[letterhead]
Lutin & Company
575 Madison Avenue
New York, New York 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
May 7, 2004
By telecopier: 510-251-7601
Mr. Philip E. Bowles;
Ms. Molly M. Crowley;
Mr. Thomas B. Crowley, Jr.;
Mr. Gary L. Depolo;
Mr. Earl T. Kivett;
Mr. William A. Pennella;
Mr. Leland S. Prussia; and
Mr. Cameron W. Wolfe, Jr.
c/o Crowley Maritime Corporation
155 Grand Avenue
Oakland, California 94612
To the members of the board of directors:
Understanding that you were to be reviewing the shareholder
“Forum” described in my April 26th letter to Mr. Crowley, I will
welcome your suggestions to make it as useful as possible to the board.
The first issues to be addressed by the Forum will necessarily
be those requiring immediate attention in relation to voting decisions at
the May 20th annual meeting. Shareholders should understand why
you think the proposed “2004 Management Incentive Plan” will benefit them,
and why you think they can rely on your director candidates – each of you –
to serve as fiduciaries for their interests. Specifically, they may
appreciate your responses to the concerns raised by the proxy advisor Glass
Lewis & Co., which recommended voting against the Incentive Plan and four of
your eight director candidates. Any explanations, either from the board or
from individual directors, will be welcomed.
Although there is very little time before this year’s annual
meeting, I hope you will be able to present your views in public statements
or SEC filings for shareholders to consider before they vote. Your
responses will of course be promptly distributed to Forum participants and
posted on the program’s web site (www.shareholderforum.com).
Sincerely yours,
Gary Lutin
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