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EXHIBIT 4(viii)
SUBSCRIPTION AGREEMENT -- CASH PURCHASE
OVERSEAS PARTNERS LTD. COMMON STOCK
To subscribe to purchase shares of Overseas Partners Ltd. Common Stock,
complete, sign, date and forward an original of this Subscription Agreement to
either the District Controller (for the district in which you are employed) to
verify eligibility if you are a UPS employee, or to Overseas Partners Ltd. at
the address set forth below, if you are not an employee of UPS.
FOR U.S. MAIL: FOR NEXT DAY AIR:
Overseas Partners Ltd. Overseas Partners Ltd.
c/o First Union National Bank c/o Employee Shareholder Services
P.O. Box 41784 First Union National Bank
Philadelphia, PA 19101-1784 PA 1204-ESS
Telephone: (000) 000-0000 000 Xxxxx Xxxxx Xxxxxx
(000) 000-0000 Xxxxxxxxxxxx, XX 00000-0000
Ladies and Gentlemen:
1. Purchase of Shares. I hereby subscribe to purchase shares of
Overseas Partners Ltd. ("OPL") Common Stock.
I enclose a bank cashier's or personal check or money order payable to the
order of "First Union National Bank" as Transfer Agent in the amount of
$ , which equals (a) the product of the number of shares subscribed to
hereby multiplied by (b) the Current Price of an OPL share (i.e. the net book
value of an OPL share as determined from OPL's most recently published Annual
Report to Shareowners).
2. Authorizations and Delivery Instructions. I hereby authorize OPL, as my
agent, to deliver the OPL shares to which I have subscribed (the "OPL Shares")
to First Union National Bank ("First Union"), as Custodian, to be held for my
benefit as more fully described in the Prospectus.
3. Further Provisions. I further acknowledge and agree that:
(a) My subscription is not subject to transfer or assignment by
me;
(b) OPL has the right, at its discretion, to accept or reject my
subscription;
(c) My subscription will become binding upon OPL only upon
acceptance by OPL;
(d) My rights with respect to refund of funds held by First
Union pending delivery of shares, withdrawal or rejection of
my subscription are as set forth in the Prospectus and will
not include interest thereon;
(e) The OPL Shares to which I have subscribed will be sold to me
at the Current Price in effect at the time my subscription
is accepted by OPL, which may be greater or less than the
Current Price in effect at the date of this Subscription
Agreement, and my rights with respect to a change in the
price of OPL Shares are as set forth in the Prospectus;
(f) Upon acceptance by OPL, this Subscription Agreement shall be
binding upon and inure to the benefit of my heirs,
administrators, and personal representatives; and
(g) I have read the Prospectus and I am familiar with its terms.
NOTE: All items below except the signature of the subscriber and witnesses must
be printed or typed. All signatures must be original. No photocopies will be
accepted.
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(District or Location of eligible employee)
/ / / / / / / / / /
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Employee Account Number (Tax ID) (Full Name of eligible employee or subscriber)
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Date (Home Address of eligible employee or subscriber)
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City State Zip Code
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Witness Signature
(For employees of UPS, an Officer, District Manager, or equivalent)
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