UNITED PARCEL SERVICE INC
AMENDMENT NO. 24 TO THE RETIREMENT PLAN
<DOCUMENT>
<TYPE>EX-10.2(20)
<SEQUENCE>2
<FILENAME>g68035ex10-220.txt
<DESCRIPTION>AMENDMENT NO. 24 TO THE RETIREMENT PLAN
<TEXT>

<PAGE>   1

                                                               EXHIBIT 10.2 (20)

                                AMENDMENT NO. 24

                                     TO THE

                               UPS RETIREMENT PLAN

         WHEREAS, United Parcel Service of America, Inc. ("UPS") and its
affiliated corporations established the UPS Retirement Plan ("Plan") for the
benefit of their eligible employees, in order to provide benefits to those
employees upon their retirement, disability, or death, effective as of September
1, 1961;

         WHEREAS, the Plan, as adopted and amended from time to time, was
amended and restated in its entirety, effective as of January 1, 1976, to comply
with the Employee Retirement Income Security Act of 1974;

         WHEREAS, the Plan has been amended on a number of occasions since
January 1, 1976, the most recent being Amendment No. 23; and

         WHEREAS, it is desired to amend the Plan further to increase the level
of the benefit that will be automatically paid out in lump sum from $3,500 to
$5,000 and to incorporate new assumptions for determining such lump sum benefit
effective for lump sums paid on or after January 1, 2000.

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


1.       Article I is hereby amended effective as of January 1, 2000 to add the
         following new definition in Section 1.1(ff):

                  (ff)     "Applicable Interest Rate" means

                  (1)      for lump sum benefits paid before January 1, 2000,
         "Applicable Interest Rate" shall mean the lesser of (i) 6% or (ii) the
         interest rate or rates which would be used, as of the date distribution
         commences, by the Pension Benefit Guaranty Corporation for purposes of
         determining the present value of a Participant's benefits under the
         Plan if the Plan had terminated on the date distribution commences with
         insufficient assets to provide benefits guaranteed by the Pension
         Benefit Guaranty Corporation on that date; and

                  (2)      for lump sum benefits paid on or after January 1,
         2000, the


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         "Applicable Interest Rate" shall be as described in Section 417(e)(3)
         of the Code for the "lookback month" preceding the "stability period"
         that includes the date the distribution is made. The term "lookback
         month" means August, which is the fifth month preceding the first day
         of the stability period containing the date of distribution. The term
         "stability period" means the calendar year in which the distribution is
         made. Notwithstanding the foregoing, for distributions made on or after
         January 1, 2000 and before July 1, 2001, the Applicable Interest Rate
         means the lesser of (i) the "applicable interest rate" as described in
         Section 417(e)(3) of the Code for the second month preceding the month
         that includes the date the distribution is made or (ii) the "applicable
         interest rate" as described in Section 417(e)(3) of the Code for the
         month of August preceding the calendar year that includes the date the
         distribution is made.

2.       Article I is hereby amended effective as of January 1, 2000 to add the
         following new definition in Section 1.1(gg):

                  (gg)     "Applicable Mortality Table" means

                  (1)      for lump sums paid before January 1, 2000, the 1971
         Towers, Perrin, Forster, and Crosby Forecast Mortality Table with ages
         set back one year; and

                  (2)      for lump sums paid on or after January 1, 2000, the
         "applicable mortality table" prescribed by the Secretary of the
         Treasury for purposes of Section 417(e)(3) of the Code.

3.       Article I is hereby amended effective as of January 1, 2000 to add the
         following new definition in Section 1.1(hh):

                  (hh)     Present Value. The term "Present Value" means the
         single sum amount of such benefit based on the Applicable Interest Rate
         and the Applicable Mortality Table. Notwithstanding the foregoing, with
         respect to distributions made on or after January 1, 2000 and before
         July 1, 2000 and with respect to distributions made to Participants who
         terminated prior to January 1, 2000, the single sum amount shall be the
         greater of the amount determined without regard to Section 1.1(ff)(2)
         and Section 1.1(gg)(2) or the amount determined taking into account
         Section 1.1(ff)(2) and Section 1.1(gg)(2). Additionally, the single sum
         amount of the Participant's benefit shall not be less than the single
         sum benefit the Participant would have received based on his or her
         benefit accrued as of the earlier of his or her date of termination or
         June 30,2000 calculated using an interest rate of 6% and


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         the Applicable Mortality Table under Section 1.1(gg)(1).

4.       Section 5.3(d) is hereby amended effective as of January 1, 2000 to
         read as follows:

                  (d)      Cash-out of Benefits. Notwithstanding any other
         provisions of this Plan, if following a Participant's termination of
         employment the Present Value of his or her vested Normal Retirement
         Benefit, Early Retirement Benefit or Deferred Vested Benefit does not
         exceed $3,500, for Participants who terminate employment with all
         Employer Companies before January 1, 2000, or $5,000, for Participants
         who terminate employment with all Employer Companies on or after
         January 1, 2000, the Committee shall, in lieu of such benefit, pay to
         the Participant, without his or her consent, such Present Value in a
         lump sum. In the case of a Participant who terminates employment prior
         to earning a vested benefit hereunder, said benefit shall be deemed to
         be distributed immediately following such termination of employment. In
         the event the Participant is reemployed, his or her Benefit Service
         with respect thereto shall be restored in accordance with the rules set
         forth at paragraph 1.1(l)(2).

5.       Section 5.5(e) is hereby amended effective as of January 1, 2000 to
         read as follows:

                  (e)      In lieu of the Preretirement Survivor Benefit
         described in this Section 5.5, before the first payment with respect to
         such benefit, the Committee shall pay to the surviving spouse, without
         his or her consent, the Present Value of the benefit if such Present
         Value does not exceed, for payments made before January 1, 1985,
         $1,750, for payments made after December 31, 1984 but before January 1,
         2000, $3,500, and for payments after December 31, 1999, $5,000.

6.       Section 5.7 is hereby amended to delete subsection 5.7(c) and (d), and
         to renumber paragraph 5.7(e) as 5.7(c).

         IN WITNESS WHEREOF, the undersigned certify that United Parcel Service
         of America, Inc., based upon action by its Board of Directors on
         June ___, 2000, has caused this Amendment No. 24 to be adopted.


ATTEST:                                    UNITED PARCEL SERVICE
                                           OF AMERICA, INC.



---------------------------------          ------------------------------------
Joseph R. Moderow                          James P. Kelly
Secretary                                  Chairman


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