UNITED PARCEL SERVICE, INC.

                                       and

                                 CITIBANK, N.A.
                                   as Trustee


- --------------------------------------------------------------------------------


                          SECOND SUPPLEMENTAL INDENTURE

                         Dated as of September 21, 2001

                                  amending the

                                    INDENTURE

                          Dated as of January 26, 1999



- --------------------------------------------------------------------------------

                             SENIOR DEBT SECURITIES


     SECOND SUPPLEMENTAL INDENTURE,  dated as of September 21, 2001 (the "Second
Supplemental  Indenture"),  between United Parcel Service,  Inc. (the "Company")
and  Citibank,  N.A.,  as  trustee  (the  "Trustee"),   to  the  Indenture  (the
"Indenture"), dated as of January 26, 1999, between the Company (as successor to
United  Parcel  Service of  America,  Inc.  pursuant  to the First  Supplemental
Indenture  dated as of March 27, 2000) and the Trustee.  All  capitalized  terms
used herein and not otherwise  defined have the meanings assigned to them in the
Indenture.

     WHEREAS,  the  Company  desires  to (1) amend the  definition  of  "Company
Request"  or  "Company  Order"  in  Section  1.01  of the  Indenture  to add the
Treasurer and any Assistant  Treasurer to the officers authorized to execute any
Company  Request or Company Order on behalf of the Company and (2) amend Section
3.03 of the Indenture to add the  Treasurer  and any Assistant  Treasurer to the
officers authorized to execute Securities on behalf of the Company;

     WHEREAS, pursuant to Section 9.01(11) of the Indenture, the Company and the
Trustee  may,  at any  time  and  from  time to  time,  enter  into  one or more
supplemental  indentures  without  the  consent  of  the  Holders  to  amend  or
supplement  the Indenture,  provided that no such amendment or supplement  shall
materially  adversely affect the interests of the Holders of any Securities then
Outstanding.

     WHEREAS,  the  amendments  to  the  Indenture  set  forth  in  this  Second
Supplemental  Indenture  shall only apply in respect of Securities  issued after
the date hereof;

     NOW THEREFORE, in consideration of the premises and other good and valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:

1.    Amendment to Section 1.01.
      --------------------------

     The definition of "Company Request" or "Company Order" set forth in Section
1.01 of the  Indenture  is hereby  deleted  in its  entirety  and the  following
definition shall be substituted therefor:

     "Company  Request"  or  "Company  Order"  means a written  request or order
signed  in the  name of the  Company  by its  Chairman  of the  Board,  its Vice
Chairman of the Board,  its  President,  a Vice  President,  its Treasurer or an
Assistant  Treasurer  and  by  its  Secretary  or an  Assistant  Secretary,  and
delivered to the Trustee.

2.    Amendment to Section 3.03.
      --------------------------

     The first  sentence of Section 3.03 of the  Indenture is hereby  deleted in
its entirety and the following sentence shall be substituted therefor:

     "The Securities  shall be executed on behalf of the Company by its Chairman
of the Board,  its Vice Chairman of the Board,  its  President,  one of its Vice
Presidents,  its  Treasurer  or one  of  its  Assistant  Treasurers,  under  its
corporate  seal  reproduced  thereon  attested  by its  Secretary  or one of its
Assistant Secretaries."

3.    No Other Changes.
      ----------------

     Except as expressly amended hereby,  all of the terms and provisions of the
Indenture shall continue in full force and effect. All references to "Indenture"
in the Indenture  shall be understood to refer to the  Indenture,  as amended by
the First Supplemental Indenture and this Second Supplemental Indenture.


4.    Ratification of Indenture.
      -------------------------

     The Indenture,  as amended by this Second Supplemental Indenture, is in all
respects ratified and confirmed, and this Second Supplemental Indenture shall be
deemed part of the  Indenture in the manner and to the extent herein and therein
provided.

5.    Governing Law.
      -------------

     THIS SECOND  SUPPLEMENTAL  INDENTURE  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAW OF THE  STATE  OF NEW YORK  WITHOUT  GIVING  EFFECT  TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE.

6.    Severability.
      ------------

     In  case  any one or more of the  provisions  in this  Second  Supplemental
Indenture shall be held invalid,  illegal or  unenforceable,  in any respect for
any reason,  the validity,  legality and enforceability of any such provision in
every other  respect  and of the  remaining  provisions  shall not in any way be
affected or  impaired  thereby,  it being  intended  that all of the  provisions
hereof shall be enforceable to the full extent permitted by law.

7.    Counterparts.
      ------------

     All  parties  may sign any  number of copies  of this  Second  Supplemental
Indenture. Each signed copy shall be an original, but all of them together shall
represent the same agreement.