**Exhibit 10.2****LANDSTAR SYSTEM, INC.****SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN****As Amended and Restated Effective January 1, 2008**     In recognition of the valuable services provided to Landstar System, Inc., and itssubsidiaries, by its key employees, the Board of Directors adopted this Plan to provideadditional retirement benefits to those individuals whose benefits under the Company’squalified retirement plan are restricted by operation of the provisions of the InternalRevenue Code of 1986, as amended. The Plan was originally effective February 1, 1994 andwas amended and restated by the Company as of January 1, 1999. The Company now wishes toamend and restate the Plan effective January 1, 2008, to bring it into compliance with CodeSection 409A and the regulations issued thereunder. The Company intends that the Plan shallat all times be maintained on an unfunded basis for federal income tax purposes under theCode and administered as a non-qualified, “top hat” plan exempt from the substantiverequirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).The Plan, as amended, shall provide benefits under the terms and conditions hereinafter setforth. This Plan also reflects the transfer sponsorship of the Plan from Landstar System,Inc. to Landstar System Holdings, Inc. effective February 25, 2008.     This January 1, 2008 amendment and restatement shall apply to all amounts creditedunder Section 3.1 on or after January 1, 2005, but shall not affect Grandfathered Accounts(as defined below), which shall continue to be subject to, and governed by, the terms of thePlan as in effect on December 31, 2004.ARTICLE 1Definitions1.1. “Accrued Benefit” means the balance of a Participant’s Individual Account maintained pursuantto Article 3 hereof. 1.2. “Beneficiary” means the person(s) designated by a Participant to receive any benefits payableunder this Plan subsequent to the Participant’s death. In the event a Participant has notfiled a Beneficiary designation with the Employer, the Beneficiary shall be the Participant’ssurviving spouse or, if there is no surviving spouse, the Participant’s estate. 1.3. “Board” means the Board of Directors of Landstar System, Inc. Effective February 25, 2008,“Board” means the Board of Directors of Landstar System Holdings, Inc. 1.4. “Code” means the Internal Revenue Code of 1986, as amended. 1.5. “Committee” means the administrative committee appointed by the Board to administer theSavings Plan.
 

 
1.6. “Company” means Landstar System, Inc, a Delaware corporation, and any successor in interestthereto that agrees to assume the Plan. Effective February 25, 2008, “Company” means LandstarSystem Holdings, Inc., a Delaware corporation, and any successor in interest thereto thatagrees to assume the Plan. 1.7. “Deferral Contributions” means a Participant’s deferred contributions under Section 3.2 ofthe Plan to a maximum of 75% of compensation (as defined in the Savings Plan but withoutregard to the limits imposed by Code Section 401(a)(17)) minus the amount of Savings PlanDeferral Contributions made by that Participant. “Savings Plan Deferral Contributions” meansthe deferred contributions under the Savings Plan. 1.8. “Effective Date” means February 1, 1994. “Amendment Effective Date” means January 1, 2008. 1.9. “Employer” means the Company and each subsidiary that adopts the Plan pursuant to theauthorization of the Board. An Employer, other than the Company, may terminate the Plan onlyas to its employees and a subsidiary’s status as an “Employer” may be revoked by the Board inwhich case the Plan shall be deemed terminated only as to such subsidiary’s employees. 1.10. “Employee” means any individual employed on a regular basis by the Employer in the capacityof an officer of the Company or of any other Employer; provided, however, that to qualify asan “Employee” for purposes of the Plan, the individual must be a member of a group of “keymanagement or other highly compensated employees” within the meaning of Sections 201, 301 and401 of the Employee Retirement Income Security of 1974, as amended. 1.11. “Grandfathered Account” means that portion of an Employee’s Individual Account that wascredited as of December 31, 2004, and shall include earnings credited to such account underthe terms of the Plan irrespective of when credited. The Grandfathered Account shall becalculated in accordance with Code Section 409A. The Company shall maintain a separate recordof Grandfathered Accounts. All Grandfathered Accounts shall be subject to, and governed by,the terms of the Plan as in effect on December 31, 2004, the significant provisions of whichare attached hereto as Appendix A. 1.12. “Individual Account” means the account established pursuant to Section 3.1. 1.13. “Maximum Deferral Contribution” means the Savings Plan Deferral Contributions of aParticipant equal to the lesser of (i) 75% of compensation (as defined in the Savings Plan)plus the maximum additional contribution that the Participant is eligible to make under CodeSection 414(v) or (ii) the dollar limitation imposed by Code Section 402(g) plus the maximumadditional contribution that the Participant is eligible to make under Code Section 414(v). 1.14. “Matching Contributions” means the matching contributions under the Savings Plan.
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1.15. “Participant” means any Employee who satisfies the eligibility requirements set forth inSection 2. In the event of the death or incompetency of a Participant, the term shall meanhis personal representative or guardian. 1.16. “Plan” means the Landstar System, Inc. Supplemental Executive Retirement Plan as set forthherein and as the same may be amended from time to time. 1.17. “Plan Year” means the calendar year. 1.18. “Savings Plan” means the Landstar System, Inc. 401(k) Savings Plan. 1.19. “Termination of Employment” shall have the same meaning as “separation from service” underCode Section 409A and the regulations thereunder.ARTICLE 2Eligibility and Elections2.1. Eligibility. Each Employee who is a Participant in the Plan on the AmendmentEffective Date shall continue to participate and each other Employee shall be eligible toparticipate on or after the first day of the month following such eligibility by filing anelection with the Committee in accordance with the provisions of Section 3.2 hereof. 2.2. Election as to Form of Payment. For each Plan Year for which a Participant elects tomake Deferral Contributions, the Participant shall make an irrevocable election as to the formin which amounts credited to his or her Individual Account for such Plan Year will be paid, asfollows: (a) Single sum payment; or  (b) Annual installments over a period of ten (10) years in an amount equal to afraction of the Individual Account as of the date of each installment distribution, asfollows: 1/10 in the first year, 1/9 in the second year, 1/8 in the third year, and soon until the entire remaining balance is paid in the tenth year.2.3. Election as to Time of Payment. For each Plan Year for which a Participant elects tomake Deferral Contributions, the Participant shall make an irrevocable election as to whenamounts credited to his or her Individual Account for such Plan Year will be paid, as follows: (a) Within 30 days following the six-month anniversary of the Participant’sTermination of Employment; or  (b) Within 30 days of March 1 of the year following the year in which theParticipant’s Termination of Employment occurs (if later than the date that is sixmonths following the Participant’s Termination of Employment).
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ARTICLE 3Individual Account3.1. Creation of Individual Account. The Employer shall create and maintain an unfundedaccount (the “Individual Account”) for each Participant electing to contribute to the Planunder Section 3.2 to which it shall credit the amounts described in this Article 3. 3.2. Election to Make Deferral Contributions. (a) For each Plan Year, a Participant may irrevocably elect, in the manner providedby the Committee, to have the Employer credit to the Participant’s Individual Accountthe amount of Deferral Contributions (which may be expressed as a percentage ofcompensation) that the Participant elects to contribute to the Plan with respect tothat Plan Year; provided, however, that no amount may be credited to a Participant’sIndividual Account pursuant to this Section 2.2 unless the Participant made the MaximumDeferral Contribution to the Savings Plan for such Plan Year. If the Participantelects to have an amount credited to the Individual Account for a Plan Year, the amountof the Participant’s compensation otherwise payable from the Employer with respect tothat Plan Year shall be reduced by a corresponding amount.  (b) A Participant’s election with respect to a Plan Year must be made no later thanthe December 31 preceding the Plan Year in which the compensation would have beenearned by the Participant; provided, however, that for the first Plan Year in which aParticipant is eligible to participate in the Plan, such election may be made at anytime during the 30 day period commencing on the date of eligibility as determined underSection 2.1. Any election by a Participant pursuant to this Section 2.2 shall beirrevocable and may not be modified in any respect.  (c) If the Participant fails to make any election for any Plan Year, theParticipant’s election in effect for the prior Plan Year as to the amount of DeferralContributions, if any, and the form of payment applicable to Deferral Contributions,shall continue in effect for such Plan Year.3.3. Matching Contributions. For each Plan Year, the Employer shall credit theParticipant’s Individual Account with an amount equal to the Matching Contributions that wouldhave been contributed by the Employer under the Savings Plan on behalf of the Participant hadthe Participant actually been able to contribute that portion of the amount specified inSection 3.2 hereof to the Savings Plan that otherwise would have received MatchingContributions, plus any Matching Contributions not made under the Savings Plan with respect toSavings Plan Deferral Contributions due to limits under the Savings Plan.3.4. Earnings. The amount credited to a Participant’s Individual Account shall be deemedto be invested in the investment funds in the proportions the Participant elects in a deemedinvestment election in accordance with such procedures as are specified by the Committee.Notwithstanding the foregoing, no contributions or new investments may be
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  directed into the Company stock fund on or after October 1, 2004, but amounts invested inthe Company stock fund as of October 1, 2004, shall continue to be invested in such fundsubject to any subsequent election by the Participant to transfer amounts out of the Companystock fund. During each Plan Year, the Employer shall credit the Participant’s IndividualAccount with interest, earnings or appreciation (less losses and depreciation) with respectto the then balance of the Participant’s Individual Account, equal to the actual investmentresults of the Participant’s deemed investment elections. Notwithstanding the Participant’sinvestment elections under this Plan, the Company shall be under no obligation to actuallyinvest the amounts credited to the Participant’s Individual Account in such manner, or inany manner, and such investment elections shall be used solely to determine the amounts bywhich the balance credited to the Participant’s Individual Account shall be adjusted.ARTICLE 4Distributions of Retirement Benefits4.1. Payment of Individual Account. The amount credited to the Participant’s IndividualAccount under Article 3 shall, upon the Participant’s Termination of Employment, be paid inthe form elected by the Participant under Section 2.2 and at the same time elected by theParticipant under Section 2.3. Such distribution shall be equal to the total amount creditedto the Participant’s Individual Account as of the date of distribution and shall include anyadditional credit to the Participant’s Individual Account made after such termination underSection 3.2 on account of Deferral Contributions made during the Plan Year in which theParticipant has a Termination of Employment for any reason.4.2. Separate Payments. For purposes of Code Section 409A, each payment under this Planshall be treated as a separate payment.4.3 Distributions of Grandfathered Account. The amount credited to the Participant’sGrandfathered Account shall, upon the Participant’s termination of employment, be paid in thesame form and at the same time as the benefit payable to the Participant under the SavingsPlan at termination of employment; provided, however, that, notwithstanding the form andtiming of the payment of benefits under the Savings Plan, the Participant may elect to receivea single sum payment on March 1 of the Plan Year following the Plan Year in which theParticipant terminates employment for any reason, by making an election prior to the date onwhich such termination occurred and benefits under the Savings Plan are paid or commence, inthe manner specified by the Committee. Such distribution shall be equal to the total amountcredited to the Participant’s Grandfathered Account as of the date of distribution and shallinclude any additional credit to the Participant’s Grandfathered Account made after suchtermination under Section 3.4.
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ARTICLE 5Death Benefit5.1. In the event of a Participant’s death prior to the commencement of the Participant’s benefitpayments pursuant to Article 4, his Beneficiary will receive a lump sum distribution equal tothe balance of the Participant’s Individual Account on the date of the Participant’s death.The payment to the Beneficiary will be made as soon as practicable following the completion ofthe valuation for the date on which the Participant died. If the Participant is due anadditional credit to the Participant’s Individual Account for the Plan Year in which thebalance of the Individual Account becomes payable hereunder, the additional credit will bepaid to the Participant’s Beneficiary as soon as practicable following the Plan Year-endvaluation. In the event of a Participant’s death after the commencement of the Participant’sbenefits in annual installments, his Beneficiary will receive payments at the same time and inthe same manner as if the Participant had survived.ARTICLE 6Vesting6.1. The balance of a Participant’s Individual Account shall be 100% vested at all times.ARTICLE 7Funding7.1. The Board may, but shall not be required to, authorize the establishment of a trust by theCompany to serve as the funding vehicle for the benefits described herein. In any event, theEmployer’s obligations hereunder shall constitute a general, unsecured obligation, payablesolely out of its general assets, which may include the assets of any such trust establishedfor purposes of the Plan, but no Participant shall have any right to any specific assets ofthe Employer.ARTICLE 8Administration8.1. The Committee shall have full power and authority to interpret and administer this Plan andthe Committee’s actions in doing so shall be final, conclusive and binding on all personsinterested in the Plan. The Committee may from time to time adopt rules and regulationsgoverning this Plan. Any action required of the Company, the Employer or the Board under thePlan shall be made in the Company’s, the Employer’s or the Board’s sole discretion which neednot be uniformly applied to similarly situated persons. Any such action shall be final,conclusive and binding on all persons interested in the Plan.
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ARTICLE 9Amendment9.1. The Board shall have the right to amend or modify the Plan at any time in any mannerwhatsoever; provided, however, that no amendment shall operate to reduce the Accrued Benefitwhich any Participant who is participating in the Plan or entitled to a benefit payment at thetime the amendment is adopted would otherwise receive hereunder.ARTICLE 10Termination10.1. Continuance of the Plan is completely voluntary and is not assumed as a contractualobligation of the Employer. The Board shall have the right at any time to discontinue thePlan; provided, however, that the termination shall not operate to reduce the Accrued Benefitwhich any Participant who is participating in the Plan or entitled to a benefit payment at thetime the termination is approved would otherwise receive hereunder. If the Plan isterminated, Participants shall be entitled to a distribution of their benefit under the Planat the time of termination of the Plan if on account of an event described in Treas. Reg.§1.409A-3(j)(4)(ix)(A), (B), (C) or (D) and the requirements, as applicable, of suchregulations are met with respect to the termination of the Plan and distribution of benefitshereunder. Otherwise, distribution shall occur in accordance with the terms of the Plan.ARTICLE 11Miscellaneous11.1. Rights of Participants. Nothing contained herein (a) shall be deemed to exclude aParticipant from any compensation, bonus, pension, insurance, severance pay or other benefitto which the Participant otherwise is or might become entitled to as an Employee or (b) shallbe construed as conferring upon an Employee the right to continue in the employ of theEmployer as an executive or in any other capacity.11.2. Effect on Other Plans. Any amounts payable by the Employer hereunder shall not bedeemed salary or other compensation to a Participant for the purposes of computing benefits towhich the Participant may be entitled under any other arrangement established by the Employerfor the benefit of its Employees.11.3. Binding Nature of Plan. The rights and obligations created hereunder shall bebinding on a Participant’s heirs, executors and administrators and on the successors andassigns of the Employer.11.4. Governing Law. The Plan shall be construed in accordance with and governed by thelaws of the State of Florida.11.5. No Assignment. The rights of any Participant under this Plan are personal and maynot be assigned, transferred, pledged or encumbered. Any attempt to do so shall be void.11.6. No Liability. Neither the Company, the Employer nor any member of the Board or theCommittee shall be responsible or liable in any manner to any Participant, Beneficiary or anyperson claiming through them for any benefit or action taken or omitted in connection with thegranting of benefits, the continuation of benefits or the interpretation and administration ofthis Plan.11.7. Section 409A. The Plan is intended to comply with the applicable requirements ofCode Section 409A and its corresponding regulations and related guidance, and shall beadministered in accordance with Code Section 409A to the extent Code Section 409A applies tothe Plan. To the extent that any provision of the Plan would cause a conflict with therequirements of Code Section 409A, or would cause the administration of the Plan to fail tosatisfy the requirements of Code Section 409A, such provision shall be deemed null and void tothe extent permitted by applicable law.
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