EXHIBIT 10.1 EXECUTION COPY UNITED PARCEL SERVICE, INC. $500,000,000 UPS NOTES WITH MATURITIES OF 9 MONTHS OR MORE FROM DATE OF ISSUE SELLING AGENT AGREEMENT November 17, 2006 The Purchasing Agents Listed in Schedule I hereto Dear Sirs: United Parcel Service, Inc., a Delaware corporation (the "COMPANY"), proposes to issue and sell up to $500,000,000 aggregate principal amount of its UPS Notes (the "NOTES") with maturities of 9 months or more from date of issue pursuant to the provisions of the Indenture, dated as of August 26, 2003 (the "INDENTURE"), between the Company and Citibank, N.A., as Trustee (the "Trustee"). The Notes shall have the maturity ranges, interest rates and other terms set forth in the Prospectus referred to below as it may be amended or supplemented from time to time. The Notes will be issued, and the terms thereof established, from time to time by the Company in accordance with the Indenture. Subject to the terms and conditions contained in this Selling Agent Agreement (the "AGREEMENT") and to the reservation by the Company of the right to sell up to $50,000,000 aggregate principal amount of Notes directly on its own behalf or indirectly through agents other than the Agents (as hereinafter defined) in up to ten separate transactions, the Company hereby (i) appoints each of you as an agent of the Company (individually, an "AGENT" and collectively the "AGENTS") for the purpose of soliciting and receiving offers to purchase Notes from the Company and (ii) agrees that whenever the Company determines to sell Notes pursuant to this Agreement, such Notes shall be sold pursuant to a Terms Agreement (as defined in Section IV(b) below) relating to such sale in accordance with the provisions of Section IV(b) hereof between the Company and LaSalle Financial Services, Inc. (the "PURCHASING AGENT"), with the Purchasing Agent purchasing such Notes as principal for resale to others. You hereby agree to use your reasonable best efforts to solicit and receive offers to purchase Notes upon terms acceptable to the Company at such times and in such amounts as the Company shall from time to time specify and in accordance with the terms hereof. This Agreement shall not be construed to create either an obligation on the part of the Company to sell any Notes or an obligation of any of the Agents to purchase Notes. I. The Company has filed with the Securities and Exchange Commission (the "COMMISSION") a registration statement on Form S-3 (No. 333-108272) relating to the Notes and the offering thereof, from time to time, in accordance with Rule 415 under the Securities Act of 1933, as amended (the "SECURITIES ACT"). The term "REGISTRATION STATEMENT" as used with respect to a particular issue of the Notes means the registration statement, as from time to time amended or supplemented, at the time of its effectiveness for purposes of Section 11 of the Securities Act as such section applies to the Company and the Agents for such offering of Notes pursuant to Rule 430B(f)(1) and Rule 430B(f)(2) under the Securities Act (the "EFFECTIVE TIME"), including (i) all documents then filed as a part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B(f)(1) under the Securities Act, to be part of the Registration Statement at the Effective Time. The Registration Statement was declared effective by the Commission on September 8, 2003, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"). The Company has prepared or will promptly prepare for filing with, or transmission for filing to, the Commission, pursuant to Rule 424 under the Securities Act, a prospectus supplement (the "PROSPECTUS SUPPLEMENT") for the purpose of supplying information in respect of the public offering of the Notes. The term "BASE PROSPECTUS" means the prospectus included in the Registration Statement exclusive of any supplement filed pursuant to Rule 424. The Base Prospectus, as supplemented by the Prospectus Supplement, is referred to herein as the "PROGRAM PROSPECTUS." Prior to the determination of the final terms of a particular issue of the Notes the term "PROSPECTUS" means the Program Prospectus, and after such determination, such document plus a supplement (the "PRICING SUPPLEMENT") prepared for the sale of a particular issue of the Notes and including a description of the final terms of the particular issue of Notes and the terms of the offering thereof. The term "PERMITTED FREE WRITING PROSPECTUS" as used herein means any "issuer free writing prospectus," as defined in Rule 433 under the Securities Act ("RULE 433"), the form of which is attached as Exhibit D and relating to the Notes and intended for general distribution to prospective investors that (i) is required to be filed with the Commission by the Company, or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Notes or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g). The "PRICING EFFECTIVE TIME" as used herein shall occur when either (i) a Permitted Free Writing Prospectus with the final terms of the offering and the Program Prospectus, or (ii) the Pricing Supplement, prepared by the Company, and the Program Prospectus, shall be made available to the Agents for electronic delivery to purchasers (the documentation in (i) or (ii), as applicable, in the aggregate, the "PRICING DISCLOSURE MATERIAL"). II. Your obligations hereunder are subject to the following conditions, each of which shall be met on such date as you and the Company shall subsequently fix for the commencement of your obligations hereunder (the "COMMENCEMENT DATE"): 2 (a) No litigation or proceeding shall be threatened or pending to restrain or enjoin the issuance or delivery of the Notes, or which in any way questions or affects the validity of the Notes. No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission. There shall have been no material adverse change in the consolidated financial condition of the Company and its subsidiaries, considered as a whole (a "MATERIAL ADVERSE CHANGE"), from that set forth in the Registration Statement and the Prospectus (excluding any amendments or supplements to the Prospectus since the relevant Pricing Effective Time, if any). (b) You shall have received on the Commencement Date a certificate of the Company dated such Commencement Date and signed by an executive officer of the Company to the foregoing effect. The officer signing such certificate may rely upon the best of his knowledge as to proceedings threatened. (c) You shall have received a favorable opinion of King & Spalding LLP, counsel for the Company, dated the Commencement Date, to the effect that: (i) The Company is a corporation validly existing and in good standing under the laws of the State of Delaware with the corporate power and authority to own its properties and conduct its business as described in the Prospectus. (ii) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity; and the Indenture has been duly qualified under the Trust Indenture Act. (iii) The Notes have been duly authorized and, when the terms thereof have been established in accordance with the Indenture and when executed, authenticated, issued and delivered in the manner provided for in the Indenture against payment therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity. (iv) This Agreement has been duly authorized, executed and delivered by the Company. (v) No authorization, consent or approval of, or registration or filing with, any governmental or public body or regulatory authority is required on the part of the Company for the issuance of the Notes in accordance with the Indenture or the sale of the Notes in accordance with this Agreement other than 3 the registration of the Notes under the Securities Act, qualification of the Indenture under the Trust Indenture Act and compliance with the securities or Blue Sky laws of various jurisdictions. (vi) The statements in the Prospectus under the captions "Description of Debt Securities", "Description of Notes" and "Certain United States Federal Income Tax Considerations", insofar as such statements constitute summaries of the documents (or provisions thereof) or statutes (or provisions thereof) referred to therein, fairly present the information required to be described with respect to such documents (or provisions thereof) or statutes (or provisions thereof) and fairly summarize in all material respects such documents (or provisions thereof) or statutes (or provisions thereof). (vii) The Indenture and the form of the Notes conform in all material respects to the descriptions thereof in the Prospectus. (viii) The Registration Statement has become effective under the Securities Act, and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are pending under the Securities Act. (ix)(A) Each document, if any, filed pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and incorporated by reference in the Prospectus, when such document was filed with the Commission, complied as to form in all material respects with the Exchange Act and the rules and regulations thereunder; and (B) the Registration Statement, as of its effective date, and the Prospectus, as of its issue date and the Commencement Date, complied as to form in all material respects with the requirements of the Trust Indenture Act and the Securities Act and the rules and regulations thereunder (in each case other than the financial statements and notes thereto, the financial statement schedules and the other financial and statistical data and Form T-1 included or incorporated by reference therein). In addition, King & Spalding LLP shall state that, in its capacity as counsel for the Company, it has rendered legal advice and assistance in connection with the Company's preparation of the Registration Statement and the Prospectus. Rendering such assistance included, among other things, discussions and inquiries concerning various legal matters, the review of certain documents, and participating in conferences with officers and other representatives of the Company, representatives of the Company's independent auditors and representatives of the Agents and their counsel during which the contents of the Registration Statement and the Prospectus and related matters were discussed and reviewed. Such counsel shall state that although it is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, on the basis of the information that was developed in the course of the performance of the services referred to above, nothing came to their attention that causes them to believe that (A) each part of 4 the Registration Statement (other than the financial statements and notes thereto, the financial statement schedules and the other financial and statistical data and the Form T-1 included or incorporated by reference therein), at the time it became effective, and if any amendment to the Registration Statement has been filed with the Commission subsequent to such date, at the time of the most recent filing, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (B) the Prospectus (other than the financial statements and notes thereto, the financial statement schedules and the other financial and statistical data included or incorporated by reference therein), as of its issue date and as of the Commencement Date, contained or contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) You shall have received a favorable opinion of counsel in the Legal Department of the Company, reasonably satisfactory to the Agents, dated the Commencement Date, to the effect that: (i) The Company is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which it owns or leases material properties or in which the conduct of its business requires such qualification and in which the failure to so qualify would have a material adverse effect on the Company and its subsidiaries considered as a whole. (ii) The execution and delivery of the Indenture, the issuance of the Notes in accordance with the Indenture and the sale of the Notes pursuant to this Agreement: (A) do not and will not result in any violation of the certificate of incorporation or bylaws of the Company; (B) to such counsel's knowledge, do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any agreement or other instrument binding upon the Company or any subsidiary of the Company that is a "significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X under the Securities Act (each, a "SIGNIFICANT SUBSIDIARY") that is material to the Company and its subsidiaries considered as a whole; and (C) do not and will not result in a violation of any existing material law, rule or regulation applicable to the Company or any of its subsidiaries or any material judgment, order, writ, injunction or decree known to such counsel of any governmental authority or court having jurisdiction over the Company or any of its subsidiaries. (iii) The Company has the corporate power and authority to authorize, issue and sell the Notes as contemplated by this Agreement. (iv) The statements in the (A) documents incorporated by reference into the Prospectus under the captions "Government Regulation" and "Legal Proceedings" in the Company's most recently filed Annual Report on Form 10-K and Part II, Item 1 of the Company's subsequently filed Quarterly Reports on Form 10-Q, if any (or comparable paragraphs under the caption "Liquidity and Capital Resources" in Part I, Item 2 of such Quarterly Reports on Form 10-Q, as 5 the case may be), and (B) the Registration Statement under Item 15, insofar as such statements purport to constitute summaries of the documents (or provisions thereof), statutes (or provisions thereof) or legal proceedings referred to therein, fairly present the information required to be described with respect to such documents (or provisions thereof), statutes (or provisions thereof) or legal proceedings and fairly summarize in all material respects such documents (or provisions thereof), statutes (or provisions thereof), or legal proceedings. (v) To such counsel's knowledge, there are no (A) legal or governmental proceedings pending or threatened to which the Company or any Significant Subsidiary is a party, or to which any of the properties of the Company or any Significant Subsidiary is subject, that are required to be described in the Registration Statement or the Prospectus and are not so described or (B) statutes, regulations or contracts that are required to be described in the Registration Statement or the Prospectus or contracts that are required to be filed as exhibits to the Registration Statement that are not described or filed as required. (e) You shall have received on the Commencement Date a letter dated the Commencement Date from Deloitte & Touche LLP, independent auditors, containing statements and information of the type ordinarily included in auditors' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus. (f) You shall have received a favorable opinion of Gibson, Dunn & Crutcher LLP, counsel for the Agents, dated such Commencement Date, to the effect set forth in Section II(c) in clauses (ii), (iii), (iv), (vii) and (ix)(B) and the paragraph following clause (ix). (g) You shall have received a certificate of the secretary or assistant secretary of the Company as to the Certificate of Incorporation of the Company, the Bylaws of the Company and the resolutions authorizing the issuance and sale of the Notes and certain related matters. The obligations of the Purchasing Agent to purchase Notes as principal, both under this Agreement and under any Terms Agreement, are subject to the conditions that: (i) no litigation or proceeding shall be pending or, to the Company's knowledge, threatened to restrain or enjoin the issuance or delivery of the Notes, or which in any way questions or affects the validity of the Notes; (ii) no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or, to the Company's knowledge, threatened by the Commission; and (iii) there shall have been no Material Adverse Change in the consolidated financial condition of the Company and its subsidiaries, considered as a whole, from that set forth in the Registration Statement and the Prospectus, each of which conditions shall be met on the corresponding Settlement Date (as defined in Section IV(b) hereof). Further, if specifically called for by any written agreement by the Purchasing Agent to purchase Notes as principal, the Purchasing 6 Agent's obligations hereunder and under such agreement shall be subject to such of the additional conditions set forth in clause (a), as it relates to the executive officer's certificate, and clauses (b), (c), (d) and (e) above, as agreed to by the parties, each of which such agreed conditions shall be met on the corresponding Settlement Date. III. In further consideration of your agreements herein contained, the Company covenants as follows: (a) The Company will furnish you, without charge, a copy of (i) the Indenture, (ii) the resolutions of the Board of Directors (or the Executive Committee) of the Company authorizing the issuance and sale of the Notes, certified by the Secretary or Assistant Secretary of the Company as having been duly adopted, (iii) the Registration Statement including exhibits and documents incorporated by reference therein, and (iv) as many copies of the Prospectus, any Permitted Free Writing Prospectus, any documents incorporated by reference therein, and any supplements and amendments thereto as you may reasonably request. (b) Before amending or supplementing the Registration Statement, the Prospectus or the Pricing Disclosure Material (other than amendments or supplements to change interest rates and other than amendments or supplements in the form of the Company's periodic filings to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that are incorporated by reference in the Prospectus and the Pricing Disclosure Material), the Company will furnish you a copy of each such proposed amendment or supplement and afford you a reasonable opportunity to comment on any such proposed amendment or supplement. (c) The Company will furnish you copies of each amendment to the Registration Statement and of each amendment and supplement to the Prospectus or the Pricing Disclosure Material in such quantities as you may from time to time reasonably request. If at any time when the delivery of a Prospectus shall be required by law in connection with sales of any of the Notes, either (i) any event shall have occurred as a result of which the Prospectus or the Pricing Disclosure Material as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) for any other reason it shall be necessary to amend or supplement the Prospectus or Pricing Disclosure Material as then amended or supplemented or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Company will (A) notify you to suspend the solicitation of offers to purchase Notes and if notified by the Company, you shall forthwith suspend such solicitation and cease using the Prospectus or the Pricing Disclosure Material, as applicable, as then amended or supplemented and (B) if the Company notifies you that it would like you to resume the solicitation of offers to purchase Notes, promptly prepare and file with the Commission such document incorporated by reference in the Prospectus or the Pricing Disclosure Material or an amendment or supplement to the Registration 7 Statement, the Prospectus or the Pricing Disclosure Material which will correct such statement or omission or effect such compliance and will provide to you without charge a reasonable number of copies thereof, which you shall use thereafter. (d) The Company will endeavor to qualify such Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request and will pay all reasonable expenses (including fees and disbursements of counsel) in connection with such qualification; provided, that, in connection therewith the Company shall not be required to qualify as a foreign corporation to do business, or to file a general consent to service of process, in any jurisdiction. (e) The Company will make generally available to its security holders and to you as soon as practicable earning statements that satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder covering 12 month periods beginning, in each case, not later than the first day of the Company's fiscal quarter next following the "effective date" (as defined in Rule 158 under the Securities Act) of the Registration Statement with respect to each sale of Notes. (f) If the Company and the Purchasing Agent mutually agree to list Notes on any stock exchange (a "STOCK EXCHANGE"): (i) The Company will use its reasonable efforts, in cooperation with the Purchasing Agent, to cause such Notes to be accepted for listing on any such Stock Exchange, in each case as the Company and the Purchasing Agent shall deem to be appropriate. In connection with any such agreement to list Notes on a Stock Exchange, the Company shall use its reasonable efforts to obtain such listing promptly and shall furnish any and all documents, instruments, information and undertakings that may be reasonably necessary or advisable in order to obtain and maintain the listing. (ii) So long as any Note remains outstanding and listed on a Stock Exchange, if the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact relating to any matter described in the Prospectus the inclusion of which was required by the listing rules and regulations of such Stock Exchange on which any Notes are listed (the "LISTING RULES") or by such Stock Exchange, the Company will provide to the Purchasing Agent information about the change or matter and to amend or supplement the Prospectus in order to comply with the Listing Rules or as otherwise requested by the Stock Exchange. (iii) The Company will use reasonable efforts to comply with any undertakings given by it from time to time to any Stock Exchange on which any Notes are listed. (g) The Company promptly will notify the Purchasing Agent in writing in the event that the Company does not have a security listed on the New York Stock Exchange. 8 (h) The Company will notify the Agents immediately, and confirm such notice in writing, of any change in the rating assigned by any nationally recognized statistical rating organization, as such term is defined in Rule 436(g)(2) under the Securities Act, to the Medium-Term Note Program under which the Notes are issued (the "PROGRAM") or any debt securities (including the Notes) of the Company, or the public announcement by any nationally recognized statistical rating organization that it has under surveillance or review, with possible negative implications, its rating of the Program or any such debt securities, or the withdrawal by any nationally recognized statistical rating organization of its rating of the Program or any such debt securities. IV. (a) Solicitations as Agent. You hereby agree, as Agents hereunder, to use your reasonable best efforts to solicit and receive offers to purchase Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to you from time to time by the Company or the Purchasing Agent, as the case may be. For the purpose of such solicitation you will use the Prospectus as then amended or supplemented which has been most recently distributed to you by the Company, and you will solicit offers to purchase only as permitted or contemplated thereby and herein. The Company reserves the right, in its sole discretion, to suspend solicitation of offers to purchase Notes at any time for any period of time or permanently. Upon receipt of notice of any such suspension (which may be given orally) from the Company, you will as soon as practicable, but in any event no later than one business day after receipt of such instructions, suspend solicitation of offers to purchase until such time as the Company has advised you that such solicitation may be resumed. In addition, the Company reserves the right to sell, and may solicit and accept offers to purchase, up to $50,000,000 aggregate principal amount of Notes directly on its own behalf in up to ten separate transactions; and, in the case of any such sale not resulting from a solicitation made by any Agent, no Concession (as defined below) will be payable with respect to such sale. You are authorized to solicit orders for the Notes only in denominations of $1,000 or more (in multiples of $1,000). You are not authorized to appoint subagents or to engage the service of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company; provided, however, the Purchasing Agent may engage the service of any other broker or dealer without the consent of the Company. The Purchasing Agent, however, on a periodic basis upon request, will provide the Company with a list of those brokers or dealers so engaged. In addition, unless otherwise instructed by the Company, the Purchasing Agent shall communicate to the Company, orally or in writing, the aggregate amount of each offer to purchase each proposed series or issuance of Notes. The Company shall have the sole right to accept offers to purchase Notes offered through you and may reject any proposed purchase of Notes as a whole or in part. You shall have the right, in your discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of your agreements contained herein. The Company agrees to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes, a concession in the form of a discount equal to the percentages of the principal amount of each Note sold not in excess of the concession set forth in Exhibit A (the "CONCESSION"). Notwithstanding the foregoing, for Notes that bear a zero interest rate and are 9 issued at a substantial discount from the principal amount payable at the Maturity Date (a "ZERO-COUPON NOTE"), the Company agrees to pay the Purchasing Agent, as consideration for soliciting the sale of the Zero-Coupon Notes, a Concession in the form of a discount equal to the percentages of the initial offering price of each Zero-Coupon Note sold not in excess of the Concession set forth in Exhibit A. The Purchasing Agent and the other Agents will share the Concession in such proportions as they may agree. Except as provided in Section IV(b) hereof, in soliciting offers to purchase Notes from the Company, you are acting solely as agent for the Company and not as principal. When acting on behalf of the Company on an agency basis, you will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been accepted by the Company, but you shall not have any liability to the Company in the event such purchase is not consummated for any reason, other than to repay to the Company any Concession with respect thereto. (b) Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms of this Agreement and a separate agreement, substantially in the form of Exhibit C, to be entered into on behalf of such Agent(s) by the Purchasing Agent, which will provide for the sale of such Notes to, and the purchase and reoffering thereof by, the Purchasing Agent as principal. Each such separate agreement (which may be an oral agreement and confirmed in writing as described below between the Purchasing Agent and the Company) is herein referred to as a "TERMS AGREEMENT". A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Purchasing Agent. The Terms Agreement shall not be effective, and the Agents agree that no contract of sale may be entered into by the Agents in respect of a sale of Notes as described in this section, until the Company has made the Pricing Disclosure Material available to the Agents and the Pricing Effective Time occurs. The Purchasing Agent's agreement to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Except pursuant to a Terms Agreement, under no circumstances shall you be obligated to purchase any Notes for your own account. Each Terms Agreement, whether oral (and confirmed in writing which may be by facsimile transmission) or in writing, shall describe the Notes to be purchased pursuant thereto by the Purchasing Agent as principal, and may specify, among other things, the principal amount of Notes to be purchased, the interest rate or formula and maturity date or dates of such Notes, the interest payment dates, if any, the price to be paid to the Company for such Notes, the initial public offering price at which the Notes are proposed to be reoffered, and the time and place of delivery of and payment for such Notes (the "SETTLEMENT DATE"), whether the Notes provide for a survivor's option or for optional redemption by the Company and on what terms and conditions, and any other relevant terms. In connection with the resale of the purchased Notes, you are not authorized, without the consent of the Company, to appoint subagents or to engage the service of any other broker or dealer, nor may you reallow any portion of the discount paid to you by the Company in excess of the designated reallowance portion; provided, however, that the Purchasing Agent may engage the service of any other broker or dealer without the consent of the Company. The Purchasing Agent however, on a periodic basis, will provide the Company with a list of those brokers or 10 dealers so engaged. Unless authorized by the Purchasing Agent in each instance, no Agent will purchase and sell Notes for which an order from a client has not been received. Each purchase of Notes by the Purchasing Agent from the Company shall be at a discount from the principal amount of each such Note on the date of issue not in excess of the applicable Concession set forth in Exhibit A. Notwithstanding the foregoing, for Zero-Coupon Notes, each purchase of Zero-Coupon Notes by the Purchasing Agent from the Company shall be at a discount from the initial offering price of each such Note on the date of issue not in excess of the applicable Concession set forth in Exhibit A. (c) Public Offering Price. Unless otherwise authorized by the Company, all Notes, other than Zero Coupon Notes, shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Zero-Coupon Notes shall be sold to the public at a purchase price no greater than an amount, expressed as a percentage of the principal face amount of such Notes, equal to (i) the net proceeds to the Company on the sale of such Notes, plus (ii) the Concession, plus (iii) accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent responsible for such sale and delivered to the purchaser along with a notice of availability (pursuant to Rule 172 of the Securities Act) or a copy of the Pricing Disclosure Material. (d) Procedures. Procedural details relating to the issue and delivery of, and the solicitation of offers to purchase and payment for, the Notes, whether under Section IV(a) or IV(b), are set forth in the Administrative Procedures attached hereto as Exhibit B, as amended from time to time (the "PROCEDURES"). Unless otherwise provided in a Terms Agreement, the provisions of the Procedures shall apply to all transactions contemplated hereunder. You and the Company each agree to perform the respective duties and obligations specifically provided to be performed by each in the Procedures. The Procedures may only be amended by written agreement of the Company and each of you. (e) Information. The Company authorizes the Agents, in connection with their solicitation of purchase of the Notes, to use only the information taken from the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, and the documents incorporated therein by reference, and each of the Agents agrees that it has and will have sole responsibility for the completeness and accuracy of all other information, written or oral, furnished by such Agent and its agents and employees to purchasers and prospective purchasers of the Notes. (f) Prospectus Delivery. You shall, as required by applicable law, furnish to each person to whom you sell or deliver Notes a copy of the Prospectus (as then amended or supplemented) or, if delivery of the Prospectus is not required by applicable law, inform each such person that a copy thereof (as then amended or supplemented) will be made available upon request. You are not authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the Notes. You will not use any marketing materials other than the Prospectus and any Permitted Free Writing Prospectus in connection with any offer or sale of the Notes except for marketing materials prepared by the Company, if any, and furnished to you together with written authorization from the Company to the 11 Purchasing Agent to use the same hereunder. The Company hereby grants the Purchasing Agent a limited, non-exclusive, non-sublicenseable, non-assignable, revocable worldwide right and license to use the Company's name and logo (the "Logo") as displayed on Exhibit F in "Marketing Materials" that include only (i) brochures and (ii) the Purchasing Agent's website to identify the Company as a member of the Direct Access Notes Program in the Purchasing Agent's general materials and marketing objectives relating to the Direct Access Notes Program (the "MARKETING MATERIALS"). The Purchasing Agent shall not use the Company's name or Logo unless approved in writing by the Company prior to their use. Any approvals from or authorizations by the Company under this Section IV(e) may be transmitted electronically by the Company to the Purchasing Agent. The Purchasing Agent understands and agrees that the rights granted by the Company to use and display the Company's name and Logo convey to the Purchasing Agent no greater rights than those expressly stated herein and that, in particular, the Purchasing Agent shall at no time acquire any legal or equitable right, title or interest of any sort in the Company's name and Logo or in the use thereof. Unless terminated earlier, the Purchasing Agent's right to use the Company's name and Logo shall cease upon the end of the term of this Agreement. (g) Compliance With Laws. The Purchasing Agent is aware that other than registering the Notes under the Securities Act, no action has been or will be taken by the Company that would permit the offer, sale or purchase of the Notes or possession or distribution of the Prospectus or any other offering material relating to the Notes in any jurisdiction where action for that purpose is required. Accordingly, the Purchasing Agent agrees that it will obtain any consent, approval or permission required for the offer, sale or purchase by it of Notes under the laws and regulations in force in any such jurisdiction to which it is subject or in which it makes such offer, sale or purchase. V. The Company represents and warrants to the Agents that as of the date hereof, as of each date on which the Company accepts an offer to purchase Notes (including any purchase by the Purchasing Agent as principal, pursuant to a Terms Agreement or otherwise), as of each date the Company issues and sells Notes (each of the times referenced above being referred to herein as a "REPRESENTATION DATE"): (a)(i) Each document, if any, filed, or to be filed, pursuant to the Exchange Act and incorporated by reference in the Prospectus complied as to form when so filed, or will on the applicable Representation Date comply as to form, in all material respects with the Exchange Act and the rules and regulations thereunder; (ii) the Registration Statement, as of the latest effective date thereof, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) each Prospectus, if any, filed pursuant to Rule 424 under the Securities Act, complied as to form when so filed in all material respects with the Securities Act and the applicable rules and regulations thereunder; (iv) the Registration Statement and each Prospectus comply as to form and, as amended or supplemented, if applicable, will on the applicable Representation Date comply as to form in all material respects with the Securities Act and the applicable rules and regulations thereunder; (v) the Registration Statement and any amendment thereto, as of 12 the applicable effective date of the Registration Statement or any such amendment, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (vi) the Prospectus and any amendment or supplement thereto, as of the date of the Prospectus or any such amendment or supplement, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (vi) at the time made available by the Company to the Agents for electronic delivery with respect to the Notes, the Pricing Disclosure Material will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to (i) any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Agent expressly for use in the Prospectus as amended or supplemented relating to the Notes or (ii) the Statement of Eligibility on Form T-1 of the Trustee. (b) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus and the Pricing Disclosure Material, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified or in good standing in any such jurisdiction. (c) The Company has an authorized capitalization as set forth in the financial statements incorporated by reference in the Prospectus and the Pricing Disclosure Material, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable. (d) The Notes have been duly authorized and, when the terms thereof have been established in accordance with the Indenture and when executed, authenticated, issued and delivered in the manner provided for in the Indenture against payment therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity. The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity. The Indenture has been duly qualified under the Trust Indenture Act. The Indenture conforms and the Notes of any particular issuance of Notes will conform in all material respects to the descriptions thereof contained in the Prospectus and the Pricing Disclosure Material as amended or supplemented that relate to such Notes. 13 (e) Other than as set forth in the Prospectus and the Pricing Disclosure Material, the Company and each of its subsidiaries have conducted their businesses and are in compliance in all material respects with all applicable federal and state laws and regulations, except for any conduct or noncompliance which would not have a material adverse effect on the Company and its subsidiaries considered as a whole. (f) The issue and sale of the Notes, the compliance by the Company with the provisions of the Notes, the Indenture, this Agreement and any Terms Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under: (i) the Certificate of Incorporation or By-Laws of the Company; (ii) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or (iii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties, except for such conflicts, breaches, violations or defaults under subsections (ii) or (iii) that would not result in a material adverse effect on the Company and its subsidiaries considered as a whole. No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issue and sale of the Notes or the consummation by the Company of the other transactions contemplated by this Agreement, any Terms Agreement or the Indenture, except such as have been obtained, or will have been obtained prior to the Commencement Date, under the Securities Act or the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws. (g) Other than as set forth in the Prospectus and the Pricing Disclosure Material, there are no legal or governmental proceedings pending or, to the Company's knowledge, threatened to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is subject, which are of a character that are required to be disclosed in the Prospectus and Pricing Disclosure Material which have not been disclosed therein as required. (h) Immediately after any sale of Notes by the Company hereunder or under any Terms Agreement, the aggregate amount of Notes which shall have been issued and sold by the Company hereunder or under any Terms Agreement and of any other debt securities of the Company (other than such Notes) that shall have been issued and sold pursuant to the Registration Statement will not exceed the amount of debt securities registered under the Registration Statement. (i) The Company is not, and, after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Prospectus, the Company will not be, required to register as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended. 14 (j) The Program, as well as the Notes, are rated Aaa by Moody's Investors Service, Inc. and AAA by Standard & Poor's Ratings Services, or, after the Commencement Date, such other rating as to which the Company shall have most recently notified the Agents pursuant to Section III(h) hereof. (k) The Company has not distributed and will not distribute any offering material in connection with the offering and sales of the Notes other than the Prospectus, the Pricing Disclosure Materials, if any, and a Permitted Free Writing Prospectus and will not use a Permitted Free Writing Prospectus except in compliance with Rule 433 under the Securities Act and otherwise in compliance with the Securities Act. The above representations and warranties shall not apply to any statements or omissions made in the Prospectus or the Pricing Disclosure Material in reliance upon and in conformity with information furnished in writing to the Company by you expressly for use therein. Each acceptance by the Company of an offer for the purchase of Notes and each issuance of Notes shall be deemed an affirmation by the Company that the foregoing representations and warranties are true and correct at the time, as the case may be, of such acceptance or of such issuance, in each case as though expressly made at such time. The representations, warranties and covenants of the Company shall survive the execution and delivery of this Agreement and the issuance and sale of the Notes. Unless the Company has suspended the solicitation of offers to purchase Notes pursuant to Section IV(a), each time the Registration Statement shall be amended by the filing of a post-effective amendment or a Form 10-K or Form 10-Q pursuant to Section 13 of the Exchange Act, or if agreed to by the Company in connection with a particular sale of Notes, the Company shall furnish the Agents with: (i) a written opinion, dated the date of such amendment, filing or as otherwise agreed, of counsel to the Company, in substantially the form previously delivered under Sections II(b) and II(c), but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; (ii) a letter, dated the date of such amendment, filing or as otherwise agreed, of Deloitte & Touche LLP, independent auditors, in substantially the form previously delivered under Section II(d), but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; and (iii) a certificate, dated the date of such amendment, filing or as otherwise agreed and signed by an executive officer of the Company, in substantially the form previously delivered under Section II(a), but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such date. VI. (a) The Company agrees to indemnify and hold harmless you, each person, if any, who controls (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) you and each of your and such person's officers and directors against any and all losses, liabilities, costs or claims (or actions in respect thereof) to which any of them may become subject (including all reasonable legal and other costs of investigating, disputing or defending any such claim or action), insofar as such losses, liabilities, costs or claims (or actions in respect thereof) arise out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, any Pricing 15 Disclosure Materials, any Permitted Free Writing Prospectus or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading provided, however that the Company shall not be liable for any such loss, liability, cost, claim or action arising from any statements or omissions made in reliance on and in conformity with written information provided by you to the Company expressly for use in the Registration Statement, any Prospectus, any Pricing Disclosure Materials, any Permitted Free Writing Prospectus or any amendment or supplement thereto. (b) Each Agent severally agrees to indemnify and hold harmless the Company, each person, if any, who controls (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company and the Company's and such person's officers and directors from and against any and all losses, liabilities, costs or claims (or actions in respect thereof) to which any of them may become subject (including all reasonable legal and other costs of investigating, disputing or defending any such claim or action), insofar as such losses, liabilities, costs or claims (or actions in respect thereof) arise out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, any Pricing Disclosure Materials, any Permitted Free Writing Prospectus or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance on and in conformity with written information furnished to the Company by such Agent expressly for use therein. (c) If any claim, demand, action or proceeding (including any governmental investigation) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to the preceding paragraphs, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action or proceeding, notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that, the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under the foregoing provisions of this Section VI unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section VI for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the indemnifying party has assumed the defense of such 16 proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where reasonably necessary) for all such indemnified parties. Such firm shall be designated in writing by the indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding; and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. (d) If the indemnification provided for in this Section VI is unavailable to or insufficient to hold harmless an indemnified party under the preceding paragraphs of this Section VI in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and each Agent on the other from the offering of the Notes to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and each Agent on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and each Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the sale of Notes (before deducting expenses) received by the Company bear to the total commissions or discounts received by such Agent in respect thereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading relates to information supplied by the Company on the one hand or by any Agent on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each Agent agree that it would not be just and equitable if contribution pursuant to this Section VI(d) were determined by per capita allocation (even if all Agents were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section VI(d). The 17 amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section VI(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section VI(d), no Agent shall be required to contribute any amount in excess of the amount by which the total public offering price at which the Notes purchased by it in the offering giving rise to the damages were sold exceeds the amount of any damages which such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of each of the Agents under this Section VI(d) to contribute are several in proportion to the respective purchases made by or through it to which such loss, claim, damage or liability (or action in respect thereof) relates and are not joint. (e) The indemnity and contribution agreements contained in this Section VI and the representations and warranties of the Company and you in this Agreement shall remain operative and in full force and effect regardless of: (i) any termination of this Agreement; (ii) any investigation made by or on behalf of the Agents; (iii) any investigation by an indemnified party or on such party's behalf or any person controlling an indemnified party or by or on behalf of the indemnifying party, its directors or officers or any person controlling the indemnifying party; and (iv) acceptance of and payment for any of the Notes. VII. This Agreement may be terminated at any time by the Agents, on the one hand, or the Company, on the other hand, upon the giving of five business days written notice of such termination to the other party. In the event of any such termination, neither party shall have any liability to the other party, except for obligations hereunder which expressly survive the termination of this Agreement and except that, if at the time of termination an offer for the purchase of Notes shall have been accepted by the Company but the time of delivery to the purchaser or his agent of the Note or Notes relating thereto shall not yet have occurred, the Company shall have the obligations provided herein with respect to such Note or Notes. Subsequent to the execution of a Terms Agreement, (i) the Purchasing Agent may terminate such Terms Agreement and (ii), if the Purchasing Agent does not elect to terminate such Terms Agreement pursuant to clause (i) of this sentence, upon the request of an Agent with respect to Notes to be purchased through the Purchasing Agent by such Agent, the Purchasing Agent shall terminate such Terms Agreement to the extent of the Notes that were to be purchased through the Purchasing Agent by such requesting Agent, in each case immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto, if there shall have occurred any: (i) change in the long-term debt of the Company or any change, or any development involving a prospective change, in the financial condition or in the earnings, business or operations of the Company, otherwise than as set forth or contemplated in the Prospectus, the effect of which is, in the judgment of the Purchasing Agent or such requesting Agent, so material and adverse as to make it impracticable or inadvisable to 18 proceed with the public offering of such Notes or enforce contracts for the sale of such Notes; or (ii) downgrading in the rating of the Company's debt securities (including the Notes) by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act) or public announcement by any such organization that it has under surveillance or review, with possible negative implications, its rating of such debt securities; or (iii) banking moratorium declared by Federal or New York authorities, or the authorities of any country in whose currency any Notes are denominated under the applicable Terms Agreement; or (iv) outbreak or escalation of hostilities in which the United States or any country in whose currency any Notes are denominated under the applicable Terms Agreement is involved, any declaration of war by Congress, any material adverse change in financial markets or any other substantial national or international calamity or emergency if, in the judgment of the Purchasing Agent or such requesting Agent, the effect of any such outbreak, escalation, material adverse change, declaration, calamity or emergency makes it impractical or inadvisable to proceed with the public offering of such Notes or enforce contracts for the sale of such Notes; or (v) action by any governmental authority or any change, or any development involving a prospective change, involving currency exchange rates or exchange controls, which makes it impracticable or inadvisable in the judgment of the Purchasing Agent or such requesting Agent to proceed with the public offering of such Notes or enforce contracts for the sale of such Notes. If this Agreement is terminated, the last sentence of the second paragraph of Section IV(a), Section III(c), (d) and (e), Section VI, and the first paragraph of Section XII shall survive; provided, that, if at the time of termination of this Agreement an offer to purchase Notes has been accepted by the Company but the time of delivery to the purchaser or its agent of such Notes has not occurred, the provisions of Section III(a) and (b), and Section IV(b) and (d) shall also survive until time of delivery. VIII. Except as otherwise specifically provided herein, all statements, requests and notices hereunder shall be in writing, or by telephone if promptly confirmed in writing, and if to you shall be sufficient in all respects if delivered in person or sent by facsimile transmission (confirmed in writing), or registered mail to you at your address, telecopier number set forth below by your signature and if to the Company shall be sufficient in all respects if delivered or sent by telecopier or registered mail to the Company at 55 Glenlake Parkway, N.E., Atlanta, Georgia 30328, Attention: Legal Department, telecopier number (404) 828-6912. All such notices shall be effective on receipt. 19 IX. This Agreement shall be binding upon each of you and the Company, and inure solely to the benefit of you and the Company and any other person expressly entitled to indemnification hereunder and the respective personal representatives, successors and assigns of each, and no other person shall acquire or have any rights under or by virtue of this Agreement. X. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Each party to this Agreement irrevocably agrees that any legal action or proceeding against it arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered against it in connection with this Agreement may be brought in any Federal or New York State court sitting in the Borough of Manhattan. By execution and delivery of this Agreement, such party hereby irrevocably accepts and submits to the jurisdiction of each of the aforesaid courts in personam, generally and unconditionally with respect to any such action or proceeding for itself and in respect of its property, assets and revenues. Each party hereby also irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding has been brought in an inconvenient forum. XI. If this Agreement is executed by or on behalf of any party, such person hereby states that at the time of the execution of this Agreement he has no notice of revocation of the power of attorney by which he has executed this Agreement as such attorney. XII. The Company will pay the expenses incident to the performance of its obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement and all amendments thereto and the Prospectus and any amendments or supplements thereto and any Permitted Free Writing Prospectus; (ii) the preparation, issuance and delivery of the Notes; (iii) the fees and disbursements of the Company's counsel and auditors, of the Trustee and its counsel and of any paying or other agents appointed by the Company; (iv) the printing and delivery to you in quantities as hereinabove stated of copies of the Registration Statement and the Prospectus; (v) the reasonable fees and disbursements of Gibson, Dunn & Crutcher LLP, counsel for the Agents (including "Blue Sky" fees and disbursements, if any); (vi) if the Company lists Notes on a securities exchange, the costs and fees of such listing; and (vii) any fees charged by rating agencies for the rating of the Notes. The Company hereby acknowledges that the Agents will be acting pursuant to contractual relationship on an arm's length basis and in no event do the parties intend that the Agents act or be responsible as a fiduciary to the Company, their management, stockholders, creditors or any other person. The Company and the Agents each hereby expressly disclaim any fiduciary relationship and agree they are each responsible for making their own independent judgments with respect to any transactions entered into between them. 20 This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. As used herein, "business day" means any day other than a Saturday, Sunday or any day on which banking institutions are authorized or required by law, regulation or executive order to be closed in the City of New York. 21 If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between the Company and you. Very truly yours, UNITED PARCEL SERVICE, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Confirmed and accepted as of the date first above written: LASALLE FINANCIAL SERVICES, INC. By: --------------------------------- Name: ------------------------------- Title: ------------------------------ LaSalle Financial Services, Inc. 327 Plaza Real, Suite 225 Boca Raton, FL 33432 Attention: Product Origination Telecopier: ------------------------- CHARLES SCHWAB & CO., INC. By: --------------------------------- Name: ------------------------------- Title: ------------------------------ Charles Schwab & Co., Inc. 101 Montgomery Street San Francisco, CA 94104 Attention: -------------------------- Telecopier: ------------------------- 22 CITIGROUP GLOBAL MARKETS INC. By: --------------------------------- Name: ------------------------------- Title: ------------------------------ Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Attention: Transaction Execution Group Telecopier: (646) 291-5209 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: --------------------------------- Name: ------------------------------- Title: ------------------------------ Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center, Floor 15 New York, New York 10080 Attention: Transaction Management Group Telecopier: 212-449-2234 MORGAN STANLEY & CO. INCORPORATED By: --------------------------------- Name: ------------------------------- Title: ------------------------------ Morgan Stanley & Co. Incorporated 1585 Broadway, 4th Floor New York, New York 10036 Attention: Greg Hamwi Telecopier: 212-507-2460 With a copy to: Morgan Stanley & Co. Incorporated 1585 Broadway, 4th Floor New York, New York 10036 Attention: Financing Services Group Telecopier: 646-202-9159 23 SAMUEL A. RAMIREZ & CO., INC. By: --------------------------------- Name: ------------------------------- Title: ------------------------------ Samuel A. Ramirez & Co., Inc. 61 Broadway New York, New York 10006 Attention: -------------------------- Telecopier: ------------------------- MURIEL SIEBERT & CO., INC. By: --------------------------------- Name: ------------------------------- Title: ------------------------------ Muriel Siebert & Co., Inc. 885 Third Avenue, Suite 1720 New York, New York 10022 Attention: -------------------------- Telecopier: ------------------------- UBS SECURITIES LLC By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ UBS Securities LLC 800 Harbor Blvd. Weehawken, New Jersey 07087 Attention: Taxable Fixed Income Department -- Corporate Desk Telecopier: (201) 352-6900 24 WACHOVIA SECURITIES LLC By: --------------------------------- Name: ------------------------------- Title: ------------------------------ Wachovia Securities LLC 901 East Byrd Street River Front Plaza West Tower, 3rd Floor Richmond, VA 23219 Attention: George Curci Fax: 804-868-2205 25 SCHEDULE I Names of Agents LaSalle Financial Services, Inc. Charles Schwab & Co., Inc. Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated Samuel A. Ramirez & Co., Inc. Muriel Siebert & Co., Inc. UBS Securities LLC Wachovia Securities LLC EXHIBIT A UPS Notes UNITED PARCEL SERVICE, INC. DEALER AGENT PROGRAM The following Concessions are payable as a percentage of the Price to Public of each note sold to or through the Purchasing Agent and will not exceed the amounts listed below.