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                                                                   EXHIBIT (10b)


                              EMPLOYMENT AGREEMENT


         AGREEMENT, made this 20th day of April, 2000, by and between Yellow
Corporation, a Delaware corporation ("Yellow"), and Herbert A. Trucksess, III
(the "Executive").

                                   WITNESSETH

         WHEREAS, the Board of Directors of Yellow has approved the employment
of the Executive on the terms and conditions set forth in this Agreement; and

         WHEREAS, the Executive is willing, for the consideration provided, to
enter into employment with Yellow on the terms and conditions set forth in this
Agreement;

         NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:

         1.  Employment. Yellow hereby agrees to employ the Executive, and the
             Executive hereby accepts such employment, upon the terms and
             conditions set forth in this Agreement.

         2.  Term. The term of this Agreement shall be for two (2) years from
             the date hereof (the "Effective Date"), with said term renewing
             daily, and ending on the date of termination of the Executive's
             employment determined pursuant to Section 5, 6, 7, 9 or 10,
             whichever shall be applicable.


         3.  Position and Duties. The Executive shall serve as President,
             Regional Carrier Group, and shall have such responsibilities and
             authority as commensurate with such offices and as may from time to
             time be prescribed by or pursuant to Yellow's bylaws. The Executive
             shall devote



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             substantially all of his working time and efforts to the business
             and affairs of Yellow.

         4.  Compensation. During the period of the Executive's employment,
             Yellow shall provide the Executive with the following compensation
             and other benefits:

             (a) Base Salary. Yellow shall pay to the Executive base salary at
                 the rate of $350,000 per annum, retroactive to February 1,
                 2000, which shall be payable in accordance with the standard
                 payroll practices of Yellow. Such base salary rate shall be
                 reviewed annually in accordance with Yellow's normal policies
                 beginning in calendar year 2001; provided, however, that at no
                 time during the term of this Agreement shall the Executive's
                 base salary be decreased from the rate then in effect except
                 (i) in connection with across-the-board reductions similarly
                 affecting substantially all senior executives of Yellow or (ii)
                 with the written consent of the Executive.


             (b) Annual Bonus. The Executive shall participate in a bonus
                 program established and maintained by Yellow pursuant to which
                 a threshold award for each fiscal year is 13.75% of the
                 Executive's base salary; a target award is 55% of base salary;
                 and a maximum award is 110% of base salary in respect of each
                 fiscal year of Yellow commencing with 2000, provided that any
                 payment under such award shall be conditioned upon satisfaction
                 of the threshold. The criteria for establishment of the
                 threshold and




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                 target and the parameters for payments at, above or below the
                 target shall be determined annually by the Compensation
                 Committee of the Board of Directors of Yellow. At least 80% of
                 the criteria established by the Compensation Committee which
                 would result in a payment of 55% of base salary to the
                 Executive shall be based on specific measurements of financial
                 performance of Yellow during the applicable fiscal year and the
                 remaining percentage may be based on non-financial criteria.


             (c) Stock Options. Yellow has previously granted to Executive
                 options to purchase 290,000 shares of Common Stock of Yellow in
                 five separate grants, each grant having an option term of ten
                 years and an option price per share equal to the closing price
                 of a share of Common Stock of Yellow as reported on the NASDAQ
                 National Market System on the date of each grant, and each
                 grant vesting over four years in equal annual installments.
                 With respect to succeeding years, the Compensation Committee of
                 the Board of Directors of Yellow shall determine the number of
                 stock options, if any, to be granted to the Executive and the
                 terms and conditions of any such options.


             (d) Supplemental Retirement Benefits. Yellow shall provide
                 Executive with supplemental retirement benefits in accordance
                 with this subsection (d) and Appendix A pursuant to which the
                 Executive shall receive from Yellow upon his termination of
                 employment with Yellow, the difference between (i) the monthly
                 benefit that



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                 he would have received under Section 4.4 of the Yellow Freight
                 Office, Clerical, Sales and Supervisory Personnel Pension Plan
                 (the "Pension Plan") (calculated as a single life annuity
                 payable commencing at his Normal Retirement Date as defined
                 under the Pension Plan with an actuarial reduction if payment
                 commences prior to his Normal Retirement Date) using 16 years
                 of Credited Service as defined under the Pension Plan plus his
                 actual Credited Service credited under the Pension Plan from
                 June 1, 1994, the date of Executive's commencement of
                 employment with Yellow and using Compensation as defined in
                 Section 2.1(h) (2) of the Pension Plan, but without any
                 reduction under Section 401(a) (17) of the Internal Revenue
                 Code of 1986, as amended (the "Code") and (ii) the monthly
                 benefit actually payable to the Executive under Section 4.4 of
                 the Pension Plan, calculated at the time the Executive
                 commences payment of a Vested Pension under the Pension Plan.
                 Following the termination of Executive's employment, the
                 supplemental retirement benefit described in this subsection
                 (d) shall be payable no sooner than the earliest date of
                 Executive's eligibility to receive retirement benefits under
                 the Plan measured from his date of termination with Executive
                 having the option of deciding when to commence payments
                 following achieving such eligibility, subject to actuarial
                 reduction for payments commencing prior to Executive's Normal
                 Retirement Date, and shall continue until the Executive's
                 death. Upon the



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                 Executive's death, if at the time of his death payments had
                 already commenced under this Supplemental Retirement Benefit
                 and if he is survived by and still married to the person who
                 was his spouse on June 1, 1994, the monthly supplemental
                 retirement benefit payable to the Executive during his life
                 shall continue to said surviving spouse until her death. If at
                 the time of his death, the Executive had not yet qualified for
                 payment of a retirement benefit under the Pension Plan or if
                 Executive had qualified but payments had not yet commenced, if
                 he is survived by and still married to the person who was his
                 spouse on June 1, 1994, the Supplemental Retirement Benefit
                 shall be payable to said spouse no sooner than the earliest
                 date that Executive would have been eligible to receive
                 retirement benefits under the Plan measured from his date of
                 death with said spouse having the option of deciding when to
                 commence payments following the date that Executive would have
                 achieved such eligibility, subject to actuarial reduction for
                 payments commencing prior to the date that Executive would have
                 reached his Normal Retirement Date, and shall continue to said
                 surviving spouse until her death. If the Executive at the time
                 of his death is neither survived by or not married to the
                 person who was his spouse on June 1, 1994, no further
                 supplemental retirement benefits shall be payable under this
                 subsection (d) following his death. The Executive acknowledges
                 that these supplemental retirement benefits are an



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                 element of the compensation to be paid for his services and not
                 an unfunded plan of deferred compensation within the meaning of
                 Section 201 of the Employee Retirement Income Security Act, as
                 amended.

             (e) Other Benefits. In addition to the compensation and benefits
                 otherwise specified in this Agreement, the Executive (and, if
                 provided for under the applicable plan or program, his spouse)
                 shall be entitled to participate in, and to receive benefits
                 under, Yellow's employee benefit plans and programs that are or
                 may be available to senior executives generally and on terms
                 and conditions that are no less favorable than those generally
                 applicable to other senior executives of Yellow. At no time
                 during the term of this Agreement shall the Executive's
                 participation in or benefits received under such plans and
                 programs be decreased except (i) in connection with
                 across-the-board reductions similarly affecting substantially
                 all senior executives of Yellow or (ii) with the written
                 consent of the Executive.

             (f) Expenses. The Executive shall be entitled to prompt
                 reimbursement of all reasonable expenses incurred by him in
                 performing services hereunder, provided he properly accounts
                 therefore in accordance with Yellow's policies.

             (g) Office and Services Furnished. Yellow shall furnish the
                 Executive with office space, secretarial assistance and such
                 other facilities



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                 and services as shall be suitable to the Executive's position
                 and adequate for the performance of his duties hereunder.

         5.  Termination of Employment by Yellow.

             (a) Cause. Yellow may terminate the Executive's employment for
                 Cause if the Executive willfully engages in conduct which is
                 materially and demonstrably injurious to Yellow or if the
                 Executive willfully engages in an act or acts of dishonesty
                 resulting in material personal gain to the Executive at the
                 expense of Yellow. Yellow shall exercise its right to terminate
                 the Executive's employment for Cause by (i) giving him written
                 notice of termination at least 30 days before the date of such
                 termination specifying in reasonable detail the circumstances
                 constituting such Cause; and (ii) delivering to the Executive a
                 copy of a resolution duly adopted by the affirmative vote of
                 not less than a majority of the entire membership of the Board
                 of Directors after reasonable notice to the Executive and an
                 opportunity for the Executive and his counsel to be heard
                 before the Board of Directors, finding that the Executive has
                 engaged in the conduct set forth in this subsection (a). In the
                 event of such termination of the Executive's employment for
                 Cause, the Executive shall be entitled to receive (i) his base
                 salary pursuant to Section 4(a) and any other compensation and
                 benefits to the extent actually earned pursuant to this
                 Agreement or any benefit plan or program of Yellow as of the
                 date of such termination at the normal time for



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                 payment of such salary, compensation or benefits, but not
                 including the Supplemental Retirement Benefit described in
                 Section 4(d), and (ii) any amounts owing under Section 4 (f).
                 In addition, in the event of such termination of the
                 Executive's employment for Cause, all outstanding options held
                 by the Executive at the effective date of such termination
                 which had not already been exercised shall be forfeited. Except
                 as provided in Section 11, the Executive shall receive no other
                 compensation or benefits from Yellow.

             (b) Disability. If the Executive incurs a Permanent and Total
                 Disability, as defined below, Yellow may terminate the
                 Executive's employment by giving him written notice of
                 termination at least 30 days before the date of such
                 termination. In the event of such termination of the
                 Executive's employment because of Permanent and Total
                 Disability, (i) the Executive shall be entitled to receive his
                 base salary pursuant to Section 4(a) and any other compensation
                 and benefits to the extent actually earned by the Executive
                 pursuant to this Agreement or any benefit plan or program of
                 Yellow as of the date of such termination of employment at the
                 normal time for payment of such salary, compensation or
                 benefits, including specifically the Supplemental Retirement
                 Benefit described in Section 4(d), and any amounts owing under
                 Section 4(f), and (ii) all outstanding stock options held by
                 the Executive at the time of his termination of



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                 employment shall become immediately exercisable at that time,
                 and the Executive shall have one year from the date of such
                 termination of employment to exercise any or all of such
                 outstanding options (but not beyond the term of such option).
                 For purposes of this Agreement, the Executive shall be
                 considered to have incurred a Permanent and Total Disability if
                 he is unable to engage in any substantial gainful employment by
                 reason of any materially determinable physical or mental
                 impairment which can be expected to result in death or which
                 has lasted or can be expected to last for a continuous period
                 of not less than 12 months. The existence of such Permanent and
                 Total Disability shall be evidenced by such medical
                 certification as the Secretary of Yellow shall require and
                 shall be subject to the approval of the Compensation Committee
                 of the Board of Directors of Yellow.

             (c) Without Cause. Yellow may terminate the Executive's employment
                 at any time and for any reason, other than for Cause or because
                 of Permanent and Total Disability, by giving him a written
                 notice of termination to that effect at least 30 days before
                 the date of termination. In the event of such termination of
                 the Executive's employment without Cause, the Executive shall
                 be entitled to the benefits described in Section 8.

         6.  Termination of Employment by the Executive.

             a.  Good Reason. The Executive may terminate his employment for
                 Good Reason by giving Yellow a written notice of
                 termination at




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                 least 30 days before the date of such termination specifying in
                 reasonable detail the circumstances constituting such Good
                 Reason. In the event of the Executive's termination of his
                 employment for Good Reason, the Executive shall be entitled to
                 the benefits described in Section 8. For purposes of this
                 Agreement, Good Reason shall mean the failure of Yellow in any
                 material way either (i) to pay or provide to the Executive the
                 compensation and benefits that he is entitled to receive
                 pursuant to this Agreement by the later of (A) 60 days after
                 the applicable due date or (B) 30 days after the Executive's
                 written demand for payment, or (ii) to maintain the titles,
                 positions and duties of the Executive commensurate with those
                 titles and positions and as required by this Agreement except
                 with the Executive's written consent, or (iii) Executive's
                 receipt of notice from Yellow of the cut-off of the automatic
                 renewal of the term of this Agreement as described in Section 2
                 above.

             b.  Other. The Executive may terminate his employment at any time
                 and for any reason, other than pursuant to subsection (a)
                 above, by giving Yellow a written notice of termination to that
                 effect at least 30 days before the date of termination. In the
                 event of the Executive's termination of his employment pursuant
                 to this subsection (b), the Executive shall be entitled to
                 receive (i) his base salary pursuant to Section 4(a) and any
                 other compensation and benefits to the extent actually earned
                 by the Executive




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                 pursuant to this Agreement or any benefit plan or program of
                 Yellow as of the date of such termination at the normal time
                 for payment of such salary, compensation or benefits including
                 specifically the Supplemental Retirement Benefit described in
                 Section 4(d), and (ii) any amounts owing under Section 4(f). In
                 the event of the Executive's termination of his employment
                 pursuant to this subsection (b), all outstanding options held
                 by the Executive not previously exercised by the date of
                 termination shall be forfeited. Except as provided in Section
                 10, the Executive shall receive no other compensation or
                 benefits from Yellow.

         7.  Termination of Employment By Death. In the event of the death of
             the Executive during the course of his employment hereunder, (i)
             the Executive's estate shall be entitled to receive his base salary
             pursuant to Section 4(a) and any other compensation and benefits to
             the extent actually earned by the Executive pursuant to this
             Agreement or any other benefit plan or program of Yellow as of the
             date of such termination at the normal time for payment of such
             salary, compensation or benefits, and any amounts owing under
             Section 4(f), (ii) any death benefit due under the Pension Plan and
             any death benefit due under Section 4(d) shall be paid to the
             Executive's spouse as provided under Section 4(d) and (iii) all
             outstanding stock options held by the Executive at the time of his
             death shall become immediately exercisable upon his death, and the
             Executive's spouse or, if predeceased, the Executive's estate,
             shall have




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             one year from the date of his death to exercise any or all of such
             outstanding options (but not beyond the term of such option).

         8.  Benefits Upon Termination Without Cause or Good Reason If the
             Executive's employment with Yellow shall terminate (i) because of
             termination by Yellow pursuant to Section 5(c) and not for Cause or
             because of Permanent and Total Disability, or (ii) because of
             termination by the Executive for Good Reason pursuant to Section
             6(a), the Executive shall be entitled to the following:

             (a) Yellow shall pay to the Executive his base salary pursuant to
                 Section 4 (a) and, subject to the further provisions of this
                 Section 8, any other compensation and benefits to the extent
                 actually earned by the Executive under this Agreement or any
                 benefit plan or program of Yellow as of the date of such
                 termination at the normal time for payment of such salary,
                 compensation or benefits.

             (b) Yellow shall pay the Executive any amounts owing under Section
                 4(f).

             (c) Yellow shall pay to the Executive as a severance benefit an
                 amount equal to twice the sum of (i) his annual rate of base
                 salary immediately preceding his termination of employment, and
                 (ii) the target bonus payable pursuant to subsection (d) below.
                 Such severance benefit shall be paid in a lump sum within 30
                 days after the date of such termination of employment.

             (d) Yellow shall pay to the Executive his target bonus under
                 Yellow's target bonus plan for the fiscal year in which his
                 termination of


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                 employment occurs as if the target had been exactly met. Such
                 payment shall be made in a lump sum within 30 days after the
                 date of such termination of employment, and the Executive shall
                 have no right to any further bonuses under said program.

             (e) The Executive shall become eligible for payment of the
                 supplemental retirement benefits pursuant to Section 4(d), and
                 Yellow's nonqualified defined contribution plans. Payment of
                 benefits under such plans, and under the Pension Plan and
                 Yellow's qualified defined contribution plans, shall be made at
                 the time and in the manner determined under the applicable
                 plan.

             (f) During the period of 24 months beginning on the date of the
                 Executive's termination of employment, the Executive (and, if
                 applicable under the applicable program, his spouse) shall
                 remain covered by the employee benefit plans and programs that
                 covered him immediately prior to his termination of employment
                 as if he had remained in employment for such period, provided,
                 however, that there shall be excluded for this purpose any plan
                 or program providing payment for time not worked (including
                 without limitation holiday, vacation, and long- and short-term
                 disability). In the event that the Executive's participation in
                 any such employee benefit plan or program is barred, Yellow
                 shall arrange to provide the Executive with substantially
                 similar benefits. Any medical insurance coverage for such
                 two-year period pursuant to this subsection (f) shall become
                 secondary upon the earlier of (i)



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                 the date on which the Executive begins to be covered by
                 comparable medical coverage provided by a new employer, or (ii)
                 the earliest date upon which the Executive becomes eligible for
                 Medicare or a comparable Government insurance program.

             (g) All outstanding stock options held by the Executive at the time
                 of termination of his employment shall become fully exercisable
                 upon such termination of employment and may be exercised for
                 the balance of the term of such option.

             (h) If any payment or benefit received by or in respect of the
                 Executive under this Agreement or any other plan, arrangement
                 or agreement with Yellow (determined without regard to any
                 additional payments required under this subsection (h) and
                 Appendix B of this Agreement) (a "Payment") 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 are
                 incurred by the Executive with respect to such excise tax (such
                 excise tax, together with any such interest and penalties,
                 being hereinafter collectively referred to as the "Excise
                 Tax"), Yellow shall pay to the Executive with respect to such
                 Payment at the time specified in Appendix B an additional
                 amount (the "Gross-up Payment") such that the net amount
                 retained by the Executive from the Payment and the Gross-up
                 Payment, after reduction for any Excise Tax upon the payment
                 and any federal, state and local



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                 income and employment tax and Excise Tax upon the Gross-up
                 Payment, shall be equal to the Payment. The calculation and
                 payment of the Gross-up Payment shall be subject to the
                 provisions of Appendix B.


         9.  Termination as a Result of a Corporate Restructuring. In the event
             that Executive's employment with Yellow is terminated as a result
             of a corporate restructuring which results in Executive performing
             essentially the same or greater duties that he currently performs
             for Yellow at essentially the same or greater level of compensation
             and benefits provided for under this Agreement for an entity that
             is no longer owned by Yellow, then Yellow and Executive shall
             negotiate, in good faith, a Transition Agreement documenting which
             payments and benefits provided for under this Agreement will be
             owing to Executive following a termination as a result of a
             corporate restructuring. Said Transition Agreement shall provide,
             at a minimum, that Executive shall be eligible for payments under
             the Pension Plan and for the supplemental retirement benefit
             provided for in Section 4(d) upon the effective date of a
             termination as a result of a corporate restructuring with actual
             payments under the Supplemental Retirement Benefit and the Pension
             Plan to be payable at the time and in the manner set forth in
             Section 4(d).


         10. Termination or Resignation Following a Change of Control. In the
             event that Executive resigns his employment with Yellow or suffers
             a "Termination" of such employment within two years after a "Change
             of Control" of Yellow under the circumstances described and the
             definitions


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             set forth in paragraphs 3 and 1 (c) of the Executive Severance
             Agreement entered into between Executive and Yellow on October 20,
             1998, the provisions of which are hereby incorporated by reference,
             the Executive shall be entitled to the greater of each benefit
             described in Section 8 or each benefit provided for under the
             Executive Severance Agreement.

         11. Entitlement To Other Benefits. Except as provided in this
             Agreement, this Agreement shall not be construed as limiting in any
             way any rights to benefits that the Executive may have pursuant to
             any other plan or program of Yellow.


         12. Arbitration.

             (a) Arbitration of Disputes. 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.


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                 In the event the parties do not agree upon an arbitrator, each
                 party shall, in turn, strike one arbitrator from the list,
                 Yellow having the first strike, until only one arbitrator
                 remains, who shall arbitrate the dispute. The parties shall
                 have the opportunity to conduct reasonable discovery as
                 determined by the arbitrator, and the arbitration hearing shall
                 be conducted within 30 to 60 days of the selection of an
                 arbitrator or at the earliest date thereafter that the
                 arbitrator is available or as otherwise set by the arbitrator.

             b.  Indemnification. If arbitration occurs as provided for herein
                 and the Executive is awarded more than Yellow has asserted is
                 due him or otherwise substantially prevails therein, Yellow
                 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 Bank of America, Inc., 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, Yellow shall reimburse the
                 Executive for his reasonable attorneys' fees, costs and
                 disbursements incurred in such enforcement.

         13. Confidential Information. The Executive shall retain in confidence
             any confidential information known to him concerning Yellow and its


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             subsidiaries, and their respective businesses until such
             information is publicly disclosed. This provision shall survive the
             termination of the Executive's employment for any reason under this
             Agreement.

         14. Indemnification under Bylaws. Yellow shall provide the Executive
             with rights to indemnification by Yellow that are no less favorable
             to the Executive than those set forth in Yellow's by-laws as in
             effect as of the Effective Date.

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

         16. 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.

         17. Notices. All notices required or permitted to be given under this
             Agreement shall be given in writing and shall be deemed
             sufficiently given if delivered by hand or mailed by registered
             mail, return receipt requested, to his residence in the case of the
             Executive and to its principal executive offices in the case of
             Yellow. Either party may by giving written notice to the other
             party in accordance with this Section 15 change the address at
             which it is to receive notices hereunder.

         18. Controlling Law. This Agreement shall in all respects by governed
             by and construed in accordance with the laws of the State of
             Kansas.


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         19. Changes to Agreement. This Agreement may not be changed orally but
             only in a writing, signed by the party against whom enforcement is
             sought.

         20. Counterparts. This Agreement may be executed in any number of
             counterparts, each of which when so executed shall be deemed an
             original but all of which together shall constitute one and the
             same instrument.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
20th of April, 2000.


EXECUTIVE:                                       YELLOW CORPORATION

/s/  H. A. Trucksess, III                   By:  /s/  William F. Martin
------------------------------                 ---------------------------------



                                                 ATTEST


                                            By:  /s/  Lawrence D. Berkowitz
                                               ---------------------------------


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                                   Appendix A
                        Supplemental Retirement Benefits


         The following provisions shall be applicable with respect to the
supplemental retirement benefits described in Section 4(D) of this Agreement.

1.       Benefit Calculation

         For purposes of calculating the supplemental retirement benefits, the
         following assumptions shall be utilized.

         (a) "Credited Service", shall be assumed to be sixteen (16) years plus
             Executive's actual credited service credited under the Pension Plan
             from June 1, 1994.

         (b) Any vested accrued benefit which the Executive is paid under the
             Pension Plan, shall reduce any supplement retirement benefits
             payable under this Agreement; and

         (c) The defined terms used in this Appendix A and in Section 4(e) of
             this Agreement shall have the meanings provided in the Yellow
             Freight Office, Clerical, Sales and Supervisory Personnel Pension
             Plan as restated as of January 1, 1989 and as amended by Amendment
             No. 1 dated July 15, 1992, by Amendment No. 2 dated December 28,
             1994, all as in existence as of the Effective Date of this
             Agreement (collectively the "Pension Plan") unless another meaning
             is expressly provided in this Agreement and Appendix or unless the
             Executive and Yellow agree in writing to apply any subsequent
             amendments, revisions, interpretations or restatements of the
             Pension Plan.

2.       Taxability of Benefit

         The Executive and Yellow understand and agree that for federal tax
         purposes, all supplemental retirement benefits paid under this
         agreement to the Executive or his spouse shall be treated as ordinary
         income under the applicable provisions of the Internal Revenue Code of
         1986, as amended, and are subject to any taxes required to be withheld
         by federal, state or local law; provided that the Executive shall have
         the right to determine the timing of any withholding within the
         parameters permitted under the Code and under any Regulations or
         proposed Regulations under Code Section 3121(v) or any successor
         thereto.

3.       Nonassignability

         The supplemental retirement benefits payable under this Agreement, and
         any and all rights thereto, shall not be subject in any manner to
         anticipation, alienation, sale, transfer, assignment, pledge,
         encumbrance, charge,



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         garnishment, execution, or levy of any kind, either voluntarily or
         involuntarily. Any attempt to anticipate, alienate, sell, transfer,
         assign, pledge, encumber, charge, or otherwise dispose of any rights to
         benefits payable hereunder shall be void.


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