UNION CAMP CORP, DEF 14A, 1996-03-18

UNION CAMP CORP
DEF 14A, 1996-03-18
PAPER MILLS

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<PAGE>

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

UNION CAMP CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction
applies:

.................................................................

2) Aggregate number of securities to which transaction
applies:

.................................................................

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):

.................................................................

4) Proposed maximum aggregate value of transaction:

.................................................................

5) Total fee paid:

.................................................................

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

1) Amount Previously Paid:

.................................................................

2) Form, Schedule or Registration Statement No.:

.................................................................

3) Filing Party:

.................................................................

4) Date Filed:

.................................................................

<PAGE>

[LOGO]

March 18, 1996

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
Union Camp Corporation which will be held at 10:00 A.M. on Tuesday, April 30,
1996 at the Hyatt Regency Savannah, Two West Bay Street, Savannah, Georgia.

In addition to the matters set forth in the attached proxy statement, we
will report on the business and progress of Union Camp during 1995 and give you
an opportunity to ask questions.

Your vote is important and your shares should be represented at the meeting
whether or not you are personally able to attend. Accordingly, you are requested
to sign, date and return the enclosed proxy promptly.

We hope that you will be able to attend the meeting and look forward to
seeing you there. If you plan to come to the meeting, please let us know by
checking the box provided for that purpose on the enclosed proxy.

On behalf of the Board of Directors and employees, thank you for your
continued support of Union Camp Corporation.

Sincerely,

W. CRAIG MCCLELLAND

W. CRAIG MCCLELLAND
Chairman of the Board
and Chief Executive Officer

<PAGE>

<PAGE>
[LOGO]

1600 VALLEY ROAD, WAYNE, N.J. 07470

------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 30, 1996

------------------------

The Annual Meeting of Stockholders of Union Camp Corporation will be held
at the Hyatt Regency Savannah, Two West Bay Street, Savannah, Georgia, on
Tuesday, April 30, 1996, at 10:00 A.M., to consider and act upon the following:

(1) The election of three directors to serve three-year terms;

(2) The ratification of the appointment by the Board of Directors of
Price Waterhouse LLP as independent accountants for the year 1996; and

(3) Such other matters, including two stockholder proposals, as may
properly come before the meeting.

Only stockholders of record at the close of business on March 4, 1996 are
entitled to notice of, and to vote at, the meeting.

Your attention is directed to the accompanying proxy statement.

DIRK R. SOUTENDIJK
Secretary

Wayne, New Jersey
March 18, 1996

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO DATE, SIGN
AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENCLOSED ADDRESSED ENVELOPE, WHICH
REQUIRES NO UNITED STATES POSTAGE. THE PROXY IS REVOCABLE AND YOU MAY VOTE YOUR
SHARES IN PERSON IF YOU ATTEND THE MEETING AND WISH TO DO SO.

<PAGE>

<PAGE>
UNION CAMP CORPORATION
1600 VALLEY ROAD, WAYNE, N.J. 07470

--------------------------------
PROXY STATEMENT
--------------------------------

ANNUAL MEETING OF STOCKHOLDERS FOR 1996

The accompanying proxy is solicited by the Board of Directors of Union Camp
Corporation (the 'Company') for use at the Annual Meeting of Stockholders to be
held on Tuesday, April 30, 1996, and any adjournment thereof. Notice of Annual
Meeting, proxy statement and proxy are being mailed to all stockholders on or
about March 18, 1996. Proxies in the accompanying form which are properly
executed will be voted and, if a choice is specified with respect to any matter
to be acted upon, the shares will be voted in accordance with such
specification. If a choice is not specified on such proxies, the shares will be
voted in accordance with the recommendations of the Board of Directors as set
forth on the accompanying proxy. Abstentions and broker non-votes are counted
for quorum purposes, but such a vote will not affect the determination of
whether more votes have been cast in favor of a proposal than have been cast
against it. A proxy may be revoked by the person giving it at any time before
its exercise by delivering a later-dated proxy, written notice or a written
ballot at the meeting.

The Board of Directors has fixed the close of business on March 4, 1996 as
the record date for the determination of the stockholders entitled to notice of,
and to vote at, the Annual Meeting. On March 4, 1996, 69,118,211 shares of
Common Stock of the Company were outstanding. Each share is entitled to one vote
on each matter presented for a vote at the Annual Meeting.

PROPOSAL 1 -- ELECTION OF DIRECTORS

The Company's Articles of Incorporation provide that the Board of Directors
shall be divided into three classes, as nearly equal in size as possible. Each
year the directors of one class are elected to serve terms of three years.

Three persons have been nominated by the Board for election as directors at
the 1996 Annual Meeting to serve three year terms of office and until their
successors are duly elected. The nominees will be elected if they receive a
plurality of the votes cast by the shares entitled to vote at the Annual Meeting
if a quorum (a majority of the votes entitled to be cast) is present. An
abstention is counted for quorum purposes, but is not a vote cast.

The nominees to Class III to serve terms expiring at the Annual Meeting of
Stockholders in 1999 are George D. Busbee, Raymond E. Cartledge and Gary E.
MacDougal. All of the nominees are currently Class III directors elected by the
stockholders at the 1993 Annual Meeting.

James T. Mills is a director of the Company who will retire from the Board
on April 30, 1996. As of that date, the Board will amend the Company's bylaws to
reduce the number of directors provided for therein from 12 to 11.

Votes (other than votes withheld) will be cast pursuant to the accompanying
proxy for the election of the nominees listed unless, by reason of death or
other unexpected occurrence, one or more of such nominees shall not be available
for election, in which event it is intended that such votes will be cast for a
substitute nominee or nominees designated by the Board of Directors or, if no
substitute nominee or nominees are selected by the Board of Directors, to amend
the Company's bylaws to reduce the membership of the Board of Directors by the
number of such nominees who are not available for election, and to elect the
nominees available for election. The Board of Directors has no reason to believe
that any of the nominees listed will not be available for election as a
director.

The names of the directors and nominees, their ages, the years in which
their terms of office will expire, their principal occupations during at least
the past five years, other directorships held and certain other biographical
information are set forth on the following pages.

<PAGE>

<PAGE>
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
FOR A THREE-YEAR TERM EXPIRING AT THE
1999 ANNUAL MEETING OF STOCKHOLDERS
(CLASS III)

<TABLE>
<S> <C>
GEORGE D. BUSBEE
[Photo of GEORGE D. BUSBEE] Mr. Busbee, 68, is a retired Senior Partner of the law firm of King &
Spalding, Atlanta, Georgia and a former Governor of the State of
Georgia. Mr. Busbee has been a director of the Company since 1983 and is
a member of the Audit Committee and the Public Issues Committee. He is a
director of Delta Air Lines, Incorporated and Weeks Corporation.

RAYMOND E. CARTLEDGE
[Photo of RAYMOND E. CARTLEDGE] Mr. Cartledge, 66, is the retired Chairman of the Board and Chief
Executive Officer of the Company. Mr. Cartledge has been a director of
the Company since 1983, and is a member of the Pension Investment
Committee and the Public Issues Committee. He is a director of Blount,
Inc., Chase Brass Industries, Inc., Delta Air Lines, Incorporated,
Savannah Foods & Industries, Inc., Sun Company, Inc. and UCAR
International Inc.

GARY E. MACDOUGAL
[Photo of GARY E. MACDOUGAL] Mr. MacDougal, 59, served as Chairman of the Board and Chief Executive
Officer of Mark Controls Corporation (building and flow controls
manufacturer) from November 1969 until May 1988. He is Chairman of the
Governor's Task Force for Human Services Reform for the State of
Illinois and a Trustee of the Annie Casey Foundation (for disadvantaged
children). He was the General Director of the New York City Ballet from
1993 to 1994. Prior to March 1990, he was United States delegate and
Alternate Representative to the United Nations. Mr. MacDougal has been a
director of the Company since 1975 and is the Chair of the Public Issues
Committee and a member of the Personnel, Compensation and Nominating
Committee. He is a director of the Bulgarian-American Enterprise Fund
and United Parcel Service of America, Inc.

</TABLE>

<PAGE>

<PAGE>
DIRECTORS CONTINUING IN OFFICE

<TABLE>
<S> <C>
JERRY H. BALLENGEE
[Photo of JERRY H. BALLENGEE] Mr. Ballengee, 58, was elected President and Chief Operating Officer of
the Company in July 1994. He had been an Executive Vice President of the
Company since November 1988 and prior to that he was a Senior Vice
President of the Company. He has been a director of the Company since
1988. Mr. Ballengee is a director of United Cities Gas Co.
Class II Director, Term Expires ................................... 1998

SIR COLIN R. CORNESS
[Photo of SIR COLIN R. CORNESS] Sir Colin Corness, 64, is Chairman of the Board of Glaxo Wellcome plc
(an international pharmaceutical company). From May 1991 until his
retirement in May 1995, Sir Colin was Chairman of the Board of Redland
PLC (an international construction materials producer). Prior to May
1991, he was Chairman of the Board and Chief Executive Officer of
Redland PLC. Sir Colin has been a director of the Company since 1991 and
is a member of the Audit Committee and the Pension Investment Committee.
He is a director of Chubb Security plc, Glaxo Wellcome plc and
Nationwide Building Society.
Class I Director, Term Expires .................................... 1997

ROBERT D. KENNEDY
[Photo of ROBERT D. KENNEDY] Mr. Kennedy, 63, is the retired Chairman of the Board and Chief
Executive Officer of Union Carbide Corporation (an international
petrochemical corporation). Mr. Kennedy has been a director of the
Company since 1990 and is the Chair of the Personnel, Compensation and
Nominating Committee. He is a Director of UCAR International Inc., Union
Carbide Corporation and Sun Company, Inc.
Class I Director, Term Expires .................................... 1997

</TABLE>

<PAGE>

<TABLE>
<S> <C>
W. CRAIG MCCLELLAND
[Photo of W. CRAIG MCCLELLAND] Mr. McClelland, 61, is Chairman of the Board and Chief Executive Officer
of the Company. He was President and Chief Operating Officer of the
Company from December 1989 to July 1994. Previously, he was an Executive
Vice President of the Company since November 1988. From September 1986
until November 1988, Mr. McClelland was a Director and Executive Vice
President of International Paper Company and President and Chief
Executive Officer of Hammermill Paper Company (a subsidiary of
International Paper Company). Prior to September 1986, he was a Director
and President and Chief Executive Officer of Hammermill Paper Company.
Mr. McClelland has been a director of the Company since 1988. He is a
director of Allegheny Ludlum Corporation and PNC Financial Corporation.
Class I Director, Term Expires .................................... 1997

ANN D. MCLAUGHLIN
[Photo of ANN D. MCLAUGHLIN] Ms. McLaughlin, 54, is Vice Chairman of the Aspen Institute (a
non-profit organization assisting in formulating the policies of
democratic institutions). From 1990 to 1995 she was President of the
Federal City Council, Washington, D.C. (a non-profit organization to
improve the Nation's capital) and from 1992 to 1993 she was President
and Chief Executive Officer of New American Schools Development
Corporation (a non-profit company engaged in educational reform). From
1989 to 1992, she was a Visiting Fellow, The Urban Institute (a research
organization for social and economic issues). From 1987 to 1989, Ms.
McLaughlin was Secretary of Labor, United States Department of Labor.
From 1989 to 1990, Ms. McLaughlin was Chair, Presidential Commission on
Aviation, Security and Terrorism. She was Undersecretary, United States
Department of the Interior prior to March 1987. Ms. McLaughlin was a
director of the Company in 1987, resigned to become United States
Secretary of Labor and rejoined the Board of Directors in 1989. She is
Chair of the Audit Committee and a member of the Public Issues
Committee. She is a director of AMR Corporation, Federal National
Mortgage Association, General Motors Corporation, Harman International
Industries, Inc., Host Marriott Corporation, Kellogg Company, Nordstrom,
Inc., Potomac Electric Power Company, Sedgwick Group plc and Vulcan
Materials Company.
Class II Director, Term Expires ................................... 1998

</TABLE>

<PAGE>

<TABLE>
<S> <C>
JAMES M. REED
[Photo of JAMES M. REED] Mr. Reed, 63, has been Vice Chairman of the Board and Chief Financial
Officer of the Company since April 1993. Prior to that he was an
Executive Vice President and the Chief Financial Officer of the Company
since October 1985. He has been a director of the Company since 1989.
Mr. Reed is a director of Bush Boake Allen Inc., the Bulgarian-American
Enterprise Fund and Martin Marietta Materials, Inc.
Class I Director, Term Expires .................................... 1997

GEORGE J. SELLA, JR.
[Photo of GEORGE J. SELLA, JR.] Mr. Sella, 67, is the retired Chairman of the Board and Chief Executive
Officer of American Cyanamid Company. He has been a director of the
Company since 1985 and is Chair of the Pension Investment Committee and
a member of the Personnel, Compensation and Nominating Committee. Mr.
Sella is a director of Bush Boake Allen Inc., the Equitable Companies
Incorporated and The Equitable Life Assurance Society of the United
States.
Class II Director, Term Expires ................................... 1998

TED D. SIMMONS
[Photo of TED D. SIMMONS] Mr. Simmons, 65, is Managing Director of Physical Facilities for the
Church of Jesus Christ of Latter Day Saints. From April 1987 until
January 1991 he was Vice Chairman of the Board of The Mutual Benefit
Life Insurance Company.* Mr. Simmons has been a director of the Company
since 1988 and is a member of the Personnel, Compensation and Nominating
Committee, the Pension Investment Committee and the Public Issues
Committee.
Class II Director, Term Expires ................................... 1998

</TABLE>

- ------------

* Mr. Simmons retired as Vice Chairman of the Board of The Mutual Benefit Life
Insurance Company ('MBL') in January 1991. Thereafter, in July 1991 MBL
entered rehabilitation proceedings under New Jersey law.

BOARD OF DIRECTORS AND COMMITTEES

In 1995, the Board of Directors held seven meetings. Non-employee directors
receive as compensation for serving on the Board, an annual fee of $23,000 plus
shares of Company Common Stock awarded pursuant to the Stock Compensation Plan
for Non-Employee Directors (the 'Stock Compensation Plan'). The Stock
Compensation Plan provides that immediately after each annual meeting of
stockholders, each director who is not an employee of the Company shall receive
the number of whole shares of Company Common Stock provided in the Plan for that
year, or if there is no provision in the Plan for that year, whole shares having
a fair market value, at the time of the grant, of approximately $5,000. In no
event may the fair market value of any annual grant of such stock exceed

<PAGE>

$40,000 for each non-employee director. The total number of shares of Company
Common Stock that may be awarded under the Stock Compensation Plan is 150,000.
During 1995 each non-employee director received 180 shares of Company Common
Stock pursuant to the Stock Compensation Plan which had a fair market value
of approximately $9,000 at the time such stock was granted. The Stock
Compensation Plan provides that each non-employee director shall receive for
1996 shares of Company Common Stock having a fair market value of approximately
$9,000. Non-employee directors are also paid $1,500 for each meeting of the
Board of Directors they attend, $750 for each committee meeting they attend and
$1,000 per year for serving as the Chair of a committee.

The Board of Directors has appointed an Audit Committee, a Personnel,
Compensation and Nominating Committee, a Pension Investment Committee and a
Public Issues Committee, which are composed of non-employee directors of the
Company.

The Audit Committee held three meetings during 1995. The Audit Committee
(i) recommends to the Board of Directors the independent accountants to be
appointed for the Company, (ii) meets with the independent accountants, the
chief internal auditor and other corporate officers to review matters relating
to corporate financial reporting and accounting procedures and policies,
adequacy of financial, accounting and operating controls and the scope of the
audits of the independent accountants and internal auditors, (iii) reviews and
reports on the results of such audits to the Board of Directors, (iv) submits to
the Board of Directors its recommendations relating to financial reporting and
accounting practices and policies and financial, accounting and operating
controls and (v) considers the impact on the Company's financial statements or
condition of any infraction of laws, regulations or policies, compliance
oversight being the responsibility of the Public Issues Committee.

The Personnel, Compensation and Nominating Committee held four meetings
during 1995. The Personnel, Compensation and Nominating Committee (i) makes
recommendations to the Board concerning the election of the Company's officers,
(ii) reviews the compensation plans and sets the compensation for officers of
the Company, (iii) awards incentive compensation and bonuses to officers of the
Company, (iv) administers the Company's stock option plans and awards options,
restricted stock, stock appreciation rights and bonuses payable in stock and (v)
recommends to the Board the members and the Chairs of Board Committees. The
Personnel, Compensation and Nominating Committee also recommends to the Board
candidates for election as directors, and will consider nominees recommended by
stockholders. Such recommendations should be submitted in writing to the
Secretary of the Company with a description of the proposed nominee's
qualifications and other relevant biographical information, and the nominee's
consent to serve as a director.

The Company's bylaws provide that any stockholder who wishes to nominate
any person for election as a director at the Annual Meeting must give the
Company's Secretary written notice of such intent at least sixty (60) days in
advance of the date established in the bylaws as the day of the annual meeting
(the last Tuesday in April of each year). Such notice must contain the
information required by the bylaws including information regarding each person
to be nominated as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission had the
person been nominated by the Board of Directors.

The Pension Investment Committee held two meetings during 1995. The Pension
Investment Committee periodically reviews the activities of the management of
the Company in supervising the investment of the Company's pension funds.

The Public Issues Committee held four meetings during 1995. The Public
Issues Committee, in its discretion (i) inquires into and reviews any matter
involving the conduct of the Company's business which affects the public or in
which the public has a strong interest, (ii) recommends policies and programs
which further the interests of the Company to the Board and/or the Company's
management, (iii) provides oversight with respect to the Company's compliance
activities as to environmental, health and safety, employment and other legal
standards of conduct, and (iv) reports to the Board on matters believed to be of
significance to the Board.

Non-employee directors may elect to defer for such period as they determine
all or part of their directors' retainer and meeting fees in which case interest
is earned on the deferred amounts at the rate equal to the average yield on 91
day U.S. Treasury bills for the preceding period of December 1 through

<PAGE>

November 30 compounded annually. Upon retirement from the Board of Directors,
any director who is not an employee of the Company and who has completed five
years of service as a non-employee director receives an annual retirement
benefit equal to the sum of 50% of the director's annual retainer on the
retirement date, plus 10% of such retainer multiplied by the number of the
director's full years of service in excess of five but not in excess of ten
years. Such retirement benefit is unfunded and is paid annually out of the
Company's general assets until the total number of annual payments equals the
number of the director's years of service. If the director dies before
receiving all the retirement benefits he would have been entitled to receive had
he lived, a lump sum death benefit equal to the present value of such annual
retirement benefits remaining unpaid is payable to his beneficiary.

Directors who are employees of the Company do not receive any additional
compensation by reason of their membership on, or attendance at meetings of, the
Board or committees thereof.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To the knowledge of the Company, and based on filings on Schedule 13G in
February 1996 with the Securities and Exchange Commission, no person or group
owned beneficially more than five percent of the outstanding Common Stock of the
Company except:

<TABLE>
<CAPTION>
TITLE
OF NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ------- ------------------------------------ -------------------- ----------
<S> <C> <C> <C>
Common The Capital Group Companies, Inc. 4,084,250(1) 5.80%
333 South Hope Street
Los Angeles, CA 90071

Common Cooke & Bieler, Inc. 4,369,245(2) 6.30%
1700 Market Street
Suite 3222
Philadelphia, PA 19103

Common Delaware Management Holdings, Inc. 4,582,533(3) 6.52%
2005 Market Street
Philadelphia, PA 19103

Common Wellington Management Company 8,390,050(4) 11.95%
75 State Street
Boston, MA 02109

</TABLE>

- ------------

(1) Capital Guardian Trust Company and Capital Research and Management Company,
investment advisors and operating subsidiaries of The Capital Group
Companies, Inc., exercised as of December 29, 1995, investment discretion
with respect to 134,250 and 3,950,000 shares, respectively, or a combined
total of 5.8% of outstanding stock which was owned by various institutional
investors.

(2) Cooke & Bieler, Inc., in its capacity as investment advisor, has sole voting
power as to 3,537,500 shares of Company Common Stock and sole dispositive
power as to 4,283,045 shares of Company Common Stock. It has no shared
voting or dispositive power as to Company Common Stock.

(3) Delaware Management Holdings, Inc., in its capacity as the parent holding
company of Delaware Management Company, Inc., an investment advisor, has
sole voting power as to 333,803 shares of Company Common Stock, shared
voting power as to 3,250 shares of Company Common Stock and sole dispositive
power as to 4,292,633 shares of Company Common Stock and shared dispositive
power as to 289,900 shares of Company Common Stock.

(4) Wellington Management Company, in its capacity as investment advisor, has
shared voting power as to 129,250 shares of Company Common Stock and shared
dispositive power as to 8,390,050 shares of Company Common Stock of which
6,940,000 shares are also deemed to be beneficially owned by the
Vanguard/Windsor Fund, Inc. Wellington Management Company has no sole voting
or dispositive power as to Company Common Stock.

<PAGE>

<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
AS OF DECEMBER 31, 1995

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1)
TITLE --------------------------------------------------------------
OF NAME OF UNION CAMP PERCENT BUSH BOAKE ALLEN PERCENT
CLASS BENEFICIAL OWNER COMMON STOCK OF CLASS INC. COMMON STOCK(2) OF CLASS
- ------- ------------------------------------- ------------ -------- -------------------- --------

<S> <C> <C> <C> <C> <C>
Common Jerry H. Ballengee................... 100,935(3) * - 0 - *
Common Russell W. Boekenheide............... 65,586(3) * 200 *
Common George D. Busbee..................... 1,356 * - 0 - *
Common Raymond E. Cartledge................. 258,793(3)(4) * 5,000 *
Common Sir Colin Corness.................... 1,777 * 1,000 *
Common Robert D. Kennedy.................... 2,116 * 1,000 *
Common Gary E. MacDougal.................... 5,388 * - 0 - *
Common W. Craig McClelland.................. 136,094(3) * 1,000 *
Common Ann D. McLaughlin.................... 1,167 * - 0 - *
Common James T. Mills....................... 3,556 * 3,000 *
Common James M. Reed........................ 107,535(3) * 5,000 *
Common George J. Sella, Jr.................. 2,056 * 3,500 *
Common Ted D. Simmons....................... 3,056(4) * 1,000 *
Common William H. Trice..................... 96,389(3) * 8,500 *
Common Directors and Executive Officers as a
Group (21 Persons)................. 976,533(3) 1.4% 32,550 *
</TABLE>

- ------------

* Less than one percent of the shares outstanding.

(1) As used in this proxy statement, 'beneficially owned' means the sole or
shared power to direct the voting of a security or the sole or shared power
to direct the disposition of a security.

(2) Union Camp Corporation is the beneficial owner of 68% of the outstanding
common stock of Bush Boake Allen Inc. which went public in May 1994.

(3) The shares shown as beneficially owned include the number of shares of
Company Common Stock that directors and executive officers had the right to
acquire within 60 days after December 31, 1995 pursuant to unexercised
options under the Company's stock option plans as follows: 76,643 shares for
Mr. Ballengee, 48,600 shares for Mr. Boekenheide, 217,442 shares for Mr.
Cartledge, 107,528 shares for Mr. McClelland, 76,419 shares for Mr. Reed,
70,829 for Mr. Trice and 760,420 for all directors and executive officers as
a group (21 persons). The shares shown include restricted stock held by
executive officers which become free of restrictions on sale over a period
of five years from the date of grant as follows: 3,496 shares for Mr.
Ballengee, 2,632 shares for Mr. Boekenheide, 4,930 shares for Mr.
McClelland, 3,412 shares for Mr. Reed, 3,098 for Mr. Trice and 19,539 shares
for all executive officers as a group.

(4) The shares of Common Stock shown as beneficially owned (a) by Mr. Cartledge
include 13,068 shares that are owned by his spouse as to which beneficial
ownership is disclaimed and (b) by Mr. Simmons include 400 shares that are
owned by his spouse as to which beneficial ownership is disclaimed.

<PAGE>

<PAGE>
EXECUTIVE COMPENSATION

The following table shows information with respect to the annual and
long-term compensation for services in all capacities to the Company and its
subsidiaries during the fiscal years ended December 31, 1995, 1994 and 1993 paid
or accrued to the chief executive officer and the other most highly compensated
executive officers of the Company.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
------------------------
SECURITIES
ANNUAL COMPENSATION RESTRICTED UNDERLYING
---------------------------- STOCK OPTIONS & ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(1) SARS (#) COMPENSATION(2)
- ----------------------------------------------------- ---- -------- -------- ---------- ---------- ---------------

<S> <C> <C> <C> <C> <C> <C>
W. Craig McClelland ................................. 1995 $588,500 $639,937 $ 420,643 61,000 $41,466
Chairman of the Board and Chief 1994 $506,803 $458,200 $ 145,428 68,452 $55,048
Executive Officer 1993 $449,933 $ 72,900 $ 48,241 27,128 $22,980

Jerry H. Ballengee .................................. 1995 $400,500 $360,528 $ 286,023 33,300 $26,555
President and Chief Operating Officer 1994 $359,250 $274,600 $ 99,057 37,664 $15,905
1993 $318,000 $ 18,600 $ 36,107 16,993 $13,809

Russell W. Boekenheide .............................. 1995 $280,000 $168,246 $ 188,438 10,600 $25,373
Senior Vice President 1994 $261,500 $148,600 $ 73,751 10,600 $18,414
1993 $243,000 $ 32,900 $ 27,559 7,750 $16,039

James M. Reed ....................................... 1995 $365,000 $228,334 $ 263,159 24,000 $26,694
Vice Chairman and Chief Financial Officer 1994 $341,000 $208,600 $ 96,135 18,700 $20,982
1993 $317,000 $ 84,200 $ 35,960 16,919 $19,065

William H. Trice .................................... 1995 $330,000 $178,815 $ 235,572 18,900 $21,594
Executive Vice President 1994 $307,500 $170,300 $ 86,946 13,900 $14,818
1993 $286,000 $ 92,400 $ 32,423 12,829 $13,418
</TABLE>

- ------------

(1) The value of the restricted stock awards was determined by multiplying the
closing price of the Company's Common Stock on the date of grant by the
number of shares awarded. The restricted stock awards were granted on
January 30, 1996 for fiscal year 1995, January 31, 1995 for fiscal year 1994
and January 24, 1994 for fiscal year 1993. As of December 31, 1995, the
number of shares and the value of aggregate restricted stockholdings were as
follows: 4,930 shares ($233,867) by Mr. McClelland; 3,496 shares ($165,842)
by Mr. Ballengee; 2,632 shares ($124,856) by Mr. Boekenheide; 3,412 shares
($161,857) by Mr. Reed; and 3,098 shares ($146,961) by Mr. Trice. On January
30, 1996 restricted stock awards were made with respect to services rendered
during 1995. As of January 31, 1996, the number of shares and the value of
aggregate restricted stockholdings were as follows: 11,757 shares ($595,933)
by Mr. McClelland; 8,061 shares ($408,592) by Mr. Ballengee; 5,528 shares
($280,201) by Mr. Boekenheide; 7,555 shares ($382,944) by Mr. Reed; and
6,779 shares ($343,611) by Mr. Trice. Each award becomes free of
restrictions in equal installments over 5 years. The number of shares
awarded was as follows: 982 for 1993, 3,086 for 1994 and 8,371 for 1995 to
Mr. McClelland; 735 for 1993, 2,102 for 1994 and 5,692 for 1995 to Mr.
Ballengee; 561 for 1993, 1,565 for 1994 and 3,750 for 1995 to Mr.
Boekenheide; 732 for 1993, 2,040 for 1994 and 5,237 for 1995 to Mr. Reed;
and 660 for 1993, 1,845 for 1994 and 4,688 for 1995 to Mr. Trice. Common
Stock dividends are payable on restricted stock.

(2) The compensation reported represents (a) Company contributions under the
Salaried Employees Savings and Investment Plan and related supplemental
plan; and (b) amounts imputed or credited to the named executive officer for
premiums paid for group life insurance. The Company contributions for 1995
pursuant to the Salaried Employees Savings and Investment Plan were as
follows: $26,482 to Mr. McClelland; $16,613 to Mr. Ballengee; $12,600 to Mr.
Boekenheide; $16,425 to Mr. Reed; and $14,850 to Mr. Trice. The amounts
imputed or credited for life insurance premiums were as follows: $14,984 to
Mr. McClelland; $9,942 to Mr. Ballengee; $12,773 to Mr. Boekenheide; $10,269
to Mr. Reed; and $6,744 to Mr. Trice.

<PAGE>

<PAGE>
OPTIONS AND STOCK APPRECIATION RIGHTS

The following two tables summarize option grants to and exercises by the
executive officers named in the Summary Compensation Table during 1995 and the
value of the options and related stock appreciation rights ('SARs') held by them
as of December 31, 1995.

OPTION/SAR GRANTS IN 1995

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ---------------------------------------------------------------------------------------- POTENTIAL REALIZABLE VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK PRICE
SECURITIES OPTIONS/SARS APPRECIATION
UNDERLYING GRANTED TO EXERCISE(2) FOR OPTION TERM(3)
OPTIONS/SARS EMPLOYEES IN OR BASE EXPIRATION ---------------------------------------
NAME GRANTED(1) FISCAL 1995 PRICE ($/SH) DATE 0% 5%(4) 10%(5)
- --------------------------- ------------ ------------ ------------ ---------- --- ---------- ----------

<S> <C> <C> <C> <C> <C> <C> <C>
W. Craig McClelland........ 61,000 9.2% $49.4375 11/26/05 -0- $1,900,150 $4,795,210
Jerry H. Ballengee......... 33,300 5.0 49.4375 11/26/05 -0- 1,037,295 2,617,713
Russell W. Boekenheide..... 10,600 1.6 49.4375 11/26/05 -0- 330,190 833,266
James M. Reed.............. 24,000 3.6 49.4375 11/26/05 -0- 747,600 1,886,640
William H. Trice........... 18,900 2.8 49.4375 11/26/05 -0- 588,735 1,485,729
- -----------------------------------------------------------------------------------------------------------------------------------

All Shareholders(6)........ N/A N/A N/A N/A -0- $2,159,691,114 $5,450,186,790

All Optionees(7)........... 664,400 100% $49.4375 11/26/05 -0- 20,699,960 52,238,384
$50.0625 4/30/05
Optionees Gain as % of All
Shareholders' Gain....... N/A N/A N/A N/A N/A Less than Less than
1% 1%
</TABLE>

- ------------

(1) An identical number of stock appreciation rights was granted in tandem with
these options on November 27, 1995. The options (and related SARs) become
exercisable two years from the date of grant, i.e., on November 27, 1997.
The SARs include limited rights which permit the settlement of the SARs in
cash, without regard to the date on which the option otherwise would be
exercisable, upon the occurrence of certain change of control events.

(2) The exercise price is the fair market value of the underlying stock on the
date of the option grant.

(3) The dollar amounts under these columns are the result of calculations at 0%
and at the 5% and 10% rates set by the SEC and are not intended to forecast
possible future appreciation, if any, of Union Camp's Common Stock.

(4) Union Camp Common Stock would be trading at $80.59 per share for the values
shown to be realizable, an increase in stock price which will benefit all
stockholders commensurately.

(5) Union Camp Common Stock would be trading at $128.05 per share for the values
shown to be realizable, an increase in stock price which will benefit all
stockholders commensurately.

(6) As of November 30, 1995, there were 69,331,978 shares of the Company's
Common Stock outstanding. The calculations shown herein are based on the
assumed rates of price appreciation, compounded annually, from the stock's
fair market value of $49.4375 on November 27, 1995 when the above options
were granted.

(7) The amounts shown are based on the assumed rates of appreciation, compounded
annually, from the stock's fair market value of (i) $50.0625 on May 1, 1995
for 10,000 options granted on that date and (ii) $49.4375 on November 27,
1995 for 654,400 options granted on that date.

<PAGE>

<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
END OF 1995 END OF 1995
---------------- -----------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED(1) UNEXERCISABLE(2) UNEXERCISABLE(1)
- ----------------------------------------- --------------- ----------- ---------------- -----------------

<S> <C> <C> <C> <C>
W. Craig McClelland...................... - 0 - - 0 - 107,528/129,452 $657,995/$161,185
Jerry H. Ballengee....................... 5,157 $ 73,731 76,643/ 70,964 $534,762/$ 88,934
Russell W. Boekenheide................... 5,098 $ 65,745 48,600/ 21,200 $378,522/$ 25,838
James M. Reed............................ 5,822 $ 105,301 76,419/ 42,700 $517,670/$ 45,581
William H. Trice......................... 5,877 $ 112,440 70,829/ 32,800 $537,015/$ 33,881
</TABLE>

- ------------

(1) Value is the difference between the market value of the Company's Common
Stock on the date of exercise or December 29, 1995, i.e., $47.4375 per
share, and the exercise price.

(2) SARs were granted in tandem with options and, therefore, the exercise of
SARs reduces the number of shares subject to the related option.

REPORT OF THE PERSONNEL,
COMPENSATION AND NOMINATING COMMITTEE
ON EXECUTIVE COMPENSATION

THE COMMITTEE'S FUNCTION

The Personnel, Compensation and Nominating Committee (the 'Committee') is
composed entirely of independent, non-employee directors. The Committee reviews
and approves each element of the Company's executive compensation program and
assesses the effectiveness of the program as a whole. The Committee approves the
salaries of the Company's Chief Executive Officer (the 'CEO') and its other
executive officers, makes awards under the Executive Annual Incentive Plan and
the Policy Group Restricted Stock Performance Plan and grants stock options and
SARs under the 1989 Stock Option and Stock Award Plan.

OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM

The executive compensation program is designed to: (a) attract, retain and
motivate talented executives to work on behalf of shareholders, the Company's
employees, customers and the communities within which the Company operates; (b)
provide compensation at levels that are competitive with those provided in the
various markets where Union Camp competes for executive resources; (c) place a
significant portion of executive pay at risk; and (d) recognize and reward
exceptional accomplishments. The Company's CEO participates in the same programs
and receives compensation based on the same factors as the other executive
officers.

The Committee considered the deductibility of executive compensation under
Section 162(m) of the Internal Revenue Code shortly after it was enacted in
1993. Under this provision, beginning in 1994 a publicly held corporation is not
permitted to deduct compensation in excess of one million dollars per year paid
to the CEO and the other executive officers named in the proxy statement except
to the extent the compensation was paid under compensation plans meeting tax
code requirements to be considered performance-based. At that time the Committee
took steps to qualify compensation realized upon the exercise of stock options
granted under the 1989 Stock Option and Stock Award Plan as performance-based
pursuant to Section 162(m). The Committee also determined that, in reviewing the
design of and administering the executive compensation program, the Committee
will continue in the future to preserve the Company's tax deductions for
executive compensation unless this goal conflicts with the primary objectives of
the Company's compensation program or the amount of tax deduction lost is
insignificant. The Committee reviewed the deductibility in 1995 of compensation
paid to the CEO

<PAGE>

<PAGE>
and other named executive officers, found the deductibility lost to be
insignificant and determined it will consider modifying parts of the executive
compensation program to qualify under Section 162(m).

The Committee also seeks an appropriate balance among program objectives.
Particular attention is paid to the two key objectives discussed below.

PROVIDING COMPETITIVE LEVELS OF COMPENSATION

The Committee intends to provide the Company's CEO and its executives with
total compensation that, at targeted levels of performance, according to an
independent compensation consultant, is competitive with the median total
compensation earned by executives who hold comparable positions or have similar
qualifications in the paper and forest products industry and within general
industry for companies of comparable size. The Company has historically used
this comparison group which differs from and is larger than the peer group used
in the Stock Performance Graph on page 15 because the Company feels the larger
group better represents the market within which it competes for executive
talent. To determine median competitive levels of base salary and target
incentive compensation, the Committee regularly reviews information drawn from
various sources, including proxy statements, industry surveys and independent
compensation consultants. The Committee examines specific salary and target
incentive recommendations for Union Camp's CEO and other officers, considering
each position's relative content, accountability, scope of responsibility as
well as the individual's performance and experience. While the targeted value of
an executive's total compensation is set annually at median competitive levels,
a large portion of a senior executive's compensation is at risk and will exceed
or fall below the targeted levels depending on actual performance measured
against predetermined objectives.

ENSURING THAT INCENTIVE COMPENSATION VARIES WITH PERFORMANCE

Union Camp's annual incentive plan is designed to ensure that incentive
compensation is predictable with the financial and strategic performance of the
Company and/or its business units as measured against predetermined objectives
which are approved annually by the Committee. Awards paid under the Policy Group
Restricted Stock Performance Plan take into account the Company's long-term
financial performance. Because the Company's incentive plans serve different
purposes, they use different performance measures and periods.

OVERVIEW OF EXECUTIVE COMPENSATION AND 1995 COMMITTEE ACTIONS

The Company's executive compensation program for its CEO and the other four
most highly compensated executive officers shown in the Summary Compensation
Table (the 'named executive officers') has four principal elements: base salary,
the Executive Annual Incentive Plan, the Policy Group Restricted Stock
Performance Plan and the Stock Option Plan. Following is an overview of each
program element and what actions the Committee took in 1995.

BASE SALARY

Base salaries are intended to be externally competitive and internally
equitable. They reflect an individual's sustained performance and length of time
in the position. Base salary levels are adjusted periodically based on an
individual's performance and the external market. Base salaries are annually
targeted at median base salary levels for similar positions in the paper and
forest products industry and in general industry for companies of comparable
size. Base salaries may exceed the targeted averages if warranted by sustained
performance.

1995 Action: Effective January 1, 1995, the base salaries of the named
executive officers excluding the CEO and the COO were increased 7.1%. This
increase was the amount recommended by the CEO to maintain competitive salaries.
The Committee noted that the report of its independent compensation consultant
said that, following the increase, the base salaries of these named executive
officers were at appropriate target median levels compared with similar
positions in the above-mentioned comparison group.

<PAGE>

<PAGE>
Effective July 1, 1995, the CEO and COO received salary increases of 13.2%
and 13.0% respectively. After the increases their base salaries were below the
competitive median salaries recommended by the Committee's independent
consultant. Future salary increases are expected to bring their salaries to
fully competitive levels.

THE EXECUTIVE ANNUAL INCENTIVE PLAN

The amount of the incentive compensation targeted for the CEO and the named
executive officers under the Executive Annual Incentive Plan is the median
competitive annual incentive compensation recommended by an independent
compensation consultant. The recommended median is based on the annual incentive
compensation paid to comparable positions by the comparison group referred to
under the caption 'Providing competitive levels of compensation'. The incentive
targeted assumes (i) the Company and/or key business units will achieve their
annual financial plans and (ii) the CEO and the named executive officers, as a
group, achieve predetermined operating and strategic goals that are established
as part of the Company's annual planning and budgetary process. At the beginning
of each year the Committee reviews the operating and strategic goals established
for the CEO and the named executive officers and the financial performance
measures for the Company and its key business units. The Committee has the
discretion to pay awards in cash or up to 50% in the Company's Common Stock.

Executives' awards are tied to the financial performance measures most
appropriate to their responsibilities. To reinforce the need for teamwork and
focus attention on overall corporate objectives, each participant has a portion
of his award tied to the financial performance measures for the Company as a
whole, defined by earnings per share. The portion of the award based on
financial performance measures for Mr. McClelland, Mr. Ballengee, Mr.
Boekenheide and Mr. Reed is determined solely by corporate earnings per share
results, while Mr. Trice has some of his award based on financial performance
measures linked to the performance of the key business units for which he is
responsible.

1995 Action: At the beginning of 1995 the Committee determined target
incentives for the CEO and the named executive officers. Since the Company's
1995 earnings per share results substantially exceeded the corporate financial
performance measures established, the portion of the targeted incentive based on
corporate financial performance measures was increased by 40%. The earnings
results of the key business units for which Mr. Trice is responsible also
exceeded the financial performance measures established and, therefore, his
targeted incentive was adjusted accordingly. In addition, at the beginning of
1995, the Committee established a number of specific operating and strategic
goals which were weighted and which the CEO and the named executive officers had
to accomplish as a team in order to receive the targeted awards after those
target awards were adjusted for actual earnings results. The Committee regards
the specific operating and strategic goals as competitively sensitive
information. Since the CEO and named executive officers as a team exceeded these
goals the Committee approved a further increase in their incentives. Therefore,
the annual bonus payment shown in the Summary Compensation Table for Mr.
McClelland, Mr. Ballengee, Mr. Boekenheide and Mr. Reed represents 150% of their
target incentives for 1995. The annual bonus payment shown for Mr. Trice
reflects the adjustment made on account of the earnings results of the key
business units for which he is responsible as well as overall corporate results.

THE POLICY GROUP RESTRICTED STOCK PERFORMANCE PLAN

Under the Policy Group Restricted Stock Performance Plan, long term
incentives are earned by the CEO and the other members of the Company's policy
committee when the Company attains specific earnings and return on capital goals
that are equally weighted and are determined, respectively, by an earnings
forecasting formula and a return on capital ranking that must be in the upper
half of a competitor group of 14 major paper and packaging companies. The
competitor group differs and is larger than the peer group used in the Stock
Performance Graph which, at selection, consisted of the companies in the Dow
Jones Paper Group Index because the Company has historically compared its
financial performance against this larger competitor group. Awards earned under
this plan are made in restricted shares of Common Stock that vest at a rate of
20% per year over 5 years. The objective of this plan is to focus senior
management's attention on two critical factors affecting the Company's long

<PAGE>

<PAGE>
term performance (earnings per share and return on capital) and reward them for
making successful long term decisions. The value of these awards may vary
considerably based on Union Camp's stock price performance.

1995 Action: The Company's return on capital ranking among the group of 14
paper and packaging competitors was 4th place which resulted in an award equal
to 18.3% of the CEO's and the other named executive officers' annual base
salaries in effect at the end of January 1996 when the awards were granted. The
Company's earnings per share for 1995 substantially exceeded the Plan's
forecasted target resulting in Mr. McClelland and the named executive officers
each receiving the maximum award equal to 48% of the amount of his annual base
salary as in effect at the end of January 1996 when the awards were granted.
These awards were granted in restricted stock which will vest 20% a year over
the next five years.

THE 1989 STOCK OPTION AND STOCK AWARD PLAN

Stock options are the final element of the Company's compensation for its
CEO and executive officers. Stock options are normally granted annually. The
primary objective of issuing stock options is to encourage the CEO and the
officers of the Company to maintain an equity interest in the Company and
provide financial rewards linked to the future performance of the Company's
Common Stock.

1995 Action: The starting point for the determination of stock option
awards for each of the CEO and the named executive officers is the median
competitive total compensation for comparable positions recommended by the
independent compensation consultant (as discussed under the caption 'Providing
competitive levels of compensation' on page 12). The Committee approved stock
option grants in November 1995 that were determined by offsetting the median
competitive total compensation reported by the consultant by the CEO's and named
executive officers' base salaries, and their Annual Incentive Plan and
Restricted Stock Performance Plan target awards. For this calculation, the
expected present value of the stock option grants was determined by the
independent consultant using a version of the Black-Scholes formula. The
Committee expects to use the same methodology each year and does not consider
the amount of stock options previously awarded because it considers stock
options to be primarily compensatory. The stock options granted to the CEO and
the other named executives during 1995 are shown in the Option Grants table on
page 10.

SUMMARY

The Company's emphasis on variable pay and the compensation programs'
direct link to both short and long-term financial performance, as well as stock
performance, tie executive pay to critical measures of corporate performance.

Robert D. Kennedy, Chair
Gary E. MacDougal
George J. Sella, Jr.
Ted D. Simmons

STOCK PERFORMANCE GRAPH

The graph below compares the cumulative total shareholder return of Union
Camp Common Stock, the S&P 500 Composite -- 500 Stock Index and two indices of
peer groups of paper companies, for the period of five years beginning December
31, 1990 and ending December 29, 1995 (assuming that the value of the investment
in Union Camp Common Stock and each index was $100 on December 31, 1990 and that
all dividends were reinvested). One peer group index is comprised of 9 medium to
large sized companies (Boise Cascade, Bowater, Champion International,
Consolidated Papers, Federal Paper Board, P.H. Glatfelter, International Paper,
Mead, and Westvaco) whose primary business is the manufacture and sale of paper
products. The other peer group index is comprised of the same companies with the
sole exception of Federal Paper Board which is being excluded due to its
agreement to merge with International Paper. Peer group returns are weighted
each year based on each company's market capitalization at the beginning of the
year.

<PAGE>

5-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURNS

[PERFORMANCE GRAPH]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Union Camp Corp. 100 144 138 148 151 157
S&P 500 Composite 100 130 140 155 157 214
Peer Group I 100 125 125 135 152 176
Peer Group II 100 123 124 135 151 168
Dec. 90 Dec. 91 Dec. 92 Dec. 93 Dec. 94 Dec. 95

</TABLE>

The Company's return on capital employed is one of the performance measures
considered by the Personnel, Compensation and Nominating Committee in
determining a portion of the incentives earned under the Policy Group Restricted
Stock Performance Plan. Return on capital employed means net income divided by
the sum of long-term debt, deferred income taxes and stockholders' equity. In
making its incentive awards, the Committee compared the Company's return on
capital during the period October 1, 1994 through September 30, 1995 with the
return on capital employed of 13 paper and packaging companies (Boise Cascade,
Champion International, Chesapeake, Federal Paper Board, Georgia Pacific,
International Paper, Mead, Potlatch, Stone Container, Temple-Inland,
Weyerhauser, Westvaco and Willamette) for the same period and Union Camp ranked
fourth. When Union Camp's return on capital employed for the calendar year 1995
was compared to the returns realized by the same group for 1995, Union Camp
ranked third. This is illustrated in the chart below. In all cases the return on
capital employed was calculated by using 1995 net income for the relevant period
as the numerator and year end 1994 long-term debt, deferred income taxes and
stockholders' equity as the denominator.

RETURN ON CAPITAL EMPLOYED
12 MONTHS ENDED DECEMBER 31, 1995

[GRAPH]
<TABLE>
<S> <C>
1 20.10%
2 13.40%
3 12.20%-Union Camp
4 11.20%
5 10.80%
6 10.50%
7 10.00%
8 9.30%
9 9.20%
10 8.40%
11 7.80%
12 6.50%
13 6.40%
14 4.40%
</TABLE>

<PAGE>

<PAGE>
RETIREMENT PLANS

The Retirement Plan for Salaried Employees is a defined benefit plan and is
funded solely by Company contributions. The calculation of benefits under the
Retirement Plan is based upon average earnings, which include salary, overtime
and vacation payments, bonuses and incentive compensation received during the
highest 60 consecutive months of the 120 months preceding retirement ('Final
Average Earnings'). The amount of the retirement benefit provided to a
participating employee under the Retirement Plan equals the product of the sum
of 1.05% of the participating employee's Final Average Earnings plus .45% of
those Final Average Earnings in excess of the average applicable Social Security
wage base at the date of retirement, multiplied by the number of years of
credited service of the employee with the Company or one of its participating
subsidiaries. Benefits under the Retirement Plan are not subject to any
deduction for Social Security benefits or other offset amounts. To the extent
that retirement benefits payable exceed limitations imposed by the Internal
Revenue Code of 1986, as amended (the 'Code'), with respect to payments from tax
qualified trusts, such excess amounts will not be paid from a qualified trust
fund but will be paid by the Company on an unfunded basis out of its general
assets.

The Company has adopted a Supplemental Retirement Income Plan for Executive
Officers (the 'Plan') under which the Personnel, Compensation and Nominating
Committee of the Board of Directors (the 'Committee') may from time to time
designate certain executive officers as covered participants if such officers
are (i) members of the Company's policy committee and/or (ii) hired at mid-
career and responsible for a significant segment of the Company's business. The
Plan currently covers ten policy committee members. The Plan provides for a
minimum pension upon retirement at age 65 (or earlier with approval of the
Committee) following at least 10 years of service of 40% of the participant's
average annual earnings, which include salary, vacation payments and annual
target bonus, during the highest 60 consecutive months of the 120 months
preceding retirement ('Average Pension Compensation') which increases by 1 1/2%
for each year of additional service up to a maximum of 55% of Average Pension
Compensation after 20 years of service. Payments under the Plan will be reduced
by (i) pensions under the Retirement Plan for Salaried Employees and the related
Supplemental Retirement Plan, (ii) any other pensions which may be payable by
other employers and (iii) one-half of the amount of primary Social Security
benefits. If an officer engages in certain competitive activity after
retirement, benefits under the Plan will terminate. The Plan provides that Mr.
McClelland shall receive a minimum annual pension equal to the higher of the
Plan's benefit or the sum of $22,400 plus any pension payable under the
Retirement Plan for Salaried Employees and the related Supplemental Retirement
Plan.

The following table shows the approximate annual pensions payable under all
the plans described to the executive officers named in the Summary Compensation
Table assuming retirement at age 65, whose Average Pension Compensation and
years of service at retirement would be in the classifications indicated. The
amounts shown have not been reduced by any pension payable by another employer
or Social Security benefits which are offsets to the pensions payable under the
Supplemental Retirement Income Plan for Executive Officers.

<TABLE>
<CAPTION>
PENSION PLAN TABLE
AVERAGE YEARS OF SERVICE
PENSION ------------------------------------------------------------
COMPENSATION 15 20 25 30 35
- ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 400,000 $190,000 $220,000 $220,000 $220,000 $220,000
$ 500,000 $237,500 $275,000 $275,000 $275,000 $275,000
$ 600,000 $285,000 $330,000 $330,000 $330,000 $330,000
$ 700,000 $332,500 $385,000 $385,000 $385,000 $385,000
$ 800,000 $380,000 $440,000 $440,000 $440,000 $440,000
$ 900,000 $427,500 $495,000 $495,000 $495,000 $495,000
$1,000,000 $475,000 $550,000 $550,000 $550,000 $550,000
$1,100,000 $522,500 $605,000 $605,000 $605,000 $605,000
$1,200,000 $570,000 $660,000 $660,000 $660,000 $660,000
$1,300,000 $617,500 $715,000 $715,000 $715,000 $715,000
$1,400,000 $665,000 $770,000 $770,000 $770,000 $770,000
</TABLE>

<PAGE>

<PAGE>
The calculation of the amounts shown assumes that the employee remains in
the service of the Company or one of its participating subsidiaries until age
65, that the retirement program is continued in its present form and that the
individual receives the benefits in the form of a single life annuity. As of
December 31, 1995, Messrs. Ballengee, Boekenheide, McClelland, Reed and Trice
were credited with 14, 19, 7, 26 and 32 years of service, respectively, under
the Retirement Plan, including credit for prior service with a subsidiary of the
Company in the case of Mr. Reed. The current compensation covered by the Plan is
$665,000 for Mr. Ballengee; $392,000 for Mr. Boekenheide; $1,051,000 for Mr.
McClelland; $517,000 for Mr. Reed; and $462,000 for Mr. Trice.

SEVERANCE ARRANGEMENTS

The individuals named in the Summary Compensation Table and five other
executive officers have executed individual severance agreements with the
Company. Each agreement provides that if, during the two-year period following a
'change in control of the Company,' the Company terminates the executive's
employment without 'cause' (other than for 'disability') or the executive
terminates his employment for 'good reason' (as such terms are defined in the
severance agreements), the executive will receive from the Company as a
severance benefit a lump sum payment equal to two times the sum of such
executive's annual salary and two times the amount of his normal bonus
opportunity (as such term is defined in the severance agreements). An executive
officer would also be entitled to continue to receive certain welfare insurance
benefits for two years. The Company will also make an additional payment to the
executive to ensure that the components of the severance benefit described above
that are multiples of salary and bonus will not be subject to net reduction due
to the imposition of excise taxes under section 4999 of the Code. The individual
severance agreements provide for the distribution to the executives of their
benefits under the Company's Supplemental Retirement Plan promptly following a
'change in control of the Company.' If a lump sum severance benefit becomes
payable, each executive officer party to such an individual severance agreement
shall receive an additional pension equal to the difference between (1) the
pension he would have received under the Company's Retirement Plan for Salaried
Employees (including any retirement benefits in excess of limitations imposed by
the Code paid on an unfunded basis from the Company's general assets) if he were
credited with two additional years of service under the Retirement Plan at an
annual compensation in each such year equal to his annual salary and his normal
annual bonus opportunity (as such terms are defined in the severance agreement),
and (2) the pension actually payable to him under the Retirement Plan.

PROPOSAL 2 -- RATIFICATLON OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP has been recommended by the Audit Committee and
appointed by the Board of Directors, subject to ratification by the
stockholders, to make an examination of the consolidated balance sheet of the
Company and its consolidated subsidiaries as of December 31, 1996 and the
related consolidated statements of income and cash flows for the year 1996, and
for such other purposes incidental thereto as may be required. Price Waterhouse
LLP has been the Company's independent accountants since 1977.

The Company expects that a representative of Price Waterhouse LLP will be
present at the meeting and will be available to respond to appropriate questions
from stockholders. The representative of Price Waterhouse LLP will have an
opportunity to make a statement at the meeting if he so desires.

PROPOSAL 3 -- STOCKHOLDER PROPOSAL

A stockholder has informed the Company that it intends to present the
proposal set forth below at the Annual Meeting. The name and address of the
stockholder and the number of shares of Common Stock held by such stockholder
will be furnished orally or in writing, as requested, promptly upon receipt of
any request. Such request may be directed to Dirk R. Soutendijk, Secretary of
the Company.

Your Board of Directors has carefully reviewed the following stockholder
proposal and recommends a vote AGAINST it.

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STOCKHOLDER RESOLUTION REGARDING
ENDORSEMENT OF THE CERES PRINCIPLES FOR
PUBLIC ENVIRONMENTAL ACCOUNTABILITY

WHEREAS WE BELIEVE:

Responsible implementation of a sound, credible environmental policy
increases long-term shareholder value by raising efficiency, decreasing clean-up
costs, reducing litigation, and enhancing public image and product
attractiveness;

Adherence to public standards for environmental performance gives a company
greater public credibility than following standards created by industry alone.
For maximum credibility and usefulness, such standards should reflect what
investors and other stakeholders want to know about the environmental records of
their companies;

Companies are increasingly being expected by investors to do meaningful,
regular, comprehensive and impartial environmental reports. These help investors
and the public to understand environmental progress and problems. Uniform
standards for environmental reports permit comparisons of performance over time.
They also attract new capital from investors seeking investments which are
environmentally responsible and responsive and which minimize risk of
environmental liability.

WHEREAS:

The Coalition for Environmentally Responsible Economies (CERES) -- which
comprises shareholders of this Company; public interest representatives, and
environmental experts -- consulted with corporations to produce the CERES
Principles as comprehensive public standards for both environmental performance
and reporting. Over 90 companies, including Sun [Oil], General Motors, H.B.
Fuller, and Polaroid, have endorsed these principles to demonstrate their
commitment to public environmental accountability. Fortune-500 endorsers say
that benefits of working with CERES are public credibility; 'value-added' for
the company's environmental initiatives; and advancement for the company's own
environmental program.

In endorsing the CERES Principles, a company commits to work toward:

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1. Protection of the biosphere 4. Energy conservation 7. Environmental restoration
2. Sustainable natural resource use 5. Risk reduction 8. Informing the public
3. Waste reduction and disposal 6. Safe products and services 9. Management commitment
10. Audits and reports
</TABLE>

[Full text of the CERES Principles and accompanying CERES Report Form obtainable
from CERES, 711 Atlantic Avenue, Boston MA 02110, tel: 617/451-0927].

RESOLVED: Shareholders request the Company to endorse the CERES Principles as a
part of its commitment to be publicly accountable for its
environmental impact.

SUPPORTING STATEMENT

Many investors support this resolution. Those sponsoring it have portfolios
totaling $75 billion. Others voting FOR it bring shareholder votes to 20-30% at
some companies. The number of public pension funds and foundations supporting
this resolution increases every year. The objectives are: standards for
environmental performance and disclosure; methods for measuring progress toward
these goals; and a format for public reporting of progress. We believe this is
comparable to the European Community regulation for voluntary participation in
verified and publicly-reported eco-management and auditing, and fully compatible
with ISO 14000 certification.

Endorsing the CERES Principles requires: (1) a letter stating the company's
endorsement, signed by a senior officer; (2) commitment to implement the
Principles; and (3) an annual environmental report in the format of the CERES
Report. This complements -- not supplants -- internal corporate environmental
policies and procedures.

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Your vote FOR this resolution will encourage public scrutiny of our
Company's environmental policies and reports and adherence to standards upheld
by management and stakeholders alike.

MANAGEMENT'S STATEMENT IN OPPOSITION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

Long before the CERES Coalition was formed, Union Camp had made a
commitment to environmental responsibility and sound resource management
strategies. That commitment continues today. Union Camp is a participant in a
number of industry programs with operational principles specifically tailored to
the businesses we conduct and the Company has voluntarily initiated programs
that go beyond legal requirements. These programs are particularly well suited
to making safety and stewardship of the environment part of our day-to-day
focus.

The Company shares the views of the proponent that a sound, credible
environmental policy can increase long-term stockholder value. However, a
significant difference between the Company's current environmental commitment
and the CERES Principles is the production of a report prescribed by CERES in a
format that is not tailored to the Company's operations. It is expensive to
compile, but adds little to our environmental and safety effort. Rather, the
Company believes it is more prudent for it to report its environmental
performance through its own initiatives in ways that represent all stockholders.
For example, the Company's publicly available environmental report, Union Camp
and the Environment: Nuturing the Legacy, highlights our performance, our
progress and our commitment to environmental quality. In addition, the Company
works with several community advisory councils in those communities where we
have a significant presence to regularly report our environmental progress and
to hear the concerns of our neighbors.

The Company is a participant in the American Forest and Paper Association's
('AF&PA') Environmental Health and Safety Principles which guide the actions of
paper and forest products companies in land stewardship, environmental
performance, energy conservation, education, training, research, communication
and reporting. Union Camp has adopted these principles as its own and annually
certifies its compliance with these principles as a condition of its AF&PA
membership. The Company's Chemical Group is a participant in the Chemical
Manufacturers Association ('CMA') Responsible Care Program'r' which commits the
Company, as a condition of its CMA membership, to continually improve
performance in the areas of health, safety and environmental quality. The
Company helped develop the AF&PA's Sustainable Forestry Initiative which
includes commitments for increased research and development, implementation of
enhanced wildlife habitat improvement programs, prompt reforestation,
conservation of biological diversity, improved water quality and protection of
unique and special sites. The Company has also agreed to support the Sustainable
Forestry Initiative as a condition of membership in the AF&PA.

In addition to these industry programs, Union Camp has voluntarily joined
the EPA's 33/50 program to reduce emissions of toxic air pollutants and EPA's
Green Lights program which involves switching to more efficient lighting.
Further, Union Camp creates its own programs to address its environmental
responsibilities. Union Camp's continuing research and development efforts in
water conservation methods led to the development and commercialization of a new
bleaching process which has important environmental advantages. The Company has
also been a leader in corporate land conservation efforts. Through its Land
Legacy program, the Company has donated over 84,000 acres of land for the
protection of historical, recreational or ecological values over the last two
decades. The Company continues its support of conservation through the
sponsorship of the Alexander Calder Conservation Award and the Gene Cartledge
Award for Excellence in Environmental Education. Through these awards,
administered in cooperation with The Conservation Fund, a national environmental
organization, individuals are recognized and encouraged for their efforts in
wildlife habitat protection and environmental education achievement.

Union Camp's commitments under these varied programs are substantially the
same as those called for by the CERES Principles, but our approach has
additional benefits. First, when the Company determines to commit to a program
it does so because it believes such action is in the best interest of all its
shareholders not just a single group. Second, there is a pride of ownership in
the Company's

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programs which have been designed and implemented by our employees, in
cooperation with other stakeholders. These programs are not static; they are
evolutionary, changing as challenges are met and new issues arise. This has
resulted in our work force having a level of commitment which would be difficult
to achieve if the Company adopted a third party's vision. Third, we believe we
are allocating our resources for maximum effectiveness. The industry programs
help to keep our knowledge current and allow us to share solutions with others
facing similar issues. Our own programs make environmental responsibility an
integral part of our every day business. Thus, the Company believes that
endorsing the CERES Principles would add costs but not value to its
environmental accomplishments and continuing commitment.

Accordingly, the Board of Directors recommends a vote AGAINST this
proposal. The accompanying proxy will be voted AGAINST the stockholder proposal
unless a contrary specification is made. The stockholder proposal will have been
adopted if more votes are cast in favor of it than are cast against it.

PROPOSAL 4 -- STOCKHOLDER PROPOSAL

Your Board of Directors has carefully reviewed the following stockholder
proposal and recommends a vote AGAINST it.

STOCKHOLDER RESOLUTION REGARDING PHASEOUT OF
CHLORINE FROM PAPER PRODUCTION PROCESS

WHEREAS Union Camp Corp. seeks to be an environmentally responsible
business; however the pulp manufacturing process used by the company involves
the use of organochlorines which result in unwanted by-products such as dioxins
and furans found to be harmful to human health and the environment;

WHEREAS dioxins and furans that bioaccumulate and/or persist in the
environment can result in or contribute to reproductive failure, birth defects,
developmental impairment, hormonal disruption, behavioral disorders, immune
suppression and cancer at low doses, and mixtures of these substances may cause
these effects at even lower doses;

WHEREAS the American Public Health Association has endorsed phaseout of
chlorine-based bleaches in the pulp and paper industry; in addition, in 1994,
the International Joint Commission on the Great Lakes recommended that the
United States and Canada develop a timetable to sunset the use of chlorine and
chlorine-containing compounds in industrial feedstocks. The IJC Great Lakes
Water Quality Agreement states 'we conclude that persistent toxic substances are
too dangerous to the biosphere and to humans to permit their release in any
quantity . . . . The limits on allowable quantities of these substances entering
the environment must be effectively zero, and the primary means to achieve zero
should be the prevention of their production, use and release rather than their
subsequent removal;'

WHEREAS the favored method of preventing continued contamination from
persistent or bioaccumulative toxic substances is to phase out their production
and use over time. Safe alternative methods of pulp manufacturing exist with
totally chlorine free paper production processes in use at several dozen plants
worldwide;

WHEREAS some paper companies have had to pay costly settlements of claims
of injury allegedly caused by dioxin and furan exposure which could negatively
impact shareholder value;

WHEREAS our company has already recognized the threat posed by dioxins and
furans by significantly reducing the use of organochlorines;

RESOLVED that the shareholders request the company establish a schedule for
the total phaseout of processes involving the use of organocholorines in its
pulp and paper manufacturing processes.

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<PAGE>
SUPPORTING STATEMENT

The company's actions to reduce organochlorines and the resulting dioxins
are commendable but current science suggests that no safe or acceptable exposure
to dioxin exists. The company could be materially affected by plaintiffs
downstream from company facilities seeking damages from dioxin exposure. Dioxins
have been shown to be extremely toxic substances. If the company is serious
about being an environmental leader, we believe it must go beyond current or
proposed regulations which reduce chlorine and use readily available technology
to eliminate the need for chlorine in paper production.

MANAGEMENT'S STATEMENT IN OPPOSITION

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

This resolution asks that stockholders request the Company to establish a
schedule for the total phase-out of processes involving the use of
organochlorines in its pulp and paper manufacturing processes. The Company uses
only two organochlorines in its manufacturing processes, neither of which is a
pulp bleaching agent. Their elimination would have no effect on the Company's
pulp bleaching processes. This is noteworthy because we have been led to believe
that what the proponent actually intended was to ask shareholders to request the
Company to establish a schedule to phase-out bleach pulp manufacturing processes
that generate organochlorines. Therefore, the remainder of this response assumes
the proposal really concerns the Company's pulp bleaching manufacturing
processes.

The Company is a world leader in bleaching technology. It invented the
C-Free'tm' pulp bleaching process which eliminates elemental chlorine from the
bleaching of pulp. It uses oxygen and ozone instead. The first commercial C-Free
pulp bleaching plant began operation in the Company's Franklin, Virginia mill in
1992. Using only a small amount of chlorine dioxide in its final stage, the
process reduces organochlorines by 99% or more. Additionally, it significantly
reduces other pollutants such as BOD and color. Most importantly, this
technology economically produces bleached pulp with the quality and brightness
required for printing and writing papers -- the major product focus of Union
Camp's Fine Paper Division.

Because of the significant capital costs associated with implementing new
technologies, the Company has chosen a deliberative approach which has enabled
it to conduct nearly continuous modernization programs which have successfully
balanced the costs and risks of change with the benefits of new technologies.
Deciding how and when to modernize the Company's manufacturing processes
involves sophisticated technical, marketing, financial and regulatory judgments
which a mechanistic phase-out schedule fails to consider and, accordingly, would
not, in our view, be consistent with the responsible management of the Company's
productive assets to which we are committed.

OTHER MATTERS

The Board of Directors has at this time no knowledge of any matters to be
brought before the meeting other than those referred to above. The Company's
bylaws provide that stockholders who wish to propose the transaction of any
business at the annual meeting must give the Company's Secretary written notice
of such intent containing the information required by the bylaws at least sixty
(60) days in advance of the day established by the bylaws as the date of the
annual meeting (the last Tuesday in April). However, if any other matters
properly come before the meeting, it is the intention of the persons named in
the accompanying form of proxy to vote said proxy in accordance with their
judgment on such matters.

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<PAGE>
STOCKHOLDER PROPOSALS

Any proposal of a stockholder for presentation at the 1997 Annual Meeting
of the Stockholders of the Company under the rules of the Securities and
Exchange Commission must be received by the Company not later than November 18,
1996 for inclusion in the Company's 1997 Proxy Statement and Proxy.

EXPENSES

All expenses in connection with solicitation of proxies will be borne by
the Company. In addition to the solicitation of proxies by use of the mails,
certain directors, officers and regular employees of the Company may solicit the
return of proxies in person and by telephone and other means of
telecommunication. The Company has retained D.F. King & Co., Inc., 77 Water
Street, New York, N.Y. 10005, to assist in the solicitation of proxies for which
the Company will pay a fee of $10,500 and will reimburse brokers and other
nominees for their expenses in forwarding soliciting material to beneficial
owners of the stock held of record by such persons.

By Order of the Board of Directors

DIRK R. SOUTENDIJK
Secretary

March 18, 1996

22
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<PAGE>
APPENDIX 1
PROXY CARD

[LOGO] UNION CAMP CORPORATION

Proxy Solicited by the Board of Directors for Annual Meeting of Stockholders
April 30, 1996

The undersigned hereby appoints W. CRAIG McCLELLAND, JAMES M. REED and DIRK R.
SOUTENDIJK, and each of them, proxies, with power of substitution and
revocation, to vote all Common Stock of UNION CAMP CORPORATION standing in the
name of the undersigned at the annual meeting of stockholders of said
corporation at the Hyatt Regency Savannah, Two West Bay Street, Savannah,
Georgia, on Tuesday, April 30, 1996 at 10:00 A.M., and any and all adjournments
thereof, with all the powers which the undersigned would possess if personally
present, upon and in respect of the following matters and in their discretion
for the transaction of such other business as may properly come before the
meeting; all as set forth in the Proxy Statement dated March 18, 1996.

SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE REVERSE
SIDE. IN THE ABSENCE OF ANY INSTRUCTIONS, SUCH SHARES WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES AS DIRECTORS, FOR THE RATIFICATION OF INDEPENDENT
ACCOUNTANTS, AND AGAINST THE TWO STOCKHOLDER PROPOSALS, ALL AS REFERRED TO ON
THE REVERSE SIDE.

(Continued, and to be SIGNED on the reverse side.)

UNION CAMP CORPORATION
P.O. BOX 11188
NEW YORK, N.Y. 10203-0188

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[ ]

The Board of Directors recommends a vote "FOR" Items 1 and 2.
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<S> <C> <C> <C>
(1) Election of Directors FOR all nominees WlTHHOLD AUTHORlTY to vote [ ] EXCEPTIONS [ ]
listed below [ ] for all nominees listed below

Nominees: G. Busbee, R. Cartledge and G. MacDougal
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the
"Exceptions" box and write that nominee's name in the space provided below.)

*Exceptions __________________________________________________________________

(2) Ratification of appointment of independent accountants. FOR [ ] AGAINST [ ] ABSTAIN [ ]

The Board of Directors recommends a vote "AGAINST" Items 3 and 4.

(3) Stockholder proposal to endorse the CERES Principles. (4) Stockhoider proposal to establish
a schedule to eliminate organochlorines.

FOR [ ] AGAINST [ ] ABSTAIN [ ] FOR [ ] AGAINST [ ] ABSTAIN [ ]

Please mark this box
if you plan to attend Change of Address
the annual meeting [ ] and/or Comments [ ]
in person Mark Here

Please sign exactly as your names appear. If Executor,
Trustee, etc., give full title. If stock is registered
in two names, both should sign.

Date: ____________________________________, 1996

________________________________________________
Signature(s)
________________________________________________
Signature(s)

Please Siqn, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
Votes MUST be Indicated
(x) In Black or Blue Ink. [ ]

</TABLE>

APPENDIX 2
LETTER TO PLAN PARTICIPANTS

March 15, 1996

TO: PARTICIPANTS HAVING COMPANY STOCK ALLOCATED TO THEIR
ACCOUNTS UNDER THE FOLLOWING PLANS:

The Union Camp Corporation Salaried Employees' Savings and
Investment Plan

The Union Camp Corporation Employees' Investment Plan

The Union Camp Corporation Employees' Savings and Investment Plan

The Union Camp Corporation Franklin Employee Investment Plan

The Union Camp Corporation Prattville Employee Investment Plan

The Union Camp Corporation Savannah Employee Investment Plan and

The Puerto Rico Container Company Employees' Savings Plan

Enclosed is a copy of Union Camp Corporation's 1995 Annual Report
and a copy of the Notice of the 1996 Annual Meeting and Proxy
Statement, together with a Confidential Voting Instructions form.

You are entitled to direct Bankers Trust Company, as Trustee of
each of the plans referred to above, how to vote the shares of
Union Camp Common Stock allocated to your plan account. Please
date, mark as appropriate and sign the enclosed Confidential
Voting Instructions form and return it in the enclosed envelope
to Bankers Trust Company, P.O. Box 500, Elizabeth, New Jersey
07207-9870. Bankers Trust Company will vote the shares in your
account as you direct. If you do not return the enclosed
Confidential Voting Instructions form, your shares will be voted
in the same proportions as shares are actually voted in either
(i) the Salaried Employees' Savings and Investment Plan, if you
are a participant in that plan, or (ii) the other plans.

Your vote is important. Please complete and return the Voting
Instructions form to Bankers Trust Company as soon as possible.

Very truly yours,

Dirk R. Soutendijk
Secretary

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