EXHIBIT 10.11

[LOGO]

June 26, 1997

TO: Larry S. Mulkey

FROM: M. Anthony Burns

RE: Agreement and Release

In accordance with the Older Workers Benefit Protection Act, I am required to
inform you of the following regarding your execution of the attached Agreement
and Release.

1. You should consult with an attorney before signing the Agreement and
Release.

2. You will have twenty-one (21) days from the day you receive the Agreement
and Release to execute it. If you have not executed the Agreement and
Release by the twenty-first day, it will automatically be declared null
and void and revoked.

3. After you have executed the Agreement and Release, you have seven (7)
calendar days to revoke your acceptance of it. If you revoke the Agreement
and Release within the seven (7) calendar days, it is null and void. For
the revocation of the Agreement and Release to be effective, written
notice must be received by Edward R. Henderson no later than the close of
business on the seventh day after you sign the Agreement and Release.

4. If you do not revoke your execution of the Agreement and Release within
the seven (7) calendar days, it will become effective and payments will
commence in accordance with the terms of the Agreement and Release.

Please acknowledge below your receipt of this document, as well as the attached
Agreement and Release, and that you have read and understand this page of
conditions.

Acknowledged:

/s/ LARRY S. MULKEY
- -------------------------
Larry S. Mulkey

7/30/97
- -------------------------
Date

Attachment

AGREEMENT AND RELEASE

THIS AGREEMENT AND RELEASE, dated as of June 30, 1997, is between RYDER
INTEGRATED LOGISTICS, INC. ("the Company") and LARRY S. MULKEY ("Employee").

WITNESSETH:

WHEREAS, the Company has employed Employee in a managerial capacity; and

WHEREAS, Employee and the Company now desire to plan for the termination
of Employee's employment relationship with the Company;

NOW, THEREFORE, in consideration of the following terms, covenants and
conditions, the Company and Employee agree as follows:

1. (a) TERMINATION OF SEVERANCE AGREEMENTS. The Company and Employee agree
that the Severance Agreement between Employee and Ryder System, Inc. ("RSI"),
dated as of May 1, 1996, and the Change of Control Severance Agreement between
Employee and RSI, dated as of the same date, which provide severance benefits to
Employee in the event of Employee's termination under specified circumstances,
as well as any predecessor agreements (collectively the "Prior Agreements"), are
hereby terminated as of the date of this Agreement and Release. Neither the
Company, RSI nor Employee shall have any further obligations under the Prior
Agreements.

(b) TERM AND SEVERANCE. Employee agrees that the employment of Employee
will be terminated on July 31, 1998 ("Employee's Last Day Worked"). Effective as
of today's date, Employee will resign as an officer and/or director of the
Company, RSI and/or their subsidiaries or affiliates and, to the extent
applicable, from all committees of which Employee is a member. Employee agrees
to sign the attached letter of resignation immediately upon receipt. Until
Employee's Last Day Worked, Employee shall continue to receive his current
salary. Thereafter, the Company shall continue Employee's current salary
payments as severance pay on the fifteenth and last day of each month for a
twenty-three (23) month period beginning on the day following Employee's Last
Day Worked, unless terminated sooner pursuant to Paragraph 26 (the "Period").

Notwithstanding the foregoing, in the event Employee obtains another
position, regardless of whether such position is on a temporary, part-time,
full-time or consulting basis, with the Company, RSI, Ryder TRS, Inc. (formerly
known as RCTR Holdings, Inc.) or Questor Management Company, or any of their
subsidiaries or affiliates, after the Employee's Last Day Worked but prior to
the last day of the Period, Employee understands and agrees that all severance
payments will cease immediately and that all liabilities and obligations
hereunder shall terminate, except as provided in Paragraph 28.

(c) DUTIES. Until Employee's Last Day Worked, Employee agrees to provide
continued expertise and guidance in the business, affairs and management of the
Company and its subsidiaries and affiliates; to provide for transition
assistance to the Company; and to provide any other services or support
requested by the Chairman, President and Chief Executive Officer of RSI, or his
designee.

2. VACATION ENTITLEMENT. Employee has twenty-eight (28) days of unused and
accrued vacation entitlement and shall be paid in a lump sum for such
entitlement no later than five (5) days following Employee's Last Day Worked.

3. MEDICAL AND DENTAL BENEFITS. Until Employee's Last Day Worked, the Company's
health care program benefits will be provided in accordance with the terms of
the Company's health care program, as it may be amended from time to time.

Following Employee's Last Day Worked, the Company's health care program
benefits will be provided in accordance with the Consolidated Omnibus Budget
Reconciliation Act of 1985 as amended ("COBRA"), and the terms of the Company's
health care program, as it may be amended from time to time.

Following Employee's Last Day Worked and until the first to occur of (i)
the last day of the Period, (ii) the date Employee ceases the required employee
contributions, or (iii) the date Employee becomes eligible for medical and/or
dental benefits as an employee of another employer, Employee shall pay a pre-tax
contribution for such coverage at the then current employee contribution rates
for officers and the Company shall pay the balance of the COBRA premiums.
Thereafter, if Employee is eligible and wishes to continue Employee's COBRA
coverage, Employee shall be solely responsible for payment of the entire COBRA
premiums.

Commencing August 1, 1998, Employee shall be eligible for the Company's
Early Retiree Medical Program in effect at that time and in accordance with the
terms of the program as it may be amended from time to time.

4. LIFE INSURANCE AND SPLIT DOLLAR LIFE INSURANCE. Coverage under the Company's
group life insurance plan and/or supplemental life insurance policy, if
applicable, will continue until the first to occur of (i) the last day of the
Period, (ii) the date Employee becomes eligible for such coverage as an employee
of another employer, or (iii) for supplemental life insurance only, the date
Employee effectively cancels the premium deduction taken from Employee's pay or
severance pay. Such coverage will be in accordance with the terms of the plan
and/or policy as they may be amended from time to time.

Employee will continue to be covered by the Company's group life insurance
plan and any supplemental life insurance, if applicable, during each plan's
conversion privilege period, which is the thirty-one (31) days following the
last day of coverage as defined above. During such period, Employee may convert
the insurance coverage to an individual policy by directly contacting and
arranging the conversion through Standard Insurance Company, or such other
insurance company as is then providing coverage.

With regard to the Company's split-dollar life insurance as of the date of
this Agreement and Release, Employee may retain the split-dollar policy with its
attendant cash value less any repayment of premiums paid by the Company.

5. SALARY CONTINUANCE/SALARY PROTECTION; SUPPLEMENTAL LONG TERM DISABILITY
INSURANCE. Coverage under the Company's Salary Continuance program and/or Salary
Protection insurance policy, if applicable, will continue until the first to
occur of (i) the last day of the Period, (ii) the date Employee becomes

employed by another employer, or (iii) for Salary Protection insurance only, the
date Employee effectively cancels the premium deduction taken from Employee's
severance pay. Employee shall not be eligible to receive both severance payments
and Salary Continuance and/or Salary Protection payments at the same time. Such
coverage will be in accordance with the terms of the program and/or policy as
they may be amended from time to time.

The cost of Employee's Supplemental Long Term Disability insurance will
continue to be paid for by the Company through the last day of the Period,
provided the Employee remains enrolled in the underlying basic long term
disability coverage with the Standard Insurance Company of Oregon or has other
coverage with an equivalent benefit. If Employee obtains other disability
coverage during the Period and/or no longer participates in the Company's basic
long term disability program, Employee must advise the Company of the amount of
coverage Employee has with the new carrier for purposes of adjusting the
coverage provided under the Supplemental Long Term Disability insurance.

6. BUSINESS TRAVEL ACCIDENT INSURANCE. Coverage under the Company's Business
Travel Accident Insurance Plan, as it may be amended from time to time, will
cease as of Employee's Last Day Worked.

7. RETIREMENT BENEFITS. Employee will continue to participate in and to accrue
benefits under the Ryder System, Inc. Retirement Plan, as it may be amended from
time to time, until the first to occur of (i) the last day of the Period, or
(ii) the last day of the thirteenth week of the Period. Employee has met the
vesting requirements of the Retirement Plan and will receive retirement benefits
in accordance with the Retirement Plan provisions.

8. HEALTH OR DEPENDENT DAY CARE REIMBURSEMENT ACCOUNTS. If Employee is a
participant in the Health Care Reimbursement Account, Employee's participation
will end on Employee's Last Day Worked. Thereafter, Employee may continue to
participate in the Health Care Reimbursement Account by electing COBRA coverage.

If Employee is a participant in the Dependent Day Care Reimbursement
Account, Employee may continue to participate until the earlier to occur of (a)
the end of the Period, or (b) the end of the current Plan year.

Participation shall be in accordance with the terms of the programs as
they may be amended from time to time. Claims in connection with the Health or
Dependent Day Care Reimbursement Accounts must be filed in accordance with Plan
provisions. Any questions regarding continued participation in such Accounts
should be directed to the Company's Vice President, Compensation and Benefits
Administration.

9. EMPLOYEE SAVINGS PLAN (INCLUDING PAYSOP SHARES); DEFERRED COMPENSATION Plan.
If applicable, Employee will continue to participate in the Ryder System, Inc.
Employee Savings Plan, as it may be amended from time to time, until the first
to occur of (i) the last day of the Period, or (ii) the last day of the
thirteenth week of the Period. If the value of Employee's account is $3,500 or
less, a lump sum distribution will be made pursuant to plan provisions. If the
value of Employee's account is greater than $3,500, Employee's account will be
maintained in the Ryder System, Inc. Employee Savings Plan unless and until the
Employee requests a distribution from the Plan. However, if Employee has not
requested a distribution by age 70 1/2, then a distribution will be made in
accordance with plan provisions. Employee should direct

any questions regarding the Ryder System, Inc. Employee Savings Plan to the
Company's Vice President, Compensation and Benefits Administration.

If applicable, Employee will continue to participate in the Ryder System,
Inc. Deferred Compensation Plan until the first to occur of (i) the last day of
the Period, or (ii) the last day of the thirteenth week of the Period.
Employee's account will be maintained in the Ryder System, Inc. Deferred
Compensation Plan. The vested portion of Employee's account shall be distributed
on the January 1 following the first to occur of (i) the last day of the Period,
or (ii) the last day of the thirteenth week of the Period, or as soon as
administratively practicable thereafter. Such distribution shall be made in
accordance with Employee's most recent election and enrollment form on file with
the plan.

10. STOCK PLANS. From and after the date of this Agreement and Release,
Employee will not be eligible for any stock option grants under the Ryder
System, Inc. 1980 Stock Incentive Plan or the Ryder System, Inc. 1995 Stock
Incentive Plan (the "1980 and 1995 Plans"), nor will Employee be eligible to
participate in any other stock option, stock purchase or similar plan or program
offered by the Company or any of its subsidiaries or affiliates. Employee must
exercise stock options granted pursuant to any of the Company's stock option
plans and vested on Employee's "Termination Date" within the period following
Employee's "Termination Date" specified by the applicable stock option
agreement. For purposes of the 1980 and 1995 Plans, the phrase "Termination
Date" shall mean the end of the Period with respect to Non-Qualified Stock
Options granted pursuant to such plans, unless, on Employee's Last Day Worked,
Employee shall be eligible for early retirement in which event the retirement
provisions of such plans shall be applicable.

11. INCENTIVE COMPENSATION AND DEFERRED COMPENSATION. Employee shall receive a
combined tenure-related and bonus multiple cash bonus payment in the amount of
four hundred forty thousand dollars ($440,000) no later than five (5) business
days after Employee's Last Day Worked. Employee is not entitled to receive any
cash bonus payment pursuant to any other incentive compensation plan.

Salary or bonus awards that Employee has previously deferred, if any, will
be distributed in accordance with Employee's individual deferred compensation
agreement(s) or pursuant to any deferred compensation plan elections made by
Employee.

12. CAR ALLOWANCE. Employee shall receive a car allowance of eight hundred
dollars ($800) per month while an employee of the Company and a lump sum car
allowance of nineteen thousand two hundred dollars ($19,200) within five (5)
business days following Employee's Last Day Worked.

13. PERQUISITE, FINANCIAL PLANNING/TAX PREPARATION AND EXECUTIVE PHYSICAL
ALLOWANCES, OUTPLACEMENT AND RELOCATION ASSISTANCE. For calendar year 1997, if
not yet paid, and for calendar years 1998, 1999 and 2000, the Company shall
provide Employee with the perquisite allowance, and for calendar years 1998 and
1999 the financial planning/tax preparation and executive physical allowance,
under which Employee would have been entitled to receive reimbursement had he
been an officer and/or director of the Company, pursuant to the plans and
programs of the Company, as they may be amended from time to time.

In lieu of professional outplacement services, the Company shall provide
Employee with a cash payment of fifty-one thousand six hundred forty-four
dollars ($51,644) within five (5) business days following Employee's Last Day
Worked.

The Company shall provide Employee with relocation assistance,
commensurate with Employee's management level, in connection with the sale of
Employee's residence in Miami, Florida pursuant to the Company's relocation
program, as it may be amended from time to time.

14. UNEMPLOYMENT COMPENSATION AND OTHER BENEFITS. After Employee's Last Day
Worked, should Employee apply for Unemployment Benefits and should the Company
be requested to complete any documents in connection therewith, the Company
shall complete such necessary documents and will not contest Employee's receipt
of such benefits.

Attached to this Agreement and Release as Exhibit A is a Benefit Schedule
outlining the employee benefits for which Employee is currently eligible as an
employee of the Company and for which Employee will be eligible during the
Period and, in certain instances, thereafter. Employee acknowledges and agrees
that these benefits are derived from certain employee benefit plans and programs
of the Company, are governed by their terms and are subject to change. Any
benefits not specifically stated in this Agreement and Release, including
Exhibit A, to continue beyond Employee's Last Day Worked shall cease on
Employee's Last Day Worked, unless provided otherwise in the relevant plan or
policy or by law.

15. COVENANT OF CONFIDENTIALITY. All documents, records, techniques, business
secrets and other information, including this Agreement and Release, and any and
all incidents leading to or resulting from this Agreement and Release, which
have or will come into Employee's possession from time to time during Employee's
affiliation with the Company, RSI and/or any of their subsidiaries or affiliates
shall be deemed to be confidential and proprietary to the Company, RSI and/or
any of their subsidiaries or affiliates and shall be their sole and exclusive
property. Employee agrees that Employee will keep confidential and not divulge
to any other party any of the Company's, RSI's or their subsidiaries' or
affiliates' confidential information and business secrets, including, but not
limited to, such matters as costs, profits, markets, sales, products, product
lines, key personnel, pricing policies, operational methods, customers, customer
requirements, suppliers, plans for future developments, and other business
affairs and methods and other information not readily available to the public,
except as required by law. Additionally, Employee agrees that upon Employee's
termination of employment, Employee shall promptly return to the Company any and
all confidential and proprietary information that is in Employee's possession.

16. COVENANT OF NON-SOLICITATION. Until June 30, 2000, Employee, either on
Employee's own account or for any person, firm or company, shall not solicit,
interfere with or induce, or attempt to induce, any employee of the Company, RSI
or any of their subsidiaries or affiliates to leave their employment or to
breach their employment agreement, if any.

17. COVENANT OF NON-DISPARAGEMENT AND COOPERATION. Employee agrees not to make
any remarks disparaging the conduct or character of the Company, RSI or any of
their subsidiaries or affiliates, their agents, employees, officers, directors,
successors or assigns ("Ryder"). In addition, Employee agrees to cooperate with
Ryder in any litigation or administrative proceedings (e.g., EEOC charges)
involving any matters with which Employee was involved during Employee's
employment with the Company. The

Company shall reimburse Employee for travel expenses approved by the Company
incurred in providing such assistance.

18. COVENANT AGAINST COMPETITION. Until June 30, 2000, Employee shall not engage
or become a partner, director, officer, principal, employee, consultant,
investor, creditor or stockholder, directly or indirectly, in any business,
proprietorship, association, firm or corporation not owned or controlled by the
Company, RSI and/or any of their subsidiaries or affiliates which is engaged or
proposes to engage or hereafter engages in a business competitive directly with
the business conducted by the Company, RSI and/or any of their subsidiaries or
affiliates in any geographic area where such business of the Company, RSI and/or
any of their subsidiaries or affiliates is conducted, without the prior written
consent of RSI's Chairman, President and Chief Executive Officer. This
prohibition includes, but it is not limited to, the purchaser of RSI's consumer
truck rental and move management business. However, Employee is not prohibited
from owning one percent (1%) or less of the outstanding capital stock of any
corporation whose stock is listed on a national securities exchange.

19. SPECIFIC REMEDY. Employee acknowledges and agrees that if Employee commits a
material breach of the Covenant of Confidentiality (Paragraph 15), Covenant of
Non-solicitation (Paragraph 16), Covenant of Non-Disparagement and Cooperation
(Paragraph 17) or Covenant Against Competition (Paragraph 18), the Company shall
have the right to have the obligations of Employee specifically enforced by any
court having appropriate jurisdiction on the grounds that any such breach will
cause irreparable injury to the Company, and that money damages will not provide
an adequate remedy to the Company. Employee further acknowledges and agrees that
the obligations contained in Paragraphs 15, 16, 17 and 18 of this Agreement and
Release are fair, do not unreasonably restrict Employee's future employment and
business opportunities, and are commensurate with the compensation arrangements
set out in this Agreement and Release.

20. APPLICABLE LAW. This Agreement and Release shall be governed by and
construed according to the laws of the state of Florida.

21. WITHHOLDING AND TAXATION. All payments under this Agreement and Release
shall be less applicable withholding taxes and other proper deductions consented
to in writing by Employee or required by applicable law or regulation.
Additionally, the payments and benefits under this Agreement and Release may
result in imputed income to Employee and may be included in either Employee's
W-2 earnings statements or 1099 statements.

22. ASSIGNMENT. This Agreement and Release is personal to Employee and Employee
does not have the right to assign this Agreement and Release or any interest
herein. This Agreement and Release shall be binding on and inure to the benefit
of the successors of the Company.

23. SEVERABILITY. In the event that one or more terms or provisions of this
Agreement and Release are found to be invalid or unenforceable for any reason or
to any extent, each remaining term and provision shall continue to be valid and
effective and shall be enforceable to the fullest extent permitted by law.

24. UNSECURED, UNFUNDED OBLIGATIONS. The payments and benefits provided to
Employee pursuant to this Agreement and Release may be unsecured, unfunded
obligations of the Company.

25. DEATH OF EMPLOYEE. If Employee dies at any time during the term of this
Agreement and Release, any remaining payments owed by the Company to Employee
will be paid to the estate of Employee.

26. BREACH OF THE AGREEMENT. Except as provided in Paragraph 28, the Period,
this Agreement and Release, and all liabilities and obligations hereunder shall
terminate on the date Employee commits a material breach of the provisions of
this Agreement and Release or the Company determines that Employee committed an
act(s) of misconduct, including, but not limited to, theft, sexual harassment,
or fraud, during his employment with the Company.

27. ARBITRATION. Should any dispute arise relating to the meaning or application
of this Agreement and Release, such dispute shall be settled in Miami, Florida,
in accordance with the commercial arbitration rules of the American Arbitration
Association and such settlement shall be final and binding.

28. SURVIVAL. Paragraphs 16 and 18 of this Agreement and Release shall survive
termination for a material breach by Employee of the provisions of this
Agreement and Release for the full period set forth in Paragraphs 16 and 18.
Paragraphs 15, 17, 19 and 30 shall survive termination of this Agreement and
Release for any reason.

29. COUNTERPARTS. This Agreement and Release may be executed in any number of
counterparts and/or duplicate originals, any of which shall be deemed to be an
original, and all of which together shall be deemed one and the same document.

30. RELEASE. FOR AND IN CONSIDERATION OF THE SEVERANCE BENEFITS PROVIDED TO
EMPLOYEE BY THE COMPANY, EMPLOYEE, ON BEHALF OF EMPLOYEE, EMPLOYEE'S HEIRS,
EXECUTORS, SUCCESSORS AND ASSIGNS, HEREBY RELEASES AND FOREVER DISCHARGES RYDER
FROM ANY AND ALL CLAIMS, DEMANDS, OBLIGATIONS, LOSSES, CAUSES OF ACTION, COSTS,
EXPENSES, ATTORNEYS' FEES AND ALL LIABILITIES WHATSOEVER, WHETHER KNOWN OR
UNKNOWN, SUSPECTED OR UNSUSPECTED, FIXED OR CONTINGENT, WHICH EMPLOYEE HAS OR
MAY HAVE AGAINST RYDER AS A RESULT OF EMPLOYEE'S EMPLOYMENT BY AND SUBSEQUENT
TERMINATION AS AN EMPLOYEE OF THE COMPANY, UP TO THE DATE OF THE EXECUTION OF
THIS AGREEMENT AND RELEASE. THIS INCLUDES BUT IS NOT LIMITED TO CLAIMS AT LAW OR
EQUITY OR SOUNDING IN CONTRACT (EXPRESS OR IMPLIED) OR TORT ARISING UNDER
FEDERAL, STATE, OR LOCAL LAWS PROHIBITING AGE, SEX, RACE, DISABILITY, VETERAN OR
ANY OTHER FORMS OF DISCRIMINATION. THIS FURTHER INCLUDES ANY AND ALL CLAIMS
ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE AMERICANS WITH
DISABILITIES ACT OF 1990, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, OR THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT (ERISA), AS AMENDED, OR CLAIMS GROWING
OUT OF ANY LEGAL RESTRICTIONS ON THE COMPANY'S RIGHT TO TERMINATE ITS EMPLOYEES.
EMPLOYEE COVENANTS AND AGREES THAT EMPLOYEE WILL NOT SUE

OR FILE ANY LAWSUIT OR ACTION AGAINST RYDER IN THE FUTURE WITH RESPECT TO ANY
CLAIM OR CAUSE OF ACTION RELEASED AS PART OF THIS AGREEMENT AND RELEASE.
EMPLOYEE FURTHER AGREES THAT IF EMPLOYEE VIOLATES THIS COVENANT OR ANY OTHER
PROVISION OF THIS AGREEMENT AND RELEASE, EMPLOYEE SHALL INDEMNIFY RYDER FOR ALL
COSTS AND ATTORNEYS FEES INCURRED BY RYDER IN ENFORCING THIS AGREEMENT AND
RELEASE.

31. NON-ADMISSION. This Agreement and Release shall not in any way be construed
as an admission by the Company of any unlawful or wrongful acts whatsoever
against Employee or any other person, and the Company specifically disclaims any
liability to or wrongful acts against Employee or any other person, on the part
of Ryder.

32. ENTIRE AGREEMENT. Employee understands that this document constitutes the
entire agreement concerning severance pay and related benefits between Employee
and the Company, that this document may not be modified except by a written
document signed by Employee and the Company, and that no other promises have
been made concerning the subject matter covered herein. Employee understands and
agrees that the Company has no obligations to Employee beyond the terms of this
Agreement and Release and Employee acknowledges that Employee has not relied
upon any representations or statements, written or oral, not set forth in this
document.

33. REVOCATION PERIOD. EMPLOYEE UNDERSTANDS AND ACKNOWLEDGES THAT EMPLOYEE HAS
SEVEN (7) CALENDAR DAYS FOLLOWING EMPLOYEE'S EXECUTION OF THIS AGREEMENT AND
RELEASE TO REVOKE EMPLOYEE'S ACCEPTANCE OF THIS AGREEMENT AND RELEASE (THE
"REVOCATION PERIOD") AND THAT THIS AGREEMENT AND RELEASE SHALL NOT BECOME
EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED. REVOCATION OF
THIS AGREEMENT AND RELEASE MUST BE MADE BY DELIVERING A WRITTEN NOTICE OF
REVOCATION TO EDWARD R. HENDERSON, ASSISTANT GENERAL COUNSEL. FOR THIS
REVOCATION TO BE EFFECTIVE, WRITTEN NOTICE MUST BE RECEIVED BY EDWARD R.
HENDERSON NO LATER THAN THE CLOSE OF BUSINESS ON THE SEVENTH DAY AFTER EMPLOYEE
SIGNS THIS AGREEMENT AND RELEASE. IN ADDITION, EMPLOYEE UNDERSTANDS AND
ACKNOWLEDGES THAT NO MONIES WILL BE PAID UNDER THE TERMS OF THIS AGREEMENT AND
RELEASE UNTIL THE END OF THE REVOCATION PERIOD.

EMPLOYEE CERTIFIES THAT EMPLOYEE HAS FULLY READ, HAS RECEIVED AN EXPLANATION OF,
HAS NEGOTIATED AND COMPLETELY UNDERSTANDS THE PROVISIONS OF THIS AGREEMENT AND
RELEASE, THAT EMPLOYEE HAS BEEN ADVISED BY THE COMPANY TO CONSULT WITH AN
ATTORNEY BEFORE SIGNING THIS AGREEMENT AND RELEASE, THAT EMPLOYEE HAS BEEN GIVEN
AT LEAST TWENTY-ONE (21) CALENDAR DAYS TO REVIEW AND CONSIDER THE PROVISIONS OF
THIS AGREEMENT AND RELEASE, AND THAT EMPLOYEE IS SIGNING FREELY AND VOLUNTARILY,
WITHOUT DURESS, COERCION OR UNDUE INFLUENCE.

PLEASE READ CAREFULLY AS THIS DOCUMENT INCLUDES
A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS

Witness: LARRY S. MULKEY
("Employee")

/s/ SALLY NEWCOMB 7/30/97 /s/ LARRY S. MULKEY 7/30/97
- ------------------------------- --------------------------------
Signature Date Signature Date

/s/ BETTY MULKEY 7/30/97
- ------------------------------- --------------------------------
Signature Date Social Security Number

Attest: RYDER INTEGRATED LOGISTICS, INC.
(the "Company")

/s/ EDWARD R. HENDERSON 8/21/97 By /s/ M.A. BURNS 8/21/97
- ------------------------------- --------------------------------
Signature Date Signature Date

Title: Assistant Secretary Title: Director
------------------------ --------------------------

JUNE 30, 1997

TO THE BOARD OF DIRECTORS
OF RYDER SYSTEM, INC.

Gentlemen:

Effective immediately, I hereby resign as an officer and/or director of Ryder
System, Inc. and/or its subsidiaries and affiliates and, to the extent
applicable, from all committees of which I am a member.

Sincerely,

/s/ LARRY S. MULKEY
---------------------
Larry S. Mulkey

EXHIBIT A
LARRY S. MULKEY
BENEFIT SCHEDULE

- ----------------------------- ---------------------------------- --------------------------------- --------------------------------
PROGRAM 1ST YEAR 2ND YEAR 3RD YEAR
- ----------------------------- ---------------------------------- --------------------------------- --------------------------------

Medical Plan Coverage for you and Coverage for you and Coverage for you and
Enrolled eligible dependents eligible dependents will be eligible enrolled
Will be the same as when provided either (i) in dependents will be
Enrolled as officer. accordance with the terms provided either (i) in
of the Company's Early accordance with the terms
Contributions will be the Retiree Medical Program of the Company's Early
Same as for officers. or (ii) in accordance with Retiree Medical Program
COBRA. or (ii) in accordance with
COBRA.

(7/1/97 to 7/31/98) (8/1/98 to 7/31/99) (8/1/99 to 6/30/2000)
- ----------------------------- ---------------------------------- --------------------------------- --------------------------------
Dental Plan Coverage for you and Coverage for you and Coverage for you and
Enrolled eligible dependents eligible enrolled eligible enrolled
Will be the same as when dependents will be dependents will be
Enrolled as officer. provided in accordance provided in accordance
with COBRA. with COBRA.
Contributions will be the
Same as for officers.

(7/1/97 to 7/31/98) (8/1/98 to 7/31/99) (8/1/99 to 6/30/2000)
- ----------------------------- ---------------------------------- --------------------------------- --------------------------------
Life Insurance BASIC - Coverage continues Same as 1st year. Same as 1st year.
Until the last day of the
Month in which the
Severance period ends.
(6/30/2000)

Additional - Does not
Participate.
- ----------------------------- ---------------------------------- --------------------------------- --------------------------------

- ----------------------------- ----------------------------------
PROGRAM AFTER SEVERANCE
- ----------------------------- ----------------------------------
Medical Plan Eligible for retiree medical
coverage at rates for those
/more than/ 30 years of service.

(On and after 7/1/2000)
- ----------------------------- ----------------------------------
Dental Plan No dental coverage
available.

(On and after 7/1/2000)
- ----------------------------- ----------------------------------
Life Insurance Can convert to an
individual whole life policy
within 31 days of
termination of coverage
upon end of severance
period (6/30/2000)

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

- ------------------------------ ---------------------------------- ------------------------------- ---------------------------------
PROGRAM 1ST YEAR 2ND YEAR 3RD YEAR
- ------------------------------ ---------------------------------- ------------------------------- ---------------------------------

Split-Dollar Life Insurance Coverage continues until Same as 1st. year Same as 1st. year
the last Day of month in
which severance period
ends (6/30/2000)

Coverage is 3 times base salary.

- ------------------------------ ---------------------------------- ------------------------------- ---------------------------------
Retiree Life Insurance N/A N/A N/A

- ------------------------------ ---------------------------------- ------------------------------- ---------------------------------
Dependent Life Insurance Does not participate. N/A N/A

- ------------------------------ ---------------------------------- ------------------------------- ---------------------------------
Accidental Death and Does not participate. N/A N/A
Dismemberment

- ------------------------------ ---------------------------------- ------------------------------- ---------------------------------
Dependent Accidental Does not participate. N/A N/A
Death and Dismemberment

- ------------------------------ ---------------------------------- ------------------------------- ---------------------------------
Short-Term Disability Coverage continues until Same as 1st. year. Same as 1st. year.
(Salary Continuance) the last Day of month in N/A
which severance period ends
(6/30/2000).

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

- ------------------------------ ----------------------------------
PROGRAM AFTER SEVERANCE
- ------------------------------ ----------------------------------
Split-Dollar Life Insurance Company will provide a
"paid-up" policy. You may
maintain the policy for
death benefit coverage or
surrender for its cash value.

Coverage is 1.5 times base
salary.

- ------------------------------ ----------------------------------
Retiree Life Insurance Coverage equal to 25% of highest
year's earnings to maximum of
$50,000.

- ------------------------------ ----------------------------------
Dependent Life Insurance N/A

- ------------------------------ ----------------------------------
Accidental Death and N/A
Dismemberment

- ------------------------------ ----------------------------------
Dependent Accidental N/A
Death and Dismemberment

- ------------------------------ ----------------------------------
Short-Term Disability N/A
(Salary Continuance)

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

- ------------------------------ -------------------------------- ---------------------------------- --------------------------------
PROGRAM 1ST YEAR 2ND YEAR 3RD YEAR
- ------------------------------ -------------------------------- ---------------------------------- --------------------------------

Long-Term Disability Coverage continues until Same as 1st year. Same as 1st year.
(Standard Insurance) last day of month in which
Severance period ends.
(6/30/2000).

- ------------------------------ -------------------------------- ---------------------------------- --------------------------------
Supplemental Long-Term Coverage continues until Same as 1st year. Same as 1st year.
Disability last day of month in which
(UNUM) Severance period ends.
(6/30/2000).

- ------------------------------ -------------------------------- ---------------------------------- --------------------------------
Health Care Participation continues To participate, you must To participate, you must
Reimbursement Until end of ca lendar year make an election during make an election during
(12/31/97). annual enrollment (1/1/98 annual enrollment (1/1/99
to 12/31/98; after to 12/31/99; 1/1/2000 to
7/31/98), participation is 6/30/2000).
based upon COBRA
continuation of coverage. Coverage ends on last day
of month in which
severance period ends.
(6/30/2000)
- ------------------------------ -------------------------------- ---------------------------------- --------------------------------
Retirement Plan Participation continues Participation continues No additional accruals.
(7/1/97) to 7/31/98) until the end of the 1st 13
weeks (8/1/98 to 10/31/98).

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

- ------------------------------ --------------------------------
PROGRAM AFTER SEVERANCE
- ------------------------------ --------------------------------
Long-Term Disability Can convert to an
(Standard Insurance) individual policy
within 31 days of
termination of coverage
upon end of severance
period (6/30/2000)

- ----------------------------- --------------------------------
Supplemental Long-Term Can convert to an
Disability individual whole life policy
(UNUM) within 31 days of
termination of coverage
upon end of severance
period (6/30/2000)
- ----------------------------- --------------------------------
Health Care N/A
Reimbursement

- ----------------------------- --------------------------------
Retirement Plan Eligible to commence
payment

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

- ------------------------------ ---------------------------------- ------------------------------- ---------------------------------
PROGRAM 1ST. YEAR 2ND. YEAR 3RD. YEAR
- ------------------------------ ---------------------------------- ------------------------------- ---------------------------------

Employee Savings Plan Participation, including match, Participation, including Eligible for distribution.
(401(K)) continues (7/1/97 to 7/31/98). match, continues until the
end of the 1st. 13 weeks;
then, eligible for
distribution (8/1/98 to
10/31/98).
- ------------------------------ ---------------------------------- ------------------------------- ---------------------------------
Savings Restoration Balances were transferred into N/A N/A
the Deferred Compensation Plan. Distribution 1/1/99

- ------------------------------ ---------------------------------- ------------------------------- ---------------------------------
Deferred Compensation Plan Continue to defer based on 1997 Deferral in accordance with Deferral in accordance with
election (7/1/97 to 7/31/98) signed agreement. signed agreement.
until the end of the 1st 13
weeks (8/1/98 to 10/31/98).

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

- ------------------------------ ----------------------------------
Savings Restoration N/A

- ------------------------------ ----------------------------------
Deferred Compensation Plan Distribution per attached
worksheet.

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