Ryder System Inc – ‘8-A12B’ on 4/3/96

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Ryder System Form 8-A12B                              85    222K 

Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549 

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

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 
PURSUANT TO SECTION 12(b) OR (g) OF THE 
SECURITIES EXCHANGE ACT OF 1934 

RYDER SYSTEM, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)

     Florida                                59-0739250
--------------------------------------------------------------------------------
(State of Incorporation or Organization)        (IRS Employer         
Identification No.)                             Identification No.)   

3600 N.W. 82nd Avenue, Miami, Florida                  33166                
------------------------------------------------------------------------------- 
(Address of principal executive offices)            (zip code)            

Securities to be registered pursuant to Section 12(b) of the Act:             

  Title of Each Class                   Name of Each Exchange on Which
  to be so Registered                   Each Class is to be Registered
  -------------------                   ------------------------------

Preferred Share Purchase Rights             New York Stock Exchange           
                                Chicago Stock Exchange
                                Pacific Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:               

None
------------------------------------------------------------------------------- 
(Title of Class)

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Item 1. Description of Registrant's Securities to be Registered.                

On March 8, 1996, the Board of Directors of Ryder System, Inc. (the   
"Company") declared a dividend of one preferred share purchase right (a         
"Right") for each outstanding share of common stock, par value $.50 per share   
(the "Common Shares"), of the Company.  The dividend is payable on March 18,    
1996 (the "Record Date") to the shareholders of record on that date.  Each      
Right entitles the registered holder to purchase from the Company one           
one-hundredth of a share of Cumulative Preferred Stock, Series C, without par   
value (the "Preferred Shares"), of the Company at a price of $100 per one       
one-hundredth of a Preferred Share (the "Purchase Price"), subject to           
adjustment.  The description and terms of the Rights are set forth in a Rights  
Agreement (the "Rights Agreement") between the Company and Boston EquiServe,    
L.P., as Rights Agent (the "Rights Agent").                                     

   Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring       
Person") have acquired beneficial ownership of 10% or more of the outstanding   
Common Shares or (ii) 10 business days (or such later date as may be determined 
by action of the Board of Directors prior to such time as any person or group   
of affiliated persons becomes an Acquiring Person) following the commencement   
of, or announcement of an intention to make, a tender offer or exchange offer   
the consummation of which would result in the beneficial ownership by a person  
or group of 10% or more of the outstanding Common Shares (the earlier of such   
dates being called the "Distribution Date"), the Rights will be evidenced, with 
respect to any of the Common Share certificates outstanding as of the Record    
Date, by such Common Share certificate with a copy of a Summary of Rights       
attached thereto.                                                               

The Rights Agreement provides that, until the Distribution Date (or   
earlier redemption or expiration of the Rights), the Rights will be transferred 
with and only with the Common Shares.  Until the Distribution Date (or earlier  
redemption or expiration of the Rights), new Common Share certificates issued   
after the Record Date upon transfer or new issuance of Common Shares will       
contain a notation incorporating the Rights Agreement by reference.  Until the  
Distribution Date (or earlier redemption or expiration of the Rights), the      
surrender for transfer of any certificates for Common Shares outstanding as of  
the Record Date, even without such notation or a copy of this Summary of Rights 
being attached thereto, will also constitute the transfer of the Rights         
associated with the Common Shares represented by such certificate.  As soon as  
practicable following the Distribution Date, separate certificates evidencing   
the Rights ("Right Certificates") will be mailed to holders of record of the    
Common Shares as of the close of business on the Distribution Date and such     
separate Right Certificates alone will evidence the Rights.                     

 The Rights are not exercisable until the Distribution Date.  The Rights
will expire on March 18, 2006 (the "Final Expiration Date"), unless the Final   
Expiration Date is extended or unless the Rights are earlier redeemed or        
exchanged by the Company, in each case, as described below.                     

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 The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to     
adjustment from time to time to prevent dilution (i) in the event of a stock    
dividend on, or a subdivision, combination or reclassification of, the          
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of     
certain rights or warrants to subscribe for or purchase Preferred Shares at a   
price, or securities convertible into Preferred Shares with a conversion price, 
less than the then-current market price of the Preferred Shares or (iii) upon   
the distribution to holders of the Preferred Shares of evidences of             
indebtedness or assets (excluding regular periodic cash dividends paid out of   
earnings or retained earnings or dividends payable in Preferred Shares) or of   
subscription rights or warrants (other than those referred to above).           

    The number of outstanding Rights and the number of one one-hundredths of a
Preferred Share issuable upon exercise of each Right are also subject to        
adjustment in the event of a stock split of the Common Shares or a stock        
dividend on the Common Shares payable in Common Shares or subdivisions,         
consolidations or combinations of the Common Shares occurring, in any such      
case, prior to the Distribution Date.                                           

Preferred Shares purchasable upon exercise of the Rights will be      
redeemable only under certain circumstances.  Each Preferred Share will be      
entitled to a minimum preferential quarterly dividend payment of $10 per share  
but will be entitled to an aggregate dividend of 100 times the dividend         
declared per Common Share.  In the event of liquidation, the holders of the     
Preferred Shares will be entitled to a minimum preferential liquidation payment 
of $100 per share.  Each Preferred Share will have 100 votes.  Finally, in the  
event of any merger, consolidation or other transaction in which Common Shares  
are exchanged, each Preferred Share will be entitled to receive 100 times the   
amount received per Common Share.  These rights are protected by customary      
antidilution provisions.                                                        

  Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one one-hundredth interest in a Preferred Share 
purchasable upon exercise of each Right should approximate the value of one     
Common Share.                                                                   

 In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning    
power are sold after a person or group has become an Acquiring Person, proper   
provision will be made so that each holder of a Right will thereafter have the  
right to receive, upon the exercise thereof at the then current exercise price  
of the Right, that number of shares of common stock of the acquiring company    
which at the time of such transaction will have a market value of two times the 
exercise price of the Right.  In the event that any person or group of          
affiliated or associated persons becomes an Acquiring Person, proper provision  
shall be made so that each holder of a Right, other than Rights beneficially    
owned by the Acquiring Person (which will thereafter be void), will thereafter  
have the right to receive upon exercise that number of Common Shares having a   
market value of two times the exercise price of the Right.                      

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At any time after any person or group becomes an Acquiring Person and 
prior to the acquisition by such person or group of 50% or more of the          
outstanding Common Shares, the Board of Directors of the Company may exchange   
the Rights (other than Rights owned by such person or group which will have     
become void), in whole or in part, at an exchange ratio of one Common Share, or 
one one-hundredth of a Preferred Share (or of a share of a class or series of   
the Company's preferred stock having equivalent rights, preferences and         
privileges), per Right (subject to adjustment).                                 

With certain exceptions, no adjustment in the Purchase Price will be  
required until cumulative adjustments require an adjustment of at least 1% in   
such Purchase Price.  No fractional Preferred Shares will be issued (other than 
fractions which are integral multiples of one one-hundredth of a Preferred      
Share, which may, at the election of the Company, be evidenced by depositary    
receipts) and in lieu thereof, an adjustment in cash will be made based on the  
market price of the Preferred Shares on the last trading day prior to the date  
of exercise.                                                                    

    At any time prior to the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 10% or more of the outstanding    
Common Shares, the Board of Directors of the Company may redeem the Rights in   
whole, but not in part, at a price of $.01 per Right (the "Redemption Price").  
The redemption of the Rights may be made effective at such time on such basis   
with such conditions as the Board of Directors in its sole discretion may       
establish.  Immediately upon any redemption of the Rights, the right to         
exercise the Rights will terminate and the only right of the holders of Rights  
will be to receive the Redemption Price.                                        

 The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, except that from and  
after such time as any person or group of affiliated or associated persons      
becomes an Acquiring Person no such amendment may adversely affect the          
interests of the holders of the Rights.                                         

Until a Right is exercised, the holder thereof, as such, will have no 
rights as a shareholder of the Company, including, without limitation, the      
right to vote or to receive dividends.                                          

The Rights have certain anti-takeover effects.  The Rights may cause  
substantial dilution to a person or group that attempts to acquire the Company  
on terms not approved by the Company's Board of Directors, except pursuant to   
an offer conditioned on a substantial number of Rights being acquired.  The     
Rights should not interfere with any merger or other business combination       
approved by the Board of Directors since the Rights may be redeemed by the      
Company at the Redemption Price prior to the time that a person or group has    
acquired beneficial ownership of 10% or more of the Common Shares.              

    The Rights Agreement, specifying the terms of the Rights and including the
Form of Amended and Restated Statement of Resolution Establishing the           
Cumulative Preferred Stock, Series C of the Company setting forth the terms of  
the Preferred Shares as an exhibit thereto and a copy of the Company's press    
release, dated March 8, 1996, announcing the declaration of the                 

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Rights are attached hereto as exhibits and are incorporated herein by           
reference.  The foregoing description of the Rights is qualified in its         
entirety by reference to such exhibits.                                         

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Item 2. Exhibits.                                                               

      1.  Rights Agreement, dated as of March 8, 1996, between Ryder System,
         Inc. and Boston EquiServe, L.P., which includes the Form of Right
   Certificate as Exhibit A, the Summary of Rights to Purchase
          Preferred Shares as Exhibit B and the Form of Amended and Restated
     Statement of Resolution Establishing the Cumulative Preferred
Stock, Series C of Ryder System, Inc. as Exhibit C.     

    2.  Press release, dated March 8, 1996, issued by Ryder System, Inc.

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SIGNATURE 

   Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be       
signed on its behalf by the undersigned, thereunto duly authorized.             

Dated:  April 3, 1996                     

                      RYDER SYSTEM, INC.
                               By: /s/ Edward R. Henderson
                                   -----------------------
                               Name:   Edward R. Henderson
                                     Title:  Associate General Counsel

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EXHIBIT LIST

Exhibit No.                                                                     

1.   Rights Agreement, dated as of March 8, 1996, between Ryder System, Inc.    
  and Boston EquiServe, L.P., which includes the Form of Right Certificate
as Exhibit A, the Summary of Rights to Purchase Preferred Shares as   
Exhibit B and the Amended and Restated Statement of Resolution        
Establishing the Cumulative Preferred Stock, Series C of Ryder System,
Inc. as Exhibit C.                                                    

2.   Press release, dated March 8, 1996, issued by Ryder System, Inc.           

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

RYDER SYSTEM, INC.

and 

BOSTON EQUISERVE, L.P.

Rights Agreement

Dated as of March 8, 1996 

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

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TABLE OF CONTENTS 

                                                        [Enlarge/Download Table]

                                                                                                            Page
                                                                                                            ----
                                                                                                                
Section 1.  Certain Definitions..............................................................................1  

Section 2.  Appointment of Rights Agent......................................................................6  

Section 3.  Issue of Right Certificates......................................................................6  

Section 4.  Form of Right Certificates.......................................................................9  

Section 5.  Countersignature and Registration...............................................................10  

Section 6.  Transfer, Split Up, Combination and                                                                 
            Exchange of Right Certificates;                                                                     
            Mutilated, Destroyed, Lost or                                                                       
            Stolen Right Certificates.......................................................................11  

Section 7.  Exercise of Rights; Purchase Price;                                                                 
            Expiration Date of Rights.......................................................................12  

Section 8.  Cancellation and Destruction of                                                                     
            Right Certificates..............................................................................14  

Section 9.  Availability of Preferred Shares................................................................15  

Section 10. Preferred Shares Record Date....................................................................16  

Section 11. Adjustment of Purchase Price, Number of                                                             
            Shares or Number of Rights......................................................................16  

Section 12. Certificate of Adjusted Purchase Price                                                              
            or Number of Shares.............................................................................29  

Section 13. Consolidation, Merger or Sale or Transfer                                                           
                   of Assets or Earning Power...............................................................29  

Section 14. Fractional Rights and Fractional Shares.........................................................31  

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                                                        [Enlarge/Download Table]
                                                                                                                          
Section 15. Rights of Action...........................................................................................33 

Section 16. Agreement of Right Holders.................................................................................34 

Section 17. Right Certificate Holder Not Deemed a                                                                         

            Shareholder................................................................................................35 

Section 18. Concerning the Rights Agent................................................................................35 

Section 19. Merger or Consolidation or Change of                                                                          
            Name of Rights Agent.......................................................................................36 

Section 20. Duties of Rights Agent.....................................................................................37 

Section 21. Change of Rights Agent.....................................................................................41 

Section 22. Issuance of New Right Certificates.........................................................................42 

Section 23. Redemption.................................................................................................43 

Section 24. Exchange...................................................................................................44 

Section 25. Notice of Certain Events...................................................................................46 

Section 26. Notices....................................................................................................48 

Section 27. Supplements and Amendments.................................................................................49 

Section 28. Successors.................................................................................................49 

Section 29. Benefits of this Rights Agreement..........................................................................49 

Section 30. Severability...............................................................................................50 

Section 31. Governing Law..............................................................................................50 

Section 32. Counterparts...............................................................................................50 

Section 33. Descriptive Headings.......................................................................................50 

Signatures.............................................................................................................51 

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Exhibit A - Form of Right Certificate                                           

Exhibit B - Summary of Rights to Purchase Preferred Shares                      

Exhibit C - Form of Amended and Restated Statement of Resolution Establishing   
       the Cumulative Preferred Stock, Series C, of Ryder System, Inc.

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             AGREEMENT, dated as of March 8, 1996, between RYDER SYSTEM,
INC., a Florida corporation (the "Company"), and BOSTON EQUISERVE, L.P. (the    
"Rights Agent").                                                                

          The Board of Directors of the Company has authorized and
declared a dividend of one preferred share purchase right (a "Right") for each  
Common Share (as hereinafter defined) of the Company outstanding on March 18,   
1996 (the "Record Date"), each Right representing the right to purchase one     
one-hundredth of a Preferred Share (as hereinafter defined), upon the terms and 
subject to the conditions herein set forth, and has further authorized and      
directed the issuance of one Right with respect to each Common Share that shall 
become outstanding between the Record Date and the earliest of the Distribution 
Date, the Redemption Date and the Final Expiration Date (as such terms are      
hereinafter defined).                                                           

              Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:               

               Section 1.  Certain Definitions.  For purposes of this Rights
Agreement, the following terms have the meanings indicated:                     

                (a)  "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with  all Affiliates and Associates 
(as such terms are hereinafter defined) of such Person, shall be the Beneficial 
Owner (as such term is hereinafter defined) of 10% or more of the Common Shares 
of the Company then outstanding, but shall not include the Company, any         
Subsidiary (as such term is hereinafter defined) of the                         

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Company, any employee benefit plan of the Company or any Subsidiary of the      
Company, or any entity holding Common Shares for or pursuant to the terms of    
any such plan.  Notwithstanding the foregoing, no Person shall become an        
"Acquiring Person" as the result of an acquisition of Common Shares by the      
Company which, by reducing the number of shares outstanding, increases the      
proportionate number of shares beneficially owned by such Person to 10% or more 
of the Common Shares of the Company then outstanding; provided, however, that   
if a Person shall become the Beneficial Owner of 10% or more of the Common      
Shares of the Company then outstanding by reason of share purchases by the      
Company and shall, after such share purchases by the Company, become the        
Beneficial Owner of any additional Common Shares of the Company, then such      
Person shall be deemed to be an "Acquiring Person."  Notwithstanding the        
foregoing, if the Board of Directors of the Company determines in good faith    
that a Person who would otherwise be an "Acquiring Person," as defined pursuant 
to the foregoing provisions of this paragraph (a), has become such              
inadvertently, and such Person divests as promptly as practicable a sufficient  
number of Common Shares  so that such Person would no longer be an "Acquiring   
Person," as defined pursuant to the foregoing provisions of this paragraph (a), 
then such Person shall not be deemed to be an "Acquiring Person" for any        
purposes of this Rights Agreement.                                              

               (b)  "Affiliate" shall have the meaning ascribed to such term
in Rule 12b-2 of the General Rules and Regulations under the Exchange Act as in 
effect on the date of this Rights Agreement.                                    

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               (c)  "Associate" shall have the meaning ascribed to such term
in Rule 12b-2 of the General Rules and Regulations under the Exchange Act as in 
effect on the date of this Rights Agreement.                                    

             (d)  A Person shall be deemed the "Beneficial Owner" of and
shall be deemed to "beneficially own" any securities:                           

            (i)         which such Person or any of such Person's Affiliates
or Associates beneficially owns, directly or indirectly;      

           (ii)         which such Person or any of such Person's Affiliates
   or Associates has (A) the right to acquire (whether such right is
        exercisable immediately or only after the passage of time) pursuant to
   any agreement, arrangement or understanding (other than customary
    agreements with and between underwriters and selling group members
     with respect to a bona fide public offering of securities), or upon
        the exercise of conversion rights, exchange rights, rights (other than
      these Rights), warrants or options, or otherwise; provided, however,
  that a Person shall not be deemed the Beneficial Owner of, or to
        beneficially own, securities tendered pursuant to a tender or exchange
   offer made by or on behalf of such Person or any of such Person's
      Affiliates or Associates until such tendered securities are accepted
    for purchase or exchange; or (B) the right to vote pursuant to any
    agreement, arrangement or understanding; provided, however, that a
        Person shall not be deemed the Beneficial Owner of, or to beneficially
own, any security if the agreement, ar-                       

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    rangement or understanding to vote such security (1) arises solely
       from a revocable proxy or consent given to such Person in response to
 a public proxy or consent solicitation made pursuant to, and in
   accordance with, the applicable rules and regulations promulgated
        under the Exchange Act and (2) is not also then reportable on Schedule
        13D under the Exchange Act (or any comparable or successor report); or

           (iii)         which are beneficially owned, directly or indirectly,
    by any other Person with which such Person or any of such Person's
Affiliates or Associates has any  agreement, arrangement or   
 understanding (other than customary agreements with and between
    underwriters and selling group members with respect to a bona fide
       public offering of securities) for the purpose of acquiring, holding,
     voting (except to the extent contemplated by the proviso to Section
1(c)(ii)(B)) or disposing of any securities of the Company.   

           Notwithstanding anything in this definition of Beneficial
Ownership to the contrary, the phrase "then outstanding," when used with        
reference to a Person's Beneficial Ownership of securities of the Company,      
shall mean the number of such securities then issued and outstanding together   
with the number of such securities not then actually issued and outstanding     
which such Person would be deemed to own beneficially hereunder.                

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               (e)  "Business Day" shall mean any day other than a Saturday,
a Sunday, or a day on which banking institutions in Massachusetts are           
authorized or obligated by law or executive order to close.                     

            (f)  "Close of Business" on any given date shall mean 5:00
P.M., Boston time, on such date; provided, however, that, if such date is not a 
Business Day, it shall mean 5:00 P.M., Boston time, on the next succeeding      
Business Day.                                                                   

              (g)  "Common Shares" when used with reference to the Company
shall mean the shares of common stock, par value $.50 per share, of the         
Company.  "Common Shares" when used with reference to any Person other than the 
Company shall mean the capital stock (or equity interest) with the greatest     
voting power of such other Person or, if such other Person is a Subsidiary of   
another Person, the Person or Persons which ultimately control such             
first-mentioned Person.                                                         

              (h)  "Distribution Date" shall have the meaning set forth in
Section 3 hereof.                                                               

               (i)  "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.                                                               

               (j)  "Final Expiration Date" shall have the meaning set forth
in Section 7(a) hereof.                                                         

               (k)  "Person" shall mean any individual, firm, corporation or
other entity, and shall include any successor (by merger or otherwise) of such  
entity.                                                                         

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         (l)  "Preferred Shares" shall mean shares of Cumulative
Preferred Stock, Series C, without par value, of the Company having the rights  
and preferences set forth in the Form of Amended and Restated Statement of      
Resolution Establishing the Cumulative Preferred Stock, Series C, attached to   
this Agreement as Exhibit C.                                                    

            (m)  "Redemption Date" shall have the meaning set forth in
Section 7 hereof.                                                               

             (n)  "Shares Acquisition Date" shall mean the first date of
public announcement by the Company or an Acquiring Person that an Acquiring     
Person has become such.                                                         

               (o)  "Subsidiary" of any Person shall mean any corporation or
other entity of which a majority of the voting power of the voting equity       
securities or equity interest is owned, directly or indirectly, by such Person. 

              Section 2.  Appointment of Rights Agent.  The Company hereby
appoints the Rights Agent to act as agent for the Company and the holders of    
the Rights (who, in accordance with Section 3 hereof, shall, prior to the       
Distribution Date, also be the holders of the Common Shares) in accordance with 
the terms and conditions hereof, and the Rights Agent hereby accepts such       
appointment.  The Company may from time to time appoint such co-Rights Agents   
as it may deem necessary or desirable.                                          

          Section 3.  Issue of Right Certificates.  (a)  Until the
earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the      
tenth Business Day (or such later date as                                       

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may be determined by action of the Board of Directors of the Company prior to   
such time as any Person becomes an Acquiring Person) after the date of the      
commencement by any Person (other than the Company, any Subsidiary of the       
Company, any employee benefit plan of the Company or of any Subsidiary of the   
Company or any entity holding Common Shares for or pursuant to the terms of any 
such plan) of, or of the first public announcement of the intention of any      
Person (other than the Company, any Subsidiary of the Company, any employee     
benefit plan of the Company or of any Subsidiary of the Company or any entity   
holding Common Shares for or pursuant to the terms of any such plan) to         
commence, a tender or exchange offer the consummation of which would result in  
any Person becoming the Beneficial Owner of Common Shares aggregating 10% or    
more of the then outstanding Common Shares (including any such date which is    
after the date of this Rights Agreement and prior to the issuance of the        
Rights; the earlier of such dates being herein referred to as the "Distribution 
Date"), (x) the Rights will be evidenced (subject to the provisions of Section  
3(b) hereof) by the certificates for Common Shares registered in the names of   
the holders thereof (which certificates shall also be deemed to be Right        
Certificates) and not by separate Right Certificates, and (y) the right to      
receive Right Certificates will be transferable only in connection with the     
transfer of Common Shares.  As soon as practicable after the Distribution Date, 
the Company will prepare and execute, the Rights Agent will countersign, and    
the Company will send or cause to be sent (and the Rights Agent will, if        
requested, send) by first-class, insured, postage-prepaid mail, to each record  
holder of Common Shares as of the Close of Business on the Distribution Date,   
at the address of such holder shown on the records of the Company, a Right      
Certificate, in substantially the form of Exhibit A hereto (a                   

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"Right Certificate"), evidencing one Right for each Common Share so held.  As   
of the Distribution Date, the Rights will be evidenced solely by such Right     
Certificates.                                                                   

                (b)  On the Record Date, or as soon as practicable thereafter,
the Company will send a copy of a Summary of Rights to Purchase Preferred       
Shares, in substantially the form of Exhibit B hereto (the "Summary of          
Rights"), by first-class, postage-prepaid mail, to each record holder of Common 
Shares as of the Close of Business on the Record Date, at the address of such   
holder shown on the records of the Company.  With respect to certificates for   
Common Shares outstanding as of the Record Date, until the Distribution Date,   
the Rights will be evidenced by such certificates registered in the names of    
the holders thereof together with a copy of the Summary of Rights attached      
thereto.  Until the Distribution Date (or the earlier of the Redemption Date or 
the Final Expiration Date), the surrender for transfer of any certificate for   
Common Shares outstanding on the Record Date, with or without a copy of the     
Summary of Rights attached thereto, shall also constitute the transfer of the   
Rights associated with the Common Shares represented thereby.                   

              (c)  Certificates for Common Shares which become outstanding
(including, without limitation, reacquired Common Shares referred to in the     
last sentence of this paragraph (c)) after the Record Date but prior to the     
earliest of the Distribution Date, the Redemption Date or the Final Expiration  
Date shall have impressed on, printed on, written on or otherwise affixed to    
them the following legend:                                                      

   This certificate also evidences and entitles the holder hereof to
 certain rights as set forth in a Rights Agreement between Ryder
System, Inc. and Boston EquiServe, L.P.,                      

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        dated as of March 8, 1996 (the "Rights Agreement"), the terms of which
       are hereby incorporated herein by reference and a copy of which is on
      file at the principal executive offices of Ryder System, Inc.  Under
   certain circumstances, as set forth in the Rights Agreement, such
      Rights will be evidenced by separate certificates and will no longer
        be evidenced by this certificate.  Ryder System, Inc. will mail to the
   holder of this certificate a copy of the Rights Agreement without
    charge after receipt of a written request therefor.  Under certain
       circumstances, as set forth in the Rights Agreement, Rights issued to
      any Person who becomes an Acquiring Person (as defined in the Rights
Agreement) may become null and void.                          

With respect to such certificates containing the foregoing legend, until the    
Distribution Date, the Rights associated with the Common Shares represented by  
such certificates shall be evidenced by such certificates alone, and the        
surrender for transfer of any such certificate shall also constitute the        
transfer of the Rights associated with the Common Shares represented thereby.   
In the event that the Company purchases or acquires any Common Shares after the 
Record Date but prior to the Distribution Date, any Rights associated with such 
Common Shares shall be deemed canceled and retired so that the Company shall    
not be entitled to exercise any Rights associated with the Common Shares which  
are no longer outstanding.                                                      

    Section 4.  Form of Right Certificates.  The Right
Certificates (and the forms of election to purchase Preferred Shares and of     
assignment to be printed on the reverse thereof) shall be substantially the     
same as Exhibit A hereto and may have such marks of identification or           
designation and such legends, summaries or endorsements printed thereon as the  
Company may deem appropriate and as are not inconsistent with the provisions of 
this Rights Agreement, or as may be required to comply with any applicable law  
or with any rule or regulation made pursuant thereto or with any rule or        
regulation of any stock exchange or                                             

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automated quotation system on which the Rights may from time to time be listed, 
or to conform to usage.  Subject to the provisions of Section 22 hereof, the    
Right Certificates shall entitle the holders thereof to purchase such number of 
one one-hundredths of a Preferred Share as shall be set forth therein at the    
price per one one-hundredth of a Preferred Share set forth therein (the         
"Purchase Price"), but the number of such one one-hundredths of a Preferred     
Share and the Purchase Price shall be subject to adjustment as provided herein. 

           Section 5.  Countersignature and Registration.  The Right
Certificates shall be executed on behalf of the Company by its Chairman of the  
Board, its Chief Executive Officer, its President, any of its Vice Presidents,  
or its Treasurer, either manually or by facsimile signature, shall have affixed 
thereto the Company's seal or a facsimile thereof, and shall be attested by the 
Secretary or an Assistant Secretary of the Company, either manually or by       
facsimile signature.  The Right Certificates shall be manually countersigned by 
the Rights Agent and shall not be valid for any purpose unless countersigned.   
In case any officer of the Company who shall have signed any of the Right       
Certificates shall cease to be such officer of the Company before               
countersignature by the Rights Agent and issuance and delivery by the Company,  
such Right Certificates, nevertheless, may be countersigned by the Rights Agent 
and issued and delivered by the Company with the same force and effect as       
though the Person who signed such Right Certificates had not ceased to be such  
officer of the Company; and any Right Certificate may be signed on behalf of    
the Company by any Person who, at the actual date of the execution of such      
Right Certificate, shall be a proper officer of the                             

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Company to sign such Right Certificate, although at the date of the execution   
of this Rights Agreement any such Person was not such an officer.               

                Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at its principal office, books for registration and transfer  
of the Right Certificates issued hereunder.  Such books shall show the names    
and addresses of the respective holders of the Right Certificates, the number   
of Rights evidenced on its face by each of the Right Certificates and the date  
of each of the Right Certificates.                                              

             Section 6.  Transfer, Split Up, Combination and Exchange of
Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.    
Subject to the provisions of Section 14 hereof, at any time after the Close of  
Business on the Distribution Date, and at or prior to the Close of Business on  
the earlier of the Redemption Date or the Final Expiration Date, any Right      
Certificate or Right Certificates (other than Right Certificates representing   
Rights that have become void pursuant to Section 11(a)(ii) hereof or that have  
been exchanged pursuant to Section 24 hereof) may be transferred, split up,     
combined or exchanged for another Right Certificate or Right Certificates       
entitling the registered holder to purchase a like number of one one-hundredths 
of a Preferred Share as the Right Certificate or Right Certificates surrendered 
then entitled such holder to purchase.  Any registered holder desiring to       
transfer, split up, combine or exchange any Right Certificate or Right          
Certificates shall make such request in writing delivered to the Rights Agent,  
and shall surrender the Right Certificate or Right Certificates to be           
transferred, split up, combined or exchanged at the principal office of the     
Rights Agent.  Thereupon the                                                    

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Rights Agent shall countersign and deliver to the Person entitled thereto a     
Right Certificate or Right Certificates, as the case may be, as so requested.   
The Company may require payment of a sum sufficient to cover any tax or         
governmental charge that may be imposed in connection with any transfer, split  
up, combination or exchange of Right Certificates.                              

              Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation   
of a Right Certificate, and, in case of loss, theft or destruction, of          
indemnity or security reasonably satisfactory to them, and, at the Company's    
request, reimbursement to the Company and the Rights Agent of all reasonable    
expenses incidental thereto, and upon surrender to the Rights Agent and         
cancellation of the Right Certificate if mutilated, the Company will make and   
deliver a new Right Certificate of like tenor to the Rights Agent for delivery  
to the registered holder in lieu of the Right Certificate so lost, stolen,      
destroyed or mutilated.                                                         

            Section 7.  Exercise of Rights; Purchase Price; Expiration
Date of Rights.  (a)  The registered holder of any Right Certificate may        
exercise the Rights evidenced thereby (except as otherwise provided herein), in 
whole or in part, at any time after the Distribution Date, upon surrender of    
the Right Certificate, with the form of election to purchase on the reverse     
side thereof duly executed, to the Rights  Agent at the principal office of the 
Rights Agent, together with payment of the Purchase Price for each one          
one-hundredth of a Preferred Share (or, if and to the extent permitted          
hereunder, for each fraction of one one-hundredth of a Preferred Share which is 
so permitted) as to which the Rights are exercised, at or prior to the earliest 
of (i) the Close of Business on March 18, 2006 (the "Final Expiration           

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Date"), (ii) the time at which the Rights are redeemed as provided in Section 
23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are   
exchanged as provided in Section 24 hereof.                                     

         (b)  The Purchase Price for each one one-hundredth of a
Preferred Share purchasable pursuant to the exercise of a Right shall initially 
be $100, and shall be subject to adjustment from time to time as provided in    
Section 11 or 13 hereof and shall be payable in lawful money of the United      
States of America in accordance with paragraph (c) below.                       

       (c)  Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase duly executed,        
accompanied by payment of the Purchase Price for the shares to be purchased and 
an amount equal to any applicable transfer tax required to be paid by the       
holder of such Right Certificate in accordance with Section 9 hereof by         
certified check, cashier's check or money order payable to the order of the     
Company, the Rights Agent shall thereupon  promptly (i) (A) requisition from    
any transfer agent of the Preferred Shares certificates for the number of       
Preferred Shares to be purchased and the Company hereby irrevocably authorizes  
any such transfer agent to comply with all such requests, or (B) requisition    
from the depositary agent depositary receipts representing such number of one   
one-hundredths of a Preferred Share (or, if and to the extent permitted         
hereunder, for each fraction of one one-hundredth of a Preferred Share which is 
so permitted) as are to be purchased (in which case certificates for the        
Preferred Shares represented by such receipts shall be deposited by the         
transfer agent of the Preferred Shares with such depositary agent) and the      
Company hereby directs such depositary agent to comply with                     

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such request, (ii) when appropriate, requisition from the Company the amount of 
cash to be paid in lieu of issuance of fractional shares in accordance with     
Section 14 hereof, (iii) promptly after receipt of such certificates or         
depositary receipts, cause the same to be delivered to or upon the order of the 
registered holder of such Right Certificate, registered in such name or names   
as may be designated by such holder and (iv) when appropriate, after receipt,   
promptly deliver such cash to or upon the order of the registered holder of     
such Right Certificate.                                                         

             (d)  In case the registered holder of any Right Certificate
shall exercise less than all the Rights evidenced thereby, a new Right          
Certificate evidencing Rights equivalent to the Rights remaining unexercised    
shall be issued by the Rights Agent to the registered holder of such Right      
Certificate or to his duly authorized assigns, subject to the provisions of     
Section 14 hereof.                                                              

   Section 8.  Cancellation and Destruction of Right
Certificates.  All Right Certificates surrendered for the purpose of exercise,  
transfer, split up, combination or exchange shall, if surrendered to the        
Company or to any of its agents, be delivered to the Rights Agent for           
cancellation or in canceled form, or, if surrendered to the Rights Agent, shall 
be canceled by it, and no Right Certificates shall be issued in lieu thereof    
except as expressly permitted by any of the provisions of this Rights           
Agreement.  The Company shall deliver to the Rights Agent for cancellation and  
retirement, and the Rights Agent shall so cancel and retire, any other Right    
Certificate purchased or acquired by the Company otherwise than upon the        
exercise thereof.  The Rights Agent shall deliver all canceled Right            
Certificates to                                                                 

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the Company, or shall, at the written request of the Company, destroy such      
canceled Right Certificates, and, in such case, shall deliver a certificate of  
destruction thereof to the Company.                                             

            Section 9.  Availability of Preferred Shares.  The Company
covenants and agrees that it will cause to be reserved and kept available out   
of its authorized and unissued  Preferred Shares or any Preferred Shares held   
in its treasury, the number of Preferred Shares that will be sufficient to      
permit the exercise in full of all outstanding Rights in accordance with        
Section 7.  The Company covenants and agrees that it will take all such action  
as may be necessary to ensure that all Preferred Shares delivered upon exercise 
of Rights shall, at the time of delivery of the certificates for such Preferred 
Shares (subject to payment of the Purchase Price), be duly and validly          
authorized and issued and fully paid and nonassessable shares.                  

                The Company further covenants and agrees that it will pay when
due and payable any and all federal and state transfer taxes and charges which  
may be payable in respect of the issuance or delivery of the Right Certificates 
or of any Preferred Shares upon the exercise of Rights.  The Company shall not, 
however, be required to pay any transfer tax which may be payable in respect of 
any transfer or delivery of Right Certificates to a Person other than, or the   
issuance or delivery of certificates or depositary receipts for the Preferred   
Shares in a name other than that of, the registered holder of the Right         
Certificate evidencing Rights surrendered for exercise or to issue or to        
deliver any certificates or depositary receipts for Preferred Shares upon the   
exercise of any Rights until any such tax shall have been paid                  

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(any such tax being payable by the holder of such Right Certificate at the time 
of surrender) or until it has been established to the Company's reasonable      
satisfaction that no such tax is due.                                           

            Section 10.  Preferred Shares Record Date.  Each Person in
whose name any certificate for Preferred Shares is issued upon the exercise of  
Rights shall for all purposes be deemed to have become the holder of record of  
the Preferred Shares represented thereby on, and such certificate shall be      
dated, the date upon which the Right Certificate evidencing such Rights was     
duly surrendered and payment of the Purchase Price (and any applicable transfer 
taxes) was made; provided, however, that if the date of such surrender and      
payment is a date upon which the Preferred Shares transfer books of the Company 
are closed, such Person shall be deemed to have become the record holder of     
such shares on, and such certificate shall be dated, the next succeeding        
Business Day on which the Preferred Shares transfer books of the Company are    
open.  Prior to the exercise of the Rights evidenced thereby, the holder of a   
Right Certificate shall not be entitled to any rights of a holder of Preferred  
Shares for which the Rights shall be exercisable, including, without            
limitation, the right to vote, to receive dividends or other distributions or   
to exercise any preemptive rights, and shall not be entitled to receive any     
notice of any proceedings of the Company, except as provided herein.            

                Section 11.  Adjustment of Purchase Price, Number of Shares or
Number of Rights.  The Purchase Price, the number of Preferred Shares covered   
by each Right and the number of Rights outstanding are subject to adjustment    
from time to time as provided in this Section 11.                               

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             (a)  (i)         In the event the Company shall at any time
after the date of this Rights Agreement (A) declare a dividend on the Preferred 
Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred     
Shares, (C) combine the outstanding Preferred Shares into a smaller number of   
Preferred Shares or (D) issue any shares of its capital stock in a              
reclassification of the Preferred Shares (including any such reclassification   
in connection with a consolidation or merger in which the Company is the        
continuing or surviving corporation), except as otherwise provided in this      
Section 11(a), the Purchase Price in effect at the time of the record date for  
such dividend or of the effective date of such subdivision, combination or      
reclassification, and the number and kind of shares of capital stock issuable   
on such date, shall be proportionately adjusted so that the holder of any Right 
exercised after such time shall be entitled to receive the aggregate number and 
kind of shares of capital stock which, if such Right had been exercised         
immediately prior to such date and at a time when the Preferred Shares transfer 
books of the Company were open, he would have owned upon such exercise and been 
entitled to receive by virtue of such dividend, subdivision, combination or     
reclassification; provided, however, that in no event shall the consideration   
to be paid upon the exercise of one Right be less than the aggregate par value  
of the shares of capital stock of the Company issuable upon exercise of one     
Right.  If an event occurs which would require an adjustment under both Section 
11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section     
11(a)(i) shall be in addition and prior to any adjustment required pursuant to  
Section 11(a)(ii).                                                              

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         (ii)         Subject to Section 24 of this Rights Agreement, in
the event any Person becomes an Acquiring Person, each holder of a Right shall  
thereafter have a right to receive, upon exercise thereof at a price equal to   
the then current Purchase Price multiplied by the number of one one-hundredths  
of a Preferred Share for which a Right is then exercisable, in accordance with  
the terms of this Rights Agreement and in lieu of Preferred Shares, such number 
of Common Shares of the Company as shall equal the result obtained by (A)       
multiplying the then current Purchase Price by the number of one one-hundredths 
of a Preferred Share for which a Right is then exercisable and dividing that    
product by (B) 50% of the then current per share market price of the Company's  
Common Shares (determined pursuant to Section 11(d) hereof) on the date of the  
occurrence of such event.  In the event that any Person shall become an         
Acquiring Person and the Rights shall then be outstanding, the Company shall    
not take any action which would eliminate or diminish the benefits intended to  
be afforded by the Rights.                                                      

      From and after the occurrence of such event, any Rights that
are or were acquired or beneficially owned by any Acquiring Person (or any      
Associate or Affiliate of such Acquiring Person) shall be void and any holder   
of such Rights shall thereafter have no right to exercise such Rights under any 
provision of this Rights Agreement.  No Right Certificate shall be issued       
pursuant to Section 3 that represents Rights beneficially owned by an Acquiring 
Person whose Rights would be void pursuant to the preceding sentence or any     
Associate or Affiliate thereof; no Right Certificate shall be issued at any     
time upon the transfer of any Rights to an Acquiring Person whose Rights would  
be void pursuant to the                                                         

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preceding sentence or any Associate or Affiliate thereof or to any nominee of   
such Acquiring Person, Associate or Affiliate; and any Right Certificate        
delivered to the Rights Agent for transfer to an Acquiring Person whose Rights  
would be void pursuant to the preceding sentence shall be canceled.             

     (iii)         In the event that there shall not be sufficient
Common Shares issued but not outstanding or authorized but unissued to permit   
the exercise in full of the Rights in accordance with the foregoing             
subparagraph (ii), the Company shall take all such action as may be necessary   
to authorize additional Common Shares for issuance upon exercise of the         
Rights.  In the event the Company shall, after good faith effort, be unable to  
take all such action as may be necessary to authorize such additional Common    
Shares, the Company shall substitute, for each Common Share that would          
otherwise be issuable upon exercise of a Right, a number of Preferred Shares or 
fraction thereof such that the current per share market price of one Preferred  
Share multiplied by such number or fraction is equal to the current per share   
market price of one Common Share as of the date of issuance of such Preferred   
Shares or fraction thereof.                                                     

          (b)  In case the Company shall fix a record date for the
issuance of rights, options or warrants to all holders of Preferred Shares      
entitling them (for a period expiring within 45 calendar days after such record 
date) to subscribe for or purchase Preferred Shares (or shares having the same  
rights, privileges and preferences as the Preferred Shares ("equivalent         
preferred shares")) or securities convertible into Preferred Shares or          
equivalent preferred shares at a price per Preferred Share or equivalent        
preferred share (or having a                                                    

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conversion price per share, if a security convertible into Preferred Shares or  
equivalent preferred shares) less than the then current per share market price  
of the Preferred Shares (as defined in Section 11(d)) on such record date, the  
Purchase Price to be in effect after such record date shall be determined by    
multiplying the Purchase Price in effect immediately prior to such record date  
by a fraction, the numerator of which shall be the number of Preferred Shares   
outstanding on such record date plus the number of Preferred Shares which the   
aggregate offering price of the total number of Preferred Shares and/or         
equivalent preferred shares so to be offered (and/or the aggregate initial      
conversion price of the convertible securities so to be offered) would purchase 
at such current market price and the denominator of which shall be the number   
of Preferred Shares outstanding on such record date plus the number of          
additional Preferred Shares and/or equivalent preferred shares to be offered    
for subscription or purchase (or into which the convertible securities so to be 
offered are initially convertible); provided, however, that in no event shall   
the consideration to be paid upon the exercise of one Right be less than the    
aggregate par value of the shares of capital stock of the Company issuable upon 
exercise of one Right.  In case such subscription price may be paid in a        
consideration part or all of which shall be in a form other than cash, the      
value of such consideration shall be as determined in good faith by the Board   
of Directors of the Company, whose determination shall be described in a        
statement filed with the Rights Agent and shall be binding on the Rights Agent  
and holders of the Rights.  Preferred Shares owned by or held for the account   
of the Company shall not be deemed outstanding for the purpose of any such      
computation.  Such adjustment shall be made successively whenever such a record 
date is fixed; and in the event that such rights, options or warrants are not   
so issued, the Purchase                                                         

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Price shall be adjusted to be the Purchase Price which would then be in effect  
if such record date had not been fixed.                                         

          (c)  In case the Company shall fix a record date for the
making of a distribution to all holders of the Preferred Shares (including any  
such distribution made in connection with a consolidation or merger in which    
the Company is the continuing or surviving corporation) of evidences of         
indebtedness or assets (other than a regular quarterly cash dividend or a       
dividend payable in Preferred Shares) or subscription rights or warrants        
(excluding those referred to in Section 11(b) hereof), the Purchase Price to be 
in effect after such record date shall be determined by multiplying the         
Purchase Price in effect immediately prior to such record date by a fraction,   
the numerator of which shall be the then current per share market price of the  
Preferred Shares on such record date, less the fair market value (as determined 
in good faith by the Board of Directors of the Company, whose determination     
shall be described in a statement filed with the Rights Agent and shall be      
binding on the Rights Agent and holders of the Rights) of the portion of the    
assets or evidences of indebtedness so to be distributed or of such             
subscription rights or warrants applicable to one Preferred Share and the       
denominator of which shall be such current per share market price of the        
Preferred Shares; provided, however, that in no event shall the consideration   
to be paid upon the exercise of one Right be less than the aggregate par value  
of the shares of capital stock of the Company to be issued upon exercise of one 
Right.  Such adjustments shall be made successively whenever such a record date 
is fixed; and in the event that such                                            

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distribution is not so made, the Purchase Price shall again be adjusted to be   
the Purchase Price which would then be in effect if such record date had not    
been fixed.                                                                     

             (d)  (i)  For the purpose of any computation hereunder, the
"current per share market price" of any security (a "Security" for the purpose  
of this Section 11(d)(i)) on any date shall be deemed to be the average of the  
daily closing prices per share of such Security for the 30 consecutive Trading  
Days (as such term is hereinafter defined) immediately prior to such date;      
provided, however, that in the event that the current per share market price of 
the Security is determined during a period following the announcement by the    
issuer of such Security of (A) a dividend or distribution on such Security      
payable in shares of such Security or securities convertible into such shares,  
or (B) any subdivision, combination or reclassification of such Security and    
prior to the expiration of 30 Trading Days after the ex-dividend date for such  
dividend or distribution, or the record date for such subdivision, combination  
or reclassification, then, and  in each such case, the current per share market 
price shall be appropriately adjusted to reflect the current market price per   
share equivalent of such Security.  The closing price for each day shall be the 
last sale price, regular way, or, in case no such sale takes place on such day, 
the average of the closing bid and asked prices, regular way, in either case,   
as reported in the principal consolidated transaction reporting system with     
respect to securities listed or admitted to trading on the New York Stock       
Exchange or, if the Security is not listed or admitted to trading on the New    
York Stock Exchange, as reported in the principal consolidated transaction      
reporting system with respect to securities listed on the principal national    
securities exchange on which the Security is listed                             

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or admitted to trading or, if the Security is not listed or admitted to trading 
on any national securities exchange, the last quoted price or, if not so        
quoted, the average of the high bid and low asked prices in the                 
over-the-counter market, as reported by the National Association of Securities  
Dealers, Inc. Automated Quotations System ("NASDAQ") or such other system then  
in use, or, if on any such date the Security is not quoted by any such          
organization, the average of the closing bid and asked prices as furnished by a 
professional market maker making a market in the Security selected by the Board 
of Directors of the Company.  The term "Trading Day" shall mean a day on which  
the principal national securities exchange on which the Security is listed or   
admitted to trading is open for the transaction of business or, if the Security 
is not listed or admitted to trading on any national securities exchange, a     
Business Day.                                                                   

        (ii)         For the purpose of any computation hereunder, the
"current per share market price" of the Preferred Shares shall be determined in 
accordance with the method set forth in Section 11(d)(i).  If the Preferred     
Shares are not publicly traded, the "current per share market price" of the     
Preferred Shares shall be conclusively deemed to be the current per share       
market price of the Common Shares as determined pursuant to Section 11(d)(i)    
(appropriately adjusted to reflect any stock split, stock dividend or similar   
transaction occurring after the date hereof), multiplied by one hundred.  If    
neither the Common Shares nor the Preferred Shares are publicly held or so      
listed or traded, "current per share market price" shall mean the fair value    
per share as determined in good faith by the Board of                           

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Directors of the Company, whose determination shall be described in a statement 
filed with the Rights Agent.                                                    

            (e)  No adjustment in the Purchase Price shall be required
unless such adjustment would require an increase or decrease of at least 1% in  
the Purchase Price; provided, however, that any adjustments which by reason of  
this Section 11(e) are not required to be made shall be carried forward  and    
taken into account in any subsequent adjustment.  All calculations under this   
Section 11 shall be made to the nearest cent or to the nearest one              
one-millionth of a Preferred Share or one ten-thousandth of any other share or  
security as the case may be.  Notwithstanding the first sentence of this        
Section 11(e), any adjustment required by this Section 11 shall be made no      
later than the earlier of (i) three years from the date of the transaction      
which requires such adjustment or (ii) the date of the expiration of the right  
to exercise any Rights.                                                         

                (f)  If, as a result of an adjustment made pursuant to Section
11(a) hereof, the holder of any Right thereafter exercised shall become         
entitled to receive any shares of capital stock of the Company other than       
Preferred Shares, thereafter the number of such other shares so receivable upon 
exercise of any Right shall be subject to adjustment from time to time in a     
manner and on terms as nearly equivalent as practicable to the provisions with  
respect to the Preferred Shares contained in Section 11(a) through (c),         
inclusive, and the provisions of Sections 7, 9, 10 and 13 with respect to the   
Preferred Shares shall apply on like terms to any such other shares.            

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                (g)  All Rights originally issued by the Company subsequent to
any adjustment made to the Purchase Price hereunder shall evidence the right to 
purchase, at the adjusted  Purchase Price, the number of one one-hundredths of  
a Preferred Share purchasable from time to time hereunder upon exercise of the  
Rights, all subject to further adjustment as provided herein.                   

              (h)  Unless the Company shall have exercised its election as
provided in Section 11(i), upon each adjustment of the Purchase Price as a      
result of the calculations made in Sections 11(b) and (c), each Right           
outstanding immediately prior to the making of such adjustment shall thereafter 
evidence the right to purchase, at the adjusted Purchase Price, that number of  
one one-hundredths of a Preferred Share (calculated to the nearest one          
one-millionth of a Preferred Share) obtained by (A) multiplying (x) the number  
of one one-hundredths of a share covered by a Right immediately prior to this   
adjustment by (y) the Purchase Price in effect immediately prior to such        
adjustment of the Purchase Price and (B) dividing the product so obtained by    
the Purchase Price in effect immediately after such adjustment of the Purchase  
Price.                                                                          

        (i)  The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights in substitution 
for any adjustment in the number of one one-hundredths of a Preferred Share     
purchasable upon the exercise of a Right.  Each of the Rights outstanding after 
such adjustment of the number of Rights shall be exercisable  for the number of 
one one-hundredths of a Preferred Share for which a Right was exercisable       
immediately prior to such adjustment.  Each Right held of record prior to       

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such adjustment of the number of Rights shall become that number of Rights      
(calculated to the nearest one ten-thousandth) obtained by dividing the         
Purchase Price in effect immediately prior to adjustment of the Purchase Price  
by the Purchase Price in effect immediately after adjustment of the Purchase    
Price.  The Company shall make a public announcement of its election to adjust  
the number of Rights, indicating the record date for the adjustment, and, if    
known at the time, the amount of the adjustment to be made.  This record date   
may be the date on which the Purchase Price is adjusted or any day thereafter,  
but, if the Right Certificates have been issued, shall be at least 10 days      
later than the date of the public announcement.  If Right Certificates have     
been issued, upon each adjustment of the number of Rights pursuant to this      
Section 11(i), the Company shall, as promptly as practicable, cause to be       
distributed to holders of record of Right Certificates on such record date      
Right Certificates evidencing, subject to Section 14 hereof, the additional     
Rights to which such holders shall be entitled as a result of such adjustment,  
or, at the option of the Company, shall cause to be distributed to such holders 
of record in substitution and replacement for the Right Certificates held by    
such holders prior to the date of adjustment, and upon surrender thereof,  if   
required by the Company, new Right Certificates evidencing all the Rights to    
which such holders shall be entitled after such adjustment.  Right Certificates 
so to be distributed shall be issued, executed and countersigned in the manner  
provided for herein and shall be registered in the names of the holders of      
record of Right Certificates on the record date specified in the public         
announcement.                                                                   

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               (j)  Irrespective of any adjustment or change in the Purchase
Price or the number of one one-hundredths of a Preferred Share issuable upon    
the exercise of the Rights, the Right Certificates theretofore and thereafter   
issued may continue to express the Purchase Price and the number of one         
one-hundredths of a Preferred Share which were expressed in the initial Right   
Certificates issued hereunder.                                                  

              (k)  Before taking any action that would cause an adjustment
reducing the Purchase Price below one one-hundredth of the then par value, if   
any, of the Preferred Shares issuable upon exercise of the Rights, the Company  
shall take any corporate action which may, in the opinion of its counsel, be    
necessary in order that the Company may validly and legally issue fully paid    
and nonassessable Preferred Shares at such adjusted Purchase Price.             

              (l)  In any case in which this Section 11 shall require that
an adjustment in the Purchase Price be made effective as of a record date for a 
specified event, the Company may elect to defer until the occurrence of such    
event the issuing to the holder of any Right exercised after such record date   
of the Preferred Shares and other capital stock or securities of the Company,   
if any, issuable upon such exercise over and above the Preferred Shares and     
other capital stock or securities of the Company, if any, issuable upon such    
exercise on the basis of the Purchase Price in effect prior to such adjustment; 
provided, however, that the Company shall deliver to such holder a due bill or  
other appropriate instrument evidencing such holder's right to receive such     
additional shares upon the occurrence of the event requiring such adjustment.   

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  (m)  Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such reductions in the   
Purchase Price, in addition to those adjustments expressly required by this     
Section 11, as and to the extent that it, in its sole discretion, shall         
determine to be advisable in order that any consolidation or subdivision of the 
Preferred Shares, issuance wholly for cash of any Preferred Shares at less than 
the current market price, issuance wholly for cash of Preferred Shares or       
securities which by their terms are convertible into or exchangeable for        
Preferred Shares, dividends on Preferred Shares payable in Preferred Shares or  
issuance of rights, options or warrants referred to hereinabove in Section      
11(b), hereafter made by the Company to holders of its Preferred Shares shall   
not be taxable to such shareholders.                                            

           (n)  In the event that at any time after the date of this
Rights Agreement and prior to the Distribution Date, the Company shall (i)      
declare or pay any dividend on the Common Shares payable in Common Shares or    
(ii) effect a subdivision, combination or consolidation of the Common Shares    
(by reclassification or otherwise than by payment of dividends in Common        
Shares) into a greater or lesser number of Common Shares, then in any such case 
(A) the number of one one-hundredths of a Preferred Share purchasable after     
such event upon proper exercise of each Right shall be determined by            
multiplying the number of one one-hundredths of a Preferred Share so            
purchasable immediately prior to such event by a fraction, the numerator of     
which is the number of Common Shares outstanding immediately before such event  
and the denominator of which is the number of Common Shares outstanding         
immediately after such event, and (B) each Common Share outstanding             

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immediately after such event shall have issued with respect to it that number   
of Rights which each Common Share outstanding immediately prior to such event   
had issued with respect to it.  The adjustments provided for in this Section    
11(n) shall be made successively whenever such a dividend is declared or paid   
or such a subdivision, combination or consolidation is effected.  If an event   
occurs which would require an adjustment under Section 11(a)(ii) and this       
Section 11(n), the adjustments provided for in this Section 11(n) shall be in   
addition and prior to any adjustment required pursuant to Section 11(a)(ii).    

               Section 12.  Certificate of Adjusted Purchase Price or Number
of Shares.  Whenever an adjustment is made as provided in Section 11 or 13      
hereof, the Company shall promptly (a) prepare a certificate setting forth such 
adjustment, and a brief statement of the facts accounting for such adjustment,  
(b) file with the Rights Agent and with each transfer agent for the Common      
Shares or the Preferred Shares a copy of such certificate and (c) mail a brief  
summary thereof to each holder of a Right Certificate in accordance with        
Section 25 hereof.                                                              

           Section 13.  Consolidation, Merger or Sale or Transfer of
Assets or Earning Power.  In the event, directly or indirectly, at any time     
after a Person has become an Acquiring Person, (a) the Company shall            
consolidate with, or merge with and into, any other Person (other than any      
employee benefit plan of the Company, or any entity holding Common Shares for   
or pursuant to the terms of any such plan), (b) any Person (other than any      
employee benefit plan of the  Company, or any entity holding Common Shares for  
or pursuant to the terms of any such plan) shall consolidate with the Company,  
or merge with                                                                   

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and into the Company and the Company shall be the continuing or surviving       
corporation of such merger and, in connection with such merger, all or part of  
the Common Shares shall be changed into or exchanged for stock or other         
securities of any other Person (or the Company) or cash or any other property,  
or (c) the Company shall sell or otherwise transfer (or one or more of its      
Subsidiaries shall sell or otherwise transfer), in one or more transactions,    
assets or earning power aggregating 50% or more of the assets or earning power  
of the Company and its Subsidiaries (taken as a whole) to any other Person      
other than the Company or one or more of its wholly-owned Subsidiaries, then,   
and in each such case, proper provision shall be made so that (i) each holder   
of a Right (except as otherwise provided herein) shall thereafter have the      
right to receive, upon the exercise thereof at a price equal to the then        
current Purchase Price multiplied by the number of one one-hundredths of a      
Preferred Share for which a Right is then exercisable, in accordance with the   
terms of this Rights Agreement and in lieu of Preferred Shares, such number of  
Common Shares of such other Person (including the Company as successor thereto  
or as the surviving corporation) as shall equal the result obtained by (A)      
multiplying the then current Purchase Price by the number of one one-hundredths 
of a Preferred Share for which a Right is then exercisable (without taking      
into account any adjustment previously made pursuant to Section 11(a)(ii)) and  
dividing that product by (B) 50% of the then current per share market price of  
the Common Shares of such other Person (determined pursuant to Section 11(d)    
hereof) on the date of consummation of such consolidation, merger, sale or      
transfer; (ii) the issuer of such Common Shares shall thereafter be liable for, 
and shall assume, by virtue of such consolidation, merger, sale or transfer,    
all the obligations and duties of the Company pursuant to this                  

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Rights Agreement; (iii) the term "Company" shall thereafter be deemed to refer  
to such issuer; and (iv) such issuer shall take such steps (including, but not  
limited to, the reservation of a sufficient number of its Common Shares in      
accordance with Section 9 hereof) in connection with such consummation as may   
be necessary to assure that the provisions hereof shall thereafter be           
applicable, as nearly as reasonably may be, in relation to the Common Shares    
thereafter deliverable upon the exercise of the Rights.  The Company shall not  
consummate any such consolidation, merger, sale or transfer unless prior        
thereto the Company and such issuer shall have executed and delivered to the    
Rights Agent a supplemental agreement so providing.  The Company shall not      
enter into any transaction of the kind referred to in this Section 13 if at the 
time of such transaction there are any rights, warrants, instruments or         
securities outstanding or any agreements or arrangements which, as a result of  
the consummation of such transaction, would eliminate or substantially diminish 
the benefits intended to be afforded by the Rights.  The provisions of this     
Section 13 shall similarly apply to successive mergers or consolidations or     
sales or other transfers.                                                       

            Section 14.  Fractional Rights and Fractional Shares.  (a)
The Company shall not be required to issue fractions of Rights or to distribute 
Right Certificates which evidence fractional Rights.  In lieu of such           
fractional Rights, there shall be paid to the registered holders of the Right   
Certificates with regard to which such fractional Rights would otherwise be     
issuable, an amount in cash equal to the same fraction of the current market    
value of a whole Right.  For the purposes of this Section 14(a), the current    
market value of a whole Right shall be the closing price of the Rights for the  
Trading Day immediately prior to the                                            

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date on which such fractional Rights would have been otherwise issuable.  The   
closing price for any day shall be the last sale price, regular way, or, in     
case no such sale takes place on such day, the average of the closing bid and   
asked prices, regular way, in either case, as reported in the principal         
consolidated transaction reporting system with respect to securities listed or  
admitted to trading on the New York Stock Exchange or, if the Rights are not    
listed or admitted to trading on the New York Stock Exchange, as reported in    
the  principal consolidated transaction reporting system with respect to        
securities listed on the principal national securities exchange on which the    
Rights are listed or admitted to trading or, if the Rights are not listed or    
admitted to trading on any national securities exchange, the last quoted price  
or, if not so quoted, the average of the high bid and low asked prices in the   
over-the-counter market, as reported by NASDAQ or such other system then in use 
or, if on any such date the Rights are not quoted by any such organization, the 
average of the closing bid and asked prices as furnished by a professional      
market maker making a market in the Rights selected by the Board of Directors   
of the Company.  If on any such date no such market maker is making a market in 
the Rights, the fair value of the Rights on such date as determined in good     
faith by the Board of Directors of the Company shall be used.                   

              (b)  The Company shall not be required to issue fractions of
Preferred Shares (other than fractions which are integral multiples of one      
one-hundredth of a Preferred Share) upon exercise of the Rights or to           
distribute certificates which evidence fractional Preferred Shares (other than  
fractions which are integral multiples of one one-hundredth of a Preferred      
Share).  Fractions of Preferred Shares in integral multiples of one             
one-hundredth of a                                                              

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Preferred Share may, at the election of the Company, be evidenced by            
depositary receipts, pursuant to an appropriate agreement between the Company   
and a depositary selected by it; provided that such agreement shall provide     
that the holders of such depositary receipts shall have all the rights,         
privileges and preferences to which they are entitled as beneficial owners of   
the Preferred Shares represented by such depositary receipts.  In lieu of       
fractional Preferred Shares that are not integral multiples of one              
one-hundredth of a Preferred Share, the Company shall pay to the registered     
holders of Right Certificates at the time such Rights are exercised as herein   
provided an amount in cash equal to the same fraction of the current market     
value of one Preferred Share.  For the purposes of this Section 14(b), the      
current market value of a Preferred Share shall be the closing price of a       
Preferred Share (as determined pursuant to the second sentence of Section       
11(d)(i) hereof) for the Trading Day immediately prior to the date of such      
exercise.                                                                       

           (c)  The holder of a Right by the acceptance of the Right
expressly waives his right to receive any fractional Rights or any fractional   
shares upon exercise of a Right (except as provided above).                     

         Section 15.  Rights of Action.  All rights of action in
respect of this Rights Agreement, excepting the rights of action given to the   
Rights Agent under Section 18  hereof, are vested in the respective registered  
holders of the Right Certificates (and, prior to the Distribution Date, the     
registered holders of the Common Shares); and any registered holder of any      
Right Certificate (or, prior to the Distribution Date, of the Common Shares),   
without the consent of the Rights Agent or of the holder of any other Right     
Certificate (or,                                                                

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prior to the Distribution Date, of the Common Shares), may, in his own behalf   
and for his own benefit, enforce, and may institute and maintain any suit,      
action or proceeding against the Company to enforce, or otherwise act in        
respect of, his right to exercise the Rights evidenced by such Right            
Certificate in the manner provided in such Right Certificate and in this Rights 
Agreement.  Without limiting the foregoing or any remedies available to the     
holders of Rights, it is specifically acknowledged that the holders of Rights   
would not have an adequate remedy at law for any breach of this Rights          
Agreement and will be entitled to specific performance of the obligations       
under, and injunctive relief against actual or threatened violations of the     
obligations of any Person subject to, this Rights Agreement.                    

             Section 16.  Agreement of Right Holders.  Every holder of a
Right, by accepting the same, consents and agrees with the Company and the      
Rights Agent and with every other holder of a Right that:                       

         (a)  prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of the Common Shares;         

              (b)  after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if surrendered at   
the principal office of the Rights Agent, duly endorsed or accompanied by a     
proper instrument of transfer; and                                              

              (c)  the Company and the Rights Agent may deem and treat the
person in whose name the Right Certificate (or, prior to the Distribution Date, 
the associated Common Shares certificate) is registered as the absolute owner   
thereof and of the Rights evidenced                                             

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thereby (notwithstanding any notations of ownership or writing on the Right     
Certificate or the associated Common Shares certificate made by anyone other    
than the Company or the Rights Agent) for all purposes whatsoever, and neither  
the Company nor the Rights Agent shall be affected by any notice to the         
contrary.                                                                       

    Section 17.  Right Certificate Holder Not Deemed a
Shareholder.  No holder, as such, of any Right Certificate shall be entitled to 
vote, receive dividends or be deemed for any purpose the holder of the          
Preferred Shares or any other securities of the Company which may at any time   
be issuable on the exercise of the Rights represented thereby, nor shall        
anything contained herein or in any Right Certificate be construed to confer    
upon the holder of any Right Certificate, as such, any of the rights of a       
shareholder of the Company or any right to vote for the election of directors   
or upon any matter submitted to shareholders at any meeting thereof, or to give 
or withhold consent to any corporate action, or to receive notice of meetings   
or other actions affecting shareholders (except as provided in Section 25       
hereof), or to receive dividends or subscription rights, or otherwise, until    
the Right or Rights evidenced by such Right Certificate shall have been         
exercised in accordance with the provisions hereof.                             

               Section 18.  Concerning the Rights Agent.  The Company agrees
to pay to the Rights Agent reasonable compensation for all services rendered by 
it hereunder and, from time to time, on demand of the Rights Agent, its         
reasonable expenses and counsel fees and other disbursements incurred in the    
administration and execution of this Rights Agreement and the exercise and      
performance of its duties hereunder.  The Company also agrees to                

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indemnify the Rights Agent for, and to hold it harmless against, any loss,      
liability, or expense, incurred without gross negligence, bad faith or willful  
misconduct on the part of the Rights Agent, for anything done or omitted by the 
Rights Agent in connection with the acceptance and administration of this       
Rights Agreement, including the costs and expenses of defending against any     
claim of liability in the premises.                                             

        The Rights Agent shall be protected and shall incur no
liability for, or in respect of any action taken, suffered or omitted by it in  
connection with, its administration of this Rights Agreement in reliance upon   
any Right Certificate or certificate for the Preferred Shares or Common Shares  
or for other securities of the Company, instrument of assignment or transfer,   
power of attorney, endorsement, affidavit, letter, notice, direction, consent,  
certificate, statement, or other paper or document believed by it to be genuine 
and to be signed, executed and, where necessary, verified or acknowledged, by   
the proper person or persons, or otherwise upon the advice of counsel as set    
forth in Section 20 hereof.                                                     

           Section 19.  Merger or Consolidation or Change of Name of
Rights Agent.  Any corporation into which the Rights Agent or any successor     
Rights Agent may be merged or with which it may be consolidated, or any         
corporation resulting from any merger or consolidation to which the Rights      
Agent or any successor Rights Agent shall be a party, or any corporation        
succeeding to the stock transfer or corporate trust powers of the Rights Agent  
or any successor Rights Agent, shall be the successor to the Rights Agent under 
this Rights Agreement without the execution or filing of any paper or any       
further act on the part of any of the parties hereto; provided that such        
corporation would be eligible for appointment                                   

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as a successor Rights Agent under the provisions of Section 21 hereof.  In      
case at the time such successor Rights Agent shall succeed to the agency        
created by this Rights Agreement, any of the Right Certificates shall have been 
countersigned but not delivered, any such successor Rights Agent may adopt the  
countersignature of the predecessor Rights Agent and deliver such Right         
Certificates so countersigned; and, in case at that time any of the Right       
Certificates shall not have been countersigned, any successor Rights Agent may  
countersign such Right Certificates either in the name of the predecessor       
Rights Agent or in the name of the successor Rights Agent; and in all such      
cases such Right Certificates shall have the full force provided in the Right   
Certificates and in this Rights Agreement.                                      

           In case at any time the name of the Rights Agent shall be
changed and at such time any of the Right Certificates shall have been          
countersigned but not delivered, the Rights Agent may adopt the                 
countersignature under its prior name and deliver Right Certificates so         
countersigned; and in case at that time any of the Right Certificates shall not 
have been countersigned, the Rights Agent may countersign such Right            
Certificates either in its prior name or in its changed name; and in all such   
cases such Right Certificates shall have the full force provided in the Right   
Certificates and in this Rights Agreement.                                      

        Section 20.  Duties of Rights Agent.  The Rights Agent
undertakes the duties and obligations imposed by this Rights Agreement upon the 
following terms and conditions, by all of which the Company and the holders of  
Right Certificates, by their acceptance thereof, shall be bound:                

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               (a)  The Rights Agent may consult with legal counsel (who may
be legal counsel for the Company), and the opinion of such counsel shall be     
full and complete authorization and protection to the Rights Agent as to any    
action taken or omitted by it in good faith and in accordance with such         
opinion.                                                                        

           (b)  Whenever in the performance of its duties under this
Rights Agreement the Rights Agent shall deem it necessary or desirable that any 
fact or matter be proved or established by the Company prior to taking or       
suffering any action hereunder, such fact or matter (unless other evidence in   
respect thereof be herein specifically prescribed) may be deemed to be          
conclusively proved and established by a certificate signed by any one of the   
Chairman of the Board, the Chief Executive Officer, the President, any Vice     
President, the Treasurer or the Secretary of the Company and delivered to the   
Rights Agent; and such certificate shall be full authorization to the Rights    
Agent for any action taken or suffered in good faith by it under the provisions 
of this Rights Agreement in reliance upon such certificate.                     

                (c)  The Rights Agent shall be liable hereunder to the Company
and any other Person only for its own gross negligence, bad faith or willful    
misconduct.                                                                     

               (d)  The Rights Agent shall not be liable for or by reason of
any of the statements of fact or recitals contained in this Rights Agreement or 
in the Right Certificates (except its countersignature thereof) or be required  
to verify the same, but all such statements and recitals are and shall be       
deemed to have been made by the Company only.                                   

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                (e)  The Rights Agent shall not be under any responsibility in
respect of the validity of this Rights Agreement or the execution and delivery  
hereof (except the due execution hereof by the Rights Agent) or in respect of   
the validity or execution of any Right Certificate (except its countersignature 
thereof); nor shall it be responsible for any breach by the Company of any      
covenant or condition contained in this Rights Agreement or in any Right        
Certificate; nor shall it be responsible for any change in the exercisability   
of the Rights (including the Rights becoming void pursuant to Section 11(a)(ii) 
hereof) or any adjustment in the terms of the Rights (including the manner,     
method or amount thereof) provided for in Section 3, 11, 13, 23 or 24, or the   
ascertaining of the existence of facts that would require any such change or    
adjustment (except with respect to the exercise of Rights evidenced by Right    
Certificates after  actual notice that such change or adjustment is required);  
nor shall it by any act hereunder be deemed to make any representation or       
warranty as to the authorization or reservation of any Preferred Shares to be   
issued pursuant to this Rights Agreement or any Right Certificate or as to      
whether any Preferred Shares will, when issued, be validly authorized and       
issued, fully paid and nonassessable.                                           

        (f)  The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed, acknowledged and    
delivered all such further and other acts, instruments and assurances as may    
reasonably be required by the Rights Agent for the carrying out or performing   
by the Rights Agent of the provisions of this Rights Agreement.                 

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            (g)  The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder     
from any one of the Chairman of the Board, the Chief Executive Officer, the     
President, any Vice President, the Secretary or the Treasurer of the Company,   
and to apply to such officers for advice or instructions in connection with its 
duties, and it shall not be liable for any action taken or suffered by it in    
good faith in accordance with instructions of any such officer or for any delay 
in acting while waiting for those instructions.                                 

              (h)  The Rights Agent and any shareholder, director, officer
or employee of the Rights Agent may buy, sell or deal in any of the Rights or   
other securities of the Company or become pecuniarily interested in any         
transaction in which the Company may be interested, or contract with or lend    
money to the Company or otherwise act as fully and freely as though it were not 
Rights Agent under this Rights Agreement.  Nothing herein shall preclude the    
Rights Agent from acting in any other capacity for the Company or for any other 
legal entity.                                                                   

           (i)  The Rights Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty hereunder either       
itself or by or through its attorneys or agents, and the Rights Agent shall not 
be answerable or accountable for any act, default, neglect or misconduct of any 
such attorneys or agents or for any loss to the Company resulting from any such 
act, default, neglect or misconduct, provided reasonable care was exercised in  
the selection and continued employment thereof.                                 

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                    Section 21.  Change of Rights Agent.  The Rights
Agent or any successor Rights Agent may resign and be discharged from its       
duties under this Rights Agreement upon 30-days' notice in writing mailed to    
the Company and to each transfer agent of the Common Shares or Preferred Shares 
by registered or certified mail, and to the holders of the Right Certificates   
by first-class mail.  The Company may remove the  Rights Agent or any successor 
Rights Agent upon 30-days' notice in writing, mailed to the Rights Agent or     
successor Rights Agent, as the case may be, and to each transfer agent of the   
Common Shares or Preferred Shares by registered or certified mail, and to the   
holders of the Right Certificates by first-class mail.  If the Rights Agent     
shall resign or be removed or shall otherwise become incapable of acting, the   
Company shall appoint a successor to the Rights Agent.  If the Company shall    
fail to make such appointment within a period of 30 days after giving notice of 
such removal or after it has been notified in writing of such resignation or    
incapacity by the resigning or incapacitated Rights Agent or by the holder of a 
Right Certificate (who shall, with such notice, submit his Right Certificate    
for inspection by the Company), then the registered holder of any Right         
Certificate may apply to any court of competent jurisdiction for the            
appointment of a new Rights Agent.  Any successor Rights Agent, whether         
appointed by the Company or by such a court, shall be (a) a corporation         
organized and doing business under the laws of the United States or of the      
Commonwealth of Massachusetts or the State of New York (or of any other state   
of the United States so long as such corporation is authorized to do business   
as a banking institution in the Commonwealth of Massachusetts or the State of   
New York), in good standing, having an office in the Commonwealth of            
Massachusetts or the State of New York, which is authorized                     

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under such laws to exercise corporate trust or stock transfer powers and is     
subject to supervision or examination by federal or state authority and which   
has at the time of its appointment as Rights Agent a combined capital and       
surplus of at least $50 million or (b) an Affiliate of a corporation described  
in clause (a) of this sentence.  After appointment, the successor Rights Agent  
shall be vested with the same powers, rights, duties and responsibilities as if 
it had been originally named as Rights Agent without further act or deed; but   
the predecessor Rights Agent shall deliver and transfer to the successor Rights 
Agent any property at the time held by it hereunder, and execute and deliver    
any further assurance, conveyance, act or deed necessary for the purpose.  Not  
later than the effective date of any such appointment, the Company shall file   
notice thereof in writing with the predecessor Rights Agent and each transfer   
agent of the Common Shares or Preferred Shares, and mail a notice thereof in    
writing to the registered holders of the Right Certificates.  Failure to give   
any notice provided for in this Section 21, however, or any defect therein,     
shall not affect the legality or validity of the resignation or removal of the  
Rights Agent or the appointment of the successor Rights Agent, as the case may  
be.                                                                             

  Section 22.  Issuance of New Right Certificates.
Notwithstanding any of the provisions of this Rights Agreement or of the Rights 
to the contrary, the Company may, at its option, issue new Right Certificates   
evidencing Rights in such form as may be approved by its Board of Directors to  
reflect any adjustment or change in the Purchase Price and the number or kind   
or class of shares or other securities or property purchasable under the Right  
Certificates made in accordance with the provisions of this Rights Agreement.   

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              Section 23.  Redemption.  (a)  The Board of Directors of the
Company may, at its option, at any time prior to such time as any Person        
becomes an Acquiring Person, redeem all but not less than all the then          
outstanding Rights at a redemption price of $.01 per Right, appropriately       
adjusted to reflect any stock split, stock dividend or similar transaction      
occurring after the date hereof (such redemption price being hereinafter        
referred to as the "Redemption Price").  The redemption of the Rights by the    
Board of Directors of the Company may be made effective at such time, on such   
basis and with such conditions as the Board of Directors of the Company, in its 
sole discretion, may establish.                                                 

               (b)  Immediately upon the action of the Board of Directors of
the Company ordering the redemption of the Rights pursuant to paragraph (a) of  
this Section 23, and without any further action and without any notice, the     
right to exercise the Rights will terminate and the only right thereafter of    
the holders of Rights shall be to receive the Redemption Price.  The Company    
shall promptly give public notice of any such redemption; provided, however,    
that the failure to give, or any defect in, any such notice shall not affect    
the validity of such redemption.  Within 10 days after such action of the Board 
of Directors of the Company ordering the redemption of the Rights, the Company  
shall mail a notice of redemption to all the holders of the then outstanding    
Rights at their last addresses as they appear upon the registry books of the    
Rights Agent or, prior to the Distribution Date, on the registry books of the   
transfer agent for the Common Shares.  Any notice which is mailed in the manner 
herein provided shall be deemed given, whether or not the holder receives the   
notice.  Each such notice of redemption will state the method by which the      
payment of the                                                                  

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Redemption Price will be made.  Neither the Company nor any of its Affiliates   
or Associates may redeem, acquire or purchase for value any Rights at any time  
in any manner other than that specifically set forth in this Section 23 or in   
Section 24 hereof, and other than in connection with the purchase of Common     
Shares prior to the Distribution Date.                                          

            Section 24.  Exchange.  (a)  The Board of Directors of the
Company may, at its option, at any time after any Person becomes an Acquiring   
Person, exchange all or part of the then outstanding and exercisable Rights     
(which shall not include Rights that have become void pursuant to the           
provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio  
of one Common Share per Right, appropriately adjusted to reflect any stock      
split, stock dividend or similar transaction occurring after the date hereof    
(such exchange ratio being hereinafter referred to as the "Exchange Ratio").    
Notwithstanding the foregoing, the Board of Directors of the Company shall not  
be empowered to effect such exchange at any time after any Person (other than   
the Company, any Subsidiary of the Company, any employee benefit plan of the    
Company or any such Subsidiary, or any entity holding Common Shares for or      
pursuant to the terms of any such plan), together with all Affiliates and       
Associates of such Person, becomes the Beneficial Owner of 50% or more of the   
Common Shares then outstanding.                                                 

               (b)  Immediately upon the action of the Board of Directors of
the Company ordering the exchange of any Rights pursuant to paragraph (a) of    
this Section 24 and without any further action and without any notice, the      
right to exercise such Rights shall terminate and the only right thereafter of  
a holder of such Rights shall be to receive that number of                      

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Common Shares equal to the number of such Rights held by such holder multiplied 
by the Exchange Ratio.  The Company shall promptly give public notice of any    
such exchange; provided, however, that the failure to give, or any defect in,   
such notice shall not affect the validity of such exchange.  The Company        
promptly shall mail a notice of any such exchange to all of the holders of such 
Rights at their last addresses as they appear upon the registry books of the    
Rights Agent.  Any  notice which is mailed in the manner herein provided shall  
be deemed given, whether or not the holder receives the notice.  Each such      
notice of exchange will state the method by which the exchange of the Common    
Shares for Rights will be effected and, in the event of any partial exchange,   
the number of Rights which will be exchanged.  Any partial exchange shall be    
effected pro rata based on the number of Rights (other than Rights which have   
become void pursuant to the provisions of Section 11(a)(ii) hereof) held by     
each holder of Rights.                                                          

             (c)  In the event that there shall not be sufficient Common
Shares issued but not outstanding or authorized but unissued to permit any      
exchange of Rights as contemplated in accordance with this Section 24, the      
Company shall take all such action as may be necessary to authorize additional  
Common Shares for issuance upon exchange of the Rights.  In the event the       
Company shall, after good faith effort, be unable to take all such action as    
may be necessary to authorize such additional Common Shares, the Company shall  
substitute, for each Common Share that would otherwise be issuable upon         
exchange of a Right, a number of Preferred Shares or fraction thereof such that 
the current per share market price of one Preferred Share multiplied by such    
number or fraction is equal to the current per share                            

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market price of one Common Share as of the date of issuance of such Preferred   
Shares or fraction thereof.                                                     

              (d)  The Company shall not be required to issue fractions of
Common Shares or to distribute certificates which evidence fractional Common    
Shares.  In lieu of such fractional Common Shares, the Company shall pay to the 
registered holders of the Right Certificates with regard to which such          
fractional Common Shares would otherwise be issuable an amount in cash equal to 
the same fraction of the current market value of a whole Common Share.  For the 
purposes of this paragraph (d), the current market value of a whole Common      
Share shall be the closing price of a Common Share (as determined pursuant to   
the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately 
prior to the date of exchange pursuant to this Section 24.                      

          Section 25.  Notice of Certain Events.  (a)  In case the
Company shall propose (i) to pay any dividend payable in stock of any class to  
the holders of its Preferred Shares or to make any other distribution to the    
holders of its Preferred Shares (other than a regular quarterly cash dividend), 
(ii) to offer to the holders of its Preferred Shares rights or warrants to      
subscribe for or to purchase any additional Preferred Shares or shares of stock 
of any class or any other securities, rights or options, (iii) to effect any    
reclassification of its Preferred Shares (other than a reclassification         
involving only the subdivision of outstanding Preferred Shares), (iv) to effect 
any consolidation or merger into or with, or to effect any sale or other        
transfer  (or to permit one or more of its Subsidiaries to effect any sale or   
other transfer), in one or more transactions, of 50% or more of the assets or   
earning power of the Company                                                    

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and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the 
liquidation, dissolution or winding up of the Company, or (vi) to declare or    
pay any dividend on the Common Shares payable in Common Shares or to effect a   
subdivision, combination or consolidation of the Common Shares (by              
reclassification or otherwise than by payment of dividends in Common Shares),   
then, in each such case, the Company shall give to each holder of a Right       
Certificate, in accordance with Section 26 hereof, a notice of such proposed    
action, which shall specify the record date for the purposes of such stock      
dividend, or distribution of rights or warrants, or the date on which such      
reclassification, consolidation, merger, sale, transfer, liquidation,           
dissolution, or winding up is to take place and the date of participation       
therein by the holders of the Common Shares and/or Preferred Shares, if any     
such date is to be fixed, and such notice shall be so given in the case of any  
action covered by clause (i) or (ii) above at least 10 days prior to the record 
date for determining holders of the Preferred Shares for purposes of such       
action, and in the case of any such other action, at least 10 days prior to the 
date of the taking of such proposed action or the date of participation therein 
by the holders of the Common Shares and/or Preferred Shares, whichever shall be 
the earlier.                                                                    

              (b)  In case the event set forth in Section 11(a)(ii) hereof
shall occur, then the Company shall as soon as practicable thereafter give to   
each holder of a Right Certificate, in accordance with Section 26 hereof, a     
notice of the occurrence of such event, which notice shall describe such event  
and the consequences of such event to holders of Rights under Section 11(a)(ii) 
hereof.                                                                         

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              Section 26.  Notices.  Notices or demands authorized by this
Rights Agreement to be given or made by the Rights Agent or by the holder of    
any Right Certificate to or on the Company shall be sufficiently given or made  
if sent by first-class mail, postage prepaid, addressed (until another address  
is filed in writing with the Rights Agent) as follows:                          

Ryder System, Inc.          
3600 N.W. 82nd Avenue       
Miami, Florida  33166       
Attention:  Secretary       

Subject to the provisions of Section 21 hereof, any notice or demand authorized 
by this Rights Agreement to be given or made by the Company or by the holder of 
any Right Certificate to or on the Rights Agent shall be sufficiently given or  
made if sent by first-class mail, postage prepaid, addressed (until another     
address is filed in writing with the Company) as follows:                       

Boston EquiServe, L.P.      
150 Royall Street           
Canton, Massachusetts  02021
   Attention:  Corporate Secretary

Notices or demands authorized by this Rights Agreement to be given or made by   
the Company or the Rights Agent to the holder of any Right Certificate shall be 
sufficiently given or made if sent by first-class mail, postage prepaid,        
addressed to such holder at the address of such holder as shown on the registry 
books of the Company.                                                           

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            Section 27.  Supplements and Amendments.  The Company may from
time to time supplement or amend this Rights Agreement without the approval of  
any holders of Right Certificates in order to cure any ambiguity, to correct or 
supplement any provision contained herein which may be defective or             
inconsistent with any other provisions herein, or to make any other provisions  
with respect to the Rights which the Company may deem necessary or desirable,   
any such supplement or amendment to be evidenced by a writing signed by the     
Company and the Rights Agent; provided, however, that from and after such time  
as any Person becomes an Acquiring Person, this Rights Agreement shall not be   
amended in any manner which would adversely affect the interests of the holders 
of Rights.                                                                      

           Section 28.  Successors.  All the covenants and provisions of
this Rights Agreement by or for the benefit of the Company or the Rights Agent  
shall bind and inure to the benefit of their respective successors and assigns  
hereunder.                                                                      

             Section 29.  Benefits of this Rights Agreement.  Nothing in
this Rights Agreement shall be construed to give to any Person other than the   
Company, the Rights Agent and the registered holders of the Right Certificates  
(and, prior to the Distribution Date, the Common Shares) any legal or equitable 
right, remedy or claim under this Rights Agreement; but this Rights Agreement   
shall be for the sole and exclusive benefit of the Company, the Rights Agent    
and the registered holders of the Right Certificates (and, prior to the         
Distribution Date, the Common Shares).                                          

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              Section 30.  Severability.  If any term, provision, covenant
or restriction of this Rights Agreement is held by a court of competent         
jurisdiction or other authority to be invalid, void or unenforceable, the       
remainder of the terms, provisions, covenants and restrictions of this Rights   
Agreement shall remain in full force and effect and shall in no way be          
affected, impaired or invalidated.                                              

             Section 31.  Governing Law.  This Rights Agreement and each
Right Certificate issued hereunder shall be deemed to be a contract made under  
the laws of the State of Florida and for all purposes shall be governed by and  
construed in accordance with the laws of such State applicable to contracts to  
be made and performed entirely within such State;  provided, however, that      
Sections 18, 19, 20 and 21, insofar as they apply to the Rights Agent, shall be 
governed by and construed in accordance with the laws of the Commonwealth of    
Massachusetts.                                                                  

          Section 32.  Counterparts.  This Rights Agreement may be
executed in any number of counterparts and each of such counterparts shall for  
all purposes be deemed to be an original, and all such counterparts shall       
together constitute but one and the same instrument.                            

             Section 33.  Descriptive Headings.  Descriptive headings of
the several Sections of this Rights Agreement are inserted for convenience only 
and shall not control or affect the meaning or construction of any of the       
provisions hereof.                                                              

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         IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and attested, all as of the day and year first    
above written.                                                                  

Attest:                               RYDER SYSTEM, INC.                        

By                                    By                                        
  ---------------------------------     --------------------------------------
Name: H. Judith Chozianin             Name:  James M. Herron              
  Title:   Secretary                    Title: Senior Executive Vice President
                                   and General Counsel

Attest:                               BOSTON EQUISERVE, L.P.                    

By                                    By                                        
----------------------------------     ------------------------           
Name:                                  Name:                              
Title:                                 Title:                             

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                                                                       EXHIBIT A

Form of Right Certificate   

Certificate No. R-                                                        Rights
                                                             -----

    NOT EXERCISABLE AFTER MARCH 18, 2006 OR EARLIER IF
           REDEMPTION OR EXCHANGE OCCURS.  THE RIGHTS ARE SUBJECT TO
               REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET
FORTH IN THE RIGHTS AGREEMENT.                

Right Certificate   

RYDER SYSTEM, INC.    

         This certifies that ____________________, or registered
assigns, is the registered owner of the number of Rights set forth above, each  
of which entitles the owner thereof, subject to the terms, provisions and       
conditions of the Rights Agreement, dated as of March 8, 1996 (the "Rights      
Agreement"), between Ryder System, Inc., a Florida corporation (the "Company"), 
and Boston EquiServe, L.P. (the "Rights Agent"), to purchase from the Company   
at any time after the Distribution Date (as such term is defined in the Rights  
Agreement) and prior to 5:00 P.M., Boston time, on March 18, 2006 at the        
principal office of the Rights Agent, or at the office of its successor as      
Rights Agent, one one-hundredth of a fully paid non-assessable share of         
Cumulative Preferred Stock, Series C, without par value (the "Preferred         
Shares"), of the Company, at a purchase price of $100 per one one-hundredth of  
a Preferred Share (the "Purchase Price"), upon presentation and surrender of    
this Right Certificate with the Form of Election to Purchase duly executed.     
The number of Rights evidenced by this Right Certificate (and the number of one 
one-hundredths of a Preferred Share which may be purchased upon exercise        
hereof) set forth above, and the Purchase Price set forth above, are the number 
and Purchase Price as of March 8, 1996, based on the Preferred Shares as        
constituted at such date.  As provided in the Rights Agreement, the Purchase    
Price and the number of one one-hundredths of a Preferred Share which may be    
purchased upon the exercise of the Rights evidenced by this Right Certificate   
are subject to modification and adjustment upon the happening of certain        
events.                                                                         

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        This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions and  
conditions are hereby incorporated herein by reference and made a part hereof   
and to which Rights Agreement reference is hereby made for a full description   
of the rights, limitations of rights, obligations, duties and immunities        
hereunder of the Rights Agent, the Company and the holders of the Right         
Certificates.  Copies of the Rights Agreement are on file at the principal      
executive offices of the Company and the above-mentioned offices of the Rights  
Agent.                                                                          

     This Right Certificate, with or without other Right
Certificates, upon surrender at the principal office of the Rights Agent, may   
be exchanged for another Right Certificate or Right Certificates of like tenor  
and date evidencing Rights entitling the holder to purchase a like aggregate    
number of Preferred Shares as the Rights evidenced by the Right Certificate or  
Right Certificates surrendered shall have entitled such holder to purchase.  If 
this Right Certificate shall be exercised in part, the holder shall be entitled 
to receive upon surrender hereof another Right Certificate or Right             
Certificates for the number of whole Rights not exercised.                      

               Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate (i) may be redeemed by the Company at a           
redemption price of $.01 per Right or (ii) may be exchanged in whole or in part 
for Preferred Shares or shares of the Company's Common Stock, par value $.50    
per share.                                                                      

        No fractional Preferred Shares will be issued upon the
exercise of any Right or Rights evidenced hereby (other than fractions which    
are integral multiples of one one-hundredth of a Preferred Share, which may, at 
the election of the Company, be evidenced by depositary receipts), but in lieu  
thereof a cash payment will be made, as provided in the Rights Agreement.       

               No holder of this Right Certificate shall be entitled to vote
or receive dividends or be deemed for any purpose the holder of the Preferred   
Shares or of any other securities of the Company which may at any time be       
issuable on the exercise hereof, nor shall anything contained in the Rights     
Agreement or herein be construed to confer upon the holder hereof, as such, any 
of the rights of a shareholder of the Company or any right to vote for the      
election of directors or upon any matter submitted to shareholders at any       
meeting thereof, or to give or withhold consent to any corporate action, or to  
receive notice of meetings or other actions affecting shareholders (except as   
provided in the Rights Agreement), or to receive dividends or subscription      
rights, or otherwise, until the Right or Rights evidenced by this Right         
Certificate shall have been exercised as provided in the Rights Agreement.      

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             This Right Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights Agent.         

               WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.  Dated as of ________ __, ____.                 

ATTEST:                                            RYDER SYSTEM, INC.           

----------------------------                       By                           
                                                   -------------------------

Countersigned:                                                                  

BOSTON EQUISERVE, L.P.                                                          

By                                                                              
--------------------------                                                  

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Form of Reverse Side of Right Certificate   

FORM OF ASSIGNMENT    

(To be executed by the registered holder if such    
holder desires to transfer the Right Certificate.)    

FOR VALUE RECEIVED ________________________________ hereby
sells, assigns and transfers unto_______________________________________________
________________________________________________________________________________
(Please print name and address of transferee)   
this Right Certificate, together with all right, title and interest therein,    
and does hereby irrevocably constitute and appoint ___________________________  
Attorney, to transfer the within Right Certificate on the books of the          
within-named Company, with full power of substitution.                          

Dated:  ______________________, ____                                            

                                                 -----------------------------
                             Signature

Signature Guaranteed:                                                           

                Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of           
Securities Dealers, Inc., or a commercial bank or trust company having an       
office or correspondent in the United States.                                   

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

               The undersigned hereby certifies that the Rights evidenced by
this Right Certificate are not beneficially owned by an Acquiring Person or an  
Affiliate or Associate thereof (as defined in the Rights Agreement).            

                                                 -----------------------------
                             Signature

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

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Form of Reverse Side of Right Certificate -- continued

FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to exercise 
Rights represented by the Right Certificate.) 

To:  RYDER SYSTEM, INC.                                                         

   The undersigned hereby irrevocably elects to exercise
_________________________________ Rights represented by this Right Certificate  
to purchase the Preferred Shares issuable upon the exercise of such Rights and  
requests that certificates for such Preferred Shares be issued in the name of:  

Please insert social security                                                   
or other identifying number                                                     

------------------------------------------------------------------------------- 
(Please print name and address)   

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

If such number of Rights shall not be all the Rights evidenced by this Right    
Certificate, a new Right Certificate for the balance remaining of such Rights   
shall be registered in the name of and delivered to:                            

Please insert social security                                                   
or other identifying number                                                     

------------------------------------------------------------------------------- 
(Please print name and address)   

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

Dated:  __________________, ____                                                

                                                 -------------------------------
                           Signature

Signature Guaranteed:                                                           
            Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of           
Securities Dealers, Inc., or a commercial bank or trust company having an       
office or correspondent in the United States.                                   

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Form of Reverse Side of Right Certificate -- continued

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

           The undersigned hereby certifies that the Rights evidenced by
this Right Certificate are not beneficially owned by an Acquiring Person or an  
Affiliate or Associate thereof (as defined in the Rights Agreement).            

                                              ------------------------------
                         Signature

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

NOTICE

            The signature in the Form of Assignment or Form of Election to
Purchase, as the case may be, must conform to the name as written upon the face 
of this Right Certificate in every particular, without alteration or            
enlargement or any change whatsoever.                                           

           In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not      
completed, the Company and the Rights Agent will deem the beneficial owner of   
the Rights evidenced by this Right Certificate to be an Acquiring Person or an  
Affiliate or Associate thereof (as defined in the Rights Agreement) and such    
Assignment or Election to Purchase will not be honored.                         

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                                                                     EXHIBIT B

SUMMARY OF RIGHTS TO PURCHASE 
PREFERRED SHARES

                On March 8, 1996, the Board of Directors of Ryder System, Inc.
(the "Company") declared a dividend of one preferred share purchase right (a    
"Right") for each outstanding share of common stock, par value $.50 per share   
(the "Common Shares"), of the Company.  The dividend is payable on March 18,    
1996 (the "Record Date") to the shareholders of record on that date.  Each      
Right entitles the registered holder to purchase from the Company one           
one-hundredth of a share of Cumulative Preferred Stock, Series C, without par   
value (the "Preferred Shares"), of the Company at a price of $100 per one       
one-hundredth of a Preferred Share (the "Purchase Price"), subject to           
adjustment.  The description and terms of the Rights are set forth in a Rights  
Agreement (the "Rights Agreement") between the Company and Boston EquiServe,    
L.P., as Rights Agent (the "Rights Agent").                                     

              Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an     
"Acquiring Person") have acquired beneficial ownership of 10% or more of the    
outstanding Common Shares or (ii) 10 business days (or such later date as may   
be determined by action of the Board of Directors prior to such time as any     
person or group of affiliated persons becomes an Acquiring Person) following    
the commencement of, or announcement of an intention to make, a tender offer or 
exchange offer the consummation of which would result in the beneficial         
ownership by a person or group of 10% or more of the outstanding Common Shares  
(the earlier of such dates being called the "Distribution Date"), the Rights    
will be evidenced, with respect to any of the Common Share certificates         
outstanding as of the Record Date, by such Common Share certificate with a copy 
of this Summary of Rights attached thereto.                                     

            The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be    
transferred with and only with the Common Shares.  Until the Distribution Date  
(or earlier redemption or expiration of the Rights), new Common Share           
certificates issued after the Record Date upon transfer or new issuance of      
Common Shares will contain a notation incorporating the Rights Agreement by     
reference.  Until the Distribution Date (or earlier redemption or expiration of 
the Rights), the surrender for transfer of any certificates for Common Shares   
outstanding as of the Record Date, even without such notation or a copy of this 
Summary of Rights being attached thereto, will also constitute the transfer of  
the Rights                                                                      

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associated with the Common Shares represented by such certificate.  As soon as  
practicable following the Distribution Date, separate certificates evidencing   
the Rights ("Right Certificates") will be mailed to holders of record of the    
Common Shares as of the close of business on the Distribution Date and such     
separate Right Certificates alone will evidence the Rights.                     

             The Rights are not exercisable until the Distribution Date.
The Rights will expire on March 18, 2006 (the "Final Expiration Date"), unless  
the Final Expiration Date is extended or unless the Rights are earlier redeemed 
or exchanged by the Company, in each case, as described below.                  

                The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are       
subject to adjustment from time to time to prevent dilution (i) in the event of 
a stock dividend on, or a subdivision, combination or reclassification of, the  
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of     
certain rights or warrants to subscribe for or purchase Preferred Shares at a   
price, or securities convertible into Preferred Shares with a conversion price, 
less than the then-current market price of the Preferred Shares or (iii) upon   
the distribution to holders of the Preferred Shares of evidences of             
indebtedness or assets (excluding regular periodic cash dividends paid out of   
earnings or retained earnings or dividends payable in Preferred Shares) or of   
subscription rights or warrants (other than those referred to above).           

        The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each Right are    
also subject to adjustment in the event of a stock split of the Common Shares   
or a stock dividend on the Common Shares payable in Common Shares or            
subdivisions, consolidations or combinations of the Common Shares occurring, in 
any such case, prior to the Distribution Date.                                  

               Preferred Shares purchasable upon exercise of the Rights will
be redeemable only under certain circumstances.   Each Preferred Share will be  
entitled to a minimum preferential quarterly dividend payment of $10 per share  
but will be entitled to an aggregate dividend of 100 times the dividend         
declared per Common Share.  In the event of liquidation, the holders of the     
Preferred Shares will be entitled to a minimum preferential liquidation payment 
of $100 per share.  Each Preferred Share will have 100 votes.  Finally, in the  
event of any merger, consolidation or other transaction in which Common Shares  
are exchanged, each Preferred Share will be entitled to receive 100 times the   
amount received per Common Share.  These rights are protected by customary      
antidilution provisions.                                                        

          Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a 
Preferred Share                                                                 

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purchasable upon exercise of each Right should approximate the value of one     
Common Share.                                                                   

                In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or   
earning power are sold after a person or group has become an Acquiring Person,  
proper provision will be made so that each holder of a Right will thereafter    
have the right to receive, upon the exercise thereof at the then current        
exercise price of the Right, that number of shares of common stock of the       
acquiring company which at the time of such transaction will have a market      
value of two times the exercise price of the Right.  In the event that any      
person or group of affiliated or associated persons becomes an Acquiring        
Person, proper provision shall be made so that each holder of a Right, other    
than Rights beneficially owned by the Acquiring Person (which will thereafter   
be void), will thereafter have the right to receive upon exercise that number   
of Common Shares having a market value of two times the exercise price of the   
Right.                                                                          

            At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of   
the outstanding Common Shares, the Board of Directors of the Company may        
exchange the Rights (other than Rights owned by such person or group which will 
have become void), in whole or in part, at an exchange ratio of one Common      
Share, or one one-hundredth of a Preferred Share (or of a share of a class or   
series of the Company's preferred stock having equivalent rights, preferences   
and privileges), per Right (subject to adjustment).                             

              With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least 
1% in such Purchase Price.  No fractional Preferred Shares will be issued       
(other than fractions which are integral multiples of one one-hundredth of a    
Preferred Share, which may, at the election of the Company, be evidenced by     
depositary receipts) and in lieu thereof, an adjustment in cash will be made    
based on the market price of the Preferred Shares on the last trading day prior 
to the date of exercise.                                                        

              At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 10% or more of the  
outstanding Common Shares, the Board of Directors of the Company may redeem the 
Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption 
Price").  The redemption of the Rights may be made effective at such time on    
such basis with such conditions as the Board of Directors in its sole           
discretion may establish.  Immediately upon any redemption of the Rights, the   
right to exercise the Rights will terminate and the only right of the holders   
of Rights will be to receive the Redemption Price.                              

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        The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,      
except that from and after such time as any person or group of affiliated or    
associated persons becomes an Acquiring Person no such amendment may adversely  
affect the interests of the holders of the Rights.                              

               Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,  
the right to vote or to receive dividends.                                      

        A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a Registration Statement on 
Form 8-A dated April __, 1996.  A copy of the Rights Agreement is available     
free of charge from the Company.  This summary description of the Rights does   
not purport to be complete and is qualified in its entirety by reference to the 
Rights Agreement, which is hereby incorporated herein by reference.             

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                                                                       EXHIBIT C
FORM OF 

AMENDED AND RESTATED

STATEMENT OF RESOLUTION ESTABLISHING THE

CUMULATIVE PREFERRED STOCK, SERIES C

OF

RYDER SYSTEM, INC.

        Pursuant to the provisions of Section 607.0602 of the Florida Business
Corporation Act, the undersigned corporation submits the following statement    
for the purpose of establishing and designating a series within the class of    
its preferred stock, without par value (the "Preferred Stock"), and fixing and  
determining the relative rights and preferences thereof:                        

1.      The name of the corporation is Ryder System, Inc. (the
"Corporation").                                                                 

   2.      The following resolutions, establishing and designating a
series of Preferred Stock, and fixing and determining the relative rights and   
preferences thereof, were duly adopted by the Board of Directors of the         
Corporation on March 8, 1996:                                                   

   RESOLVED, that pursuant to the authority expressly granted to the
Board of Directors by the provisions of Article III of the Restated Articles of 
Incorporation, as amended, of the Corporation, the Board of Directors hereby    
establishes a series of Preferred Stock of the Corporation, without par value,  
designated as Cumulative Preferred Stock, Series C (hereinafter referred to as  
the "Series C Preferred Stock"), consisting of 900,000 shares of Series C       
Preferred Stock, which the Corporation has authority to issue.                  

    FURTHER RESOLVED, that the designations, preferences and relative,
optional or other special rights of the Series C Preferred Stock and the        
qualifications, limitations and restrictions thereof are as follows:            

     1.      Designation and Amount.  The shares of such series shall be
designated as the "Cumulative Preferred Stock, Series C" (the "Series C         
Preferred Stock") and the number of shares constituting such series shall be    
900,000 (which number may be increased or decreased by the Board of Directors   
without a vote of shareholders).                                                

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2.      Dividends and Distributions.                          

                (a)      The holders of shares of Series C Preferred Stock, in
      preference to the holders of Common Stock, par value $.50 per share,
        of the Corporation (the "Common Stock") and of any other stock ranking
   junior to the Series C Preferred Stock as to payment of dividends
        shall be entitled to receive, when, as and if declared by the Board of
        Directors out of funds legally available therefor, quarterly dividends
     payable in cash in March, June, September and December in each year
   (each such date being referred to herein as a "Quarterly Dividend
    Payment Date"), commencing on the first Quarterly Dividend Payment
    Date after the first issuance of a share or fraction of a share of
  Series C Preferred Stock, in an amount per share (rounded to the
      nearest cent) equal to the greater of (i) $10 or (ii) subject to the
provision for adjustment hereinafter set forth, 100 times the 
     aggregate per share amount of all cash dividends, and 100 times the
        aggregate per share amount (payable in kind) of all non-cash dividends
    or other distributions, other than a dividend payable in shares of
   Common Stock or a subdivision of the outstanding shares of Common
        Stock (by reclassification or otherwise), declared on the Common Stock
     since the immediately preceding Quarterly Dividend Payment Date or,
      with respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series C
        Preferred Stock.  In the event the Corporation shall at any time after
      March 18, 1996 pay any dividend on Common Stock payable in shares of
      Common Stock or effect a subdivision or combination or consolidation
   of the outstanding shares of Common Stock (by reclassification or
    otherwise than by payment of a dividend in shares of Common Stock)
    into a greater or lesser number of shares of Common Stock, then in
  each such case the amount to which holders of shares of Series C
     Preferred Stock were entitled immediately prior to such event under
        clause (ii) of the preceding sentence shall be adjusted by multiplying
   such amount by a fraction the numerator of which is the number of
     shares of Common Stock outstanding immediately after such event and
       the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.             

      (b)      The Corporation shall declare a dividend or
       distribution on the Series C Preferred Stock as provided in paragraph
   (a) of this Section 2 immediately after it declares a dividend or
    distribution on the Common Stock (other than a dividend payable in
     shares of Common Stock); provided that, in the event no dividend or
      distribution shall have been declared on the Common Stock during the
 period between any Quarterly Dividend Payment Date and the next
   subsequent Quarterly Dividend Payment Date, a dividend of $10 per
        share on the Series C Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.              

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               (c)      Dividends shall begin to accrue and be cumulative on
   outstanding shares of Series C Preferred Stock from the Quarterly
       Dividend Payment Date next preceding the date of issue of such shares
      of Series C Preferred Stock, unless the date of issue of such shares
      is prior to the record date for the first Quarterly Dividend Payment
    Date, in which case dividends on such shares shall begin to accrue
       from the date of issue of such shares, or unless the date of issue is
      a Quarterly Dividend Payment Date or is a date after the record date
        for the determination of holders of shares of Series C Preferred Stock
    entitled to receive a quarterly dividend and before such Quarterly
       Dividend Payment Date, in either of which events such dividends shall
        begin to accrue and be cumulative from such Quarterly Dividend Payment
        Date.  Accrued but unpaid dividends shall not bear interest. Dividends
       paid on the shares of Series C Preferred Stock in an amount less than
       the total amount of such dividends at the time accrued and payable on
   such shares shall be allocated pro rata on a share-by-share basis
        among all such shares at the time outstanding.  The Board of Directors
     may fix a record date for the determination of holders of shares of
       Series C Preferred Stock entitled to receive payment of a dividend or
    distribution declared thereon, which record date shall be not more
than 60 days prior to the date fixed for the payment thereof. 

     3.      Voting Rights.  The holders of shares of Series C Preferred
Stock shall have the following voting rights:                                   

              (a)      Subject to the provision for adjustment hereinafter
  set forth, the holder of a whole or fractional share of Series C
       Preferred Stock shall be entitled to vote on all matters submitted to
    a vote of the shareholders of the Corporation, on the basis of 100
       votes for each share.  In the event the Corporation shall at any time
  after March 18, 1996 pay any dividend on Common Stock payable in
   shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by   
       reclassification or otherwise than by payment of a dividend in shares
      of Common Stock) into a greater or lesser number of shares of Common
      Stock, then in each such case the number of votes per share to which
holders of shares of Series C Preferred Stock were entitled   
       immediately prior to such event shall be adjusted by multiplying such
        number by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the 
        denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.                  

                (b)      So long as any shares of Series C Preferred Stock are
    outstanding, and unless the vote or consent of a greater number of
     shares of such series shall then be required by law, the consent of
the holders of a majority of the shares of                    

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        Series C Preferred Stock at the time outstanding, voting separately as
       a class, shall be necessary to approve a voluntary dissolution of the
Corporation.                                                  

        (c)      Except as otherwise provided herein or in the
       Restated Articles of Incorporation of the Corporation, as amended, or
   by law, the holders of shares of Series C Preferred Stock and the
       holders of shares of Common Stock shall vote together as one class on
     all matters submitted to a vote of shareholders of the Corporation.

        (d)      Except as otherwise provided herein or in the
       Restated Articles of Incorporation of the Corporation, as amended, or
   by law, holders of Series C Preferred Stock shall have no special
      voting rights and their consent shall not be required (except to the
      extent they are entitled to vote with holders of Common Stock as set
forth herein) for taking any corporate action.                

4.      Certain Restrictions.                                 

             (a)      Whenever quarterly dividends or other dividends or
      distributions payable on the Series C Preferred Stock as provided in
       Section 2 are in arrears, thereafter and until all accrued and unpaid
    dividends and distributions, whether or not declared, on shares of
        Series C Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:                                        

                       (i)     declare or pay dividends on, make any other
              distributions on, or redeem or purchase or otherwise acquire
              for consideration any shares of stock ranking junior (either
             as to dividends or upon liquidation, dissolution or winding
up) to the Series C Preferred Stock;          

                         (ii)    declare or pay dividends on or make any other
         distribution on any shares of stock ranking on a parity
             (either as to dividends or upon liquidation, dissolution or
       winding up) with the Series C Preferred Stock, except
                dividends paid ratably on the Series C Preferred Stock and all
                stock ranking on a parity with the Series C Preferred Stock as
               to dividends and on which dividends are payable or in arrears
                in proportion to the total amounts to which the holders of all
such shares are then entitled;                

                       (iii)   redeem or purchase or otherwise acquire for
                consideration shares of any stock ranking junior (either as to
              dividends or upon liquidation, dissolution or winding up) to
the Series C Preferred Stock,                 

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                provided that the Corporation may at any time redeem, purchase
         or otherwise acquire shares of any such junior stock in
             exchange for shares of any stock of the Corporation ranking
              junior (as to dividends and upon dissolution, liquidation or
 winding up) to the Series C Preferred Stock; or

             (iv)    purchase or otherwise acquire for
              consideration any shares of Series C Preferred Stock, or any
                shares of stock ranking on a parity (either as to dividends or
                upon liquidation, dissolution or winding up) with the Series C
             Preferred Stock, except in accordance with a purchase offer
               made in writing or by publication (as determined by the Board
                of Directors) to all holders of such shares upon such terms as
               the Board of Directors, after consideration of the respective
     annual dividend rates and other relative rights and
         preferences of the respective series and classes, shall
           determine in good faith will result in fair and equitable
   treatment among the respective series or classes.

             (b)      The Corporation shall not permit any subsidiary of
        the Corporation to purchase or otherwise acquire for consideration any
        shares of stock of the Corporation unless the Corporation could, under
     paragraph (a) of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner.                       

5.      Redemption.                                           

          (a)      The shares of Series C Preferred Stock shall be
redeemable, at the option of the Board of Directors of the    
       Corporation, in whole but not in part, out of funds legally available
       therefor, upon mailing Notice of Redemption pursuant to paragraph (b)
of this Section 5 during the following periods:               

                       (i)     any time as there shall be outstanding less
              than 90,000 shares of Series C Preferred Stock; provided, in
             the event the Corporation shall at any time after March 18,
               1996 pay any dividend on the Series C Preferred Stock payable
                in shares of Series C Preferred Stock, or effect a subdivision
              or combination or consolidation of the outstanding shares of
            Series C Preferred Stock (by reclassification or otherwise
               than by payment of a dividend in shares of Series C Preferred
              Stock) into a greater or lesser number of shares of Series C
              Preferred Stock, then in each such case such number shall be
       adjusted by multiplying such number by a fraction the
        numerator of which is the number of shares of Series C
              Preferred Stock outstanding immediately after such event and
              the denominator of which is the number of shares of Series C
            Preferred Stock that were outstanding immediately prior to
               such event; and provided further, however, that such right of
            redemption shall not be available during the 90-day period

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            following the first issuance of any share or fraction of a
          share of Series C Preferred Stock.  For purposes of this
             clause (i), shares of Series C Preferred Stock (A) owned by
                the Corporation or any of its direct or indirect subsidiaries,
               or (B) as to which Notice of Redemption pursuant to paragraph
      (b) of this Section 5 has been duly mailed and a sum
            sufficient to redeem such shares shall have been deposited
               with the transfer agent for the Series C Preferred Stock with
             irrevocable instructions to pay the redemption price to the
             holders thereof, shall not be considered to be outstanding;

                      (ii)    during the 90-day period after the date on
              which the Board of Directors shall have adopted a resolution
              recommending that the Corporation be dissolved and directing
              that the question of such dissolution be submitted to a vote
                of shareholders, at a meeting or otherwise; provided, however,
              that, unless Notice of Redemption previously has been mailed
            pursuant to paragraph (b) of this Section 5, such right of
       redemption shall not be available after the date such
             dissolution proceedings are abandoned, or the date on which
              the shareholders of the Corporation entitled to vote on such
              matter, so voted (until a subsequent resolution of such kind
shall have been adopted);                     

               (iii)    during the 90-day period after the date on which the
             Board of Directors of the Corporation shall have approved a
            plan of merger or consolidation of the Corporation with or
                into any other corporation or the sale of all or substantially
               all of the assets of the Corporation in exchange for stock or
              securities of another corporation and directed that the plan
             or the resolution providing for such sale be submitted to a
           vote of shareholders at a meeting or otherwise; provided,
                however, that, unless Notice of Redemption previously has been
                mailed pursuant to paragraph (b) of this Section 5, such right
          of redemption shall not be available after the date such
          merger, consolidation or sale of assets is abandoned, or
               voting by the shareholders entitled to vote on such matter is
             completed (until a subsequent resolution of such kind shall
        have been approved or solicitation of such kind made).

                (b)      Whenever shares of Series C Preferred Stock are to be
        redeemed, the Corporation shall mail a notice ("Notice of Redemption")
   by first-class mail, postage prepaid, to each holder of record of
       shares of Series C Preferred Stock to be redeemed and to the transfer
   agent for the Series C Preferred Stock.  The Notice of Redemption
shall be addressed to the holder at the address of the holder 
        appearing on the stock transfer books of the Corporation maintained by
     the transfer agent for the Series C Preferred Stock.  The Notice of
        Redemption shall include a statement of (i) the redemption date (which
shall be not less than 30                                     

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days after the mailing of such Notice of Redemption), (ii) the
   redemption price (to the extent then determinable or, if not then
determinable, the manner in which the redemption price will be
        calculated), (iii) the number of shares of Series C Preferred Stock to
    be redeemed, (iv) the place or places where shares of the Series C
     Preferred Stock are to be surrendered for payment of the redemption
       price, (v) that the dividends on the shares to be redeemed will cease
       to accrue on such redemption date, and (vi) the provision under which
      redemption is made.  No defect in the Notice of Redemption or in the
mailing thereof shall affect the validity of the redemption   
   proceedings, except as required by law.  On and after the date on
      which a Notice of Redemption shall have been mailed as aforesaid and
      the Corporation shall have deposited with the transfer agent for the
   Series C Preferred Stock a sum sufficient to redeem the shares of
    Series C Preferred Stock as to which Notice of Redemption has been
given, with irrevocable instructions and authority to pay the 
   redemption price to the holders thereof, or if no such deposit is
        made, then upon such date fixed for redemption (unless the Corporation
      shall default in making payment of the redemption price), all rights
        of the holders thereof as stockholders of the Corporation by reason of
 the ownership of such shares (except their right to receive the
       redemption price thereof, but without interest), shall terminate, and
     such shares shall no longer be deemed outstanding.  The Corporation
    shall be entitled to receive, from time to time, from the transfer
      agent for the Series C Preferred Stock the interest, if any, on such
    monies deposited with it and the holders of any shares so redeemed
      shall have no claim to any such interest.  In case the holder of any
     shares so called for redemption shall not have properly surrendered
    the certificate or certificates for his shares in exchange for the
    redemption price for such shares within one year after the date of
        redemption, the transfer agent for the Series C Preferred Stock shall,
   upon demand, pay over to the Corporation such amount remaining on
       deposit and the transfer agent for the Series C Preferred Stock shall
   thereupon be relieved of all responsibility to the holder of such
      shares and such holder of the shares of the Series C Preferred Stock
        so called for redemption shall look thereafter only to the Corporation
for the payment thereof.                                      

           (c)      Each share of the Series C Preferred Stock to be
        redeemed pursuant to paragraph (a) of this Section 5 shall be redeemed
at a redemption price equal to, subject to the provision for  
    adjustment hereinafter set forth, 100 times the "current per share
     market price" of the Common Stock on the date of the mailing of the
     Notice of Redemption or, if later (in the case of a redemption made
       pursuant to clause (ii) or (iii) of paragraph (a) of this Section 5),
 on the tenth business day following the date of the adoption or
       approval of the Board of Directors referred to in said clause (ii) or
     (iii), and there shall also be paid with respect to each such share
      which is redeemed an amount equal to accrued and unpaid dividends on
such share (whether or not earned or declared) to the         

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        redemption date.  In the event the Corporation shall at any time after
      March 18, 1996 pay any dividend on Common Stock payable in shares of
       Common Stock, or effect a subdivision or combination or consolidation
   of the outstanding shares of Common Stock (by reclassification or
    otherwise than by payment of a dividend in shares of Common Stock)
    into a greater or lesser number of shares of Common Stock, then in
  each such case the amount to which holders of shares of Series C
     Preferred Stock were entitled immediately prior to such event under
        the preceding sentence shall be adjusted by multiplying such amount by
     a fraction the numerator of which is the number of shares of Common
       Stock outstanding immediately after such event and the denominator of
     which is the number of shares of Common Stock that were outstanding
immediately prior to such event.                              

           The "current per share market price" on any date shall be
        deemed to be the average of the closing price per share of such Common
       Stock for the five consecutive Trading Days (or such lesser number of
      Trading Days within such period, being at least one, for which there
  shall be a closing price as defined herein) preceding the second
       Trading Day prior to that date.  The closing price for each day shall
     be the last sale price, regular way, or, in case no such sale takes
     place on such day, the average of the closing bid and asked prices,
       regular way, in either case as reported in the principal consolidated
   transaction reporting system with respect to securities listed or
      admitted to trading on the New York Stock Exchange or, if the Common
  Stock is not listed or admitted to trading on the New York Stock
 Exchange, as reported in the principal consolidated transaction
   reporting system with respect to securities listed or admitted to
    trading on the principal national securities exchange on which the
       Common Stock is listed or admitted to trading or, if the Common Stock
 is not listed or admitted to trading on any national securities
     exchange, the last quoted price or, if not so quoted the average of
      the high bid and low asked prices in the over-the-counter market, as
  reported by the National Association of Securities Dealers, Inc.
        Automated Quotations System or such other system then in use or, if on
        any such date the Common Stock is not quoted by any such organization,
   the average of the closing bid and asked prices as furnished by a
        professional market maker making a market in the Common Stock selected
       by the Board of Directors of the Corporation.  The term "Trading Day"
      shall mean a day on which the principal national securities exchange
        on which the Common Stock is listed or admitted to trading is open for
      the transaction of business or, if the Common Stock is not listed or
    admitted to trading on any national securities exchange, a Monday,
      Tuesday, Wednesday, Thursday or Friday on which banking institutions
    in the State of New York are not authorized or obligated by law or
executive order to close.                                     

                (d)      Except as set forth under Section 4 of this Statement
    and except as set forth above with respect to redemptions, nothing
contained in this Statement shall limit any legal right of the
Corporation to purchase or otherwise acquire any              

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shares of Series C Preferred Stock in privately negotiated    
transactions or in the over-the-counter market or otherwise.  

    6.      Reacquired Shares.  Any shares of Series C Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever     
shall be retired and canceled promptly after the acquisition thereof.  All such 
shares shall upon their cancellation become authorized but unissued shares of   
Preferred Stock and may be reissued as part of any series of Preferred Stock    
(including without limitation the Series C Preferred Stock), subject to the     
conditions and restrictions on issuance set forth in the Restated Articles of   
Incorporation of the Corporation, as amended.                                   

        7.      Liquidation, Dissolution or Winding Up.  Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (a) 
to the holders of shares of stock ranking junior upon liquidation, dissolution  
or winding up to the Series C Preferred Stock unless, prior thereto, the        
holders of shares of Series C Preferred Stock shall have received $100 per      
share, plus an amount equal to accrued and unpaid dividends and distributions   
thereon, whether or not earned or declared, to the date of such payment, or (b) 
to the holders of stock ranking on a parity upon liquidation, dissolution or    
winding up with the Series C Preferred Stock, except a distribution made        
ratably on the Series C Preferred Stock and all other such parity stock in      
proportion to the total amounts to which the holders of all such shares are     
entitled upon such liquidation, dissolution or winding up.                      

    8.      Consolidation, Merger, etc.  In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which 
the shares of Common Stock are exchanged for or changed into other stock or     
securities, cash and/or any other property, then in any such case the shares of 
Series C Preferred Stock shall at the same time be similarly exchanged or       
changed in an amount per share (subject to the provision for adjustment         
hereinafter set forth) equal to 100 times the aggregate amount of stock,        
securities, cash and/or any other property (payable in kind), as the case may   
be, into which or for which each share of Common Stock is changed or exchanged. 
In the event the Corporation shall at any time after March 18, 1996 pay any     
dividend on Common Stock payable in shares of Common Stock, or effect a         
subdivision or combination or consolidation of the outstanding shares of Common 
Stock (by reclassification or otherwise) into a greater or lesser number of     
shares of Common Stock, then in each such case the amount set forth in the      
preceding sentence with respect to the exchange or change of shares of Series C 
Preferred Stock shall be adjusted by multiplying such amount by a fraction the  
numerator of which is the number of shares of Common Stock outstanding          
immediately after such event and the denominator of which is the number of      
shares of Common Stock that were outstanding immediately prior to such event.   

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    9.      Rank.  The Series C Preferred Stock shall rank on a parity
with all other series of the Corporation's Preferred Stock outstanding as of    
March 18, 1996, as to the payment of dividends and upon liquidation,            
dissolution or winding up of the Corporation.                                   

10.     Amendment.  The Restated Articles of Incorporation, as
amended, of the Corporation shall not be amended in any manner which would      
materially alter or change the powers, preferences or special rights of the     
Series C Preferred Stock so as to affect them adversely without the affirmative 
vote of the holders of two-thirds of the outstanding shares of Series C         
Preferred Stock, voting together as a single class.                             

     IN WITNESS WHEREOF, the Corporation has caused this statement to be
executed in its name by the undersigned, there unto duly authorized, this____   
day of April, 1996.                                                             

                                        RYDER SYSTEM, INC.
(SEAL)                                                                          

                   By:
                                                  ----------------------------
                                                Chairman of the Board, President
                                           and Chief Executive Officer

                   By:
                                               -------------------------------
                         Secretary

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STATE OF FLORIDA          )                                                     
)   SS:                     
COUNTY OF DADE            )                                                     

      On this day personally appeared before me M. Anthony Burns, Chairman
of the Board, President and Chief Executive Officer, and H. Judith Chozianin,   
Secretary, of RYDER SYSTEM, INC., a Florida corporation, and acknowledged that  
they executed the above and foregoing Amended and Restated Statement of         
Resolution Establishing the Cumulative Preferred Stock, Series C, as officers   
for and on behalf of said corporation after having been duly authorized so      
to do.                                                                          

      IN WITNESS WHEREOF, I have hereunto set my hand and official seal at
the county and state aforesaid, this _____ day of April, 1996.                  

                                                --------------------------
                                   NOTARY PUBLIC
                                               State of Florida at Large

My Commission Expires:                                                          

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RYDER SYSTEM, INC. DECLARES DIVIDEND DISTRIBUTION OF PREFERRED SHARE PURCHASE   
RIGHTS                                                                          

        Miami, Florida, March 8, 1996--The Board of Directors of Ryder System,
Inc. (NYSE:R) today declared a dividend distribution of one Preferred Share     
Purchase Right on each outstanding share of Ryder System, Inc. common stock.    
The dividend distribution will be made on March 18, 1996 payable to             
shareholders of record on that date.                                            

       The Rights will be exercisable only if a person or group acquires 10%
or more of Ryder's common stock or announces a tender offer the consummation of 
which would result in ownership by a person or group of 10% or more of the      
common stock.  Each Right will entitle shareholders to buy one one-hundredth of 
a share of the Company's currently existing Cumulative Preferred Stock, Series  
C at an exercise price of $100.  Prior to the acquisition by a person or group  
of beneficial ownership of 10% or more of the Company's common stock, the       
Rights are redeemable for one cent per Right at the option of the Board of      
Directors.                                                                      

  If a person or group acquires 10% or more of Ryder's outstanding
common stock, each Right will entitle its holder (other than such person or     
members of such group) to purchase, at the Right's then-current exercise price, 
a number of Ryder's common shares having a market value of twice such price.    
If Ryder is acquired in a merger or other business combination transaction      
after a person has acquired 10% or more of the Company's outstanding common     
stock, each Right will entitle its holder to purchase, at the Right's           
then-current exercise price, a number of the acquiring company's common shares  
having a market value of twice such price.                                      

        Following the acquisition by a person or group of beneficial ownership
of 10% or more of the Company's common stock and prior to an acquisition of 50% 
or more of the common stock, the Board of Directors may exchange the Rights     
(other than Rights owned by such person or group), in whole or in part, at an   
exchange ration of one share of common stock (or one one-hundredth of a share   
of the Series C Preferred Stock) per Right.                                     

       The Rights will expire on March 18, 2006.  The Rights distribution is
not taxable to shareholders.                                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
		3/18/06		2		85
Filed on:		4/3/96		7
		3/18/96		2		85
		3/8/96		2		85			8-K
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