Exhibit 10.11

                                AMENDMENT ONE TO
                                ----------------

                        RETIREMENT PLAN FOR EMPLOYEES OF
                        --------------------------------

                CAPITAL SOUTHWEST CORPORATION AND ITS AFFILIATES
                ------------------------------------------------

                 As Amended and Restated Effective April 1, 2006
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         WHEREAS,  effective  as of  April  1,  2006,  the  Retirement  Plan for
Employees of Capital  Southwest  Corporation and Its Affiliates (the "Plan") was
amended and restated in its entirety;
         WHEREAS,  by the  terms of  Section  6.4 of the  Plan,  the Plan may be
amended; and
         WHEREAS, it is necessary that a technical amendment be made to the Plan
in order to obtain  approval of the Internal  Revenue  Service for the continued
qualification of the Plan;
         NOW,  THEREFORE,  the Plan is hereby  amended,  effective  as set forth
below, as follows:

         1.  Effective as of April 1, 2002,  clause (b) in the last paragraph of
Section 4.6(A) of the Plan is amended to read in its entirety as follows:

         "(b)     the  aggregate  distributions  made on his  behalf  during the
                  one-year  period ending on the  Determination  Date (five-year
                  period ending on the  Determination  Date, with respect to any
                  distribution made for any reason other than death, disability,
                  or severance of employment);"

         2.  Effective  as of April 1, 2004,  Section  4.1(A)(2)  of the Plan is
amended to add the following paragraph at the end thereof:

                  "Notwithstanding  the  foregoing  provisions  of this  Section
         4.1(A)(2),  for Plan Years beginning in 2004 and 2005 the interest rate
         of 5.5% shall be substituted for the annual rate of interest on 30-year
         Treasury securities for purposes of this Section 4.1(A), except that in
         the case of any  Participant  or  Beneficiary  receiving a distribution
         after  December 31, 2003 and before January 1, 2005, the amount payable
         under any form of benefit subject to Section  417(e)(3) of the Internal
         Revenue Code and subject to adjustment  under Section  415(b)(2)(B)  of
         the Internal  Revenue Code shall not,  solely by reason of the interest
         rate  substitution  described above, be less than the amount that would
         have been so payable had the amount payable been  determined  using the
         annual rate of interest on 30-year Treasury securities  described above
         in this Section 4.1(A)(2) in effect as of the last day of the last Plan
         Year beginning before January 1, 2004."







                                      -2-


         IN WITNESS  WHEREOF,  CAPITAL  SOUTHWEST  CORPORATION  has caused  this
instrument  to be  executed by its duly  authorized  officer on this ____ day of
________________, 2008.

                                                   CAPITAL SOUTHWEST CORPORATION



                                                   By __________________________

                                                   Title: ______________________












































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