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EXHIBIT 10.2(b)  Amendment dated as of August 20, 1993 to the form of amended
                 and restated change of control severance agreement for
                 executive officers dated as of February 24, 1989.
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                              Amended and Restated
                               Change of Control
                              Severance Agreement

                                Amendment No. 1


         THIS AMENDMENT, dated as of August 20, 1993, is to amend, change and
modify the provisions of a certain Amended and Restated Change of Control
Severance Agreement between Ryder System, Inc., a Florida corporation (the
"Corporation"), and ___________ (the "Executive"), dated as of February 24,
1989 (the "Change of Control Severance Agreement").

                                  WITNESSETH:

         WHEREAS, the Corporation and the Executive have previously entered
into the Change of Control Severance Agreement; and

         WHEREAS, the Corporation and the Executive now desire to amend the
Change of Control Severance Agreement;

         NOW, THEREFORE, the Change of Control Severance Agreement is hereby
amended as follows:

         1.      Section 2(c) is replaced by the following:

                          (c)   there is a liquidation or dissolution of the
                 Corporation or a sale of all or substantially all of the
                 assets of the Corporation.

         2.      The chart set forth in Section 3(f) is replaced by the
                 following:

                 Mgmt. Level 19 or above   Three (3) years
                 Mgmt. Level 15-18         Two (2) years
                 Mgmt. Level 14            One (1) year and six (6) months
                 Mgmt. Level 13            One (1) year
                 Mgmt. Level 12            Nine (9) months
                 Mgmt. Level 11            Six (6) months

         3.      The chart set forth in Section 4(a)(iii)(I)b is replaced by
                 the following:

                 Mgmt. Level 19 or above   3
                 Mgmt. Level 15-18         2
                 Mgmt. Level 14            1.5
                 Mgmt. Level 13            1
                 Mgmt. Level 12            .75
                 Mgmt. Level 11            .5

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         4.      This Amendment shall be effective as of August 20, 1993.


         IN WITNESS WHEREOF, the Corporation has caused this Amendment to be
executed by its duly authorized officer and the Executive has hereunto set his
hand, all as of the day and year first above written.


                                                     RYDER SYSTEM, INC.
                                                     (the "Corporation")


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                                                     ---------------------------
                                                            Executive





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