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                                                                 EXHIBIT 10.1(1)

                                AMENDMENT NO. 25

                                       TO

                               THE UPS THRIFT PLAN

      WHEREAS, United Parcel Service of America, Inc. ("UPS"), terminated the
UPS Thrift Plan (the "Plan") effective July 25, 2001 and filed a form 5310,
Application for Determination for Terminating Plan with the Internal Revenue
Service;

      WHEREAS, the Application for Determination requires that the Plan be
amended for the Uruguay Round Agreements Act of 1993 ("GATT"), the Uniformed
Services Employment and Reemployment Rights Act of 1994 ("USERRA"), the Small
Business Job Protection Act of 1996 ("SBJPA"), and the Taxpayer Relief Act of
1997 ("TRA-97), law changes; and the Community Renewal Act of 2000 ("CRA-00")
amendments.

      WHEREAS, the Internal Revenue Service has responded to the Application for
Determination and proposed certain Plan amendments that, if adopted, will bring
the Plan into compliance with these required legislative changes;

      NOW, THEREFORE, effective as of July 25, 2001 unless otherwise specified
in the amendments that follow, the Plan is hereby amended as follows:

      1.    Section 1.1 (i) is amended in its entirety to read as follows:

      "Employee" means a person who is in the Regular Employment of an Employer.
For purposes of this Plan, a citizen of the United States who is transferred
from Regular Employment with a domestic Employer to employment with a foreign
corporation at least 90% of whose voting stock is owned by, or for the benefit
of the stockholders of United Parcel Service of America, Inc., and as to which
foreign corporation a domestic Employer Corporation has entered into an
agreement pursuant to Section 3121(l) of the Internal Revenue Code of 1986
("Code"), as amended, shall be deemed an employee of United Parcel Service of
America, Inc., during such time as he remains in the Regular Employment of the
foreign corporation and the foreign corporation remains covered under such
agreement.

      The term "Employee" shall not include an individual employed as a leased
employee as that term is defined in Code Section 414(n)(2). Leased employee is
defined as any person (other than an employee of the recipient) who pursuant to
an agreement between the recipient and any other person ("leasing organization")
has performed services for the recipient (or for the recipient and related
persons) on a substantially full-time basis for a period of at least 1 year, and
such services are performed under the primary direction or control of the
recipient.
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      2.    Section 10.5 (a) is amended in its entirety to read as follows:

      (a)   With respect to any distribution described in this Plan which
constitutes an eligible rollover distribution within the meaning of Code Section
401(a)(31), the distributee thereof shall, in accordance with procedures
established by the Committee, be afforded the opportunity to direct that such
distribution be transferred directly to the trustee of an eligible retirement
plan (a "direct rollover"). For purposes of the foregoing sentence, an "eligible
retirement plan" is (1) a qualified trust within the meaning of Code Section 402
which is a defined contribution plan the terms of which permit the acceptance of
rollover distributions, (2) an individual retirement account or annuity within
the meaning of Code Section 408 (other than an endowment contract), or (3) an
annuity plan within the meaning of Code Section 403(a), which is specified by
the distributee in such form and at such time as the Committee may prescribe.
Effective for plan years beginning after December 31, 1999, an "eligible
rollover distribution" means any distribution to an employee of all or any
portion of the balance to the credit of the employee in a qualified trust;
except that such term shall not include: 1) any distribution which is one of a
series of substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the employee or the joint
lives (or joint life expectancies) of the employee and the employee's designated
beneficiary, or for a specified period of 10 years or more; 2) any distribution
to the extent that such distribution is required under Code Section 401(a)(9);
and 3) any hardship distribution described in Code Section 401(k)(2)(B)(i)(IV),
which is attributable to an employee's elective contributions under Treasury
Regulation Section 1.401(k)-1(d)(2)(ii).

      3. Section 19.7 is amended by adding the following:

      (c)   This Section 19.7 shall apply to plan years beginning before January
1, 2000.

      4. Sections 6.1, 6.2 and 19.2(i) are amended by the following model
language. This model language shall be adopted in its proposed format and shall
be incorporated by reference with respect to the Plan's existing language. It is
intended that the model language will override the existing Plan language where
deemed appropriate and shall be come and integral part of the Plan document as
of the effective dates set forth herein.
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MODEL LANGUAGE

      A. Model language for Code Section 415(c)(3) compensation definition.

      For limitation years beginning on and after January 1, 2001, for
purposes of applying the limitations described in Sections 6.1 and 6.1 of the
Plan, compensation paid or made available during such limitation years shall
include elective amounts that are not includable in the gross income of the
employee by reason of Code Section 132(f)(4).

      This amendment shall also apply to the definition of compensation for
purposes of Section 19.2(i) of the Plan for plan years beginning on and after
January 1, 2001.

      B. Model language for Code Section 414(s) compensation definition that
excludes amounts of compensation reduction elected for qualified transportation
fringes.

      For plan years beginning on and after January 1, 2001, compensation shall
not include elective amounts that are not includable in the gross income of the
employee under Code Sections 125, 132(f)(4), 402(e)(3), 402(h), or 403(b). This
amendment shall apply for purposes of Section 6.2 of the Plan.

      IN WITNESS WHEREOF, the undersigned certify that United Parcel Service of
America, Inc., based upon action by its Board of Directors on May 3, 2002 has
caused this Amendment No. 25 to the Plan to be adopted.

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ATTEST:                                             UNITED PARCEL SERVICE OF
                                                    AMERICA, INC.
<S>                                                 <C>

/s/ JOSEPH R. MODEROW                               /s/ MICHAEL L. ESKEW
--------------------------------                    ----------------------------
Joseph R. Moderow                                   Michael L. Eskew
Secretary                                           Chairman
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