EXHIBIT 10.19(3)
AMENDMENT NO. 3
TO THE
UPS QUALIFIED STOCK OWNERSHIP PLAN
AND TRUST AGREEMENT
(Effective as of November 15, 1999)
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;
WHEREAS, on November 15, 1999, United Parcel Service of America, Inc. ("Old
UPS") merged into one of its subsidiaries and, as a result, became a subsidiary
of United Parcel Service, Inc. ("New UPS");
WHEREAS, pursuant to the terms of the merger, each share of UPS Stock held
under the Plan was exchanged for two shares of the Class A common stock of New
UPS, and each shareholder's interest in Class A common stock was divided as
evenly as possible between Class A-1, Class A-2 and Class A-3 common stock of
New UPS;
WHEREAS, following the merger, New UPS has announced a cash tender offer to
buy Class A-1 common stock of New UPS; and
WHEREAS, it is desired to amend the Plan to reflect the merger and to
facilitate the tender offer.
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 effective as of November 15, 1999:
1. Section 1.28 is hereby amended to read as follows:
Section 1.28 Fair Market Value - means
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(a) for any asset other than UPS Stock, the fair market value of that
asset as determined by the Trustee;
(b) for UPS Stock,
(1) the fair market value of a share of the Class B common stock of
United Parcel, Inc. ("Class B Stock"), as determined in accordance
with the following provisions:
(i) if shares of Class B Stock are listed on any established
stock exchange or a national market system, the reported closing
price for a share of Class B Stock as reported by such stock
exchange or national market system with respect to its normal
trading session or such other source as the Board deems reliable;
or
(ii) if shares of Class B Stock are not listed on any established
stock exchange or a national market system, the fair market value
of a share of Class B Stock as determined by the Board in its
sole and absolute discretion; and
(2) at any time after the ESOP feature is activated, the fair market
value as determined by an "independent appraiser" (as described in
Code (S) 401(a)(28)) appointed by the Committee for that purpose.
2. Section 1.57, UPS Stock, is hereby amended to read as follows:
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Section 1.57 UPS Stock - means the Class A common stock of United Parcel
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Service, Inc. (including Class A-1, Class A-2 and Class A-3) and other
securities of United Parcel Service, Inc. or an Affiliate that meet the
definition of "employer securities" under Code (S) 409(l) or ERISA (S)
407.
3. The Plan is hereby amended to delete all references to the UPS Stock
Trust, accordingly:
(a) Article I is hereby amended to delete the definition of UPS Stock
Trust set forth in Section 1.58 and to renumber the subsequent
paragraph (currently Section 1.59 Valuation Date) so that it is
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numbered Section 1.58 Valuation Date;
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(b) Section 8.8, Distribution of UPS Stock or Cash; is hereby amended to
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delete the last sentence thereof;
(c) Section 8.9(d), Continuation of Rights, is hereby amended to delete
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the parenthetical in the last sentence thereof; and
(d) Section 8.13(b)(5)(c), regarding eligible rollover distributions, is
hereby amended to delete the phrase "the custodian or trustee of which
agrees to be bound by the terms of the UPS Stock Trust" from the last
sentence thereof.
4. Article VI is hereby amended to add a new Section 6.7 that reads as follows:
Section 6.7 Account Adjustments to Reflect November 15, 1999 Merger. Each
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Account shall be adjusted in an equitable manner as directed by the
Committee to reflect the stock received by the Plan in connection with the
merger described in the proxy statement/prospectus to the shareowners of
United Parcel Service of America, Inc. dated September 22, 1999.
5. Section 8.8 is hereby amended to add the following sentence to the end
thereof:
If there is more than one class of UPS Stock allocated to an Account, any
UPS Stock distributed from such Account and any UPS Stock sold to
distribute cash from such Account shall be taken equally from the shares of
each such class allocated to such Account in accordance with the procedures
developed by the Committee, which shall reflect appropriate adjustments for
shares of any class sold from such Account in any tender offer.
6. Section 8.10 is hereby amended to add the following sentence to the end
thereof:
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.
7. Section 8.11 is hereby amended to add the following sentence to the end
thereof:
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.
8. Section 8.12 (a) is hereby amended to add the following sentence to the end
thereof:
In no event shall an automatic transfer of the proceeds of a tender offer
to the Savings Plan as described in Section 9.12 (a)(2) be treated as a
transfer from this
Plan to the Savings Plan for the purpose of the one year restriction
described in this Section 8.12 (a).
9. Section 9.12(a) hereby is amended
(a) to add new paragraphs (3) and (4) as follows:
(3) February 4, 2000 Tender Offer. Notwithstanding any contrary
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provision, paragraph (2) of this Section 9.12(a) will not apply and
this paragraph (3) will apply with respect to the tender offer by
United Parcel Service, Inc. for shares of Class A-1 common stock of
United Parcel Service, Inc. ("Class A-1 Shares") dated February 4,
2000 (the "February 2000 Tender"). For purposes of this paragraph
(3), a "Tender Participant" means each Participant or Beneficiary who
would be entitled to tender whole Class A-1 Shares allocated to his or
her Account in accordance with the terms of the February 2000 Tender
if such Class A-1 Shares were owned directly by such Participant or
Beneficiary and the Class A-1 Shares allocated to his or her Account
were the only Class A-1 Shares owned by such Participant or
Beneficiary. Each Tender Participant will be entitled to instruct the
Trustee as to whether to tender whole Class A-1 Shares allocated to
his or her Account and such whole shares will be tendered or not
tendered by the Trustee in accordance with such instructions. The
failure to give a timely direction to tender by Tender Participant
with respect to Class A-1 Shares allocated to his or her Account is
deemed to be a direction not to tender. Accordingly, any whole Class
A-1 Shares allocated to the Account of a Tender Participant with
respect to which no direction is received by the Trustee in a timely
manner will not be tendered. Fractional shares allocated to an
Account and shares allocated to the Account of a Participant or
Beneficiary other than a Tender Participant will not be tendered.
(4) Proceeds of Tender Offer. Notwithstanding the requirements set
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forth in Section 8.10, the proceeds of the tender of any shares of UPS
Stock allocated to the Account of a Participant or Beneficiary shall
be automatically transferred to an account for the benefit of such
Participant or Beneficiary under the Savings Plan.
and
(b) to renumber paragraph (3) (as in effect before this Amendment No. 3) as
paragraph (5) and amend such new paragraph (5) to read as follows:
(5) Communication. The Trustee will (in an appropriate and timely
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manner) furnish, or cause to be furnished, to Participants and
Beneficiaries who are entitled to direct the Trustee whether to tender
the shares of UPS
Stock allocated to his or her Account with the same information and
notices as are furnished to other shareholders who are entitled to
vote or entitled to tender regarding the matters to be voted upon or
the tender offer and will provide them with adequate opportunity to
deliver their instructions to the Trustee. The Trustee in its
discretion will determine the manner in which instructions with
respect to the voting or tender of UPS Stock will be given and any
such instructions will be confidential.
IN WITNESS WHEREOF, the undersigned certify that United Parcel Service of
America, Inc. based upon action by its Board of Directors dated February 15,
2000, has caused this Amendment No. 3 to be adopted.
ATTEST: UNITED PARCEL SERVICE OF
AMERICA, INC.
/s/ Joseph R. Moderow /s/ James P. Kelly
_________________________ __________________________
Joseph R. Moderow James P. Kelly
Secretary Chairman