AMENDMENT NO. 7 TO THE UPS RETIREMENT PLAN AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2010

WHEREAS, UPS desires to amend the Plan to expand eligibility for the special service rule for the Preretirement Survivor Annuity retroactively to January 1, 2012 in compliance with Treasury Regulation Section 1.401(a)(4)-11(g)(3).

NOW THEREFORE, pursuant to the authority vested in the Board of Directors by Section 7.1 of the Plan, the Plan is hereby amended, as follows:

1.    Effective January 1, 2012, Section 5.6(c), Special Rule for 25 Years of Service, is hereby amended, by deleting such Section in its entirety and replacing it with a new Section 5.6(c) to read as follows:

5.6(c)    Special Years of Service Rules. Notwithstanding the foregoing, if a Participant (other than a UPS Freight Participant) with at least one Hour of Service as an Employee on or after January 1, 1992 dies before January 1, 2012 and before attaining his Early Retirement Date while actively employed by an Employer Company after having earned at least 25 Years of Service, the Qualified Joint and Survivor Annuity or the Joint and 50% Survivor Annuity used as the basis for calculating the amount of the Preretirement Survivor Annuity shall be determined by using the early commencement reduction factors that would have been applicable to such Participant with respect to Early Retirement Benefits had he survived to his Early Retirement Date.

Effective January 1, 2012, if a Participant (other than a UPS Freight Participant) with at least one Hour of Service as an Employee on or after January 1, 1992 dies on or after January 1, 2012 before attaining his Early Retirement Date while actively employed by an Employer Company (or while an LTD Participant or while eligible for a Disability Retirement Benefit) after having earned at least 10 Years of Service, the Qualified Joint and Survivor Annuity or the Joint and 50% Survivor Annuity used as the basis for calculating the amount of the Preretirement Survivor Annuity shall be determined by using the early commencement reduction factors that would have been applicable to such Participant with respect to Early Retirement Benefits had he survived to his Early Retirement Date.

2.    Except as amended by this Amendment No. 7, the Plan as in effect immediately prior to the date of this Amendment shall remain in full force and effect.