SELLING AGENT AGREEMENT

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                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                           UNITED PARCEL SERVICE, INC.

                                  $500,000,000

                                    UPS NOTES

             WITH MATURITIES OF 9 MONTHS OR MORE FROM DATE OF ISSUE

                             SELLING AGENT AGREEMENT

                                                               November 17, 2006

The Purchasing Agents Listed in
       Schedule I hereto

Dear Sirs:

     United Parcel Service, Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and sell up to $500,000,000 aggregate principal amount of its
UPS Notes (the "NOTES") with maturities of 9 months or more from date of issue
pursuant to the provisions of the Indenture, dated as of August 26, 2003 (the
"INDENTURE"), between the Company and Citibank, N.A., as Trustee (the
"Trustee"). The Notes shall have the maturity ranges, interest rates and other
terms set forth in the Prospectus referred to below as it may be amended or
supplemented from time to time. The Notes will be issued, and the terms thereof
established, from time to time by the Company in accordance with the Indenture.

     Subject to the terms and conditions contained in this Selling Agent
Agreement (the "AGREEMENT") and to the reservation by the Company of the right
to sell up to $50,000,000 aggregate principal amount of Notes directly on its
own behalf or indirectly through agents other than the Agents (as hereinafter
defined) in up to ten separate transactions, the Company hereby (i) appoints
each of you as an agent of the Company (individually, an "AGENT" and
collectively the "AGENTS") for the purpose of soliciting and receiving offers to
purchase Notes from the Company and (ii) agrees that whenever the Company
determines to sell Notes pursuant to this Agreement, such Notes shall be sold
pursuant to a Terms Agreement (as defined in Section IV(b) below) relating to
such sale in accordance with the provisions of Section IV(b) hereof between the
Company and LaSalle Financial Services, Inc. (the "PURCHASING AGENT"), with the
Purchasing Agent purchasing such Notes as principal for resale to others. You
hereby agree to use your reasonable best efforts to solicit and receive offers
to purchase Notes upon terms acceptable to the Company at such times and in such
amounts as the Company shall from time to time specify and in accordance with
the terms hereof. This Agreement shall not be construed to create either an
obligation on the part of the Company to sell any Notes or an obligation of any
of the Agents to purchase Notes.

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                                       I.

     The Company has filed with the Securities and Exchange Commission (the
"COMMISSION") a registration statement on Form S-3 (No. 333-108272) relating to
the Notes and the offering thereof, from time to time, in accordance with Rule
415 under the Securities Act of 1933, as amended (the "SECURITIES ACT"). The
term "REGISTRATION STATEMENT" as used with respect to a particular issue of the
Notes means the registration statement, as from time to time amended or
supplemented, at the time of its effectiveness for purposes of Section 11 of the
Securities Act as such section applies to the Company and the Agents for such
offering of Notes pursuant to Rule 430B(f)(1) and Rule 430B(f)(2) under the
Securities Act (the "EFFECTIVE TIME"), including (i) all documents then filed as
a part thereof or incorporated or deemed to be incorporated by reference therein
and (ii) any information contained or incorporated by reference in a prospectus
filed with the Commission pursuant to Rule 424(b) under the Securities Act, to
the extent such information is deemed, pursuant to Rule 430B(f)(1) under the
Securities Act, to be part of the Registration Statement at the Effective Time.
The Registration Statement was declared effective by the Commission on September
8, 2003, and the Indenture has been qualified under the Trust Indenture Act of
1939, as amended (the "TRUST INDENTURE ACT"). The Company has prepared or will
promptly prepare for filing with, or transmission for filing to, the Commission,
pursuant to Rule 424 under the Securities Act, a prospectus supplement (the
"PROSPECTUS SUPPLEMENT") for the purpose of supplying information in respect of
the public offering of the Notes. The term "BASE PROSPECTUS" means the
prospectus included in the Registration Statement exclusive of any supplement
filed pursuant to Rule 424. The Base Prospectus, as supplemented by the
Prospectus Supplement, is referred to herein as the "PROGRAM PROSPECTUS." Prior
to the determination of the final terms of a particular issue of the Notes the
term "PROSPECTUS" means the Program Prospectus, and after such determination,
such document plus a supplement (the "PRICING SUPPLEMENT") prepared for the sale
of a particular issue of the Notes and including a description of the final
terms of the particular issue of Notes and the terms of the offering thereof.
The term "PERMITTED FREE WRITING PROSPECTUS" as used herein means any "issuer
free writing prospectus," as defined in Rule 433 under the Securities Act ("RULE
433"), the form of which is attached as Exhibit D and relating to the Notes and
intended for general distribution to prospective investors that (i) is required
to be filed with the Commission by the Company, or (ii) is exempt from filing
pursuant to Rule 433(d)(5)(i) because it contains a description of the Notes or
of the offering that does not reflect the final terms, in each case in the form
filed or required to be filed with the Commission or, if not required to be
filed, in the form retained in the Company's records pursuant to Rule 433(g).
The "PRICING EFFECTIVE TIME" as used herein shall occur when either (i) a
Permitted Free Writing Prospectus with the final terms of the offering and the
Program Prospectus, or (ii) the Pricing Supplement, prepared by the Company, and
the Program Prospectus, shall be made available to the Agents for electronic
delivery to purchasers (the documentation in (i) or (ii), as applicable, in the
aggregate, the "PRICING DISCLOSURE MATERIAL").

                                       II.

     Your obligations hereunder are subject to the following conditions, each of
which shall be met on such date as you and the Company shall subsequently fix
for the commencement of your obligations hereunder (the "COMMENCEMENT DATE"):


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          (a) No litigation or proceeding shall be threatened or pending to
     restrain or enjoin the issuance or delivery of the Notes, or which in any
     way questions or affects the validity of the Notes. No stop order
     suspending the effectiveness of the Registration Statement shall be in
     effect, and no proceedings for such purpose shall be pending before or
     threatened by the Commission. There shall have been no material adverse
     change in the consolidated financial condition of the Company and its
     subsidiaries, considered as a whole (a "MATERIAL ADVERSE CHANGE"), from
     that set forth in the Registration Statement and the Prospectus (excluding
     any amendments or supplements to the Prospectus since the relevant Pricing
     Effective Time, if any).

          (b) You shall have received on the Commencement Date a certificate of
     the Company dated such Commencement Date and signed by an executive officer
     of the Company to the foregoing effect. The officer signing such
     certificate may rely upon the best of his knowledge as to proceedings
     threatened.

          (c) You shall have received a favorable opinion of King & Spalding
     LLP, counsel for the Company, dated the Commencement Date, to the effect
     that:

               (i) The Company is a corporation validly existing and in good
          standing under the laws of the State of Delaware with the corporate
          power and authority to own its properties and conduct its business as
          described in the Prospectus.

               (ii) The Indenture has been duly authorized, executed and
          delivered by the Company and constitutes a valid and binding agreement
          of the Company, enforceable against the Company in accordance with its
          terms, subject, as to enforcement of remedies, to bankruptcy,
          insolvency, reorganization, moratorium or similar laws affecting the
          rights and remedies of creditors generally and to the effect of
          general principles of equity; and the Indenture has been duly
          qualified under the Trust Indenture Act.

               (iii) The Notes have been duly authorized and, when the terms
          thereof have been established in accordance with the Indenture and
          when executed, authenticated, issued and delivered in the manner
          provided for in the Indenture against payment therefor, will
          constitute valid and binding obligations of the Company, enforceable
          against the Company in accordance with their terms, subject as to
          enforcement of remedies, to bankruptcy, insolvency, reorganization,
          moratorium or similar laws affecting the rights and remedies of
          creditors generally and to the effect of general principles of equity.

               (iv) This Agreement has been duly authorized, executed and
          delivered by the Company.

               (v) No authorization, consent or approval of, or registration or
          filing with, any governmental or public body or regulatory authority
          is required on the part of the Company for the issuance of the Notes
          in accordance with the Indenture or the sale of the Notes in
          accordance with this Agreement other than


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          the registration of the Notes under the Securities Act, qualification
          of the Indenture under the Trust Indenture Act and compliance with the
          securities or Blue Sky laws of various jurisdictions.

               (vi) The statements in the Prospectus under the captions
          "Description of Debt Securities", "Description of Notes" and "Certain
          United States Federal Income Tax Considerations", insofar as such
          statements constitute summaries of the documents (or provisions
          thereof) or statutes (or provisions thereof) referred to therein,
          fairly present the information required to be described with respect
          to such documents (or provisions thereof) or statutes (or provisions
          thereof) and fairly summarize in all material respects such documents
          (or provisions thereof) or statutes (or provisions thereof).

               (vii) The Indenture and the form of the Notes conform in all
          material respects to the descriptions thereof in the Prospectus.

               (viii) The Registration Statement has become effective under the
          Securities Act, and, to our knowledge, no stop order suspending the
          effectiveness of the Registration Statement or of any part thereof has
          been issued and no proceedings for that purpose have been instituted
          or are pending under the Securities Act.

               (ix)(A) Each document, if any, filed pursuant to the Securities
          Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and
          incorporated by reference in the Prospectus, when such document was
          filed with the Commission, complied as to form in all material
          respects with the Exchange Act and the rules and regulations
          thereunder; and (B) the Registration Statement, as of its effective
          date, and the Prospectus, as of its issue date and the Commencement
          Date, complied as to form in all material respects with the
          requirements of the Trust Indenture Act and the Securities Act and the
          rules and regulations thereunder (in each case other than the
          financial statements and notes thereto, the financial statement
          schedules and the other financial and statistical data and Form T-1
          included or incorporated by reference therein).

          In addition, King & Spalding LLP shall state that, in its capacity as
     counsel for the Company, it has rendered legal advice and assistance in
     connection with the Company's preparation of the Registration Statement and
     the Prospectus. Rendering such assistance included, among other things,
     discussions and inquiries concerning various legal matters, the review of
     certain documents, and participating in conferences with officers and other
     representatives of the Company, representatives of the Company's
     independent auditors and representatives of the Agents and their counsel
     during which the contents of the Registration Statement and the Prospectus
     and related matters were discussed and reviewed. Such counsel shall state
     that although it is not passing upon and does not assume any responsibility
     for the accuracy, completeness or fairness of the statements contained in
     the Registration Statement or the Prospectus, on the basis of the
     information that was developed in the course of the performance of the
     services referred to above, nothing came to their attention that causes
     them to believe that (A) each part of


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     the Registration Statement (other than the financial statements and notes
     thereto, the financial statement schedules and the other financial and
     statistical data and the Form T-1 included or incorporated by reference
     therein), at the time it became effective, and if any amendment to the
     Registration Statement has been filed with the Commission subsequent to
     such date, at the time of the most recent filing, contained an untrue
     statement of a material fact or omitted to state any material fact required
     to be stated therein or necessary to make the statements therein not
     misleading or (B) the Prospectus (other than the financial statements and
     notes thereto, the financial statement schedules and the other financial
     and statistical data included or incorporated by reference therein), as of
     its issue date and as of the Commencement Date, contained or contains any
     untrue statement of a material fact or omits to state any material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading.

          (d) You shall have received a favorable opinion of counsel in the
     Legal Department of the Company, reasonably satisfactory to the Agents,
     dated the Commencement Date, to the effect that:

               (i) The Company is duly qualified to do business as a foreign
          corporation in good standing in each jurisdiction in which it owns or
          leases material properties or in which the conduct of its business
          requires such qualification and in which the failure to so qualify
          would have a material adverse effect on the Company and its
          subsidiaries considered as a whole.

               (ii) The execution and delivery of the Indenture, the issuance of
          the Notes in accordance with the Indenture and the sale of the Notes
          pursuant to this Agreement: (A) do not and will not result in any
          violation of the certificate of incorporation or bylaws of the
          Company; (B) to such counsel's knowledge, do not and will not result
          in a breach or violation of any of the terms and provisions of, or
          constitute a default under, any agreement or other instrument binding
          upon the Company or any subsidiary of the Company that is a
          "significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X
          under the Securities Act (each, a "SIGNIFICANT SUBSIDIARY") that is
          material to the Company and its subsidiaries considered as a whole;
          and (C) do not and will not result in a violation of any existing
          material law, rule or regulation applicable to the Company or any of
          its subsidiaries or any material judgment, order, writ, injunction or
          decree known to such counsel of any governmental authority or court
          having jurisdiction over the Company or any of its subsidiaries.

               (iii) The Company has the corporate power and authority to
          authorize, issue and sell the Notes as contemplated by this Agreement.

               (iv) The statements in the (A) documents incorporated by
          reference into the Prospectus under the captions "Government
          Regulation" and "Legal Proceedings" in the Company's most recently
          filed Annual Report on Form 10-K and Part II, Item 1 of the Company's
          subsequently filed Quarterly Reports on Form 10-Q, if any (or
          comparable paragraphs under the caption "Liquidity and Capital
          Resources" in Part I, Item 2 of such Quarterly Reports on Form 10-Q,
          as


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          the case may be), and (B) the Registration Statement under Item 15,
          insofar as such statements purport to constitute summaries of the
          documents (or provisions thereof), statutes (or provisions thereof) or
          legal proceedings referred to therein, fairly present the information
          required to be described with respect to such documents (or provisions
          thereof), statutes (or provisions thereof) or legal proceedings and
          fairly summarize in all material respects such documents (or
          provisions thereof), statutes (or provisions thereof), or legal
          proceedings.

               (v) To such counsel's knowledge, there are no (A) legal or
          governmental proceedings pending or threatened to which the Company or
          any Significant Subsidiary is a party, or to which any of the
          properties of the Company or any Significant Subsidiary is subject,
          that are required to be described in the Registration Statement or the
          Prospectus and are not so described or (B) statutes, regulations or
          contracts that are required to be described in the Registration
          Statement or the Prospectus or contracts that are required to be filed
          as exhibits to the Registration Statement that are not described or
          filed as required.

          (e) You shall have received on the Commencement Date a letter dated
     the Commencement Date from Deloitte & Touche LLP, independent auditors,
     containing statements and information of the type ordinarily included in
     auditors' "comfort letters" to underwriters with respect to the financial
     statements and certain financial information contained in or incorporated
     by reference into the Registration Statement and the Prospectus.

          (f) You shall have received a favorable opinion of Gibson, Dunn &
     Crutcher LLP, counsel for the Agents, dated such Commencement Date, to the
     effect set forth in Section II(c) in clauses (ii), (iii), (iv), (vii) and
     (ix)(B) and the paragraph following clause (ix).

          (g) You shall have received a certificate of the secretary or
     assistant secretary of the Company as to the Certificate of Incorporation
     of the Company, the Bylaws of the Company and the resolutions authorizing
     the issuance and sale of the Notes and certain related matters.

     The obligations of the Purchasing Agent to purchase Notes as principal,
both under this Agreement and under any Terms Agreement, are subject to the
conditions that: (i) no litigation or proceeding shall be pending or, to the
Company's knowledge, threatened to restrain or enjoin the issuance or delivery
of the Notes, or which in any way questions or affects the validity of the
Notes; (ii) no stop order suspending the effectiveness of the Registration
Statement shall be in effect and no proceedings for such purpose or pursuant to
Section 8A under the Securities Act shall be pending before or, to the Company's
knowledge, threatened by the Commission; and (iii) there shall have been no
Material Adverse Change in the consolidated financial condition of the Company
and its subsidiaries, considered as a whole, from that set forth in the
Registration Statement and the Prospectus, each of which conditions shall be met
on the corresponding Settlement Date (as defined in Section IV(b) hereof).
Further, if specifically called for by any written agreement by the Purchasing
Agent to purchase Notes as principal, the Purchasing


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Agent's obligations hereunder and under such agreement shall be subject to such
of the additional conditions set forth in clause (a), as it relates to the
executive officer's certificate, and clauses (b), (c), (d) and (e) above, as
agreed to by the parties, each of which such agreed conditions shall be met on
the corresponding Settlement Date.

                                      III.

     In further consideration of your agreements herein contained, the Company
covenants as follows:

          (a) The Company will furnish you, without charge, a copy of (i) the
     Indenture, (ii) the resolutions of the Board of Directors (or the Executive
     Committee) of the Company authorizing the issuance and sale of the Notes,
     certified by the Secretary or Assistant Secretary of the Company as having
     been duly adopted, (iii) the Registration Statement including exhibits and
     documents incorporated by reference therein, and (iv) as many copies of the
     Prospectus, any Permitted Free Writing Prospectus, any documents
     incorporated by reference therein, and any supplements and amendments
     thereto as you may reasonably request.

          (b) Before amending or supplementing the Registration Statement, the
     Prospectus or the Pricing Disclosure Material (other than amendments or
     supplements to change interest rates and other than amendments or
     supplements in the form of the Company's periodic filings to be filed with
     the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
     Exchange Act that are incorporated by reference in the Prospectus and the
     Pricing Disclosure Material), the Company will furnish you a copy of each
     such proposed amendment or supplement and afford you a reasonable
     opportunity to comment on any such proposed amendment or supplement.

          (c) The Company will furnish you copies of each amendment to the
     Registration Statement and of each amendment and supplement to the
     Prospectus or the Pricing Disclosure Material in such quantities as you may
     from time to time reasonably request. If at any time when the delivery of a
     Prospectus shall be required by law in connection with sales of any of the
     Notes, either (i) any event shall have occurred as a result of which the
     Prospectus or the Pricing Disclosure Material as then amended or
     supplemented would include any untrue statement of a material fact or omit
     to state any material fact necessary in order to make the statements
     therein, in light of the circumstances under which they were made, not
     misleading or (ii) for any other reason it shall be necessary to amend or
     supplement the Prospectus or Pricing Disclosure Material as then amended or
     supplemented or to file under the Exchange Act any document incorporated by
     reference in the Prospectus in order to comply with the Securities Act or
     the Exchange Act, the Company will (A) notify you to suspend the
     solicitation of offers to purchase Notes and if notified by the Company,
     you shall forthwith suspend such solicitation and cease using the
     Prospectus or the Pricing Disclosure Material, as applicable, as then
     amended or supplemented and (B) if the Company notifies you that it would
     like you to resume the solicitation of offers to purchase Notes, promptly
     prepare and file with the Commission such document incorporated by
     reference in the Prospectus or the Pricing Disclosure Material or an
     amendment or supplement to the Registration


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     Statement, the Prospectus or the Pricing Disclosure Material which will
     correct such statement or omission or effect such compliance and will
     provide to you without charge a reasonable number of copies thereof, which
     you shall use thereafter.

          (d) The Company will endeavor to qualify such Notes for offer and sale
     under the securities or Blue Sky laws of such jurisdictions as you shall
     reasonably request and will pay all reasonable expenses (including fees and
     disbursements of counsel) in connection with such qualification; provided,
     that, in connection therewith the Company shall not be required to qualify
     as a foreign corporation to do business, or to file a general consent to
     service of process, in any jurisdiction.

          (e) The Company will make generally available to its security holders
     and to you as soon as practicable earning statements that satisfy the
     provisions of Section 11(a) of the Securities Act and the rules and
     regulations of the Commission thereunder covering 12 month periods
     beginning, in each case, not later than the first day of the Company's
     fiscal quarter next following the "effective date" (as defined in Rule 158
     under the Securities Act) of the Registration Statement with respect to
     each sale of Notes.

          (f) If the Company and the Purchasing Agent mutually agree to list
     Notes on any stock exchange (a "STOCK EXCHANGE"):

               (i) The Company will use its reasonable efforts, in cooperation
          with the Purchasing Agent, to cause such Notes to be accepted for
          listing on any such Stock Exchange, in each case as the Company and
          the Purchasing Agent shall deem to be appropriate. In connection with
          any such agreement to list Notes on a Stock Exchange, the Company
          shall use its reasonable efforts to obtain such listing promptly and
          shall furnish any and all documents, instruments, information and
          undertakings that may be reasonably necessary or advisable in order to
          obtain and maintain the listing.

               (ii) So long as any Note remains outstanding and listed on a
          Stock Exchange, if the Prospectus as then amended or supplemented
          would include any untrue statement of a material fact or omit to state
          any material fact relating to any matter described in the Prospectus
          the inclusion of which was required by the listing rules and
          regulations of such Stock Exchange on which any Notes are listed (the
          "LISTING RULES") or by such Stock Exchange, the Company will provide
          to the Purchasing Agent information about the change or matter and to
          amend or supplement the Prospectus in order to comply with the Listing
          Rules or as otherwise requested by the Stock Exchange.

               (iii) The Company will use reasonable efforts to comply with any
          undertakings given by it from time to time to any Stock Exchange on
          which any Notes are listed.

          (g) The Company promptly will notify the Purchasing Agent in writing
     in the event that the Company does not have a security listed on the New
     York Stock Exchange.


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          (h) The Company will notify the Agents immediately, and confirm such
     notice in writing, of any change in the rating assigned by any nationally
     recognized statistical rating organization, as such term is defined in Rule
     436(g)(2) under the Securities Act, to the Medium-Term Note Program under
     which the Notes are issued (the "PROGRAM") or any debt securities
     (including the Notes) of the Company, or the public announcement by any
     nationally recognized statistical rating organization that it has under
     surveillance or review, with possible negative implications, its rating of
     the Program or any such debt securities, or the withdrawal by any
     nationally recognized statistical rating organization of its rating of the
     Program or any such debt securities.

                                       IV.

     (a) Solicitations as Agent. You hereby agree, as Agents hereunder, to use
your reasonable best efforts to solicit and receive offers to purchase Notes
upon the terms and conditions set forth herein and in the Prospectus and upon
the terms communicated to you from time to time by the Company or the Purchasing
Agent, as the case may be. For the purpose of such solicitation you will use the
Prospectus as then amended or supplemented which has been most recently
distributed to you by the Company, and you will solicit offers to purchase only
as permitted or contemplated thereby and herein. The Company reserves the right,
in its sole discretion, to suspend solicitation of offers to purchase Notes at
any time for any period of time or permanently. Upon receipt of notice of any
such suspension (which may be given orally) from the Company, you will as soon
as practicable, but in any event no later than one business day after receipt of
such instructions, suspend solicitation of offers to purchase until such time as
the Company has advised you that such solicitation may be resumed. In addition,
the Company reserves the right to sell, and may solicit and accept offers to
purchase, up to $50,000,000 aggregate principal amount of Notes directly on its
own behalf in up to ten separate transactions; and, in the case of any such sale
not resulting from a solicitation made by any Agent, no Concession (as defined
below) will be payable with respect to such sale.

     You are authorized to solicit orders for the Notes only in denominations of
$1,000 or more (in multiples of $1,000). You are not authorized to appoint
subagents or to engage the service of any other broker or dealer in connection
with the offer or sale of the Notes without the consent of the Company;
provided, however, the Purchasing Agent may engage the service of any other
broker or dealer without the consent of the Company. The Purchasing Agent,
however, on a periodic basis upon request, will provide the Company with a list
of those brokers or dealers so engaged. In addition, unless otherwise instructed
by the Company, the Purchasing Agent shall communicate to the Company, orally or
in writing, the aggregate amount of each offer to purchase each proposed series
or issuance of Notes. The Company shall have the sole right to accept offers to
purchase Notes offered through you and may reject any proposed purchase of Notes
as a whole or in part. You shall have the right, in your discretion reasonably
exercised, to reject any proposed purchase of Notes, as a whole or in part, and
any such rejection shall not be deemed a breach of your agreements contained
herein.

     The Company agrees to pay the Purchasing Agent, as consideration for
soliciting offers to purchase Notes, a concession in the form of a discount
equal to the percentages of the principal amount of each Note sold not in excess
of the concession set forth in Exhibit A (the "CONCESSION"). Notwithstanding the
foregoing, for Notes that bear a zero interest rate and are


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issued at a substantial discount from the principal amount payable at the
Maturity Date (a "ZERO-COUPON NOTE"), the Company agrees to pay the Purchasing
Agent, as consideration for soliciting the sale of the Zero-Coupon Notes, a
Concession in the form of a discount equal to the percentages of the initial
offering price of each Zero-Coupon Note sold not in excess of the Concession set
forth in Exhibit A. The Purchasing Agent and the other Agents will share the
Concession in such proportions as they may agree.

     Except as provided in Section IV(b) hereof, in soliciting offers to
purchase Notes from the Company, you are acting solely as agent for the Company
and not as principal. When acting on behalf of the Company on an agency basis,
you will make reasonable efforts to assist the Company in obtaining performance
by each purchaser whose offer to purchase Notes has been accepted by the
Company, but you shall not have any liability to the Company in the event such
purchase is not consummated for any reason, other than to repay to the Company
any Concession with respect thereto.

     (b) Purchases as Principal. Each sale of Notes to an Agent as principal
shall be made in accordance with the terms of this Agreement and a separate
agreement, substantially in the form of Exhibit C, to be entered into on behalf
of such Agent(s) by the Purchasing Agent, which will provide for the sale of
such Notes to, and the purchase and reoffering thereof by, the Purchasing Agent
as principal. Each such separate agreement (which may be an oral agreement and
confirmed in writing as described below between the Purchasing Agent and the
Company) is herein referred to as a "TERMS AGREEMENT". A Terms Agreement may
also specify certain provisions relating to the reoffering of such Notes by the
Purchasing Agent. The Terms Agreement shall not be effective, and the Agents
agree that no contract of sale may be entered into by the Agents in respect of a
sale of Notes as described in this section, until the Company has made the
Pricing Disclosure Material available to the Agents and the Pricing Effective
Time occurs. The Purchasing Agent's agreement to purchase Notes pursuant to any
Terms Agreement shall be deemed to have been made on the basis of the
representations, warranties and agreements of the Company herein contained and
shall be subject to the terms and conditions herein set forth. Except pursuant
to a Terms Agreement, under no circumstances shall you be obligated to purchase
any Notes for your own account. Each Terms Agreement, whether oral (and
confirmed in writing which may be by facsimile transmission) or in writing,
shall describe the Notes to be purchased pursuant thereto by the Purchasing
Agent as principal, and may specify, among other things, the principal amount of
Notes to be purchased, the interest rate or formula and maturity date or dates
of such Notes, the interest payment dates, if any, the price to be paid to the
Company for such Notes, the initial public offering price at which the Notes are
proposed to be reoffered, and the time and place of delivery of and payment for
such Notes (the "SETTLEMENT DATE"), whether the Notes provide for a survivor's
option or for optional redemption by the Company and on what terms and
conditions, and any other relevant terms.

     In connection with the resale of the purchased Notes, you are not
authorized, without the consent of the Company, to appoint subagents or to
engage the service of any other broker or dealer, nor may you reallow any
portion of the discount paid to you by the Company in excess of the designated
reallowance portion; provided, however, that the Purchasing Agent may engage the
service of any other broker or dealer without the consent of the Company. The
Purchasing Agent however, on a periodic basis, will provide the Company with a
list of those brokers or


                                       10

<PAGE>

dealers so engaged. Unless authorized by the Purchasing Agent in each instance,
no Agent will purchase and sell Notes for which an order from a client has not
been received.

     Each purchase of Notes by the Purchasing Agent from the Company shall be at
a discount from the principal amount of each such Note on the date of issue not
in excess of the applicable Concession set forth in Exhibit A. Notwithstanding
the foregoing, for Zero-Coupon Notes, each purchase of Zero-Coupon Notes by the
Purchasing Agent from the Company shall be at a discount from the initial
offering price of each such Note on the date of issue not in excess of the
applicable Concession set forth in Exhibit A.

     (c) Public Offering Price. Unless otherwise authorized by the Company, all
Notes, other than Zero Coupon Notes, shall be sold to the public at a purchase
price not to exceed 100% of the principal amount thereof, plus accrued interest,
if any. Zero-Coupon Notes shall be sold to the public at a purchase price no
greater than an amount, expressed as a percentage of the principal face amount
of such Notes, equal to (i) the net proceeds to the Company on the sale of such
Notes, plus (ii) the Concession, plus (iii) accrued interest, if any. Such
purchase price shall be set forth in the confirmation statement of the Agent
responsible for such sale and delivered to the purchaser along with a notice of
availability (pursuant to Rule 172 of the Securities Act) or a copy of the
Pricing Disclosure Material.

     (d) Procedures. Procedural details relating to the issue and delivery of,
and the solicitation of offers to purchase and payment for, the Notes, whether
under Section IV(a) or IV(b), are set forth in the Administrative Procedures
attached hereto as Exhibit B, as amended from time to time (the "PROCEDURES").
Unless otherwise provided in a Terms Agreement, the provisions of the Procedures
shall apply to all transactions contemplated hereunder. You and the Company each
agree to perform the respective duties and obligations specifically provided to
be performed by each in the Procedures. The Procedures may only be amended by
written agreement of the Company and each of you.

     (e) Information. The Company authorizes the Agents, in connection with
their solicitation of purchase of the Notes, to use only the information taken
from the Registration Statement, the Prospectus and any Permitted Free Writing
Prospectus, and the documents incorporated therein by reference, and each of the
Agents agrees that it has and will have sole responsibility for the completeness
and accuracy of all other information, written or oral, furnished by such Agent
and its agents and employees to purchasers and prospective purchasers of the
Notes.

     (f) Prospectus Delivery. You shall, as required by applicable law, furnish
to each person to whom you sell or deliver Notes a copy of the Prospectus (as
then amended or supplemented) or, if delivery of the Prospectus is not required
by applicable law, inform each such person that a copy thereof (as then amended
or supplemented) will be made available upon request. You are not authorized to
give any information or to make any representation not contained in the
Prospectus or the documents incorporated by reference or specifically referred
to therein in connection with the offer and sale of the Notes. You will not use
any marketing materials other than the Prospectus and any Permitted Free Writing
Prospectus in connection with any offer or sale of the Notes except for
marketing materials prepared by the Company, if any, and furnished to you
together with written authorization from the Company to the


                                       11

<PAGE>

Purchasing Agent to use the same hereunder. The Company hereby grants the
Purchasing Agent a limited, non-exclusive, non-sublicenseable, non-assignable,
revocable worldwide right and license to use the Company's name and logo (the
"Logo") as displayed on Exhibit F in "Marketing Materials" that include only (i)
brochures and (ii) the Purchasing Agent's website to identify the Company as a
member of the Direct Access Notes Program in the Purchasing Agent's general
materials and marketing objectives relating to the Direct Access Notes Program
(the "MARKETING MATERIALS"). The Purchasing Agent shall not use the Company's
name or Logo unless approved in writing by the Company prior to their use. Any
approvals from or authorizations by the Company under this Section IV(e) may be
transmitted electronically by the Company to the Purchasing Agent. The
Purchasing Agent understands and agrees that the rights granted by the Company
to use and display the Company's name and Logo convey to the Purchasing Agent no
greater rights than those expressly stated herein and that, in particular, the
Purchasing Agent shall at no time acquire any legal or equitable right, title or
interest of any sort in the Company's name and Logo or in the use thereof.
Unless terminated earlier, the Purchasing Agent's right to use the Company's
name and Logo shall cease upon the end of the term of this Agreement.

     (g) Compliance With Laws. The Purchasing Agent is aware that other than
registering the Notes under the Securities Act, no action has been or will be
taken by the Company that would permit the offer, sale or purchase of the Notes
or possession or distribution of the Prospectus or any other offering material
relating to the Notes in any jurisdiction where action for that purpose is
required. Accordingly, the Purchasing Agent agrees that it will obtain any
consent, approval or permission required for the offer, sale or purchase by it
of Notes under the laws and regulations in force in any such jurisdiction to
which it is subject or in which it makes such offer, sale or purchase.

                                       V.

     The Company represents and warrants to the Agents that as of the date
hereof, as of each date on which the Company accepts an offer to purchase Notes
(including any purchase by the Purchasing Agent as principal, pursuant to a
Terms Agreement or otherwise), as of each date the Company issues and sells
Notes (each of the times referenced above being referred to herein as a
"REPRESENTATION DATE"):

          (a)(i) Each document, if any, filed, or to be filed, pursuant to the
     Exchange Act and incorporated by reference in the Prospectus complied as to
     form when so filed, or will on the applicable Representation Date comply as
     to form, in all material respects with the Exchange Act and the rules and
     regulations thereunder; (ii) the Registration Statement, as of the latest
     effective date thereof, did not contain any untrue statement of a material
     fact or omit to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading; (iii) each
     Prospectus, if any, filed pursuant to Rule 424 under the Securities Act,
     complied as to form when so filed in all material respects with the
     Securities Act and the applicable rules and regulations thereunder; (iv)
     the Registration Statement and each Prospectus comply as to form and, as
     amended or supplemented, if applicable, will on the applicable
     Representation Date comply as to form in all material respects with the
     Securities Act and the applicable rules and regulations thereunder; (v) the
     Registration Statement and any amendment thereto, as of


                                       12

<PAGE>

     the applicable effective date of the Registration Statement or any such
     amendment, did not contain an untrue statement of a material fact or omit
     to state a material fact required to be stated therein or necessary to make
     the statements therein not misleading; and (vi) the Prospectus and any
     amendment or supplement thereto, as of the date of the Prospectus or any
     such amendment or supplement, do not contain any untrue statement of a
     material fact or omit to state a material fact necessary in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading; and (vi) at the time made available by the
     Company to the Agents for electronic delivery with respect to the Notes,
     the Pricing Disclosure Material will not contain any untrue statement of a
     material fact or omit to state a material fact necessary in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading; provided, however, that this representation and
     warranty shall not apply to (i) any statements or omissions made in
     reliance upon and in conformity with information furnished in writing to
     the Company by any Agent expressly for use in the Prospectus as amended or
     supplemented relating to the Notes or (ii) the Statement of Eligibility on
     Form T-1 of the Trustee.

          (b) The Company has been duly incorporated and is validly existing as
     a corporation in good standing under the laws of the State of Delaware,
     with corporate power and authority to own its properties and conduct its
     business as described in the Prospectus and the Pricing Disclosure
     Material, and has been duly qualified as a foreign corporation for the
     transaction of business and is in good standing under the laws of each
     other jurisdiction in which it owns or leases properties, or conducts any
     business so as to require such qualification, or is subject to no material
     liability or disability by reason of the failure to be so qualified or in
     good standing in any such jurisdiction.

          (c) The Company has an authorized capitalization as set forth in the
     financial statements incorporated by reference in the Prospectus and the
     Pricing Disclosure Material, and all of the issued shares of capital stock
     of the Company have been duly and validly authorized and issued and are
     fully paid and non-assessable.

          (d) The Notes have been duly authorized and, when the terms thereof
     have been established in accordance with the Indenture and when executed,
     authenticated, issued and delivered in the manner provided for in the
     Indenture against payment therefor, will constitute valid and binding
     obligations of the Company, enforceable against the Company in accordance
     with their terms, subject, as to enforcement of remedies, to bankruptcy,
     insolvency, reorganization, moratorium or similar laws affecting the rights
     and remedies of creditors generally and to the effect of general principles
     of equity. The Indenture has been duly authorized, executed and delivered
     by the Company and constitutes a valid and binding agreement of the
     Company, enforceable against the Company in accordance with its terms,
     subject, as to enforcement of remedies, to bankruptcy, insolvency,
     reorganization, moratorium or similar laws affecting the rights and
     remedies of creditors generally and to the effect of general principles of
     equity. The Indenture has been duly qualified under the Trust Indenture
     Act. The Indenture conforms and the Notes of any particular issuance of
     Notes will conform in all material respects to the descriptions thereof
     contained in the Prospectus and the Pricing Disclosure Material as amended
     or supplemented that relate to such Notes.


                                       13

<PAGE>

          (e) Other than as set forth in the Prospectus and the Pricing
     Disclosure Material, the Company and each of its subsidiaries have
     conducted their businesses and are in compliance in all material respects
     with all applicable federal and state laws and regulations, except for any
     conduct or noncompliance which would not have a material adverse effect on
     the Company and its subsidiaries considered as a whole.

          (f) The issue and sale of the Notes, the compliance by the Company
     with the provisions of the Notes, the Indenture, this Agreement and any
     Terms Agreement and the consummation of the transactions herein and therein
     contemplated will not conflict with or result in a breach or violation of
     any of the terms or provisions of, or constitute a default under: (i) the
     Certificate of Incorporation or By-Laws of the Company; (ii) any indenture,
     mortgage, deed of trust, loan agreement or other agreement or instrument to
     which the Company or any of its subsidiaries is a party or by which the
     Company or any of its subsidiaries is bound or to which any of the property
     or assets of the Company or any of its subsidiaries is subject; or (iii)
     any statute or any order, rule or regulation of any court or governmental
     agency or body having jurisdiction over the Company or any of its
     properties, except for such conflicts, breaches, violations or defaults
     under subsections (ii) or (iii) that would not result in a material adverse
     effect on the Company and its subsidiaries considered as a whole. No
     consent, approval, authorization, order, registration or qualification of
     or with any court or governmental agency or body is required for the issue
     and sale of the Notes or the consummation by the Company of the other
     transactions contemplated by this Agreement, any Terms Agreement or the
     Indenture, except such as have been obtained, or will have been obtained
     prior to the Commencement Date, under the Securities Act or the Trust
     Indenture Act and such consents, approvals, authorizations, registrations
     or qualifications as may be required under state securities or Blue Sky
     laws.

          (g) Other than as set forth in the Prospectus and the Pricing
     Disclosure Material, there are no legal or governmental proceedings pending
     or, to the Company's knowledge, threatened to which the Company or any of
     its subsidiaries is a party or to which any property of the Company or any
     of its subsidiaries is subject, which are of a character that are required
     to be disclosed in the Prospectus and Pricing Disclosure Material which
     have not been disclosed therein as required.

          (h) Immediately after any sale of Notes by the Company hereunder or
     under any Terms Agreement, the aggregate amount of Notes which shall have
     been issued and sold by the Company hereunder or under any Terms Agreement
     and of any other debt securities of the Company (other than such Notes)
     that shall have been issued and sold pursuant to the Registration Statement
     will not exceed the amount of debt securities registered under the
     Registration Statement.

          (i) The Company is not, and, after giving effect to the offering and
     sale of the Notes and the application of the proceeds thereof as described
     in the Prospectus, the Company will not be, required to register as an
     "investment company" as such term is defined in the Investment Company Act
     of 1940, as amended.


                                       14
<PAGE>

          (j) The Program, as well as the Notes, are rated Aaa by Moody's
     Investors Service, Inc. and AAA by Standard & Poor's Ratings Services, or,
     after the Commencement Date, such other rating as to which the Company
     shall have most recently notified the Agents pursuant to Section III(h)
     hereof.

          (k) The Company has not distributed and will not distribute any
     offering material in connection with the offering and sales of the Notes
     other than the Prospectus, the Pricing Disclosure Materials, if any, and a
     Permitted Free Writing Prospectus and will not use a Permitted Free Writing
     Prospectus except in compliance with Rule 433 under the Securities Act and
     otherwise in compliance with the Securities Act.

     The above representations and warranties shall not apply to any statements
or omissions made in the Prospectus or the Pricing Disclosure Material in
reliance upon and in conformity with information furnished in writing to the
Company by you expressly for use therein. Each acceptance by the Company of an
offer for the purchase of Notes and each issuance of Notes shall be deemed an
affirmation by the Company that the foregoing representations and warranties are
true and correct at the time, as the case may be, of such acceptance or of such
issuance, in each case as though expressly made at such time. The
representations, warranties and covenants of the Company shall survive the
execution and delivery of this Agreement and the issuance and sale of the Notes.

     Unless the Company has suspended the solicitation of offers to purchase
Notes pursuant to Section IV(a), each time the Registration Statement shall be
amended by the filing of a post-effective amendment or a Form 10-K or Form 10-Q
pursuant to Section 13 of the Exchange Act, or if agreed to by the Company in
connection with a particular sale of Notes, the Company shall furnish the Agents
with: (i) a written opinion, dated the date of such amendment, filing or as
otherwise agreed, of counsel to the Company, in substantially the form
previously delivered under Sections II(b) and II(c), but modified, as necessary,
to relate to the Registration Statement and the Prospectus as amended or
supplemented at such date; (ii) a letter, dated the date of such amendment,
filing or as otherwise agreed, of Deloitte & Touche LLP, independent auditors,
in substantially the form previously delivered under Section II(d), but
modified, as necessary, to relate to the Registration Statement and the
Prospectus as amended or supplemented at such date; and (iii) a certificate,
dated the date of such amendment, filing or as otherwise agreed and signed by an
executive officer of the Company, in substantially the form previously delivered
under Section II(a), but modified, as necessary, to relate to the Registration
Statement and the Prospectus as amended or supplemented at such date.

                                       VI.

     (a) The Company agrees to indemnify and hold harmless you, each person, if
any, who controls (within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act) you and each of your and such person's
officers and directors against any and all losses, liabilities, costs or claims
(or actions in respect thereof) to which any of them may become subject
(including all reasonable legal and other costs of investigating, disputing or
defending any such claim or action), insofar as such losses, liabilities, costs
or claims (or actions in respect thereof) arise out of or in connection with any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, any Prospectus, any Pricing


                                       15

<PAGE>

Disclosure Materials, any Permitted Free Writing Prospectus or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading provided, however that the Company shall not be liable
for any such loss, liability, cost, claim or action arising from any statements
or omissions made in reliance on and in conformity with written information
provided by you to the Company expressly for use in the Registration Statement,
any Prospectus, any Pricing Disclosure Materials, any Permitted Free Writing
Prospectus or any amendment or supplement thereto.

     (b) Each Agent severally agrees to indemnify and hold harmless the Company,
each person, if any, who controls (within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act) the Company and the
Company's and such person's officers and directors from and against any and all
losses, liabilities, costs or claims (or actions in respect thereof) to which
any of them may become subject (including all reasonable legal and other costs
of investigating, disputing or defending any such claim or action), insofar as
such losses, liabilities, costs or claims (or actions in respect thereof) arise
out of or in connection with any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement, any Prospectus, any
Pricing Disclosure Materials, any Permitted Free Writing Prospectus or any
amendment or supplement thereto, or any omission or alleged omission to state
therein a material fact necessary to make the statements therein not misleading,
in each case only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance on and in
conformity with written information furnished to the Company by such Agent
expressly for use therein.

     (c) If any claim, demand, action or proceeding (including any governmental
investigation) shall be brought or alleged against an indemnified party in
respect of which indemnity is to be sought against an indemnifying party
pursuant to the preceding paragraphs, the indemnified party shall, promptly
after receipt of notice of the commencement of any such claim, demand, action or
proceeding, notify the indemnifying party in writing of the commencement of such
claim, demand, action or proceeding, enclosing a copy of all papers served, if
any; provided, that, the omission to so notify such indemnifying party will not
relieve the indemnifying party from any liability that it may have to any
indemnified party under the foregoing provisions of this Section VI unless, and
only to the extent that, such omission results in the forfeiture of substantive
rights or defenses by the indemnifying party. In case any such action is brought
against any indemnified party and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section VI for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation. In any such proceeding,
any indemnified party shall have the right to retain its own counsel, but the
reasonable fees and expenses of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party and the indemnified party
shall have mutually agreed to the retention of such counsel, (ii) the
indemnifying party has assumed the defense of such


                                       16

<PAGE>

proceeding and has failed within a reasonable time to retain counsel reasonably
satisfactory to such indemnified party or (iii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying party
and the indemnified party and representation of both parties by the same counsel
would be inappropriate due to actual or potential conflicts of interests between
them. It is agreed that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate law firm (in addition to
local counsel where reasonably necessary) for all such indemnified parties. Such
firm shall be designated in writing by the indemnified party. The indemnifying
party shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement (i) includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such proceeding; and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act, by or on behalf of any indemnified
party.

     (d) If the indemnification provided for in this Section VI is unavailable
to or insufficient to hold harmless an indemnified party under the preceding
paragraphs of this Section VI in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and each Agent on the
other from the offering of the Notes to which such loss, claim, damage or
liability (or action in respect thereof) relates. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law, then each indemnifying party shall contribute to such amount paid or
payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company on the one hand and each Agent on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and each Agent on the other shall be deemed to be in the same
proportion as the total net proceeds from the sale of Notes (before deducting
expenses) received by the Company bear to the total commissions or discounts
received by such Agent in respect thereof. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact required to be stated therein or necessary in order to make the
statements therein not misleading relates to information supplied by the Company
on the one hand or by any Agent on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and each Agent agree that it would not be
just and equitable if contribution pursuant to this Section VI(d) were
determined by per capita allocation (even if all Agents were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this Section
VI(d). The


                                       17

<PAGE>

amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in this Section VI(d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section VI(d), no Agent shall be required to contribute any amount in excess of
the amount by which the total public offering price at which the Notes purchased
by it in the offering giving rise to the damages were sold exceeds the amount of
any damages which such Agent has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission, and no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The obligations of each
of the Agents under this Section VI(d) to contribute are several in proportion
to the respective purchases made by or through it to which such loss, claim,
damage or liability (or action in respect thereof) relates and are not joint.

     (e) The indemnity and contribution agreements contained in this Section VI
and the representations and warranties of the Company and you in this Agreement
shall remain operative and in full force and effect regardless of: (i) any
termination of this Agreement; (ii) any investigation made by or on behalf of
the Agents; (iii) any investigation by an indemnified party or on such party's
behalf or any person controlling an indemnified party or by or on behalf of the
indemnifying party, its directors or officers or any person controlling the
indemnifying party; and (iv) acceptance of and payment for any of the Notes.

                                      VII.

     This Agreement may be terminated at any time by the Agents, on the one
hand, or the Company, on the other hand, upon the giving of five business days
written notice of such termination to the other party. In the event of any such
termination, neither party shall have any liability to the other party, except
for obligations hereunder which expressly survive the termination of this
Agreement and except that, if at the time of termination an offer for the
purchase of Notes shall have been accepted by the Company but the time of
delivery to the purchaser or his agent of the Note or Notes relating thereto
shall not yet have occurred, the Company shall have the obligations provided
herein with respect to such Note or Notes.

     Subsequent to the execution of a Terms Agreement, (i) the Purchasing Agent
may terminate such Terms Agreement and (ii), if the Purchasing Agent does not
elect to terminate such Terms Agreement pursuant to clause (i) of this sentence,
upon the request of an Agent with respect to Notes to be purchased through the
Purchasing Agent by such Agent, the Purchasing Agent shall terminate such Terms
Agreement to the extent of the Notes that were to be purchased through the
Purchasing Agent by such requesting Agent, in each case immediately upon notice
to the Company, at any time prior to the Settlement Date relating thereto, if
there shall have occurred any:

          (i) change in the long-term debt of the Company or any change, or any
     development involving a prospective change, in the financial condition or
     in the earnings, business or operations of the Company, otherwise than as
     set forth or contemplated in the Prospectus, the effect of which is, in the
     judgment of the Purchasing Agent or such requesting Agent, so material and
     adverse as to make it impracticable or inadvisable to


                                       18

<PAGE>

     proceed with the public offering of such Notes or enforce contracts for the
     sale of such Notes; or

          (ii) downgrading in the rating of the Company's debt securities
     (including the Notes) by any "nationally recognized statistical rating
     organization" (as defined for purposes of Rule 436(g) under the Securities
     Act) or public announcement by any such organization that it has under
     surveillance or review, with possible negative implications, its rating of
     such debt securities; or

          (iii) banking moratorium declared by Federal or New York authorities,
     or the authorities of any country in whose currency any Notes are
     denominated under the applicable Terms Agreement; or

          (iv) outbreak or escalation of hostilities in which the United States
     or any country in whose currency any Notes are denominated under the
     applicable Terms Agreement is involved, any declaration of war by Congress,
     any material adverse change in financial markets or any other substantial
     national or international calamity or emergency if, in the judgment of the
     Purchasing Agent or such requesting Agent, the effect of any such outbreak,
     escalation, material adverse change, declaration, calamity or emergency
     makes it impractical or inadvisable to proceed with the public offering of
     such Notes or enforce contracts for the sale of such Notes; or

          (v) action by any governmental authority or any change, or any
     development involving a prospective change, involving currency exchange
     rates or exchange controls, which makes it impracticable or inadvisable in
     the judgment of the Purchasing Agent or such requesting Agent to proceed
     with the public offering of such Notes or enforce contracts for the sale of
     such Notes.

     If this Agreement is terminated, the last sentence of the second paragraph
of Section IV(a), Section III(c), (d) and (e), Section VI, and the first
paragraph of Section XII shall survive; provided, that, if at the time of
termination of this Agreement an offer to purchase Notes has been accepted by
the Company but the time of delivery to the purchaser or its agent of such Notes
has not occurred, the provisions of Section III(a) and (b), and Section IV(b)
and (d) shall also survive until time of delivery.

                                      VIII.

     Except as otherwise specifically provided herein, all statements, requests
and notices hereunder shall be in writing, or by telephone if promptly confirmed
in writing, and if to you shall be sufficient in all respects if delivered in
person or sent by facsimile transmission (confirmed in writing), or registered
mail to you at your address, telecopier number set forth below by your signature
and if to the Company shall be sufficient in all respects if delivered or sent
by telecopier or registered mail to the Company at 55 Glenlake Parkway, N.E.,
Atlanta, Georgia 30328, Attention: Legal Department, telecopier number (404)
828-6912. All such notices shall be effective on receipt.


                                       19

<PAGE>

                                       IX.

     This Agreement shall be binding upon each of you and the Company, and inure
solely to the benefit of you and the Company and any other person expressly
entitled to indemnification hereunder and the respective personal
representatives, successors and assigns of each, and no other person shall
acquire or have any rights under or by virtue of this Agreement.

                                       X.

     This Agreement shall be governed by and construed in accordance with the
laws of the State of New York. Each party to this Agreement irrevocably agrees
that any legal action or proceeding against it arising out of or in connection
with this Agreement or for recognition or enforcement of any judgment rendered
against it in connection with this Agreement may be brought in any Federal or
New York State court sitting in the Borough of Manhattan. By execution and
delivery of this Agreement, such party hereby irrevocably accepts and submits to
the jurisdiction of each of the aforesaid courts in personam, generally and
unconditionally with respect to any such action or proceeding for itself and in
respect of its property, assets and revenues. Each party hereby also irrevocably
waives, to the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of venue of any such action or proceeding
brought in any such court and any claim that any such action or proceeding has
been brought in an inconvenient forum.

                                       XI.

     If this Agreement is executed by or on behalf of any party, such person
hereby states that at the time of the execution of this Agreement he has no
notice of revocation of the power of attorney by which he has executed this
Agreement as such attorney.

                                      XII.

     The Company will pay the expenses incident to the performance of its
obligations under this Agreement, including: (i) the preparation and filing of
the Registration Statement and all amendments thereto and the Prospectus and any
amendments or supplements thereto and any Permitted Free Writing Prospectus;
(ii) the preparation, issuance and delivery of the Notes; (iii) the fees and
disbursements of the Company's counsel and auditors, of the Trustee and its
counsel and of any paying or other agents appointed by the Company; (iv) the
printing and delivery to you in quantities as hereinabove stated of copies of
the Registration Statement and the Prospectus; (v) the reasonable fees and
disbursements of Gibson, Dunn & Crutcher LLP, counsel for the Agents (including
"Blue Sky" fees and disbursements, if any); (vi) if the Company lists Notes on a
securities exchange, the costs and fees of such listing; and (vii) any fees
charged by rating agencies for the rating of the Notes.

     The Company hereby acknowledges that the Agents will be acting pursuant to
contractual relationship on an arm's length basis and in no event do the parties
intend that the Agents act or be responsible as a fiduciary to the Company,
their management, stockholders, creditors or any other person. The Company and
the Agents each hereby expressly disclaim any fiduciary relationship and agree
they are each responsible for making their own independent judgments with
respect to any transactions entered into between them.


                                       20

<PAGE>

     This Agreement may be executed by each of the parties hereto in any number
of counterparts, and by each of the parties hereto on separate counterparts,
each of which counterparts, when so executed and delivered, shall be deemed to
be an original, but all such counterparts shall together constitute but one and
the same instrument.

     As used herein, "business day" means any day other than a Saturday, Sunday
or any day on which banking institutions are authorized or required by law,
regulation or executive order to be closed in the City of New York.


                                       21

<PAGE>

     If the foregoing is in accordance with your understanding, please sign and
return to us a counterpart hereof, and upon acceptance hereof by you, this
letter and such acceptance hereof shall constitute a binding agreement between
the Company and you.

                                        Very truly yours,

                                        UNITED PARCEL SERVICE, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


Confirmed and accepted
as of the date first above written:

LASALLE FINANCIAL SERVICES, INC.


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------

LaSalle Financial Services, Inc.
327 Plaza Real, Suite 225
Boca Raton, FL 33432
Attention: Product Origination
Telecopier:
            -------------------------


CHARLES SCHWAB & CO., INC.


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------