EXHIBIT 10.2

                                  AMENDMENT TO
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         This Amendment to the Greyhound Lines, Inc. (the "Company")
Supplemental Executive Retirement Plan is made as of December 9, 1996.

         WHEREAS, the Company previously adopted the Greyhound Lines, Inc.
Supplemental Executive Retirement Plan, as restated effective January 1, 1994
(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 and modify the listing of the Participants in the Plan.

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

1.       Section 6.1(c) of the Plan shall be renumbered as Section 6.1(d) and
the following shall be added as Section 6.1(c):

         "(c)     20 percent for the Participants that: (i) hold the position of
         a Senior Vice President with Sponsor or (ii) any other Participants
         that, as of the first day of a Plan Year beginning on or after January
         1, 1996, have completed a minimum of 84 months of Service with Sponsor;
         and"

2.       The Participants in the Plan shall be those individuals listed on
Appendix A hereto; that the Service Start Date, contribution level and the
contribution effective date for each such Participant shall be as set forth on
Appendix A hereto.

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:_______________________________
                                              Daniel R. Weston
                                              Vice President - Human Resources