EXHIBIT 10.8(5)
AMENDMENT NO. 5
TO THE
UPS QUALIFIED STOCK OWNERSHIP PLAN
AND TRUST AGREEMENT
WHEREAS, United Parcel Service of America, Inc. and certain of its
affiliated companies established the UPS Qualified Stock Ownership Plan and
Trust ("Plan") effective as of January 1, 1998 to provide their eligible
employees with a matching contribution invested in the common stock of UPS ("UPS
Stock") and to permit eligible employees to transfer amounts from the UPS
Savings Plan to the Plan for the purpose of investing in UPS Stock.
NOW THEREFORE, pursuant to the authority vested in the Board by Section
12.1 of the Plan, the UPS Qualified Stock Ownership Plan is hereby amended as
follows:
1. Section 1.17, Eligible Compensation, is hereby amended effective as of
April 1, 1999 to read as follows:
Section 1.17. Eligible Compensation - means, for each Participant who
is an Eligible Employee, all compensation or wages payable to him or
her for the Plan Year by reason of his or her employment by an Employer
Company before any payroll deductions, but excluding
(a) bonuses (other than any half-month bonus and, as of
July 1, 2001, quarterly bonuses);
(b) amounts allocated or benefits paid under any employee
benefit plan or program (other than paid time off or
discretionary days), whether or not the plan or
program is subject to ERISA or the benefit paid
thereunder is taxable (other than Pre-Tax
Contributions and salary reduction contributions made
on behalf of an Employee to the UPS Flexible Benefits
Plan or other plan described in Code ss. 125 and, for
periods on or after April 1, 1999, amounts allocated
under the UPS Deferred Compensation Plan, as amended
from time to time, and/or the UPS Deferred
Compensation Plan 2000);
(c) amounts payable under any incentive compensation plan
or program (other than commissions and, as of July 1,
2001, sales incentives);
1
(d) MIP awards;
(e) stock options;
(f) foreign service differentials;
(g) severance pay;
(h) expense reimbursements;
(i) grievance awards (other than back pay);
(j) fringe benefits; and
(k) all compensation classified as "miscellaneous."
The annual Eligible Compensation of each Participant taken into account
under the Plan shall not exceed $150,000 as adjusted for cost-of-living
increases in accordance with Code ss. 401(a)(17) (the "annual
compensation limit"). The cost-of-living adjustment in effect for a
calendar year applies to any Plan Year beginning in such calendar year.
If a Plan Year consists of fewer than 12 months, the annual
compensation limit will be multiplied by a fraction, the numerator of
which is the number of months in the short Plan Year, and the
denominator of which is 12. The annual compensation limit does not
apply for purposes of Section 5.1.
2. Section 1.24, Employment Commencement Date,is hereby amended effective
as of May 1, 2000 to read as follows:
Section 1.24 Employment Commencement Date - means the date on
which an individual first performs an Hour of Service.
3. Section 1.31, Hour of Service, is hereby amended effective as of May 1,
2000 to read as follows:
Section 1.31 Hour of Service - means
(a) General. The term "Hour of Service" means each hour for which
an individual:
(1) is paid, or entitled to payment, for the
performance of duties for an Affiliate;
(2) is paid, or entitled to payment (directly or
indirectly) for periods during which no
duties are performed due to vacation,
holiday, illness, short-term disability or
incapacity pursuant to which payments are
received in the form of salary continuation
or from a short-term disability
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plan or worker's compensation plan sponsored
by an Affiliate or to which an Affiliate
contributes, layoff, jury duty, military
duty which gives rise to reemployment rights
under Federal law, or paid leave of absence
(including a period where an employee
remains on salary continuation during a
period of illness or incapacity);
(3) is paid by an Affiliate for any reason an
amount as "back pay," irrespective of
mitigation of damages; or
(4) is on an unpaid leave of absence, including
any leave of absence (i) by reason of the
pregnancy of the Participant, (ii) by reason
of the birth of a child of the Participant,
(iii) by reason of the placement of a child
with the Participant in connection with the
adoption of a child by the Participant, or
(iv) for purposes of caring for a child of
the Participant immediately following its
birth or placement.
(b) Additional Rules. Notwithstanding the foregoing,
(5) An individual will earn Hours of Service
credit without regard to whether such
individual is treated as an "employee" of an
Affiliate as a result of the application of
common law principles or by operation of
Codess.414(n).
(6) An individual will be credited with 190
Hours of Service with respect to each
regularly-scheduled calendar work month in
which such individual would, under the rules
described herein, have earned at least one
Hour of Service and if an individual has a
Period of Separation of less than 12 months,
he or she will be credited with 190 Hours of
Service for each calendar month during that
Period of Separation.
4. Section 1.39, Period of Service, is hereby amended effective as of May
1, 2000 to read as follows:
Section 1.39 Period of Service - means the period of time beginning on
an individual's Employment Commencement Date or Reemployment
Commencement Date, whichever is applicable, and ending on the date a
Break in Service begins. A Period of Service of 12 months is equal to
one full year of service.
5. Section 1.51, Separation from Service, is hereby amended effective May
1, 2000 to read as follows:
Section 1.51 Separation from Service - means:
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(a) effective May 1, 2000, the date on which an
individual terminates employment with all Affiliates,
by reason of a voluntarily quit, retirement, death,
the end of a period of disability of more than 52
weeks at which time a physician certifies that the
individual is currently disabled and unable to return
to work for an Affiliate, discharge, failure to
return from layoff or authorized leave of absence, or
for any other reason (unless a grievance is pending).
(b) effective before May 1, 2000, the earlier of the date
under Section 1.51(a) or the date on which a
12-consecutive month period ends during which the
individual did not perform an Hour of Service.
(c) A transfer from one Affiliate to another will not be
treated as a Separation from Service.
(d) A discharge will not be treated as a Separation from
Service for any purpose while a grievance is pending
but, if the discharge is upheld, it will be treated
as a Separation from Service as of the date of the
discharge.
6. Section 1.42, Pre-Tax Contributions, is hereby amended, effective as of
May 1, 2000, to read as follows:
Section 1.42. Pre-Tax Contributions - means the sum of (a) elective
deferrals (within the meaning of Code ss. 402(g)) made under the
Savings Plan, (b) with respect to an individual who becomes eligible to
make elective deferrals under the Savings Plan during any Plan Year as
a result of losing coverage under a collective bargaining agreement,
his or her elective deferrals (within the meaning of Code ss. 402(g))
made under a Collectively Bargained Plan prior to the latest date in
such Plan Year on which he or she became eligible to make elective
deferrals under the Savings Plan other than elective deferrals with
respect to which a matching contribution (within the meaning of Code
ss. 401(m)) of any amount was made under the Collective Bargaining Plan
and (c) with respect to an individual who was a participant in a Merged
Plan who becomes eligible to make elective deferrals under the Savings
Plan as a result of a merger of that plan into the Savings Plan, his or
her elective deferrals (within the meaning of Code ss. 402(g)) made
under such Merged Plan in the Plan Year in which he or she first became
eligible to make elective deferrals under the Savings Plan.
7. Section 1.43, Reemployment Commencement Date, is hereby amended
effective May 1, 2001 to read as follows:
Section 1.43 Reemployment Commencement Date - means for an
individual who has a Break in Service before completing the
Participation Requirement, an adjusted employment commencement
date, which is the
4
first date on which that individual performs an Hour of
Service following the Break in Service.
8. Article I is hereby amended to add the following new definitions,
effective as of May 1, 2000:
Section 1.59 Break In Service - means
(a) effective May 1, 2000, an Eligibility Computation
Period during which the Participant does not complete
more than 500 Hours of Service; or
(b) effective before May 1, 2000, a Period of Separation
of at least 12 consecutive months; provided, for each
individual whose Employment Commencement Date or
Reemployment Commencement Date is on or after May 1,
2000 and before July 1, 2001, Break in Service means
the period described in Section 1.59(a) or in Section
1.59(b), whichever is most favorable to the
individual.
Section 1.60 Eligibility Computation Period - means the 12 consecutive
month period beginning on an individual's Employment Commencement Date
or Reemployment Commencement Date (or any anniversary of either such
date) and ending on the date immediately preceding the anniversary of
such date (or next succeeding anniversary of such date).
Section 1.61 Entry Date - means, effective July 7, 2001, the first
Saturday of each calendar month and, before July 7, 2001, the first day
of each calendar month.
Section 1.62 Participation Requirement -- means effective May 1, 2000,
a 6-month Period of Service and, before May 1, 2000, a 1-year Period of
Service. A "6-month Period of Service" means
(a) effective May 1, 2000, an Eligibility
Computation Period during which an individual
completes at least 1000 Hours of Service and an
individual will be deemed to have completed a 6-month
Period of Service as of the last day of the calendar
month in which he or she completes at least 1000
Hours of Service; or
(b) effective before May 1, 2000, a Period of
Service of at least 6 months; provided, for each
individual whose Employment Commencement Date or
Reemployment Commencement Date is on or after May 1,
2000 and before July 1, 2001, Participation
Requirement means the period described in 1.62(a) or
the period described in Section 1.62(b).
A "1-year Period of Service" means a Period of Service of at least 12
months.
5
For purposes of satisfying the Participation Requirement (as well as
the service requirement of Section 8.10),
an individual who first performed services for an
Affiliate following a transaction identified in
Appendix 1.62 will be given credit for employment
with the employer identified in Appendix 1.62 (but
not before any date as may be specified in Appendix
1.62) as if such employment had been with an
Affiliate; and
an individual who was a participant in a Merged Plan
will be given credit for employment with an employer
maintaining the Merged Plan as if such employment had
been with an Affiliate.
Section 1.63 Merged Plan - means a plan described in Appendix 1.63 that
is merged into the Savings Plan.
9. Section 2.1, General, is hereby amended effective as of May 1, 2000 to
read as follows:
Section 2.1 General. Each Eligible Employee will become a Participant
on the first Entry Date coinciding with or immediately following the
date he or she has completed the Participation Requirement.
10. Section 2.4, Reemployment, is hereby amended effective as of May 1,
2000 to read as follows:
Section 2.4 Reemployment. If an individual has a Separation from
Service before he or she completes the Participation Requirement and
his or her Period of Separation is less than 12 consecutive months, the
individual's prior Period of Service will be aggregated with the Period
of Separation and the Period of Service completed after the Period of
Separation. If the individual had a Break in Service, then his or her
prior Period of Service and his or her Period of Separation will be
disregarded and he or she will not become a Participant until he or she
completes the Participation Requirement following his or her
Reemployment Commencement Date.
If an individual has a Separation from Service after completing the
Participation Requirement, then he or she will again become eligible to
receive Employer Company Contributions in accordance with ARTICLE IV as
soon as practicable after he or she next performs an Hour of Service as
an Eligible Employee.
11. Section 4.1, SavingsPLUS Contribution, is hereby amended effective as
of July 1, 2001 to read as follows:
6
Section 4.1 SavingsPLUS Contribution.
(a) On and After July 1, 2001. Subject to the rules and
limitations set forth in this ARTICLE IV and in ARTICLE V,
including the specific limitations set forth as matching
formulas in this Section 4.1, an Employer Company shall make
the following SavingsPLUS Contribution, if any, for each
Accounting Period on behalf of each Participant who was
employed as an Eligible Employee by such Employer Company on
the last day of the Accounting Period and each Participant
whose last employment as an Eligible Employee was with such
Employer Company during the Accounting Period.
The SavingsPLUS Contribution made on behalf of each
Participant described in this Section 4.1(a) shall be equal to
A minus B where:
(1) A equals
(i) For each Employer Company
listed in Appendix 4.1(a)(1)(A),
zero.;
(ii) For each Employer Company
listed in Appendix 4.1(a)(1)(B),
50% of his or her Pre-Tax
Contributions that do not exceed 6%
of his or her Eligible Compensation
for such Plan Year;
(iii) For each Employer Company
listed in Appendix 4.1(a)(1)(C),
100% of his or her Pre-Tax
Contributions that do not exceed 3%
of his or her Eligible Compensation
for such Plan Year; or
(iv) For each Employer Company
listed in Appendix 4.1(a)(1)(D),
the sum of 100% of his or her
Pre-Tax Contributions that do not
exceed 3% of his or her Eligible
Compensation for
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such Plan Year and 50% of his or
her Pre-Tax Contributions in excess
of 3% but not in excess of 6% of
his or her Eligible Compensation
for such Plan Year.
(2) B equals the SavingsPLUS
Contribution and the matching
contribution (within the meaning of
Code ss. 401(m)) under a Merged
Plan previously made by any
Employer Company with respect to
him or her during such Plan Year.
(b) Before July 1, 2001. Subject to the rules
and limitations set forth in this ARTICLE IV
and in ARTICLE V, each Employer Company
shall make a SavingsPLUS Contribution for
each Accounting Period on behalf of each
Participant employed as an Eligible Employee
on at least one day during the Accounting
Period equal to A - B where
A equals the lesser of (1) 100% of his or
her Pre-Tax Contributions for the Plan Year
or (2) 3% of his or her Eligible
Compensation for such Plan Year and
B equals the SavingsPLUS Contribution
previously made with respect to him or her
during such Plan Year.
12. 8.2, Separation From Service, is hereby amended effective as of May 1,
2000 to read as follows:
Section 8.2 Separation From Service. As a general rule, if a
Participant has a Separation from Service he or she may request a
distribution of his or her Account and the Account will be paid to him
or her as soon as practicable (but, generally, no earlier than 30 days)
after the Separation from Service. However, no payment will be made
without the Participant's consent before age 70 1/2 if (a) the value of
the vested portion of his or her Account exceeds $3,500 at the time of
the distribution or for distributions made before October 17, 2000,
exceeded $3,500 at the time of any prior distribution under this Plan
(including any in-service withdrawals made under Section 8.7), or (b)
the sum of the value of his or her Account and the value of his or her
account under the Savings Plan exceeds $3,500 at the time of the
distribution or for distributions made before October 17, 2000,
exceeded $3,500 at the time of any prior distribution under this Plan
(including any in-service withdrawals made under Section 8.7).
8
13. Section 8.3, Deferral of Payment until 70 1/2, is hereby amended
effective as of May 1, 2000, to read as follows:
Section 8.3 Deferral of Payment until 70 1/2. Unless a Participant
consents to an earlier distribution or consent is not required under
Section 8.2, the Participant will be deemed to have elected to defer
payment of his or her Account (which deemed election will be in lieu of
a written election that conforms to the requirements of Code ss.
401(a)(14) and regulations promulgated thereunder) until the earlier of
the date of such Participant's death or the date such Participant
attains age 70 1/2 or has a Separation from Service, whichever is
later, or for a Participant who is a 5% owner (as defined in Code ss.
416), the date that such Participant has a Separation from Service.
If a Participant consents to payment or the Participant's consent is
not required under Section 8.2, payment of a Participant's Account
shall be made no later than the 60th day after the close of the Plan
Year in which the latest of the following events occurs:
(a) the date on which the Participant attains age 62,
which is the normal retirement age under the Plan; or
(b) the Participant has a Separation from Service.
14. Section 8.4, Required Beginning Date, is hereby amended effective as of
May 1, 2000, to read as follows:
Section 8.4 Required Beginning Date. Notwithstanding the foregoing, a
Participant's Account will be paid to him or her no later than April 1
of the calendar year following (a) the calendar year in which he or she
reaches age 70 1/2 or (b) if later, for a Participant who is not a 5%
owner (as defined in Code ss. 416), the calendar year in which he or
she has a Separation from Service.
15. Section 8.5, Death, is hereby amended effective as of July 1, 2001 to
read as follows:
Section 8.5 Death.
(a) General. If a Participant dies before his or her
Account is paid to him or her in full, the remaining portion
of the Account will be paid to his or her Beneficiary
determined in accordance with (b) below.
(b) Determination of Beneficiary. A Participant's
Beneficiary(ies) will be determined as follows:
(1) Except as otherwise provided below, a
Participant's sole primary Beneficiary will be his or
her surviving spouse, if the Participant is lawfully
married on the date of his or her death.
9
(2) If the Participant was not lawfully married
at death, if the Participant's surviving spouse
consented in writing before a notary public to the
designation of some other person or persons as the
Participant's Beneficiary or if the Committee
determines that spousal consent is not required under
the Code or ERISA, then the Participant's Beneficiary
will be the person or persons so designated in
writing by the Participant on a form satisfactory to
the Committee in accordance with (c) below.
(3) The Participant's Beneficiaries will be the
surviving children of the Participant, in equal
shares, if any of the following apply:
(i) The Participant did not have a
spouse and failed to properly designate
another Beneficiary;
(ii) Neither the Participant's spouse,
if any, nor any other Beneficiaries survive
the Participant; or
(iii) After following the procedures in
Section 8.20, the whereabouts of each person
designated as a Beneficiary is unknown and
no death benefit claim is submitted to the
Committee prior to December 31 of the
calendar year following the calendar year in
which the Participant died.
(4) If a Beneficiary is not identified and
located pursuant to Section 8.5(b)(1), (2) or (3),
the Participant's Account will be paid to the
Participant's estate.
(c) Designation of Beneficiaries. A Participant may
designate one or more Beneficiaries on a form satisfactory to
the Committee. A Participant may designate both primary
Beneficiaries and contingent Beneficiaries. Unless clearly
indicated otherwise by the Participant on the Beneficiary
designation form: (1) if the Participant designates multiple
primary Beneficiaries or multiple contingent Beneficiaries,
each will share equally in the Account and (2) persons
designated as contingent Beneficiaries will be treated as the
Participant's Beneficiaries only if each of the Participant's
primary Beneficiaries fail to survive the Participant or
cannot be located at the time of the distribution of the
Participant's Account.
A Participant may change his or her designation of Beneficiary
from time to time, provided, however, that if the
Participant's spouse, if any, is not the sole primary
Beneficiary of the Account, such spouse, if any, must consent
to the designation of other Beneficiaries in writing before a
notary public. No such designation or change will be effective
unless and until it is received by the Committee prior to the
Participant's death.
10
(d) Payment to Beneficiary. A Beneficiary's interest in
the Account of a deceased Participant will be paid to him or
her in a single sum as soon as practicable after the Committee
determines that the person has an interest in the Account.
Distribution will be completed by December 31 of the calendar
year containing the fifth anniversary of the date of the
Participant's death.
(e) Information to the Committee. In its discretion, the
Committee may require a copy of the Participant's death
certificate and such other information as the Committee deems
relevant to be submitted by the Beneficiary when making a
request for death benefits under the Plan.
16. Section 8.10, Participant Diversification Election, is hereby amended
effective as of May 1, 2000 to read as follows:
Section 8.10 Participant Diversification Election. Each
Participant who has reached age 45 and who has completed a
Period of Service of at least 10 years determined from the
Employment Commencement Date or Reemployment Commencement Date
that most closely preceded his or her satisfaction of the
Participation Requirement ("Qualified Participant") may direct
the Trustee as to the investment of amounts credited to his or
her Employer Company Account.
A Qualified Participant may choose one of the following
investment options:
(a) Leave the Account in this Plan; or
(b) Request a direct transfer of all or any
portion of his or her Account to the Savings Plan.
If so elected, the plan transfer will be processed as soon as
practicable but not later than 90 days after the Qualified
Participant makes the election.
Effective November 15, 1999, if there is more than one class
of UPS Stock allocated to an Account, any UPS Stock sold to
effect such transfer shall be taken equally from the shares of
each such class allocated to such Account in accordance with
procedures developed by the Committee, which shall reflect
appropriate adjustments for shares of any class sold from such
Account in any tender offer.
17. Section 8.20, Forfeiture in Case of Unlocatable Participant, is hereby
amended, effective as of July 1, 2001, to read as follows:
Section 8.20 Forfeiture in Case of Unlocatable Participant. If the
Committee is unable to pay any benefits under the Plan to any
Participant or to a Beneficiary of
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any Participant who is entitled to benefits under this Plan because the
location of such person cannot be ascertained, the Committee will
proceed as follows:
(a) Within 90 days of the date any such benefits are
payable, the Committee will send an appropriate notice to such
individual, to the last address for such individual listed in
the Committee's records.
(b) If this notice is returned as unclaimed or the
individual cannot be located during the next 90 days, the
Committee will attempt to locate such individual through a
commercial locator service.
(c) If the individual has not been located by December 31
of the calendar year following the calendar year in which the
benefits became payable and, in the case of a Beneficiary,
there is no alternate Beneficiary identified under the
procedures of Section 8.5(b), all amounts held for his or her
benefit will be forfeited and all liability for payment of
that benefit will terminate, unless some other procedure is
permitted or required by law. In any such case, the funds
released as a result of such forfeiture will be applied as
SavingsPLUS Contributions. However, if an individual
subsequently makes what the Committee determines to be a valid
and proper claim to the Committee for his or her benefit that
was forfeited, the forfeited amount will be restored without
interest and will be distributed in accordance with the terms
of this Plan.
18. The following Appendices hereby are added to the end of the Plan:
12
UPS QUALIFED STOCK OWNERSHIP PLAN
Appendix 1.21
Employer Companies
- ----------------------------------------------------------------------------------------------------------------------
BUSINESS UNIT/GROUP QSOP ADOPTION DATE
- ----------------------------------------------------------------------------------------------------------------------
UPS
United Parcel Service of America, Inc. January 1, 1998
United Parcel Service Co. January 1, 1998
UPS General Services Co. January 1, 1998
UPS Aviation Services, Inc. January 1, 1998
UPS International General Services Co. January 1, 1998
UPS Procurement Services Corporation January 1, 1998
UPS Worldwide Forwarding, Inc. January 1, 1998
United Parcel Service, Inc. (New York) January 1, 1998
United Parcel Service, Inc. (Ohio) January 1, 1998
Trailer Conditioners, Inc. January 1, 1998
UPS Latin America, Inc. January 1, 1998
BT Realty Holdings, Inc. May 18, 1999
BT Realty Holdings II, Inc. May 18, 1999
- ----------------------------------------------------------------------------------------------------------------------
UPS CAPITAL CORPORATION
UPS Capital Corporation, Inc. May 28, 1998
Glenlake Insurance Agency, Inc. July 29, 1998
Glenlake Insurance Agency, Inc. of California August 10, 1999
- ----------------------------------------------------------------------------------------------------------------------
UPS LOGISTICS GROUP
UPS Logistics Group, Inc. January 1, 1998
Diversified Trimodal, Inc. (Martrac) January 1, 1998
UPS Logistics Technologies, Inc. January 1, 1998
UPS Supply Chain Management, Inc. January 1, 1998
Worldwide Dedicated Services, Inc. January 1, 1998
UPS Supply Chain Management Nevada, Inc. July 1, 2001
UPS Supply Chain Management Tristate, Inc. July 1, 2001
Livingston Healthcare Services, Inc. July 1, 2001
UPS Logistics Group Americas, Inc. July 1, 2001
UPS Service Parts Logistics, Inc. July 1, 2001
UPSLG Puerto Rico, Inc. July 1, 2001
- ----------------------------------------------------------------------------------------------------------------------
UPS AVIATION TECHNOLOGIES, INC. January 1, 1998
- ----------------------------------------------------------------------------------------------------------------------
UPS CUSTOMHOUSE BROKERAGE, INC. January 1, 1998
- ----------------------------------------------------------------------------------------------------------------------
UPS FULL SERVICE BROKERAGE, INC. June 6, 2000
- ----------------------------------------------------------------------------------------------------------------------
UPS TELECOMMUNICATIONS, INC. (UPS TELESERVICES) July 1, 2001
- ----------------------------------------------------------------------------------------------------------------------
UPS MESSAGING.
Mail2000, Inc. February 1, 2001
- ----------------------------------------------------------------------------------------------------------------------
UPS MAIL BOXES ETC., INC. April 30, 2001
- ----------------------------------------------------------------------------------------------------------------------
UPS CONSULTING, INC. February 8, 2001
- ----------------------------------------------------------------------------------------------------------------------
FRITZ COMPANIES
Fritz Companies, Inc. July 1, 2001
- ----------------------------------------------------------------------------------------------------------------------
13
UPS QUALIFIED STOCK OWNERSHIP PLAN
APPENDIX 1.62
Prior Service Credit
An individual who began performing services for an Employer Company as a result
of the acquisition of a company listed below will receive credit for his or her
service for such company as if such service were employment with an Affiliate.
Border Brokerage Company, Inc
Burnham Service Corporation, et. al.
Challenge Air Cargo, Inc.
Fritz Companies, Inc.
Fulfillment Systems International, Inc
Livingston Healthcare Services, Inc.
Mail Boxes, Etc.
Mail2000. Inc.
Miles Group, Inc.
William F. Joffroy, Inc.
W.Y. Moberly, Inc.
Rollins Logistics, Inc. et. al.
Transborder Customs Services, Inc.
TSCI Holdings, Inc. (Comlasa)
H.A. & J.L. Wood, Inc.
14
UPS QUALIFIED STOCK OWNERSHIP PLAN
APPENDIX 1.63
- ----------------------------------------------------------------------------------------------------------------------
NAME OF MERGED PLAN EFFECTIVE DATE OF MERGER
- ----------------------------------------------------------------------------------------------------------------------
UPS Logistics Group Retirement Savings Plan July 1, 2001
- ----------------------------------------------------------------------------------------------------------------------
SonicAir, Inc. 401(k) Plan July 1, 2001
- ----------------------------------------------------------------------------------------------------------------------
Trans-Border Customs Services, Inc. 401(k) and Profit July 1, 2001
Sharing Plan
- ----------------------------------------------------------------------------------------------------------------------
UPS Global Forwarding Services, Inc. Retirement/Savings July 1, 2001
Plan
- ----------------------------------------------------------------------------------------------------------------------
15
UPS QUALIFIED STOCK OWNERSHIP PLAN
APPENDIX 4.1(a)(1)(A)
(Effective July 1, 2001)
SavingsPLUS Contribution Level = Zero
None
16
UPS QUALIFIED STOCK OWNERSHIP PLAN
APPENDIX 4.1(a)(1)(B)
(Effective July 1, 2001)
SavingsPLUS Contribution Level = 50% of Pre-Tax Contributions
that do not exceed 6% of Eligible Compensation
Fritz Companies, Inc.
17
UPS QUALIFIED STOCK OWNERSHIP PLAN
APPENDIX 4.1(a)(1)(C)
(Effective July 1, 2001)
SavingsPLUS Contribution Level = 100% of Pre-Tax Contributions
that do not exceed 3% of Eligible Compensation
UPS
United Parcel Service of America, Inc.
United Parcel Service Co.
UPS General Services Co.
UPS Aviation Services, Inc.
UPS International General Services Co.
UPS Procurement Services Corporation
UPS Worldwide Forwarding, Inc.
United Parcel Service, Inc. (New York)
United Parcel Service, Inc. (Ohio)
Trailer Conditioners, Inc.
UPS Latin America, Inc.
BT Realty Holdings, Inc.
BT Realty Holdings II, Inc.
UPS CAPITAL CORPORATION
UPS Capital Corporation, Inc.
Glenlake Insurance Agency, Inc.
Glenlake Insurance Agency, Inc. of California
UPS LOGISTICS GROUP
UPS Logistics Group, Inc.
Diversified Trimodal, Inc. (Martrac)
UPS Logistics Technologies, Inc.
UPS Supply Chain Management, Inc.
Worldwide Dedicated Services, Inc.
UPS Supply Chain Management Nevada, Inc.
UPS Supply Chain Management Tristate, Inc.
Livingston Healthcare Services, Inc.
UPS Logistics Group Americas, Inc.
UPS Service Parts Logistics, Inc.
UPSLG Puerto Rico, Inc.
UPS AVIATION TECHNOLOGIES, INC.
UPS CUSTOMHOUSE BROKERAGE, INC.
UPS FULL SERVICE BROKERAGE, INC.
UPS TELECOMMUNICATIONS, INC.
(UPS TELESERVICES)
UPS MESSAGING
Mail2000, Inc.
UPS MAIL BOXES ETC., INC.
UPS CONSULTING, INC.
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UPS QUALIFIED STOCK OWNERSHIP PLAN
APPENDIX 4.1(a)(1)(D)
(Effective July 1, 2001)
SavingsPLUS Contribution Level = 100% of Pre-Tax Contributions
up to 3% of Eligible Compensation Plus 50% of
Pre-Tax Contributions in excess of 3% of Eligible Compensation
but not in excess of 6% of Eligible Compensation
None
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IN WITNESS WHEREOF, the undersigned certify that United Parcel Service
of America, Inc. based upon action by its Board of Directors dated June __,
2001, has caused this Amendment No. 5 to be adopted.
ATTEST: UNITED PARCEL SERVICE OF
AMERICA, INC.
- ---------------------------- ------------------------------
Joseph R. Moderow James P. Kelly
Secretary Chairman
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