EXHIBIT 99 UPS QUALIFIED STOCK OWNERSHIP PLAN AND TRUST Letter of Instructions to Execute Proxy for Special Meeting of Shareowners of UNITED PARCEL SERVICE OF AMERICA, INC. Solicited on Behalf of the Board of Directors FIRST UNION NATIONAL BANK P.O. Box 41784 Philadelphia, PA 19101-1784 Ladies and Gentlemen: In connection with the special meeting of shareowners of United Parcel Service of America, Inc. to be held in Wilmington, Delaware, on October __, 1999, you are hereby instructed and directed to deliver a proxy to James P. Kelly and Joseph R. Moderow, or either of them, with power of substitution, instructing and authorizing them to vote all shares that you are holding for the benefit of the undersigned in the UPS Qualified Stock Ownership Plan and Trust as of August 30, 1999, as follows: 1. FOR [ ] AGAINST [ ] ABSTAIN [ ] the Agreement and Plan of Merger, dated as of September __, 1999, among United Parcel Service of America, Inc., United Parcel Service, Inc. and UPS Merger Subsidiary, Inc. 2. FOR [ ] AGAINST [ ] ABSTAIN [ ] the United Parcel Service, Inc. Incentive Compensation Plan and in their discretion upon such other matters as may properly come before the meeting or any adjournment or postponement thereof. --- [Reverse of Card] --- This Letter of Instructions to Execute Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareowner. If no direction is made, the Proxy will be voted in the same proportion as the stock allocated under the UPS Qualified Stock Ownership Plan and Trust for which Letters of Instruction to Execute Proxy are received and voted. ________________________________ ___________________________________ SIGNATURE (sign exactly as name SIGNATURE OF CO-OWNER IF ANY appears hereon) For joint accounts, all co-owners must sign. Executors, administrators, custodians, trustees, etc. should so indicate when signing. Dated this ________ day of ____________, 1999. UNITED PARCEL SERVICE OF AMERICA, INC. This Proxy is Solicited on Behalf of the Board of Directors Proxy for Special Meeting of Shareowners -- October __, 1999 United Parcel Service of America, Inc. ATTN: Secretary 55 Glenlake Parkway, N.E. Atlanta, Georgia 30328 The undersigned hereby appoints JAMES P. KELLY and JOSEPH R. MODEROW, or either of them, with power of substitution, as attorneys and proxies to vote all of the shares of stock outstanding in the name of the undersigned as of August 30, 1999 at the special meeting of shareowners of United Parcel Service of America, Inc. to be held at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801 on October __, 1999, and at any or all adjournments thereof; and the undersigned hereby instructs and authorizes said attorneys to vote as follows: 1. FOR [ ] AGAINST [ ] ABSTAIN [ ] the Agreement and Plan of Merger, dated as of September __, 1999, among United Parcel Service of America, Inc., United Parcel Service, Inc. and UPS Merger Subsidiary, Inc. 2. FOR [ ] AGAINST [ ] ABSTAIN [ ] the United Parcel Service, Inc. Incentive Compensation Plan and in their discretion upon such other matters as may properly come before the meeting or any adjournment or postponement thereof. --- [Reverse of Card] --- This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareowner. If no direction is made, this Proxy will be voted FOR Proposals 1 and 2. _________________________________ __________________________________ SIGNATURE (sign exactly as name SIGNATURE OF CO-OWNER IF ANY appears hereon) For joint accounts, all co-owners must sign. Executors, administrators, custodians, trustees, etc. should so indicate when signing. Dated this ________ day of ____________, 1999. UPS STOCK TRUSTS Which include the following: The UPS Stock Trust, UPS Managers Stock Trust and the UPS Employees Stock Trust Letter of Instructions to Execute Proxy for Special Meeting of Shareowners of UNITED PARCEL SERVICE OF AMERICA, INC. Solicited on Behalf of the Board of Directors FIRST UNION NATIONAL BANK P.O. Box 41784 Philadelphia, PA 19101-1784 Ladies and Gentlemen: In connection with the special meeting of shareowners of United Parcel Service of America, Inc. to be held in Wilmington, Delaware, on October __, 1999, you are hereby instructed and directed to deliver a proxy to James P. Kelly and Joseph R. Moderow, or either of them, with power of substitution, instructing and authorizing them to vote all shares that you are holding for the benefit of the undersigned in the various UPS Stock Trusts as of August 30, 1999, as follows: 1. FOR [ ] AGAINST [ ] ABSTAIN [ ] the Agreement and Plan of Merger, dated as of September __, 1999, among United Parcel Service of America, Inc., United Parcel Service, Inc. and UPS Merger Subsidiary, Inc. 2. FOR [ ] AGAINST [ ] ABSTAIN [ ] the United Parcel Service, Inc. Incentive Compensation Plan and in their discretion upon such other matters as may properly come before the meeting or any adjournment or postponement thereof. In addition, with regard to the termination of each of the Stock Trust or Trusts under which you hold shares for the benefit of the undersigned, the undersigned hereby votes all shares you are holding for the benefit of the undersigned under the Stock Trust or Trusts as of August 30, 1999 as follows: FOR [ ] AGAINST [ ] ABSTAIN [ ] --- [Reverse of Card] --- This Letter of Instructions to Execute Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareowner. If no direction is made, the Proxy will be voted FOR Proposals 1 and 2. ________________________________ _________________________________ SIGNATURE (sign exactly as name SIGNATURE OF CO-OWNER IF ANY appears hereon) For joint accounts, all co-owners must sign. Executors, administrators, custodians, trustees, etc. should so indicate when signing. Dated this ________ day of ____________, 1999. ANNIE E. CASEY FOUNDATION STOCK COMPENSATION PLAN Letter of Instructions to Execute Proxy for Special Meeting of Shareowners of UNITED PARCEL SERVICE OF AMERICA, INC. Solicited on Behalf of the Board of Directors FIRST UNION NATIONAL BANK P.O. Box 41784 Philadelphia, PA 19101-1784 Ladies and Gentlemen: In connection with the special meeting of shareowners of United Parcel Service of America, Inc. to be held in Wilmington, Delaware, on October __, 1999, you are hereby instructed and directed to deliver a proxy to James P. Kelly and Joseph R. Moderow, or either of them, with power of substitution, instructing and authorizing them to vote all shares that you are holding for the benefit of the undersigned as of August 30, 1999, as follows: 1. FOR [ ] AGAINST [ ] ABSTAIN [ ] the Agreement and Plan of Merger, dated as of __________, 1999, among United Parcel Service of America, Inc., United Parcel Service, Inc. and UPS Merger Subsidiary, Inc. 2. FOR [ ] AGAINST [ ] ABSTAIN [ ] the United Parcel Service, Inc. Incentive Compensation Plan and in their discretion upon such other matters as may properly come before the meeting or any adjournment or postponement thereof. --- [Reverse of Card] --- This Letter of Instructions to Execute Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareowner. If no direction is made, the Proxy will be voted FOR Proposals 1 and 2. _________________________________ __________________________________ SIGNATURE (sign exactly as name SIGNATURE OF CO-OWNER IF ANY appears hereon) For joint accounts, all co-owners must sign. Executors, administrators, custodians, trustees, etc. should so indicate when signing. Dated this ________ day of ____________, 1999.