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EXHIBIT 10.1
SUBSCRIPTION AGREEMENT
OVERSEAS PARTNERS LTD. COMMON STOCK
To subscribe to purchase shares of Overseas Partners Ltd. Common Stock,
complete, sign, date and forward an original of this Subscription Agreement to
Overseas Partners Ltd. at the address set forth below.
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FOR U.S. MAIL: FOR NEXT DAY AIR:
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Overseas Partners Ltd. Overseas Partners Ltd.
c/o First Union National Bank c/o Employee Shareholder Services
P.O. Box 41784 First Union National Bank
Philadelphia, PA 19101-1784 PA 1328-ESS
Telephone: (888) 663-8325 123 South Broad Street
(215) 985-8569 Philadelphia, PA 19109-1199
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Ladies and Gentlemen:
1. Purchase of Shares. I hereby subscribe to purchase shares of Overseas
Partners Ltd. ("OPL") Common Stock. I enclose a bank cashier's or personal
check or money order payable to the order of "First Union National Bank" as
Transfer Agent in the amount of $ , which equals (a) the product of the
number of shares subscribed to hereby multiplied by (b) the current price of an
OPL share (i.e. the fair value of an OPL share as most recently determined by
the OPL Board of Directors).
2. Authorizations and Delivery Instructions. I hereby authorize OPL, as my
agent, to deliver the OPL shares to which I have subscribed (the "OPL Shares")
to First Union National Bank ("FUNB"), as Custodian, to be held for my benefit
as more fully described in the Prospectus.
3. Further Provisions. I further acknowledge and agree that:
(a) My subscription is not subject to transfer or assignment by me;
(b) OPL has the right, at its discretion, to accept or reject my
subscription;
(c) OPL has a right to repurchase shares of Common Stock purchased
hereunder and such right is exercisable upon my retirement from
employment with United Parcel Service, Inc., OPL or a subsidiary of
either, or at any time if I am not, at the time of acceptance of this
subscription, such an employee;
(d) My subscription will become binding upon OPL only upon acceptance by
OPL;
(e) My rights with respect to refund of funds held by FUNB pending delivery
of shares, withdrawal or rejection of my subscription are as set forth
in the Prospectus and will not include interest thereon;
(f) The OPL Shares to which I have subscribed will be sold to me at the
current price in effect at the time my subscription is accepted by OPL,
which may be greater or less than the current price in effect at the
date I submit this Subscription Agreement, and my rights with respect
to a change in the price of OPL Shares are as set forth in the
Prospectus;
(g) Upon acceptance by OPL, this Subscription Agreement shall be binding
upon and inure to the benefit of my heirs, administrators, and personal
representatives; and
(h) I have read the Prospectus and I am familiar with its terms.
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NOTE: All items below except the signature of the subscriber and witnesses must
be printed or typed. All signatures must be original. No photocopies will be
accepted.
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Employee Account Number (Tax ID)
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(Full Name of eligible employee or
subscriber)
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(Home Address of eligible employee
or subscriber)
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City State Zip Code
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Print Witness Name
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Signature
