THE AMENDED AND RESTATED RYDER SYSTEM BENEFIT RESTORATION PLAN

Exhibit 10.8

THE AMENDED AND RESTATED RYDER SYSTEM
BENEFIT RESTORATION PLAN

Ryder System, Inc., a Florida corporation (the “Ryder”) hereby amends and restates, in its entirety, this RYDER SYSTEM BENEFIT RESTORATION PLAN (the “Plan”), which was first effective as of January 1, 1985. Unless otherwise provided herein, such amendment and restatement shall be effective January 1, 2005. All BRP Benefits which were accrued and vested on or prior to December 31, 2004 shall continue to be governed by the prior provisions of the Plan.

WITNESSETH :

WHEREAS, Ryder has established a benefit restoration income plan for the exclusive benefit of certain employees as designated herein so as to reward them for their loyal and faithful service and to aid them in increasing their economic security by providing additional funds at retirement with respect to those benefits that may have been reduced because of certain limitations under the Internal Revenue Code of 1986, as amended and the rules and regulations promulgated thereunder (the “Code”), and as imposed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA), the Tax Reform Act of 1986 (“TRA ’86”), and any other federal or state laws; and

WHEREAS, Ryder has been authorized by its Board of Directors (the “Board”) to enter into this Agreement in order to provide for the proper administration of the Plan;

NOW, THEREFORE, in consideration of the premises herein contained, it is hereby agreed as follows:

ARTICLE I

DEFINITIONS

The following words, when used herein, shall have the meaning indicated unless the context indicates otherwise:

1.01 “ 50% Joint and Survivor Annuity ”, “ 66 2/3% Joint and Survivor Annuity ”, “ 75% Joint and Survivor Annuity ”, and “ 100% Joint and Survivor Annuity ” shall have the same meanings as set forth in the Retirement Plan.

1.02 “ Actuarially Equivalent ” shall have the meaning set forth in the Retirement Plan, subject to Section 3.05 herein.

1.03 “ Affiliate ” means any member of a controlled group of corporations or a group of trades or businesses under common control of which the Company is a member. For purposes hereof: (i) a “controlled group of corporations” shall mean a controlled group of corporations as defined in Section 414(b) of the Code; and (ii) a “group of trades or businesses under common control” shall mean a group of trades or businesses under common control as defined in Section 414(c) of the Code.

1.04 “ Agreement ” or “ Plan ” means the plan set forth in this document, as it may be amended from time to time. This Agreement shall be known as the Ryder System Benefit Restoration Plan.

1.05 “ Beneficiary ” means the person or persons last designated by a Participant, by written notice filed with the Committee, to receive a Plan benefit upon the death of the Participant.

1.06 “ Board ” means the Board of Directors of Ryder.

1.07 “ Benefit Commencement Date ” means the first date on which distribution of BRP Benefits to a Participant is to begin pursuant to Article IV.

1.08 “ BRP Benefits ” means the benefits determined and payable to a Participant pursuant to Article III.

1.09 “ Change of Control ” shall be deemed to have occurred if:

(a) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) (a “Person”) becomes the beneficial owner, directly or indirectly, of thirty percent (30%) or more of the combined voting power of Ryder’s outstanding voting securities ordinarily having the right to vote for the election of directors of the Company; provided, however, that for purposes of this subparagraph (i), the following acquisitions shall not constitute a Change of Control: (a) any acquisition by any employee benefit plan or plans (or related trust) of Ryder and its subsidiaries and Affiliates or (b) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subparagraph (c) of this Section 1.09; or

(b) the individuals who, as of January 1, 2007 , constituted the Board (the Board as of January 1, 2007 shall hereinafter be referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to January 1, 2007 whose election, or nomination for election, was approved by a vote of the persons comprising at least a majority of the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the 1934 Act (as in effect on January 23, 2000)), shall be, for purposes of this Plan, considered as though such person were a member of the Incumbent Board; or

(c) there is a reorganization, merger or consolidation of Ryder (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Ryder stock and outstanding voting securities ordinarily having the right to vote for the election of directors of Ryder immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities ordinarily having the right to vote for the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Ryder or all or substantially all of Ryder’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding Company Stock and outstanding voting securities ordinarily having the right to vote for the election of directors of Ryder, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan or plans (or related trust) of the Company or such corporation resulting from such Business Combination and their subsidiaries and affiliates) beneficially owns, directly or indirectly, 30% or more of the combined voting power of the then outstanding voting securities of the corporation resulting from such Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(d) there is a liquidation or dissolution of Ryder approved by the shareholders; or

(e) there is a sale of all or substantially all of the assets of Ryder.

In the event that (i) a Change of Control occurs prior to the Participant’s Benefit Commencement Date; (ii) the Participant’s employment is terminated prior to the date on which the Change of Control occurs; and (iii) it is reasonably demonstrated by the Participant that such termination of employment (A) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (B) otherwise arose in connection with or in anticipation of a Change of Control, for purposes of Section 3.06(b), a Change of Control shall be deemed to have retroactively occurred on the date immediately prior to the date of such termination of employment.

Notwithstanding anything in this Section 1.09 to the contrary, for purposes of Sections 3.03(a), 3.03(b)(1), 4.06, and 5.02(c), a Change of Control shall only be deemed to occur if such transactions or events would give rise to a change in the “ownership or effective control” or in the “ownership of a substantial portion of the assets” under Section 409A of the Code, and the rulings and regulations issued thereunder.

1.10 “ Code ” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

1.11 “ Committee ” means The Retirement Committee, as determined by the Compensation Committee of the Board.

1.12 “ Company ” means Ryder System, Inc. and each of its Affiliates which have adopted the Retirement Plan or any corporation or business organization which shall assume or succeed to the Company’s obligations under the Plan.

1.13 “ Continuous Service ” means Continuous Service as defined and calculated pursuant to the terms of the Retirement Plan.

1.14 “ Deferred Compensation Plan ” means the Ryder System, Inc. Deferred Compensation Plan, as amended from time to time.

1.15 “ Disability ” or “ Disabled ” means the occurrence of the Social Security Administration’s determination that a Participant is totally disabled, but excluding disabilities resulting from: (i) excessive and habitual use by the Participant of drugs, intoxicants or narcotics; (ii) injury or disease sustained by the Participant while willfully and illegally participating in fights, riots, civil insurrections or while committing a criminal act; (iii) injury or disease sustained by the Participant while serving in any armed forces; (iv) injury or disease sustained by the Participant diagnosed or discovered subsequent to the date his employment has terminated; (v) injury or disease sustained by the Participant while working for anyone other than the Company, an Affiliate, or himself and arising out of such employment; (vi) injury or disease sustained by the Participant as a result of an act of war, whether or not such act arises from a formally declared state of war; or (vii) injury or disease sustained by the Participant as a result of an intentionally self-inflicted injury. A Participant shall be deemed Disabled or to have suffered a Disability on the effective date of the Social Security Administration’s determination.

1.16 “ Eligible Spouse ” means the husband or wife to whom the Participant was married on the earlier of the Benefit Commencement Date or the Participant’s date of death. A former spouse will be treated as an Eligible Spouse to the extent provided under a domestic relations order.

1.17 “ Leave of Absence ” means a Participant’s leave of absence from active employment with the Company or an Affiliate because of military service, illness which does not constitute a Disability, educational pursuits, services as a juror or temporarily with a government agency or any other leave of absence, if (i) such leave of absence is approved by the Company or an Affiliate that employs the Participant, (ii) upon termination of any such leave of absence, such Participant promptly returns or has returned to the employ of the Company or an Affiliate, without employment (other than military service) elsewhere in the meantime except with the consent of the Company or an Affiliate, and (iii) the period of such leave does not exceed 6 months, or if longer, the period during which the Participant retains the right to reemployment under an applicable statute or by contract. The Company or an Affiliate shall determine the first and last days of any Leave of Absence that it approves, provided that, if the Leave of Absence exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, a Separation from Service will be deemed to occur on the first day immediately following the 6 month period.

1.18 “ Level Payment Option ” means a Participant will receive increased annuity payments before his Social Security Date and decreased payments thereafter in order to provide him, as nearly as possible, with a level income for his lifetime. For the purposes of this Section 1.18, a Participant’s Social Security Date will be the date coincident with, or next following, his sixty-fifth birthday. The first monthly payment will be due on the Participant’s Benefit Commencement Date, if he is then living, and the last payment with respect to the Participant will be due on the last monthly due date on which the Participant is then living. However, if it is determined with respect to the Participant that the amount of his BRP Benefits is such that the payment due with respect to him after his Social Security Date cannot be greater than or equal to $50.00 per month, this option will not be available to the Participant.

1.19 “ Life Annuity ” means a monthly benefit payable, beginning on the applicable Benefit Commencement Date, for the life of the Participant. If a Participant’s date of death and the due date of payment are coincident, the payment shall be made.

1.20 “ Life with 10 Year Certain Benefit ” means an annuity for the life of the Participant, but if the Participant dies within 10 years of his Benefit Commencement Date, the annuity is payable to the Participant’s Beneficiary for the remainder of the 10 year period; provided that, in the event both the Participant and the designated Beneficiary die after the Benefit Commencement Date but before full payment has been effected, the Committee will direct that the Single-Sum Value of the remaining payments be paid in a lump sum to the estate of the Participant or Beneficiary, whoever is last to die. For purposes of this Section 1.20, Single Sum Value means the value, as of a specified date, of a series of defined payments, where each payment is multiplied by the probability of survival to the time of that payment and then discounted back to the specified date at an assumed rate of interest.

1.21 “ Participant ” means a participant in the Retirement Plan, whose benefit entitlement under such plan is restricted by the Code.

1.22 “ Retirement Plan ” means the Ryder System, Inc. Retirement Plan.

1.23 “ Ryder ” means Ryder System, Inc., a Florida corporation.

1.24 “ Separation from Service ” means a termination of the Participant’s employment relationship with the Company and its Affiliates due to retirement, Disability, death, or other termination of employment (voluntary or involuntary). The fact that a Participant ceases to accrue benefits pursuant to the Plan or the Retirement Plan shall not constitute a Separation from Service, and a Participant’s absence from active employment due to military service or other Leave of Absence shall not constitute a Separation from Service. Notwithstanding the foregoing, a Separation from Service shall not be inconsistent with the definition of “separation from service” as defined by Section 409A of the Code and the regulations issued thereunder. For the avoidance of doubt, for purposes of determining whether a Separation from Service has occurred under Section 409A of the Code, pursuant to Treas. Reg. §1.409A-1(h)(3), Ryder has elected to use “at least 80 percent” each place it appears in Section 1563(a)(1), (2), and (3) and Treas. Reg. §1.414(c)-2.

1.25 “ Specified Employee ” means a Participant who is deemed to be a “specified employee” in accordance with the policies and procedures adopted by Ryder and shall generally include any Participant who is an officer of Ryder.

1.26 “ Unforeseeable Emergency ” means a severe financial hardship resulting from an illness or accident of the Participant, the Participant’s spouse, beneficiary, or dependent (as defined in Section 152 of the Code, without regard to Section 152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising beyond the control of the Participant. The need to pay a Participant’s child’s tuition to college and the desire to purchase a home shall not be considered unforeseeable emergencies.

ARTICLE II

ELIGIBILITY

Any participant in the Retirement Plan who qualifies for a benefit thereunder and whose amount of benefit entitlement is reduced by reason of the application of the limitations set forth in Sections 401(a)(17) and 415 of the Code or any other Code requirement shall be entitled to participate and receive a benefit hereunder.

ARTICLE III

CALCULATION OF BRP BENEFITS

3.01 Accrued and Vested Benefits as of December 31, 2004 . All BRP Benefits which were accrued and vested on or prior to December 31, 2004 shall continue to be governed by the prior provisions of the Plan.

3.02 Benefits . The BRP Benefits to which an eligible Participant or Beneficiary shall be entitled shall be an amount equal to the difference, if any, between (a) and (b) below; provided that, notwithstanding any provision of the Retirement Plan, the calculation of BRP Benefits shall not include any amounts payable to a Participant pursuant to any severance pay program (including, without limitation, any Change of Control severance pay program) of the Company:

(a) The Actuarially Equivalent amount of the benefit to which a Participant would be entitled under the Retirement Plan if such benefit were computed by counting such Participant’s Tax-Deferred Contributions (as defined by the Deferred Compensation Plan) under the Deferred Compensation Plan in the year of deferral, and computed without giving any effect to the limitations imposed by Sections 401(a)(17) and 415 of the Code or any other Code requirement, as now or hereafter in effect;

less

(b) The Actuarially Equivalent amount of benefits to which the Participant is entitled under the Retirement Plan.

3.03 Change of Control Benefits .

(a) Notwithstanding Section 3.02, in the event of a Change of Control prior to a Participant’s Benefit Commencement Date, the eligible Participant shall be entitled to receive a lump sum cash payment equal to the