58443
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
* * * * *
United Parcel Service, Inc., a corporation organized and existing
under and by virtue of the Delaware General Corporation Law (the
"Company"), DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the
Company, resolutions were adopted setting forth a proposed amendment to
the Restated Certificate of Incorporation of the Company, declaring the
amendment to be advisable and directing that the amendment be considered
by the Company's shareowners at the Company's next annual meeting of
shareowners. The resolutions setting forth the proposed amendment are
as follows:
WHEREAS, it is in the best interests of the Company
and its shareowners for the Company to amend its Certificate
of Incorporation to clarify the definition of "permitted
transferee" as it applies to lending institutions as
provided in the Restated Certificate of Incorporation of
United Parcel Service, Inc. (the "Amendment") as reviewed by
the Directors of the Company;
NOW, THEREFORE, BE IT RESOLVED, that, subject to
approval by the shareowners of the Company, subparagraph
(c)(16)(i)(H) of Article Fourth of the Company's Certificate
of Incorporation shall be deleted in its entirety and
replaced with the following:
"a lending institution in connection with a pledge of
shares by a person who either (1) was a holder on the Public
Offering Date of the shares being pledged or (2) was an
employee of the Company or one of its subsidiaries on the
date of the pledge of such shares; and such shares are
pledged as bona fide collateral for a loan to such person
provided such lending institution agrees in writing to
immediately offer to sell such shares to the Corporation in
the event such lending institution forecloses on such
shares;"
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BE IT FURTHER RESOLVED, that the Amendment be
submitted to the shareowners of the Company for their
approval at the next annual meeting of shareowners;
<PAGE>
BE IT FURTHER RESOLVED, that, subject to approval by
the shareowners, the Chief Executive Officer or the
Secretary of the Company or either of them, be and such
officers hereby are, authorized, empowered and directed to
make and execute a Certificate of Amendment to the Company's
Certificate of Incorporation, which shall be in
substantially the same form as the Amendment, but with such
changes or additions thereto as such officer shall deem to
be in the best interests of the Company, the execution of
the same containing any such changes or additions being
deemed to evidence conclusively the decision that such
changes or additions are approved and in the best interests
of the Company.
SECOND: That thereafter, at the annual meeting of shareowners
of the Company duly called and held on May 12, 2000, upon notice in
accordance with Section 222 of the Delaware General Corporation Law, the
necessary number of shares as required by statute were voted in favor of
the amendment.
THIRD: That the foregoing amendment was duly adopted in
accordance with the provisions of Section 242 of the Delaware General
Corporation Law.
<PAGE>
IN WITNESS WHEREOF, United Parcel Service, Inc. has caused this
certificate to be signed by Joseph R. Moderow, its Secretary, this 15th
day of May, 2000.
UNITED PARCEL SERVICE, INC.
By:
_____________________________________
JOSEPH R. MODEROW, Secretary
