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                                                                    EXHIBIT 10.3

                               SECOND AMENDMENT TO
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         This Second Amendment to the Greyhound Lines, Inc. (the "Company")
Supplemental Executive Retirement Plan is made as of January 20, 1999.

         WHEREAS, the Company previously adopted the Greyhound Lines, Inc.
Supplemental Executive Retirement Plan, as restated effective January 1, 1994,
and as amended by the First Amendment dated as of December 9, 1996 (the "Plan");
and

         WHEREAS, the Company, having sought the approval of the Compensation
and Organization Committee of the Board of Directors of the Company, desires to
amend the Plan as set forth herein.

NOW, THEREFORE, the Plan shall be amended as follows.

1.       Section 6.3 of the Plan shall be deleted in its entirety and replaced
with the following:

                  "Section 6.3 Investment Earnings Credit. Accounts shall be
                  credited as of each Valuation Date with an allocable portion
                  of the earnings of the Trust or with an amount representing an
                  investment return rate on 10-year Treasury notes as of each
                  Valuation Date, plus 150 basis points, whichever is greater,
                  or such other rate as is determined from time to time by the
                  Sponsor."

2.       Sections 8.1 (a) and (b) of the Plan shall be deleted in their entirety
and replaced with the following:

                  "Section 8.1 Trust Payments.

                  (a)      General. Any obligation of the Sponsor to pay
                  benefits hereunder shall be an unsecured promise and any right
                  to enforce such obligation shall be solely as a general
                  creditor of the Sponsor. For the convenience and benefit of
                  the Sponsor and to the extent not inconsistent with the
                  foregoing sentence, the Sponsor may establish one or more
                  irrevocable trusts to hold assets to meet its obligations
                  under the Plan to Participants. However, in the event of a
                  Change in Control as defined in Section 2.1 (e) of the Plan,
                  the Sponsor shall immediately transfer

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                  or cause to be transferred such amounts and rights to a Trust
                  as are necessary to pay all Plan benefits, and shall continue
                  to transfer or cause to be transferred additional amounts and
                  rights as become necessary to pay Plan benefits following the
                  Change in Control.

                  (b)      Trust Assets. The property comprising the assets of a
                  Trust established under subsection (a) shall, at all times,
                  remain the property of the Trust. The Trustee shall distribute
                  the assets comprising the Trust in accordance with the
                  provisions of the Plan and Trust, but in no event shall the
                  Trustee distribute the assets of the Trust to or for the
                  benefit of the Sponsor, except as provided in the Trust.

3.       Capitalized terms used herein without definition shall have the meaning
ascribed to such terms as set forth in the Plan.

                                              GREYHOUND LINES, INC.

                                              By:_______________________________
                                                       Craig R. Lentzsch
                                                       President and CEO

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