(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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ü

Active shareholder engagement. In 2015, we reached out to our largest shareholders constituting over 50% of our outstanding shares to request feedback on our governance profile and compensation structure, including specific feedback on how best to implement proxy access, and we received substantive feedback from shareholders holding nearly 20% of outstanding shares. We used the feedback we received, as well as the views expressed by our shareholders in their publicly available governance policies, to adopt a meaningful proxy access right which is appropriately tailored to our shareholders.

ü	Board adopted proxy access in 2016

•	ownership threshold of 3%

•	holding period of 3 years

•	may submit nominees up to 20% of our Board or 2 directors (whichever is greater)

•	up to 25 shareholders may group together to reach the 3% ownership threshold

ü	Annual director elections beginning in 2016

ü	Lowered our general voting requirement to a majority of votes cast (from a majority of shares outstanding) in 2015

ü	Began disclosing our political contributions policy and our annual direct corporate contributions to political candidates on our website in 2015

ü	Lowered the maximum number of other public company boards that our non-employee directors can sit on (maximum of four) in the Corporate Governance Guidelines

ü	10 out of 11 independent directors

ü	Strong Lead Independent Director role, with oversight of annual Board evaluation process and search process for new directors

ü	Average Board tenure is less than 8 years

ü	Strong Board diversity based on experience, tenure, age, gender and race; 6 of 11 directors are women or minorities

ü	None of our directors serve on more than 3 other public company boards

ü	Strong Board oversight of risk management and compliance process

ü	No related person transactions in 2015

ü	No stockholder rights plan (poison pill)

ü	Shareholders can call a special meeting with 10% of shares outstanding

ü	Majority vote standard for director elections, with a plurality carve-out for contested elections

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•	The Board amended the 2012 Equity and Incentive Compensation Plan to provide for double-trigger vesting for all future incentive grants upon a change in control, among other changes, and is proposing this amendment to shareholders for approval at the 2016 Annual Meeting. Our cash severance and our annual cash incentive awards (bonus) had already been subject to double-trigger vesting provisions.

•	CEO compensation is a mix of base salary (13%), short-term incentives (20%) and long-term incentives (67%) which we believe provides compensation opportunities measured by a variety of time horizons to balance our near-term and long-term strategic goals.

•	A variety of distinct performance metrics (operating revenue, comparable earnings per share, total shareholder return and return on capital) are used in the short-term and long-term incentive plans. This “portfolio” approach to performance metrics encourages executives to focus on overall, sustainable Company performance.

•	Goals are approved by our independent directors and take into account our historical performance, current strategic initiatives and the expected macroeconomic environment. In 2015, the target operating revenue was $5.67 billion, which was an 8.0% increase from our 2014 actual operating revenue. Similarly, the target comparable earnings per share for 2015 was $6.40, a 14.7% increase from 2014.

•

Short-term and long-term incentive compensation programs are designed with payout slopes that support our pay for performance philosophy. In addition, we cap the maximum payout of our annual cash incentive awards based on a percentage of our EBT, and cap our performance-based restricted stock rights and performance-based cash awards at 125% of target to limit the potential for excessive risk taking.

•	Equity incentive programs and stock ownership guidelines (four times base salary for the CEO and two times for all other NEOs) are designed to align management and shareholder interests by providing vehicles for executive officers to accumulate and maintain an ownership position in the Company.

•	We incorporate several risk mitigation policies into our compensation program, including:

◦	The Compensation Committee’s ability to use “negative discretion” to align appropriate payouts to Company and individual performance;

◦	Anti-hedging and anti-pledging policies; and

◦	Written clawback policy for financial restatements resulting from executive misconduct.

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•	Principles of Business Conduct

•	Committee Charters

•	Board - Background and Experience

•	Board Committees - Current Members

•	How to Contact our Directors

•	Director independence (including our director independence standards)

•	Director qualifications and responsibilities

•	Board and leadership structure; director resignation policy

•	Director compensation

•	Management succession

•	Periodic Board evaluation

•	Prior Employment of Director.    The director was employed by Ryder or was personally working on Ryder's audit as an employee or partner of Ryder's independent auditor, and over five years have passed since such employment, partnership or auditing relationship ended.

•

Employment of Immediate Family Member.    (i) An immediate family member was an officer of Ryder or was personally working on Ryder's audit as an employee or partner of Ryder's independent auditor, and over five years have passed since such employment, partner or auditing relationship ended; or (ii) an immediate family member is currently employed by Ryder in a non-officer position, or by Ryder's independent auditor not as a partner and not participating in the firm’s audit, assurance or tax compliance practice.

•	Interlocking Directorships.    An executive officer of Ryder served on the board of directors of a company that employed the director or employed an immediate family member as an executive officer, and over five years have passed since either such relationship ended.

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Commercial Relationships.    The director is an employee (or a director’s immediate family member is an executive officer) of a company that makes or has made payments to, or receives or has received payments (other than contributions, if the company is a tax-exempt organization) from, Ryder for property or services, and the amount of such payments has not within any of such other company’s three most recently completed fiscal years exceeded one percent (or $1 million, whichever is greater) of such other company’s consolidated gross revenues for such year.

•	Indebtedness Relationships.    A director or an immediate family member is a partner, greater than 10% shareholder, director or officer of a company that is indebted to Ryder or to which Ryder is indebted, and the aggregate amount of such debt is less than one percent (or $1 million, whichever is greater) of the total consolidated assets of the indebted company.

•

Charitable Relationships.    A director is a trustee, fiduciary, director or officer of a tax-exempt organization to which Ryder contributes, and the contributions to such organization by Ryder have not, within any of such organization’s three most recently completed fiscal years, exceeded one percent (or $250,000, whichever is greater) of such organization’s consolidated gross revenues for such year.

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•	appointing, overseeing and determining the compensation and independence of our independent registered certified public accounting firm;

•	approving the scope of the annual audit and the related audit fees as well as the scope of internal audit procedures;

•	reviewing audit results, financial disclosure and earnings guidance;

•	overseeing investigations into accounting and financial complaints;

•	reviewing, discussing and overseeing the process by which we assess and manage risk; and

•	reviewing and overseeing matters relating to accounting, auditing and financial reporting practices and policies.

•	meets the independence requirements of the NYSE’s corporate governance listing standards and our director independence standards;

•	meets the enhanced independence standards for audit committee members required by the SEC;

•	is financially literate, knowledgeable and qualified to review financial statements; and

•	qualifies as an “audit committee financial expert” under SEC rules.

•	overseeing, reviewing and approving our executive and director compensation plans, policies and programs;

•	approving compensation actions for direct reports to the CEO and recommending compensation actions for the CEO for consideration by the independent directors;

•	reviewing and discussing the results of the shareholder advisory vote on executive compensation and considering whether to recommend any adjustments to the Company's policies and practices based on the vote results; and

•	reviewing and discussing the Compensation Discussion and Analysis to determine whether to recommend it for inclusion in this proxy statement.

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•	meets the independence requirements of the NYSE’s corporate governance listing standards, including the additional independence requirements specific to compensation committee members, and our director independence standards.

•	Identifying qualified individuals to serve as directors;

•	reviewing the qualifications of director candidates, including those recommended by our shareholders pursuant to our By-Laws;

•	recommending to the Board the nominees to be proposed by the Board for election as directors at our Annual Meeting of Shareholders;

•	recommending the size, structure, composition and functions of Board Committees;

•	reviewing and recommending changes to the Charters of each Committee of the Board;

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•	designing and overseeing the Board evaluation process as well as the annual CEO evaluation process;

•	reviewing and recommending changes to our Corporate Governance Guidelines and Principles of Business Conduct and overseeing governance practices of the Company and Board;

•	reviewing and overseeing the process by which the Board identifies and prepares for a crisis; and

•	overseeing the Company's charitable contributions, political activities, environmental and safety performance, and diversity efforts.

•	have a high level of personal integrity and exercise sound business judgment;

•	are highly accomplished in their fields, with superior credentials and recognition and have a reputation, both personal and professional, consistent with our image and reputation;

•	have relevant expertise and experience and are able to offer advice and guidance to our senior management;

•	have an understanding of, and concern for, the interests of our shareholders; and

•	have sufficient time to devote to fulfilling their obligations as directors.

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•	reviewing our overall financial goals, liquidity position, arrangements and requirements;

•	reviewing, approving and recommending certain capital expenditures, issuances of debt and equity securities, dividend policy, pension contributions and acquisitions; and

•	reviewing our relationships with rating agencies, banks and analysts, and reviewing our economic and insurance risk program and tax planning initiatives.

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•	Discuss with management the effectiveness of risk management processes in identifying, assessing and managing the organization’s most significant enterprise-wide risk exposures.

•	Receive an ERM report from the Chief Legal Officer and Global Compliance Officer at least annually.

•	Receive written updates and presentations on the ERM reports and our ERM program at every regularly scheduled meeting, and discuss with management the most significant risks that are identified and managed by Ryder.

•	Receive a report from the Vice President of Internal Audit at least annually regarding identification of enterprise risks and audit activities to assess the controls and processes regarding such risks.

•	Discuss and receive updates from management on the various controls and mitigating actions Ryder is taking to mitigate significant risks.

•	Review Ryder’s significant risks and consider such risks when overseeing Ryder’s strategic and business decisions.

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•	any transaction in which we or a subsidiary of ours is a participant, the amount involved exceeds $120,000 and a “related person” has a direct or indirect material interest; or

•	any material amendment to an existing related person transaction.

•	whether the terms of the related person transaction are fair to us and on the same basis as would apply if the transaction did not involve a related person;

•	whether there are business reasons for us to enter into the related person transaction;

•	whether the related person transaction would impair the independence of an outside director; and

•

whether the related person transaction would present an improper conflict of interest for any of our directors or executive officers, taking into account the size of the transaction, the overall financial position of the director, executive officer or related person, the direct or indirect nature of the director’s, executive officer’s or related person’s interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Governance Committee deems relevant.

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•	Moved from "single-trigger" to "double-trigger" vesting provisions in our equity and incentive compensation plan. The Board amended the 2012 Equity and Incentive Compensation Plan to provide for double-trigger vesting of all future incentive grants upon a change in control, among other changes, and is proposing the Amended Plan to shareholders for approval at the 2016 Annual Meeting.

•	Change to annual cash incentive awards. In 2015, the Committee adjusted the slope of the financial performance-based grid for the 2015 annual cash incentive awards to require higher growth levels to achieve similar payouts.

•

Changes to TSR payout grid. Based on a review of the structure of the TSR payout grid for the PBRSRs and PBCAs, the Committee determined to flatten the slope of the grid so that a single change in ranking did not result in a significant change to the payout. A flatter slope serves to moderate payout changes if the Company's relative TSR improvement is modest. Based on the new grid, the payout would be adjusted by 10% for every position change rather than 18.75%. The maximum payout would remain at 125% for Ryder's executives although a 200% maximum is a common practice at many other companies.

•	Adopted a new two-year anti-dilutive share repurchase program. In 2015, the Board of Directors authorized a new share repurchase program to mitigate the dilutive impact of shares issued under the Company's various employee stock, stock option and employee stock purchase plans. We expect to resume anti-dilutive share repurchases in the second half of 2016.

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•	Align the interests of Company executives with our shareholders by tying a significant portion of executive compensation to strong overall Company performance through the use of complementary pay elements.

•	Balance the short- and long-term interests of our shareholders so that our executives are appropriately encouraged and rewarded to take actions that are in the best interests of our shareholders when carrying out their duties as executives of Ryder.

•	Provide incentives to executives that will promote long-term, sustainable, profitable growth and encourage appropriate risk taking.

•	Reward each named executive officer's individual performance, contribution and value to Ryder.

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•	provide independent advice to the Compensation Committee on current trends and best practices in compensation design and program alternatives;

•	advise the Compensation Committee on any plans or practices that may improve effectiveness;

•	provide peer group and survey data for competitive comparisons; and, based on this information, offer independent recommendations on CEO, NEO and Board compensation;

•	review the Compensation Discussion and Analysis, compensation tables, and other compensation-related disclosures in our proxy statement;

•	offer recommendations, insights and perspectives on compensation-related matters;

•	evaluate, and advise the Compensation Committee regarding enterprise and related risk associated with executive compensation components, plans and structures; and

•	support the Compensation Committee to ensure executive compensation programs and practices are competitive and align the interests of our executives with those of our shareholders.

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•	our Chief Executive Officer during 2015;

•	our Chief Financial Officer during 2015; and

•	the three other most highly compensated executive officers serving as executive officers at the end of 2015 (based on total compensation (as reflected in the table below) excluding the amounts in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column).

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(a)	As described under “Pension Benefits”, Messrs. Sanchez, Garcia, Cooke, Greene and Fatovic are not accruing benefits under our pension plan and instead receive employer contributions into their 401(k) and deferred compensation accounts.

(b)	Mr. Garcia is eligible to participate in our Matching Gifts to Education Program available to all employees, which is limited to a maximum benefit of $1,000 per year.

(c)	Includes a car allowance, a financial planning and tax preparation allowance, an annual perquisite allowance and amounts paid in connection with the executive’s home security system. The value in this column reflects the aggregate incremental cost to us of providing each perquisite to the executive.

(d)	In the case of Mr. Greene, a deferred cash award was granted in February 2012, which vested in February 2015.

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(1)	Based on a stock price of $56.83, which was the closing market price of our common stock on December 31, 2015.

(2)	These stock options vest on February 8, 2016.

(3)	These stock options vest in two equal annual installments on February 7, 2016 and February 7, 2017.

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(4)	These stock options vest in three equal annual installments on February 12, 2016, February 12, 2017 and February 12, 2018.

(5)	Represents PBRSRs that were granted in February 2013 and have been earned for the one-year period ending December 31, 2013, the two-year period ending December 31, 2014, and the three-year period ending December 31, 2015. These PBRSRs vested in February 2016 upon Compensation Committee approval.

(6)	Represents PBRSRs that were granted in February 2014. These PBRSRs have been earned for the one-year period ending December 31, 2014 and the two-year period ending December 31, 2015, and will vest and be paid if the executive remains employed at the conclusion of the three-year performance cycle (January 1, 2014 through December 31, 2016), subject to Compensation Committee approval.

(7)	Represents PBRSRs that were granted in February 2015. These PBRSRs have been earned for the one-year period ending December 31, 2015, and will vest and be paid if the executive remains employed at the conclusion of the three-year performance cycle (January 1, 2015 through December 31, 2017), subject to Compensation Committee approval.

(8)	Represents PBRSRs that were granted in February 2014 and will vest if the applicable TSR or ROC threshold is met for the three-year period ending December 31, 2016, in accordance with the terms of the long-term incentive program.

(9)	Represents PBRSRs that were granted in February 2015 and will vest if the applicable TSR or ROC threshold is met for the three-year period ending December 31, 2017, in accordance with the terms of the long-term incentive program .

(10)	These TBRSRs vest on July 22, 2017.

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•	“Cause” means an act(s) of fraud, misappropriation, or embezzlement; conviction of any felony; conviction of a misdemeanor involving moral turpitude; willful failure to report to work for more than 30 days; willful failure to perform duties; material violation of Ryder’s Principles of Business Conduct; and any other activity

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•

“Change of Control” means the acquisition of 30% or more of the combined voting power of our common stock; a majority change in the composition of our Board; any reorganization, merger or consolidation that results in more than a 50% change in the share ownership of our common stock, the acquisition of 30% or more of the voting power of our common stock by one person or a majority change in the composition of the Board; our liquidation or dissolution; or a sale of substantially all of our assets.

•

“Good Reason” means a material reduction in compensation; transferring the executive more than 50 miles; failure to obtain a successor’s agreement to honor the NEO severance agreement; failure to pay certain Change of Control severance benefits into a trust; termination of employment not done in accordance with the NEO severance agreement; and any material change in duties or any other material adverse change in the terms and conditions of the executive officer’s employment (but specifically does not include a change in title or reporting relationship).

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•	an annual Board retainer of $65,000, payable in January of each year;

•	an annual Committee retainer of $35,000, payable in May of each year;

•	a Board or Committee meeting attendance fee of $1,000 for each additional Board or Committee meeting attended in excess of eight Board meetings or eight Committee meetings, payable in December of each year;

•	a Committee Chair retainer of $10,000, payable in May of each year, to the Chairs of the Finance and Governance Committees;

•	a Committee Chair retainer of $15,000, payable in May of each year, to the Chairs of the Audit and Compensation Committees;

•	a Lead Independent Director retainer of $25,000, payable in May of each year, to the Board’s Lead Independent Director; and

•	an annual grant of $110,000 in restricted stock units (RSUs), made on the date of our Annual Meeting of Shareholders.

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•	We provide a significant part of executive compensation in performance-based incentives, including an annual cash incentive award that is based primarily on the achievement of corporate performance metrics and a long-term incentive program (LTIP) that is based on our relative total shareholder return (TSR) over a three-year period and the achievement of corporate return on capital (ROC) targets.

◦	For 2015, consistent with prior years, approximately 87% of targeted compensation for our CEO and over 74% of targeted compensation for the other NEOs was at-risk based on Company performance or changes in Ryder's stock price.

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◦

The operating revenue and comparable EPS targets required to achieve a target payout under the 2015 annual cash incentive awards were measurably higher than actual results for 2014, requiring executives to drive significantly better performance in order to earn a target payout. Specifically, for 2015, the target operating revenue was $5.67 billion, which was an 8.0% increase from 2014 actual operating revenue. Similarly, the target comparable earnings per share for 2015 was $6.40, a 14.7% increase from the 2014 actual result.

◦

Despite solid revenue and earnings growth in 2015, TSR was -38% for 2015 versus -29% for our peer group. As a result, our performance-based awards for the third performance period in the 2013 - 2015 performance cycle, the second performance period in the 2014 - 2016 performance cycle and the first period in the 2015 - 2017 performance cycle were only partially earned at 70%, 40% and 60%, respectively. This demonstrates how challenging our targets are as well as the alignment between our executive pay and Company performance when performance is below our targets.

•	The Compensation Committee retains an independent compensation consultant.

•	Our executive officers are all subject to, and in compliance with, our stock ownership requirements, which require a level of stock ownership that we believe appropriately aligns their interests with those of our shareholders. We require the CEO to own four times annual base salary and all other NEOs to own two times annual base salary in Company stock.

•	Annual cash incentive awards to each executive officer are generally capped at a percentage of EBT and the performance-based restricted stock rights and performance-based cash awards granted under our LTIP are capped at 125% of the applicable target opportunity. We believe these caps are reasonable and limit the incentive for excessive risk-taking by our executives.

•	Executives are not permitted to enter into transactions that could be used to hedge the risk of Company stock ownership and are prohibited from pledging Company stock.

•	We maintain a clawback policy for recoupment of incentive compensation for financial restatements caused by an executive's willful misconduct.

•	In 2016, the Board amended the Company's 2012 Equity and Incentive Compensation Plan to provide for double-trigger vesting of all future incentive grants upon a change in control, among other changes, and is proposing the Amended Plan to shareholders for approval at the 2016 Annual Meeting.

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Increase the number of shares of common stock reserved for issuance by an additional 3,200,000 shares. The number of shares reserved for issuance under the Amended Plan on or after May 6, 2016 will be equal to the sum of (i) 3,200,000 shares, plus (ii) the number of shares subject to outstanding awards under the 2012 Plan as of February 12, 2016 (2,022,048 shares), plus (iii) 267,265 shares, which is the number of shares available for grant of awards under the 2012 Plan as of February 12, 2016 subject to adjustments as described in the Amended Plan. This increase represents an additional 3,200,000 shares over the current share authorization of the 2012 Plan that will be available for awards under the Amended Plan.

•	Provide that the aggregate maximum grant date value that may be subject to awards granted to any non-employee director under the Amended Plan during any calendar year, including any cash fees payable to such non-employee director during the calendar year, will not exceed $500,000 in total value.

•	Impose a one year minimum vesting requirement for all stock-based awards; provided that up to 5% of the shares initially reserved for issuance under the Amended Plan (subject to adjustments as described in the Amended Plan) may be granted under stock-based awards that are not subject to such minimum vesting requirement.

•	Provide for double-trigger vesting in the event of a change of control, as described below.

•	Provide that for dividends and dividend equivalent rights that are intended to satisfy the requirements of “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code, no participant may accrue in any calendar year with respect to performance awards granted to any individual employee dividends and dividend-equivalent rights that exceed $500,000 in total value.

•	Permit the Committee (defined below under "Description of the Amended Plan - Administration") to accelerate vesting of awards after the date of grant in connection with a participant’s death, disability, retirement, in the event of a change of control or certain other corporate transactions or events, or in other circumstances as the Committee deems appropriate.

•	Extend the term of the Amended Plan until May 5, 2026.

•	Modify the plan amendment provisions so that shareholders must approve any amendment to the Amended Plan that requires shareholder approval under applicable law, regulation or stock exchange rule.

•	Make other administrative changes and changes to comply with current law and best practices.

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•	For each share that is delivered pursuant to a full value award (that is, a stock-based award other than a stock option or SAR), the aggregate share limit under the Amended Plan will be reduced by two shares.

•	For each share that is delivered pursuant to a stock option or SAR, the aggregate share limit under the Amended Plan will be reduced by one share.

•	If and to the extent that stock options or SARs granted under the Amended Plan terminate, expire, or are canceled, forfeited, exchanged or surrendered without having been exercised, and if and to the extent that any full value awards are forfeited or terminated, or otherwise are not paid in full, the shares reserved for such awards will again be available for grants under the Amended Plan.

•	If SARs are granted, the full number of shares subject to the SARs will be considered issued under the Amended Plan and will reduce the aggregate share limit on a 1:1 ratio, without regard to the number of shares actually delivered upon exercise of the SARs.

•	Shares withheld for payment of the exercise price of a stock option, and shares withheld for payment of taxes with respect to stock options and SARs, will not be available for re-issuance under the Amended Plan and will reduce the aggregate share limit on a 1:1 ratio.

•	In contrast, shares withheld or tendered to the Company by a participant for payment of taxes with respect to full value awards will not reduce the aggregate share limit and will be available for re-issuance under the Amended Plan.

•	To the extent that any stock-based awards are paid in cash, and not in shares, such awards will not reduce the aggregate share limit.

•	In any calendar year, no participant may be granted stock-based awards (including, for the avoidance of doubt, stock options and stock appreciation rights) that relate to more than 500,000 shares, subject to adjustments as described in the Amended Plan.

•	In any calendar year, no participant may be granted cash-based awards (excluding dividend-equivalent rights) that can be settled for more than $5,000,000 in the aggregate.

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•	For dividends and dividend equivalent rights that are intended to satisfy the requirements of “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code, no participant may accrue in any calendar year with respect to performance awards granted to any individual employee dividends and dividend-equivalent rights that exceed $500,000 in total value.

•	The maximum grant date value of shares subject to awards granted to any non-employee director during any one calendar year, taken together with any cash fees payable to such non-employee director for services rendered during the calendar year, will not exceed $500,000 in total value.

•	Any individual, entity or group, other than the Company or an employee benefit plan sponsored by the Company or its subsidiaries, becomes the beneficial owner of more than 30% of our voting stock;

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Individuals who, as of May 4, 2012, constituted our Board of Directors (referred to as the incumbent board) cease to constitute at least a majority of our Board of Directors. Any individual who becomes a director after such date and whose election or nomination was approved by a vote or by approval of the proxy statement in which such person is named as a nominee for director, without written objection to such nomination, of at least a majority of the directors then comprising the incumbent board will be considered a member of the incumbent board. However, no individual who was initially elected as a member of our Board of Directors in connection with an actual or threatened election contest or settlement of an actual or threatened election contest will be considered to be a member of the incumbent board;

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Consummation of a reorganization, merger or consolidation of the Company, unless, following such transaction, (i) our shareholders immediately before the transaction own more than 50% of the voting stock of the surviving entity in substantially the same proportions as their ownership immediately before the transaction, (ii) any individual or entity (excluding the corporation resulting from the transaction or any employee benefit plan or plans of the Company or such corporation) beneficially owns 30% or more of the voting stock of the corporation resulting from the transaction and (iii) at least a majority of the Board of Directors of the corporation resulting from the transaction were members of the incumbent board at the time of the execution of the initial agreement or action of the Board of Director providing for such transaction;

•	Consummation of a sale of all or substantially all of the Company’s assets; or

•	Shareholder approval of a liquidation or dissolution of the Company.

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(1)	Includes 548,493 time-vested and performance-based restricted stock awards as if they were earned at target.

(2)	Includes 62,421 restricted stock units and time-vested restricted stock awards, of which 5,645 time-vested restricted stock awards vested in previous years and are not paid until six months after the director's retirement.

(3)	Weighted-average exercise price of outstanding options excludes restricted stock awards and restricted stock units.

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1.	Purpose of the Plan.

2.	Definitions.

(a)	Beneficial Owner: As such term is defined in Rule 13(d)(3) under the 1934 Act (or any successor Rule thereto).

(b)

Beneficiary: The person or persons designated by a Participant, upon such forms as shall be provided by the Committee, to receive the amounts credited to the Participant’s Payroll Deduction Account and the Shares held in the Participant's Brokerage Account after the Participant's death. If the Participant shall fail to designate a Beneficiary, or if for any reason such designation shall be ineffective, or if such Beneficiary shall predecease the Participant or die simultaneously with him or her, then the Beneficiary shall be, in the following order of preference: (i) the Participant's surviving spouse, or (ii) the Participant's estate.

(c)	Board: The Board of Directors of the Company.

(d)	Brokerage Account: An account established in a Participant’s name with the Plan Broker.

(e)	Change of Control: For purposes of the Plan, a "Change of Control" shall be deemed to have occurred if:

(i)

any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a “Person”) becomes the beneficial owner, directly or indirectly, of thirty percent (30%) or more of the combined voting power of the Company’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 the Company or any employee benefit plan or plans (or related trust) of the Company and its subsidiaries and affiliates or (B) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subparagraph (iii) below; or

(ii)

the individuals who, as of May 4, 2012, constituted the Board of Directors of the Company (the “Board” generally and as of May 4, 2012 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 May 4, 2012 whose election, or nomination for election, was approved by a vote or by approval of the proxy statement in which such person is named as a nominee for director, without written objection to such nomination 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

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(iii)

consummation of a reorganization, merger or consolidation of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Company’s outstanding Shares and outstanding voting securities ordinarily having the right to vote for the election of directors of the Company 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 the Company or all or substantially all of the Company’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 Company’s outstanding Shares and outstanding voting securities ordinarily having the right to vote for the election of directors of the Company, as the case may be, (B) 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 (C) 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

(iv)	shareholder approval of a liquidation or dissolution of the Company; or

(v)	consummation of a sale of all or substantially all of the assets of the Company.

(f)	Code: The Internal Revenue Code of 1986, as amended, or any successor thereto.

(g)	Committee: The Compensation Committee of the Board.

(h)	Company: Ryder System, Inc., a Florida corporation.

(i)

Compensation: The regular base salary paid to a Participant by the Company or one or more Participating Subsidiaries during such individual’s period of participation in one or more Offering Periods under the Plan before deduction of any income tax or employment tax withholdings or contributions to any 401(k) or Code Section 125 Plan now or hereafter established by the Company or any Participating Subsidiary. The Committee may make modifications to the definition of Compensation for one or more offerings as deemed appropriate.

(j)	Disqualifying Disposition: As such term is defined in Section 10(f) of the Plan.

(k)	Eligible Employee: Any Employee of the Company or of a Participating Subsidiary who is eligible to participate in the Plan pursuant to Section 6 of the Plan.

(l)	Employee: Any employee of the Company or of a Participating Subsidiary.

(m)	Enrollment Period: The period commencing on the 15th day of the month prior to the month immediately preceding the Offering Commencement Date and ending on the Offering Commencement Date for which participation is sought by an Eligible Employee.

(n)	Fair Market Value: The closing price of the Shares on a given day as reported by the composite transaction reporting system for securities listed on the New York Stock Exchange, or, if no sales of the Shares were made on that day, on the most recently preceding date on which there was such a sale.

(o)	1933 Act: The Securities Act of 1933, as amended, or any successor thereto.

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(p)	1934 Act: The Securities Exchange Act of 1934, as amended, or any successor thereto.

(q)	Offering Commencement Date: The first day of an Offering Period.

(r)	Offering Period: Period of time during which Participants will make contributions and pay for their Shares pursuant to Section 5 of the Plan.

(s)	Participant: Any Eligible Employee who participates in the Plan.

(t)	Participating Subsidiary: Any U.S. or Canadian Subsidiary of the Company or such other Subsidiaries as authorized by the Committee.

(u)	Payroll Deduction Account: A book account to which payroll deductions of Participants are credited pursuant to Section 10(c) of the Plan.

(v)	Plan: The Ryder System, Inc. Stock Purchase Plan for Employees, also known as “RyderShares”.

(w)	Plan Broker: A stock brokerage or other financial services firm designated by the Committee in its sole discretion to provide administrative services to the Plan.

(x)	Purchase Date: The last trading day of an Offering Period.

(y)	Purchase Price: The purchase price per Share as determined pursuant to Section 9 of the Plan.

(z)	Shares: Shares of common stock, par value $0.50 per Share, of the Company.

(aa)	Subsidiary: A subsidiary corporation, as defined in Section 424(f) of the Code (or any successor Section thereto).

(a)

Shares Authorized: Subject to Section 15, after February 9, 2016, 1,134,730 Shares are authorized for issuance under the Plan, which includes the 1,000,000 Share increase subject to shareholder approval at the 2016 Annual Meeting. The Shares will be made available to the Participants in a series of quarterly Offering Periods which shall continue until all Shares reserved under the Plan have been issued to the Participants or earlier termination of the Plan. The issuance of the Shares pursuant to the Plan shall reduce the total number of Shares available under the Plan. Any Shares not issued on a given Purchase Date shall be available for issuance in subsequent Offering Periods.

(b)

Maximum Shares: If the total number of Shares purchased by all the Participants on a given Purchase Date exceeds the maximum number of Shares available under the Plan, the Company (i) shall make a pro rata allocation of the Shares available for delivery and distribution in as nearly a uniform manner as shall be practicable and as the Committee shall determine to be equitable, and (ii) all funds not used to purchase Shares on the Purchase Date shall be returned, without interest, to the Participants as promptly as reasonably possible.

(c)	Issuance of Shares: Shares to be delivered to a Participant pursuant to the Plan will be issued in the name of the Participant.

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(a)	Any Employee whose customary employment is twenty (20) hours or less per week within the meaning of Section 423(b)(4)(B) of the Code;

(b)

Any Employee who, were such Employee to participate in such Offering Period would (together with any other person whose stock would be attributed to such Employee pursuant to Code Section 424(d)) immediately thereafter own shares possessing five percent (5%) or more of the total combined voting power or value of all classes of shares of the Company within the meaning of Section 423(b)(3) of the Code; or

(c)	Any Employee who qualifies as a “highly compensated employee” within the meaning of Code Section 414(q) and who is subject to the insider reporting requirements of Section 16 of the 1934 Act.

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(a)

Payroll deductions shall be made on each day that Participants are paid during an Offering Period with respect to all Participants who elect to participate in such Offering Period. The deductions shall be made as a percentage of the Participant’s Compensation in one percent (1%) increments, from one percent (1%) to fifteen percent (15%) of such participant’s Compensation, or a specific dollar amount of the Participant’s Compensation with a minimum of five dollars ($5.00), as elected by the Participant.

(b)	Subject to Section 11, a Participant may choose to change the rate of payroll deductions during the last calendar month of an Offering Period to become effective on the next Offering Commencement Date. To effect a change in the rate of payroll deductions, the Participant must complete the applicable enrollment process required by the Plan Broker.

(c)

All payroll deductions made with respect to a Participant shall be credited to his/her Payroll Deduction Account under the Plan and shall be deposited with the general funds of the Company, and no interest shall accrue on the amounts credited to such Payroll Deduction Accounts. All payroll deductions received or held by the Company may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions. A Participant may not make any separate cash payment into his/her Payroll Deduction Account and payment for Shares purchased under the Plan may not be made in any form other than by payroll deductions.

(d)

On each Purchase Date the Company shall apply all funds then in a Participant’s Payroll Deduction Account to purchase Shares (in whole and/or fractional Shares, as the case may be); provided, however, that the maximum number of Shares purchasable per Participant on any Purchase Date shall not exceed 2,500 Shares, subject to periodic adjustments in the event of certain changes in the Company’s capitalization as provided in Section 15(a). In addition, the maximum number of Shares purchasable in total by all Participants on any one Purchase Date shall not exceed 500,000 Shares, subject to periodic adjustments in the event of certain changes in the Company’s capitalization as provided in Section 15(a). The Committee shall have the discretionary authority, prior to the start of any Offering Period under the Plan, to increase or decrease the limitations to be in effect for the number of Shares purchasable per Participant and in total by all Participants on each Purchase Date.

(e)

As soon as practicable following the Purchase Date, the number of Shares purchased by each Participant shall be deposited into the Brokerage Account in the Participant’s name. Dividends that are declared on the Shares held in such account shall be reinvested in whole Shares at the current Fair Market Value in the open market. The Company shall pay the brokerage fees for these purchases. Subject to Section 10(f) of the Plan, dividends on Shares that a Participant holds in a certificate form will be sent directly to the Participant by the dividend paying agent. The Participant may opt out of this dividend reinvestment program.

(f)

Once the Shares have been purchased, the Participant may (i) transfer his/her Shares to another brokerage account of Participant’s choosing or (ii) request in writing that a stock certificate be issued to him/her with respect to the whole Shares in his/her Plan Broker account and that any fractional Shares remaining in such account be paid in cash to him/her, except that, (1) Participants in Management Levels MS 14-16 may not

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(g)	Participants shall have no interest or voting rights in the Shares until such Shares have been purchased on the applicable Purchase Date.

(h)	All other payroll deductions will be made before deductions under the Plan. If after making these other deductions the Employee’s remaining compensation is less than the deduction under the Plan, no deduction with respect to participation in the Plan will be made for that pay period.

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(a)

In the event of any change in the outstanding Shares under the Plan by reason of any Share dividend or split, reorganization, re-capitalization, merger, consolidation, spin-off, combination or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares other than regular cash dividends, the Committee in its sole discretion and without liability to any Person shall make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan, (ii) the Purchase Price per Share, (iii) the maximum number of Shares purchasable per Participant on any Purchase Date, (iv) the maximum number of Shares purchasable in total by all Participants under the Plan on any one Purchase Date and/or (v) any other affected provisions under the Plan.

(b)	In the event of a Change in Control, the Committee in its sole discretion and without liability to any person, may take such actions, if any, as it deems necessary or desirable with respect to any purchase of Shares under the Plan as of the date of the consummation of the Change in Control.

(a)

Share Issuance: Notwithstanding any other provision of the Plan or any agreements entered into pursuant hereto, the Company shall not be required to issue or deliver any certificate for Shares under the Plan, and Shares shall not be considered to have been purchased notwithstanding the tender by the Participant of any consideration therefor, unless and until each of the following conditions has been fulfilled:

(b)

(i)	There shall be in effect with respect to such Shares a registration statement under the 1933 Act and any applicable state securities laws if the Committee, in its sole discretion, shall have determined to file, cause to become effective and maintain the effectiveness of such registration statement; or if the

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(ii)	There shall have been obtained any other consent, approval or permit from any state, federal, local or other governmental agency which the Committee shall, in its sole discretion upon the advice of counsel, deem necessary or advisable.

(c)

Share Transfers: Shares issued pursuant to the Plan may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed of, whether voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise, except pursuant to registration under the 1933 Act and applicable federal, state, local or other applicable securities laws or pursuant to exemptions from such registrations. The Company may condition the sale, assignment, transfer, pledge, encumbrance or other disposition of such Shares not issued pursuant to an effective and current registration statement under the 1933 Act and all applicable federal, state, local or other applicable securities laws on the receipt from the party to whom the Shares are to be so transferred of any representations or agreement requested by the Company in order to permit such transfer to be made pursuant to exemptions from registration under the 1933 Act and applicable federal, state, local or other applicable securities laws.

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