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                                                                   EXHIBIT 10.4


                          CROWLEY MARITIME CORPORATION

                         2001 MANAGEMENT INCENTIVE PLAN

                  (AS ADOPTED AND EFFECTIVE DECEMBER 13, 2001)


1.       PURPOSE

The purpose of this Plan is to motivate and reward eligible employees for good
performance by making a proportion of their compensation dependent on the
achievement of certain Performance Goals related to the performance of Crowley
Maritime Corporation (the "Company") and its operating units, as the case may
be. This Plan is designed to ensure that the cash bonus incentives and awards
under the Company's Deferred Compensation Plan (DCP) paid hereunder to executive
officers of the Company are deductible under Section 162(m) of the Internal
Revenue Code of 1986, as amended, and the regulations and interpretations
promulgated thereunder (the "Code").

2.       PARTICIPANTS

The participants in this Plan shall be employees of the Company, as determined
by the Committee.

3.       THE COMMITTEE

The Committee shall consist of at least two outside directors of the Company
that satisfy the requirements of Code Section 162(m). The Committee shall have
the sole discretion and authority to administer and interpret this Plan in
accordance with Code Section 162(m). Unless the Board of Directors ("Board")
provides otherwise, the Compensation Committee shall be the Committee.

4.       AMOUNT OF BONUS AND/OR DCP AWARD

A participant's bonus payment and/or DCP award, if any, is based on (i) an
individual target set by the Committee in writing with respect to the
Performance Period and (ii) the Performance Goal or Goals for the Performance
Period (increased or decreased, in each case in accordance with factors adopted
by the Committee with respect to the Performance Period that relate to unusual
items). The Committee may also reduce an individual's maximum bonus calculated
under the preceding formula in its sole discretion. This Plan's Performance
Goals may include: (i) operating income as a percentage of revenue; (ii)
earnings before interest and taxes, (iii) earnings before interest, taxes,
depreciation and amortization; (iv) net income; (v) operating cash flow; (vi)
return on assets; (vii) return on equity; (viii) return on sales; and (ix)
revenue, each with respect to the Company and/or any operating unit(s) of the
Company, as determined by the Committee in its sole discretion. The Committee
may also establish additional individual Performance Goals. A "Performance
Period" shall be with respect to a participant, any fiscal period of the Company
not exceeding thirty-six (36) months, as determined by the Committee in its sole
discretion. Bonuses to be paid to participants who are not subject to the
limitations of Section 162(m) may take into account other factors. The
Committee, in its sole discretion, may permit a participant to defer receipt of
cash that would otherwise be delivered to the participant under this Plan. Any
such deferral elections shall be subject to such rules and procedures as
determined by the Committee in its sole discretion. The selection and adjustment
of applicable



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Performance Goals, and the establishment of targets, shall occur in compliance
with the rules of Code Section 162(m).

5.       PAYMENT OF BONUS AND/OR DCP AWARD

Subject to the Committee's discretion, the payment of a bonus and/or DCP award
generally requires that the participant be on the Company's payroll as of the
date the bonus is to be paid. The Committee may make exceptions to this
requirement in the case of retirement, death or disability, as determined by the
Committee in its sole discretion. Bonus payments may be made in cash. DCP awards
shall be made in conformity with the Deferred Compensation Plan. No bonus or DCP
award shall be paid unless and until the Committee certifies in writing the
extent to which the Performance Goal(s) applicable to a participant have been
achieved or exceeded. The Committee may establish different Performance Periods
for different participants, and the Committee may establish concurrent or
overlapping Performance Periods.

6.       AMENDMENT AND TERMINATION

The Board of Directors reserves the right to amend or terminate this Plan at any
time with respect to future services of covered individuals. Plan amendments
will require stockholder approval only to the extent required by applicable law.

7.       LEGAL CONSTRUCTION

Except where otherwise indicated by the context, any masculine term used herein
also shall include the feminine; the plural shall include the singular and the
singular shall include the plural. In the event any provision of this Plan shall
be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of this Plan, and this Plan shall be construed
and enforced as if the illegal or invalid provision had not been included. The
granting of awards under this Plan shall be subject to all applicable laws,
rules and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required. This Plan and all awards shall
be construed in accordance with and governed by the laws of the State of
California, but without regard to its conflict of law provisions. Captions are
provided herein for convenience only, and shall not serve as a basis for
interpretation or construction of this Plan.

8.       EXECUTION

IN WITNESS WHEREOF, Crowley Maritime Corporation, by its duly authorized
officer, has executed the Plan as the date indicated below.

                                    CROWLEY MARITIME CORPORATION



                                    By__________________________________
                                           Its Secretary



                                    Dated:_______________________________





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