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                                                                 Exhibit 10.17

   DESCRIPTION OF CROWLEY MARITIME CORPORATION BONUS PLAN FOR EXECUTIVES WHOSE
        DIRECT ANNUAL COMPENSATION IS LESS THAN OR EQUAL TO $1.0 MILLION
                               (THE `BONUS PLAN')




PURPOSE OF THE BONUS PLAN

The purpose of the Bonus Plan is to: (i) motivate and reward executives for good
performance; and (ii) allow the Company to vary its compensation expense based
on the Company's financial performance. In accordance with the Company's
compensation policy that cash compensation should vary with Company performance,
a substantial part of each executive's total cash compensation has been tied to
performance of the Company by way of performance-based bonuses under the Bonus
Plan.

ADMINISTRATION OF THE BONUS PLAN

The Plan is administered by the Chairman, President and Chief Executive Officer
(the "CEO"). The CEO has the sole discretion to determine the key employees who
will be granted bonus awards and the amounts, terms and conditions of each bonus
award.

ELIGIBILITY TO RECEIVE AWARDS

Eligibility for the Bonus Plan is determined in the discretion of the CEO,
although any employee whose direct annual compensation exceeds $1.0 million is
ineligible to participate in the Bonus Plan. In selecting participants for the
Bonus Plan, the CEO chooses key employees of the Company and its affiliates who
are likely to have a significant impact on Company performance.

AWARDS AND PERFORMANCE GOALS

Under the Plan, the Board of Directors of the Company establishes funding
criteria for a bonus pool from which individual bonus awards are paid.
Currently, the bonus pool is determined based upon operating income as a
percentage of revenue as well other factors which include maritime and general
industry salary surveys, cash flow, strategic decisions that position the
Company for long-term success and the anticipated performance of the Company for
the coming year. Operating income excludes gains from the sale of vessels and
from discontinued operations. The Board of Directors at its discretion may
approve adjustments, upward or downward, to operating income for the purpose of
establishing bonus pool funding.

The CEO establishes: (1) the performance goals which must be achieved in order
for each participant to actually be paid a bonus award; and (2) as he deems
appropriate, a formula or table for calculating a participant's bonus award,
depending upon how actual performance compares to the preestablished performance
goals. A participant's bonus award will increase or decrease as actual
performance increases or decreases. The CEO also determines the periods for
measuring


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actual performance (the "performance period"). The CEO may set performance
periods and performance goals, which differ from participant to participant.

DETERMINATION OF ACTUAL AWARDS

After the end of each performance period, a determination will be made by the
CEO as to the extent to which the performance goals applicable to each
participant were achieved or exceeded. The actual bonus award (if any) for each
participant will be determined by applying the formula to the level of actual
performance which was achieved. However, the CEO retains discretion to increase,
eliminate or reduce the actual bonus award which otherwise would be payable
under the applicable formula. Awards under the Bonus Plan generally will be
payable in cash within a reasonable period after the performance period during
which the award was earned.

AMENDMENT AND TERMINATION OF THE BONUS PLAN

The Board of Directors may amend or terminate the Bonus Plan at any time and for
any reason.