WITNESSETH:

EXHIBIT 10.11

                        AMENDMENT TO EMPLOYMENT AGREEMENT

         THIS AMENDMENT, made this 4th day of December, 2003, by and between SCS
Transportation, Inc., a Delaware corporation ("SCST"), and Xxxxxxx X. Xxxxxxxxx,
III (the "Executive").

                                   WITNESSETH:

         WHEREAS, SCST and the Executive entered into an Employment Agreement on
November 20, 2002 pursuant to which the Executive agreed to serve as President
and Chief Executive Officer of SCST (the "Agreement"); and

         WHEREAS, the parties retained the right to amend the Agreement pursuant
to Section 24 thereof; and

         WHEREAS, the parties desire to amend the Agreement to clarify the
calculation of the Executive's Supplemental Retirement Benefit:

         NOW, THEREFORE, effective as of November 20, 2002, the Agreement is
amended as follows:

         1. Section 4(d) is amended to read as follows:

(d)      Supplemental Retirement Benefit. SCST shall provide the Executive with
a Supplemental Retirement Benefit following his termination of employment. The
Supplemental Retirement Benefit shall be paid in monthly installments for life
commencing on the first day of the month coincident with or next following the
later of (a) the Executive's termination of employment or (b) the Executive's
attainment of age 65. The amount of the monthly Supplemental Retirement Benefit
shall equal (i) minus (ii) minus (iii) below, where:

(i) is One twelfth of the excess of [Total Credited Service multiplied by Final
Average Earnings multiplied by 1-3/7% (.0142857)] over [Primary Social Security
multiplied by Total Credited Service multiplied by 1-3/7%(.0142857)];

(ii) is the sum of (a) the monthly normal retirement benefit payable from the
qualified Yellow Freight Office, Clerical, Sales and Supervisory Personnel
Pension Plan, and (b) the monthly Supplemental Retirement Benefit payable under
the Executive's Employment Agreement with Yellow Corporation; and

(iii) is the monthly benefit payable at age 65 that is the Actuarial Equivalent
of the portion of SCST's non-qualified Deferred Compensation Plan attributable
to SCST contributions at date of termination.



2. The Phrase "SCS" is deleted from Section 4(g)(1) and replaced with "SCST".

         IN WITNESS WHEREOF, the parties have executed this Amendment on the 4th
day of December 2003.

EXECUTIVE                                 SCS TRANSPORTATION, INC.

/s/ Xxxxxxx X. Xxxxxxxxx III              By: /s/ Xxxxx X. Xxxxxxxxxxxxx
---------------------------------             ----------------------------------
Xxxxxxx X. Xxxxxxxxx, III
                                                  ATTEST

                                          By: /s/ X. Xxxxx
                                              ----------------------------------