organization dedicated to assisting small manufacturing
enterprises in becoming globally competitive. He was President of Worcester
Affiliated Mfg. L.L.C. (manufacturing consultants) from 1997 to 2003. Mr.
Healy's involvement with the Manufacturing Advancement Center provides the Board
with valuable insights into economic development in Massachusetts which is
critical to the Company's development of its market.

Charles M. McCollam, Jr., Director. Mr. McCollam has been a Director of the
Company since 1996. He is President of Bertha M. McCollam, Inc. and Vice
President and Secretary of Kronholm & McCollam (insurance firms), as well as
owner and President of McCollam Associates, a consulting firm in the State of
Connecticut. He was the Chief of Staff to a former governor of Connecticut. Mr.
McCollam's experience in the insurance industry affords the Board expertise in
structuring the Company's overall approach to risk management.

Craig M. Scott, Director. Mr. Scott has been a Director of the Company
since 2004. He is a partner of the Providence-based law firm of Scott & Bush,
Ltd. He was a partner of Duffy, Sweeney & Scott, Ltd. from 1998 to January 2009
and served as its Managing Partner during 2004-2005. Historically, the Company

has been involved in a number of legal proceedings. Mr. Scott's experience as a
commercial litigator provides the Board with an independent source for
evaluating the Company's overall litigation strategy.

Paul F. Titterton, Director. Mr. Titterton has been a Director of the
Company since 2008. Mr. Titterton is Vice President and Executive Director of
Fleet Portfolio Management of GATX Corporation. He began working at GATX
Corporation in 1997, serving as Director, Fleet Portfolio Management from 2002
until July 2005, Vice President, Fleet Portfolio Management from July 2005 until
April 2007, and Vice President, Strategic Growth from April 2007 until he was
appointed to his current position in 2008. Mr. Titterton's experience as a Vice
President of GATX provides the Board valuable insights into the railroad
industry in the United States.

Recommendation of Board of Directors. The Board of Directors recommends that the
shareholders vote FOR approval of the slate of four (4) common stock director
nominees and six (6) preferred stock director nominees set forth above.

Board Leadership Structure

Mr. Eder serves as both the Chief Executive Officer and the Chairman of the
Board of the Company. The Board of Directors believes that the Company's Chief
Executive Officer is best situated to serve as Chairman because he is the
director most familiar with the Company's business and industry, and most
capable of effectively identifying strategic priorities and leading the
discussion and execution of strategy. Independent directors and management have
different perspectives and roles in strategy development. The Company's
independent directors bring experience, oversight and expertise from outside the
Company and industry, while the Chief Executive Officer brings Company-specific
experience and expertise. The Board of Directors believes that the combined role
of Chairman and Chief Executive Officer promotes strategy development and
execution, and facilitates information flow between management and the Board,
which are essential to effective governance.

One of the key responsibilities of the Board of Directors is to develop
strategic direction and hold management accountable for the execution of
strategy once it is developed. The Board of Directors believes the combined role
of Chairman and Chief Executive Officer is in the best interest of shareholders
because it provides the appropriate balance between strategy development and
independent oversight of management.

Committees of the Board of Directors

The Board of Directors has an Executive Committee, a Stock Option & Compensation
Committee and an Audit Committee. The Board of Directors has no other
committees. Both the Stock Option & Compensation Committee and the Audit
Committee have a written charter approved by the Board of Directors. A copy of
the Second Amended and Restated Charter of the Stock Option & Compensation
Committee and the Amended and Restated Audit Committee Charter are attached as
Appendices A and B, respectively, to the Company's Definitive Proxy Statement
filed with the Securities and Exchange Commission ("SEC") on March 25, 2009.

In accordance with the By-laws of the Company, the Executive Committee,
currently comprising P. Scott Conti, Chairman, John J. Healy and Craig M. Scott,
exercises the authority of the Board of Directors when formal Board action is
required between meetings, subject to the limitations imposed by law, the
By-laws or the Board of Directors. The Executive Committee acts on routine
matters such as authorizing the sale of surplus real estate and the execution of
government contracts for reimbursement for Company work on highway projects
adjacent to the railroad and grade crossing rehabilitation.

The Stock Option & Compensation Committee, currently comprising Charles M.
McCollam, Jr., Chairman, Craig M. Scott and James C. Garvey, all of whom are
independent (as defined by The Nasdaq Stock Market ("NASDAQ") Marketplace Rules
and SEC Rules ("SEC Rules")). The Stock Option & Compensation Committee is
charged with the broad responsibility of seeing that executive officers are
effectively compensated in a manner which is internally equitable based on such
officer's responsibilities and length of service to the Company. Because the
Company is a "controlled" company as defined in Rule 5615(c)(2) of the NASDAQ
Marketplace Rules, the Company is not subject to the NASDAQ Marketplace Rules'
requirement that compensation of the chief executive officer and all other
officers be determined, or recommended to the Board of Directors for
determination, either by a compensation committee comprised of independent
directors or by a majority of the independent directors of its Board of
Directors. However, the Company's Stock Option & Compensation Committee charter
provides that the Stock Option & Compensation Committee shall approve and report

to the Board of Directors the executive compensation plan (including incentive
awards) of the Chairman/Chief Executive Officer, the President and any other
officer who is a member of the Board of Directors.

The Audit Committee of the Board of Directors, currently comprising J.
Joseph Garrahy, Chairman, Frank W. Barrett and Richard W. Anderson, all of whom
are independent as defined by the NASDAQ Marketplace Rules and the SEC Rules, is
responsible for providing independent, objective oversight of the Company's
accounting functions and internal controls, evaluating the qualifications and
independence of, and appointing and overseeing the external auditors, providing
an open avenue of communication among the external auditors, management, and the
Board of Directors, and overseeing the system of disclosure controls and system
of internal controls regarding finance, accounting, legal compliance and ethics.
The Board of Directors has determined that all three members of the Audit
Committee satisfy the financial literacy requirements of the NASDAQ Marketplace
Rules and are independent as defined under the applicable NASDAQ Marketplace
Rules and applicable SEC Rules. The Board of Directors has determined that Frank
W. Barrett meets the standards set forth in Item 407(d)(5)(ii) of SEC Regulation
S-K to qualify as an audit committee financial expert, as that term is defined
in Item 407(d)(5)(ii).

The Board of Directors held six meetings, the Audit Committee held ten
meetings, the Stock Option & Compensation Committee held two meetings and the
Executive Committee held one meeting during the fiscal year ended December 31,
2009. All directors attended at least 75% of all meetings of the Board of
Directors and the committee(s) on which each such director serves. The Board of
Directors has adopted a policy that requires members of the Board of Directors
to make every effort to attend each annual shareholders meeting. All then
current members of the Board of Directors attended the 2009 annual shareholders
meeting with the sole exception of Paul F. Titterton.

Code of Ethics

The Company has adopted a Code of Ethics applicable to all directors,
officers and employees, which meets the requirements of a "code of ethics" as
defined in Item 406 of Regulation S-K.

Shareholder Communications

Shareholders of the Company may communicate directly with members of the
Board of Directors by writing directly to those individuals at the following
address: Providence and Worcester Railroad Company, 75 Hammond Street,
Worcester, Massachusetts 01610, and the Company shall forward, and not
intentionally screen, any mail received at the Company's corporate office that
is sent directly to an individual director or to the directors generally unless
the Company believes that the communication may pose a security risk. The Board
of Directors sits as a committee of the whole to address any inquiries made by
shareholders.

Risk Management

The Board of Directors has an active role, as a whole and also at the Audit
Committee level, in overseeing management of the Company's risks. The Board of
Directors regularly meets with management and reviews information regarding the
Company's overall risks. The Audit Committee oversees management of financial
and operational risks and oversees management of risks associated with
regulatory, environmental and health and safety matters. The Board of Directors
does not believe there is any high degree of risk associated with its
compensation practices as further discussed below.

Compensation Policies and Their Relation to Risk Management

The Company's compensation policies consist of a base salary plus equity
compensation in the form of stock options and change-in-control severance
benefits. Executive and employee base salaries are determined by the Board upon
recommendation of the Stock Option & Compensation Committee with annual
increases tied to increases in the cost of living. The Company maintains a
Non-Qualified Stock Option Plan (the "Stock Option Plan") pursuant to which all
employees of the Company, other than the Chairman, who are not subject to a
collective bargaining agreement and have been an employee of the Company for
more than one year are eligible to participate. Pursuant to the terms of the
Stock Option Plan, each employee is entitled to receive stock options in
accordance with a formula based on the employee's compensation and length of
service with the Company. Finally, the Company has entered into
change-in-control agreements with all its executives, other than the Chairman,
and all other management employees. Under the terms of the change-in-control
agreements, a severance award is payable upon the termination of an employee

other than for cause following an event giving rise to a change-in-control and
upon the resignation of an executive following a significant reduction of such
executive's base salary occurring within two years following a
change-in-control. The amount of the severance award payable under the
change-in-control agreements is a function of salary and length of service.

The Board of Directors has reviewed the Company's compensation policies
with respect to all employees of the Company as they relate to risk management.
Following this review and based on the fact that the Company's compensation
policies largely promote length of service as opposed to risk-taking activities,
the Board of Directors determined that the Company's compensation policies do
not create risks to the Company that are reasonably likely to have a material
adverse effect on the Company.

Audit Committee Report

Management is responsible for the Company's internal controls and financial
reporting process. The independent accountants are responsible for performing an
audit of the Company's consolidated financial statements in accordance with
generally accepted auditing standards and to issue a report thereon. The Audit
Committee's responsibility is to appoint, compensate, retain and oversee any
independent auditor engaged for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services, and otherwise to
monitor and oversee these processes.

The responsibilities of the Audit Committee include engaging an accounting
firm as the Company's independent accountants. Additionally and, as appropriate,
the Audit Committee reviews and evaluates, and discusses and consults with the
Company's management and independent accountants regarding the scope of the
audit plan, the results of the audit, the Company's financial statement
disclosure documents, the adequacy and effectiveness of the Company's
accounting, financial and internal controls and changes in accounting
principles, and the auditor's performance and independence. The Audit Committee
also oversees the receipt and processing of complaints by employees related to
accounting, internal controls or audit-related matters and reviews related-party
transactions.

In connection with these responsibilities, the Audit Committee reviewed and
discussed the audited financial statements for the fiscal year ended December
31, 2009 with management and the Company's independent accountants, Deloitte &
Touche LLP. The Audit Committee also discussed with Deloitte & Touche LLP the
matters required by Statement on Auditing Standards No. 61. The Audit Committee
received from Deloitte & Touche LLP written disclosures and the letter regarding
its independence as required by Independence Standards Board Standard No. 1,
wherein Deloitte & Touche LLP confirms their independence within the meaning of
the SEC and Independence Standards Board Rules and disclosed the fees charged
for professional services in the fiscal year ended December 31, 2009. The Audit
Committee discussed this information with Deloitte & Touche LLP and also
considered the compatibility of non-audit services provided by Deloitte & Touche
LLP with its independence.

Based on the review of the audited financial statements and these various
discussions, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company's Annual Report on Form
10-K to be filed with the SEC.

Audit Committee:

J. Joseph Garrahy, Chairman
Frank W. Barrett
Richard W. Anderson

Compensation of Directors

The Board of Directors, upon recommendation of the Stock Option &
Compensation Committee, is responsible for determining compensation of the
directors. During the fiscal year ended December 31, 2009, each director who was
not an employee of the Company received a base fee of $500 for each attended
meeting of the Board of Directors plus $50 per attended meeting for each year of
service as a director, and each member of the Audit Committee and the Stock

Option & Compensation Committee received $300 (other than the chairman of each
Committee, who received $350) for each attended meeting of such committee.

During the month of January of each year, directors of the Company who were
serving as such on the preceding December 31 and who are not full-time employees
of the Company are granted options for the purchase of 100 shares of the Common
Stock of the Company, plus options for an additional ten shares for each full
year of service to the Company. The exercise price is the closing market price
of such shares on the last business day of the preceding year, and the term of
each option is ten years (subject to earlier termination if the grantee ceases
to serve as a director); provided, however, that no option is exercisable within
six months following the date of grant.

Other than Paul F. Titterton, the director designee of GATX Corporation,
each director of the Company who was serving as such on December 31, 2008 and
was not a full-time employee of the Company was granted options for the purchase
of 100 shares of Common Stock of the Company, plus options for an additional ten
shares for each full year of service to the Company on January 2, 2009. The
exercise price for such options is $11.99.

The following table provides information regarding the compensation paid or
accrued by each individual who was a director during the 2009 fiscal year other
than the Chairman and the President.

- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------
Name Total Fees earned Stock Option Non-Stock All Other
($) or paid in Awards Awards ($) Incentive Plan Compensation
cash ($) ($) (a) Compensation ($)

Richard W. Anderson 11,080 9,500 N/A 1,580 N/A 0
- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------
- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------
Frank W. Barrett 13,717 11,900 N/A 1,817 N/A 0
- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------
- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------
P. Scott Conti 0 (b), 0 (b) N/A N/A (c) N/A 0
(c)
- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------
- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------
Robert H. Eder (b) (b) N/A N/A N/A 0
- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------
- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------
J. Joseph Garrahy 15,904 13,850 N/A 2,054 N/A 0
- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------
- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------
James C. Garvey 6,127 5,100 N/A 1,027 N/A 0
- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------
- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------
John J. Healy 11,683 9,550 N/A 2,133 N/A 0
- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------
- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------
Charles M. McCollam, Jr. 11,188 9,450 N/A 1,738 N/A 0
- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------
- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------
Craig M. Scott 6,556 5,450 N/A 1,106 N/A 0
- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------
- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------
Paul F. Titterton 0(d) 0(d) N/A 0 N/A 0
- ------------------------------ ----------- --------------- ----------- ------------- ----------------- ----------------

(a) As of 12/31/09, each director had outstanding options for the following
number of shares outstanding:

Richard W. Anderson - 1,440 shares
Frank Barrett - 1,710 shares
P. Scott Conti - 2,174 shares
Robert H. Eder - 0 shares
J. Joseph Garrahy - 1,200 shares
James C. Garvey - 360 shares
John J. Healy - 2,070 shares
Charles M. McCollam, Jr. - 630 shares
Craig M. Scott - 500 shares
Paul F. Titterton - 0 shares

(b) The Company does not pay director fees to directors who are full-time
employees of the Company.

(c) Mr. Conti is awarded options in his capacity as President under the
Company's Non-Qualified Stock Option Plan (the "Stock Option Plan"), which
options are disclosed in the table under the section entitled Grants of
Plan Based Awards set forth herein.

(d) The terms of a Stock Purchase Agreement by and between the Company and GATX
Corporation ("GATX") dated January 10, 2008 provide that GATX is entitled
to one seat on the Company's Board of Directors. Mr. Titterton is not paid
director fees.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table set forth below reflects the only persons (including any "group"
as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934)
who, to the best of the Company's knowledge were, on February 26, 2010, the
beneficial owners of more than five percent of the Company's outstanding Common
Stock, $.50 par value, or Preferred Stock, $50 par value. Each share of the
Company's outstanding Preferred Stock is convertible at any time, at the option
of the holder, into one hundred shares of Common Stock of the Company. The
footnote to the table below sets forth the percentages of the outstanding Common
Stock which would be held by the indicated owners if such owner's Preferred
Stock were converted in whole into Common Stock.

Percent
Name and Address Number of Shares Owned of Class
- ---------------- ---------------------- --------

Robert H. and Linda Eder 842,742 (Common) 17.5%(a)
130 Sunrise Avenue 500 (Preferred) 78.1%
Palm Beach, Florida 33480

Steinberg Asset Management, LLC 549,168 (Common) 11.4%
Michael A. Steinberg
12 East 49th Street
Suite 1202
New York, New York 10017

Keeley Asset Management Corp. 364,275 (Common) 7.6%
401 South LaSalle Street
Chicago, Illinois 60605

GAMCO Investors, Inc. 302,448 (Common) 6.3%
Gabelli Funds, LLC
GAMCO Asset Management Inc.
Teton Advisors, Inc.
One Corporate Center
Rye, NY 10580-1435

(a) Assuming no conversion of Preferred Stock. If their Preferred Stock
were converted in whole to Common Stock, Mr. and Mrs. Eder would own 18.5% of
the outstanding Common Stock.

Of the shares owned by Mr. and Mrs. Eder, 768,162 shares of Common Stock
and 500 shares of Preferred Stock were held directly by Mr. Eder, and 74,580
shares of Common Stock were held directly by Mrs. Eder. By reason of their
ownership, Mr. and Mrs. Eder may be deemed to be "control persons" with respect
to the Company.

The following table reflects, as of February 26, 2010, the beneficial
ownership of the Common Stock of the Company by directors, Named Executive
Officers and all officers and directors as a group.

Name Number Percentage
- ---- ------ ----------

Richard W. Anderson(a)......................... 202,240 4.2%
Marie A. Angelini(b)........................... 1,489 *
Frank W. Barrett(c)............................ 2,320 *
P. Scott Conti(d).............................. 10,323 *
Elizabeth A. Deforge(e)........................ 993
Robert J. Easton(f)............................ 8,253 *
Robert H. Eder(g).............................. 892,742 18.5%
David F. Fitzgerald(h)......................... 6,941 *
J. Joseph Garrahy(i)........................... 1,600 *
James C. Garvey(j)............................. 660 *
John J. Healy(k)............................... 3,420 *
Charles M. McCollam, Jr.(l).................... 4,380 *
Frank K. Rogers(m)............................. 3,284 *
Craig M. Scott(n).............................. 1,500 *
Paul F. Titterton(o)........................... 239,523 4.9%
All executive officers and directors as a group 1,379,668
(15 persons)(p)............................. 28.6%

* Less than one percent

(a) Includes 200,000 shares of common stock held by Massachusetts Capital
Resource Company of which Mr. Anderson disclaims beneficial ownership. Mr.
Anderson is President and Chief Investment Officer of Massachusetts Capital
Resource Company. Also includes 1,440 shares of Common Stock issuable under
stock options exercisable within 60 days.

(b) Includes 315 shares of Common Stock issuable under stock options
exercisable within 60 days.

(d) Includes 2,174 shares of Common Stock issuable under stock options
exercisable within 60 days.

(e) Includes 1,604 shares of Common Stock issuable under stock options
exercisable within 60 days.

(f) Includes 118 shares of Common Stock held by Mr. Easton's wife in her name
and 3,541 shares of Common Stock issuable under stock options exercisable
within 60 days.

(g) Includes 74,580 shares of Common Stock held by Mr. Eder's wife in her name
and assumes the conversion of the 500 shares of Preferred Stock owned by
Mr. Eder.

(h) Includes 20 shares of Common Stock held by Mr. Fitzgerald's wife in her
name and 3,351 shares of Common Stock issuable under stock options
exercisable within 60 days.

(i) Includes 1,200 shares of Common Stock issuable under stock options
exercisable within 60 days.

(j) Includes 360 shares of Common Stock issuable under stock options
exercisable within 60 days.

(k) Includes 2,070 shares of Common Stock issuable under stock options
exercisable within 60 days.

(l) Includes 630 shares of Common Stock issuable under stock options
exercisable within 60 days.

(m) Includes 1,715 shares of Common Stock issuable under stock options
exercisable within 60 days.

(n) Includes 500 shares of Common Stock issuable under stock options
exercisable within 60 days.

(o) Includes 239,523 shares of Common Stock held by GATX Corporation of which
Mr. Titterton disclaims beneficial ownership. Mr. Titterton is Vice
President and Executive Director of Fleet Portfolio Management of GATX
Corporation.

(p) Includes 50,000 shares of Common Stock issuable upon conversion of
Preferred Stock and 20,610 shares of Common Stock issuable under stock
options exercisable within 60 days.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers, directors and persons who
beneficially own more than ten percent of a registered class of the Company's
equity securities to file reports of securities ownership and changes in such
ownership with the SEC. Officers, directors and greater than ten-percent
beneficial owners also are required by rules promulgated by the SEC to furnish
the Company with copies of all Section 16(a) forms they file.

Based solely upon a review of the copies of such forms furnished to the
Company or written representations that no Form 5 filings were required, the
Company believes that during 2009 its officers, directors and greater than
ten-percent beneficial owners complied with all applicable Section 16(a) filing
requirements, except that a Form 3 was not timely filed in connection with the
appointment of Elizabeth A. Deforge as the Company's Treasurer on December 11,
2009. A Form 5 filing on account of her appointment was filed on January 4,
2010.

COMPENSATION DISCUSSION & ANALYSIS

The Stock Option & Compensation Committee is charged with the
responsibility of setting the compensation for each of the Chairman/Chief
Executive Officer (the "Chairman") of the Company, the President/Chief Operating
Officer (the "President") of the Company, and any other officer who is also a
member of the Board of Directors, and consulting with the Chairman and the
President with respect to the compensation of other executive officers. Our
overall philosophy in connection with compensation is to provide a compensation
package which attracts and retains qualified people. We also seek to obtain
internal equity within the compensation structure by providing appropriate
salary levels to reflect the responsibilities of individual executives.
Historically, we have adjusted executive compensation each year semi-annually by
an amount approximately equal to the increase in the cost of living over the
previous six-month period, which has the effect of rewarding executives for
longevity with the Company. We do not give significant weight to the
compensation paid by comparable railroads as there are few similar railroads in
our region.

We have from time to time paid bonuses in connection with specific
situations requiring extraordinary effort. However, there is no formal plan. We
have not awarded a bonus to the Chairman since 1999 because we believe that his
stock ownership position sufficiently encourages him to perform in a way that
will maximize value to the Company and its shareholders.

To further align the interests of the executives of the Company with
shareholders, we have a Stock Option Plan in which all of the executives, other
than the Chairman, may participate. The Stock Option Plan is designed to make
awards based upon compensation and longevity and, therefore, to encourage
executives to remain with the Company.

We have not had, and do not expect to have, employment contracts with any
of our executives. We do have change-in-control agreements, including a
severance policy, for all executives other than the Chairman. This plan
generally provides higher benefits for longer-tenured executives. In lieu of any
defined benefit or 401(k) plans, we contribute to each executive's Simplified
Employee Pension plan ("SEP") which is available to all non-union employees on a
non-discriminatory basis.

The Chairman is not subject to a change-in-control agreement. However, we
pay the insurance premiums on a life insurance policy for the Chairman which
provides a death benefit of $1,600,000. With the exception of this policy, all
other executive benefits are made available to all non-union employees on a
non-discriminatory basis.

Salaries

The Chairman's compensation was set many years ago and has been adjusted
from time to time to reflect increases in the cost of living. The President's
compensation was set in early 2006 and was increased in November 2007 following
his completion of approximately two (2) years as President and discussions
between the Stock Option & Compensation Committee and the President. We consult
with the Chairman and the President from time to time with respect to the
compensation of other executives. In general, their philosophy, which is shared
by us, is that the compensation of other executives should relate to their
responsibilities attendant to their offices and their lengths of service with
the Company. Accordingly, we believe that the Chairman's salary should represent

the highest salary paid and the salaries of other executive officers should be
less than the Chairman's salary and should be governed by their levels of
responsibility within the Company. The President of the Company, therefore, is
the next highest paid employee. Similarly, other employees are paid in
accordance with what the Chairman and the President perceive to be the other
executive officers' responsibilities and we concur with their assessment. We
reward length of service through annual increases in amounts approximate to
increases in the cost of living.

Bonus Plan

We maintain no formal bonus plan and, except for bonuses in de minimus
amounts paid to certain key employees in connection with the Company's secondary
public stock offerings in 1998 and a bonus to the Chairman in 1999, we have not
paid any bonuses to any employees.

Stock Option Plan

The Company maintains a Stock Option Plan for its directors and executives,
other than the Chairman. Pursuant to the terms of the Stock Option Plan, all
employees of the Company who are not subject to a collective bargaining
agreement and have been an employee of the Company for more than one year are
eligible to participate in the Stock Option Plan. Historically, we have allotted
seven thousand shares per year to be allocated among eligible employee
participants. By keeping the number constant, we eliminate year to year swings
and provide a consistent long-term incentive. Pursuant to the terms of the Stock
Option Plan, each employee participant's compensation is multiplied by a
longevity factor which is 1.5 for executives with more than five years' service
increasing ratably, in five year increments, up to 3.5 for executives with more
than 25 years' service. The sum of all of the products computed for all employee
participants then becomes the denominator. Each employee participant is then
awarded the number of options equal to the product of (a) the total shares
allocated for such year, and (b) the ratio that his/her compensation multiplied
by his/her longevity factor bears to the products for all employee participants.
The purchase price per share for options granted under the Stock Option Plan is
the closing market price of such shares on the last business day of the
preceding year, and the term of each option is ten years in accordance with the
Stock Option Plan. Options may not be exercised for the first six months
following the grant date and, thereafter, are exercisable at any time. Upon
termination for any reason, the options must be exercised within six months of
the date of termination. As with our other compensation, the option awards are
designed to encourage longevity with the Company.

Other Agreements

The Company has entered into change-in-control agreements with all its
executives, other than the Chairman, and all other management employees. The
terms of change-in-control agreements for executives are identical to those of
all other management employees. Under the terms of the change-in-control
agreements, a severance award is payable upon the termination of an employee
other than for cause following an event giving rise to a change-in-control and
upon the resignation of an executive following a significant reduction of such
executive's base salary occurring within two years following a
change-in-control. The amount of the severance award payable under the
change-in-control agreements is a function of salary and length of service. An
executive is entitled to a one-time severance payment equal to his/her then
current annual base salary if at the time of the event giving rise to the
change-in-control, he/she has been employed by the Company for fewer than ten
years. If employed by the Company for a period of ten through nineteen years,
the executive is entitled to receive a severance payment equal to one and
one-half times the executive's then current salary; and if employed by the
Company for a period of twenty through twenty-nine years, the executive is
entitled to a severance award of two times the executive's then current salary.
Finally, if an executive is employed by the Company for a period of thirty years
or more, the change-in-control agreements provide for a severance award of two
and one-half times the executive's then current salary. Notwithstanding the
above, no severance benefit is payable under the change-in-control agreements to
any executive who is a beneficial owner, directly or indirectly, of securities
which have the right to elect a majority of the Board of Directors or 50% of the
voting power of the entire capital stock of the Company.

In addition to the benefits outlined above, all management employees are
entitled to life and disability coverage under policies of insurance paid by the
Company. Life insurance benefits are in the amount of two times annual salary to
a maximum of $50,000 and disability benefits are equal to 60% of annual salary
up to a maximum of $8,000 per month until the date such employee reaches the age
of entitlement for full retirement benefits from the Railroad Retirement Board.

Other than the life insurance benefit due Mr. Eder's designated beneficiary
upon death and the benefits described above, all benefits are available to both
our executive employees and other non-union employees on a non-discriminatory
basis.

Compensation of Executive Employees other than the Chairman and the President

The compensation of executive officers other than the Chairman, the
President and any other officer who is a member of the Board of Directors is set
by the Chairman and the President in consultation with the Stock Option &
Compensation Committee. The Company's philosophy in connection with these
employees' compensation is consistent with the Stock Option & Compensation
Committee's philosophy with respect to the salaries of the Chairman and the
President; that is, to furnish compensation packages that attract and retain
qualified personnel and to obtain internal equity within the compensation
structure by providing appropriate salary levels which reflect the
responsibilities of individual executive officers. The compensation of all other
executives are set by the President in a manner consistent with the salaries of
the Chairman, the President and other executive officers of the Company.

All executives other than the Chairman are eligible to receive options
for shares of common stock under the Company's Stock Option Plan. In addition,
the Company contributes to each executive's SEP in lieu of defined benefit or
401(k) plans.

STOCK OPTION & COMPENSATION COMMITTEE REPORT

The Stock Option & Compensation Committee has reviewed and discussed with
management the Compensation Discussion & Analysis included above. Based on these
reviews and discussions, the Stock Option & Compensation Committee has
recommended to the Board of Directors that the Compensation Discussion &
Analysis contained herein be included in the Company's Proxy Statement for the
fiscal year ended December 31, 2009 for filing with the SEC.

Stock Option & Compensation Committee:

Charles M. McCollam, Jr., Chairman
Craig M. Scott
James C. Garvey

EXECUTIVE COMPENSATION

Summary Compensation Table

The following Summary Compensation Table provides information regarding the
total compensation paid or accrued by the Company to each of its Chief Executive
Officer, Chief Financial Officer, including Robert J. Easton who retired on
December 11, 2009, and the three most highly-compensated executive officers
other than the CEO and CFO who earned more than $100,000 in total compensation
during the fiscal year ended December 31, 2009 and were employed by the Company
on December 31, 2009 (the "Named Executive Officers").

- -------------------------- ------- ---------- ----- -------- --------- ---------- ------------ ----------- ----------
Name Year Salary Bonus Stock Option Change in All Other Total
and ($) ($) Awards Awards Non-Equity Pension Compen- ($)
Principal ($) ($) Value and sation
Position (a) Incentive Non-Qualified ($)
Plan Deferred
Compen- Compen-sation
sation Earnings
($) ($)
- -------------------------- ------- ---------- ----- -------- --------- ---------- ------------ ----------- ----------
- -------------------------- ------- ---------- ----- -------- --------- ---------- ------------ ----------- ----------

Robert H. Eder, 2009 422,609 0 0 0(b) 0 0 35,932(c) 458,541
Chairman & CEO 2008 419,731 0 0 0(b) 0 0 37,218(d) 456,949
2007 398,468 0 0 0(b) 0 0 40,535(e) 439,003
- -------------------------- ------- ---------- ----- -------- --------- ---------- ------------ ----------- ----------
- -------------------------- ------- ---------- ----- -------- --------- ---------- ------------ ----------- ----------
P. Scott Conti, 2009 219,380 0 0 4,503 0 0 13,220(f) 237,103
President & Chief 2008 217,886 0 0 4,906 0 0 14,937(f) 237,729
Operating Officer 2007 186,925 0 0 6,332 0 0 12,222(f) 205,479
- -------------------------- ------- ---------- ----- -------- --------- ---------- ------------ ----------- ----------
- -------------------------- ------- ---------- ----- -------- --------- ---------- ------------ ----------- ----------
Elizabeth A. Deforge, 2009 103,311 0 0 1,011 0 0 6,197(f) 110,519
Treasurer(g) 2008 - - - - - - - -
2007 - - - - - - - -
- -------------------------- ------- ---------- ----- -------- --------- ---------- ------------ ----------- ----------
- -------------------------- ------- ---------- ----- -------- --------- ---------- ------------ ----------- ----------
Robert J. Easton, 2009 175,327 0 0 3,602 0 0 10,697(f) 189,626
Treasurer (h) 2008 174,133 0 0 5,264 0 0 11,944(f) 191,341
2007 165,312 0 0 7,037 0 0 10,929(f) 183,278
- -------------------------- ------- ---------- ----- -------- --------- ---------- ------------ ----------- ----------
- -------------------------- ------- ---------- ----- -------- --------- ---------- ------------ ----------- ----------
David F. Fitzgerald, 2009 150,280 0 0 3,674 0 0 9,017(f) 162,971
Vice President 2008 145,881 0 0 5,148 0 0 10,449(f) 161,478
2007 140,933 0 0 6,735 0 0 9,161(f) 156,829
- -------------------------- ------- ---------- ----- -------- --------- ---------- ------------ ----------- ----------
- -------------------------- ------- ---------- ----- -------- --------- ---------- ------------ ----------- ----------
Frank K. Rogers, 2009 146,697 0 0 2,030 0 0 9,028(f) 157,755
Vice President 2008 145,698 0 0 2,870 0 0 10,107(f) 158,675
2007 134,245 0 0 3,583 0 0 8,945(f) 146,773
- -------------------------- ------- ---------- ----- -------- --------- ---------- ------------ ----------- ----------

(a) The amounts reflect the dollar amount recognized for financial statement
reporting purposes for the fiscal year ended December 31, 2009, in
accordance with FAS 715.

(b) Under the terms of the Company's Stock Option Plan, Mr. Eder is not
eligible to receive a grant of stock options.

(c) Includes $14,700 paid directly to Mr. Eder's retirement account under the
Company's Simplified Employee Pension plan ("SEP"), $14,889 in life
insurance premiums for 2009, and $6,343 in car insurance and parking paid
on Mr. Eder's behalf.

(d) Includes $15,525 paid directly to Mr. Eder's retirement account under the
Company's SEP, $15,625 in life insurance premiums for 2008, and $6,068 in
car insurance paid on Mr. Eder's behalf.

(e) Includes $14,625 paid directly to Mr. Eder's retirement account under the
Company's SEP, $21,657 in life insurance premiums for 2007, and $4,253 in
car insurance paid on Mr. Eder's behalf.

(f) Reflects amounts paid directly to officer's retirement account under the
Company's SEP.

(g) Ms. Deforge was appointed Treasurer on December 11, 2009, following the
resignation of Robert J. Easton, the Company's former Treasurer.

(h) Mr. Easton retired effective December 11, 2009.

Grants of Plan Based Awards

The following table provides information on all plan-based awards by the
Company in 2009 to each Named Executive Officer.

- ------------------------------------------------------------------------------------------
Name Grant Date All Other Option Exercise or Base Grant Date Fair Value
Awards: Number of Price of Option of Stock and Option
Securities Awards ($/Sh) Awards($) (a)
Underlying Options
(#)
- ------------------------------------------------------------------------------------------

Robert H. N/A N/A N/A N/A
Eder (b)
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
P. Scott 01/02/09 570 11.99 4,503
Conti
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
Elizabeth A. 01/02/09 128 11.99 1,011
Deforge
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
Robert J. 01/02/09 456 11.99 3,602
Easton
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
David F. 01/02/09 465 11.99 3,674
Fitzgerald
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
Frank K. 01/02/09 257 11.99 2,030
Rogers
- ------------------------------------------------------------------------------------------

(a) Amounts represent fair value of options and were estimated to be $7.90 per
share as of the date of grant using Black-Scholes options-pricing model
with the following weighted average assumptions: expected volatility of
86%; expected life 6 years; and risk free interest rate of 1.87%. Dividends
at the rate of 1.33% per share were assumed for purposes of this estimate.

(b) Under the terms of the Company's Stock Option Plan, Mr. Eder is not
eligible to receive a grant of stock options.

Outstanding Equity Awards at Fiscal Year End

The following table provides information on all outstanding equity awards
held by each of the Named Executive Officers as of December 31, 2009.

- -------------------------- ------------------------------ -------------------------- -------------------------
Name Number of securities Option exercise price ($) Option expiration date
underlying unexercised
options (#) exercisable

Robert H. Eder(a) N/A N/A N/A
- -------------------------- ------------------------------ -------------------------- -------------------------
- -------------------------- ------------------------------ -------------------------- -------------------------
P. Scott Conti 316 13.490 01/03/15(b)
383 14.900 01/03/16(c)
440 19.500 01/02/17(d)
465 16.720 01/02/18(e)
570 11.990 01/02/19 (f)
- -------------------------- ------------------------------ -------------------------- -------------------------
- -------------------------- ------------------------------ -------------------------- -------------------------
Elizabeth A. Deforge 76 6.750 01/02/12(h)
76 7.750 01/02/13(i)
73 8.890 01/02/14(j)
79 13.490 01/03/15(b)
142 14.900 01/03/16(c)
135 19.500 01/02/17(d)
140 16.720 01/02/18(e)
128 11.990 01/02/19(f)
- -------------------------- ------------------------------ -------------------------- -------------------------
- -------------------------- ------------------------------ -------------------------- -------------------------
Robert J. Easton 281 7.125 01/02/11(g)
356 6.750 01/02/12(h)
353 7.750 01/02/13(i)
333 8.890 01/02/14(j)
354 13.490 01/03/15(b)
420 14.900 01/03/16(c)
489 19.500 01/02/17(d)
499 16.720 01/02/18(e)
456 11.990 01/02/19(f)
- -------------------------- ------------------------------ -------------------------- -------------------------
- -------------------------- ------------------------------ -------------------------- -------------------------
David F. Fitzgerald 364 7.125 01/02/11(g)
369 7.750 01/02/13(i)
357 8.890 01/02/14(j)
377 13.490 01/03/15(b)
463 14.900 01/03/16(c)
468 19.500 01/02/17(d)
488 16.720 01/02/18(e)
465 11.990 01/02/19(f)
- -------------------------- ------------------------------ -------------------------- -------------------------
- -------------------------- ------------------------------ -------------------------- -------------------------
Frank K. Rogers 127 7.125 01/02/11(g)
134 6.750 01/02/12(h)
136 7.750 01/02/13(i)
130 8.890 01/02/14(j)
184 13.490 01/03/15(b)
226 14.900 01/03/16(c)
249 19.500 01/02/17(d)
272 16.720 01/02/18(e)
257 11.990 01/02/19(f)
- -------------------------- ------------------------------ -------------------------- -------------------------

(a) Under the terms of the Company's Stock Option Plan, Mr. Eder is not
eligible to receive a grant of stock options.
(b) Vested January 3, 2005
(c) Vested January 3, 2006
(d) Vested January 2, 2007
(e) Vested January 2, 2008
(f) Vested January 2, 2009
(g) Vested January 3, 2001
(h) Vested January 2, 2002
(i) Vested January 2, 2003
(j) Vested January 2, 2004

Options Exercised and Stock Vested

The following table provides information on all exercises of options by the
Named Executive Officers during the Company's 2009 fiscal year.

- --------------------------------------------------------------------------------
Option Awards
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name Number of Shares Acquired Value Realized on Exercise ($)
on Exercise (#)
- --------------------------------------------------------------------------------
Robert H. Eder (a) N/A N/A

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
P. Scott Conti 0 0

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Elizabeth A. Deforge 0 0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Robert J. Easton 0 0

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
David F. Fitzgerald 250 688

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Frank K. Rogers 0 0

- --------------------------------------------------------------------------------

(a) Under the terms of the Company's Stock Option Plan, Mr. Eder is not eligible
to receive a grant of stock options.

Pension Benefits

The Company makes payments directly to the retirement accounts of
management employees (including the Named Executive Officers) under the
Company's SEP, a qualified defined contribution plan.

Nonqualified Deferred Compensation Plans

There are no nonqualified deferred compensation plans for the Company's
management employees (including the Named Executive Officers).

Potential Payments Upon Termination or Change-in-Control

As of December 31, 2009, the Company was not obligated to any member of
management for any payments or benefits (including, without limitation,
insurance benefits for health, life, disability or any other matter,
outplacement services, tax gross ups or any other payment or benefit) upon the
event of termination from the Company, whether upon the basis of retirement
(including voluntary retirement, early retirement or retirement upon attaining
the age on which full retirement benefits are payable), involuntary termination
(including termination for cause, not for cause and for good reason, other than
change-in-control), disability or death.

In the event that a management employee's position with the Company is
terminated other than for cause as a result of a change-in-control of the
Company or a management employee resigns following a significant reduction of
such employee's base salary occurring within two years following a
change-in-control, such employee is eligible to receive a payment, as detailed
below. A change-in-control is deemed to have occurred upon (1) the occurrence of
a change in the beneficial ownership directly or indirectly of securities
representing more than 50% of the voting power of the Company's stock, (2) the
sale of all or substantially all of the Company's assets, (3) a transaction in
which the Company is not the surviving entity, or (4) complete liquidation of
the Company (each, a "Change-in-Control Event"). In such case the management
employee is entitled to a lump sum severance payment within two

years of the effective date of a Change-in-Control Event to be determined as of
the date of termination, as adjusted based on the Change-in-Control Event and
the date of termination, as follows:

Years of Service at
--------------------
Date of Termination Severance Benefit
------------------- -----------------

0 through 9 Years One (1) times Annual Base Salary
10 through 19 Years One and one-half (1-1/2) times Annual Base Salary
20 through 29 Years Two (2) times Annual Base Salary
30 Years or More Two and one-half (2-1/2) times Annual Base Salary

Annual Base Salary means the management employee's annual rate of base pay
in effect immediately prior to the effective date of the Change-in-Control
Event.

The management employee is entitled to a pro rata portion of the Severance
Benefit if such management employee is terminated other than for cause by the
Company at any time within two (2) years following a Change-in-Control Event.

In accordance with the terms set forth above, the following payments would
have been due the following management employees as of December 31, 2009 had a
Change-in-Control Event taken place.

P. Scott Conti - $438,760 (2 X Annual Base Salary)
Elizabeth A. Deforge - $125,000 (1 X Annual Base Salary)
Robert H. Eder - N/A
David F. Fitzgerald - $375,700 (2.5 X Annual Base Salary)
Frank K. Rogers - $220,046 (1.5 X Annual Base Salary)

Under the terms of the life insurance policy for the benefit of Mr. Eder,
Mr. Eder's designated beneficiary would have been entitled to receive $1,600,000
had a termination of his employment occurred on December 31, 2009 as a result of
his death.

TRANSACTIONS WITH MANAGEMENT

Potential conflicts of interest and related party transactions are referred
by the Board of Directors to the Audit Committee for review and approval. In
reviewing and evaluating potential conflicts of interest and related party
transactions, the Audit Committee uses applicable NASDAQ Marketplace Rules and
SEC rules as a guide.

INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee of the Board of Directors has appointed Deloitte &
Touche LLP, which acted as independent auditors of the accounts of the Company
for 2009, as independent auditors of the accounts of the Company for the year
2010. The Company has recently been advised by Deloitte & Touche LLP that they
have no direct financial interest or any material indirect financial interest in
the Company, nor have they had any connection during the past four years with
the Company in the capacity of promoter, underwriter, voting trustee, director,
officer or employee.

It is expected that a representative of Deloitte & Touche LLP will be
present at the annual meeting with the opportunity to make a statement if he/she
so desires, and that such representative will be available to respond to
appropriate questions.

Audit Fees and Services

Aggregate fees for professional services rendered for the Company by
Deloitte & Touche LLP as of or for the fiscal years ended December 31, 2009 and
2008 are set forth below. The aggregate fees included in the Audit category are
billed for the fiscal years for the audit of the Company's annual financial
statements and review of financial statements or engagements. The aggregate fees
included in each of the other categories are fees billed in the fiscal years.

Fiscal Year 2009 Fiscal Year 2008
---------------- ----------------

Audit Fees $233,850 $190,000
Tax Fees $ 6,600 $ 6,615
All Other Fees $ 12,000 ---

Audit Fees for the fiscal years ended December 31, 2009 and 2008 were for
professional services rendered for the audits of the financial statements of the
Company, quarterly review of the financial statements included in the Company's
Quarterly Reports on Form 10-Q, consents, compliance with Section 404 of the
Sarbanes-Oxley Act and other assistance required to complete the year-end audit
of the financial statements.

Tax Fees as of the fiscal years ended December 31, 2009 and 2008 were for
services rendered for review of tax returns and tax advice.

All Other Fees. For the fiscal year ended December 31, 2009, fees for other
professional services rendered are comprised of fees for review of the tax
credit transaction totaling $12,000. There were no other fees for the fiscal
year ended December 31, 2009.

The Audit Committee has determined that the provision of the above services
is compatible with maintaining Deloitte & Touche LLP's independence.

Policy on Audit Committee Pre-Approval. The Audit Committee pre-approves
all audit and non-audit services provided by the independent accountants prior
to the engagement of the independent accountants with respect to such services.
Unless a type of service to be provided by the independent auditor has received
general pre-approval, it will require specific pre-approval by the Audit
Committee. Any proposed services exceeding pre-approved cost levels require
specific pre-approval by the Audit Committee. The Audit Committee may delegate
pre-approval authority to one or more of its members and that member shall
report any pre-approval decisions to the Audit Committee at its next scheduled
meeting.

The Audit Committee has engaged Deloitte & Touche LLP for the calendar year
ending December 31, 2010.

PROPOSAL NO. 2
SHAREHOLDER PROPOSAL

A shareholder has notified the Company that he intends to propose the
following resolution at the 2010 annual meeting of shareholders (the name and
address of such shareholder and the number of shares held can be obtained upon
request from the Company's Corporate Secretary upon receipt of your written or
oral request).

"No person can be elected or appointed a Director of the Providence & [sic]
Worcester Railroad Company if they have reached the age of 75 years on or before
the date of appointment to the Board of Directors. A Director of the Providence
& [sic] Worcester Railroad Company, who reaches the age of 75, shall complete
the term and not be eligible for re-election."

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ADOPTION OF THIS
SHAREHOLDER PROPOSAL.

PROPOSALS FOR 2011 ANNUAL MEETING

The 2011 annual meeting of the shareholders of the Company is scheduled to
be held on April 27, 2011. If a shareholder intending to present a proposal at
that meeting wishes to have a proper proposal included in the Company's proxy
statement and form of proxy relating to the meeting, the shareholder must submit
the proposal to the Company not later than November 26, 2010. Shareholder
proposals that are to be considered at the 2011 annual meeting but not requested
to be included in the Company's Proxy Statement must be submitted no later than
February 9, 2011.

OTHER MATTERS

No business other than that described above and/or set forth in the
attached Notice of Meeting is expected to come before the annual meeting, but
should any other matters requiring a vote of shareholders arise, including a
question of adjourning the meeting, the persons named in the accompanying proxy
will vote thereon according to their best judgment in the interests of the
Company. In the event any of the nominees for the office of director should
withdraw or otherwise become unavailable for reasons not presently known, the
persons named as proxies will vote to choose not to fill the seat or to vote for
other persons in their place in what they consider the best interests of the
Company.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 28, 2010.

The Company's Proxy Statement, sample proxy card and 2009 Annual Report on
Form 10-K are available at: www.edocumentview.com/pwx.

By Order of the Board of Directors,

MARIE A. ANGELINI
Secretary and General Counsel
PROVIDENCE AND WORCESTER RAILROAD COMPANY

Dated: March 26, 2010

[GRAPHIC OMITTED]

- ------
X
- ------
Using a black ink pen, mark your votes with an X as shown in this example.
Please do not write outside the designated area.

PLEASE DATE, SIGN AND RETURN THIS PROXY USING THE ENCLOSED ENVELOPE.

================================================================================

Annual Meeting Proxy Card - Providence and Worcester Railroad Company

================================================================================

This Proxy is Solicited on Behalf of the Board of Directors

April 28, 2010

The undersigned, whose signature appears below, hereby appoints Robert H. Eder,
P. Scott Conti, and Elizabeth A. Deforge attorneys, each with power of
substitution and with all the powers the undersigned would possess if personally
present, to vote the Preferred Stock of Providence and Worcester Railroad
Company held of record by the undersigned on February 26, 2010 at the annual
meeting of shareholders to be held on April 28, 2010 in Worcester,
Massachusetts, and at any adjournments thereof, as specified. This proxy when
properly executed will be voted (i) as directed or, in the absence of such
direction, FOR the specified nominees in proposal 1 and AGAINST proposal 2, and
(ii) in accordance with the judgment of the proxies upon other matters that may
properly come before said meeting or any adjournments or postponements thereof.

A. Election of Directors - The Board of Directors recommends a vote FOR the
listed nominees.

1. Nominees:
For Withhold For Withhold For Withhold
--- -------- --- -------- --- --------
01 - Frank Barrett 02 - Scott Conti 03 - Joseph Garrahy

For Withhold For Withhold For Withhold
--- -------- --- -------- --- --------

04 - James Garvey 05 - Charles McCollam, Jr. 06 - Craig Scott

B. Proposal 2 - The Board of Directors recommends a vote AGAINST Proposal 2.

2. Shareholder Proposal relating to establishing age 75 as a mandatory
retirement age for members of the Board of Directors.
For Against Abstain
--- ------- -------

3. In their discretion, upon such other matters as may properly come before the
meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 28, 2010.

The Company's Proxy Statement, sample proxy card and 2009 Annual Report on Form
10-K are available at: www.edocumentview.com/pwx.

C. Non-Voting Items
Change of Address - Please print new address below.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

D. Authorized Signatures - This section must be completed for your vote to be
counted. Date and Sign Below

Sign exactly as your name appears hereon. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign full corporate name by duly authorized officer. If a
partnership, please sign in partnership name by authorized person. In case of
joint tenants or multiple owners, each party must sign.

Date (mm/dd/yyyy) - Signature 1 - Please keep Signature 2 - Please keep
Please print date below. signature within the box. signature within the box.

- ------------------------- ------------------------- -------------------------
/ /
- ------------------------- ------------------------- -------------------------

[GRAPHIC OMITTED]

- --------------------------------------------------------------------------------

Proxy - Providence and Worcester Railroad Company
- --------------------------------------------------------------------------------

This Proxy is Solicited on Behalf of the Board of Directors

April 28, 2010

The undersigned, whose signature appears below, hereby appoints Robert H. Eder,
P. Scott Conti, and Elizabeth A. Deforge attorneys, each with power of
substitution and with all the powers the undersigned would possess if personally
present, to vote the Common Stock of Providence and Worcester Railroad Company
held of record by the undersigned on February 26, 2010 at the annual meeting of
shareholders to be held on April 28, 2010 in Worcester, Massachusetts, and at
any adjournments thereof, as specified on the reverse side. This proxy when
properly executed will be voted (i) as directed on the reverse side, or, in the
absence of such direction, FOR the specified nominees in proposal 1 and AGAINST
proposal 2, and (ii) in accordance with the judgment of the proxies upon other
matters that may properly come before said meeting or any adjournments or
postponements thereof.

PLEASE DATE, SIGN AND RETURN THIS PROXY USING THE ENCLOSED ENVELOPE.

(Items to be voted appear on reverse side.)

[GRAPHIC OMITTED] [OBJECT OMITTED]

- ------
X
- ------
Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas.

================================================================================

Annual Meeting Proxy Card

================================================================================

A. Proposal 1 - The Board of Directors recommends a vote FOR the listed
nominees.

1. Election of Directors.

For Withhold For Withhold For Withhold
--- -------- --- -------- --- --------
01 - Richard Anderson 02 - Robert Eder 03 - John Healy

For Withhold
--- --------
04 - Paul Titterton