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                                                                    EXHIBIT 10.1

                          EXECUTIVE SEVERANCE AGREEMENT

      AGREEMENT between Yellow Corporation, a Delaware corporation ("Yellow")
and [executive] (the "Executive"),

      WITNESSETH:

      WHEREAS, the Compensation Committee of the Board of Directors (the
"Board") of Yellow has recommended, and the Board has approved, Yellow entering
into severance agreements with key executives of Yellow and its Subsidiaries
(hereinafter sometimes collectively referred to as the "Corporation"; and

      WHEREAS, the Executive is a key executive of Yellow or one of its
subsidiaries and has been selected by the Board as a key executive; and

      WHEREAS, should Yellow receive any proposal from a third person concerning
a possible Business Combination with, or acquisition of equity securities of,
Yellow, the Board believes it important that the Corporation and the Board be
able to rely upon the Executive to continue in his position, and that Yellow
have the benefit of the Executive performing his duties without his being
distracted by the personal uncertainties and risks created by such a proposal;

      NOW, THEREFORE, the parties agree as follows:

      1.    Definitions.

      (a)   "Business Combination" means any transaction which is referred to in
            any one or more of clauses (a) through (e) of Section 1 of
            Subparagraph A of Article Seventh of the Certificate of
            Incorporation of Yellow Corporation.

      (b)   "Cause" means conviction of a felony involving moral turpitude by a
            court of competent jurisdiction, which is no longer subject to
            direct appeal, or an adjudication by a court of competent
            jurisdiction, which is no longer subject to direct appeal, that the
            Executive is mentally incompetent or that he is liable for willful
            misconduct in the performance of his duty to the Corporation which
            is demonstrably and materially injurious to the Corporation.

      (c)   "Change of Control," for the purposes of this Agreement, shall be
            deemed to have taken place if: (i) a third person, including a
            "group" as defined in Section 13(d)(3) of the Securities Exchange
            Act of 1934, purchases or otherwise acquires shares of the
            Corporation after the date hereof and as a result thereof becomes
            the beneficial owner of shares of the Corporation having 20% or more
            of the total number of votes that may be cast for election of
            directors of Yellow; or (ii) as the result of, or in connection with
            any cash tender or exchange offer, merger or other Business
            Combination, or contested election, or any combination of the
            foregoing transactions, the Continuing Directors shall cease to
            constitute a majority of the Board of Directors of Yellow or any
            successor to Yellow.

      (d)   "Continuing Director" means a director of Yellow who meets the
            definition of Continuing Director contained in Section 7 of
            Subparagraph C of Article Seventh of the Certificate of
            Incorporation of Yellow Corporation.

      (e)   "Corporation" means Yellow Corporation and its subsidiaries.

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      (f)   "Normal Retirement Age" means the last day of the calendar month in
            which the Executive's 65th birthday occurs.

      (g)   "Permanent Disability" means a physical or mental condition which
            permanently renders the Executive incapable of exercising the duties
            and responsibilities of the position he held immediately prior to
            any Change of Control.

      (h)   "Subsidiary" means any domestic or foreign corporation, a majority
            of whose shares normally entitled to vote in electing directors is
            owned directly or indirectly by Yellow or by other Subsidiaries.

      2.    Services During Certain Events. In the event a third person begins a
            tender or exchange offer, circulates a proxy to shareholders, or
            takes other steps seeking to effect a Change of Control (as herein
            defined), the Executive agrees that he will not voluntarily leave
            the employ of the Corporation without the consent of the
            Corporation, and will render the services contemplated in the
            recitals to this Agreement, until the third person has abandoned or
            terminated his or its efforts to effect a Change of Control or until
            90 days after a Change of Control has occurred. In the event the
            Executive fails to comply with the provisions of this paragraph, the
            Corporation will suffer damages which are difficult, if not
            impossible, to ascertain. Accordingly, should the Executive fail to
            comply with the provisions of this paragraph, the Corporation shall
            retain the amounts which would otherwise be payable to the Executive
            hereunder as fixed, agreed and liquidated damages but shall have no
            other recourse against the Executive.

      3.    Termination After Change of Control. "Termination" shall include
            (a) termination by the Corporation of the employment of the
            Executive with the Corporation within two years after a Change of
            Control for any reason other than death, Permanent Disability,
            retirement at or after his Normal Retirement Age, or Cause or (b)
            resignation of the Executive after the occurrence of any of the
            following events within two years after a Change of Control of
            Yellow:

      a)    An adverse change of the Executive's title or a reduction or adverse
            change in the nature or scope of the Executive's authority or duties
            from those being exercised and performed by the Executive
            immediately prior to the Change of Control.

      b)    A transfer of the Executive to a location which is more than 35
            miles away from the location where the Executive was employed
            immediately prior to the Change of Control.

      c)    Any reduction in the rate of the Executive's annual salary below his
            rate of annual salary immediately prior to the Change of Control.

      d)    Any reduction in the level of the Executive's fringe benefits or
            bonus below a level consistent with the Corporation's practice prior
            to the Change of Control.

      4.    Termination of Payments. In the event of a Termination, as defined
            in Paragraph 3, Yellow shall provide to the Executive the following
            benefits:

      a)    Yellow shall pay to the Executive on or before the Executive's last
            day of employment with the Corporation, as additional compensation
            for services

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            rendered to the Corporation, a lump sum cash amount (subject to the
            minimum applicable federal, state or local lump sum withholding
            requirements, if any, unless the Executive requests that a greater
            amount be withheld) equal to two times the highest base salary and
            bonuses paid or payable to the Executive by the Corporation with
            respect to any 12 consecutive month period during the three years
            ending with the date of the Executive's Termination. In the event
            there are fewer than 120 whole or partial months remaining from the
            date of the Executive's Termination to his Normal Retirement Age,
            the Executive shall be paid three times such highest base salary and
            bonuses.

      b)    During the "Applicable Period" (as hereinafter defined), following
            the Executive's Termination, the Executive shall be deemed to remain
            an employee of the Corporation for purposes of the applicable
            medical, life insurance and long-term disability plans and programs
            covering key executives of the Corporation and shall be entitled to
            receive the benefits available to key executives thereunder,
            provided, however, that in the event the Executive's participation
            in any such employee benefit plan or program is barred, the
            Corporation shall arrange to provide the Executive with
            substantially similar benefits. For purposes of this Agreement, the
            "Applicable Period" shall mean (i) if there are fewer than 120 whole
            or partial months remaining from the date of the Executive's
            Termination to his Normal Retirement Date, three years, or (ii) if
            subclause (i) above is not applicable, two years.

      c)    The Executive shall be entitled to the Gross-Up Payment, if any,
            described in Paragraph 6.

      5.    Stock-Out of Options. In the event of a Change of Control, the
            Executive shall receive in exchange for his non-qualified stock
            options and incentive stock options granted by the Corporation which
            are outstanding on the date of the Change of Control, common stock
            of Yellow (or, if Yellow or its successor becomes a subsidiary of
            another company, common stock of such other company) having a fair
            market value equal to the fair market value of such stock options on
            the effective date of the Change of Control (such value to be
            determined by an independent accounting firm retained by Yellow
            using a Black-Scholes based pricing formula without giving
            consideration to the lack of transferability and the risk of
            forfeiture). Such options shall thereupon terminate. For as long as
            this Agreement shall be in effect, the provisions of this Paragraph
            5 shall be deemed to have amended the terms of any and all existing
            option agreements between the Executive and the Corporation except
            any option agreements representing incentive stock options
            outstanding on the date of this Agreement.

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      6.    Additional Payments by Yellow.

      a)    Gross-Up Payment. In the event it shall be determined that any
            payment or benefit of any type by the Corporation to or for the
            benefit of the Executive, whether paid or payable or distributed or
            distributable pursuant to the terms of this Agreement or otherwise
            (determined without regard to any additional payments required under
            this Paragraph 6) (the "Total Payments") would be subject to the
            excise tax imposed by Section 4999 of the Internal Revenue Code of
            1986, as amended (the "Code") (or any similar tax that may hereafter
            be imposed) or any interest or penalties with respect to such excise
            tax (such excise tax, together with any such interest and penalties,
            are collectively referred to as the "Excise Tax"), then the
            Executive shall be entitled to receive an additional payment (a
            "Gross-Up Payment") in an amount such that after payment by the
            Executive of all taxes (including any interest or penalties imposed
            with respect to such taxes), including any Excise Tax, imposed upon
            the Gross-up Payment, the Executive retains an amount of the
            Gross-Up Payment equal to the Excise Tax imposed upon the Total
            Payments. Payment of the Gross-Up Payment shall be made promptly
            following the determination by the Accounting Firm as described in
            subparagraph (b) of this Paragraph 6 or in accordance with
            subparagraph (c) of this Paragraph 6.

      b)    Determination by Accountant. All determinations required to be made
            under this Paragraph 6, including whether a Gross-Up Payment is
            required and the amount of such Gross-Up Payment, shall be made by
            an independent accounting firm retained by Yellow (the "Accounting
            Firm"), which shall provide detailed supporting calculations both to
            Yellow and the Executive within 15 business days of the date of
            Termination, if applicable, or such earlier time as is requested by
            Yellow. If the Accounting Firm determines that no Excise Tax is
            payable by the Executive, it shall furnish the Executive with an
            opinion that he has substantial authority not to report any Excise
            Tax on his federal income tax return. Any determination by the
            Accounting Firm shall be binding upon Yellow and the Executive. As a
            result of the uncertainty in the application of Section 4999 of the
            Code at the time of the initial determination by the Accounting Firm
            hereunder, it is possible that Gross-Up Payments which will not have
            been made by Yellow should have been made ("Underpayment")
            consistent with the calculations required to be made hereunder. In
            the event that Yellow exhausts its remedies pursuant to subparagraph
            (c) of this Paragraph 6 and the Executive thereafter is required to
            make a payment of any Excise Tax, the Accounting Firm shall
            determine the amount of the Underpayment that has occurred and any
            such Underpayment shall be promptly paid by Yellow to or for the
            benefit of the Executive. Yellow shall promptly pay all expenses of
            the Accounting Firm pursuant to this Paragraph 6.

      c)    Notification Required. The Executive shall notify Yellow in writing
            of any claim by the Internal Revenue Service that, if successful,
            would require the payment by Yellow of the Gross-Up Payment, Such
            notification shall be given as soon as practicable but no later than
            ten business days after the Executive knows of such claim and shall
            apprise Yellow of the nature of such claim and the date on which
            such claim is requested to be paid. The Executive shall not pay
            such claim prior to the expiration of the thirty-day period
            following the date on which it gives such notice to Yellow (or such
            shorter period ending on the date that any payment of taxes with
            respect to such claim is due). If Yellow notifies the

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            Executive in writing prior to the expiration of such period that it
            desires to contest such claim, the Executive shall:

                  (i)   give Yellow any information reasonably requested by
                        Yellow relating to such claim,

                  (ii)  take such action in connection with contesting such
                        claim as Yellow shall reasonably request in writing from
                        time to time, including, without limitation, accepting
                        legal representation with respect to such claim by an
                        attorney reasonably selected by Yellow,

                  (iii) cooperate with Yellow in good faith in order to
                        effectively contest such claim,

                  (iv)  permit Yellow to participate in any proceedings relating
                        to such claim, provided, however, that Yellow shall bear
                        and pay directly all costs and expenses (including
                        additional interest and penalties) incurred in
                        connection with such contest and shall indemnify and
                        hold the Executive harmless, on an after-tax basis, for
                        any Excise Tax or income tax, including interest and
                        penalties with respect thereto, imposed as a result of
                        such representation and payment of costs and expenses.
                        Without limitation on the foregoing provisions of this
                        subparagraph (c), Yellow shall control all proceedings
                        taken in connection with such contest and, at its sole
                        option, may pursue or forego any and all administrative
                        appeals, proceedings, hearings and conferences with the
                        taxing authority in respect of such claim and may, at
                        its sole option, either direct the Executive to pay the
                        tax claimed and sue for a refund, or contest the claim
                        in any permissible manner, and the Executive agrees to
                        prosecute such contest to a determination before any
                        administrative tribunal, in a court of initial
                        jurisdiction and in one or more appellate courts, as
                        Yellow shall determine; provided, however, that if
                        Yellow directs the Executive to pay such claim and sue
                        for a refund, Yellow shall advance the amount of such
                        payment to the Executive, on an interest-free basis and
                        shall indemnify and hold the Executive harmless, on an
                        after-tax basis, from any Excise Tax or income tax,
                        including interest or penalties with respect thereto,
                        imposed with respect to such advance or with respect to
                        any imputed income with respect to such advance; and
                        further provided that any extension of the statute of
                        limitations relating to payment of taxes for the taxable
                        year of the Executive with respect to which such
                        contested amount is claimed to be due is limited
                        solely to such contested amount. Furthermore, Yellow's
                        control of the contest shall be limited to issues with
                        respect to which a Gross-Up Payment would be payable
                        hereunder and the Executive shall be entitled to settle
                        or contest, as the case may be, any other issue raised
                        by the Internal Revenue Service or any other taxing
                        authority.

      d)    Repayment. If, after the receipt by the Executive of an amount paid
            or advanced by Yellow pursuant to this Paragraph 6, the Executive
            becomes

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            entitled to receive any refund with respect to such claim, the
            Executive shall (subject to Yellow's complying with the requirements
            of this Paragraph 6), promptly pay to Yellow the amount of such
            refund (together with any interest paid or credited thereon after
            taxes applicable thereto). If, after the receipt by the Executive of
            an amount paid or advanced by Yellow pursuant to this Paragraph 6, a
            determination is made that the Executive shall not be entitled to
            any refund with respect to such claim and Yellow does not notify the
            Executive in writing of its intent to contest such denial of refund
            prior to the expiration of thirty days after such determination,
            then such payment or advance shall be forgiven and shall not be
            required to be repaid and the amount of such payment or advance
            shall offset, to the extent thereof, the amount of Gross-Up Payment
            required to be paid.

      7.    General.

      a)    Arbitration. Any dispute between the parties hereto arising out of,
            in connection with, or relating to this Agreement or the breach
            thereof shall be settled by arbitration in Overland Park, Kansas, in
            accordance with the rules then in effect of the American Arbitration
            Association ("AAA"). Arbitration shall be the exclusive remedy for
            any such dispute except only as to failure to abide by an
            arbitration award rendered hereunder. Regardless of whether or not
            both parties hereto participate in the arbitration proceeding, any
            arbitration award rendered hereunder shall be final and binding on
            each party hereto and judgment upon the award rendered may be
            entered in any court having jurisdiction thereof.

            The party seeking arbitration shall notify the other party in
            writing and request the AAA to submit a list of 5 or 7 potential
            arbitrators. In the event the parties do not agree upon an
            arbitrator, each party shall, in turn, strike an arbitrator from the
            list, the Corporation having the first strike, until only one
            arbitrator remains, who shall arbitrate the dispute. The arbitration
            hearing shall be conducted within 30 days of the selection of an
            arbitrator or at the earliest date thereafter that the arbitrator is
            available.

      b)    Indemnification. If arbitration occurs as provided for herein and
            the Executive is awarded more than the Corporation has asserted is
            due him or otherwise substantially prevails therein, the Corporation
            shall reimburse the Executive for his reasonable attorneys' fees,
            costs and disbursements incurred in such arbitration and hereby
            agrees to pay interest on any money award obtained by the Executive
            from the date payment should have been made until the date payment
            is made, calculated at the prime interest rate of NationsBank, N.A.,
            Kansas City, Missouri, in effect from time to time from the date
            that payment(s) to him should have been made under this Agreement.
            If the Executive enforces the arbitration award in court, the
            Corporation shall reimburse the Executive for his reasonable
            attorneys' fees, costs and disbursements incurred in such
            enforcement.

      c)    Payment Obligations Absolute. Yellow's obligation to pay the
            Executive the compensation and to make the arrangements provided
            herein shall be absolute and unconditional and shall not be affected
            by any circumstance, including, without limitation, any setoff,
            counterclaim, recoupment, defense or other right which the
            Corporation may have against him or anyone else, except as provided
            in paragraph 2 hereof. All amounts payable by Yellow hereunder
            shall be paid


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            without notice or demand. Each and every payment made hereunder by
            Yellow shall be final and Yellow will not seek to recover all or any
            part of such payment from the Executive or from whosoever may be
            entitled thereto, for any reason whatsoever. The Executive shall not
            be obligated to seek other employment in mitigation of the amounts
            payable or arrangements made under any provision of this Agreement,
            and the obtaining of any such other employment shall in no event
            affect any reduction of Yellow's obligations to make the payments
            required to be made under this Agreement.

      d)    Continuing Obligations. The Executive shall retain in confidence any
            confidential information known to him concerning the Corporation and
            its respective businesses until such information is publicly
            disclosed.

      e)    Successors. This Agreement shall be binding upon and insure to the
            benefit of the Executive and his estate and the Corporation and any
            successor of the Corporation, but neither this Agreement nor any
            rights arising hereunder may be assigned or pledged by the
            Executive.

      f)    Severability. Any provision in this Agreement which is prohibited or
            unenforceable in any jurisdiction shall, as to such jurisdiction, be
            ineffective only to the extent of such prohibition or
            unenforceability without invalidating or affecting the remaining
            provisions hereof, and any such prohibition or unenforceability in
            any jurisdiction shall not invalidate or render unenforceable such
            provision in any other jurisdiction.

      g)    Controlling Law. This Agreement shall in all respects be governed by
            and construed in accordance with the laws of the State of Delaware.

      h)    Termination. This Agreement shall terminate if a majority of the
            Continuing Directors determines that the Executive is no longer a
            key executive and so notifies the Executive; except that such
            determination shall not be made, and if made shall have no effect,
            (i) within two years after the Change of Control in question or (ii)
            during any period of time when Yellow has knowledge that any third
            person has taken steps reasonably calculated to effect a Change of
            Control until, in the opinion of a majority of the Continuing
            Directors the third person has abandoned or terminated his efforts
            to effect a Change of Control. Any decision by a majority of the
            Continuing Directors that the third person has abandoned or
            terminated his efforts to effect a Change of Control shall be
            conclusive and binding on the Executive.

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      IN WITNESS WHEREOF, the parties have executed this Agreement on
the________ day of __________, _______.

EXECUTIVE:                                              YELLOW CORPORATION


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                                                        ATTEST:


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