Form of 2009-2011 Long-Term Incentive Award Certificate United Parcel Service, Inc. Restricted Stock Unit Award Agreement 2009 Long-Term Incentive Performance (LTIP) Awards (Not Transferable)

Exhibit 10.1

Form of 2009-2011 Long-Term Incentive Award Certificate

United Parcel Service, Inc.
Restricted Stock Unit Award Agreement
2009 Long-Term Incentive Performance (LTIP) Awards
(Not Transferable)

     THIS CERTIFIES THAT ____________ has been granted a target award of ______ Restricted Stock Units (“RSUs”). Each RSU has a value that equals the value of one share of the class A common stock of UNITED PARCEL SERVICE, INC., a Delaware corporation (the “Company”). A RSU is sometimes referred to as a “long-term incentive performance award” or “LTIP.”

Terms and Conditions

          (a) General Rule . Ninety percent (90%) of your target award is divided into 3 substantially equal annual performance measurement tranches (one for each calendar year during the 3-year award cycle running from January 1, 2009 through December 31, 2011 (the “LTIP cycle”)) and ten percent (10%) of your target award is based on satisfaction of an earnings per share target for calendar year 2010 (the “earnings measurement tranche”):

          (b) Performance Measurement Tranches . The number of RSUs to be credited to your account for each performance measurement tranche will be determined after the end of the relevant calendar year based on the achievement of specific performance targets established for that year and the applicable performance target matrix (discussed below). The performance criteria for 2009 - 2011 are growth in consolidated revenue (i.e., total company revenue as reported in the Company’s quarterly and annual financial statements) and consolidated operating return on invested capital. The Committee retains the discretion to adjust the Company’s results during the LTIP cycle to exclude the effects of certain transactions and accounting changes for purposes of determining achievement of the performance targets.

     For each RSU performance measurement tranche, the Committee will develop a performance target matrix that will provide for 100% payment of the target RSUs for the tranche upon 100% achievement of the performance targets for the year. The performance target matrix also may provide for payment of a percentage less than or more than 100% of the target RSUs for the tranche based on achievement of performance targets at a percentage less than or more than, respectively, 100%. Your performance target matrix for 2009 is attached as Exhibit A . Performance target matrices for 2010 and 2011 will be provided to you in the first quarter of the applicable year. After the end of each year, the Committee will certify the extent to which the performance targets have been achieved and the resulting RSUs to be credited to your account. Once the payment percentage for a particular tranche has been

applied to a performance measurement tranche, the number of RSUs in that tranche is fixed. After the number of RSUs in a performance measurement tranche becomes fixed, the RSUs in that tranche will be credited to your RSU account.

          (c) Earnings Per Share Measurement Tranche . The earnings per share target for calendar year 2011 is set forth on the attached Exhibit A . You will receive this portion of your award only if the Company meets the earnings per share target for the 2011 calenda