FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
                            (364-DAY FACILITY)

                        Dated as of April 26, 2001

            UNITED   PARCEL   SERVICE,   INC.,   a  Delaware   corporation
(the"Borrower"),    the   banks,   financial   institutions   and   other
institutional   lenders   (collectively,   the  "Initial  Lenders")  party
hereto,  Citibank,  N.A.,  as  administrative  agent  (together  with  any
successor  thereto  appointed  pursuant  to  Article  VII of the  Existing
Credit   Agreement   referred   to   below,   in   such   capacity,    the
"Administrative  Agent") and as syndication  agent (in such capacity,  the
"Syndication  Agent") for the Lenders (as defined in the  Existing  Credit
Agreement referred to below),  ABN AMRO Bank N.V., Bank of America,  N.A.,
Bank One, NA, and The Chase  Manhattan  Bank, as  co-documentation  agents
(in such capacity,  the  "Co-Documentation  Agents") for such Lenders, and
Salomon   Smith  Barney  Inc.,   as  arranger  (in  such   capacity,   the
"Arranger")  under the Loan  Documents (as defined in the Existing  Credit
Agreement described below), hereby agree as follows:

                          PRELIMINARY STATEMENTS

            (1)   United  Parcel  Service  of  America,  Inc.,  a Delaware
corporation and a wholly owned  subsidiary of the Borrower (the "Existing
Borrower"),  is party to a Fourth  Amended and Restated  Credit  Agreement
(364-Day  Facility)  dated as of April 27, 2000 (as amended,  supplemented
or otherwise  modified from time to time to, but not  including,  the date
hereof,  the  "Existing  Credit  Agreement")  with  the  banks,  financial
institutions   and  other   institutional   lenders   party  thereto  (the
"Existing  Lenders"),  Citibank,  N.A.,  as  Administrative  Agent  and as
Syndication  Agent for the  Existing  Lenders,  Bank of America  N.A.,  as
Documentation  Agent for the Existing  Lenders,  and Salomon  Smith Barney
Inc.  and  Banc  of  America  Securities  LLC,  as  Co-Arrangers  for  the
Existing  Lenders.  Capitalized  terms not otherwise defined in this Fifth
Amended and Restated Credit Agreement  (364-Day Facility) (the "Amendment
and  Restatement")  shall  have  the same  meanings  as  specified  in the
Existing Credit Agreement.

            (2)   The Borrower  has  requested  that the Lenders  agree to
extend  credit to it from time to time in an  aggregate  principal  amount
of up to $ 1,250,000,000  for general  corporate  purposes of the Borrower
and its  Subsidiaries  not  otherwise  prohibited  under the terms of this
Amendment and  Restatement.  The Lenders have indicated their  willingness
to  agree to  extend  credit  to the  Borrower  from  time to time in such
amount on the terms and conditions of this Amendment and Restatement.

            (3)   The parties to this  Amendment  and  Restatement  desire
to  amend  the  Existing  Credit  Agreement  as set  forth  herein  and to
restate  the  Existing  Credit  Agreement  in its  entirety to read as set
forth in the Existing Credit Agreement with the following amendments.

            SECTION  1.  Amendments  to  the  Existing  Credit  Agreement.
Effective as of the date of this  Amendment  and  Restatement  and subject
to the  satisfaction  of the  conditions  precedent set forth in Section 2
hereof:

            (a)   The   recital  of  parties   to  the   Existing   Credit
Agreement is amended in full to read as follows:


                  "UNITED  PARCEL  SERVICE,  INC., a Delaware  corporation
      (the"Borrower"),   the  banks,  financial  institutions  and  other
      institutional  lenders  (collectively,  the "Initial Lenders") party
      hereto,  Citibank,  N.A., as administrative agent (in such capacity,
      the  "Administrative  Agent")  and as  syndication  agent  (in  such
      capacity,  the "Syndication  Agent") for the Lenders (as hereinafter
      defined),  ABN AMRO Bank N.V., Bank of America,  N.A., Bank One, NA,
      and The Chase  Manhattan Bank, as  co-documentation  agents (in such
      capacity,  the  "Co-Documentation  Agents")  for such  Lenders,  and
      Salomon  Smith  Barney  Inc.,  as arranger  (in such  capacity,  the
      "Arranger")  under  the Loan  Documents  (as  hereinafter  defined),
      hereby agree as follows:"

            (b)   Section  1.01  of  the  Existing  Credit   Agreement  is
hereby  amended  by  (i)  deleting  the  definitions  of   "Co-Arrangers",
"Documentation  Agent",   "Existing  Credit  Facilities",   "Information
Memorandum",  "Parent",  and "Termination Date" set forth therein and (ii)
replacing them with the following new definitions:

                  "Arranger"  has the meaning  specified in the recital of
      parties to this Agreement.

                  "Co-Arrangers" means the Arranger.

                  "Co-Documentation  Agents" has the meaning  specified in
      the recital of parties to this Agreement.

                  "Documentation   Agent"   means   the   Co-Documentation
      Agents.

                  "Existing   Credit    Facilities"   means   the   credit
      facilities   provided   pursuant  to  (a)  the  Fourth  Amended  and
      Restated  Credit  Agreement  (364-Day  Facility)  and (b) the Second
      Amended and Restated Credit  Agreement  (Five-year  Facility),  each
      dated as of April 27, 2000,  as amended,  supplemented  or otherwise
      modified  from time to time prior to the date  hereof,  among United
      Parcel  Service  of  America,  Inc.,  a  Delaware  corporation,  the
      banks,   financial  institutions  and  other  institutional  lenders
      parties thereto,  Citibank,  as administrative agent and syndication
      agent,   and  Salomon   Smith   Barney  Inc.  and  Banc  of  America
      Securities LLC, as co-arrangers thereunder.

                   "Termination  Date"  means the earlier of (i) April 25,
      2002 or, if extended  pursuant to Section 2.16(a),  the date that is
      364 days after the  Termination  Date then in  effect,  and (ii) the
      date  of  termination  in  whole  of  the  Commitments  pursuant  to
      section 2.05 or 6.01.

            (c)   Section  2.03(a) of the  Existing  Credit  Agreement  is
hereby  amended by  deleting  in  subclause  (D) of clause (i) thereof the
parenthetical  "(which  maturity  date  may not be  earlier  than the date
occurring  seven days after the date of such  Competitive Bid Borrowing or
later  than  the  Termination  Date  and,  in the  case of any  LIBO  Rate
Advance to be made as part of such  Competitive  Bid  Borrowing,  shall be
the last day of the  interest  period  for such  LIBO Rate  Advance)"  and
substituting therefor the following new parenthetical:

      "(which  maturity  date may not be earlier  than the date  occurring
      thirty  days after the date of such  Competitive  Bid  Borrowing  or
      later than the  Termination  Date and,  in the case of any LIBO Rate
      Advance  to be  made as part  of  such  Competitive  Bid  Borrowing,
      shall be the last day of the  interest  period  for such  LIBO  Rate
      Advance)".

            (d)   Section  2.03(d) of the  Existing  Credit  Agreement  is
hereby amended by deleting in the last three lines thereof the sentence:


      "The  Borrower may prepay any  principal  amount of any  Competitive
      Bid  Advance,  subject  to  the  provisions  of  Sections  2.10  and
      8.04(c)."

            (e)   Section  2.05  of  the  Existing  Credit   Agreement  is
hereby  amended by  deleting  in the second  line  thereof  the phrase "at
least four  Business  Days'  notice"  and  substituting  therefor  the new
phrase "at least three Business Days' notice".

            (f)   Section  2.10  of  the  Existing  Credit   Agreement  is
hereby  amended (i) by deleting  in the second line  thereof the  language
"three Business Days' notice" and  substituting  therefor the new language
"two Business  Day's  notice",  (ii) by deleting in the third line thereof
the language "one Business  Day's  notice" and  substituting  therefor the
new language  "notice on the same Business Day",  (iii) by deleting in the
second  line  thereof  the  language  "or  LIBO  Rate  Advances",  (iv) by
deleting in the third line thereof the  language "or Fixed Rate  Advances"
and (v) by  deleting in clause (b) of the  proviso  thereof  the  language
"or LIBO Rate Advance".

            (g)   Section  4.01(e) of the  Existing  Credit  Agreement  is
hereby amended and restated in its entirety to read as follows:

                  "(e)  The  Consolidated  balance  sheet of the  Borrower
      and its  Subsidiaries  as at  December  31,  2000,  and the  related
      Consolidated  statements  of income and cash  flows of the  Borrower
      and its  Subsidiaries  for the Fiscal Year then  ended,  all audited
      and  certified  by  Deloitte  &  Touche  LLP,   independent   public
      accountants,  copies of which have been  furnished  to each  Lender,
      fairly  present  the   Consolidated   financial   condition  of  the
      Borrower  and its  Subsidiaries  at such dates and the  Consolidated
      results of the operations of the Borrower and its  Subsidiaries  for
      the  periods  ended  on such  dates,  all in  accordance  with  GAAP
      consistently  applied.  Such  balance  sheets and the notes  thereto
      disclose  all material  liabilities,  direct or  contingent,  of the
      Borrower  and its  Subsidiaries  on a  Consolidated  basis as of the
      dates thereof."

            (h)   Section  4.01(f) of the  Existing  Credit  Agreement  is
amended  by  replacing  the  words  "December  31,  1999"  with the  words
"December 31, 2000."

            (i)   Section  5.01(h)(i)  is hereby  amended and  restated in
its entirety to read as follows:

                  "(i)  within  120  days  after  the end of  each  Fiscal
            Year  of the  Borrower,  Consolidated  balance  sheets  of the
            Borrower   and  its   Subsidiaries   showing   the   financial
            condition  of the  Borrower  and  its  Subsidiaries  as of the
            close  of such  Fiscal  Year  and the  related  statements  of
            Consolidated  income and statements of Consolidated  cash flow
            as  of  and  for  such  Fiscal  Year,  all  such  Consolidated
            financial  statements of the Borrower and its  Subsidiaries to
            be  reported  on by  Deloitte  & Touche  or other  independent
            accountants  acceptable to the Required Lenders,  and to be in
            form reasonably acceptable to the Required Lenders;"

            (j)   Section  6.01(a) is hereby  amended by  deleting  in the
last  line  thereof  the  words  "remain  unremedied  for five  days"  and
substituting   therefor  the  new  words  "remain   unremedied  for  three
Business Days".
            (k)   Section  8.07(a) is hereby  amended  (i) by  deleting at
the end of clause  (v)  thereof  the  language  ",  and" and  substituting
therefor the  punctuation  ",", (ii) by deleting at the end of clause (vi)
thereof the  punctuation  "." and  substituting  therefor the  punctuation
"," and (iii) by adding the following new clauses (vii) and (viii):


                  "(vii)      if  such  assignment  shall  be  made  as  a
            result of a demand by the  Borrower  pursuant to this  Section
            8.07(a)  to  an  assignee  that,  immediately  prior  to  such
            assignment,  was  neither  a  Lender  nor  an  Affiliate  of a
            Lender,  the  Borrower  shall pay on demand an  administrative
            fee of $3,500 to the Administrative Agent, and

                  (viii)      notwithstanding   any  other  provision  set
            forth in this  Agreement,  a Lender  may  assign to any of its
            Affiliates  all or a portion  of its  rights  and  obligations
            under this Agreement  (including,  without limitation,  all or
            a portion of its  Commitment,  the Revolving  Credit  Advances
            owing to it and the  Revolving  Credit  Note or Notes  held by
            it)  upon  notice  to  the  Borrower  and  the  Administrative
            Agent,  with or without  the  consent of the  Borrower  or the
            Administrative   Agent,   so  long  as  such   assignment   is
            otherwise in compliance with this Agreement."

            (l)   Schedule I to the Existing  Credit  Agreement is deleted
in its  entirety  and  replaced  with  Schedule  I to this  Amendment  and
Restatement.

            SECTION 2.  Conditions  of  Effectiveness  of this  Amendment
and  Restatement.  This Amendment and Restatement  shall become  effective
as of the date first above  written  (the  "Restatement  Effective  Date")
when and only if:

            (a)   The    Administrative    Agent   shall   have   received
counterparts of this Amendment and  Restatement  executed by the Borrower,
the  Existing  Borrower,  each of the  Guarantors  and all of the  Initial
Lenders or, as to any of the Initial Lenders,  advice  satisfactory to the
Administrative   Agent  that  such  Initial   Lender  has  executed   this
Amendment and Restatement.

            (b)   The  Administrative  Agent  shall  have  received  on or
before  the  Restatement  Effective  Date the  following,  each dated such
date  and  (unless  otherwise  specified  below)  in  form  and  substance
satisfactory  to the  Administrative  Agent and (except for the  Revolving
Credit Notes) in sufficient copies for each Initial Lender:

                  (i)   The  new   Revolving   Credit   Notes   issued  in
            connection  with this  Amendment and  Restatement to the order
            of each of the Lenders, respectively.

                  (ii)  Certified  copies of the  resolutions of the board
            of directors  of the Borrower  approving  this  Amendment  and
            Restatement,  the Notes  and all  documents  evidencing  other
            necessary  corporate  action and  governmental  approvals,  if
            any, with respect to this  Amendment and  Restatement  and the
            Notes.

                  (iii) Certified  copies of the  resolutions of the board
            of  directors  of  each  of  the  Guarantors   approving  this
            Amendment and Restatement and all documents  evidencing  other
            necessary  corporate  action and  governmental  approvals,  if
            any, with respect to this Amendment and Restatement.

                  (iv)  A  certificate  of the  Secretary  or an Assistant
            Secretary of each of the  Guarantors  certifying the names and
            true signatures of the officers of such Guarantor
            authorized  to sign this  Amendment  and  Restatement  and the
            other documents to be delivered hereunder.

                  (v)   A  certificate  of the  Secretary  or an Assistant
            Secretary  of the  Borrower  certifying  the  names  and  true
            signatures  of the  officers  of the  Borrower  authorized  to
            sign this  Agreement,  the Notes and the other documents to be
            delivered hereunder.


                  (vi)  A favorable  opinion of King &  Spalding,  counsel
            for the Borrower,  in  substantially  the form of Exhibit G to
            the Existing  Credit  Agreement,  but with such  modifications
            as are required to address the Existing Credit  Agreement,  as
            amended by this Amendment and  Restatement,  in each such case
            in form and substance  reasonably  satisfactory to the Initial
            Lenders.

                  (vii) A  favorable   opinion  of  Shearman  &  Sterling,
            counsel for the  Administrative  Agent,  in form and substance
            reasonably satisfactory to the Administrative Agent.

            (c)   The   representations   and   warranties   contained  in
Section 4.01 of the Existing  Credit  Agreement shall be correct on and as
of the Restatement  Effective Date,  before and after giving effect to the
Restatement Effective Date, as though made on and as of such date.

            (d)   No event  shall  have  occurred  and be  continuing,  or
shall occur as a result of the  occurrence  of the  Restatement  Effective
Date, that constitutes a Default.

            (e)   The  Existing  Borrower  shall  have  paid  all fees and
amounts due and payable.

            SECTION 3.  Affirmation  of Guaranty.  Each of the  Guarantors
hereby  consents  to the  execution  and  delivery of this  Amendment  and
Restatement and ratifies and confirms its  obligations  under the Guaranty
dated April 30,  1998,  which  obligations  shall remain in full force and
effect  notwithstanding  the provisions of this Amendment and  Restatement
or any  other  amendment  and  restatement  thereto  heretofore  executed.
Each  of the  Guarantors  further  agrees  that  all  references  to  "the
Borrower"  in  the  above  referenced  Guaranty  shall  be  deemed  to  be
references to United Parcel Service, Inc.

            SECTION 4.  Reference  to and Effect on the  Existing  Credit
Agreement  and the  Notes.  (a) On and  after  the  effectiveness  of this
Amendment  and   Restatement,   each  reference  in  the  Existing  Credit
Agreement  to "this  Agreement",  "hereunder",  "hereof"  or words of like
import referring to the Existing Credit  Agreement,  and each reference in
the Notes to "the Credit Agreement",  "thereunder",  "thereof" or words of
like import  referring to the Existing  Credit  Agreement,  shall mean and
be a  reference  to the  Existing  Credit  Agreement,  as  amended by this
Amendment and Restatement.

            (b)    The  Existing  Credit   Agreement  and  the  Notes,  as
specifically  amended by this  Amendment  and  Restatement,  are and shall
continue  to be in full force and  effect  and are hereby in all  respects
ratified and confirmed.

            (c)   Without  limiting  any of the  other  provisions  of the
Existing Credit  Agreement,  as amended by this Amendment and Restatement,
any  references  in the Existing  Credit  Agreement to the phrases "on the
date hereof",  "on the date of this  Agreement" or words of similar import
shall  mean  and  be a  reference  to the  date  of  the  Existing  Credit
Agreement (which is April 27, 2000).

            SECTION  5. Costs and  Expenses.  The  Borrower  agrees to pay
on  demand  all  reasonable   out-of-pocket  costs  and  expenses  of  the
Administrative  Agent  in  connection  with  the  preparation,  execution,
delivery  and   administration,   modification   and   amendment  of  this
Amendment  and  Restatement,  the  Notes  and the  other  documents  to be
delivered hereunder  (including,  without  limitation,  the reasonable and
documented  fees and  expenses  of counsel  for the  Administrative  Agent
with  respect  hereto  and  thereto)  in  accordance  with  the  terms  of
Section 8.04 of the Existing Credit Agreement.


            SECTION 6.  Execution  in  Counterparts.  This  Amendment  and
Restatement  may  be  executed  in  any  number  of  counterparts  and  by
different parties hereto in separate  counterparts,  each of which when so
executed  shall  be  deemed  to be an  original  and  all of  which  taken
together  shall  constitute  one and the same  agreement.  Delivery  of an
executed   counterpart   of  a  signature   page  to  this  Amendment  and
Restatement  by  telecopier  shall be effective as delivery of an original
executed counterpart of such signature page.

            SECTION 7.  Governing  Law.  This  Amendment  and  Restatement
shall be governed by, and  construed in accordance  with,  the laws of the
State of New York.




            IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment  and  Restatement  to be executed by their  respective  officers
thereunto duly authorized, as of the date first above written.


                                 UNITED PARCEL SERVICE, INC.,
                                     as Borrower


                                 By
                                 Name:
                                 Title:


                                 UNITED PARCEL SERVICE OF AMERICA, INC.,
                                     as Existing Borrower


                                 By
                                 Name:
                                 Title:


                                 UNITED PARCEL SERVICE, INC., a New York
corporation, as Guarantor


                                 By
                                 Name:
                                 Title:


                                 UNITED PARCEL SERVICE, INC., an Ohio
corporation, as Guarantor


                                 By
                                 Name:
                                 Title:


                                 UNITED PARCEL SERVICE CO., a Delaware
corporation, as Guarantor


                                 By
                                 Name:
                                 Title:





                              THE AGENTS


                                 CITIBANK, N.A.,
                                     as    Administrative     Agent    and
Syndication Agent


                                 By
                                 Name:
                                 Title:


                                 SALOMON SMITH BARNEY INC.,
                                     as Arranger


                                 By
                                                            ___________________
                                 Name:
                                 Title:








                                 ABN AMRO BANK, N.V.,
                                    as Co-Documentation Agent



                                 By_____________________________________________
                                 Name:
                                 Title:


                                 By_____________________________________________
                                 Name:
                                 Title:



                                 BANK OF AMERICA, N.A.,
                                    as Co-Documentation Agent



                                 By_____________________________________________
                                 Name:
                                 Title:



                                 BANK ONE, NA,
                                    as Co-Documentation Agent



                                 By_____________________________________________
                                 Name:
                                 Title:



                                 THE CHASE MANHATTAN BANK,
                                    as Co-Documentation Agent



                                 By_____________________________________________
                                 Name:
                                 Title:






                              THE INITIAL LENDERS





                                 ______________________________________
                                 [Print or type name of lender]



                                 By
                                 ______________________________________________
                                      Name:
                                      Title:




               SCHEDULE I TO THE AMENDMENT AND RESTATEMENT

                COMMITMENTS AND APPLICABLE LENDING OFFICES


- --------------------------------------------------------------------------------
 Name of Lender     Commitment   Domestic Lending Office   Eurodollar Lending
                                                                  Office
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Citibank, N.A.    $ 150,000,000  Citibank, N.A.          Citibank, N.A.
                                 2 Penns Way Suite 200   2 Penns Way Suite 200
                                 New Castle, DE 19720    New Castle, DE 19720
                                 Attn: Pat Dimery        Attn: Pat Dimery
                                 T: (302) 894-6023       T: (302) 894-6023
                                 F: (302) 894-6120       F: (302) 894-6120
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ABN AMRO Bank,    $ 100,000,000  ABN AMRO Bank N.V.      ABN AMRO Bank N.V.
N.V.                             208 South LaSalle St.,  208 South LaSalle St.,
                                 Suite 1500              Suite 1500
                                 Chicago, IL 60604-1003  Chicago, IL 60604-1003
                                 Attn: Loan              Attn: Loan
                                 Administration          Administration
                                 T: (312) 992-5160       T: (312) 992-5160
                                 F: (312) 992-5155       F: (312) 992-5155
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Bank of America,  $ 100,000,000  Bank of America         Bank of America
N.A.                             231 S. La Salle Street  231 S. La Salle Street
                                 Chicago, IL 60697       Chicago, IL 60697
                                 Attn: Sharon            Attn:Sharon Burks-Horos
                                 Burks-Horos             T: (312) 828-2149
                                 T: (312) 828-2149       F: (312) 974-1997
                                 F: (312) 974-1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Bank One, NA      $ 100,000,000  Bank One, NA            Bank One, NA
                                 1 Bank One Plaza        1 Bank One Plaza
                                 Chicago, IL 60670       Chicago, IL 60670
                                 Attn: Greg Sjullie      Attn: Greg Sjullie
                                 T: (312) 732-8872       T: (312) 732-8872
                                 F: (312) 732-3885       F: (312) 732-3885
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The Chase         $ 100,000,000  The Chase Manhattan    The Chase Manhattan Bank
Manhattan Bank                   Bank                    1 Chase Manhattan Plaza
                                 1 Chase Manhattan Plaza 8th Floor
                                 8th Floor               New York, NY  10081
                                 New York, NY  10081     Attn:  May Fong
                                 Attn:  May Fong         T:  (212) 552-7314
                                 T:  (212) 552-7314      F:  (212) 552-5650
                                 F:  (212) 552-5650
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
First Union       $ 75,000,000   First Union National    First Union National
National Bank                    Bank                    Bank
                                 214 Hogan Street        214 Hogan Street
                                 Attn:  PTC FL0070       Attn:  PTC FL0070
                                 Jacksonville, FL        Jacksonville, FL
                                 32231-4142              32231-4142
                                 Attn:  Cindy Petry      Attn:  Cindy Petry
                                 T:  (904) 489-6095      T:  (904) 489-6095
                                 F:  (904) 489-1010      F:  (904) 489-1010
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Royal Bank of     $ 75,000,000   Royal Bank of Canada,   Royal Bank of Canada,
Canada                           New York Branch         New York Branch
                                 One Liberty Plaza, 4th  One Liberty Plaza, 4th
                                 Floor                   Floor
                                 New York, NY 10006-1404 New York, NY 10006-1404
                                 Attn: Manager, Loans    Attn: Manager, Loans
                                 Administration          Administration
                                 T: (212) 428-6322       T: (212) 428-6322
                                 F: (212) 428-2372       F: (212) 428-2372
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Wachovia Bank,    $ 75,000,000   Wachovia Bank, N.A.     Wachovia Bank, N.A.
N.A.                             191 Peachtree Street,   191 Peachtree Street,
                                 N.E.                    N.E.
                                 MC: GA3940              MC: GA3940
                                 Atlanta, GA 30303       Atlanta, GA 30303
                                 Attn: Karen McClain     Attn: Karen McClain
                                 T: (404) 332-6555       T: (404) 332-6555
                                 F: (404) 332-5016       F: (404) 332-5016
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Barclays Bank PLC $ 50,000,000   Barclays Bank PLC       Barclays Bank PLC
                                 222 Broadway            222 Broadway
                                 New York, NY  10038     New York, NY  10038
                                 Attn: Christina         Attn: Christina
                                 Challenger-Batiz        Challenger-Batiz
                                 T:  (212) 412-3701      T:  (212) 412-3701
                                 F:  (212) 412-5306      F:  (212) 412-5306
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Credit Suisse     $ 50,000,000   Credit Suisse First     Credit Suisse First
First Boston                     Boston                  Boston
                                 11 Madison Avenue       11 Madison Aveune
                                 New York, NY           New York, NY  10010-3629
                                 10010-3629              Attn:  Robert Finney
                                 Attn:  Robert Finney    T:  (212) 325-9038
                                 T:  (212) 325-9038      F:  (212) 325-8319
                                 F:  (212) 325-8319
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Dresdner Bank     $ 50,000,000   Dresdner Bank           Dresdner Bank
AG, New York and                 75 Wall Street          75 Wall Street
Grand Cayman                     New York, NY 10005      New York, NY 10005
Branches                         Attn: Ken Hamilton      Attn: Ken Hamilton
                                 T: (212) 429-3201       T: (212) 429-3201
                                 F: (212) 429-2524       F: (212) 429-2524
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Mellon Bank       $ 50,000,000   Mellon Bank             Mellon Bank
                                 One Mellon Bank Center  One Mellon Bank Center
                                 Pittsburgh, PA          Pittsburgh, PA
                                 15258-0001              15258-0001
                                 Attn: Daniel Lenckos    Attn: Daniel Lenckos
                                 T: (412) 234-0733       T: (412) 234-0733
                                 F: (412) 236-1914       F: (412) 236-1914
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The Northern      $ 50,000,000   The Northern Trust      The Northern Trust
Trust Company                    Company                 Company
                                 50 S. LaSalle           50 S. LaSalle
                                 Chicago, IL  60675      Chicago, IL  60675
                                 Attn: Chris McKean      Attn: Chris McKean
                                 T: (312) 557-2638       T: (312) 557-2638
                                 F: (312) 444-5055       F: (312) 444-5055
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Wells Fargo       $ 50,000,000   Wells Fargo Bank,       Wells Fargo Bank,
Bank, National                   National Association    National Association
Association                      1445 Ross Avenue, 4th   1445 Ross Avenue, 4th
                                 Floor                   Floor
                                 Dallas, TX  75202       Dallas, TX  75202
                                 Attn:  Scott D. Bjelde  Attn:  Scott D. Bjelde
                                 T:  (512) 336-9153      T:  (512) 336-9153
                                 F:  (512) 336-9154      F:  (512) 336-9154
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Banca             $ 25,000,000   Banca Commerciale       Banca Commerciale
Commerciale                      Italiana                Italiana
Italiana, New                    One William Street      One William Street
York                             New York, NY 10004      New York, NY 10004
                                 Attn: John Michalisin   Attn: John Michalisin
                                 T: (212) 607-3918       T: (212) 607-3918
                                 F: (212) 809-2124       F: (212) 809-2124
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The Fuji Bank,    $ 25,000,000   The Fuji Bank, Ltd. -   The Fuji Bank, Ltd. -
Ltd. - New York                  New York Branch         New York Branch
Branch                           Two World Trade Center  Two World Trade Center
                                 New York, NY 10048-0042 New York, NY 10048-0042
                                 Attn: Chigosa Tada      Attn: Chigosa Tada
                                 T:  (212) 898-2067      T:  (212) 898-2067
                                 F:  (212) 912-0516      F:  (212) 912-0516
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Merrill Lynch     $ 25,000,000   Merrill Lynch Bank USA  Merrill Lynch Bank USA
Bank USA                         15 W. South Temple,     15 W. South Temple,
                                 Suite 300               Suite 300
                                 Salt Lake City, UT      Salt Lake City, UT
                                 84101                   84101
                                 Attn: Butch Alder       Attn: Butch Alder
                                 T: (801) 526-8324       T: (801) 526-8324
                                 F: (801) 531-7470       F: (801) 531-7470
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San Paolo IMI     $ 25,000,000   San Paolo IMI Bank      San Paolo IMI Bank
Bank                             245 Park Avenue         245 Park Avenue
                                 New York, NY 10167      New York, NY 10167
                                 Attn: Glen Binder       Attn: Glen Binder
                                 T: (212) 692-3016       T: (212) 692-3016
                                 F: (212) 692-3178       F: (212) 692-3178
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Standard          $ 25,000,000   Standard Chartered Bank Standard Chartered Bank
Chartered Bank                   7 World Trade Center    7 World Trade Center
                                 New York, NY 10167      New York, NY 10167
                                 Attn: Shafiq Rahman     Attn: Shafiq Rahman
                                 T: (212) 667-0336       T: (212) 667-0336
                                 F: (212) 667-0193       F: (212) 667-0193
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State Street      $ 25,000,000   State Street Bank and   State Street Bank and
Bank and Trust                   Trust Company           Trust Company
Company                          2 Avenue De Lafayette   2 Avenue De Lafayette
                                 Boston, MA  02111       Boston, MA  02111
                                 Attn:  Ms. C. Jaynelle  Attn:  Ms. C. Jaynelle
                                 Landy, T:  (617)        Landy, T:  (617)
                                 662-3677                662-3677
                                 F:  (617) 662-4201      F:  (617) 662-4201
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UBS AG, Stamford  $ 25,000,000   UBS AG, Stamford Branch UBS AG, Stamford Branch
Branch                           677 Washington Blvd.    677 Washington Blvd.
                                 Stamford, CT 06901      Stamford, CT 06901
                                 Attn: Gregory Raue      Attn: Gregory Raue
                                 T: (203) 719-3896       T: (203) 719-3896
                                 F: (203) 719-3898       F: (203) 719-3898
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___________

TOTAL OF          $ 1,250,000,000
COMMITMENTS