performs services for a competitor of the Company, the Company    will have the right to terminate Consultant’s services    hereunder in accordance with paragraph 8 hereof. Consultant    shall at all times be treated as an independent contractor and    shall be responsible for the payment of all taxes with respect    to all amounts paid to him hereunder. Consultant understands and    acknowledges that from and after the Retirement Date, Consultant    shall no longer be entitled to participate in any employee    benefits plan or fringe benefit or perquisite program made    available only to employees or officers of the Company and its    subsidiaries, including its health and welfare plans. Nothing in    this Agreement shall be construed to limit the rights of    Consultant to receive any benefits or compensation otherwise    payable to Consultant in respect of his prior services as an    officer and employee of the Company under the express terms and    conditions of any agreement between him and the Company or the    applicable terms and conditions of any employee benefit plan,    program or arrangement.     5. *Consulting Fees.*  In respect of    the services to be performed hereunder during the Consulting    Period, the Company shall pay Consultant at the annual rate of    $250,000 per annum, payable quarterly, in advance; it being    understood and agreed that such amount will be in lieu of any    and all fees and other compensation that might otherwise be    payable to Consultant for services as a director during the    Consulting Period; provided the Company shall pay or reimburse    Consultant for reasonable expenses incurred by Consultant in    connection with services provided as a director during the    Consulting Period subject to the terms and conditions of the    expense reimbursement policies applicable to expenses incurred    by directors of the Company.     6. *Expenses.*  The Company shall pay    or reimburse Consultant for such reasonable expenses incurred by    Consultant in the course or on account of rendering consulting    services hereunder in accordance with, and subject to the terms    and conditions of, the expense reimbursement policy applicable    to expenses incurred by senior officers of the Company, as in    effect on the date hereof.     7. *Confidential    Information.*  Consultant understands and    agrees that in the course of his services hereunder he will    acquire    and/or have    access to confidential information, trade secrets, proprietary    data and/or    non-public information concerning the business, professional    and/or    personal affairs, activities and operations of the Company, the    Company’s subsidiaries and affiliates    and/or the    officers, employees    and/or    representatives of any of them (collectively, the    “Companies”) and the Companies’ plans, methods of    doing business and practices and procedures, as well as    confidential information disclosed to the Companies from time to    time by third parties, any or all of which shall be referred to    herein as the “Confidential Information.” Without the    prior written consent of a duly authorized officer of the    Company, and except to the extent required in connection with    the performance of his duties hereunder, by an order of a court    having competent jurisdiction or under subpoena from an    appropriate government agency, Consultant shall not disclose any    Confidential Information to any third person, unless such    Confidential Information has been previously disclosed to the    public by the Companies or has become public knowledge other    than by Consultant’s breach of this Agreement or any other    agreement with the Company by which he may be bound. The    Consultant’s duties and obligations under this    paragraph 7 are in addition to, and not intended to    supersede, limit, amend or otherwise modify any existing    covenant made by Consultant in favor of the Company in    connection with, as a condition of, or pursuant to the terms of    any agreement entered during the term of, his employment or    directorship with the Company, whether pertaining to the    preservation of confidential information or otherwise.     8. *Early Termination of Consulting    Period.*  Notwithstanding anything in this    Agreement to the contrary, the Consulting Period, and the    Company’s obligations to make any payments to Consultant    hereunder, shall immediately terminate (i) if, in the    event Consultant performs services for a competitor of the    Company, the Company provides Consultant written notice of such    termination or (ii) upon Consultant’s death.     9. *Miscellaneous.*  This Agreement    is for the personal services of Consultant and may not be    subcontracted or assigned by Consultant in any fashion, whether    by operation of law, or by conveyance of any type, without the    prior written consent of the Company, which consent the Company    may withhold in its sole discretion. Effective on the Retirement    Date, the Letter Agreement shall terminate and be of no further    force or effect. This Agreement may be amended only by a written    instrument signed by the Company and Consultant. Except as    otherwise expressly provided hereunder, this Agreement shall

 
    constitute the entire agreement between the Company and    Consultant with respect to the provision of consulting services    by the Consultant to the Company. This Agreement may be executed    in counterparts, each of which shall be deemed an original but    all of which together shall constitute one and the same    instrument.     10. *Governing Law.*  This Agreement    shall be governed by the laws of New York, without reference to    the principles of conflicts of law.     IN WITNESS WHEREOF, the parties have executed this Agreement as    of the day first written above.     LANDSTAR SYSTEM, INC. /s/  Henry    H. Gerkens     By:     Henry H. Gerkens     Title:     President and Chief Executive Officer     JEFFREY C. CROWE /s/  Jeffrey    C. Crowe