SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNION CAMP CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 13-5652423
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1600 Valley Road
Wayne, New Jersey 07470
(Address of Principal Executive Offices) (Zip Code)
UNION CAMP CORPORATION
<PAGE>
PUERTO RICO CONTAINER COMPANY EMPLOYEES' SAVINGS PLAN
(Full title of the plan)
Dirk R. Soutendijk
Vice President, General Counsel
and Secretary
Union Camp Corporation
1600 Valley Road
Wayne, New Jersey 07470
(201) 628-2000
(Name, address and telephone number of agent for service)
Copy to:
Kevin Keogh
White & Case
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered price per share offering price
<S> <C> <C> <C> <C>
Common Stock, parvalue 10,000 shares $46.50(1) $465,000(1) $160.35
$1.00 per share
Interests in (2) (2) (2) (2)
the Plan
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been calculated pursuant to Rule 457(h) under the
Securities Act of 1933, as amended, based on the average of the high
and low sales prices of the Common Stock as reported on the Composite
Index for New York Stock Exchange issues on June 23, 1994.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are hereby incorporated by
reference in this Registration Statement:
<PAGE>
1. The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993; and
2. The description of the Registrant's Common Stock, Purchase
Rights and Preferred Stock filed as part of the Registrant's Current
Report on Form 8-K for the month of August, 1988.
All documents and reports subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
to the filing of a post-effective amendment to the Registration Statement
which indicates that all securities offered hereby have been sold, or which
deregisters all such securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents or reports.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The By-Laws of the Company provide that each person who now is,
was or hereafter becomes a director or officer shall be indemnified by the
Company against liabilities and expenses reasonably incurred by or imposed
on such person, including liabilities arising under the Securities Act of
1933, in connection with any action, suit or proceeding in which such
person was, is or is threatened to be made a party by reason of such person
now or hereafter being or having been a director or officer of the Company,
only if (i) such person acted in relation to such matters in a manner such
person believed, in the case of conduct in his official capacity, to be in
the best interests of the Company, and in all other cases that his conduct
was at least not opposed to the Company's best interests, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
such conduct was unlawful, (ii) in connection with a proceeding by or in
the right of the Company, such person was not adjudged liable to the
Company and (iii) in connection with any proceeding charging improper
benefit to such person, whether or not involving action in his official
capacity, he was not adjudged liable on the basis that personal benefit was
improperly received by him. Such rights of indemnification are in addition
to any other rights to which any such person may otherwise be entitled. In
addition, directors have indemnification contracts with the Company which
provide for substantially similar indemnification as the By-Laws.
The Virginia Stock Corporation Act also provides that a
corporation may indemnify any officer or director against loss and expense
reasonably incurred in connection with a civil suit or proceeding to which
such person is a party by reason of being such officer or director, on
condition such person acted in good faith and believed his conduct was in
the corporation's best interest in the case of conduct in his official
capacity, or, in all other cases, believed his conduct was not opposed to
the best interests of the corporation. With respect to a criminal
proceeding, a corporation may indemnify an officer or director under the
same conditions set forth above if such person had no reasonable cause to
believe his conduct was unlawful. With respect to suit brought by or in
the right of the corporation to which an officer or director is adjudged
liable, indemnification may be made only if a court determines such person
is fairly and reasonably entitled to indemnification in view of the
relevant circumstances, provided any such indemnification shall be limited
to reasonable expenses incurred.
The Company maintains both Directors' and Officers' liability and
Corporate Reimbursement insurance which provides for payments on behalf of
<PAGE>
the Directors and Officers of all losses of such persons (other than
matters uninsurable under the law) arising from claims, including claims
arising under the Securities Act of 1933, for acts or omissions by such
persons while acting as Directors or Officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation, as amended May 4, 1990 (filed as
Exhibit 3(b) to the Registrant's Quarterly Report on Form 10-Q
for the Quarter ended March 31, 1990 and incorporated herein by
reference)
4.2 Union Camp Corporation's Puerto Rico Container Company Employees'
Savings Plan.
5 Opinion of White & Case, counsel to the Registrant, dated June
28, 1994, with respect to the legality of the Common Stock being
registered.
23.1 Consent of Price Waterhouse, dated June 24, 1994.
23.2 Consent of White & Case (included in Exhibit 5 to this
Registration Statement).
24 Powers of Attorney (included in pages II-6 through II-8).
The Company undertakes that it will submit the Plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely
manner and will make all changes required by the IRS in order to qualify
the Plan.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
<PAGE>
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
in Item 6, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Wayne, State of New Jersey,
on this 28th day of June, 1994.
UNION CAMP CORPORATION
(Registrant)
By /s/ Raymond E. Cartledge
Name: Raymond E. Cartledge
Title: Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James M. Reed and Dirk R.
Soutendijk, and each of them severally, his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite or necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
<PAGE>
ratifying and confirming all that said attorneys-in-fact and agents or
either of them, or their or his substitute or substitutes, may lawfully do
or cause to be done virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 28, 1994.
<TABLE>
<CAPTION>
Signatures Title
<S> <C>
/s/ Raymond E. Cartledge Chairman of the Board, Chief Executive Officer
Raymond E. Cartledge and Director (Principal Executive Officer)
/s/ W. Craig McClelland President, Chief Operating Officer and Director
W. Craig McClelland
/s/ James M. Reed Vice Chairman of the Board, Chief Financial
James M. Reed Officer and Director (Principal Financial
Officer)
/s/ Robert E. Moore Vice President and Comptroller (Principal
Robert E. Moore Accounting Officer)
/s/ Jerry H. Ballengee Executive Vice President and Director
Jerry H. Ballengee
/s/ George D. Busbee Director
George D. Busbee
/s/ Sir Colin Corness Director
Sir Colin Corness
/s/ Robert D. Kennedy Director
Robert D. Kennedy
/s/ Gary E. MacDougal Director
Gary E. MacDougal
/s/ Ann D. McLaughlin Director
Ann D. McLaughlin
/s/ James T. Mills Director
James T. Mills
/s/ George J. Sella, Jr. Director
George J. Sella, Jr.
/s/ Ted D. Simmons Director
Ted D. Simmons
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Puerto Rico Container Company Employees' Savings Plan Committee
has duly caused this registration statement to be signed on its behalf by
<PAGE>
the undersigned Chairman of such Committee, in the Township of Wayne, State
of New Jersey, on the 1st day of June, 1994.
UNION CAMP CORPORATION'S PUERTO RICO
CONTAINER COMPANY EMPLOYEES' SAVINGS PLAN
By /s/ James M. Reed
James M. Reed
Chairman
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit No.
<S> <C>
4.1 Articles of Incorporation, as amended May 4, 1990 (filed as Exhibit 3(b) to the
Registrant's Quarterly Report on Form 10-Q for the Quarter ended March 31, 1990
and incorporated herein by reference)
4.2 Union Camp Corporation's Puerto Rico Container Company Employees' Savings Plan.
5 Opinion of White & Case, counsel to the Registrant, dated June 28, 1994, with
respect to the legality of the Common Stock being registered.
23.1 Consent of Price Waterhouse, dated June 24, 1994.
23.2 Consent of White & Case (included in Exhibit 5 to this Registration Statement).
24 Powers of Attorney (included in pages II-6 through II-8).
</TABLE>
EXHIBIT 4.2
PUERTO RICO CONTAINER COMPANY
EMPLOYEES' SAVINGS PLAN
TABLE OF CONTENTS
<TABLE>
<PAGE>
<CAPTION>
PAGE
<S> <C>
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.01 Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.02 Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.03 Actual Deferral Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.04 Additional Matching Contributions . . . . . . . . . . . . . . . . . . . . . . . 2
1.05 Additional Matching Contributions Account . . . . . . . . . . . . . . . . . . . 2
1.06 Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.07 Affiliated Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.08 Authorized Leave of Absence . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.09 Basic Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.10 Beneficiary or Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.11 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.12 Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.13 Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.14 Company Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.15 Company Stock Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.16 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.17 Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.18 Date of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.19 Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.20 Diversified Equity Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.21 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.22 Eligible Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.23 Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.24 Employee Contribution Accounts . . . . . . . . . . . . . . . . . . . . . . . . 4
1.25 Employee Salary Reduction Contributions . . . . . . . . . . . . . . . . . . . . 5
1.26 Employee Salary Reduction Contributions Account . . . . . . . . . . . . . . . . 5
1.27 Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.28 Entry Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.29 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.30 Fiduciary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.31 Fixed Interest Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.32 Forfeiture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.33 Former Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.34 Fund or Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.35 Highly Compensated Participant . . . . . . . . . . . . . . . . . . . . . . . . 6
1.36 Hour of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.37 Investment Manager . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.38 Late Retirement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.39 Matching Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.40 Matching Contributions Account . . . . . . . . . . . . . . . . . . . . . . . . 7
1.41 Normal Retirement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.42 One-Year Break in Service . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.43 Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.44 Participating Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.45 Payroll Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.46 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.47 Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.48 Qualified Domestic Relations Order . . . . . . . . . . . . . . . . . . . . . . 8
1.49 Qualified Non-Elective Contributions . . . . . . . . . . . . . . . . . . . . . 9
1.50 Qualified Non-Elective Contributions Account . . . . . . . . . . . . . . . . . 9
1.51 Rollover Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.52 Rollover Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.53 Supplemental Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.54 Tax Deferral Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.55 Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.56 Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
<PAGE>
1.57 Valuation Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.58 Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1.59 Year of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE II
THE COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.01 COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.02 ORGANIZATION OF COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.03 AUTHORITY OF COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.04 OTHER PROVISIONS CONCERNING COMMITTEE . . . . . . . . . . . . . . . . . . . . . 11
2.05 ALLOCATION AND DELEGATION OF COMMITTEE
RESPONSIBILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.06 APPOINTMENT OF AGENTS AND ADVISORS . . . . . . . . . . . . . . . . . . . . . . 12
2.07 PLAN RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.08 INFORMATION FROM EMPLOYER . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.09 ACTIONS RELATING TO TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.10 PAYMENT OF EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.11 MULTIPLE FIDUCIARY CAPACITIES . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.12 REVIEW OF TRUSTEE AND INSURANCE COMPANIES . . . . . . . . . . . . . . . . . . . 13
2.13 POWERS RELATING TO FIXED INTEREST FUND . . . . . . . . . . . . . . . . . . . . 13
2.14 CLAIMS PROCEDURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.15 CLAIMS REVIEW PROCEDURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE III
ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.01 EFFECTIVE DATE OF PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . 15
3.02 DETERMINATION OF ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.03 TERMINATION OF ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.04 ERRONEOUS EMPLOYER CONTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . 16
3.05 INCLUSION OF INELIGIBLE EMPLOYEE . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE IV
CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.01 EMPLOYER'S CONTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.02 EMPLOYEES' SALARY REDUCTION CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . 18
4.03 DECREASE IN THE EMPLOYEES' SALARY
REDUCTION CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.04 ADJUSTMENT FOR EXCESSIVE CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . 21
4.05 CREDITS TO PARTICIPANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.06 WITHDRAWAL OF CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.07 TRANSFERS FROM QUALIFIED PLANS . . . . . . . . . . . . . . . . . . . . . . . . 23
ARTICLE V
INVESTMENT, ALLOCATION, ACCOUNTING AND VALUATION OF FUNDS . . . . . . . . . . . . . . . . . . . . . . 25
5.01 INVESTMENT FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.02 FIXED INTEREST FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.03 DIVERSIFIED EQUITY FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.04 COMPANY STOCK FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.05 PARTICIPANT INVESTMENT ELECTIONS . . . . . . . . . . . . . . . . . . . . . . . 26
5.06 ALLOCATION OF CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 27
5.07 TIMING OF INVESTMENT OF CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . 28
5.08 VALUATION OF THE TRUST FUND . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.09 METHOD OF VALUATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.10 VOTING OR TENDERING COMPANY STOCK . . . . . . . . . . . . . . . . . . . . . . . 29
ARTICLE VI
DETERMINATION AND DISTRIBUTION OF BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
6.01 DETERMINATION OF BENEFITS UPON RETIREMENT . . . . . . . . . . . . . . . . . . . 32
6.02 DETERMINATION OF BENEFITS UPON DEATH . . . . . . . . . . . . . . . . . . . . . 32
6.03 DETERMINATION OF BENEFITS IN EVENT OF
DISABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
6.04 DETERMINATION OF BENEFITS UPON TERMINATION . . . . . . . . . . . . . . . . . . 33
6.05 DISTRIBUTION OF BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
6.06 DISTRIBUTION FOR MINOR BENEFICIARY . . . . . . . . . . . . . . . . . . . . . . 36
6.07 COMMENCEMENT OF DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 36
6.08 LOCATION OF PARTICIPANT OR BENEFICIARY
<PAGE>
UNKNOWN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
ARTICLE VII
TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.01 BASIC RESPONSIBILITIES OF THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . 38
ARTICLE VIII
AMENDMENT, TERMINATION AND MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.01 AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.02 TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.03 MERGER OR CONSOLIDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
ARTICLE IX
PARTICIPATING EMPLOYERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
9.01 ADOPTION BY OTHER CORPORATIONS . . . . . . . . . . . . . . . . . . . . . . . . 42
9.02 REQUIREMENTS OF PARTICIPATING EMPLOYERS . . . . . . . . . . . . . . . . . . . . 42
9.03 DESIGNATION OF AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
9.04 PARTICIPATING EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . 43
9.05 AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
9.06 DISCONTINUANCE OF PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . 43
9.07 ADMINISTRATOR'S AUTHORITY . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
ARTICLE X
BENEFITS NOT ASSIGNABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
10.01 NO ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
10.02 PLAN PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
10.03 SEGREGATION AND PAYMENT OF ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . 45
ARTICLE XI
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
11.01 PARTICIPANT'S RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
11.02 CONSTRUCTION OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
11.03 PROHIBITION AGAINST DIVERSION OF FUNDS . . . . . . . . . . . . . . . . . . . . 47
11.04 BONDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
11.05 RECEIPT AND RELEASE FOR PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . 48
11.06 ACTION BY THE EMPLOYER . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
11.07 NAMED FIDUCIARIES AND ALLOCATION OF
RESPONSIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
11.08 HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
11.09 APPROVAL BY DEPARTMENT OF TREASURY . . . . . . . . . . . . . . . . . . . . . . 49
11.10 UNIFORMITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
</TABLE>
PUERTO RICO CONTAINER COMPANY
Employees' Savings Plan
INTRODUCTION
<PAGE>
Effective June 1, 1994 Puerto Rico Container Company ("the
Employer") established the Puerto Rico Container Company Employees' Savings
Plan (the "Plan") for the exclusive benefit of its eligible employees and
those of its affiliated companies in Puerto Rico which adopt the Plan and
their beneficiaries.
It is the intention of the Employer that the Plan be at all times
a tax-qualified plan and cash or deferred arrangement that complies with
the provisions of Title I of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and with Sections 165(a) and 165(e) of the
Puerto Rico Income Tax Act of 1954 as amended (the "ITA"), and that the
trust forming part of the Plan be at all times exempt from taxation under
Section 165(a) of the ITA and Section 501(a) of the Internal Revenue Code
of 1986, as amended (as provided in Section 1022(i)(1) of ERISA). The Plan
shall be construed, and all ambiguities shall be resolved, in favor of an
interpretation consistent with its tax-qualified status.
The Employer is hopeful that in adopting this Plan its employees
and those of its affiliated companies which adopt the Plan will see the
advantage of having capital accumulated to meet future needs and to exert
themselves toward expanding their employers profitability which is the
source from which all benefits flow.
ARTICLE I
DEFINITIONS
In this Plan, unless the context clearly implies otherwise, the
singular includes the plural, the masculine includes the feminine, and the
initially capitalized words have the following meaning:
1.01 "Accounts" means the aggregate of all records maintained by the
Administrator for purposes of determining a Participant's or Beneficiary's
interest in the Trust Fund, and consist of the Employee Salary Reduction
Contributions Account, Matching Contributions Account, Additional Matching
Contributions Account, Qualified Non-Elective Contributions Account and
Rollover Account, if any.
1.02 "Act" means the Puerto Rico Income Tax Act of 1954, as amended,
and shall also include all regulations promulgated thereunder.
1.03 "Actual Deferral Percentage" means for each Plan Year the average
of the ratios (calculated separately for each Eligible Employee) of:
(a) the amount of Employee Salary Reduction Contributions to be
paid to the Trust Fund on behalf of such Eligible Employee
for such Plan Year; to
(b) the Eligible Employee's Compensation for such Plan Year.
Provided however, that if a Highly Compensated Participant also
participates in another qualified retirement plan with a salary deferral
feature maintained by an Affiliated Company under Section 165(e) of the
Act, his Actual Deferral Percentage shall be determined as if all such
qualified plans with a salary deferral feature were a single plan.
1.04 "Additional Matching Contributions" means contributions made by
the Employer to the Plan as described in Section 4.01(c).
1.05 "Additional Matching Contributions Account" means the account
established and maintained by the Administrator for each Participant with
respect to his total interest in the Plan from Additional Matching
Contributions made pursuant to Section 4.01(c).
1.06 "Administrator" means Puerto Rico Container Company or such other
person or persons designated by it pursuant to Section 2.01 to administer
the Plan.
<PAGE>
1.07 "Affiliated Company" means any corporation, trade or business
other than the Employer, that joins the Employer as a member of a
controlled group of corporations or is under common control (as defined in
Sections 210(c) and (d) of ERISA).
1.08 "Authorized Leave of Absence" means an unpaid temporary cessation
from active employment with the Employer pursuant to an established
nondiscriminatory policy, whether occasioned by illness, military service,
or any other reason.
1.09 "Basic Contributions" means the amount contributed by the
Employee as Employee Salary Reduction Contributions up to six percent (6%)
of the Employee's Compensation.
1.10 "Beneficiary" or "Beneficiaries" means the person or persons to
whom the share of a deceased Participant's Accounts is payable as provided
in the Plan.
1.11 "Code" means the federal Internal Revenue Code of 1954, as
amended.
1.12 "Committee" means a group of persons, as appointed from time to
time by the Board of Directors of the Employer, designated to administer
the Plan as provided in Article II. The Committee shall be deemed to be
the Plan Administrator and a named fiduciary for purposes of ERISA.
1.13 "Company" means Union Camp Corporation.
1.14 "Company Stock" means common stock of Union Camp Corporation or
equity securities convertible into common stock of Union Camp Corporation,
provided that such stock or securities constitute "employer securities" and
"qualifying employer securities" under Section 407(d)(1), 407(d)(5) and
407(f) of ERISA.
1.15 "Company Stock Fund" means the Fund offered under the Plan as
described in Section 5.04.
1.16 "Compensation" means a Participant's basic compensation paid by
the Employer for the Plan Year including, for this purpose, Employee Salary
Reduction Contributions and commissions, but excluding overtime, bonuses,
any amounts contributed by the Employer hereunder, any other fringe
benefits and any amounts received by a Participant under a plan or program
which is so designated by the Employer.
1.17 "Contract" means any annuity contract issued by an insurance
company and chosen by the Administrator to provide benefits under the Plan.
In general, it must have the following elements: creates an obligation,
competent parties, subject matter, legal consideration, mutuality of
agreement, must not be so vague or uncertain that terms are not
ascertainable.
1.18 "Date of Termination" means the last day an Employee actually
received wages for hours actually worked or terminal vacation pay by reason
of having been in the service of the Employer.
1.19 "Disability" means a physical or mental condition of a
Participant resulting from bodily injury, disease, or mental disorder which
qualifies him to receive Social Security disability benefits.
1.20 "Diversified Equity Fund" means the Fund offered under the Plan
as described in Section 5.03.
1.21 "Effective Date" means June 1, 1994.
<PAGE>
1.22 "Eligible Employee" means any permanently employed, salaried or
hourly Employee who has satisfied the provisions of Section 3.01;
excluding, however:
(a) An Employee who is not a resident of Puerto Rico.
(b) Any person serving solely as a director.
(c) Any Employee whose conditions of employment are subject to
the terms of a collective bargaining agreement, unless such
collective bargaining agreement provides to the contrary.
(d) Any person employed on a part-time or seasonal basis whose
customary employment is for not more than one thousand
(1,000) hours per year.
1.23 "Employee" means any person who is in a common law employee-
employer relationship with the Employer.
1.24 "Employee Contribution Accounts" means the sum of the Employee
Salary Reduction Contributions Account and Employee Rollover Account.
1.25 "Employee Salary Reduction Contributions" means amounts which a
Participant elects to contribute to the Plan as described in Section 4.02.
1.26 "Employee Salary Reduction Contributions Account" means the
account established and maintained by the Administrator for each
Participant with respect to his total interest in the Plan from Employee
Salary Reduction Contributions made pursuant to Section 4.02.
1.27 "Employer" means Puerto Rico Container Company, ABC Container
Corporation and all Affiliated Companies which adopt this Plan; and any
successor which shall maintain this Plan.
1.28 "Entry Date" means the date that Eligible Employees may become
Participants in the Plan and is the first day of any calendar month
following the completion of the requirements of Section 3.01.
1.29 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
1.30 "Fiduciary" means any person, including, but not limited to, the
Administrator, the Trustee and the Employer, who:
(a) exercises any discretionary authority or discretionary
control respecting management of the Plan or exercises any
authority or control respecting management or disposition of
its assets,
(b) renders investment advice for a fee or other compensation,
direct or indirect, with respect to any monies or other
property of the Plan or has any authority or responsibility
to do so, or
(c) has any discretionary authority or discretionary
responsibility in the administration of the Plan.
1.31 "Fixed Interest Fund" means the Fund offered under the Plan as
described in Section 5.02.
1.32 "Forfeiture" means that portion of the Participant's Accounts
that is not Vested upon the Participant's termination of employment with
the Employer.
1.33 "Former Participant" means a person who has been a Participant,
but who has ceased to be a Participant for any reason.
<PAGE>
1.34 "Fund" or "Funds" means the Diversified Equity Fund, the Fixed
Interest Fund and the Company Stock Fund.
1.35 "Highly Compensated Participant" means any Eligible Employee who
is more highly compensated than two thirds (2/3) of all Eligible Employees
under the Plan.
1.36 "Hour of Service" means each hour for which the Employee is paid,
or entitled to payment, for the performance of duties for the Employer or a
Participating Employer, or on account of a period of time during which no
duties are performed (irrespective of whether the employment relationship
has terminated), due to vacation, holiday, illness, incapacity (including
Disability), layoff, jury duty, military duty or leave of absence, but not
including any hour:
(a) in excess of 501, for a single period during which no duties
are performed,
(b) for which payment is made under a plan maintained solely to
comply with worker's compensation, unemployment compensation
or disability insurance laws, or
(c) for which payment is made solely to reimburse an Employee
for a medical or medically related expense.
Hour of Service shall also include any hour for which back pay,
irrespective of mitigation of damages, is either awarded or agreed to by
the Employer or a Participating Employer, but only to the extent that such
hours would not otherwise be included. The determination and crediting of
Hours of Service shall be made by the Administrator in accordance with
requirements established by paragraphs 2530.200(b)-2(a), (b) and (c) of 29
CFR Part 2530 issued by the Secretary of Labor or his delegate.
Hours of Service shall be recognized for "Authorized Leaves of
Absence", as defined in Section 1.08.
An Employee who is not paid on an hourly basis and whose hours
are not counted and recorded shall be credited with ten (10) Hours of
Service for each day during the Plan Year for which he actually performs
service for any portion of that day. An Employee shall also be credited
with ten (10) Hours of Service for any day during the Plan Year for which
no services are performed if the Employee would be entitled to be credited
with at least one (1) Hour of Service for that day under the rules
hereinabove.
A Participant who is absent from work due to maternity or
paternity leave shall be credited with up to 501 Hours of Service for
vesting purposes in order to avoid a break in service, regardless of
whether such Participant is compensated during such maternity or paternity
leave in accordance with Section 410(a)(5)(E) of the Code.
1.37 "Investment Manager" means any person, firm or corporation who is
registered as an investment adviser under the Investment Advisers Act of
1940; a bank as defined in the Investment Advisers Act of 1940 or an
insurance company, and (a) who has the power to manage, acquire or dispose
of plan assets, and (b) who acknowledges in writing his fiduciary
responsibility to the Plan.
1.38 "Late Retirement Date" means the first day of a month coinciding
with or next following a Participant's actual retirement after having
worked beyond his Normal Retirement Date.
1.39 "Matching Contributions" means contributions made by the Employer
to the Plan as described in Section 4.01(b).
<PAGE>
1.40 "Matching Contributions Account" means the account established
and maintained by the Administrator for each Participant with respect to
the Participant's total interest in the Plan attributable to Matching
Contributions made by the Employer on the Participant's behalf.
1.41 "Normal Retirement Date" means the Participant's 65th birthday
("Normal Retirement Age").
1.42 "One-Year Break in Service" means any period of twelve (12)
consecutive months in which 500 or fewer Hours of Service are completed.
An Employee shall not incur a One-Year Break in Service for the Plan Year
in which he becomes a Participant, dies, retires or suffers Total and
Permanent Disability.
If the number of Hours of Service falls below 501 due to an
absence from work for maternity or paternity reasons as defined herein,
then such Plan Year shall not be treated as one in which a break in service
was incurred for vesting and participating purposes. For purposes of this
Section and Section 1.36, an absence for maternity or paternity reasons
means an absence:
(a) by reason of the pregnancy of the Employee,
(b) by reason of the birth of a child of the Employee,
(c) by reason of the placement of a child with the Employee in
connection with the adoption of such child by such Employee,
or
(d) for purposes of caring for such child for a period
immediately following such birth or placement.
If the absence is for one of the four permitted reasons outlined
above, and at the end of such absence, the Employee provides the
Administrator with a record of the number of days of such absence, then up
to 501 Hours of Service shall be credited in order to prevent a break in
service. The Hours of Service shall be credited in the Plan Year in which
the absence begins if the crediting is necessary to prevent a break in
service, or, in all other cases, in the following Plan Year. The Hours of
Service credited for a maternity or paternity leave of absence shall be
those which would normally have been credited but for such absence, or, in
any case in which the Administrator is unable to determine such hours
normally credited, eight (8) Hours of Service per day.
1.43 "Participant" means any Eligible Employee who is an active member
of the Plan and has not for any reason become ineligible to participate
further in the Plan.
1.44 "Participating Employer" means any corporation or partnership
which adopts this Plan pursuant to Article IX of the Plan.
1.45 "Payroll Period" means the normal period for which an Employee's
wages are paid, whether on a monthly, semimonthly, biweekly or weekly
basis.
1.46 "Plan" means this instrument including all amendments thereto.
The name of the Plan shall be Puerto Rico Container Company Employees'
Savings Plan.
1.47 "Plan Year" means the Plan's accounting year of twelve (12)
months commencing on January 1 and ending December 31 of each year.
However, the first Plan Year will start June 1, 1994 and end December 31,
1994.
1.48 "Qualified Domestic Relations Order" means any judgement, decree
or order (including approval of a property settlement agreement) that (a)
<PAGE>
relates to the provision of child support, alimony payments, or marital
property rights to a spouse, former spouse, child or other dependent of a
Participant, (b) is made pursuant to a Puerto Rico domestic relations law
(including community property law), (c) creates or recognizes the existence
of an alternate payee's right, or assigns to an alternate payee the right,
to receive all or a portion of a Participant's benefits under the Plan, and
(d) meets the requirements of Section 206(d)(3) of ERISA.
1.49 "Qualified Non-Elective Contributions" means additional Employer
contributions made on behalf of non-highly compensated employees who have
contributed to the Plan during the past Plan Year as described in Section
4.03(b).
1.50 "Qualified Non-Elective Contributions Account" means the account
established and maintained by the Administrator for each Participant with
respect to the Participant's total interest in the Plan attributable to
Employer's Qualified Non-Elective Contributions made on his behalf.
1.51 "Rollover Account" means the account established and maintained
by the Administrator for each Participant with respect to his total
interest in the Plan attributable to transfers made by the Participant from
another qualified plan as described in Section 4.07.
1.52 "Rollover Contribution" means amounts transferred by a
Participant to this Plan from other qualified retirement plans as described
in Section 4.07.
1.53 "Supplemental Contributions" means the amount contributed by the
Employee as Employee Salary Reduction Contributions in excess of the amount
contributed as Basic Contributions.
1.54 "Tax Deferral Election" means the written election of a
Participant, filed with the Administrator in which the Participant
designates the amount of his Compensation to be deferred as a Salary
Reduction Contribution under the Plan in accordance with Section 4.02.
1.55 "Trust Fund" means the assets of the Plan and trust as the same
shall exist from time to time.
1.56 "Trustee" means the person or persons named as trustee or co-
trustee herein or in any separate trust or co-trustee arrangement forming a
part of this Plan, and his, their or its successors.
1.57 "Valuation Date" means the last day of each quarter of the Plan
Year (March 31, June 30, September 30 and December 31).
1.58 "Vested" means the portion of the Participant's Accounts that is
nonforfeitable in accordance with Article VI.
1.59 "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee is credited
with at least one thousand (1,000) Hours of Service.
For purposes of vesting, the computation period shall begin with
the later of the date on which the Employee first performs an Hour of
Service or January 5, 1993. The participation and vesting computation
period beginning after a One-Year Break in Service shall be measured from
the date on which an Employee again performs an Hour of Service.
Years of Service with an Affiliated Company shall be recognized.
ARTICLE II
THE COMMITTEE
2.01 COMMITTEE
<PAGE>
The Board of Directors of the Employer shall appoint a Committee
of at least three (3) persons who may or may not be Participants to control
and manage the operation and administration of the Plan. The Committee
shall be a "named fiduciary" under Section 402(a)(2) of ERISA.
2.02 ORGANIZATION OF COMMITTEE
The Committee shall select one of its members as its chairman and
may appoint a secretary, who need not be one of its number to keep the
minutes of its meetings. The Committee shall hold its meetings at such
times and places as it may determine. A majority of its members shall
constitute a quorum, and all decisions and determinations of the Committee
shall be made by a majority of its members. Any decision or determination
reduced to writing and signed by a majority of the Committee members shall
be as fully effective as if it had been made by a majority vote at a called
meeting.
2.03 AUTHORITY OF COMMITTEE
The Committee may adopt rules and regulations for carrying out
and administering the Plan. The Committee shall have the exclusive power
to determine all questions arising in connection with the interpretation,
application or administration of the Plan, including but not limited to,
interpretation and construction of the terms of the Plan and Trust
Agreement, and determination of all questions relating to the eligibility
of Employees to become Participants, the eligibility of Participants and
Beneficiaries for benefits hereunder, and the amount of those benefits.
The decision or action of the Committee with regard to the foregoing
matters shall be binding and conclusive on all persons and parties
concerned, including the Company, its Employees, Participants and
Beneficiaries.
2.04 OTHER PROVISIONS CONCERNING COMMITTEE
No bond or other security shall be required of any individual on
the Committee except as may be required by law. No fee or compensation
shall be paid to any such individual for his services on the Committee.
Neither the Committee nor any individual thereon shall be liable or
responsible to any person or party for any matter or thing whatsoever
connected with, or related to, the Plan or the administration thereof by
the Committee, except for a breach of his fiduciary responsibility, and the
Employer shall indemnify and hold harmless each member of the Committee
from the consequences of his acts and omissions, except those constituting
willful misconduct or gross negligence.
2.05 ALLOCATION AND DELEGATION OF COMMITTEE RESPONSIBILITIES
The Committee may allocate its responsibilities among its members
and may designate any person not a member thereof to carry out such of its
responsibilities as it shall delegate to such person. Any such allocation
or delegation shall be made in accordance with such rules and regulations
as the Committee shall deem advisable. The Committee shall review the
performance of any person to whom it has delegated any of its
responsibilities at such times, not less than annually, and in such manner
as it shall deem appropriate.
2.06 APPOINTMENT OF AGENTS AND ADVISORS
The Committee may authorize one or more of its number or any
agent to execute or deliver any instrument in its behalf and may engage the
services of counsel (who may be counsel for the Employer), accountants and
others whose services or advice shall be deemed necessary or advisable with
respect to any responsibility of the Committee with respect to the Plan.
The compensation of such persons shall be paid in the manner set forth in
Section 2.10.
<PAGE>
2.07 PLAN RECORDS
The Committee shall cause to be maintained such accounts and
records as it deems necessary or advisable to properly reflect the
administration of the Plan and the interest of each Participant thereunder.
Each Participant shall be entitled to examine at any reasonable time any
such account and record directly pertaining to him.
2.08 INFORMATION FROM EMPLOYER
To enable the Committee to perform its functions, the Employer
shall supply full and timely information to the Committee on all matters
relating to the Compensation of all Participants, their Years of Service,
their retirement, death, disability or termination of employment, and such
other pertinent facts as the Committee may require; and the Committee shall
advise the Trustee of such of the foregoing facts as may be pertinent to
the Trustee's duties under the Plan. The Committee may rely upon such
information as is supplied by the Employer and shall have no duty or
responsibility to verify such information.
2.09 ACTIONS RELATING TO TRUST
In addition to the powers specified in Section 2.01, the
Committee shall have the power to take and perform any act required by the
terms of the Trust Agreement.
2.10 PAYMENT OF EXPENSES
All expenses of administration may be paid out of the Trust Fund
unless paid by the Employer. Such expenses shall include any expenses
incident to the functioning of the Committee, including, but not limited
to, fees of accountants, counsel and other specialists, and other costs of
administering the Plan. Until paid, the expenses shall constitute a
liability of the Trust Fund. However, the Employer may reimburse the Plan
for any administration expense incurred pursuant to the above. Any
administration expense paid to the Plan as a reimbursement shall not be
considered as a contribution by the Employer.
2.11 MULTIPLE FIDUCIARY CAPACITIES
Any person or group of persons may serve in more than one
fiduciary capacity with respect to the Plan, as contemplated by ERISA.
2.12 REVIEW OF TRUSTEE AND INSURANCE COMPANIES
The Committee shall periodically review the performance of the
Trustee and the condition of each insurance company or other financial
institution issuing contracts or other instruments held in the Fixed
Interest Fund.
2.13 POWERS RELATING TO FIXED INTEREST FUND
The Committee shall have the power to direct the Trustee to
purchase and retain in the Fixed Interest Fund such contracts and other
instruments with such insurance companies and other financial institutions
as it may deem to be appropriate or desirable.
2.14 CLAIMS PROCEDURE
Claims for benefits under the Plan may be filed with the
Committee on forms supplied by the Employer. Written notice of the
disposition of a claim shall be furnished to the claimant within sixty (60)
days after the application thereof is filed. In the event the claim is
denied, the reasons for the denial shall be specifically set forth in the
notice in language calculated to be understood by the claimant, pertinent
provisions of the Plan shall be cited, and, where appropriate, an
<PAGE>
explanation as to how the claimant can perfect the claim will be provided.
In addition, the claimant shall be furnished with an explanation of the
Plan's claims review procedure.
2.15 CLAIMS REVIEW PROCEDURE
Any Participant, Former Participant, or Beneficiary of either,
who has been denied a benefit by a decision of the Committee pursuant to
Section 2.14 shall be entitled to request the Committee to give further
consideration to his claim by filing with the Committee (on a form which
may be obtained from the Committee) a request for a review. Such request,
together with a written statement of the reasons why the claimant believes
his claim should be allowed, shall be filed with the Committee no later
than sixty (60) days after receipt of the written notification provided for
in Section 2.14. The Committee shall then review the claim within the next
sixty (60) days. The claimant may be represented by an attorney or any
other representative of his choice. The claimant shall have an opportunity
to submit written evidence and arguments in support of his claim. Prior to
the hearing, the claimant or his representative shall have an opportunity
to review all documents in the possession of the Committee which are
pertinent to the claim at issue and its disallowance. A final decision as
to the allowance of the claim shall be made by the Committee within sixty
(60) days of receipt of the appeal unless the Committee has extended such
period by an additional sixty (60) days and shall be communicated in
writing to the claimant. Such communication shall be written in a manner
calculated to be understood by the claimant and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.
ARTICLE III
ELIGIBILITY
3.01 EFFECTIVE DATE OF PARTICIPATION
Any Eligible Employee employed on the Effective Date who has
completed three (3) months of service since his date of hire shall be
eligible to participate in the Plan and to make contributions thereto as of
such date by completing the appropriate form provided by the Administrator
indicating how much he would like to contribute. Any such Eligible
Employee employed on the Effective Date who opts not to participate in the
Plan on that date, may participate beginning on any subsequent Entry Date
by completing the appropriate form provided by the Administrator. Any
Eligible Employee employed after the Effective Date who has completed three
(3) months of service from his date of hire and who otherwise meets the
requirements of Section 1.22 shall be eligible to participate hereunder as
of the first Entry Date after he has satisfied such requirements by
completing the appropriate form provided by the Administrator.
3.02 DETERMINATION OF ELIGIBILITY
The Administrator shall determine the eligibility of each
Employee for participation in the Plan based upon information furnished by
the Employer. Such determination shall be conclusive and binding upon all
persons, as long as the same is made in accordance with the Plan and ERISA,
provided such determination shall be subject to review per Section 2.15.
3.03 TERMINATION OF ELIGIBILITY
A Participant shall cease to be eligible to participate in the
Plan if he terminates employment and is not reemployed before he has a One-
Year Break in Service. If such a Participant is reemployed before a One-
Year Break in Service occurs, he shall be eligible to participate as of the
date of his reemployment. If such a Participant is reemployed after a One-
Year Break in Service occurs, then such Participant will again have to
satisfy the provisions of Section 3.01 in order to become a Participant.
<PAGE>
In the event a Participant shall go from a classification of an
Eligible Employee to a noneligible Employee, such Former Participant shall
continue to vest in his interest in the Plan until such time as he has a
One-Year Break in Service. Additionally, his interest in the Plan shall
continue to share in the earnings of the Trust Fund. No distribution shall
be made to said Former Participant until such time as he terminates
employment.
3.04 ERRONEOUS EMPLOYER CONTRIBUTION
If, in any Plan Year, the Company Matching Contribution or
Additional Matching Contribution of any Employee who is a Participant in
the Plan is underestimated or erroneously omitted and discovery of such
mistake is not made until after a contribution by his Employer for the year
has been made and allocated, the appropriate Employer shall make a
subsequent contribution with respect to such Participant in the amount
which said Employer would have normally contributed with respect to him.
Such contribution shall be made regardless of whether or not it is
deductible in whole or in part in any taxable year under applicable
provisions of the Act.
3.05 INCLUSION OF INELIGIBLE EMPLOYEE
If, in any Plan Year, any person who should not have been
included as a Participant in the Plan is erroneously included and discovery
of such incorrect inclusion is not made until after a contribution for the
year has been made and allocated, the appropriate Employer shall not be
entitled to recover such contribution regardless of whether or not a
deduction is allowable with respect to such contribution. In such event,
the amount contributed with respect to the ineligible person shall
constitute a Forfeiture for the fiscal year of the Employer in which the
discovery is made.
ARTICLE IV
CONTRIBUTIONS
4.01 EMPLOYER'S CONTRIBUTION
(a) As soon as practicable each month, the Employer shall
transfer to the Trust Fund an amount equal to the sum of all
Participants' Employee Salary Reduction Contributions under Section
4.02.
(b) In addition to the amount described in (a) above, the
Employer shall contribute each month on behalf of each Participant who
agrees to have his salary reduced in accordance with Section 4.02(a)
an amount which shall be equal to thirty-five percent (35%) of the
Basic Contributions made by the Participant for that month. Such
contributions shall be known as Matching Contributions and shall be
allocated to the Matching Contributions Account of each Participant
and shall be transferred to the Trust Fund as soon as practicable each
month.
(c) In addition to the amounts described in (a) and (b) above,
the Employer, based on whether certain production goals are met, may
elect to contribute on behalf of each Participant who is an active
Employee at the end of the Plan Year an additional amount of up to
fifteen percent (15%) of the Basic Contributions made by the
Participant during that Plan Year. Such additional amount shall be a
uniform percentage of Basic Contributions for all such Participants,
shall be known as Additional Matching Contributions and shall be
allocated to the Additional Matching Contributions Account of each
Participant.
(d) The total amount of any Employer's Matching Contributions
and/or Additional Matching Contributions contributed to the Plan under
<PAGE>
Sections 4.01(b) and 4.01(c) above, shall be reduced by the value of
any Forfeitures then available.
(e) Notwithstanding (a), (b) and (c) above, the total amount of
the Employer's Matching Contributions and Additional Matching
Contributions plus Employees' Salary Reduction Contributions for any
Plan Year shall not exceed the maximum amount allowable as a deduction
to the Employer under Section 23(p) of the Act.
(f) Matching Contributions and Additional Matching Contributions
will be made out of the Employers current or accumulated earnings and
profits. For this purpose, an Employer will be considered to have
current or accumulated earnings and profits for any Plan Year if at
the beginning of such Plan Year the aggregate amount of current or
accumulated earnings and profits of all related Employers, who have
adopted the Plan, is sufficient to cover the aggregate Matching
Contributions and Additional Matching Contributions for such Plan
Year.
4.02 EMPLOYEES' SALARY REDUCTION CONTRIBUTIONS
(a) Each Participant shall agree via a Tax Deferral Election to
have his salary reduced and to have the Employer contribute such
salary reductions to the Plan in an amount that is not less than any
whole percent ranging from one percent (1%) to ten percent (10%) of
his Compensation. Such contributions shall be known as Employee
Salary Reduction Contributions and shall be credited to the Employee
Salary Reductions Contributions Account of each Participant,
accordingly.
(b) A Participant may increase or decrease his Tax Deferral
Election upon written notice to the Administrator. A new rate shall
become effective on the first day of the calendar quarter commencing
thirty (30) days after receipt of the notice by the Administrator. In
the event a Participant elects to cease Salary Reduction
Contributions, such election shall be effective on the first day of
the month following the thirty (30) days' notice. A notice to resume
Salary Reduction Contributions shall become effective on the first day
of the calendar quarter commencing thirty (30) days after receipt of
the notice by the Administrator and shall include such information as
the Administrator may require to properly administer subsequent
contributions.
(c) Notwithstanding any of the provisions of this Section, no
Employee Salary Reduction Contribution may be made for any period of
time that the Participant is not an Eligible Employee of the Employer.
4.03 DECREASE IN THE EMPLOYEES' SALARY REDUCTION CONTRIBUTIONS
(a) The Salary Reduction Contributions to be made on behalf of a
Participant shall be the amount designated by the Participant in his
Tax Deferral Election; provided, however, that the Administrator may
decrease such contribution for any Participant to the extent required
to ensure compliance with this Section 4.03 and Section 165(e) of the
Act. Such decrease may be made retroactively at the end of the Plan
Year as outlined in Section 4.03(b) below or may be made prospectively
during the Plan Year in order to avoid anticipated problems meeting
the requirements of Section 165(e) of the Act.
(b) In any Plan Year in which the Actual Deferral Percentage for
the group of Highly Compensated Participants would be more than the
greater of:
1. the Actual Deferral Percentage of all other Eligible
Employees multiplied by 1.25; or
<PAGE>
2. the lesser of:
(i) two percent (2%) plus the Actual Deferral
Percentage of all other Eligible Employees, or
(ii) the Actual Deferral Percentage of all other
Eligible Employees multiplied by two (2);
the Tax Deferral Elections of the Highly Compensated
Participants shall be reduced to the extent necessary so that the
Actual Deferral Percentage for the group of Highly Compensated
Participants will not exceed the limit of this subsection (b). Such
reduction shall be accomplished first by determining the maximum
Salary Reduction Contributions for the Plan Year for Highly
Compensated Participants permitted by (1) or (2) of this subsection
(b) and thereby reducing the Actual Deferral Percentage of the Highly
Compensated Participants in one hundredth percent (1/100%) increments
until the limitation in this subsection (b) is not exceeded. The
amount by which a Participant's total Salary Reduction Contributions
for the Plan Year exceeds the amount permitted under this subsection
(b) plus any earnings allocated to such excess Salary Reduction
Contributions shall be returned to such Participant not later than the
end of the Plan Year immediately following the Plan Year for which the
excess Salary Reduction Contributions were made. Any Matching
Contributions or Additional Matching Contributions attributable to
excess Salary Reduction Contributions shall be treated as a mistaken
contribution and shall be credited to and held in a suspense account
and shall be applied to reduce the amount of Employer Matching
Contributions and Additional Matching Contributions otherwise required
of the Employer for subsequent Plan Year(s) until exhausted.
Instead of reducing the Tax Deferred Elections of the Highly
Compensated Participants the Employer may opt to contribute additional
amounts to the plan on behalf of non-Highly Compensated Participants
who have contributed to the Plan during the Plan Year in order to
increase the Actual Deferral Percentage of that group. Such
additional amounts shall be known as Qualified Non-Elective
Contributions and shall be credited to the Qualified Non-Elective
Contributions Account. Employees shall be 100% vested at all times in
any Qualified Non-Elective Contribution made by the Employer.
However, such Qualified Non-Elective Contributions may not be
withdrawn by the Employee while in the service of the Employer.
(c) The maximum Salary Reduction Contribution for a Participant
for any taxable year, shall not exceed ten percent (10%) of the annual
Compensation of the Employee up to a maximum of seven thousand dollars
($7,000) annually, or such amount as may be determined by the
Secretary of the Treasury under Section 165(e) of the Act. If the
Employee participates in two (2) or more plans, such plans shall be
treated as if they were one for the purposes of determining the amount
of the limitation.
If a Participant's Employee Salary Reduction Contributions
exceed ten percent (10%) of the Participant's Compensation, such
excess shall be returned to the Participant before the end of the Plan
Year in which the excess occurred.
If a Participant's Employee Salary Reduction Contributions
in a Plan Year exceed $7,000.00 such excess shall be returned to the
Participant before the end of the Plan Year in which the excess
occurred. In such case, any Matching Contributions and/or Additional
Matching Contributions attributable to excess total Employee Salary
Reduction Contributions shall be treated as a mistaken contribution
and shall be credited to and held in a suspense account and shall be
applied to reduce the amount of Employer Matching Contributions
<PAGE>
otherwise required of the Employer for subsequent Plan Year(s) until
exhausted.
(d) Any Salary Reduction Contribution by a Participant in excess
of the limit established in paragraphs (b) and (c) of this Section,
for any taxable year, shall be included in the gross income of the
Employee for such taxable year.
4.04 ADJUSTMENT FOR EXCESSIVE CONTRIBUTIONS
(a) To the extent that any annual contribution to the
Participant's Accounts exceeds the maximum provided in Section 4.03,
the Administrator shall first cause a return to the Participant of any
contributions and earnings thereon in the amount needed to dissipate
the excess. The Administrator shall then consider such amount of the
Employer's Matching Contribution and Additional Matching Contribution
as is necessary to eliminate the excess as a contribution carry-over
to the next Plan Year at which time it shall be allocated as provided.
(b) In the event the Employer or a Participating Employer shall
make an excessive contribution to the Trust Fund under a mistake of
fact, the Employer may demand repayment of such excess amount at any
time within one (1) year following the time of payment, and the
Trustee shall return such amount to the Employer or a Participating
Employer within the one (1) year period.
4.05 CREDITS TO PARTICIPANTS
As soon as reasonably practicable each month any amounts of
Employee Salary Reduction Contributions made by the Participants hereunder
shall be remitted by the Administrator to the Trustee. In addition, the
Administrator shall credit such Employee contributions to the appropriate
Accounts of each Participant.
4.06 WITHDRAWAL OF CONTRIBUTIONS
(a) A Participant, while an Employee, may, by reason of total
and permanent Disability or hardship, request a withdrawal from his
Employee Contributions Accounts once in each half of a calendar year.
Said payment shall require the consent of the Administrator. The
Administrator shall grant its consent if it is satisfied that the
withdrawal is necessary in light of immediate and heavy financial
hardship. No such withdrawals shall be permitted from either the
Matching Contributions Account, the Additional Matching Contributions
Account nor from the Qualified Non-Elective Contributions Account.
(b) A withdrawal under paragraph (a) above may be made pursuant
to such rules as may be established by the Administrator and uniformly
applied to all Participants only if the Participant has incurred a
financial condition creating an immediate and heavy financial need for
a distribution from his Salary Reduction Contributions Account that is
attributable to (i) the purchase of a principal residence of the
Participant (excluding mortgage payments); (ii) the payment of
extraordinary expenses incurred by the Participant, his spouse or
dependents for medical care or necessary for the Participant, his
spouse or dependents to obtain medical care, which are not covered by
any other employee benefit plan; (iii) the payment of tuition and
related education fees of the Participant or his spouse, children or
dependents for the next 12 months of post-secondary education; and
(iv) payments necessary to prevent the eviction of the Participant
from his principal residence or foreclosure on the mortgage of his
principal residence, but only to the extent of the funds not
reasonably available from other resources of the Participant or his
spouse, including funds available to the Participant, through
reimbursement by insurance or otherwise, by liquidation of the
Participant's assets, by cessation of Salary Reduction Contributions
<PAGE>
under the Plan, or by borrowing from commercial sources on reasonable
commercial terms. The amount of any such withdrawal may include
amounts necessary to pay any Puerto Rico income taxes reasonably
anticipated to result from such withdrawal.
(c) All Salary Reduction Contributions to the Accounts of a
Participant who makes a withdrawal under paragraph (a) of this section
shall be suspended for the 12 month period following his receipt of
the distribution and the Salary Reduction Contributions made by the
Participant during the year following such distribution shall not
exceed the limitation in effect under the Act for such year less the
amount of his Salary Reduction Contributions for the year of such
distribution.
(d) The Plan Administrator's determination as to whether a
withdrawal comes within the foregoing hardship category and of the
amount permitted to be withdrawn shall be final and conclusive;
however, all Participants under similar circumstances shall be treated
alike.
(e) A Participant cannot request a withdrawal for an amount
which is less than five hundred dollars ($500) or his account balance,
if less. The withdrawal can only be for an amount necessary to meet
the immediate and heavy financial hardship.
(f) Notwithstanding anything to the contrary contained herein,
any Participant may elect to withdraw all or any part of his Before-
Tax Contributions after attaining the age of 591/2 years.
4.07 TRANSFERS FROM QUALIFIED PLANS
(a) With the consent of the Administrator, amounts may be
transferred from other qualified corporate plans, provided that the
trust from which such funds are transferred permits the transfer to be
made and, in the opinion of legal counsel for the Employer, the
transfer will not jeopardize the tax-exempt status of the Plan or
trust or create adverse tax consequences to the Employer. The amounts
transferred shall be known as Rollover Contributions and shall be set
up in a separate account herein referred to as the Participant's
Rollover Account. Such account shall be fully Vested at all times.
(b) Amounts in a Participant's Rollover Account shall be held
and invested by the Trustee pursuant to Article V of this Plan. Such
amounts shall not be subject to Forfeiture for any reason.
(c) At Normal Retirement Date, or such other date when the
Participant or his Beneficiary shall be entitled to receive benefits,
the fair market value of the Participant's Rollover Account shall be
used to provide additional benefits to the Participant in the normal
form or such other optional method that the Participant shall elect
pursuant to Section 6.05.
(d) For purposes of this Section the term "amounts transferred
from another qualified corporation plan" shall mean:
1. amounts transferred to this Plan directly from another
Puerto Rico qualified corporate plan; and
2. lump-sum distributions received by a Participant from
another Puerto Rico qualified Plan which are eligible for
tax-free rollover treatment and which are transferred by the
Participant to this Plan within sixty (60) days following
his receipt thereof.
(e) Prior to accepting any transfers to which this Section
applies, the Administrator may require the Participant to establish
<PAGE>
that the amounts to be transferred in this Plan meet the requirements
of this Section and may also require the Participant to provide an
opinion of counsel satisfactory to the Employer that the amounts to be
transferred meet the requirements of this Section.
ARTICLE V
INVESTMENT, ALLOCATION, ACCOUNTING AND VALUATION OF FUNDS
5.01 INVESTMENT FUNDS
The monies contributed to the Plan shall be turned over to the
Trustee. The Trustee shall cause the Trust Fund to include the following
investment funds, as described in this Article V:
(1) Fixed Interest Fund;
(2) Diversified Equity Fund; and
(3) Company Stock Fund.
All monies contributed under the Plan and turned over to the
Trustee and all securities in which monies contributed under the Plan have
been invested shall be held in trust by the Trustee and shall be accounted
for in accordance with the terms of the Plan. All interest and dividends
earned in each of the three (3) funds listed above shall be reinvested in
the same fund.
5.02 FIXED INTEREST FUND
The Fixed Interest Fund shall be invested by the Trustee, upon
direction by the Committee or the Investment Manager, in securities and
other instruments, or pursuant to contractual arrangements selected to
minimize market risks, and to provide interest or other earnings thereon at
a determinable rate or pursuant to a stated formula, including, but not
limited to, bonds, debentures and other corporate obligations, certificates
of deposit, trust participations, contracts with insurance companies or
other financial institutions (including guaranteed investment contracts and
"synthetic guaranteed investment contracts"), securities issued or
guaranteed by the United States of America or any agency or instrumentality
thereof, interest rate swap agreements and other notional principals
contracts, or in any investment vehicle that invests in such securities,
instruments or contracts. The Fixed Interest Fund will provide a single
rate of return as of each Valuation Date on all amounts held thereunder,
based upon the weighted average of the rates of return earned on all
investments held in the Fixed Interest Fund or in any collective investment
fund in which the Fixed Interest Fund may be invested.
5.03 DIVERSIFIED EQUITY FUND
The Diversified Equity Fund shall be invested by the Trustee in a
portfolio of common stocks constructed and maintained with the objective of
providing investment results which approximate the over-all performance of
the common stocks included in the Standard & Poor's Composite Price Index,
which is intended to furnish a measure of composite price patterns of
publicly-traded common stocks, weighted by capitalization, that represents
a cross section of industry sectors and companies within each industry, but
excluding securities of the Company other than those held or acquired by
the Trustee through a widely diversified common or pooled trust fund in
which all or part of the Diversified Equity Fund is invested.
5.04 COMPANY STOCK FUND
The Company Stock Fund shall be invested by the Trustee solely in
Company Stock which is common stock of the Company. Any purchase by the
Trustee for the Company Stock Fund may be made on the open market, from the
Company, or in a private transaction with a shareholder, provided that any
<PAGE>
such purchase does not constitute a nonexempt "prohibited transaction"
under Section 4975 of the Code. Contributions of the Employer allocated to
the Company Stock Fund may be in shares of Company Stock or in cash which
shall be used to acquire shares of Company Stock.
5.05 PARTICIPANT INVESTMENT ELECTIONS
(a) Employee Salary Reduction Contributions made under Section
4.02, Rollover Contributions made under Section 4.07, Qualified Non-
Elective Contributions made under Section 4.03(b) and Matching
Contributions made under Section 4.01(b) shall be uniformly invested,
as elected by the Participant, under one of the following methods:
1. entirely in any one of the available investment funds;
or
2. divided between any two (2) or more of such investment
funds in multiples of twenty-five percent (25%).
(b) Subject to the condition in 5.05(a) above, a Participant may
change the investment election with respect to future Salary Reduction
Contributions, Qualified Non-Elective Contributions, Rollover
Contributions and Matching Contributions. Such changes will be
effective on the first day of any calendar quarter, as long as the
Administrator is notified of the change in election at least 30 days
prior to the date such change is to be effective.
(c) A Participant may also uniformly redistribute the investment
of his existing Employee Salary Reduction Contributions Account,
Rollover Contributions Account, Qualified Non-Elective Contributions
Account and Matching Contributions Account in multiples of twenty-five
percent (25%) of the values of those accounts. Such redistribution
will be effective on the first day of any calendar quarter, as long as
the Administrator is notified of the change in election at least 30
days prior to the date such change is to be effective.
(d) The Administrator may from time to time impose such
restrictions on transfers into and out of the Fixed Interest Fund as
the contracts and other financial instruments held in such fund may
require or as he determines to be advisable.
(e) Additional Matching Contributions made by the Employer under
Section 4.01(b) shall be invested solely in Company Stock Fund.
5.06 ALLOCATION OF CONTRIBUTIONS
(a) The Administrator shall establish and maintain Accounts in
the name of each Participant to which the Administrator shall credit
as of each Valuation Date all amounts allocated to each such
Participant as hereafter set forth.
(b) The Employer shall provide the Administrator with all
information required by the Administrator to make a proper allocation
of the contributions for each quarter of the Plan Year. As soon as
practicable, the Administrator shall allocate each Participant's
Employee Salary Reduction Contributions to the Participant's Employee
Salary Reduction Contributions Account. Also, as soon as practicable,
the Administrator shall allocate the Employer's Matching Contributions
to each Participant's Matching Contributions Account in the same
proportion that each Participant's Basic Contributions bear to the
total Basic Contributions of all other Participants for the applicable
period.
(c) As soon as practicable after the end of the Plan Year, the
Administrator shall allocate the Employer's Additional Matching
Contributions to the Additional Matching Contributions Account of
<PAGE>
each Participant who is an active Employee at the end of the Plan
Year, in the same proportion that each such Participant's Basic
Contributions for the Plan Year bear to the total Basic Contributions
of all such Participants for the Plan Year.
(d) As of each Valuation Date, the Trustee shall certify to the
Administrator the aggregate fair market value of each investment fund
within the Trust Fund. The Administrator shall allocate the Employer
and Employee contributions received by the Trustee since the last
Valuation Date and shall allocate the investment income, gain or loss
(realized or unrealized) within each investment fund since the last
Valuation Date, in the proportion that the Accounts of each
Participant within the investment fund bears to the total of all such
Accounts within that investment fund.
(e) The Accounts of all Participants shall be kept in U.S.
dollars and cents.
(f) As of the Valuation Date coincident with the end of the Plan
Year any amounts which became Forfeitures during such Plan Year shall
be applied to reduce Employer contributions.
5.07 TIMING OF INVESTMENT OF CONTRIBUTIONS
(a) Participants' Employee Salary Reduction Contributions,
Qualified Non-Elective Contributions, if any, plus Matching
Contributions and Additional Matching Contributions, shall be
transferred to the Trust Fund each month as soon as practicable.
(b) Such contributions will be invested in the appropriate
investment fund by the Trustee no later than the last day of the month
after the month in which the Plan Trustee receives the monies to be
invested or as soon thereafter as possible.
5.08 VALUATION OF THE TRUST FUND
The Administrator shall direct the Trustee, as of each Valuation
Date, to determine the net worth of the assets comprising the Trust Fund as
it exists on the Valuation Date. In determining such net worth, the
Trustee shall value the assets comprising each investment fund within the
Trust Fund at their fair market value as of the Valuation Date.
5.09 METHOD OF VALUATION
In determining the fair market value of securities held in the
Trust Fund which are listed on a registered stock exchange, the
Administrator shall direct the Trustee to value the same at the prices they
were last traded on such exchange preceding the close of business on the
Valuation Date. If such securities were not traded on the Valuation Date,
or if the exchange on which they are traded was not open for business on
the Valuation Date, then the securities shall be valued at the prices at
which they were last traded prior to the Valuation Date. Any unlisted
security held in the Trust Fund shall be valued at its bid price next
preceding the close of business on the Valuation Date, which bid price
shall be obtained from a registered broker or an investment banker. In
determining the fair market value of assets other than securities for which
trading or bid prices can be obtained, the Trustee may appraise such assets
itself or, in its discretion, employ one or more appraisers for that
purpose and rely on the values established by such appraiser or appraisers.
5.10 VOTING OR TENDERING COMPANY STOCK
(a) Each Participant (or, in the event of his death, his
Beneficiary) shall have the right to instruct the Trustee in writing
as to the manner in which to vote the shares of Company Stock
represented by the value of his Accounts invested in the Company Stock
<PAGE>
Fund, as well as that portion of the shares of Company Stock
represented by the value of all Participants' Accounts invested in the
Company Stock Fund for which Participants do not give timely
instructions to the Trustee (as described in subparagraph 5.10(d)), at
any shareholders' meeting of the Company.
(b) An individual's proportionate share of shares of Company
Stock represented by the value of all Participants' Accounts invested
in the Company Stock Fund for which timely instructions are not
received by the Trustee, shall be a fraction, the numerator of which
shall be the number of such shares which are held in such individual's
Accounts invested in the Company Stock Fund for which he provides
instructions to the Trustee and the denominator of which shall be the
number of shares in all such Accounts for which instructions are
provided to the Trustee.
(c) In the case of a tender or exchange offer for shares of
Company Stock, each Participant (or, in the event of his death, his or
her Beneficiary) shall have the right (as described in Section
5.10(e)), to instruct the Trustee in writing as to the manner in which
to respond to such tender or exchange offer.
(d) The Company shall use its best efforts to timely distribute
or cause to be distributed to each Participant (or Beneficiary) the
information distributed to shareholders of the Company in connection
with any shareholders' meeting, together with a form requesting
confidential instructions to the Trustee on how shares of Company
Stock shall be voted on each such matter. Upon timely receipt of such
instructions, the Trustee shall, on each such matter, vote as directed
the appropriate number of shares (including fractional shares) of
Company Stock. The instructions received by the Trustee from
individual Participants (or Beneficiaries) shall be held by the
Trustee in strict confidence and shall not be divulged to any person,
including employees, officers and directors of the Company or any
affiliate; provided, however, that, to the extent necessary for the
operation of the Plan, such instructions may be relayed by or to the
Trustee to or from a recordkeeper, auditor or other person providing
services to the Plan if such person (1) is not the Company, an
affiliate or any employee, officer or director thereof, and (2) agrees
not to divulge such directions to any other person, including
employees, officers and directors of the Company and its affiliates.
(e) The Company shall use its best efforts to timely distribute
or cause to be distributed to each Participant (or Beneficiary) the
information distributed to shareholders of the Company in connection
with any tender or exchange offer, together with a form requesting
confidential instructions to the Trustee on whether shares of Company
Stock should be tendered or exchanged. Upon timely receipt of such
instructions, the Trustee shall respond as instructed with respect to
the appropriate number of shares of Company Stock. If, and to the
extent that, the Trustee shall not have received timely instructions
from any individual given a right to instruct the Trustee with respect
to certain shares by Section 5.10(c), such individual shall be deemed
to have timely instructed the Trustee not to tender or exchange such
shares. The instructions received by the Trustee from individual
Participants (or Beneficiaries) shall be held by the Trustee in strict
confidence and shall not be divulged or released to any person,
including employees, officers and directors of the Company or any
affiliate; provided, however, that, to the extent necessary for the
operation of the Plan, such instructions may be relayed to or by the
Trustee to or from a recordkeeper, auditor or other person providing
services to the Plan if such person (i) is not the Company, an
affiliate or any employee, officer or director thereof, and (ii)
agrees not to divulge such instructions to any other person, including
employees, officers and directors to the Company and its affiliates.
<PAGE>
ARTICLE VI
DETERMINATION AND DISTRIBUTION OF BENEFITS
6.01 DETERMINATION OF BENEFITS UPON RETIREMENT
Every Participant may terminate his employment with the Employer
and retire for the purposes hereof on his Normal Retirement Date. Upon
such retirement date, the value of such Participant's Accounts as of the
Valuation Date coinciding with or immediately preceding his retirement
shall become completely vested and shall be distributable to him in
accordance with this Article. However, a Participant may postpone the
termination of his employment with the Employer to a later date, in which
event the active participation of such Participant in the Plan shall
continue until his Late Retirement Date. Upon a Participant's Normal
Retirement Date or Late Retirement Date, as the case may be, the Trustee
shall distribute all amounts credited to such Participant's Accounts in
accordance with Section 6.05.
6.02 DETERMINATION OF BENEFITS UPON DEATH
(a) Upon the death of a Participant before retirement or other
termination of his employment, all amounts credited to such
Participant's Accounts shall become fully vested.
(b) The value of a deceased Participant's Accounts shall be
determined as of the Valuation Date coinciding with or immediately
preceding the death of the Participant. The Trustee, in accordance
with the provisions of Sections 6.02(d) and 6.05, shall distribute the
then current value of the Accounts of such deceased Participant to any
surviving Beneficiary designated by him.
(c) The Administrator may require such proper proof of death and
such evidence of the right of any person to receive payment of the
value of the Accounts of a deceased Participant as the Administrator
may deem desirable. The Administrator's determination of death and of
the right of any person to receive payment shall be conclusive.
(d) Each employee, upon becoming a Participant, may designate in
writing a Beneficiary, and may, in addition, name a contingent
Beneficiary. Such designation shall be made in a form satisfactory to
the Administrator. Any Participant may at any time revoke his
designation of a Beneficiary or change his Beneficiary by filing
written notice of such revocation or change with the Administrator.
The Beneficiary of a married Participant shall be such
Participant's spouse. If the Participant wishes to designate a
Beneficiary other than his spouse, the spouse must consent to waive
any rights to the Participant's death benefit. The spouse's consent
must be in writing and witnessed by a notary public or a Plan
representative. Any married Participant may revoke or change his
Beneficiary designation at any time by filing with the Plan
Administrator a new Beneficiary designation (with such spouse's
consent as may be required).
6.03 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY
In the event of a Participant's Disability prior to retirement or
separation from service, all amounts credited to such Participant's
Accounts shall become fully Vested. The Trustee, in accordance with the
provisions of Section 6.05, shall distribute to such Participant all
amounts credited to his Accounts as of the Valuation Date immediately
preceding or coincident with the date of the Participant's Disability.
6.04 DETERMINATION OF BENEFITS UPON TERMINATION
<PAGE>
(a) Upon a Participant's termination of employment for reasons
other than retirement, death or Disability, the Trustee, in accordance
with the provisions of Section 6.05, shall distribute to such
Participant the Vested portion of his Accounts based on the value of
the Accounts as of the Valuation Date coincident with or immediately
preceding the date of termination.
(b) A Participant's Employee Contributions Accounts, Qualified
Non-Elective Contributions Account and Rollover Account shall be fully
Vested at all times and shall not be subject to Forfeitures for any
reason.
(c) A Participant's Matching Contributions Account and
Additional Matching Contributions Account shall be fully vested upon
the completion of five (5) Years of Service or upon reaching his
Normal Retirement Date, whichever comes first.
(d) Certain Years of Service are not required to be taken into
account under the break in service provisions stated below:
1. In the case of a Participant who has incurred a One-
Year Break in Service, Years of Service before such break
shall not be taken into account until the Participant has
completed one (1) Year of Service subsequent to such One-
Year Break in Service.
2. In the case of a Participant who terminated employment
with no Vested rights to his Matching Contributions Account
and is rehired after five (5) or more consecutive One-Year
Breaks in Service, such Participant's prebreak Years of
Service shall not count in vesting his postbreak Matching
Contributions Account.
3. In the case of a Participant who terminated employment
with or without Vested rights to his Matching Contributions
Account and has five (5) or more consecutive One-Year Breaks
in Service, such Participant's postbreak service will not
count in vesting any prebreak Matching Contributions Account
balance.
(e) A Participant's Vested interest shall not be reduced as a
result of any direct or indirect amendment to this Article. In the
event that this Plan is amended to change or modify Section 6.04(c), a
Participant with at least three (3) Years of Service as of the
expiration date of the election period, may elect to be subject to the
pre-amendment vesting schedule. If a Participant fails to make such
election, then such Participant shall be subject to the new vesting
schedule. The Participant's election period shall commence on the
adoption date of the amendment and shall end sixty (60) days after the
latest of:
1. the adoption of the amendment;
2. the effective date of the amendment; or
3. the date the Participant receives written notice of the
amendment from the Employer or Administrator.
(f) Distributions shall be made to a Participant because of
termination of employment for any reason other than retirement, death
or Disability as soon as practicable after the Date of Termination.
The amount of the distribution shall be the value of his
Accounts, considering only the Vested percentage of the amounts in the
Participant's Matching and Additional Matching Contributions Accounts.
All Accounts shall be valued as of the Valuation Date coincident with
<PAGE>
or immediately preceding the Date of Termination of employment. The
distribution shall be made according to the provisions of Section
6.05.
(g) The non-vested portion of a Former Participant's Accounts
shall be forfeited immediately and shall be treated in accordance with
Section 5.06(f). Such non-vested Former Participant shall be deemed
to have received a complete distribution of his benefit as of his date
of separation from service.
6.05 DISTRIBUTION OF BENEFITS
(a) Payment shall be made as soon as practicable after the Date
of Termination of employment and not later than the sixtieth (60th)
day after the end of the Plan Year in which:
1. the Participant attains age sixty-five (65), or, if
later,
2. his employment terminates.
(b) For benefits payable due to retirement, Disability or
termination (as discussed in Sections 6.01, 6.03 and 6.04,
respectively) the Participant, or (in case of the Participant's death)
the Participant's Beneficiary, shall specify the manner in which he
shall receive any amount to which he is entitled under the Plan in
accordance with one of the options listed below:
Option A : One lump-sum payment in cash.
Option B : One lump-sum payment in whole shares of Union
Camp Stock for the portion of the Account
invested in the Company Stock Fund with the
remaining value of the Account in one lump-
sum payment in cash.
Option C : Monthly, quarterly, semiannual or annual cash
installments over a period not to exceed ten
(10) years, nor for a period exceeding the
life expectancy of the Participant or the
Participant's Beneficiary (if applicable).
(c) In case of termination due to death, benefits payable
pursuant to Section 6.02 shall be paid to the Participant's
Beneficiary in accordance with one of the options described in Section
6.05(b) at the Beneficiary's election.
(d) If, at the time of distribution, the value of a
Participant's Vested benefit is $3,500 or less, the Administrator will
immediately distribute such benefit without the Participant's consent.
However, if the value of such benefit exceeds $3,500 payment shall be
deferred until the Former Participant's death or until he reaches his
Normal Retirement Date, whichever comes first; unless such Former
Participant consents writing to an earlier distribution.
(e) Accounts shall be valued as described in Sections 6.01
through 6.04. In the event that benefit payment cannot be made in a
timely fashion, the Administrator may authorize a valuation of
Accounts as of a later Valuation Date, but no later than the Valuation
date coincident with or immediately preceding the date of the first
payment of benefits. Such authority shall be exercised in a
consistent and nondiscriminatory manner.
6.06 DISTRIBUTION FOR MINOR BENEFICIARY
<PAGE>
In the event a distribution is to be made to a minor, then the
Administrator may in its discretion direct that such distribution be paid
to the legal guardian, or if none, to a parent of such Beneficiary or a
responsible adult with whom the Beneficiary maintains his residence, or to
the custodian for such Beneficiary, if such is permitted by the laws of the
jurisdiction in which said Beneficiary resides. Such a payment to the
legal guardian or parent of a minor Beneficiary shall fully discharge the
Trustee, Employer and Plan from further liability on account thereof.
6.07 COMMENCEMENT OF DISTRIBUTIONS
Notwithstanding the provisions of Section 6.05, distributions to
a Participant will commence no later than the date determined in accordance
with the provisions of this Section.
If distribution to any Participant is made under this Section in
other than a lump-sum payment, the second payment shall be distributed no
later than the December 31st following the April 1st by which the first
payment was required to be distributed. Each succeeding payment shall be
distributed no later than each December 31st thereafter.
6.08 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN
In the event that all, or any portion, of the distribution
payable to a Participant or his Beneficiary hereunder shall, at the
expiration of five (5) years after it shall become payable, remain unpaid
solely by reason of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of such
Participant or his Beneficiary, the amount so distributable shall be
forfeited and shall be used to reduce the cost of the Plan. In the event a
Participant or Beneficiary is located subsequent to his benefit being
forfeited, such benefit shall be restored. Amounts necessary to restore
such benefit shall be taken from the Forfeitures having occurred during
that Plan Year. Should such amounts be insufficient to restore such
benefit, the remaining amount necessary shall be paid by the Employer.
ARTICLE VII
TRUSTEE
7.01 BASIC RESPONSIBILITIES OF THE TRUSTEE
(a) The basic responsibilities of the Trustee may be divided
between a trustee and a co-trustee (if any) as outlined in any trust
agreement and/or co-trustee arrangement forming a part of this Plan.
(b) The Trustee shall maintain separate trust accounts for each
Fund that may be offered Participants in accordance with the
provisions of the Plan. The Administrator shall maintain
Participants' Accounts and render a statement to each Participant at
least annually with respect to such Accounts.
The Employer or such person or persons as the Employer may
designate shall certify to the Administrator the names of
Participants, the respective contributions to be credited to the
account of each, the addresses of Participants, Beneficiaries or legal
representatives, and other data required by the Administrator to
maintain a record of the accounts of Participants, to determine the
amounts to be invested in the respective Funds, and to direct the
Trustee to make distributions therefrom.
(c) It shall be the duty of the Trustee (a) to hold, manage and
invest the Trust Fund as provided in the trust agreement forming part
of this Plan and (b) to pay money on the orders certified by the
Administrator or such person or persons as the Administrator may
designate as being in accordance with the Plan. Such orders need not
<PAGE>
specify the application of any distribution so ordered. The making of
such payments shall not be interpreted to impose any responsibility on
the Trustee in any way respecting such application or for the
administration of the Plan. If distribution to any Participant is in
any form other than cash, the Employer and/or the Administrator shall
undertake to discharge any responsibility which may be imposed upon it
under the Plan or applicable law to inform the Participant or his
Beneficiary of any federal or local securities laws, requirements or
restrictions in connection therewith.
(d) Prior to each annual or special meeting of the stockholders
of Union Camp Corporation, the Employer shall make arrangements to
have Union Camp Corporation furnish each Participant with a copy of
the proxy solicitation material for such meeting together with a form
requesting confidential instructions to the Trustee on how the shares
of common stock credited to the Participant's Accounts should be
voted.
ARTICLE VIII
AMENDMENT, TERMINATION AND MERGER
8.01 AMENDMENT
The Employer shall have the right at any time to amend any or all
of this Plan either by action of the Board of Directors or with the
approval and authorization of the Committee. However, no such amendment
shall authorize or permit any part of the Trust Fund (other than such part
as is required to pay taxes and administration expenses) to be used for or
diverted to purposes other than for the exclusive benefit of the
Participants or their Beneficiaries or estates; and no such amendment shall
cause any reduction in the account of any Participant theretofore, or cause
or permit any portion of the Trust Fund to revert to or become the property
of the Employer.
8.02 TERMINATION
The Employer shall have the right at any time to terminate the
Plan by delivering to the Trustee and Administrator written notice of such
termination. A complete discontinuance of the Employer's contributions to
the Plan shall be deemed to constitute a termination. Upon any termination
or complete discontinuance of contributions, all amounts credited to the
affected Participants' Accounts shall become one hundred percent (100%)
Vested and shall not thereafter be subject to Forfeiture and all
unallocated amounts shall be allocated to the accounts of all Participants
in accordance with the provisions hereof. Upon such termination of the
Plan the Employer, by written notice to the Trustee and Administrator, may
direct either:
(a) complete distribution of the assets in the Trust Fund to the
Participants, in cash or in kind, in one lump-sum payment as soon as
the Trustee deems it to be in the best interests of the Participants,
but in no event later than two (2) years from such termination; or,
(b) continuation of the trust created under this Plan and the
distribution of benefits at such time and in such manner as though the
Plan had not been terminated.
8.03 MERGER OR CONSOLIDATION
This Plan and trust may be merged or consolidated with, or its
assets may be transferred to, any other plan and trust only if the benefits
which would be received by a Participant of this Plan, in the event of a
termination of the Plan immediately after such transfer, are at least equal
to the benefits the Participant would have received if the Plan had
terminated immediately before the transfer.
<PAGE>
ARTICLE IX
PARTICIPATING EMPLOYERS
9.01 ADOPTION BY OTHER CORPORATIONS
Any Affiliated Company, with the consent of the Board of
Directors of the Employer, may adopt this Plan and all of the provisions
hereof, and participate herein and be known as a Participating Employer, by
adopting the appropriate resolutions of its Board of Directors and by
executing such documents as may be necessary.
9.02 REQUIREMENTS OF PARTICIPATING EMPLOYERS
(a) Each such Participating Employer shall be required to use
the same Trustee as provided in this Plan.
(b) The Trustee may, but shall not be required to, commingle,
hold and invest as one Trust Fund all contributions made by
Participating Employers, as well as increments thereof.
(c) The transfer of any Participant from or to a company
participating in this Plan, whether he be an Employee of the Employer
or of a Participating Employer, shall not affect such Participant's
rights under the Plan, and all amounts credited to such Participant's
Accounts as well as his accumulated service time with the transferror
or predecessor, and his length of participation in the Plan, shall
continue to his credit.
(d) Any contributions made by a Participating Employer, as
provided for in this Plan, shall be paid to and held by the Trustee
for the exclusive benefit of the Employees of such Participating
Employer and the Beneficiaries of such Employees, subject to all the
terms and conditions of this Plan. On the basis of information
furnished by the Administrator, the Trustee shall keep separate books
and records concerning the affairs of each Participating Employer
hereunder and as to the accounts and credits of the Participants of
each Participating Employer.
(e) Any expenses of the trust which are to be paid by the
Employer or borne by the Trust Fund shall be paid by each
Participating Employer in the same proportion that the total amount
standing to the credit of all Participants employed by such Employer
bears to the total amount standing to the credit of all Participants.
(f) The Trustee may, but need not, register contracts so as to
evidence that a particular Participating Employer is the interested
Employer hereunder, but in any event of Employee or Participant
transfer from one Participating Employer to another, the employing
Employer shall immediately notify the Trustee thereof.
9.03 DESIGNATION OF AGENT
Each Participating Employer shall be deemed to be a part of this
Plan; provided, however, that with respect to all of its relations with the
Trustee and Administrator for the purpose of this Plan, each Participating
Employer shall be deemed to have designated irrevocably the Employer as its
agent. Unless the context of the Plan clearly indicates the contrary, the
word Employer shall be deemed to include each Participating Employer as
related to its adoption of the Plan.
9.04 PARTICIPATING EMPLOYER CONTRIBUTIONS
All contributions made by a Participating Employer, as provided
for in this Plan, shall be determined separately on the basis of its
Employees' participation in the Plan.
<PAGE>
9.05 AMENDMENT
Amendment of this Plan by the Employer or the Committee at any
time when there shall be a Participating Employer hereunder shall only be
by written action of the Employer or the Committee and with the consent of
the Trustee where such consent is necessary in accordance with the terms of
this Plan.
9.06 DISCONTINUANCE OF PARTICIPATION
Any Participating Employer shall be permitted to discontinue or
revoke its participation in the Plan. At the time of any such
discontinuance or revocation, satisfactory evidence thereof and of any
applicable conditions imposed shall be delivered to the Trustee. The
Trustee shall thereafter transfer, deliver and assign contracts and other
Trust Fund assets allocable to the Participants of such Participating
Employer to such new Trustee as shall have been designated by such
Participating Employer, in the event that it has established a separate
pension, profit sharing or other similar plan for its Employees. If no
successor is designated, the Trustee shall retain such assets for the
Employees of said Participating Employer pursuant to the provisions of the
Plan. In no such event shall any part of the corpus or income of the Trust
Fund as it relates to such Participating Employer be used for or diverted
to purposes other than the exclusive benefit of the Participants or their
Beneficiaries, of such Participating Employer.
9.07 ADMINISTRATOR'S AUTHORITY
The Administrator shall have authority to make any and all
necessary rules or regulations binding upon all Participating Employers and
all Participants to effectuate the purpose of this Article.
ARTICLE X
BENEFITS NOT ASSIGNABLE
10.01 NO ASSIGNMENT
No benefit which shall be payable out of the Trust Fund to any
person shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge
the same shall be void; and no such benefit shall in any manner be liable
for, or subject to attachment or legal process for or against such person,
and the same shall not be recognized by the Trustee, except as specified in
a Qualified Domestic Relations Order ("QDRO"), as defined in Section 1.48.
10.02 PLAN PROCEDURES
(a) The Trustee will make payment of benefits in accordance with
the applicable requirements of any QDRO.
(b) The Administrator will make available to all interested
parties reasonable written guidelines for determining whether a
domestic relations order is qualified and for administering
distributions under QDROs. Such guidelines will include the
notification to a Participant and an alternate payee of the receipt of
a domestic relations order and of the Plan's procedures for
determining whether the domestic relations order is qualified. Such
procedures shall permit an alternate payee to designate a
representative to receive notices. Within a reasonable period after
receipt of a domestic relations order, the Administrator must
determine whether the order is qualified and must notify the
Participant and the alternate payee of its determination.
<PAGE>
(c) The provisions of a QDRO may override the other payout
provisions of this Plan and trust only with the consent of the
Administrator.
10.03 SEGREGATION AND PAYMENT OF ACCOUNTS
(a) During the period that the qualified status of a domestic
relations order is being determined (by the Administrator or a court
or otherwise), the Administrator shall segregate, in a separate
account in the Plan or in an escrow account, the amount that would
have been payable to the alternate payee had the order been determined
to be qualified.
If, within eighteen (18) months, the domestic relations
order (or any modification thereof) is determined to be qualified, the
segregated amount, plus any interest, shall be paid to the person
entitled thereto. If, within such eighteen (18) months, the order is
determined not to be qualified or if the qualified status of the order
remains unresolved, the segregated amount, plus any interest, must be
paid to the person who would have been entitled to such amounts in the
absence of any court order.
ARTICLE XI
MISCELLANEOUS
11.01 PARTICIPANT'S RIGHTS
This Plan shall not be deemed to constitute a contract between
the Employer and any Participant or to be a consideration or an inducement
for the employment of any Participant or Employee. Nothing contained in
this Plan shall be deemed to give any Participant or Employee the right to
be retained in the service of the Employer or to interfere with the right
of the Employer to discharge any Participant or Employee at any time
regardless of the effect which such discharge shall have upon him as a
Participant of this Plan.
11.02 CONSTRUCTION OF AGREEMENT
This Plan and trust shall be construed and enforced according to
ERISA, and the laws of the Commonwealth of Puerto Rico.
11.03 PROHIBITION AGAINST DIVERSION OF FUNDS
It shall be impossible by operation of the Plan or of the trust,
by termination of either, by power of revocation or amendment, by the
happening of any contingency, by collateral arrangement or by any other
means, for any part of the corpus or income of any Trust Fund maintained
pursuant to the Plan or any funds contributed thereto to be used for, or
diverted to, purposes other than the exclusive benefit of Participants,
retired Participants, or their Beneficiaries.
11.04 BONDING
Unless provided otherwise in this Agreement or any Trust
Agreement or co-Trustee Agreement, every Fiduciary, except a bank or an
insurance company, unless exempted by ERISA and regulations thereunder,
shall be bonded in an amount not less than ten percent (10%) of the amount
of the funds such Fiduciary handles; provided, however, that the bond shall
be at least $1,000 but need not exceed $500,000. The amount of funds
handled shall be determined at the beginning of each Plan Year by the
amount of funds handled by such person, group or class to be covered and
their predecessors, if any, during the preceding Plan Year, or if there is
no preceding Plan Year, then by the amount of the funds to be handled
during the then current year. The bond shall provide protection to the
Plan against any loss by reason of acts of fraud or dishonesty by the
Fiduciary alone or in connivance with others. The surety shall be a
<PAGE>
corporate surety company and the bond shall be in a form approved by the
Secretary of Labor.
11.05 RECEIPT AND RELEASE FOR PAYMENTS
Any payment to any Participant, his legal representative,
Beneficiary or to any guardian or committee appointed for such Participant
or Beneficiary in accordance with the provisions of the Plan, shall, to the
extent thereof, be in full satisfaction of all claims hereunder against the
Trustee and the Employer, either of whom may require such Participant,
legal representative, Beneficiary, guardian or committee, as a condition
precedent to such payment, to execute a receipt and release thereof in such
form as shall be determined by the Trustee or Employer.
11.06 ACTION BY THE EMPLOYER
Whenever the Employer under the terms of this Plan is permitted
or required to do or perform any act, it shall be done and performed by an
officer duly authorized by its Board of Directors.
11.07 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY
The named Fiduciaries of this Plan are (1) the Employer, (2) the
Trustee, (3) the Committee, and (4) any Investment Manager appointed
hereunder. The named Fiduciaries shall have those powers, duties,
responsibilities, and obligations as are given them under this Plan. In
general, the Employer, acting through its Board of Directors, shall have
the sole responsibility for making the contributions provided for under
Section 4.01. The Employer or the Committee shall have the authority to
appoint and remove the Trustee and any Investment Manager which may be
provided for under this agreement; to formulate the Plan's funding policy
and method; and to amend or terminate, in whole or in part, this Plan. The
Committee shall have the responsibility for the administration of this
Plan, which responsibility is described in this Plan. The Trustee shall
have sole responsibility of management of the assets held under the trust,
except those assets the management of which has been assigned to an
Investment Manager, who shall be solely responsible for the management of
the assets assigned to it, all as provided in this Plan. Each named
Fiduciary warrants that any directions given, information furnished, or
action taken by it shall be in accordance with the provisions of this Plan,
authorizing or providing for such direction, information or action.
Furthermore, each named Fiduciary may rely upon any such direction,
information or action of another named Fiduciary as being proper under this
Plan, and is not required under this Plan to inquire into the propriety of
any such direction, information or action. It is intended under this Plan
that each named Fiduciary shall be responsible for the proper exercise of
its own powers, duties, responsibilities and obligations under this Plan.
No named Fiduciary guarantees the Trust Fund in any manner against
investment loss or depreciation in asset value.
11.08 HEADINGS
The headings and subheadings of this Plan have been inserted for
convenience of reference and are to be ignored in any construction of the
provisions hereof.
11.09 APPROVAL BY DEPARTMENT OF TREASURY
(a) Notwithstanding any provisions to the contrary, any
contribution by the Employer to the Trust Fund is conditioned upon the
deductibility of the contribution by the Employer under the Act and,
to the extent any such deduction is disallowed, the Employer may
within one (1) year following a final determination of the
disallowance, whether by agreement within the Department of Treasury
or by final decision of a court of competent jurisdiction, demand
<PAGE>
repayment of such disallowed contribution and the Trustee shall return
such contribution within one (1) year following the disallowance.
(b) Notwithstanding any provisions to the contrary, any
contribution by the Employer to the Trust Fund is conditioned on
qualification of this Plan under Section 165 of the Act. If this Plan
does not qualify, the Trustee shall return such contributions to the
Employer within one (1) year after the date of final denial of
qualification of the Plan.
11.10 UNIFORMITY
All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner.
PUERTO RICO CONTAINER COMPANY
BY:
(Seal)
EXHIBIT 5
June 28, 1994
KK:AKW:CIC:DJ
Union Camp Corporation
1600 Valley Road
Wayne, New Jersey 07470
re Union Camp Corporation
10,000 Shares of Common Stock
Dear Sirs:
We are familiar with the proceedings taken and proposed to be
taken by Union Camp Corporation, a Virginia corporation (the "Company"), in
connection with the registration pursuant to the Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, of 10,000 shares of its Common Stock, $1.00 par value (the "Common
Stock"), issuable pursuant to the Company's Puerto Rico Container Company
Employees' Savings Plan (the "Plan").
We have examined such documents, certificates, records,
authorizations and proceedings and have made such investigations as we have
<PAGE>
deemed necessary or appropriate in order to give the opinion expressed
herein.
Based on the foregoing, it is our opinion that the shares of
Common Stock referred to above have been duly authorized for issuance by
the Company and, when issued and paid for as described in the Plan, will be
validly issued, fully paid and nonassessable shares of Common Stock of the
Company.
We hereby consent to the filing of this opinion as an exhibit to
the above-referenced Registration Statement.
Very truly yours,
White & Case
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 11, 1994,
except as to Note 13 which is as of February 22, 1994, which appears on
page 31 of the 1993 Annual Report to Stockholders of Union Camp
Corporation, which is incorporated by reference in Union Camp Corporation's
Annual Report on Form 10-K for the year ended December 31, 1993. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 27 of such Annual Report on Form
10-K.
PRICE WATERHOUSE
Morristown, New Jersey
June 24, 1994
<PAGE>
<PAGE>
