EXHIBIT 10.10(9)
AMENDMENT NO. 9
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; and
WHEREAS, it is desired to amend the Plan to (1) limit Eligible
Compensation for purposes of the SavingsPLUS contribution for those Participants
who become eligible for the Plan mid-year after participating in another
Affiliate plan that provides a match on compensation earned in that year, (2)
change the SavingsPLUS contribution formula for ConnectShip, Inc. to 100% of the
first 3% of Eligible Compensation and (3) add Code ss. 401(a)(9) model amendment
provisions in Appendix 8.4;
NOW THEREFORE, pursuant to the authority vested in the Board by Section
12.1 of the Plan, the Plan is hereby amended as follows:
1. Section 1.20, Eligible Compensation, is hereby amended, effective
January 1, 2004, to (1) remove the word "and" from the end of paragraph (j) and
the period following paragraph (k) and (2) add the following language
immediately following paragraph (k):
; and
(l) with respect to an individual who was covered under another
qualified plan of an Affiliate that provides a matching contribution
(other than a Merged Plan) and who becomes a Participant in the Plan
during a Plan Year, compensation paid in such Plan Year prior to the
Entry Date such individual becomes a Participant.
2. Appendix 4.1(a)(1)(C) is hereby amended, effective as of January 1,
2004, to add ConnectShip, Inc. to such Appendix.
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3. Section 8.4, Required Beginning Date, is hereby amended, effective
January 1, 2003, to add the following paragraph at the end thereof:
Effective January 1, 2003, the Plan will apply the minimum distribution
requirements of Section 401(a)(9) of the Code in accordance with
Appendix 8.4 to the Plan and the regulations under Section 401(a)(9)
that were published in the Federal Register on April 17, 2002.
4. The Plan is hereby amended effective January 1, 2003 to add Appendix
8.4 as follows:
UPS QUALIFIED STOCK OWNERSHIP PLAN
APPENDIX 8.4
MINIMUM DISTRIBUTION REQUIREMENTS
Section 1. General Rules
1.1. Effective Date. The provisions of this Appendix 8.4 will apply
for purposes of determining required minimum distributions for calendar
years beginning with the 2003 calendar year.
1.2. Precedence. The requirements of this Appendix 8.4 will take
precedence over any inconsistent provisions of the Plan. However, the
only benefit payment options available from the Plan are contained in
Article VIII of the Plan. This Appendix 8.4 does not provide any
benefit payment option that is not provided in such Article.
1.3. Requirements of Treasury Regulations Incorporated. All
distributions required under this Appendix 8.4 will be determined and
made in accordance with the Treasury regulations under
Code ss. 401(a)(9).
Section 2. Time and Manner of Distribution.
2.1. Required Beginning Date. The Participant's entire interest
will be distributed to the Participant no later than the Participant's
Required Beginning Date.
2.2. Death of Participant Before Distributions Begin. If the
Participant dies before distributions begin, the Participant's entire
interest will be distributed no later than as follows:
(a) If the Participant's surviving spouse is the Participant's
sole designated beneficiary, then, distributions to the surviving
spouse will begin by December 31
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of the calendar year immediately following the calendar year in which
the Participant died, or by December 31 of the calendar year in which
the Participant would have attained age 70-1/2, if later.
(b) If the Participant's surviving spouse is not the Participant's
sole designated beneficiary, then, except as provided in the adoption
agreement. If there is no designated Beneficiary as of September 30 of
the year following the year of the Participant's death, the
Participant's entire interest will be distributed by December 31 of the
calendar year containing the fifth anniversary of the Participant's
death. If the Participant's surviving spouse is the Participant's sole
designated beneficiary and the surviving spouse dies after the
Participant but before distributions to the surviving spouse begin,
this section 2.2, other than section 2.2(a), will apply as if the
surviving spouse were the Participant.
For purposes of this section 2.2 and section 4, unless section 2.2(d)
applies, distributions are considered to begin on the Participant's
required beginning date. If section 2.2(d) applies, distributions are
considered to begin on the date distributions are required to begin to
the surviving spouse under section 2.2(a). If distributions under an
annuity purchased from an insurance company irrevocably commence to the
Participant before the Participant's required beginning date (or to the
Participant's surviving spouse before the date distributions are
required to begin to the surviving spouse under section 2.2(a)), the
date distributions are considered to begin is the date distributions
actually commence. Section 2.2 and section 4, distributions are
considered to begin on the Participant's Required Beginning Date.
2.3. Forms of Distribution. Unless the Participant's interest is
distributed in a single sum on or before the Required Beginning Date,
as of the first distribution calendar year all benefit payments from
the Plan will be made in accordance with sections 3 and 4 of this
Appendix 8.4. If the Participant's interest is distributed in a benefit
payment option other than a single sum, such payments will be made in
accordance with the requirements of Code ss. 401(a)(9) and the Treasury
regulations thereunder.
Section 3. Required Minimum Distributions During Participant's
Lifetime.
3.1. Amount of Required Minimum Distribution For Each Distribution
Calendar Year. During the Participant's lifetime, the minimum amount
that will be distributed for each distribution calendar year is the
lesser of:
(a) the quotient obtained by dividing the Participant's Account
balance by the distribution period in the Uniform Lifetime Table set
forth in Treasury regulation 1.401(a)(9)-9, using the Participant's age
as of the Participant's birthday in the distribution calendar year; or
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(b) if the Participant's sole designated Beneficiary for the
distribution calendar year is the Participant's spouse, the quotient
obtained by dividing the Participant's Account balance by the number in
the Joint and Last Survivor Table set forth in Treasury regulation
1.401(a)(9)-9, using the Participant's and spouse's attained ages as of
the Participant's and spouse's birthdays in the distribution calendar
year.
3.2. Lifetime Required Minimum Distributions Continue Through Year
of Participant's Death. Required minimum distributions will be
determined under this section 3 beginning with the first distribution
calendar year and up to and including the distribution calendar year
that includes the Participant's date of death.
Section 4. Required Minimum Distributions After Participant's Death.
4.1. Death On or After Date Distributions Begin.
(a) Participant Survived by Designated Beneficiary. If the
Participant dies on or after the date distributions begin and there is
a designated Beneficiary, the minimum amount that will be distributed
for each distribution calendar year after the year of the Participant's
death is the quotient obtained by dividing the Participant's Account
balance by the longer of the remaining life expectancy of the
Participant or the remaining life expectancy of the Participant's
designated Beneficiary, determined as follows:
(1) The Participant's remaining life expectancy is calculated
using the age of the Participant in the year of death, reduced by one
for each subsequent year.
(2) If the Participant's surviving spouse is the Participant's
sole designated Beneficiary, the remaining life expectancy of the
surviving spouse is calculated for each distribution calendar year
after the year of the Participant's death using the surviving spouse's
age as of the spouse's birthday in that year. For distribution calendar
years after the year of the surviving spouse's death, the remaining
life expectancy of the surviving spouse is calculated using the age of
the surviving spouse as of the spouse's birthday in the calendar year
of the spouse's death, reduced by one for each subsequent calendar
year.
(3) If the Participant's surviving spouse is not the Participant's
sole designated Beneficiary, the designated Beneficiary's remaining
life expectancy is calculated using the age of the designated
Beneficiary in the year following the year of the Participant's death,
reduced by one for each subsequent year.
(b) No Designated Beneficiary. If the Participant dies on or after
the date distributions begin and there is no designated Beneficiary as
of September 30 of the year after the year of the Participant's death,
the minimum amount that will be distributed for each distribution
calendar year after the year of the Participant's death is the quotient
obtained by dividing the Participant's Account balance by the
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Participant's remaining life expectancy calculated using the age of the
Participant in the year of death, reduced by one for each subsequent
year.
4.2. Death Before Date Distributions Begin.
(a) Participant Survived by Designated Beneficiary. If the
Participant dies before the date distributions begin and there is a
designated Beneficiary, the minimum amount that will be distributed for
each distribution calendar year after the year of the Participant's
death is the quotient obtained by dividing the Participant's Account
balance by the remaining life expectancy of the Participant's
designated Beneficiary, determined as provided in section 4.1.
(b) No Designated Beneficiary. If the Participant dies before the
date distributions begin and there is no designated Beneficiary as of
September 30 of the year following the year of the Participant's death,
distribution of the Participant's entire interest will be completed by
December 31 of the calendar year containing the fifth anniversary of
the Participant's death.
(c) Death of Surviving Spouse Before Distributions to Surviving
Spouse Are Required to Begin. If the Participant dies before the date
distributions begin, the Participant's surviving spouse is the
Participant's sole designated Beneficiary, and the surviving spouse
dies before distributions are required to begin to the surviving spouse
under section 2.2(a), this section 4.2 will apply as if the surviving
spouse were the Participant.
Section 5. Definitions. The following terms have the following meanings
for purposes of this Appendix 8.4.
5.1. Designated Beneficiary. The individual who is designated as
the Beneficiary under Section 8.5 of the Plan and is the designated
Beneficiary under Codess. 401(a)(9) and Treasury Regulation
1.401(a)(9)-4, Q&A-1.
5.2. Distribution calendar year. A calendar year for which a
minimum distribution is required. For distributions beginning before
the Participant's death, the first distribution calendar year is the
calendar year immediately preceding the calendar year which contains
the Participant's Required Beginning Date. For distributions beginning
after the Participant's death, the first distribution calendar year is
the calendar year in which distributions are required to begin under
section 2.2 of this Appendix 8.4. The required minimum distribution for
the Participant's first distribution calendar year will be made on or
before the Participant's Required Beginning Date. The required minimum
distribution for other distribution calendar years, including the
required minimum distribution for the distribution calendar year in
which the Participant's Required Beginning Date occurs, will be made on
or before December 31 of that distribution calendar year.
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5.3. Life expectancy. Life expectancy as computed by use of the
Single Life Table in Treasury Regulation 1.401(a)(9)-9.
5.4. Participant's Account balance. The Account balance as of the
last valuation date in the calendar year immediately preceding the
distribution calendar year (valuation calendar year) increased by the
amount of any contributions made and allocated or forfeitures allocated
to the Account balance as of dates in the valuation calendar year after
the valuation date and decreased by distributions made in the valuation
calendar year after the valuation date. The Account balance for the
valuation calendar year includes any amounts rolled over or transferred
to the Plan either in the valuation calendar year or in the
distribution calendar year if distributed or transferred in the
valuation calendar year.
5.5 Required Beginning Date. The date specified in Section 8.4 of
the Plan.
IN WITNESS WHEREOF, the undersigned certify that United Parcel Service
of America, Inc. based upon action by its Board of Directors dated December 23,
2003, has caused this Amendment No. 9 to be adopted.
ATTEST: UNITED PARCEL SERVICE OF
AMERICA, INC.
/s/ Joseph R. Moderow /s/ Michael L. Eskew
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Joseph R. Moderow Michael L. Eskew
Secretary Chairman
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