
                                                                 EXHIBIT 10.3(b)

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RYDER                                                   RSI HEADQUARTERS
                                                        EXECUTIVE MANAGEMENT
                                                        LEVELS MS 11 AND HIGHER
1999 INCENTIVE COMPENSATION PLAN                        PAGE 1
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Supersedes 1998 Executive Management Incentive Compensation Plans

INTRODUCTION

The following material explains the operation and administration of the 1999
Incentive Compensation Plan (the "Plan") for Ryder System, Inc. ("RSI" or the
"Company") headquarters Officers and Directors whose positions are evaluated at
Management Level 11 (MS11) or higher and other members of the Company's
Executive Committee ("participants"). The Plan is intended to serve as a single,
comprehensive source of information that will explain your bonus for achieving
various levels of performance.

The Plan is based on the Economic Value Added ("EVA") performance measurement
system. EVA is a measurement tool that determines whether a business is earning
more than its true cost of capital by incorporating the cost of equity capital
as well as debt capital. EVA will assess financial performance and will also
serve as a management tool for setting goals, evaluating strategies, and
analyzing results.

EVA can be expressed in the following formula:  EVA = NAT - AN EQUITY CHARGE

PERFORMANCE TARGETS

The Plan is intended to provide participants with competitive compensation for
achieving targeted performance. Target awards are expressed as a percentage of a
participant's base salary and will be declared when Target EVA improvement is
achieved.

Target EVA improvement is the level of EVA performance improvement required over
a one-year time frame whereby participants will receive a target bonus payout.
RSI's Target EVA for 1999 is $20 million higher than year-end 1998 EVA, or $53.6
MM.

TARGET BONUS OPPORTUNITY

Target Bonus Opportunity is expressed as a percentage of base salary for each
participant. The following table summarizes the Target Bonus Opportunity for
each participating management level:

<TABLE>
<CAPTION>

             TARGET BONUS OPPORTUNITY AS A PERCENTAGE OF BASE SALARY

----------------------------------------------------------- -------------------------
                MANAGEMENT LEVEL                            TARGET BONUS OPPORTUNITY
----------------------------------------------------------- -------------------------
<S>                                                                     <C>
Chief Executive Officer                                                 85%
----------------------------------------------------------- -------------------------
Management Levels 17 - 20; including Division Presidents                75%
----------------------------------------------------------- -------------------------
Management Levels 14 - 16                                               70%
----------------------------------------------------------- -------------------------
Management Level 13                                                     40%
----------------------------------------------------------- -------------------------
Management Levels 11 - 12                                               30%
----------------------------------------------------------- -------------------------
</TABLE>

<PAGE>
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RYDER                                                   RSI HEADQUARTERS
                                                        EXECUTIVE MANAGEMENT
                                                        LEVELS MS 11 AND HIGHER
1999 INCENTIVE COMPENSATION PLAN                        PAGE 2
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BONUS OPPORTUNITY 

The Plan has uncapped bonus opportunity, both positive and negative. Bonus
opportunity will increase as EVA exceeds the expected level. Similarly, bonus
opportunity will decrease as EVA falls short of target. Participants in this
Plan will be subject to the Bonus Reserve which is discussed later in this
document.

BONUS PAYOUT MECHANISM

In 1999, 100% of the bonus calculation will be based on EVA performance. Actual
bonus award amounts will be distributed with 80% of the declared bonus based on
EVA improvement and the remaining 20% of the declared bonus based on performance
for pre-established Value Enhancement Measures ("VEMs") subject to the Bonus
Reserve discussed below. VEMs for 1999 will be 10% based on Ryder Transportation
Services ("RTS") Net Sales and 10% based on Ryder Integrated Logistics ("RIL")
Global Net Sales.

[GRAPHIC OMITTED]

The bonus calculation is based on EVA performance. Once the bonus calculation is
determined, bonuses will be distributed to participants based 80% on EVA and 20%
on the relative performance of VEMs.


<PAGE>
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RYDER                                                   RSI HEADQUARTERS
                                                        EXECUTIVE MANAGEMENT
                                                        LEVELS MS 11 AND HIGHER
1999 INCENTIVE COMPENSATION PLAN                        PAGE 3
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VALUE ENHANCEMENT MEASURES

There will be two 1999 Value Enhancement Measures, each based on Net Sales. 10%
of the overall 1999 bonus payout will be based on RTS Net Sales (Full Service
Lease plus RPM) and 10% will be based on RIL Global Net Sales.

The goals for 1999 Net Sales levels are shown below:
<TABLE>
<CAPTION>

                                                  -------------------------------------------------------------------
                                                                       PERCENTAGE OF VEM AWARD
                                                       0%          2.5%          5%           7.5%          10%
---------------------------------------------------- ----------- ------------ ------------- ------------ -------------
<S>                       <C>                           <C>          <C>          <C>          <C>           <C> 
            RTS NET SALES ($ millions)                  $75          $87          $100         $113          $126
---------------------------------------------------- ----------- ------------ ------------- ------------ -------------

                                                  -------------------------------------------------------------------
                                                                       PERCENTAGE OF VEM AWARD
                                                       0%          2.5%          5%           7.5%          10%
---------------------------------------------------- ----------- ------------ ------------- ------------ -------------
         RIL GLOBAL NET SALES ($ millions)              $189        $226          $264         $302          $339
---------------------------------------------------- ----------- ------------ ------------- ------------ -------------
</TABLE>


<PAGE>
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RYDER                                                   RSI HEADQUARTERS
                                                        EXECUTIVE MANAGEMENT
                                                        LEVELS MS 11 AND HIGHER
1999 INCENTIVE COMPENSATION PLAN                        PAGE 4
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BONUS RESERVE

Participants in the Plan will be subject to a Bonus Reserve.

The Bonus Reserve promotes a long-term perspective for the Plan and aligns
participants with owners by simulating ownership. Sustained improvements are
rewarded and consistently exceeding EVA performance targets increases the Bonus
Reserve balance. The Bonus Reserve also makes managers accountable for
performance shortfalls since the Reserve can carry a negative balance if
performance is significantly lower than expected. The Bonus Reserve provides a
mechanism to smooth the impact of performance cycles.

The Bonus Declared in any year is added to the Bonus Reserve. The Bonus Reserve
will then pay participants up to their Target Bonus levels plus one-half of any
residual balance. The remaining one-half is carried forward and will be held in
the Bonus Reserve.

The Bonus Reserve is specifically identified with each individual and will
follow that individual through other positions within any business unit of the
Company. The Bonus Reserve balance will not exceed 3 times Target Bonus and any
residual balance above 3 times Target Bonus will be immediately paid out to the
participant.

The Bonus Reserve is illustrated below:

[GRAPHIC OMITTED]

The Bonus Reserve Balance, while linked to each Plan participant, is not
considered "earned" by that individual until performance is sustained over time.
The Bonus Reserve is designed to reward long-term performance, and participants
will receive one-half of any excess over target levels in any given year. The
remaining balance in the Bonus Reserve will be distributed in future years if
performance improvements are sustained, and will be used to pay up to Target
Bonus in years where performance falls short of target financial performance.


<PAGE>
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RYDER                                                   RSI HEADQUARTERS
                                                        EXECUTIVE MANAGEMENT
                                                        LEVELS MS 11 AND HIGHER
1999 INCENTIVE COMPENSATION PLAN                        PAGE 5
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1999 PLAN SCALE - EVA

The following scale illustrates how the Plan will work. Noted are the points
where Target Bonus, two times Target Bonus, and zero bonus are achieved. Bonus
amounts are dependent on the multiple declared.

[GRAPHIC OMITTED]

Follow the steps on the following example to understand how your bonus is
calculated.

STEPS TO CALCULATE YOUR BONUS:

         Calculate Variance between Actual and Target EVA
         Calculate Bonus Multiple Contribution
         Calculate Bonus Contribution
         Calculate Financial Bonus Contribution
         Calculate VEM Bonus Contribution
         Calculate Total Bonus Declared
         Calculate Bonus Reserve and Bonus Payment


<PAGE>
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RYDER                                                   RSI HEADQUARTERS
                                                        EXECUTIVE MANAGEMENT
                                                        LEVELS MS 11 AND HIGHER
1999 INCENTIVE COMPENSATION PLAN                        PAGE 6
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To fully appreciate these steps, the following definitions describe key terms of
the Plan.

KEY TERMS:

       TARGET EVA                     The level of EVA performance required to 
                                      earn a Target Bonus. For RSI, Target EVA 
                                      for 1999 will be year-end 1998 EVA plus 
                                      $20 million or $53.6 MM.

       BONUS INTERVAL                 The performance above Target EVA or the 
                                      performance below Target EVA that will
                                      cause a 2x bonus contribution or a zero
                                      bonus contribution. For RSI, the Bonus
                                      Interval will be $34 million. With RSI
                                      1999 Target EVA of $53.6 MM, a 2x bonus
                                      multiple contribution will result if EVA
                                      of $87.6 MM is achieved. If actual EVA is
                                      $19.6 MM or less, then a zero bonus will
                                      occur.

       VEMS                           VEMs are important measures which impact
                                      how bonuses will be paid out. For 1999,
                                      80% of bonus payments will be based on EVA
                                      and 20% will be based on two VEMs, which
                                      are RTS Net Sales (10%) and RIL Global Net
                                      Sales (10%).

       VEM POTENTIAL                  20% of your Bonus Contribution
       BONUS

       VEM AWARD                      The percent of your VEM Potential Bonus 
                                      that you have earned. This award % will be
                                      based on how well RTS and RIL achieved Net
                                      Sales goals.

       VEM BONUS CONTRIBUTION         Your VEM Potential Bonus x VEM Award

       BONUS DECLARED                 The bonus dollars available for payment or
                                      reserve after all declarations have been
                                      made.

       AVAILABLE BALANCE              The Bonus Declared plus the Beginning 
                                      Bonus Reserve Balance.


<PAGE>
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RYDER                                                   RSI HEADQUARTERS
                                                        EXECUTIVE MANAGEMENT
                                                        LEVELS MS 11 AND HIGHER
1999 INCENTIVE COMPENSATION PLAN                        PAGE 7
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KEY TERMS (CONTINUED):

       NAT                            The consolidated Net Earnings After Tax
                                      for the bonus year, including appropriate
                                      accruals for all incentive awards
                                      estimated to be payable for that bonus
                                      year.

       EQUITY CHARGE                  The average equity x the cost of equity 
                                      determined by Chief Financial Officer.

EXAMPLE:

The following is an example of how bonus calculations are determined using 1999
RSI Target EVA of $53.6 MM.

Assume your base salary is $100,000 and your Target Bonus is 30% of your salary,
or $30,000. 80% of your bonus is determined by EVA, and 20% determined by VEMs.

As you will recall, Target EVA for 1999 is $20 MM higher than 1998 Year-End EVA,
or $53.6 MM.

The EVA Bonus Interval ("Interval") is the EVA Improvement needed, over and
above Target, to declare a double bonus. It is also the shortfall from Target
that will cause a zero bonus being declared. The EVA Bonus Interval for 1999 is
$34 MM. Therefore:

Zero Bonus Contribution at: 1999 Target EVA - Interval = $53.6 MM - $34 MM= 
$19.6 MM


or,

Twice Target Bonus Contribution at: = 1999 Target EVA + Interval = $53.6 MM + 
$34 MM = $87.6 MM

For any level of EVA, determine the difference between Actual EVA and Target
EVA, and divide that difference by the Interval. Add that number to 1.0 to
calculate the Bonus Contribution.


<PAGE>
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RYDER                                                   RSI HEADQUARTERS
                                                        EXECUTIVE MANAGEMENT
                                                        LEVELS MS 11 AND HIGHER
1999 INCENTIVE COMPENSATION PLAN                        PAGE 8
--------------------------------------------------------------------------------


STEP ONE: CALCULATE VARIANCE FROM TARGET EVA:

     Year-end EVA in 1998 was $33.6 MM. As stated previously, 1999 Target EVA is
     $53.6MM. First, determine the difference between 1999 Actual EVA and 1999
     Target EVA. This is your Variance from Target EVA. If year-end 1999 EVA is
     $58.6 MM, the calculation is shown below.

                     1999 Actual EVA                     $58.6 MM
                -    1999 Target EVA                   - $53.6 MM
                     ---------------                     --------
                =    Variance from Target EVA            $  5 MM


STEP TWO: CALCULATE BONUS MULTIPLE CONTRIBUTION:

In this example, RSI's 1999 EVA is $5 MM above Target EVA. From above, this
should be divided by the EVA Bonus Interval to determine the amount of Bonus to
be added to Target.

                      Variance from Target EVA            $  5 MM
                 /    EVA Bonus Interval                  / 34 MM
                      ------------------                   ------
                 =    Bonus Above Target                   0.15 x

Next, add the Bonus Above Target to the Target Bonus of 1.0 to determine your
Bonus Contribution.

                       Bonus Above Target                   0.15x
                  +    Target Bonus Multiple              + 1.00
                       ---------------------                ----
                  =    Bonus Multiple Contribution          1.15 x

STEP THREE: CALCULATE BONUS CONTRIBUTION:

The Bonus Multiple Contribution is then multiplied by your Target Bonus to
determine your Bonus Contribution in dollars.

                        Bonus Multiple Contribution            1.15x
                   x    Target Bonus                       x $30,000
                        ------------                         ------
                   =    Bonus Contribution                   $34,500


<PAGE>
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RYDER                                                   RSI HEADQUARTERS
                                                        EXECUTIVE MANAGEMENT
                                                        LEVELS MS 11 AND HIGHER
1999 INCENTIVE COMPENSATION PLAN                        PAGE 9
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STEP FOUR: CALCULATE FINANCIAL BONUS CONTRIBUTION:

For all RSI participants, 20% of your Bonus Contribution will be determined by
VEMs. The other 80% is determined by EVA.

                      Bonus Contribution                   $34,500
                 x    EVA Component                        x   80%
                      -------------                         ------
                 =    Financial Bonus Contribution         $27,600

STEP FIVE: CALCULATE VALUE ENHANCEMENT MEASURES BONUS CONTRIBUTION:

To determine the amount subject to VEMs (your VEM Potential Bonus) multiply your
Bonus Contribution by 20%.

                      Bonus Contribution                    $34,500
                 x    Value Enhancement Measures            x   20%
                      --------------------------             ------
                 =    VEM Potential Bonus                   $ 6,900

Your VEM Potential Bonus is then modified by VEM performance. If you achieved
90% performance on your VEM, this calculation is illustrated below.

                      VEM Potential Bonus                   $  6,900
                 x    VEM Award                             x    90%
                      ---------------------                    -----
                 =    VEM Bonus Contribution                $  6,210


STEP SIX: CALCULATE TOTAL BONUS DECLARED:

Add the VEM Bonus Contribution to the Financial Bonus Contribution to get the
Total Bonus Declared, which is then subject to the Bonus Reserve.

                      Vem Bonus Contribution                 $ 6,210
                 +    Financial Bonus Contribution        +  $27,600
                      ----------------------------            -------
                 =    Total Bonus Declared                   $33,810


<PAGE>
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RYDER                                                   RSI HEADQUARTERS
                                                        EXECUTIVE MANAGEMENT
                                                        LEVELS MS 11 AND HIGHER
1999 INCENTIVE COMPENSATION PLAN                        PAGE 10
--------------------------------------------------------------------------------


STEP SEVEN: CALCULATE THE BONUS RESERVE AND BONUS PAYMENT:

The Bonus Reserve will only apply to those in MS 11 and above. Before any Bonus
can be paid, the Bonus Declared must flow through the Bonus Reserve. First, the
Bonus Declared is added to the Beginning Reserve Balance to determine how much
is available to be paid. If in 1999, your Beginning Reserve Balance is $2,000.

                   Bonus Declared (1999)                     $33,810
              +    Beginning Reserve Balance               + $ 2,000
                   -------------------------                 -------
              =    Available Balance                         $35,810

Second, the reserve then pays out up to Target Bonus; if less than Target Bonus
is in the Bonus Reserve, the entire Bonus Reserve is paid out.

                   Available Balance                         $35,810
              -    (Up To) Target Bonus                    - $30,000
                    -------------------                      -------
              =    Residual Balance                          $ 5,810

Next, ONE-HALF OF ANY RESIDUAL BALANCE is paid out...

                   Residual Balance                          $ 5,810
              x    1/2                                       x   1/2
                   ------------------                        -------
              =    Additional Payment                        $ 2,905

                   Target Bonus                              $30,000
              +    Additional Payment                      + $ 2,905
                   ------------------                        -------
              =    Total Bonus Payment                       $32,905

 ...with the remaining one-half staying in the reserve.

                   Residual Balance                          $ 5,810
               -   Additional Payment                      - $ 2,905
                   ------------------                        -------
               =   Ending Reserve Balance                    $ 2,905

The Ending Reserve Balance from 1999 then becomes the Beginning Reserve Balance
for 2000.


<PAGE>
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RYDER                                                   RSI HEADQUARTERS
                                                        EXECUTIVE MANAGEMENT
                                                        LEVELS MS 11 AND HIGHER
1999 INCENTIVE COMPENSATION PLAN                        PAGE 11
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BASE SALARY CALCULATION

For the purpose of bonus calculations, base salary is defined as the average
annual rate of pay for the calendar year, excluding all other compensation paid
to the employee during the year, e.g. bonus, commissions, car allowance,
employee benefits, moving expenses, any imputed income and amounts attributable
to any of the Company's stock plans.

The average annual rate of pay for a participant whose base salary changes
within the bonus year is calculated below. Salaried employees are paid
semi-monthly, each check representing 1/24 of the annual base salary. Daily pay
for a salaried employee is calculated by dividing the annual salary by 360
working days per year.

       BASE SALARY CALCULATION EXAMPLE

       Average annual rate of pay would be calculated as follows for a
       participant who begins a bonus year with a base salary of
       $100,000, then effective April 1 receives an increase to a base
       salary of $104,000:

       JANUARY 1 THROUGH MARCH 31 OF BONUS YEAR:

       3 months X 30 days per month  =  90  =   .25 x $100,000/yr. =  $  25,000
       ----------------------------     ----                                   
           360 days                     360

       APRIL 1 THROUGH DECEMBER 31 OF BONUS YEAR:

       360 - 90                      =  270   = .75 x $104,000/yr. =  $  78,000
       --------                         ------                           ------
       360 days                         360

       AVERAGE ANNUAL RATE OF PAY FOR BONUS YEAR =                    $ 103,000


<PAGE>
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RYDER                                                   RSI HEADQUARTERS
                                                        EXECUTIVE MANAGEMENT
                                                        LEVELS MS 11 AND HIGHER
1999 INCENTIVE COMPENSATION PLAN                        PAGE 12
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PLAN RULES

The following rules apply to Plan participants. The Company reserves the right
to alter, modify, change or terminate any of the provisions described below at
any time.
        
       ELIGIBILITY: Employees whose positions are designated on page 1 and
          who are employed in good standing at the time bonus payments are made
          are eligible to participate in this Plan. Individuals who have
          agreements which specifically provide for incentive compensation other
          than that which is provided in this Plan or who are participants in
          any other incentive compensation plan of RSI, its subsidiaries or
          affiliates are not eligible to participate in this Plan.

          Employees who are newly hired, promoted or transferred into or out of
          eligible positions and those who move from one eligibility level to
          another will receive pro-rata bonus awards based on the average annual
          rate of pay and Bonus Opportunity in eligible positions, provided they
          are employed in good standing at the time bonus awards are
          distributed.

       PROMOTION: A participant who is promoted during the bonus year will
          receive a pro-rata bonus declaration based on the average annual rate
          of pay and bonus opportunity in the eligible positions. The
          participant will receive a pro-rata bonus based on the appropriate
          Plan for his/her management level, position and the portion of time
          spent in each position during the year.

       WORKERS' COMPENSATION OR LEAVE OF ABSENCE ("LOA"): A participant who
          leaves the payroll due to a workers' compensation leave or LOA will
          receive no additional bonus declarations while off the payroll, but
          will be eligible to receive a pro-rata bonus for the year in which
          they leave the payroll. Such payment may be made in a lump sum or over
          time at the discretion of the Company, the Board of Directors or the
          Compensation Committee of the Board of Directors.

       TRANSFERS: A participant who transfers from one business unit to another
          will have their Bonus Reserve transferred with them. At the time of
          transfer the award will be prorated with respect to the year in which
          the transfer occurs.

       DEMOTION: If an individual is demoted from level 11 or above to level 10
          or below, the person will no longer be subject to the Bonus Reserve
          mechanism. The reserve balance will be paid out one half over each of
          the next 2 years in accordance with the other provisions of this Plan.


<PAGE>
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RYDER                                                   RSI HEADQUARTERS
                                                        EXECUTIVE MANAGEMENT
                                                        LEVELS MS 11 AND HIGHER
1999 INCENTIVE COMPENSATION PLAN                        PAGE 13
--------------------------------------------------------------------------------

PLAN RULES (CONTINUED)

       TERMINATION (DISMISSAL): Participants leaving the Company under any
          conditions other than those outlined in the Eligibility or Change of
          Control sections of this Plan are not eligible for bonus awards for
          the bonus year in which they leave, nor are they eligible for awards
          for the preceding bonus year, if such awards have not yet been
          distributed. A participant who is terminated and who has a positive
          Reserve Balance will forfeit any Reserve Balance. Unless terminated
          for cause, the individual may be eligible for severance which may
          include a provision for bonus.

       RESIGNATIONS: Except as provided otherwise in this Plan, voluntary
          termination of employment with the Company will result in forfeiture
          of any unpaid declared bonuses and of the balance in a participant's
          Bonus Reserve.

       RETIREMENT OR PERMANENT DISABILITY RETIREMENT: A participant who retires 
          or takes disability retirement from the Company will receive full
          payment of their Reserve Balance and a pro-rata bonus for the year in
          which they retire. Such payment will be made in a lump sum or over
          time at the Company's discretion.

       DEATH: The estate of a participant who dies while in the employ of the
          Company will receive full payment of their Reserve Balance and a
          pro-rata bonus for the year in which they die. Such payment will be
          made at the regular time for making bonus payments in respect to the
          year of such death, and will be paid to the designated beneficiary or
          estate.

       SALE OF BUSINESS: If a business is sold, the reserve will be paid out
          to participants of the sold business.

       NO GUARANTEE: Participation provides no guarantee that a bonus will be
          paid. The success of the Company, its business units and individual
          participants as measured by the achievement of EVA will determine the
          extent to which participants will be entitled to receive bonuses
          hereunder; provided, however, all bonuses are subject to the sole
          discretion of the Board of Directors or the Compensation Committee of
          the Board of Directors of the Company.

       EXCLUSION CRITERIA: Participation in the Plan is not a right, but a
          privilege subject to annual review by the Company. RSI retains the
          right to withhold payment from any participant who violates Company
          principles or policies, or the rules contained in this Plan.

       NEGATIVE BALANCES: The entire Bonus Declared is credited to each
          participant's personal Bonus Reserve account, with the Target Bonus
          and one half of any net positive balance paid out. Residual amounts,
          including negative balances, are reserved forward to be credited or
          debited against future declared bonus amounts. Negative balances will
          not be held as claims against participants who leave the payroll for
          any reason.


<PAGE>
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RYDER                                                   RSI HEADQUARTERS
                                                        EXECUTIVE MANAGEMENT
                                                        LEVELS MS 11 AND HIGHER
1999 INCENTIVE COMPENSATION PLAN                        PAGE 14
--------------------------------------------------------------------------------


ADMINISTRATION

The Chairman, President, and Chief Executive Officer of RSI will administer this
Plan, except for bonus awards to the Chief Executive Officer, which will be
administered by the Compensation Committee of the Board of Directors of RSI.

BONUS YEAR

The bonus year is defined as the calendar year in which bonus awards are earned.

BONUS ELIGIBILITY ON CHANGE OF CONTROL

Notwithstanding anything in this Plan to the contrary, in the event of a Change
of Control of the Company (as defined and adopted by the Board of Directors on
August 18, 1995), the funds necessary to pay incentive awards, including the
Reserve Balances, will be placed in a trust administered by an outside financial
institution.

The amount of each participant's incentive award will be determined in
accordance with the provisions of the Plan by a "Big 5" accounting firm chosen
by the Company. The Company will be responsible for all legal fees and expenses
which participants may reasonably incur in enforcing their rights under the Plan
in the event of a Change of Control of the Company.

Should a Change of Control occur during 1999, participants will receive
instructions regarding the collection of incentive awards.

BONUS PAYMENT

Shortly after the end of the calendar year and after considering the
recommendations of the Administrator of the Plan, the Compensation Committee of
the Board of Directors or the Board of Directors of RSI will, in its sole
discretion, determine the participants, if any, who will receive bonus awards
and the amounts of such awards. Bonus award payments will be distributed to
eligible participants following such Board or Committee approval and subsequent
to certification of consolidated financial statements by an independent auditor.

BONUS FUNDING

A maximum of 13% of consolidated RSI NBT may be allotted by RSI throughout the
bonus year as an accrual to fund all awards under all incentive compensation
plans of the Company, including this Plan, as well as any incentive or bonus
payments resulting from employment commitments or agreements.


<PAGE>
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RYDER                                                   RSI HEADQUARTERS
                                                        EXECUTIVE MANAGEMENT
                                                        LEVELS MS 11 AND HIGHER
1999 INCENTIVE COMPENSATION PLAN                        PAGE 15
--------------------------------------------------------------------------------


BONUS FUNDING (CONTINUED)

Bonus payout maximums are limited by the lower of the total declared bonus
provided under this Plan, the amount of the accrual at the time of any bonus
payment, or the maximum funding limitation. Should the funding limitation or
accrual not provide for bonus allotments under this Plan, proration will be
performed at the discretion of the Chairman, President and Chief Executive
Officer of RSI. Unused funds may not be carried forward for subsequent bonus
years.

DISCRETIONARY AWARDS

With the approval of the Board of Directors or the Compensation Committee of the
Board of Directors of RSI, the Chairman, President, and Chief Executive Officer
of RSI has the authority to grant discretionary bonus awards for exemplary
performance to non-participants or to enhance the awards of participants.
Discretionary awards are not subject to the funding limitations of this Plan.

While it is common to grant discretionary awards at the same time as regular
awards, it may be appropriate, on occasion, to recognize an employee off-cycle
due to extremely unusual performance. Off-cycle discretionary awards must be
approved by the Chairman, President and Chief Executive Officer of RSI.

The total of all discretionary awards for participants under all RSI incentive
compensation plans, including this Plan as well as awards granted off-cycle, may
not exceed $500,000 per year.

AMENDMENTS

The Board of Directors of RSI, or the Compensation Committee, reviews RSI's, its
subsidiaries' and affiliates' incentive compensation plans annually to ensure
equitability both within the Company, and in relation to current economic
conditions.

THE BOARD OF DIRECTORS, OR THE COMPENSATION COMMITTEE, RESERVES THE RIGHT TO
AMEND, SUSPEND, TERMINATE OR MAKE EXCEPTIONS TO THIS PLAN AT ANY TIME.
