SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d)
of the Securities Exchange Act of 1934
For the year ended December 31, 1994
Commission file number 1-7911
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
JAMES RIVER CORPORATION OF VIRGINIA
STOCKPLUS INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
JAMES RIVER CORPORATION OF VIRGINIA
120 Tredegar Street, Richmond, Virginia 23219
JAMES RIVER CORPORATION OF VIRGINIA
STOCKPLUS INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTAL SCHEDULES, AND EXHIBITS
__________
Pages
Report of independent accountants 3
Financial statements:
Statements of net assets available for benefits,
with fund information as of December 31, 1994 and
1993 4-6
Statement of changes in net assets available for
benefits, with fund information for the year
ended December 31, 1994 7-8
Notes to financial statements 9-18
Supplemental schedules:
Assets held for investment purposes as of December
31, 1994 19
Party-in-interest transactions for the year ended
December 31, 1994 *
Obligations in default for the year ended December
31, 1994 *
Leases in default for the year ended December 31,
1994 *
Reportable transactions for the year ended December
31, 1994 20
Exhibits to Annual Report on Form 11-K 21
Signatures 22
__________
* There were no such transactions during the period specified.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
James River Corporation of Virginia:
We have audited the accompanying statements of net assets available for
benefits, with fund information, of the James River Corporation of
Virginia StockPlus Investment Plan (the "Plan") as of December 31, 1994
and 1993, and the related statement of changes in net assets available
for benefits, with fund information, for the year ended December 31,
1994. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits, with fund information, of the Plan as of December 31, 1994
and 1993, and the changes in net assets available for benefits, with
fund information, for the year ended December 31, 1994, in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes as of December 31,
1994 and reportable transactions for the year ended December 31, 1994
are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of net
assets available for benefits, with fund information, and the statement
of changes in net assets available for benefits, with fund information,
is presented for purposes of additional analysis rather than to present
the net assets available for benefits and changes in net assets
available for benefits of each fund. The supplemental schedules and
fund information have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion,
are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
July 5, 1995
<TABLE>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
December 31, 1994
Fund Information
<CAPTION>
James River Fidelity IDS New Stagecoach Pierpont
Stock Balanced Dimensions Inc. S&P 500 Bond
ASSETS Fund Fund Fund Stock Fund Fund
<S> <C> <C> <C> <C> <C>
Cash equivalents $13,404,417 $47,735 $87,690 $19,091 $7,669
Accrued interest receivable 19,997
Due from Trustee 385,047
Investments, at fair value:
James River Common Stock 284,383,569
Mutual funds 2,821,524 3,187,185 1,179,948 590,651
Guaranteed interest contracts
Common trust fund
Loans receivable from participants
Total investments 284,383,569 2,821,524 3,187,185 1,179,948 590,651
Total assets 298,193,030 2,869,259 3,274,875 1,199,039 598,320
LIABILITIES
Payable to James River
Total liabilities
Net assets available for benefits $298,193,030 $2,869,259 $3,274,875 $1,199,039 $598,320
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
December 31, 1994 (continued)
Fund Information
<CAPTION>
Executive T. Rowe
Pierpont Life Price Loans
Money Fixed Fixed to
Market Income Income Partici-
ASSETS Fund Fund Fund (1) pants Total
<S> <C> <C> <C> <C> <C>
Cash equivalents $9,021 $79 $13,575,702
Accrued interest receivable 7 20,004
Due from Trustee 385,047
Investments, at fair value:
James River Common Stock 284,383,569
Mutual funds 14,804,323 22,583,631
Guaranteed interest contracts $7,334,782 7,334,782
Common trust fund 11,383,592 11,383,592
Loans receivable from participants $15,297,117 15,297,117
Total investments 14,804,323 7,334,782 11,383,592 15,297,117 340,982,691
Total assets 14,813,344 7,334,782 11,383,678 15,297,117 354,963,444
LIABILITIES
Payable to James River 177,013 177,013
Total liabilities 177,013 177,013
Net assets available for benefits $14,813,344 $7,157,769 $11,383,678 $15,297,117 $354,786,431
(1) Formerly the Fixed Income Investment Fund.
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
December 31, 1993
Fund Information
<CAPTION>
James River Fixed
Common Stock Income Loans
Investment Investment to
ASSETS Fund Fund Participants Total
<S> <C> <C> <C> <C>
Cash equivalents $4,001,866 $945,097 $4,946,963
Accrued interest receivable 3,477 50,644 54,121
Investments, at fair value:
James River Common Stock 245,385,352 245,385,352
Guaranteed interest contracts 1,795,247 1,795,247
Common trust fund 7,499,531 7,499,531
Loans receivable from participants 522,035 $13,771,253 14,293,288
Total investments 245,907,387 9,294,778 13,771,253 268,973,418
Total assets 249,912,730 10,290,519 13,771,253 273,974,502
LIABILITIES
Due to participants for loans 457,135 (457,135) 0
Fund transfers in transit 178,293 (178,293) 0
Other liabilities 897,831 897,831
Total liabilities 1,533,259 (178,293) (457,135) 897,831
Net assets available for benefits $248,379,471 $10,468,812 $14,228,388 $273,076,671
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
for the year ended December 31, 1994
Fund Information
<CAPTION>
James River Fidelity IDS New Stagecoach Pierpont
Stock Balanced Dimensions Inc. S&P 500 Bond
Fund Fund Fund Stock Fund Fund
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributable to:
Investment income:
Cash dividends on James River
Common Stock and mutual funds $8,204,801 $33,471 $142,782 $14,479
Interest on mutual funds $9,023
Interest on common trust fund
Interest on cash equivalents 135,373
Interest on loans to participants 860,986
Total investment income 9,201,160 33,471 142,782 14,479 9,023
Net appreciation (depreciation) in
fair value of investments 19,599,310 (88,994) (182,322) (6,946) (8,438)
Contributions and deposits:
Deposits by participating
employees 26,662,461 496,969 802,162 200,047 65,885
Contributions by employer, before
reduction for forfeitures 15,707,006 99,241 63,398 25,765 18,782
Rollover contributions 76,853 106,233 94,510 12,059 10,051
Refund of contributions related
to highly compensated employees (243,308)
Total contributions and
deposits 42,203,012 702,443 960,070 237,871 94,718
Total additions 71,003,482 646,920 920,530 245,404 95,303
Deductions from net assets
attributable to:
Distributions to participants (35,301,439) (11,321) (71,567) (4,581) (52)
Forfeitures (51,191)
Administrative costs (47,052) (127) (246) (78) (38)
Total deductions (35,399,682) (11,448) (71,813) (4,659) (90)
Net increase (decrease) prior to
interfund transfers 35,603,800 635,472 848,717 240,745 95,213
Transfers between funds:
Transfers between investment funds (3,425,991) 2,215,287 2,389,571 966,333 503,072
Loans to participants (6,403,518) (8,359) (18,831) (21,191) (5,360)
Loan repayments 5,323,740 26,859 55,418 13,152 5,395
Total transfers between funds (4,505,769) 2,233,787 2,426,158 958,294 503,107
Net increase (decrease) in net assets
available for benefits, prior to
plan merger 31,098,031 2,869,259 3,274,875 1,199,039 598,320
Assets received from other plans 18,715,528
Net increase in net assets available
for benefits 49,813,559 2,869,259 3,274,875 1,199,039 598,320
Net assets available for benefits:
Beginning of year 248,379,471
End of year $298,193,030 $2,869,259 $3,274,875 $1,199,039 $598,320
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
for the year ended December 31, 1994 (continued)
Fund Information
<CAPTION>
Executive T. Rowe
Pierpont Life Price Loans
Money Fixed Fixed to
Market Income Income Partici-
Fund Fund Fund (1) pants Total
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributable to:
Investment income:
Cash dividends on James River
Common Stock and mutual funds $8,395,533
Interest on mutual funds $361,508 370,531
Interest on common trust fund $693,307 693,307
Interest on cash equivalents 135,373
Interest on loans to participants 860,986
Total investment income 361,508 693,307 10,455,730
Net appreciation (depreciation) in
fair value of investments 19,312,610
Contributions and deposits:
Deposits by participating
employees 99,974 28,327,498
Contributions by employer, before
reduction for forfeitures 18,126 15,932,318
Rollover contributions 128,809 428,515
Refund of contributions related to
highly compensated employees (6,436) (249,744)
Total contributions and
deposits 246,909 (6,436) 44,438,587
Total additions 608,417 686,871 74,206,927
Deductions from net assets
attributable to:
Distributions to participants (1,596,819) (3,039,060) $(621,733) (40,646,572)
Forfeitures (51,191)
Administrative costs (647) (1,570) (49,758)
Total deductions (1,597,466) (3,040,630) (621,733) (40,747,521)
Net increase (decrease) prior to
interfund transfers (989,049) (2,353,759) (621,733) 33,459,406
Transfers between funds:
Transfers between investment funds (2,497,747) (150,525) 0
Loans to participants (90,077) (41,230) 6,588,566 0
Loan repayments 22,854 11,420 (5,458,838) 0
Total transfers between funds (2,564,970) (180,335) 1,129,728 0
Net increase (decrease) in net assets
available for benefits, prior to
plan merger (3,554,019) (2,534,094) 507,995 33,459,406
Assets received from other plans 18,367,363 $7,157,769 3,448,960 560,734 48,250,354
Net increase in net assets available
for benefits 14,813,344 7,157,769 914,866 1,068,729 81,709,760
Net assets available for benefits:
Beginning of year 10,468,812 14,228,388 273,076,671
End of year $14,813,344 $7,157,769 $11,383,678 $15,297,117 $354,786,431
(1) Formerly the Fixed Income Investment Fund
The accompanying notes are an integral part of these financial statements.
</TABLE>
JAMES RIVER CORPORATION OF VIRGINIA
STOCKPLUS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan:
(a) General
The following description of the James River Corporation of
Virginia ("James River," the "Company," or the "Employer")
StockPlus Investment Plan, amended and restated effective
July 1, 1994 (the "Plan"), (formerly known as the James River
Corporation of Virginia Stock Purchase Plan) provides only
general information on the Plan in effect as of December 31,
1994. The Plan as in effect before July 1, 1994, is referred
to as the "Prior Plan." The Plan is a stock purchase plan
and generally full-time employees of James River and its
domestic subsidiaries are eligible to participate. Eligible
employees who elect to participate in the Plan are referred
to as "Participants." The amended and restated Plan offers
five new investment options to Participants in addition to
options available under the Prior Plan. The Plan is subject
to the provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"). Participants should refer
to the Plan agreement for a more complete description of the
Plan's provisions.
Also effective July 1, 1994, the James River II Salaried
Employees Retirement Savings Plan (the "JRII Plan") was
merged into the Plan. Net assets of $48,250,354 were
transferred to the Plan as a result of this merger.
Contributions to the JRII Plan were frozen in 1986. Persons
who had accounts in the JRII Plan immediately before July 1,
1994 are referred to as "Former JRII Employees." A Former
JRII Employee may invest in any of the available investment
funds the portion of his before-tax and after-tax
contribution accounts that is attributable to assets
transferred from the JRII Plan. Subject to certain
exceptions, other accounts transferred from the JRII Plan
shall be invested according to the rules in effect for
contributions made to the JRII Plan before July 1, 1994.
Subsequent to December 31, 1994, the Plan was amended and
restated effective January 1, 1995 (see Note 11(b)).
(b) Contributions
Prior to July 1, 1994, Participants elected to contribute,
through payroll deductions, from 1% to 10% of their earnings
to the Prior Plan to purchase James River common stock, $.10
par value ("James River Common Stock"). These contributions
were made (i) on an after-tax basis, (ii) on a before-tax
basis or (iii) under a combination of both methods.
Effective July 1, 1994, Participants in the Plan may elect to
contribute from 1% to 10% of their compensation through
payroll deductions; all contributions will be made as before-
tax contributions under Section 401(k) of the Internal
Revenue Code of 1986, as amended (the "Internal Revenue
Code"). Contributions will be invested by The Bank of New
York, the Plan's Trustee, into investment funds at the
direction of each Participant. Before-tax contributions made
by Participants who have not reached age 57 must be invested
in the James River Stock Fund, as defined in Note 1(d), in
order to receive matching contributions from the Company.
Participants who have not attained age 57 and who choose to
invest their before-tax contributions in an investment fund
other than the James River Stock Fund will not receive
matching contributions. Before-tax contributions of
Participants who have attained age 57 will be matched, even
if they are not invested in the James River Stock Fund.
The Company makes matching contributions on behalf of the
eligible Participants pursuant to the following schedule:
Participant Contribution Company Contribution
as a Percentage as a Percentage of
of Compensation Participant's Total
Contribution
1% 120%
2% 100%
3% 90%
4% 80%
5% 70%
6% 60%
The Company makes no matching contributions with respect to
the portion of a Participant's contributions that exceeds 6%
of the Participant's compensation.
(c) Vesting
Effective July 1, 1994, each Participant is 100% vested in
all of his Plan accounts. A Participant's vested accounts
may not be forfeited or refunded, except to meet anti-
discrimination requirements as described in Note 1(g).
(d) Investment Options
As of July 1, 1994, the following investment funds have been
established for the investment of Plan assets: (i) an
investment fund consisting primarily of James River Common
Stock (the "James River Stock Fund"), (ii) the Fidelity
Balanced Fund, (iii) the IDS New Dimensions Fund, (iv) the
Stagecoach Inc. S&P 500 Stock Fund, (v) the Pierpont Bond
Fund, and (vi) the Pierpont Money Market Fund. The Fidelity
Balanced Fund is a mutual fund which is invested in a broadly
diversified portfolio of high-yielding securities, including
common stocks, preferred stocks and bonds. The IDS New
Dimensions Fund is a mutual fund which is invested primarily
in common stocks of U.S. and foreign companies showing
potential for significant growth; the fund also invests in
preferred stocks, debt securities and money market
instruments. The Stagecoach Inc. S&P 500 Stock Fund is a
mutual fund which is invested in substantially the same
percentages of common stocks as the Standard & Poor's 500
Composite Stock Price Index. The Pierpont Bond Fund is a
mutual fund which is invested in the U.S. Fixed Income
Portfolio, an open-end management investment company; a
substantial portion of this fund is invested in bonds. The
Pierpont Money Market Fund is a mutual fund which is invested
in high quality U.S. dollar denominated securities which have
effective maturities of not more than 13 months.
In addition, the T. Rowe Price Fixed Income Fund (formerly
the Fixed Income Investment Fund under the Prior Plan), which
was frozen as of July 1, 1994, is invested in a managed pool
of guaranteed investment contracts and structured investment
contracts of various insurance companies and will continue
until July 1995.
Participants have the right to direct the investment of
certain of their Plan accounts and contributions into any of
the available investment funds, as described below.
A Participant who has not attained age 57 may elect to invest
his before-tax contributions made on or after July 1, 1994,
that are not matched by Company contributions in any of the
available investment funds. Before-tax contributions of up
to 6% of a Participant's compensation that are made on or
after July 1, 1994, and that are invested in the James River
Stock Fund will be matched (see Note 1(b)); these
contributions must remain in that fund until the earlier of
(i) the date on which they have been held in the Plan for 24
months or (ii) the date on which the Participant attains age
57. Matching contributions that are made on or after July 1,
1994, will be invested in the James River Stock Fund and must
remain in that fund until the Participant attains age 57.
Subject to certain exceptions, contributions made to the
Prior Plan before July 1, 1994, generally must remain
invested in the James River Stock Fund until the Participant
attains age 57.
Participants who have attained age 57 may direct the
investment of all their contributions and accounts, including
matching contributions, into any of the Plan's available
investment funds.
Certain funds previously held by the JRII Plan were
transferred to funds currently available under the Plan. The
U.S. Government Obligations Fund and the Discretionary Short-
Term Investment Fund were transferred into the Pierpont Money
Market Fund. The Fixed Income Investment Fund B was
transferred to the T. Rowe Price Fixed Income Fund. The
Executive Life Insurance Company Fixed Income Fund, formerly
the Fixed Income Investment Fund A under the JRII Plan, is
invested in a group annuity guaranteed interest contract
(also referred to as a "guaranteed investment contract")
issued by the Executive Life Insurance Company ("Executive
Life"). The Executive Life Fixed Income Fund is considered a
frozen investment fund, and no amounts may be contributed to
or transferred to that investment fund. In addition, no
transfers, loans, withdrawals, or distributions may be made
from the Executive Life Fixed Income Fund (see Note 3).
Participants may transfer certain assets previously held
under another tax-qualified plan into the Plan. Such assets
are held in a rollover account as defined in the Plan.
Participants may also elect to have certain distributions
transferred out of the Plan and paid directly to an eligible
tax-qualified plan.
(e) Participant Loans
Participants are permitted to borrow from the Plan amounts up
to one-half of the Participants' vested interest, subject to
a minimum of $1,000 and a maximum of $50,000. A loan may not
be made from a Participant's before-tax contributions that
were made on or after July 1, 1994, that were matched by
Company contributions, and that have not been held in the
Plan for 24 months. For accounting purposes, Plan assets
attributable to a Participant's individual account will be
liquidated to provide the funds to be loaned (see Note 2(e)).
Loans are repayable over a period of up to five years, except
for loans to purchase a primary residence, which may be
repaid over a period of up to ten years. Loans bear interest
at the prime rate in effect on the first day of the month in
which the loan application is received plus 1%. All
principal and interest payments made by a Participant are
credited to the investment funds in which the Participants'
account is invested. As of December 31, 1994, there were
4,315 Participants with outstanding loans. Prior to July 1,
1984, Participants were permitted to borrow funds from the
Company based on their participation in the Plan. All pre-
1984 Company loans outstanding were repaid as of September
29, 1994.
(f) Distributions and Withdrawals
Distributions are recorded when paid. If a Participant
retires or terminates employment, the Participant's accounts
will be distributed in one of the following forms selected by
the Participant: (i) a lump sum payment or (ii) monthly
installments over a certain period of time. If a
Participant's account balance has ever exceeded $3,500, a
distribution will not be made to the Participant before age
70 without the Participant's consent, and the Participant may
elect to postpone commencement of his benefits to a date not
later than his 70th birthday.
With limited exceptions, withdrawals may be made from a
Participant's account attributable to after-tax contributions
under the Prior Plan, the portion of Company after-tax
matching contributions held in the Plan for at least 24
months, and rollover contributions. Withdrawals from
Participants' accounts invested in the James River Stock Fund
are payable in whole shares of James River Common Stock, with
the value of fractional shares paid in cash, or entirely in
cash. The portion of a Participant's accounts that is
invested in other investment funds is payable in cash.
A Participant who reaches age 59-1/2 may elect a one-time
withdrawal of the entire balance in his accounts.
Participants who have not attained age 59-1/2 can only access
these contributions in the event of financial hardship.
A Participant who separates from employment is generally
entitled to a full distribution. In certain circumstances, a
Participant may defer distribution to a later date.
(g) Anti-Discrimination Requirements
The Plan is required to meet the anti-discrimination
requirements for highly compensated employees as set forth in
Section 401(k) of the Internal Revenue Code. For years in
which the Plan does not meet these requirements, the
provisions of the Plan require that a refund of employee
contributions be made to highly compensated employees within
two and one-half months after the close of the Plan year (see
Note 11(a)). Refunds made during the Plan year ended
December 31, 1994, have been reflected as a reduction of
contributions and deposits on the statement of changes in net
assets available for benefits, with fund information.
(h) Number of Participants
There were 22,101 and 23,776 Participants in the Plan as of
December 31, 1994 and 1993, respectively. For comparative
purposes, the number of Participants as of December 31, 1993,
include Former JRII Employees and Prior Plan Participants.
The number of Participants investing in each of the Plan's
funds as of those dates was as follows (Participants may be
included in more than one fund, as applicable):
1994 1993
James River Stock Fund 21,732 23,707
Fidelity Balanced Fund 848
IDS New Dimensions Fund 1,342
Stagecoach Inc. S&P 500 Stock Fund 458
Pierpont Bond Fund 190
Pierpont Money Market Fund 588
T. Rowe Price Fixed Income Fund 420 394
Executive Life Fixed Income Fund 556 567
U.S. Government Obligations Fund 520
Fixed Income Investment Fund B 113
Discretionary Short-Term Investment Fund 59
(i) Assets Received from Other Plans
These amounts represent account balances transferred to the
Plan on behalf of Former JRII Employees during 1994.
2. Summary of Significant Accounting Policies:
(a) Basis of Accounting
The financial statements of the Plan are prepared under the
accrual method of accounting.
(b) Cash Equivalents
All deposits of contributions to the Plan are initially
invested in an interest-bearing account pending their
investment in the available investment funds. Interest
earned on such investments is credited to the individual
Participant's accounts based on each Participant's account
balance. Cash equivalents are stated at cost which
approximates market value.
(c) Investment Valuation
The investment in James River Common Stock is stated at
market value, based on the closing price of the James River
Common Stock on the New York Stock Exchange Composite Tape on
the last trading day of the period. The number of shares of
Common Stock held by the Plan was 14,043,633 and 12,747,291
on December 31, 1994 and 1993, respectively. The closing
market price per share of the Common Stock was $20.25 and
$19.25 on December 31, 1994 and 1993, respectively.
Investments held in the Fidelity Balanced Fund, the
Stagecoach Inc. S&P 500 Stock Fund, the Pierpont Bond Fund
and the Pierpont Money Market Fund are stated at the market
value of shares held by the Plan as of year end. Investments
in the IDS New Dimensions Fund are reported at market value
or a reasonable approximation thereof, except for securities
maturing in 60 days or less which are valued at amortized
cost. The Executive Life guaranteed investment contract is
valued at an amount equal to contributions made under the
contract, plus accrued interest at the contract rate through
April 10, 1991, less the adjustment for the impairment of
value as discussed in Note 3 below.
Prior to July 1, 1990, contributions to the Fixed Income
Investment Fund were invested in flexible deposit guaranteed
investment contracts. As of December 31, 1993, these assets
were maintained in the Pan American Life Insurance Company
guaranteed interest contract deposit agreement (the "Pan
American Contract"). This agreement guaranteed an interest
rate of 8.9% until July 1, 1994, at which time all assets
were rolled into the T. Rowe Price Managed GIC Common Trust
Fund (the "T. Rowe Price Contract") by the Plan.
Since July 1, 1990, all contributions to the Fixed Income
Investment Fund have been invested in the T. Rowe Price
Contract. This investment contract earns interest based on
the average interest rate of a managed pool of guaranteed
investment contracts of various insurance companies. There
is no specified termination date of this contract; however, a
total Plan withdrawal from this investment contract requires
a 12-month waiting period before a complete distribution of
funds may occur. As of July 1, 1994, all additional
contributions and transfers to the T. Rowe Price Fixed Income
Fund were suspended and the Company notified the investment
fund that the Plan's investment contract with the fund will
terminate in July 1995. The T. Rowe Price Contract is
reported at fair value, based on the fair values of the
underlying assets of the fund.
Loans receivable from Participants are valued at the balance
of amounts due from Participants, plus accrued interest
thereon, which approximates fair value.
As of December 31, 1994, the assets of the plan were held
under an Agreement of Trust with The Bank of New York, New
York, New York (the "Trustee"). Wyatt Asset Services, Inc.,
Minneapolis, Minnesota, serves as recordkeeper for the Plan.
(d) Security Transactions and Related Investment Income
Security transactions are accounted for as of the trade date,
and dividend income is recorded as of the dividend record
date. Dividend income is allocated to the individual
Participant's accounts based on each Participant's share of
fund investments. The cost of securities sold is determined
on an average cost basis.
(e) Realized Gains (Losses) on Common Stock
When a Participant (i) borrows funds, (ii) makes a transfer
between funds, or (iii) receives a distribution from his
account, current cash contributions to the Plan are used to
provide the funds to be distributed or transferred. For
accounting purposes, the average cost basis of shares which
would have been sold by the Plan to provide funds for the
borrowing, transfer, or distribution is deducted from the
account of that Participant, and the value of such shares is
reallocated to the current Participants' contributions.
Accordingly, the Plan realizes a gain or loss for the
difference between the average cost basis of shares which
would have been sold and the fair value of such shares on the
distribution date.
(f) Contributions and Deposits
Employee contributions are recorded as of the date the
contributions are withheld from employees' compensation.
Employer contributions are based on amounts withheld from
participating employees' wages and are therefore recorded as
of the date the employees' contributions are withheld. Funds
are transferred to the Trustee promptly after the date
withheld for employee contributions and once a week for
employer contributions.
(g) Withdrawals
Withdrawals from the Plan by Participants are presented at
the fair value of the distributed investments, plus cash paid
in lieu of fractional shares where applicable.
(h) Net Appreciation (Depreciation) in Fair Value of Investments
Net appreciation or depreciation in the fair value of the
investments consists of (i) unrealized appreciation or
depreciation of investments held by the Plan, (ii) realized
gains or losses on the sale of James River Common Stock and
other Plan investments (see Note 2(e)) and (iii) unrealized
appreciation or depreciation resulting from investments
distributed to Participants. Such amounts are allocated to
the individual Participant's accounts based on each
Participant's share of fund investments.
(i) Reclassifications
Certain amounts in the prior year's financial statements have
been reclassified to conform to the current year's
presentation.
3. Investment in Executive Life Guaranteed Investment Contract
On April 11, 1991, the California Insurance Commissioner obtained
a court order placing Executive Life in conservatorship and under
his exclusive control. Part of the court order imposed a
moratorium upon surrenders, policy loans, transfers of account
balances, and similar cash disbursement transactions.
Accordingly, as a result of the court mandated moratorium,
Participants holding balances in the Executive Life Fixed Income
Fund who had not transferred such balances to other eligible funds
within the JRII Plan prior to January 1, 1991, are now prohibited
from making withdrawals, loans, fund transfers, or final
distributions from this fund until such time as the California
court permits cash withdrawals. The Plan accrued interest income
under the Executive Life guaranteed investment contract at the
stated contract rate through April 10, 1991, after which date no
additional investment income has been recorded. Based upon
information available, an adjustment of $1,294,373 was recorded as
of December 31, 1993, for the impairments of value of the Plan's
investment in the Executive Life guaranteed investment contract.
The Plan's management believes the investment balance amount in
the December 31, 1994, financial statements reflects a reasonable
estimate of the recoverable amount.
4. Plan Termination:
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA.
5. Reconciliation of Financial Statements to Form 5500:
Beginning in 1993, the Plan changed its method of accounting for
distributions that have been processed and approved for payment,
but not yet paid as of the Plan's year end. In accordance with
authoritative literature, such distributions are excluded in the
determination of distributions to Participants.
The following is a reconciliation of distributions to Participants
per the financial statements to the Form 5500 filed for the Plan:
Year Ended
December 31, 1994
Distributions to Participants per
the financial statements $40,646,572
Amounts allocated to withdrawing
Participants as of December 31, 1993 (4,636,814)
Distributions to Participants per
the Form 5500 $36,009,758
6. Separate Investment Fund Option Information:
In September 1994, the American Institute of Certified Public
Accountants issued Practice Bulletin 12, "Reporting Separate
Investment Fund Option Information of Defined-Contribution Plans"
(the "Practice Bulletin"). The Practice Bulletin requires the
Plan to present investment fund option information segregated by
participant-directed and nonparticipant-directed categories.
Nonparticipant-directed net assets available for benefits in the
James River Stock Fund were approximately $199,401,679 and
$214,650,843 as of December 31, 1994 and 1993, respectively.
Nonparticipant-directed activity in the James River Stock Fund for
1994 included investment income of approximately $7,042,568, net
appreciation in fair value of investments of approximately
$15,001,312, contributions of approximately $26,589,450,
distributions of approximately $21,663,138, assets received from
other plans of approximately $10,443,265, and other deductions of
approximately $279,322. Only the James River Stock Fund includes
such nonparticipant-directed amounts. Due to changes in the Plan
resulting from the July 1, 1994, amendment and restatement,
certain Participant contributions of approximately $52,383,299
were recharacterized from nonparticipant-directed to participant-
directed.
7. Units and Unit Values
Effective July 1, 1994, the James River Stock Fund was converted
to a unitized, daily-valued fund. In addition, the Fidelity
Balanced Fund, the IDS New Dimensions Fund, the Stagecoach Inc.
S&P 500 Stock Fund, the Pierpont Bond Fund and the Pierpont Money
Market Fund are also accounted for on a unitized basis. The
number of units, calculated daily by the recordkeeper, and unit
values of net assets as of December 31, 1994, were:
Units Unit Values
James River Stock Fund 14,684,784 $20.31
Fidelity Balanced Fund 233,414 $12.29
IDS New Dimensions Fund 245,111 $13.36
Stagecoach Inc. S&P 500
Stock Fund 117,183 $10.23
Pierpont Bond Fund 63,759 $9.38
Pierpont Money Market Fund 14,813,344 $1.00
T. Rowe Price Fixed
Income Fund 11,383,678 $1.00
8. Tax Status:
The Internal Revenue Service has issued a favorable determination
letter with respect to the qualification of the Prior Plan under
Section 401(a) of the Internal Revenue Code. The Plan
administrator and the Plan's tax counsel believe that the amended
and restated Plan is designed to comply with the applicable
requirements of the Internal Revenue Code. The Plan administrator
will request an updated determination letter from the Internal
Revenue Service by September 1995.
9. Administrative Expenses:
Significant expenses of administering the Plan are borne by James
River, which are partially offset by certain fees charged to the
Participant's accounts including but not limited to: (i) a $2.50
quarterly fee per Participant, (ii) a $35 Participant loan
origination fee and a $10 annual maintenance fee related to
Participant loans and (iii) a $35 transaction fee for certain
withdrawals and distributions. Administrative expenses related to
the Pan American and the T. Rowe Price Contracts are paid by the
Plan.
10. Concentration of Credit Risk:
Financial instruments which potentially subject the Plan to
concentrations of credit risk consist of temporary cash
investments held by the Trustee in excess of the Federal Deposit
Insurance Corporation insurance limit and investments in the
Fidelity Balanced Fund, the IDS New Dimensions Fund, the
Stagecoach Inc. S&P 500 Stock Fund, the Pierpont Bond Fund, the
Pierpont Money Market Fund, the T. Rowe Price Contract and the
Executive Life guaranteed investment contract. Credit and market
risk associated with these instruments relates to the performance
of the underlying investments. The Plan has no formal policy
requiring collateral to support the financial instruments subject
to credit risk.
11. Subsequent Event:
(a) Refund of Contributions Related to Highly Compensated Employees
In order to meet the anti-discrimination test pursuant to
Section 401(k) of the Internal Revenue Code, a refund of
$1,120,795 of employee contributions was made to highly
compensated employees during 1995 with respect to the 1994
Plan year in accordance with Plan Provisions.
(b) The following Plan amendments were effective January 1, 1995:
(i) Investment of Contributions and Accounts
The after-tax contributions account of a Participant who
has not yet attained age 57 may be invested in any of the
Plan's available investment funds. Before January 1,
1995, such account could only be invested in the James
River Stock Fund. The after-tax matching contributions
account of a Participant who has not yet attained age 57
must remain invested in the James River Stock Fund.
(ii) Voting, Tender and Exercise of Other Rights
If timely instructions are not received from a Participant,
the Trustee shall vote, tender or exercise similar rights
with respect to shares of James River Common Stock in the
Participant's account in such manner as the Trustee deems
appropriate.
(iii) Distributions
A Participant's accounts will be distributable when he
retires, dies, terminates employment, or incurs a
permanent disability, as defined in the Plan.
In addition, the portion of a Participant's account that
is transferred from another plan to this Plan and that is
subject to the qualified joint and survivor annuity rules
of Sections 401(a) (11) and 417 of the Internal Revenue
Code (known as the "J&S Account") shall be paid through an
annuity from the Plan or a purchased commercial annuity
for a Participant whose vested account balance has ever
exceeded $3,500, unless the Participant and his spouse (if
applicable) elect otherwise.
(iv) Mergers into the StockPlus Investment Plan
Effective on or around April 1, 1995, the following
defined contribution plans were merged into the Plan: (i)
the Specialty Papers Company Profit Sharing Plan, (ii) the
James River - Ridgway Corporation Profit Sharing and
Incentive Savings Plan, (iii) the Diamond Occidental
Forest Inc. Employee Savings Plan and (iv) the Rampart
Packaging, Inc. Salary Deferral Plan (collectively, the
"Prior Subsidiary Plans").
Contributions made to the Prior Subsidiary Plans were
frozen at various dates between 1987 and 1993. Persons
who had accounts in these plans immediately prior to April
1, 1995, are referred to as "Former Subsidiary Employees."
In general, a Former Subsidiary Employee may invest in any
of the available funds the portion of his accounts that is
attributable to assets transferred from his respective
plan. Loans to Former Subsidiary Employees from the Prior
Subsidiary Plans that were outstanding as of April 1,
1995, will remain outstanding until paid or otherwise
satisfied according to their terms.
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1994
Identity of Issue Description of Cost Current
Investment Value
Cash equivalents Interest rate -- $13,575,702 $13,575,702
variable
James River 14,043,633 shares 319,769,990 284,383,569
Corporation of
Virginia Common
Stock, $.10 par
value
Fidelity Balanced Interest in mutual 2,910,131 2,821,524
Fund funds at $12.29
per unit
IDS New Dimensions Interest in mutual 3,367,106 3,187,185
Fund funds at $13.29
per unit
Stagecoach Inc. Interest in mutual 1,195,335 1,179,948
S&P 500 Stock Fund funds at $10.22
per unit
Pierpont Bond Fund Interest in mutual 600,443 590,651
funds at $9.55
per unit
Pierpont Money Interest in mutual 14,804,323 14,804,323
Market Fund funds at $1.00
per unit
T. Rowe Price Managed GIC Common 11,383,592 11,383,592
Trust Fund; interest
rate -- average of
managed pool; maturity
date -- July 1, 1995
Executive Life Trust fund; interest 8,629,155 7,334,782
Insurance Company rate -- variable based
on 30 day Treasury
Bill rates; various
maturity dates
Participant loans Interest rate -- 6% to -- 15,297,117
13%; various maturity
dates
<TABLE>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1994
<CAPTION>
Expense
Incurred
Number of with
Identity of Party Involved Purchase Selling Transac- Transac- Net Gain
/Description of Asset Price Price tions tions Cost (Loss)
<S> <C> <C> <C> <C> <C> <C>
I. Single transaction in
excess of 5%:
Pierpont Money
Market Fund $17,358,943 -- 1 -- $17,358,943 --
II. Series of transactions
other than securities
in excess of 5%:
None
III. Series of transactions
involving securities
in excess of 5%:
James River
Corporation
of Virginia
Common Stock 19,560,636 -- 14 $41,918 19,560,636 --
-- 11,424,190 474 -- 11,711,239 (287,050)
Nations Prime
Portfolio Trust
A Shares 12,584,790 -- 39 -- 12,584,790 --
-- 16,586,943 36 -- 16,586,943 --
Bank of New York
Collective Short
Term Investment Fund 45,562,024 -- 101 -- 45,562,024 --
-- 36,672,389 98 -- 36,672,389 --
Pierpont Money
Market Fund 19,899,666 -- 50 -- 19,899,666 --
-- 5,095,343 49 -- 5,095,343 --
IV. Security transactions
with a party involved
in a single reportable
transaction:
None
</TABLE>
EXHIBITS TO ANNUAL REPORT ON FORM 11-K
The exhibits listed below are filed as part of this Annual Report on
Form 11-K. Each exhibit is listed according to the number assigned to
it in the Exhibit Table of Item 601 of Regulation S-K.
Exhibit
Number Description
4(a) James River Corporation of Virginia StockPlus Investment
Plan, amended and restated effective July 1, 1994 and January
1, 1995 -- filed herewith.
23 Consent of Independent Accountants -- filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the members of the Committee which administers the Plan have duly
caused this annual report to be signed by the undersigned hereunto duly
authorized.
JAMES RIVER CORPORATION OF VIRGINIA
STOCKPLUS INVESTMENT PLAN
June 24, 1995 /s/Michael J. Allan
Committee Member - Michael J. Allan
June 24, 1995 /s/Joseph L. Fischer
Committee Member - Joseph L. Fischer
June 24, 1995 /s/Daniel J. Girvan
Committee Member - Daniel J. Girvan
June 24, 1995 /s/Stephen E. Hare
Committee Member - Stephen E. Hare
June 24, 1995 /s/Joseph T. Piemont
Committee Member - Joseph T. Piemont
June 24, 1995 /s/Robert C. Williams
Committee Member (Chairman) - Robert C. Williams
Exhibit 4(a)
JAMES RIVER CORPORATION OF VIRGINIA
STOCKPLUS INVESTMENT PLAN
Amended and Restated Effective July 1, 1994 and January 1, 1995
<PAGE>
TABLE OF CONTENTS
Page
SECTION I
ESTABLISHMENT OF THE STOCKPLUS INVESTMENT PLAN. . . . 1
SECTION II
DEFINITIONS . . . . . . . . . . . . 2
2.1 Account . . . . . . . . . . . . . . . . . . . 2
2.2 Affiliated Company. . . . . . . . . . . . . . 2
2.3 Before-Tax Contributions. . . . . . . . . . . 2
2.4 Beneficiary . . . . . . . . . . . . . . . . . 2
2.5 Board . . . . . . . . . . . . . . . . . . . . 3
2.6 Canadian Employee . . . . . . . . . . . . . . 3
2.7 Company . . . . . . . . . . . . . . . . . . . 3
2.8 Company Stock . . . . . . . . . . . . . . . . 3
2.9 Company Stock Fund. . . . . . . . . . . . . . 3
2.10 Compensation. . . . . . . . . . . . . . . . . 3
2.11 Effective Date. . . . . . . . . . . . . . . . 4
2.12 Employee. . . . . . . . . . . . . . . . . . . 4
2.13 Employer or Employers . . . . . . . . . . . . 4
2.14 ERISA . . . . . . . . . . . . . . . . . . . . 4
2.15 Highly Compensated Employee . . . . . . . . . 4
2.17 Insider . . . . . . . . . . . . . . . . . . . 5
2.18 Internal Revenue Code . . . . . . . . . . . . 5
2.19 J&S Account . . . . . . . . . . . . . . . . . 5
2.20 Leave of Absence. . . . . . . . . . . . . . . 5
2.21 Matching Contributions. . . . . . . . . . . . 5
2.22 Participant . . . . . . . . . . . . . . . . . 5
2.23 Permanent Disability. . . . . . . . . . . . . 5
2.24 Plan. . . . . . . . . . . . . . . . . . . . . 6
2.25 Plan Administrator. . . . . . . . . . . . . . 6
2.26 Plan Year . . . . . . . . . . . . . . . . . . 6
2.27 Prior Plan. . . . . . . . . . . . . . . . . . 6
2.28 Qualified Joint and Survivor Annuity. . . . . 6
2.29 Qualified Pre-Retirement Survivor Annuity . . 6
2.30 Retirement Date . . . . . . . . . . . . . . . 6
2.31 Rule 16b-3. . . . . . . . . . . . . . . . . . 6
2.32 Service . . . . . . . . . . . . . . . . . . . 7
2.33 Single Life Annuity . . . . . . . . . . . . . 7
2.34 Taxable Compensation. . . . . . . . . . . . . 7
2.35 Trust Agreement . . . . . . . . . . . . . . . 8
2.36 Trustee . . . . . . . . . . . . . . . . . . . 8
2.37 Trust Fund. . . . . . . . . . . . . . . . . . 8
2.38 Valuation Date. . . . . . . . . . . . . . . . 8
SECTION III
PARTICIPATION. . . . . . . . . . . . 9
3.1 Participation in the Salary Reduction Plan. . 9
3.2 Application for Participation . . . . . . . . 9
3.3 Duration of Participation; Reemployment . . . 10
SECTION IV
CONTRIBUTIONS. . . . . . . . . . . . 11
4.1 Before-Tax Contributions. . . . . . . . . . . 11
4.2 Matching Contributions. . . . . . . . . . . . 11
4.3 Elections as to Contributions; Changes. . . . 12
4.4 Time and Manner of Payment of
Contributions . . . . . . . . . . . . . . . . 13
SECTION V
ACCOUNTS . . . . . . . . . . . . . 14
5.1 Participants' Accounts. . . . . . . . . . . . 14
5.2 Allocation of Contributions . . . . . . . . . 14
5.3 Annual Addition and Benefit Limitations . . . 14
5.4 Anti-Discrimination Test for Before-Tax
Contributions . . . . . . . . . . . . . . . . 16
5.5 Anti-Discrimination Test for Matching
Contributions.. . . . . . . . . . . . . . . . 18
5.6 Highly Compensated Employees. . . . . . . . . 20
5.7 Distribution of Excess Contributions. . . . . 22
5.8 Correction of Error . . . . . . . . . . . . . 23
SECTION VI
VESTING AND DISTRIBUTION OF ACCOUNTS . . . . . . 24
6.1 Vested Interest . . . . . . . . . . . . . . . 24
6.2 Distribution Upon Termination of
Employment. . . . . . . . . . . . . . . . . 24
6.3 Death . . . . . . . . . . . . . . . . . . . . 24
6.4 Form and Time of Payment. . . . . . . . . . . 24
6.5 Reemployed Participants . . . . . . . . . . . 27
6.6 Benefits to Minors and Incompetents . . . . . 28
6.7 Location of Missing Participants. . . . . . . 28
6.8 No Guarantee of Values. . . . . . . . . . . . 29
6.9 Eligible Rollover Distributions . . . . . . . 29
6.10 Qualified Joint and Survivor Annuity Rules. . 30
SECTION VII
WITHDRAWALS AND LOANS. . . . . . . . . . 34
7.1 Hardship Withdrawals. . . . . . . . . . . . . 34
7.2 Withdrawals During Employment . . . . . . . . 36
7.3 Withdrawals During Employment by Canadian
Employees . . . . . . . . . . . . . . . . . . 37
7.4 Loans . . . . . . . . . . . . . . . . . . . . 38
7.5 Outstanding Prior Plan Loans. . . . . . . . . 41
7.6 Insiders. . . . . . . . . . . . . . . . . . . 41
SECTION VIII
TRUST ARRANGEMENTS. . . . . . . . . . . 42
8.1 Appointment of Trustee. . . . . . . . . . . . 42
8.2 Appointment of Investment Managers. . . . . . 42
SECTION IX
INVESTMENT OF ACCOUNTS. . . . . . . . . . 43
9.1 Investment Funds. . . . . . . . . . . . . . . 43
9.2 Investment of Accounts by Participants
Under Age 57. . . . . . . . . . . . . . . . . 43
9.3 Investment of Accounts by Participants Who
Have Attained Age 57. . . . . . . . . . . . . 45
9.4 Directed Investments. . . . . . . . . . . . . 45
9.5 Limitations on Directed Investments . . . . . 47
9.6 Application to Beneficiaries and Alternate
Payees. . . . . . . . . . . . . . . . . . . . 47
9.7 Order of Withdrawals and Loans from the
Investment Funds. . . . . . . . . . . . . . . 47
9.8 Limitation on Insiders' Interests in
Company Stock . . . . . . . . . . . . . . . . 48
9.9 Voting, Tender and Exercise of Similar
Rights with Respect to Company Stock. . . . . 48
9.10 Management of the Company Stock Fund. . . . . 48
9.11 Allocation of Income. . . . . . . . . . . . . 49
SECTION X
GENERAL PROVISIONS. . . . . . . . . . . 50
10.1 Nonalienation of Benefits . . . . . . . . . . 50
10.2 Merger or Consolidation . . . . . . . . . . . 50
10.3 No Contract of Employment . . . . . . . . . . 50
10.4 Non-Reversion . . . . . . . . . . . . . . . . 50
10.5 Construction and Severability . . . . . . . . 51
10.6 Delegation of Authority . . . . . . . . . . . 51
10.7 Changes in Capital Structure. . . . . . . . . 51
10.8 Receipt of Rollovers and Trustee-to-Trustee
Transfers . . . . . . . . . . . . . . . . . . 51
10.9 Gender and Number . . . . . . . . . . . . . . 52
10.10 Plan Merger . . . . . . . . . . . . . . . . . 52
SECTION XI
PLAN ADMINISTRATION . . . . . . . . . . 53
11.1 Plan Administrator. . . . . . . . . . . . . . 53
11.2 Responsibilities. . . . . . . . . . . . . . . 53
11.3 Delegation of Duties. . . . . . . . . . . . . 54
11.4 Expenses. . . . . . . . . . . . . . . . . . . 54
11.5 Compensation. . . . . . . . . . . . . . . . . 55
11.6 Facility of Payment . . . . . . . . . . . . . 55
11.7 Benefit Claims Procedure. . . . . . . . . . . 55
11.8 Domestic Relations Orders . . . . . . . . . . 56
SECTION XII
AMENDMENT OF PLAN. . . . . . . . . . . 58
12.1 Reserved Power to Modify, Suspend or
Terminate . . . . . . . . . . . . . . . . . . 58
12.2 Amendment Requiring Shareholder Approval. . . 58
12.3 Distribution on Termination of Plan . . . . . 58
SECTION XIII
ADOPTION OF PLAN BY AFFILIATED COMPANIES . . . . . 59
13.1 Adoption of the Plan. . . . . . . . . . . . . 59
13.2 Withdrawal. . . . . . . . . . . . . . . . . . 59
13.3 Sale of Employer or Division. . . . . . . . . 59
SECTION XIV
TOP HEAVY. . . . . . . . . . . . . 60
14.1 Top Heavy . . . . . . . . . . . . . . . . . . 60
14.2 Minimum Allocation. . . . . . . . . . . . . . 61
14.3 Compensation Limitation . . . . . . . . . . . 61
14.4 Benefit and Contribution Limitations. . . . . 62
APPENDIX A Merger of the James River II Salaried Employees
Retirement Savings Plan into the StockPlus
Investment Plan
APPENDIX B Merger of the Specialty Papers Company Profit
Sharing Plan into the StockPlus Investment Plan
APPENDIX C Merger of the James River - Ridgway Corporation
Profit Sharing and Incentive Savings Plan into
the StockPlus Investment Plan
APPENDIX D Merger of the Diamond Occidental Forest Inc.
Employee Savings Plan into the StockPlus
Investment Plan
APPENDIX E Merger of the Paper Art Company, Inc. 401(k)
Profit Sharing Plan into the StockPlus
Investment Plan
APPENDIX F Merger of the Paper Art Company, Inc. 401(k)
Plan for Bargaining Unit Employees into the
StockPlus Investment Plan
APPENDIX G Merger of the Rampart Packaging, Inc. Salary
Deferral Plan into the StockPlus Investment Plan
<PAGE>
SECTION I
ESTABLISHMENT OF THE STOCKPLUS INVESTMENT PLAN
James River Corporation of Virginia (the "Company")
maintains the James River Corporation of Virginia StockPlus
Investment Plan (formerly known as the Stock Purchase Plan) (the
"Plan") for the benefit of its eligible Employees and the
eligible Employees of its Affiliated Companies.
The Company restated the Plan as of July 1, 1994 and changed
the name of the Plan to the "James River Corporation of Virginia
StockPlus Investment Plan". The Company hereby again amends and
restates the Plan as of July 1, 1994, with certain provisions to
be effective as of January 1, 1995. The Plan, as amended and
restated, is intended to be a qualified profit sharing plan under
Sections 401(a) and 401(k) of the Internal Revenue Code. The
Plan is also intended, to the extent permissible, to qualify as a
Section 404(c) plan for the purposes of the Employee Retirement
Income Security Act of 1974, as amended.
<PAGE>
SECTION II
DEFINITIONS
Whenever used in the Plan, the following terms shall have
the meanings set forth below unless otherwise expressly provided:
2.1 Account means a Participant's interest in the Trust
Fund, which shall consist of the Participant's Accounts described
in Section 5.1.
2.2 Affiliated Company means (a) any organization under
common control (as described in Sections 414(b) and (c) of the
Internal Revenue Code) with the Company or (b) any organization
that is a member of an affiliated service group (as described in
Section 414(m) of the Internal Revenue Code) of which the Company
is a member.
2.3 Before-Tax Contributions means contributions made by an
Employer pursuant to Section 4.1.
2.4 Beneficiary means the person or entity who is to
receive any benefits payable from the Plan on account of a
Participant's death, as follows:
(a) If the Participant is married, the Beneficiary is
the Participant's surviving spouse and no written
designation is required. If the Participant is not married,
or if the Participant is married and the spouse consents,
the Beneficiary is the person designated to receive such
benefits.
(b) If, at the time of his death, a Participant has no
spouse or designated Beneficiary, the Beneficiary is the
personal representative of the Participant's estate,
provided that satisfactory evidence of the appointment of a
personal representative is furnished to the Plan
Administrator within 90 days after the Participant's death.
If no such evidence is received by the Plan Administrator,
then the deceased Participant's Beneficiary shall be the
Participant's distributees, as provided by law.
(c) A Participant may designate a person or entity to
be his Beneficiary by filing a properly completed and
executed form for this Plan with the Plan Administrator. If
a plan is merged into this Plan, Beneficiary designations
made with respect to this Plan and the Beneficiary
designation provisions of this Plan shall be controlling and
shall supersede any beneficiary designations made with
respect to the prior plan.
(d) The interpretation of the Plan Administrator with
respect to the designation of a Beneficiary shall be binding
and conclusive upon all parties, and no person who claims to
be a Beneficiary or any other person shall have the right to
question any action of the Plan Administrator that, in the
judgment of the Plan Administrator, fulfills the intent of
the Participant who filed the designation. A Participant's
Beneficiary is bound by the terms of the Plan.
2.5 Board means the Board of Directors of the Company.
2.6 Canadian Employee means an Employee of James River-
Marathon, Ltd., Canada Cup, Inc., or any other Canadian Employer.
2.7 Company means James River Corporation of Virginia and
any successor by merger or otherwise.
2.8 Company Stock means common stock issued by the Company.
2.9 Company Stock Fund means the investment fund maintained
under the Plan for the investment of Participants' Accounts in
shares of Company Stock.
2.10 Compensation means total wages paid or otherwise
payable in cash to an Employee by his Employer during a Plan Year
for personal services, but excluding payments under any
severance, salary continuation or layoff program, bonuses,
director's fees, reimbursement of moving expenses, compensation
received in connection with insurance, stock options or other
benefit plans, and any deferred compensation or other plan or
program of deferred compensation. Compensation shall be
determined as follows:
(a) Notwithstanding the foregoing, salary continuation
payments made on account of a salaried Employee's
termination of employment before July 1, 1994 shall be taken
into account to the extent described in the Prior Plan.
(b) Compensation shall be determined without regard to
any reduction in remuneration resulting from an election to
have Before-Tax Contributions made on an Employee's behalf
pursuant to the Plan.
(c) In the case of an Employee who is employed by two
or more Employers, the Employee's aggregate Compensation
from all Employers shall be deemed to be his Compensation.
Effective for Plan Years beginning after December 31, 1993,
the total amount of annual Compensation taken into account
under the Plan for an Employee may not exceed $150,000, or
an adjusted amount determined pursuant to Sections
401(a)(17) and 415(d) of the Internal Revenue Code.
(d) For purposes of the anti-discrimination tests of
Sections 5.4 and 5.5, "Compensation" means compensation for
services performed for the Employer that is currently
includable in gross income, increased by the Employee's
Before-Tax Contributions, elective contributions under a
cafeteria plan and elective contributions under other
arrangements permitted to be included under Section 414(s)
of the Internal Revenue Code.
2.11 Effective Date means, for the amended and restated
Plan, except where indicated otherwise, July 1, 1994. The
original effective date of the Plan was June 29, 1973.
2.12 Employee means a person employed by an Employer, other
than as an independent contractor.
2.13 Employer or Employers means the Company and any
Affiliated Company that adopts the Plan with the consent of the
Board.
2.14 ERISA means the Employee Retirement Income Security Act
of 1974, as amended from time to time, and the regulations issued
thereunder.
2.15 Highly Compensated Employee means an Employee described
in Section 5.6.
2.16 Hours of Service means:
(a) Each hour for which an Employee is directly or
indirectly paid, or entitled to payment, by an Employer or
an Affiliated Company for the performance of duties;
(b) Each hour (up to a maximum of 501 hours) for which
an Employee is directly or indirectly paid, or entitled to
payment, by an Employer or an Affiliated Company for reasons
(such as vacation, sickness or disability) other than for
the performance of duties; and
(c) Each hour for which back pay, irrespective of
mitigation of damages, has been either awarded or agreed to
by an Employer or an Affiliated Company.
(d) To the extent required by Federal law, if an
Employee leaves the employ of the Employer to enter the
military service of the United States, and, upon his
discharge from such military service, is reemployed by the
Employer at a time when his reemployment rights are
protected by Federal law, the Employee shall receive credit
for purposes of determining his Hours of Service for the
period during which he would have performed work for the
Employer but for his military service.
Hours of Service under subsection (a) shall be credited to the
12-month period during which the Employee's duties were
performed. Hours of Service under subsections (b) and (c) shall
be credited to the 12-month period to which the payments relate.
Hours of Service for periods of time during which no duties were
performed shall be credited in accordance with Section 2530.200b-
2(b) and (c) of the Department of Labor regulations. In any case
in which employment records do not accurately reflect hours
worked, Hours of Service shall be credited at the rate of 45
Hours of Service per calendar week.
2.17 Insider means a person designated as an insider for
purposes of Section 16 of the Securities Exchange Act of 1934.
2.18 Internal Revenue Code means the Internal Revenue Code
of 1986, as amended, or any subsequently enacted Federal revenue
law. A reference to a particular section of the Internal Revenue
Code shall include a reference to any regulations issued under
the section and to the corresponding section of any subsequently
enacted Federal revenue law.
2.19 J&S Account. The portion of a Participant's Account
that is transferred from another plan and is subject to the
qualified joint and survivor annuity rules described in Section
6.10, pursuant to an applicable Appendix.
2.20 Leave of Absence means an Employee's absence without
loss of employment status (regardless of whether Compensation is
paid) if such absence is authorized by his Employer pursuant to
uniformly applied standards because of injury, illness, the
business of the Employer or personal reasons. Leave of Absence
also includes service in the Armed Forces of the United States,
provided that the Employee returns to the employment of an
Employer within the period of time during which his re-employment
rights as a veteran are protected by law.
2.21 Matching Contributions means contributions made by an
Employer pursuant to Section 4.2.
2.22 Participant means any person who is an eligible
Employee described in Section 3.1 and who elects to participate
in the Plan.
2.23 Permanent Disability means a disability that has
rendered a Participant incapable of performing his customary or
other comparable duties for his Employer. No Participant shall
be declared Permanently Disabled unless his condition has existed
for at least six consecutive months. A Participant shall not be
deemed to be disabled if his incapacity arose while he was
participating in a felonious criminal enterprise, if his
incapacity resulted from his having engaged in a felonious
criminal enterprise, or if his incapacity was a result of injury
or disease incurred while in the military service of the United
State (or another country) for which the Participant receives
disability income benefits. The Plan Administrator shall
determine whether a Participant has incurred a Permanent
Disability in accordance with uniform principles consistently
applied on the basis of such evidence as it deems necessary and
advisable. The Plan Administrator may employ one or more
physicians to examine a Participant and to investigate health or
medical statements made by or on behalf of a Participant and may
rely upon such evidence as it deems sufficient. The Plan
Administrator's determination as to a Participant's Permanent
Disability shall be final.
2.24 Plan means this StockPlus Investment Plan, as amended
from time to time.
2.25 Plan Administrator means the committee responsible for
administering the Plan, as described in Section 11.
2.26 Plan Year means the calendar year.
2.27 Prior Plan means the James River Corporation of
Virginia Stock Purchase Plan, as in effect before the Effective
Date of the restated Plan.
2.28 Qualified Joint and Survivor Annuity. An immediate
annuity that can be purchased with a Participant's J&S Account
and that is payable for the lifetime of the Participant, with a
survivor annuity for the lifetime of the Participant's surviving
spouse that is equal to 50% of the amount of the annuity that is
payable during the joint lifetimes of the Participant and his
spouse. Payment of a Qualified Joint and Survivor Annuity shall
terminate with the monthly payment preceding the death of the
last to survive of the Participant and his spouse.
2.29 Qualified Pre-Retirement Survivor Annuity. An annuity
that can be purchased with a deceased Participant's J&S Account,
the present value of which is equal to the Participant's J&S
Account on the date of his death. The Qualified Pre-Retirement
Survivor Annuity is payable to the Participant's surviving spouse
for life.
2.30 Retirement Date means the first to occur of (a) the
date on which the Participant has attained age 55 and has
completed 15 years of Service, or (b) the date on which the
Participant attains age 59-1/2.
2.31 Rule 16b-3 means Rule 16b-3 of the Securities Exchange
Act of 1934, including any corresponding subsequent rule or
amendments thereto.
2.32 Service means an Employee's period of employment with
the Employer and Affiliated Companies, beginning with the
Employee's employment commencement date and ending with his
severance from service date, and including the following:
(a) An Employee's Service shall include periods during
which the Employee was on a Leave of Absence or was laid off
because of lack of work.
(b) An Employee's Service shall include periods of
service, as described above, with a predecessor employer
whose stock or assets are acquired by an Employer or an
Affiliated Company, except to the extent that the Board
provides otherwise.
(c) Transfers between Employers or Affiliated
Companies shall not be deemed terminations of Service.
An Employee's employment commencement date is the date on which
he first performs an Hour of Service for the Employer or an
Affiliated Company. An Employee's severance from service date is
the first to occur of (i) the date on which an Employee
terminates employment with the Employer and Affiliated Companies
because he quits, is discharged, dies or retires or (ii) the
first anniversary of the date on which the Employee is absent
(with or without pay) from employment for any other reason (such
as vacation, holiday, sickness, disability, leave of absence or
layoff), if the Employee is still absent as of the anniversary
date. This Section shall be administered in accordance with
applicable Department of Labor regulations.
2.33 Single Life Annuity. An annuity payable monthly for
the life of a Participant from the Participant's J&S Account.
2.34 Taxable Compensation means the total annual
compensation paid to an Employee by the Employer and Affiliated
Companies during a Plan Year, as defined in the Treasury
Regulations issued under Section 415 of the Internal Revenue
Code. "Taxable Compensation" includes an Employee's wages,
salaries, fees for professional services and other amounts
received for personal services actually rendered in the course of
employment with the Employer and Affiliated Companies (including,
but not limited to, commissions paid to salesmen, compensation
for services on the basis of a percentage of profits, commissions
on insurance premiums, tips and bonuses). Except as provided
below, "Taxable Compensation" does not include items such as:
(a) Salary reduction contributions and other
contributions made by the Employer or an Affiliated Company
to a plan of deferred compensation to the extent that the
contributions are not includable in the Employee's gross
income for the taxable year in which they are contributed.
(b) Amounts received from the exercise of a non-
qualified stock option or from restricted property.
(c) Amounts realized from the sale, exchange or other
disposition of stock acquired under a statutory stock
option.
(d) Other amounts that receive special tax benefits,
such as premiums for group term life insurance (but only to
the extent that the premiums are not includable in the gross
income of the Employee).
Effective for Plan Years beginning after December 31, 1993, the
amount of annual Taxable Compensation taken into account under
the Plan for an Employee may not exceed $150,000, or an adjusted
amount determined pursuant to Sections 401(a)(17) and 415(d) of
the Internal Revenue Code. For purposes of Section 5.6, Taxable
Compensation includes Before-Tax Contributions, elective
contributions under a cafeteria plan, and elective contributions
under other arrangements required to be included under Section
414(q) of the Internal Revenue Code.
2.35 Trust Agreement means the Trust Agreement for the Plan,
which was entered into to create a Trust Fund to receive, hold,
invest and dispose of assets under the Plan.
2.36 Trustee means The Bank of New York, and any successor
Trustee selected by the Board to hold and administer the Trust
Fund. The Trustee shall be a fiduciary with respect to the Trust
Fund.
2.37 Trust Fund means the assets held by the Trustee under
the Trust Agreement.
2.38 Valuation Date means the last day of each calendar
month, or such other, more frequent, date as the Plan
Administrator may designate.
<PAGE>
SECTION III
PARTICIPATION
3.1 Participation in the Salary Reduction Plan.
(a) Each Employee who was eligible to participate in
the Prior Plan immediately before the Effective Date shall be
eligible to be a Participant in the Plan as of the Effective
Date.
(b) Each Employee, other than a temporary or seasonal
employee, who is not eligible to become a Participant pursuant to
subsection (a) shall be eligible to become a Participant as of
the later of (i) the date on which the Employee commences
employment with the Employer or (ii) July 1, 1994. A seasonal or
temporary employee is an employee who is hired to work on a
seasonal or temporary basis for a specified period of time and
who is not expected to be credited with 1,000 or more Hours of
Service during a 12-month period. The computation period for
this purpose is the 12 consecutive month period beginning with
the Employee's date of hire and subsequent 12-month periods
beginning on an anniversary of the Employee's date of hire.
(c) Notwithstanding the foregoing, any Canadian
Employee who is not already a Participant as of the Effective
Date of the amended and restated Plan shall not be eligible to
participate in the Plan.
3.2 Application for Participation.
(a) Participation in the Plan shall be voluntary. An
eligible Employee may elect to participate in the Plan by making
an enrollment election in such manner and at such time as the
Plan Administrator shall designate. An enrollment election must
be made before the date as of which the Employee's election to
become a Participant will be effective. An Employee's payroll
deductions shall begin within 30 days after the Plan
Administrator receives the Employee's enrollment election.
(b) When the Employer or an Affiliated Company
acquires the stock or assets of a company, the Plan Administrator
may establish a special enrollment period during which eligible
Employees of that company may elect to participate in the Plan.
3.3 Duration of Participation; Reemployment. A Participant
shall continue to be a Participant until he no longer has assets
credited to his Account. If a Participant or a person who was
formerly a Participant terminates employment and then is
reemployed by an Employer as an eligible Employee under Section
3.1, he shall be eligible to be a Participant upon his
reemployment.
<PAGE>
SECTION IV
CONTRIBUTIONS
4.1 Before-Tax Contributions. A Participant who is
eligible to participate in the Plan may elect to have Before-Tax
Contributions made on his behalf by entering into a salary
reduction agreement with his Employer in such form and at such
time as the Plan Administrator shall designate. Pursuant to the
agreement, his Employer will agree to reduce the Participant's
Compensation by a designated percentage and to contribute that
designated percentage to the Plan for the benefit of the
Participant. The designated percentage may be from 1% to 10% of
Compensation, provided that:
(a) At any time during the Plan Year, the Plan
Administrator may limit the percentage of Compensation that
may be contributed for the benefit of Highly Compensated
Employees, and
(b) The maximum amount of Before-Tax Contributions
that may be made on behalf of a Participant during a
calendar year is $7,000, or an adjusted amount as determined
pursuant to Sections 402(g) and 415(d) of the Internal
Revenue Code.
4.2 Matching Contributions.
(a) Matching Contributions shall be made only with
respect to a Participant's Before-Tax Contributions that are
invested in the Company Stock Fund pursuant to Section 9.2, if
the Participant has not attained age 57. If the Participant has
attained age 57, Matching Contributions shall be made with
respect to the Participant's Before-Tax Contributions, regardless
whether the Before-Tax Contributions are invested in the Company
Stock Fund.
(b) Each Employer shall make a Matching Contribution
for its Participants equal to the following percentage of its
Participants' Before-Tax Contributions made on or after July 1,
1994 that qualify for a Matching Contribution pursuant to
subsection (a):
<PAGE>
The Employer shall
make Matching Contributions
equal to the following
Percentage of the
Participant's Before-tax
If a Participant's Before-Tax Contributions described
Contributions are: in subsection (a):
1% of Compensation 120%
2% of Compensation 100%
3% of Compensation 90%
4% of Compensation 80%
5% of Compensation 70%
6% of Compensation 60%
The Employer shall make no Matching Contribution with respect to
the portion of a Participant's Before-Tax Contributions that
exceed 6% of the Participant's Compensation. Except with respect
to Participants who have attained age 57, Matching Contributions
will not be made with respect to Before-Tax Contributions that
are not invested in the Company Stock Fund pursuant to Section
9.2.
(c) Matching Contributions shall be made with respect
to a Participant's Before-Tax Contributions, regardless whether
the Participant ceases to be an Employee before the Matching
Contribution is made.
4.3 Elections as to Contributions; Changes.
(a) A Participant may elect to have Before-Tax
Contributions made on his behalf, to change the contribution
percentage prospectively, or to request a suspension or
resumption of contributions by making an election in such form
and at such time as the Plan Administrator shall designate. The
Plan Administrator shall allow Participants to make such
elections at least monthly. All elections made by a Participant
shall continue in force until they are changed or until the
Participant ceases to be a Participant.
(b) A Participant's right to have Before-Tax
Contributions made on his behalf shall be automatically suspended
during any Leave of Absence during which the Participant receives
no Compensation. When the Participant returns to employment with
his Employer, his contributions will resume as of the date of his
return to employment at the contribution rate in effect at the
time his Leave of Absence began, unless the Participant elects to
suspend or change the rate of contributions.
(c) If a Participant's Before-Tax Contributions are
suspended pursuant to Section 7.1(c), the Participant may resume
Contributions at such time as the Plan Administrator may
designate after the suspension period required by Section 7.1(c).
(d) A Participant shall not be permitted to make up
suspended contributions, and Matching Contributions shall not be
made for a Participant with respect to any suspended
contributions.
4.4 Time and Manner of Payment of Contributions.
(a) Before-Tax Contributions shall be paid to the
Trustee as of the earliest date on which they can reasonably be
segregated from the Employer's general assets.
(b) Matching Contributions shall be paid to the
Trustee at least monthly. Matching Contributions may be made in
cash or in Company Stock or in any combination of the two.
<PAGE>
SECTION V
ACCOUNTS
5.1 Participants' Accounts. The following Accounts, with
such subaccounts as the Plan Administrator deems appropriate,
shall be maintained for each Participant:
(a) Before-Tax Contributions Account, to which shall
be credited Before-Tax Contributions made on or after the
Effective Date and the Participant's Salary Reduction
Account under the Prior Plan.
(b) After-Tax Contributions Account, to which shall be
credited the Participant's Non-Tax-Deferred Account under
the Prior Plan.
(c) Before-Tax Matching Contributions Account, to
which shall be credited Matching Contributions made on or
after the Effective Date and the Participant's Salary
Reduction Matching Account under the Prior Plan.
(d) After-Tax Matching Contributions Account, to which
shall be credited the Participant's Matching Account, other
than the Participant's Salary Reduction Matching Account,
under the Prior Plan.
(e) Rollover Account, to which shall be credited the
Participant's Rollover Account under the Prior Plan and
assets transferred from other plans that are not credited to
one of the foregoing Accounts pursuant to an Appendix.
The Plan Administrator may combine, eliminate or add to the
foregoing Accounts at such time as the Plan Administrator deems
appropriate. Contributions made under a plan that is merged into
this Plan, or whose assets are otherwise transferred to this
Plan, may be added to the foregoing Accounts according to an
applicable Appendix. Earnings on each Account shall be allocated
to that Account pursuant to the provisions of Section IX.
5.2 Allocation of Contributions. As of each Valuation
Date, the Plan Administrator shall allocate to the Accounts of
each Participant the contributions made for the Participant's
benefit since the preceding Valuation Date.
5.3 Annual Addition and Benefit Limitations.
(a) Notwithstanding the foregoing, the total amount of
the Annual Additions, as defined hereafter, that may be allocated
to the Accounts of a Participant for a Plan Year under all
defined contribution plans maintained by the Employer and
Affiliated Companies shall not exceed the lesser of (i) $30,000
or (ii) 25% of the Participant's Taxable Compensation. The
$30,000 amount referred to above shall be adjusted from time to
time to correspond to the amount prescribed by law under Section
415(c)(1)(A) of the Internal Revenue Code or by the Secretary of
the Treasury pursuant to Section 415(d) of the Internal Revenue
Code, determined as of the last day of the Plan Year to which the
limitation applies. The Plan Year shall be the limitation year
used to determine whether the requirements of this Section have
been satisfied.
(b) For purposes of this Section, "Annual Additions"
for a Participant means the sum (under all defined contribution
plans maintained by the Employer and Affiliated Companies) of (i)
Before-Tax Contributions, Matching Contributions and other
Employer and Affiliated Company contributions made on his behalf,
(ii) forfeitures credited to his Accounts and (iii) other
voluntary contributions made by the Participant. Annual
Additions shall not include excess Before-Tax Contributions that
are distributed by April 15 following the calendar year in which
the contributions were made, pursuant to Section 5.7.
(c) If a Participant is or has been a participant in
one or more defined benefit plans and in one or more defined
contribution plans maintained by the Employer or an Affiliated
Company, then the sum of the Participant's "defined benefit plan
fraction" (defined below) and his "defined contribution plan
fraction" (defined below) for any Plan Year as applied to the
plans shall not exceed 1.0. The benefits provided under the
defined benefit plans shall be reduced to comply with the limits
of this subsection (c) before the contributions made to the
defined contribution plans are reduced. For purposes of this
Section:
(i) The "defined benefit plan fraction" for any
Participant for any Plan Year is a fraction, the
numerator of which is the Participant's projected
annual benefit under all defined benefit plans of the
Employer and Affiliated Companies (determined as of the
close of the Plan Year) and the denominator of which is
the lesser of:
(x) The product of 1.25 multiplied by
$90,000 (or such other amount as is permitted or
required to be used under Section 415(e) of the
Internal Revenue Code), or
(y) The product of 1.4 multiplied by 100% of
the Participant's highest average Taxable
Compensation for the three consecutive years
during which he was a participant in the defined
benefit plans.
(ii) The "defined contribution plan fraction" for
any Participant for any Plan Year is a fraction, the
numerator of which is the sum of the Annual Additions
to the Participant's Accounts as of the close of the
Plan Year under all defined contribution plans of the
Employer and Affiliated Companies, and the denominator
of which is the sum of the lesser of the following
amounts determined for the Plan Year and for each
previous year of service with the Employer and
Affiliated Companies:
(x) The product of 1.25 multiplied by the
$30,000 amount described in subsection (a) (as
adjusted), or
(y) The product of 1.4 multiplied by 25% of
the Participant's Taxable Compensation for the
Plan Year.
As an alternative to the foregoing, in determining the limits of
this subsection (c), the Plan Administrator may use any other
method permissible under Section 415 of the Internal Revenue
Code.
(d) As of the last day of each Plan Year, any excess
Annual Additions shall be held in a suspense account and used to
reduce contributions for the Participant for the next Plan Year
(and succeeding Plan Years, as necessary). If the Participant is
no longer a Participant at the end of a Plan Year, the excess
amount will be used to reduce contributions for the Plan Year
(and succeeding Plan Years) for all Participants who are employed
by the Employer with which the Participant was employed.
5.4 Anti-Discrimination Test for Before-Tax Contributions.
(a) Notwithstanding the foregoing provisions of the
Plan, the Plan shall meet the anti-discrimination test of Section
401(k) of the Internal Revenue Code (described in subsection (b))
for each Plan Year. In order to ensure that the anti-
discrimination test is met, the Plan Administrator shall direct
the Employer to adjust the Before-Tax Contributions for the Plan
Year to the extent necessary to meet the requirements of Section
401(k) of the Internal Revenue Code and shall instruct the
Employer as to how such adjustment shall be made. An adjustment
to Before-Tax Contributions shall be accomplished by (i)
requiring each Highly Compensated Employee to reduce (or
eliminate) the Before-Tax Contributions to be made on his behalf
for the Plan Year, (ii) returning Before-Tax Contributions made
on behalf of Highly Compensated Employees to the Employees as of
the end of the Plan Year, in the manner described in Section 5.7,
(iii) making an additional, fully vested Employer contribution to
the Plan, which shall be administered as an additional Before-Tax
Contribution, for Participants who are not Highly Compensated
Employees and who elected to have Before-Tax Contributions made
for the Plan Year, or (iv) taking such other actions as the Plan
Administrator deems appropriate. If the Employer makes an
additional, fully vested Employer contribution to the Plan
pursuant to subparagraph (iii) above, the contribution shall be
paid to Trustee no later than the end of the twelve-month period
immediately following the Plan Year to which the contribution
relates.
(b) The anti-discrimination requirements of Section
401(k) of the Internal Revenue Code require that, in each Plan
Year, one of the following tests must be met:
(i) The Actual Deferral Percentage (defined
below) of the Highly Compensated Employees is not more
than the Actual Deferral Percentage of all other
eligible Employees multiplied by 1.25; or
(ii) The excess of the Actual Deferral Percentage
of the Highly Compensated Employees over that of the
other eligible Employees is not more than 2 percentage
points, and the Actual Deferral Percentage of the
Highly Compensated Employees is not more than the
Actual Deferral Percentage of all other eligible
Employees multiplied by 2.
(c) The Actual Deferral Percentage is the average of
the ratios, calculated separately for each Employee who is
eligible to participate in the Plan, of the amount of Before-Tax
Contributions that are credited under the Plan on behalf of the
eligible Employee for the Plan Year, to the Employee's
Compensation for the Plan Year. Matching Contributions allocated
to Participants' Matching Contributions Accounts may be included
in computing the Actual Deferral Percentage for a Plan Year, if
the Plan Administrator determines that inclusion of such
contributions is appropriate. As described in subsection (b),
the Actual Deferral Percentage of the Highly Compensated
Employees shall be compared to the Actual Deferral Percentage of
all other eligible Employees. The limitations of Section
5.4(b)(ii) shall be used only to the extent permitted by
applicable Treasury regulations.
(d) Notwithstanding the foregoing, if the test
described in subsection (b) is not satisfied for a Plan Year, the
Plan Administrator may use any other test permitted under Section
401(k) of the Internal Revenue Code to determine whether the Plan
meets the anti-discrimination requirements of Section 401(k) of
the Internal Revenue Code.
(e) If the Company maintains more than one plan
qualified under Internal Revenue Code Section 401(a), and if the
plans are aggregated for purposes of satisfying the coverage or
anti-discrimination requirements of Section 401(a) or
410(b)(1)(A) or (B) of the Internal Revenue Code, all qualified
cash or deferred arrangements contained in such plans shall be
aggregated for purposes of performing the anti-discrimination
test for Before-Tax Contributions. If a Highly Compensated
Employee participates in more than one plan of the Company, all
Before-Tax Contributions made by the Highly Compensated Employee
under all such plans shall be aggregated for purposes of
performing the test described in subsection (b), above. The Plan
Administrator shall administer the anti-discrimination tests of
Section 5.4 and 5.5 in accordance with Internal Revenue Service
rulings and Treasury regulations in effect from time to time.
(f) In the case of a Highly Compensated Employee
described in Section 5.6(d), the Actual Deferral Percentage for
such Highly Compensated Employee shall be the greater of (i) the
Actual Deferral Percentage determined by combining the
contributions and Compensation of all of the Employee's family
members who are eligible to participate in the Plan and who are
Highly Compensated Employees (without regard to family
aggregation) or (ii) the Actual Deferral Percentage determined by
combining the contributions and Compensation of all family
members of the Employee eligible to participate in the Plan.
5.5 Anti-Discrimination Test for Matching Contributions.
(a) Notwithstanding the foregoing provisions of the
Plan, the Plan shall meet the anti-discrimination test of Section
401(m) of the Internal Revenue Code (described in subsection (b))
for each Plan Year. In order to meet the anti-discrimination
test, the Plan Administrator shall reduce the Matching
Contributions for the Plan Year to the extent necessary to meet
the requirements of Section 401(m) of the Internal Revenue Code,
in the manner described in Section 5.7. The Plan Administrator
may also take such other actions to reduce Matching Contributions
as the Plan Administrator deems appropriate, including, without
limitation, actions similar to those described in Section 5.4(a).
(b) The anti-discrimination requirements of Section
401(m) of the Internal Revenue Code require that, in each Plan
Year, one of the following tests must be met.
(i) The Contribution Percentage (defined below)
of the Highly Compensated Employees is not more than
the Contribution Percentage of all other eligible
Employees multiplied by 1.25; or
(ii) The excess of the Contribution Percentage of
the Highly Compensated Employees over that of the other
eligible Employees is not more than 2 percentage
points, and the Contribution Percentage of the Highly
Compensated Employees is not more than the Contribution
Percentage of all other eligible Employees multiplied
by 2.
(c) The Contribution Percentage is the average of the
ratios, calculated separately for each eligible Employee, of the
amount of Matching Contributions that are credited under the Plan
on behalf of the eligible Employee for the Plan Year, to the
Employee's Compensation for the Plan Year. Before-Tax
Contributions may be included in computing the Contribution
Percentage for a Plan Year, if the Plan Administrator determines
that inclusion of such contributions is appropriate. However,
Matching Contributions used to satisfy the anti-discrimination
test described in Section 5.4(b) shall not be taken into account
for purposes of the anti-discrimination test described in
subsection (b) above, to the extent required by law. As
described in subsection (b), the Contribution Percentage of the
Highly Compensated Employees shall be compared to the
Contribution Percentage of all other eligible Employees.
(d) Notwithstanding the foregoing, if the test
described in subsection (b) is not satisfied for a Plan Year, the
Plan Administrator may use any other test permitted under Section
401(m) of the Internal Revenue Code to determine whether the Plan
meets the anti-discrimination requirements of Section 401(m) of
the Internal Revenue Code. The limitations of Section 5.5(b)(ii)
shall be used only to the extent permitted by applicable Treasury
regulations.
(e) If the Company maintains more than one plan
qualified under Section 401(a) of the Internal Revenue Code, and
if the plans are aggregated for purposes of satisfying the
discrimination or coverage requirements of Section 401(a)(4) or
410(b)(1)(A) or (B) of the Internal Revenue Code, all Matching
Contributions made to such plans will be aggregated for purposes
of performing the anti-discrimination test described in
subsection (b) above. If a Highly Compensated Employee is
eligible to participate in more than one plan maintained by the
Company, Matching Contributions made on behalf of the Highly
Compensated Employee under all such plans will be aggregated for
purposes of performing the anti-discrimination test described in
subsection (b) above.
(f) In the case of a Highly Compensated Employee
described in Section 5.6(d), the percentage derived in subsection
(b) above shall be the greater of the percentage derived in
subsection (b), determined by combining the contributions and
Compensation of all of the Employee's contributions and
Compensation of all of the Employee's family members who are
eligible to participate in the plan and who are Highly
Compensated Employees (without regard to family aggregation), and
the percentage determined under subsection (b) determined by
combining the contributions and Compensation of all family
members who are eligible to participate in the plan.
(g) Notwithstanding any other provision of the Plan,
the sum of the Actual Deferral Percentage and the Contribution
Percentage (as defined above) on behalf of Highly Compensated
Employees may not exceed the "aggregate limit" permitted under
the multiple use test, as set forth in Treasury Regulation
section 1.401(m)-2(b). If the aggregate limit is exceeded, then
the Matching Contributions of those Highly Compensated Employees
who participate in the Plan will be reduced (beginning with such
Highly Compensated Employee whose percentage is the highest) so
that the limit is not exceeded. The amount by which each Highly
Compensated Employee's Contribution Percentage is reduced shall
be treated as an excess contribution under Section 5.7(c). The
Actual Deferral Percentage and the Contribution Percentage of the
Highly Compensated Employees are determined after any correction
required to be made under this subsection (g). Multiple use does
not occur if both the Actual Deferral Percentage and the
Contribution Percentage of the Highly Compensated Employees does
not exceed 1.25 multiplied by the Actual Deferral Percentage and
the Contribution Percentage of the non-Highly Compensated
Employees.
5.6 Highly Compensated Employees.
(a) Except as otherwise provided below, in computing
the anti-discrimination tests described in Sections 5.4 and 5.5,
a Highly Compensated Employee is an Employee who, during the Plan
Year or the preceding Plan Year:
(i) Was at any time a 5% owner of the Employer or
an Affiliated Company,
(ii) Received Taxable Compensation from the
Employer and Affiliated Companies in excess of $75,000,
(iii) Received Taxable Compensation from the
Employer and Affiliated Companies in excess of $50,000
and was in the top 20% of the Employees, when ranked on
the basis of Taxable Compensation paid during the Plan
Year, or
(iv) Was at any time an officer and received
Taxable Compensation greater than 50% of the amount in
effect under Section 415(b)(1)(A) of the Internal
Revenue Code for the Plan Year.
The determination of Highly Compensated Employees shall be made
in accordance with Section 414(q) of the Internal Revenue Code.
(b) In determining who are Highly Compensated
Employees for a Plan Year, an Employee who was not described in
subsection (a)(ii), (iii) or (iv) above for the preceding Plan
Year (without regard to this subsection) shall not be treated as
described in subsection (a)(ii), (iii) or (iv) for the current
Plan Year, unless the Employee is one of the 100 Employees who
are paid the most Taxable Compensation during the current Plan
Year.
(c) For purposes of determining who are officers, not
more than 50 Employees (or, if less, the greater of three
Employees or 10% of all Employees) shall be treated as officers.
If no officer of the Employer or Affiliated Company receives the
amount of Taxable Compensation described in subsection (a)(iv)
above, the highest paid officer for the Plan Year shall be
treated as described in subsection (a)(iv).
(d) If any person is a family member of a 5% owner or
a family member of one of the ten Highly Compensated Employees
who are paid the most Taxable Compensation during a Plan Year,
then (i) the person shall not be considered a separate Employee
for purposes of this Section and (ii) any Compensation paid to
the person (and any applicable contribution or benefit on his
behalf) shall be treated as if it were paid to (or on behalf of)
the 5% owner or Highly Compensated Employee.
(e) For purposes of determining the number of
Employees in the top paid group described in subsection (a)(iii),
the following Employees may be excluded:
(i) Employees who have not completed six months
of service,
(ii) Employees who normally work less than 17-1/2
hours per week,
(iii) Employees who normally work during not more
than six months during any Plan Year,
(iv) Employees who have not attained age 21,
(v) Employees whose terms of employment are
covered by a collective bargaining agreement between
Employee representatives and the Employer or an
Affiliated Company, and
(vi) Employees who are non-resident aliens and who
receive no United States earned income from the
Employer or Affiliated Companies.
(f) A Highly Compensated Employee includes a former
Employee who separated from service prior to the Plan Year for
which the determination was made and who was an active Highly
Compensated Employee for either (i) such Employee's separation
year or (ii) any Plan Year ending on or after the Employee's 55th
birthday.
5.7 Distribution of Excess Contributions.
(a) If a Participant's Before-Tax Contributions exceed
the Internal Revenue Code Section 402(g) limit described in
Section 4.1 for a calendar year, the amount of Before-Tax
Contributions in excess of the limit and income attributable to
those contributions shall be distributed to the Participant by
the first April 15 following the close of the calendar year in
which the Before-Tax Contributions were made.
(b) If Before-Tax Contributions of Highly Compensated
Employees are required to be reduced as a result of the anti-
discrimination test described in Section 5.4, the excess Before-
Tax Contributions and income attributable to those contributions
shall be distributed to the Highly Compensated Employees within
2-1/2 months after the close of the Plan Year to which the
Before-Tax Contributions relate.
(c) If Matching Contributions of Highly Compensated
Employees are required to be reduced as a result of the anti-
discrimination test described in Section 5.5, the excess Matching
Contributions and income attributable to those contributions
shall be distributed to the Highly Compensated Employees within
2-1/2 months after the close of the Plan Year to which the
contributions relate. In determining the amount of the
distributions under this Section and Section 5.7(b), the Plan
Administrator shall use the leveling method described in
applicable Treasury regulations or any other method allowed by
the Internal Revenue Service.
(d) The amount of income attributable to excess
contributions is that portion of the income on the Participant's
Account to which the contributions were allocated for the Plan
Year that bears the same ratio as the amount of excess
contributions bears to the total balance of that Account.
(e) The distributions required under this Section may
be made without the consent of the Participant or his spouse and
may be made without regard to any Qualified Domestic Relations
Order.
(f) In order to comply with the applicable Internal
Revenue Code requirements, Matching Contributions attributable to
Before-Tax Contributions in excess of the Internal Revenue Code
Section 402(g) dollar limitation under Section 4.1 and Matching
Contributions attributable to excess Before-Tax Contributions
under Section 5.4 may be forfeited and applied to reduce future
Matching Contributions. Such Matching Contributions may be
forfeited regardless whether they are otherwise vested under the
Plan.
(g) If the Actual Deferral Percentage of a Highly
Compensated Employee is determined by combining the contributions
and Compensation of family members of the Employee, then the
Actual Deferral Percentage is reduced in accordance with the
leveling method referred to in Section 5.7(c) above and the
excess contributions for the family unit are allocated among the
family members in proportion to the contributions of each family
member that have been combined. This procedure may be modified
as allowable under applicable Treasury regulations.
5.8 Correction of Error. If an error is made in the
adjustment of a Participant's Accounts, the error shall be
corrected by the Plan Administrator, and any gain or loss
resulting from the correction shall be credited to the income or
charged as an expense of the Trust Fund for the Plan Year in
which the correction is made. In no event shall allocations
previously made to the Accounts of other Participants be required
to be adjusted on account of the error.
<PAGE>
SECTION VI
VESTING AND DISTRIBUTION OF ACCOUNTS
6.1 Vested Interest. As of the Effective Date of the
restated Plan, each Participant shall have a fully vested
interest at all times in his Accounts.
6.2 Distribution Upon Termination of Employment. Subject
to Section 6.4(h), a Participant shall become entitled to a
distribution of his Accounts when he retires on or after his
Retirement Date, when he is otherwise no longer employed by the
Employer and Affiliated Companies or if he incurs a Permanent
Disability. A Participant's Accounts shall be valued as of the
Valuation Date as of which the distribution is made. All the
Participant's outstanding loans described in Section 7.4 shall
become due and payable upon the Participant's termination of
employment.
6.3 Death. If a Participant dies before his Accounts have
been distributed, his Accounts shall be paid to his Beneficiary.
The Participant's Accounts shall be valued as of the Valuation
Date as of which the distribution is made. All the Participant's
outstanding loans described in Section 7.4 shall become due and
payable upon the Participant's death.
6.4 Form and Time of Payment.
(a) If a Participant, other than a Canadian Employee,
terminates employment with the Employer and Affiliated Companies,
or if a Participant dies or incurs a Permanent Disability before
his Accounts have begun to be distributed, the Participant's
Accounts will be distributed in one of the following forms
selected by the Participant (or his Beneficiary, in the case of
the Participant's death):
(i) The Accounts may be paid to the Participant
(or Beneficiary) in a lump sum payment.
(ii) The Accounts may be paid to the Participant
(or Beneficiary) in monthly installments over a term
certain extending not beyond the life expectancies of
the Participant and his Beneficiary. If the
Participant dies before the completion of installments,
any balance of the Accounts shall be paid to his
Beneficiary as provided in Section 6.3. If a
Beneficiary who is receiving payments dies, any
remaining balance of the Accounts shall be paid to the
personal representative of the Beneficiary's estate.
When establishing the term of installment payments to
be paid to a Participant and his Beneficiary, at the
time payments begin, the present value of the payments
projected to be paid to the Participant, based on his
life expectancy, must be more than 50% of the present
value of the payments projected to be paid to the
Participant and his Beneficiary, based on their life
expectancies.
(b) The Account balance of a Canadian Employee whose
employment terminates for any reason will be distributed in a
lump sum payment.
(c) In order for benefits to begin to be paid to a
Participant or Beneficiary, the Participant or Beneficiary must
request payment, subject to the terms of the Plan. If the
Participant is not a Canadian Employee and has not attained age
70 and the Participant's Account balance has ever exceeded
$3,500, the Participant must consent to the distribution. The
Participant's consent must be given in writing on a form
designated by the Plan Administrator. To the extent required by
law, such form, and a notice which explains the optional forms of
benefit available to the Participant and his right to defer the
receipt of his benefits under subsection (d) below, will be
provided to the Participant no less than 30 days and no more than
90 days before the date on which distribution is to commence. A
distribution may commence less than 30 days after the date on
which the notice described above is given to the Participant,
provided that:
(i) The Plan Administrator informs the
Participant that the Participant has a right to a
period of at least 30 days after receiving the notice
to consider the decision as to whether to elect a
distribution (and, if applicable, a particular
distribution option), and
(ii) The Participant, after receiving the notice,
affirmatively elects a distribution.
Payments shall be made or shall begin to be made as soon as is
administratively feasible after the Participant or Beneficiary
requests the payment as described above. If additional
allocations are to be made to the Participant's Account after the
distribution date, the additional allocations will be distributed
as soon as is administratively feasible after they are made.
(d) A Participant who is not a Canadian Employee and
whose Account balance has ever exceeded $3,500 may elect to
postpone commencement of his benefit to a Valuation Date not
later than his 70th birthday. A Participant who has elected to
postpone commencement of his benefit may later elect to begin
receiving his benefit at an earlier Valuation Date than the date
originally designated.
(e) The following rules shall apply to a deceased
Participant who was not a Canadian Employee and whose Account
balance exceeds or has exceeded $3,500:
(i) If a Participant dies after payments have
begun, then his remaining Account balance, if any, must
be distributed to his Beneficiary at least as rapidly
as under the method of distribution elected by the
Participant.
(ii) If a Participant dies before his Account
balance has begun to be distributed, then, except as
provided below, his Account balance, if any, must be
distributed within five years after the Participant's
death. If the Participant's Account balance is
distributed in installment payments to (or for the
benefit of) an individual Beneficiary, then the
Participant's Account balance may be distributed over a
period not extending beyond the Beneficiary's life
expectancy, and the payments must begin not later than
one year after the Participant's death (or such other
date as may be prescribed by Treasury regulations).
(f) Notwithstanding the foregoing, distributions from
the Plan must begin not later than the April 1 following the
calendar year in which a Participant reaches age 70-1/2. If a
Participant is still in employ of the Employer when distributions
must begin, the Participant's Account will be distributed in a
lump sum payment or in at least annual installments over a period
permitted by Internal Revenue Code Section 401(a)(9). A
Participant shall be required to select a distribution form that
complies with the requirements of Internal Revenue Code Section
401(a)(9). Payments will begin as of the April 1 following the
calendar year in which the Participant reaches age 70-1/2. If
the Participant fails to elect the form in which his Account is
to be distributed, the Plan Administrator shall distribute the
Participant's Account in a lump sum and shall distribute any
additional allocations as soon as is administratively feasible
after the close of the Plan Year in which the additional
allocations are made.
(g) A Participant may elect to have the portion of his
Account that is invested in the Company Stock Fund paid in whole
shares of Company Stock, with the value of fractional shares paid
in cash, or entirely in cash. For purposes of determining the
amount of a cash distribution, Company Stock will be valued as of
the Valuation Date as of which the distribution is made. If part
or all of a Participant's Account is invested in any investment
fund other than the Company Stock Fund, that portion of the
Account shall be paid in cash and shall be valued as of the
Valuation Date as of which the distribution is made.
(h) Notwithstanding the foregoing, a Participant's
Before-Tax Contributions Account and Before-Tax Matching
Contributions Account may not be distributed unless:
(i) The Participant dies, incurs a Permanent
Disability, attains age 59-1/2, separates from the
service of the Employer and Affiliated Companies (as
defined by applicable regulations), or qualifies for a
withdrawal under Section 7.1 or 7.2(d);
(ii) The Participant transfers employment to an
employer that has purchased substantially all of the
assets used by the Participant's former employer in its
trade or business, and the distribution is made within
the time period required by applicable regulations;
(iii) The Participant is and continues to be
employed by a corporation that was formerly a
subsidiary of the Employer or an Affiliated Company and
the stock of which has been sold, and the distribution
is made within the time period required by applicable
regulations; or
(iv) The Plan is terminated and no successor plan
is established.
This Section 6.4(h) shall apply as required by Section 401(k) of
the Internal Revenue Code, notwithstanding anything in the Plan
to the contrary, and shall be administered consistent with the
requirements of Section 401(k).
(i) If a Participant or Beneficiary elects a
distribution from the Plan and for any reason part of the amount
elected cannot be distributed (for example, because a portion of
the Account is invested in a fund from which a distribution
cannot be made for reasons over which the Plan Administrator and
Trustee have no control), a partial distribution attributable to
the available portion of the elected amount may be made.
(j) Notwithstanding the foregoing, if a Participant or
Beneficiary is entitled to receive a distribution from a J&S
Account, the qualified joint and survivor annuity rules of
Section 6.10 shall apply to the distribution, notwithstanding
anything in the Plan to the contrary.
6.5 Reemployed Participants. If a terminated Participant
is reemployed by an Employer before incurring five consecutive
one-year breaks in Service, the Participant may have the value of
the forfeited portion of his Account, if any, reinstated by
repaying to the Plan the amount previously distributed to him.
The repayment must be made no later than the earlier of (x) five
years after the first date on which the Participant is reemployed
or (y) the close of the Participant's first five consecutive one-
year breaks in Service beginning after the distribution. The
Employer shall restore the forfeiture by making an additional
contribution to the Plan. A break in Service is a 12-month
period during which the Employee is not employed by the Employer
or an Affiliated Company following his severance from Service
date. If an Employee is absent from work on account of maternity
or paternity leave, the Employee shall not be considered to have
a break in Service for the first 12-month period in which the
Employee would otherwise have had a break in Service. Maternity
leave for this purpose is a period during which the Employee is
absent because of (i) the pregnancy of the Employee, (ii) the
birth of a child of the Employee, (iii) the placement of a child
with the Employee in connection with the Employee's adoption of
the child, or (iv) the Employee's caring for a child immediately
after the birth or placement of the child.
6.6 Benefits to Minors and Incompetents.
(a) If any person entitled to receive payment under
the Plan is a minor, the Plan Administrator shall pay the amount
in a lump sum directly to the minor, to a guardian of the minor
or to a custodian selected by the Trustee under the appropriate
Uniform Transfers to Minors Act.
(b) If a person who is entitled to receive payment
under the Plan is physically or mentally incapable of personally
receiving and giving a valid receipt for any payment due (unless
a previous claim has been made by a duly qualified committee or
other legal representative), the payment may be made to the
person's spouse, son, daughter, parent, brother, sister or other
person deemed by the Plan Administrator to have incurred expense
for the person otherwise entitled to payment.
6.7 Location of Missing Participants.
(a) If a Participant cannot be located after
reasonable efforts have been made by the Plan Administrator to
locate him (or, in the case of a Participant's death, his
Beneficiary), then the Participant's Account shall be forfeited.
If a Participant's Account exceeds $500, reasonable efforts to
achieve payment shall be deemed to have been made if the Plan
Administrator is unable to locate the Participant (or
Beneficiary) after two successive certified or similar mailings
to the last address on file with the Plan Administrator;
provided, however, that in no event shall such reasonable efforts
be deemed to have been completed earlier than the close of the 12
consecutive calendar month period following the last of the two
successive mailings. If a Participant's Account does not exceed
$500, reasonable efforts to achieve payment shall be deemed to
have been made if the Plan Administrator is unable to locate the
Participant (or Beneficiary) after one certified or similar
mailing to the last address on file with the Plan Administrator
and the Participant (or Beneficiary) does not respond to the
mailing within three months following the date of the mailing.
(b) As of the Valuation Date next following the end of
the 12-month period or three-month period (whichever is
applicable), the missing Participant's Account shall be
forfeited. If the Participant or Beneficiary makes a valid
written claim for the Account after it has been forfeited, the
Participant's former Employer shall make a contribution to the
Plan to reinstate the forfeited amount to the Participant's
Account. The Employer's contribution may be made in one or more
payments over such period of time as the Employer deems
appropriate.
6.8 No Guarantee of Values. The Employer does not
guarantee that the market value of the Company Stock when it is
distributed will be equal to its purchase price or that the total
amount distributable or withdrawable under the Plan will be equal
to or greater than the amount of the Participant's contributions
and loans. Each Participant assumes all risk of any decrease in
the market value of the Company Stock and other assets allocable
to his Account in accordance with the provisions of the Plan.
6.9 Eligible Rollover Distributions.
(a) Notwithstanding any provision of the Plan to the
contrary, a distributee may elect, at the time and in the manner
prescribed by the Plan Administrator, to have any portion of an
eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct
rollover.
(b) Definitions.
(i) Eligible rollover distribution: An eligible
rollover distribution is any distribution of all or any
portion of the balance to the credit of the
distributee, except that an eligible rollover
distribution does not include: any distribution that
is one of a series of substantially equal periodic
payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or the
joint lives (or joint life expectancies) of the
distributee and the distributee's designated
beneficiary, or for a specified period of ten years or
more; any distribution to the extent such distribution
is required under Section 401(a)(9) of the Internal
Revenue Code; and the portion of any distribution that
is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation
with respect to employer securities).
(ii) Eligible retirement plan: An eligible
retirement plan is an individual retirement account
described in Section 408(a) of the Internal Revenue
Code, an individual retirement annuity described in
Section 408(b) of the Internal Revenue Code, an annuity
plan described in Section 403(a) of the Internal
Revenue Code, or a qualified trust described in Section
401(a) of the Internal Revenue Code, that accepts the
distributee's eligible rollover distribution. However,
in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement
annuity.
(iii) Distributee: A distributee includes an
employee or former employee. In addition, the
employee's or former employee's surviving spouse and
the employee's or former employee's spouse or former
spouse who is the alternate payee under a qualified
domestic relations order, as defined in Section 414(p)
of the Internal Revenue Code, are distributees with
regard to the interest of the spouse or former spouse.
(iv) Direct rollover: A direct rollover is a
payment by the Plan to the eligible retirement plan
specified by the distributee.
6.10 Qualified Joint and Survivor Annuity Rules.
(a) If an Account is transferred from a Plan to which
the qualified joint and survivor annuity rules apply, as
designated by an applicable Appendix, then the provisions of this
Section 6.10 shall apply to that Account to the extent so
designated on the applicable Appendix. The portion of an Account
under this Plan that is subject to the qualified joint and
survivor annuity rules is called a "J&S Account". A J&S Account
shall be subject to the following requirements:
(i) If a Participant is married at the time his
benefits are to commence and the Participant's vested
Account balance has ever exceeded $3,500, the
Participant's J&S Account will be paid in the form of a
Qualified Joint and Survivor Annuity, unless the
Participant rejects this form of payment, with the
consent of his spouse, in the manner described below.
(ii) If a Participant is unmarried at the time his
benefits are to commence and the Participant's vested
Account balance has ever exceeded $3,500, the
Participant's J&S Account will be paid in the form of a
Single Life Annuity, unless the Participant rejects
this form of payment in the manner described below.
(iii) If the forms of payment described in
subsections (a) and (b) have been rejected or do not
apply, a Participant's J&S Account shall be paid in the
form otherwise designated under this Plan.
(iv) If a married Participant dies before payment
of his J&S Account has begun and if the Participant's
vested Account balance has ever exceeded $3,500, the
Participant's J&S Account will be distributed to the
Participant's surviving spouse in the form a Qualified
Pre-Retirement Survivor Annuity, unless the Participant
elects otherwise before his death, with the consent of
his spouse, in the manner described below, or unless
the spouse elects to receive another form of payment
permitted under the Plan. If the Qualified Pre-
Retirement Survivor Annuity is rejected, the J&S
Account will be paid to the designated Beneficiary in
the form provided by Section 6.4.
(b) The Plan may pay a Qualified Joint and Survivor
Annuity, Single Life Annuity or Qualified Pre-Retirement Survivor
Annuity either directly from the Plan or by the purchase and
distribution of an annuity contract. The purchase and
distribution of an annuity contract to a Participant, spouse or
Beneficiary shall fully discharge any and all obligations of the
Plan to the Participant, spouse or Beneficiary, and neither the
Participant, spouse nor Beneficiary shall have any right or claim
against the Plan, the Plan Administrator or the Employer in the
event of the failure or default by the insurance company issuing
the annuity contract with respect to any or all payments due
under the annuity contract.
(c) In order to reject the Qualified Joint and
Survivor Annuity, Qualified Pre-Retirement Survivor Annuity, or
Single Life Annuity forms of payment from a J&S Account, the
Participant and his spouse, if any, must execute a written
election in the manner and form described below:
(i) The Plan Administrator shall provide a
written explanation to each Participant who has a J&S
Account of (i) the terms and conditions of the
Qualified Joint and Survivor Annuity, Qualified Pre-
Retirement Survivor Annuity, or Single Life Annuity,
whichever is applicable, (ii) the Participant's right
to make and revoke elections and the method by which
the Participant may do so, (iii) the effect of such an
election on the benefits of the Participant and the
spouse, and (iv) the rights of the Participant's spouse
regarding the election.
(ii) The written explanation of the Qualified
Joint and Survivor Annuity and Single Life Annuity will
be provided within a reasonable period of time before
the election period described in subparagraph (iii)
below. The Plan Administrator will provide the written
explanation of the Qualified Pre-Retirement Survivor
Annuity before the end of the "applicable period" with
respect to each Participant. The applicable period is
the latest to occur of:
(w) The period beginning with the first day
of the Plan Year in which the Participant attains
age 32 and ending with the close of the Plan Year
preceding the Plan Year in which the Participant
attains age 35;
(x) A reasonable period after the individual
becomes a Participant;
(y) A reasonable period ending after the
survivor benefit provisions apply to the
Participant; or
(z) A reasonable period after termination of
employment, in the case of a Participant who
terminates employment before attaining age 35.
(iii) The election periods shall be established as
follows:
(A) The period during which a Participant
may elect not to receive the Qualified Joint and
Survivor Annuity or Single Life Annuity shall be
the period beginning 90 days before the date on
which his benefits become payable (the "annuity
starting date") and ending on the annuity starting
date.
(B) The period during which a Participant
may elect not to receive the Qualified Pre-
Retirement Survivor Annuity shall be the period
beginning on the first day of the Plan Year during
which the Participant attains age 35 and ending on
the date of the Participant's death. However, if
a Participant terminates employment before he
attains age 35, his election period shall begin on
the date he terminates employment.
Each of the elections may be made or revoked by the
Participant with his spouse's consent at any time
during the applicable election period; however, spousal
consent to an election shall be irrevocable after it
has been given. After the expiration of the applicable
election period, an election is final and cannot be
changed.
(iv) The Plan Administrator shall provide suitable
forms and shall establish reasonable procedures for
elections. In order to be valid, an election or
revocation of an election (i) must be signed by the
Participant and his spouse, if any, (ii) must designate
a form of benefits or specific alternate Beneficiary
that cannot be changed without the spouse's consent,
and (iii) the spouse's consent must acknowledge the
effect of the election and must be witnessed by a
notary public or by a person authorized by the Plan
Administrator. If it is established to the
satisfaction of the Plan Administrator that the spouse
cannot be located, or is otherwise unable to sign, the
spouse's signature shall not be required. Any consent
by a spouse (or establishment that the spouse's consent
cannot be obtained) under the foregoing provisions
shall be effective only with respect to that spouse. A
spouse's consent applies only to the Beneficiary
designation executed simultaneously by the Participant,
unless the spousal consent waives all future rights of
the spouse to consent to additional Beneficiaries or
changes to the current Beneficiary. The Plan
Administrator may require a married Participant or his
spouse to supply such information as the Plan
Administrator deems necessary to verify the
Participant's marital status and the identification of
the Participant's spouse.
(d) If a Participant's Account balance has ever
exceeded $3,500 and part or all of the Participant's J&S Account
is to be distributed before the Participant attains age 65, the
Participant and his spouse, if any, must consent to a
distribution from the J&S Account before it may be made. The
consent of the Participant and his spouse must be given in
writing on a form designated by the Plan Administrator. To the
extent required by law, such form, and a notice which explains
the optional forms of benefit available to the Participant and
his spouse and his right to defer the receipt of his benefits,
will be provided to the Participant no less than 30 days and no
more than 90 days before the date on which the distribution is to
commence. Payment from the J&S Account shall be made or shall
begin to be made as soon as administratively feasible after the
Participant requests the payment, with the consent of his spouse,
if any, but no less than 30 days after the notice form was given
to the Participant.
<PAGE>
SECTION VII
WITHDRAWALS AND LOANS
7.1 Hardship Withdrawals.
(a) A Participant who is not a Canadian Employee may
request that the Plan Administrator authorize a hardship
withdrawal to be made from his Accounts, if the Participant has
incurred financial hardship, as described below.
(b) A Participant will be considered to have incurred
financial hardship if he has immediate and heavy financial needs
that cannot be fulfilled through other reasonably available
financial resources of the Participant. Immediate and heavy
financial needs shall mean needs resulting from:
(i) Expenses for medical care described in
Section 213(d) of the Internal Revenue Code previously
incurred by the Participant, the Participant's spouse,
or any dependents of the Participant (as defined in
Section 152 of the Internal Revenue Code) or necessary
for these persons to obtain medical care described in
Section 213(d) of the Internal Revenue Code;
(ii) Costs directly related to the purchase of a
principal residence for the Participant (excluding
mortgage payments);
(iii) Payment of tuition and related educational
fees for the next 12 months of post-secondary education
for the Participant or his spouse, children or
dependents (as defined in Section 152 of the Internal
Revenue Code);
(iv) Payments necessary to prevent the eviction of
the Participant from his principal residence or
foreclosure on the mortgage of the Participant's
principal residence; or
(v) Any additional expenses or payments approved
by the Internal Revenue Service.
The determination of hardship shall be made by the Plan
Administrator in a uniform and nondiscriminatory manner in
accordance with such standards as may be promulgated from time to
time by the Internal Revenue Service.
(c) A distribution will be deemed necessary to satisfy
an immediate and heavy financial need of the Participant if all
of the following requirements are met:
(i) The distribution is not in excess of the
amount of the Participant's immediate and heavy
financial need;
(ii) The Participant has obtained all
distributions,other than hardship withdrawals, and all
non-taxable loans currently available under all plans
maintained by the Employer;
(iii) The Participant may not make contributions to
the Plan or any other plan of deferred compensation
maintained by the Employer (except for any defined
benefit plan maintained by the Employer that requires
mandatory employee contributions) for 12 months after
receipt of the withdrawal; and
(iv) The Participant may not make Before-Tax
Contributions for the calendar year that immediately
follows the year of the withdrawal in excess of the
applicable limit under Section 4.1(b) for the year,
minus the amount of the Participant's Before-Tax
Contributions for the year in which the withdrawal is
made.
(d) Hardship withdrawals may be made as of the end of
any month (or more frequently, if the Plan Administrator so
determines). A Participant who wishes to make a hardship
withdrawal shall apply in writing to the Plan Administrator, in
such form and at such time as the Plan Administrator shall
designate. The Participant must furnish such information in
support of his application as may be requested by the Plan
Administrator.
(e) The Plan Administrator shall determine the amount,
if any, of withdrawal that may be made and may direct
distribution of as much of the eligible portion of the
Participant's Accounts as the Plan Administrator deems necessary
to alleviate the hardship. The Plan Administrator may not
authorize a hardship withdrawal in excess of the amount deemed
necessary to alleviate the hardship or in excess of the eligible
portion of the Participant's Accounts as of the date as of which
the Plan Administrator approves the withdrawal. The amount
withdrawn from a Participant's Accounts shall not exceed the
amount by which the balance of the Participant's Accounts exceeds
the unpaid balance of any outstanding loans described in Section
7.4. The Plan Administrator shall designate the order in which
hardship withdrawals shall be made from Participants' Accounts.
(f) Notwithstanding the foregoing, a Participant may
not withdraw from his Before-Tax Contributions Account any
earnings credited to that Account on or after January 1, 1989.
If Matching Contributions for years beginning on or after January
1, 1989 are included in computing the Actual Deferral Percentage
under Section 5.4(c), a Participant may not make a hardship
withdrawal from those Matching Contributions or earnings thereon.
(g) A hardship withdrawal shall be paid in a lump sum
payment as soon as is administratively feasible after the
Valuation Date coinciding with or next following the date on
which the hardship withdrawal is approved, in the same manner as
distributions are made pursuant to Section 6.4(f).
(h) Notwithstanding the foregoing, if a Participant
requests a withdrawal from a J&S Account, the qualified joint and
survivor annuity rules of Section 6.10 shall apply to the
withdrawal, notwithstanding anything in the Plan to the contrary.
7.2 Withdrawals During Employment.
(a) Subject to subsections (b) and (c) below, a
Participant who is not a Canadian Employee may request a
withdrawal of all or a specified part of his After-Tax
Contributions Accounts, After-Tax Matching Contributions Account,
and Rollover Account as of any Valuation Date. A withdrawal may
not exceed the Participant's interest in the foregoing Accounts
as of the Valuation Date as of which the withdrawal is made and
may not exceed the limits described in subsections (b) and (c)
below.
(b) A Participant may not withdraw Matching
Contributions that were made with respect to after-tax
contributions under the Prior Plan, until the Matching
Contributions have been held in the Plan (including the Prior
Plan) for at least 24 calendar months.
(c) In order to make a withdrawal pursuant to
subsection (a), a Participant must submit an application in such
form and at such time as the Plan Administrator shall designate.
A Participant's Accounts shall be valued as of the Valuation Date
as of which the Plan Administrator approves the withdrawal. The
amount withdrawn from a Participant's Accounts shall not exceed
the amount by which the Participant's total Accounts, reduced by
the unpaid balance of any outstanding loans described in Section
7.4, exceeds the unpaid balance of any outstanding loans
described in Section 7.4.
(d) A Participant who is not a Canadian Employee and
who has attained age 59-1/2 may request a one-time withdrawal of
the entire balance in his Accounts as of any Valuation Date.
After a Participant who has attained age 59-1/2 has made a one-
time withdrawal of his entire balance in his Accounts, any future
withdrawals shall be subject to the limitations imposed under
subsections (b) and (c) above. If a one-time withdrawal is made
pursuant to this subsection (d), the Participant's outstanding
loans described in Section 7.4 shall become due and payable. Any
loan described in Section 7.4 that is not promptly repaid shall
be considered in default and treated as a taxable distribution to
the Participant. To make a one-time withdrawal pursuant to this
subsection (d), a Participant must submit an application in such
form and at such time as the Plan Administrator shall designate.
(e) A withdrawal shall be paid in a lump sum payment,
in the same manner as distributions are made pursuant to Section
6.4(f).
(f) Notwithstanding the foregoing, if a Participant
requests a withdrawal from a J&S Account, the qualified joint and
survivor annuity rules of Section 6.10 shall apply to the
withdrawal, notwithstanding anything in the Plan to the contrary.
7.3 Withdrawals During Employment by Canadian Employees.
(a) Participants who are Canadian Employees may not
make withdrawals pursuant to Section 7.1 or 7.2. Instead, as of
any Valuation Date, a Participant who is a Canadian Employee may
withdraw all or any portion of his After-Tax Contributions
Account that does not exceed:
(i) That portion of the Account that has a market
value, as of the Valuation Date as of which the
withdrawal is made, equal to the aggregate after-tax
contributions made by the Participant to the Prior Plan
before the Valuation Date, less
(ii) The amount of any previous withdrawals made
by the Participant from the Account pursuant to
subsection (a).
(b) The Plan Administrator may authorize a Canadian
Employee to make a withdrawal from his After-Tax Matching
Contributions Account as of a Valuation Date if there is an
adverse condition in the Participant's affairs that, in the
opinion of the Plan Administrator, has resulted in an immediate
need for financial assistance to meet obligations incurred or to
be incurred by the Participant to pay (i) substantial medical or
other expenses to maintain the Participant's health or the health
of members of his immediate family, (ii) substantial expenses to
provide for the higher education of the Participant's children,
(iii) substantial expenses to maintain the Participant's welfare
and the welfare of his immediate family in the event of his
permanent lay-off, divorce, separation from his spouse or other
form of domestic breakdown, or (iv) substantial expenses arising
as a result of other family emergency, including, under
extraordinary circumstances, expenses needed to purchase a
primary residence. A Participant may not make a withdrawal
pursuant to this subsection (b) unless all amounts that may be
withdrawn pursuant to subsection (a) have been withdrawn.
(c) A withdrawal pursuant to this Section 7.3 shall be
made by submitting an application in such form and at such time
as the Plan Administrator shall designate. Withdrawals shall be
paid in a lump sum payment, in the same manner as distributions
are made pursuant to Section 6.4(f).
(d) Notwithstanding the foregoing, if a Participant
requests a withdrawal from a J&S Account the qualified joint and
survivor annuity rules of Section 6.10 shall apply to the
withdrawal, notwithstanding anything in the Plan to the contrary.
7.4 Loans. As of any Valuation Date, a Participant who is
an Employee, other than a Canadian Employee, may apply to the
Plan Administrator, for a loan to be made to the Participant from
his Accounts. Loan requests shall be made in such form and at
such times as the Plan Administrator shall designate. Loans
shall be made available to Participants who are not Employees if
and to the extent required by law, and, notwithstanding anything
in the Plan to the contrary, the Plan Administrator shall make
appropriate arrangements for such loans, if required by
applicable law. A loan may be made to a Participant subject to
the following conditions:
(a) The Plan Administrator shall implement procedures
for the authorization of Plan loans, using uniform and
nondiscriminatory standards. The Plan Administrator shall
take into consideration the terms of any existing Qualified
Domestic Relations Order in determining whether to authorize
a loan.
(b) The loan may only be made from a Participant's
vested interest in his Accounts as of the Valuation Date as
of which the loan is to be made. The minimum loan that may
be made to a Participant is $1,000 (or such other amount as
may be permitted by law) and the maximum loan is one-half of
the Participant's Accounts. The amount of loans outstanding
to a Participant at any time, aggregated with the
outstanding balance of all other loans to the Participant
from all other qualified plans maintained by the Employer
and Affiliated Companies, shall not exceed the lesser of:
(i) $50,000 (adjusted as described below); or
(ii) One-half of the Participant's Accounts under
the Plan.
The $50,000 amount referred to in subparagraph (i) above
shall be reduced by the difference between (x) the highest
outstanding balance of loans to the Participant from the
Plan during the one-year period ending on the day before the
date of the loan and (y) the outstanding balance of loans to
the Participant from the Plan on the date of the loan. For
purposes of applying the foregoing limitations, the value of
a Participant's Accounts shall be determined as of the
Valuation Date as of which the loan is to be made. Overdue
interest shall be deemed to be an outstanding loan.
(c) A Loan may not be made from a Participant's
Before-Tax Contributions that were made on or after July 1,
1994, that were matched by Matching Contributions, and that
have not been held in the Trust Fund for 24 consecutive
calendar months.
(d) Loans shall be available to all Participants on a
reasonably equivalent basis. Loans shall not be made
available to highly compensated Participants in a greater
percentage of their vested Account balances than the
percentage that is available to other Participants.
(e) Not more than one-half (or such other amount as
may be permitted by applicable law) of a Participant's
Accounts, determined immediately after the origination of
the loan, may be used as security for the outstanding
balance of all Plan loans made to a Participant.
(f) Loans shall be made in cash. When a loan is made
to a Participant, Company Stock and other assets held in his
Account will be liquidated to provide the funds to be loaned
to the Participant. The loan shall be evidenced by a
promissory note, which shall be held as an asset of the
Participant's Account.
(g) Interest on a loan shall be charged at a rate not
less than the prime rate in effect as of the first day of
the month in which the loan application is received by the
Plan Administrator, plus one percent. The Plan
Administrator shall determine the interest rate consistent
with applicable law. When establishing interest rates on
Plan loans, the Plan Administrator may charge different
rates based on the loan repayment method that will apply to
the Participant.
(h) A loan shall be repayable within five years from
the date on which the loan is made; provided that a loan
made for the purposes of enabling a Participant to purchase
his primary residence may have a term of up to ten years.
Loans to Employees shall be repaid by payroll deduction,
with equal payments (including principal and interest) due
each payday. Loans to Participants who are not active
Employees shall be repaid according to appropriate
arrangements made by the Plan Administrator. A Participant
may elect to prepay the balance of his outstanding loan at
any time by any method acceptable to the Plan Administrator.
If a Participant elects to prepay his outstanding loan, the
prepayment must be for the entire balance of the loan
amount, unless applicable law provides otherwise.
(i) A loan made to a Participant shall be considered a
separate investment of the portion of the Participant's
Account that is equal to the outstanding balance of the
loan. The balance in the borrowing Participant's Account
shall be reduced by the outstanding balance of the loan for
purposes of allocating net income and increases and
decreases in the value of the Trust Fund assets. Interest
and principal paid on the loan shall be credited to the
borrowing Participant's Account and shall be invested as
described in Section 9.7. Principal and interest paid on
the loan shall not be considered earnings of the Trust Fund
for allocation purposes.
(j) If an outstanding loan is not repaid as and when
due, the principal of and interest on the loan shall be
deducted from any benefit that the Participant or his
Beneficiary is entitled to receive, and the Participant or
Beneficiary shall be subject to tax in accordance with
Internal Revenue Code requirements. The unpaid principal
and interest shall be deducted from the Account on the first
date on which a Participant's Account may be distributed.
If a loan becomes due and payable upon a Participant's
termination of employment and the Participant (or
Beneficiary, in the event of his death) does not repay the
loan within 90 days after the Participant's termination of
employment, the portion of the Participant's Account
attributable to the unpaid loan will be deemed to be
distributed to the Participant (or Beneficiary) as of the
end of the 90-day period, and the Participant's Account
balance will be automatically offset by the unpaid loan
balance.
(k) If the entire balance in a Participant's Accounts
is distributed from the Trust Fund to a Participant or his
Beneficiary while a loan to the Participant is outstanding,
the Plan Administrator shall direct that the distributed
amount be applied to reduce the outstanding balance of the
loan.
(l) Expenses incurred by the Plan Administrator and
the Trustee in making, administering and collecting a loan
may be charged against the Account of the borrowing
Participant.
(m) The Plan Administrator may adopt and utilize such
forms and other documents as may be necessary or appropriate
to administer the Plan's loan provisions, and such forms and
documents are incorporated herein by this reference.
(n) A Participant may not request more than two loans
during a Plan Year. The Participant must repay any
outstanding loan from the Plan before receiving a second
loan from the Plan.
(o) Notwithstanding the foregoing, if a Participant
requests a loan from a J&S Account and the Participant is
married, the Participant's spouse must consent to the loan
from the J&S Account, to the use of the Participant's J&S
Account as security for the loan, and to any possible
reduction in the benefits that the Participant is entitled
to receive as a result of the loan, within 90 days before
the loan is made.
7.5 Outstanding Prior Plan Loans. Any outstanding loan
made before June 30, 1984, as described in Section 4.8 of the
Prior Plan as in effect before July 1, 1994, must be repaid
within 90 days after the Effective Date.
7.6 Insiders. Notwithstanding anything in the Plan to the
contrary:
(a) The Plan Administrator may impose on Insiders such
restrictions and requirements regarding participation,
contributions, investments, distributions and other matters
as the Plan Administrator deems appropriate to comply with
Rule 16b-3 or other applicable law, and
(b) If required by Rule 16b-3 or other applicable law,
a Participant who is an Insider may not request a withdrawal
or loan from, or a transfer to or from, the Company Stock
Fund more frequently than once a month.
<PAGE>
SECTION VIII
TRUST ARRANGEMENTS
8.1 Appointment of Trustee. The Trustee shall be named in
the Trust Agreement. Upon execution of the Trust Agreement, the
Trustee shall have exclusive responsibility, authority and
discretion to hold and invest the assets of the Plan, as provided
in the Trust Agreement and in the Plan.
8.2 Appointment of Investment Managers. The Plan
Administrator may appoint investment managers to manage part or
all of the trust assets, as provided in the Trust Agreement. An
investment manager must qualify as an investment manager under
Section 3(38) of ERISA.
<PAGE>
SECTION IX
INVESTMENT OF ACCOUNTS
9.1 Investment Funds.
(a) The following investment funds shall be
established for purposes of the Plan:
(i) Company Stock Fund. The Company Stock Fund
shall be invested primarily in Company Stock. The
Trustee may purchase and sell Company Stock on the open
market, from and to the Company, and in any other
manner as the Trustee deems appropriate, consistent
with applicable securities laws, ERISA and the Internal
Revenue Code.
(ii) Other Investment Funds. The Plan
Administrator shall designate other investment funds
from time to time for investment of Participants'
Accounts. The Plan Administrator shall select the
investment funds in accordance with Section 404(c) of
ERISA and the regulations thereunder. Special
investment funds with respect to assets of plans that
are merged into the Plan may be designated pursuant to
an applicable Appendix.
(b) Plan assets may be invested in a short term
investment fund or in any other manner deemed appropriate by the
Trustee, pending investment in the appropriate investment fund.
(c) The Plan Administrator may impose upon any
investment fund such restrictions as may be necessary or
appropriate. For example, the Plan Administrator may restrict
transfers to or from an investment fund, and the Plan
Administrator may limit the amount of a Participant's Account
that may be transferred to or from an investment fund during a
specified period of time.
9.2 Investment of Accounts by Participants Under Age 57.
(a) Each Participant who has not yet attained age 57
may elect either (i) to have his Before-Tax Contributions
invested in the Company Stock Fund and receive Matching
Contributions with respect to the Before-Tax Contributions or
(ii) to have his Before-Tax Contributions invested in one or more
of the alternate investment funds and not receive Matching
Contributions with respect to the Before-Tax Contributions.
(b) Before-Tax Contributions that are matched with
Matching Contributions pursuant to Section 4.2 automatically
shall be invested in the Company Stock Fund. Such matched
Before-Tax Contributions shall remain invested in the Company
Stock Fund, and may not be transferred to another investment
fund, until the earlier of (i) the date on which the matched
Before-Tax Contributions have been held in the Plan for at least
24 consecutive calendar months, or (ii) the date on which the
Participant attains age 57.
(c) Matching Contributions automatically shall be
invested in the Company Stock Fund, except as provided in Section
9.3. Matching Contributions, and earnings thereon, shall remain
invested in the Company Stock Fund and may not be transferred to
another investment fund until the Participant attains age 57.
(d) The following Accounts of a Participant who has
not attained age 57 shall be invested in the Company Stock Fund:
(i) The Participant's Before-Tax Contributions
that are made on or after July 1, 1994, that are
matched by Matching Contributions, and that have not
been held in the Plan for at least 24 months,
(ii) The portion of the Participant's Before-Tax
Contributions Account attributable to Before-Tax
Contributions made under the Prior Plan (and earnings
thereon),
(iii) The Participant's Before-Tax Matching
Contributions Account,
(iv) The Participant's After-Tax Matching
Contributions Account, and
(v) Before January 1, 1995, the Participant's
After-Tax Contributions Account.
(e) A Participant who has not attained age 57 may
elect to have the following Accounts invested in any of the
investment funds offered pursuant to Section 9.1:
(i) The portion of the Participant's Before-Tax
Contributions Account that is not required to be
invested in the Company Stock Fund pursuant to
subsection (d) above,
(ii) Effective as of January 1, 1995, the
Participant's After-Tax Contributions Account,
(iii) The Participant's Rollover Account, and,
(iv) Any amounts so designated pursuant to an
applicable Appendix to the Plan.
9.3 Investment of Accounts by Participants Who Have
Attained Age 57. Each Participant who has attained age 57 shall
have the right to direct the investment of all of his Accounts
into any of the investment funds offered pursuant to Section 9.1.
9.4 Directed Investments. With respect to those portions
of a Participant's Accounts that are not restricted to automatic
investment in the Company Stock Fund, investments may be directed
by the Participant in accordance with regulations issued under
the Internal Revenue Code and ERISA, as follows:
(a) A Participant may make investment directions in
such form and at such time as the Plan Administrator shall
designate. Investment directions shall specify the
investment funds in which the Participant's Accounts are to
be invested. Investment directions may be made at least
quarterly, and more frequently if the Plan Administrator so
determines, in whole percentages. Investment directions
shall be submitted to such person as the Plan Administrator
designates to implement Participants' directions. A
Participant's investment directions shall be implemented as
soon as is administratively feasible, consistent with
applicable law and the Trustee's fiduciary responsibilities.
An investment direction shall continue to apply until a
subsequent direction is properly submitted. A Participant's
Accounts may be charged for the reasonable expenses of
carrying out investment directions.
(b) To the extent required by applicable law or
regulations, each Participant shall be provided the
following information for each investment fund:
(i) An explanation that the Plan is intended to
constitute a plan described in Section 404(c) of ERISA
and the corresponding regulations, and that the
fiduciaries of the Plan may be relieved of liability
for any losses which are the direct and necessary
result of investment instructions given by such
Participant;
(ii) A description of the investment fund and its
investment objectives and risk and return
characteristics, including the type and diversification
of assets in the investment;
(iii) An identification of any designated
investment managers;
(iv) An explanation of the circumstances under
which the Participant may give instructions and
limitations thereon;
(v) A description of any fees and expenses which
may be charged to the Participant's Account in
connection with purchases or sales of interests in the
investment fund;
(vi) The name, address and telephone number of the
Plan fiduciary (or his designee) responsible for
providing the information required under this Section
9.4;
(vii) Any materials relating to the exercise of
voting or similar rights incidental to the
Participant's ownership interest in the investment
fund, to the extent that such rights are passed through
to Participants under the terms of the Plan;
(viii) If the investment fund is subject to the
Securities Act of 1933, a copy of the most recent
prospectus immediately prior to the Participant's
initial investment in the investment fund; and
(ix) With respect to the Company Stock Fund,
Participants shall be provided with all information
generally required to be provided to shareholders of
the Company.
(c) To the extent required by applicable law or
regulations, upon request, each Participant shall also be
provided the following information for each investment fund:
(i) A description of the annual operating
expenses and the total expenses, expressed as a
percentage of average net assets;
(ii) Copies of any prospectuses, financial
statements and reports, and any other materials that
are available to the Plan;
(iii) A list of the assets comprising the
portfolio, together with the value of each asset and,
if the asset is a fixed rate contract issued by a bank,
savings and loan association, or insurance company, the
name of the issuer, the term, and the rate of return on
the contract;
(iv) Information concerning the value of shares or
units in investment funds available to Participants
under the Plan, as well as the past and current
investment performance of such funds (determined, net
of expenses, on a reasonable and consistent basis); and
(v) Information concerning the value of shares or
units held in the Account of the Participant.
9.5 Limitations on Directed Investments. The Trustee may
decline to implement a Participant's investment directions if
such directions would:
(a) Result in a prohibited transaction as described in
ERISA section 406 or Internal Revenue Code section 4975;
(b) Generate taxable income to the Plan or jeopardize
its tax qualified status;
(c) Not be in accordance with the documents and
instruments governing the Plan;
(d) Cause a fiduciary to maintain the indicia of
ownership in an asset outside jurisdiction of the United
States district courts;
(e) Result in a loss greater than the balance in the
Participant's Account; or
(f) Result in certain transactions between the Plan
and the Employer or an affiliate of the Employer.
9.6 Application to Beneficiaries and Alternate Payees. All
Beneficiaries of deceased Participants who have Account balances
in the Plan may direct the investment of their Accounts into any
one or more of the investment funds offered pursuant to Section
9.1. After an Alternate Payee's interest in a Participant's
Accounts has been finally determined pursuant to Section 11.8,
the Alternate Payee may direct the investment of the Alternate
Payee's Accounts into one or more of the investment funds offered
pursuant to Section 9.1, to the same extent that the Participant
could have directed the investment of the Accounts.
9.7 Order of Withdrawals and Loans from the Investment
Funds. When a withdrawal or loan is made from a Participant's
Account that is invested in more than one investment fund, the
amount to be withdrawn or loaned shall be deducted
proportionately from the amount invested in each investment fund.
In the case of a loan, the amount to be deducted from each
investment fund shall be determined as of the Valuation Date as
of which the loan is to be made, after amounts to be allocated as
of the Valuation Date have been allocated but before any
transfers between the investment funds or withdrawals have been
made. Loan repayments shall be credited to the investment funds
in which the Participant's Account is invested, consistent with
the requirements of Section 9.2, if applicable. In the case of a
withdrawal, the amount to be deducted from each investment fund
shall be determined as of the Valuation Date as of which the
withdrawal is to be made, after amounts to be allocated as of
that Valuation Date have been allocated and after any loans or
any transfers between investment funds have been made. The Plan
Administrator shall have discretion to change, in a non-
discriminatory manner, the order in which withdrawals and loans
from the investment funds are to be made and credited.
9.8 Limitation on Insiders' Interests in Company Stock.
The Plan Administrator may determine that the fair market value
of Company Stock held in the Accounts of Participants who are
Insiders may not equal or exceed 20% of the fair market value of
all securities with a readily ascertainable fair market value
that are then held in the Trust Fund. If the limitation of this
Section is or may be exceeded, the Plan Administrator may direct
Insiders to invest all or part of their Accounts in investments
other than the Company Stock Fund, consistent with applicable
Internal Revenue Code and ERISA requirements.
9.9 Voting, Tender and Exercise of Similar Rights with
Respect to Company Stock.
(a) A Participant may instruct the Trustee how to
vote, tender, or exercise similar rights with respect to the
shares of Company Stock allocable to the Participant's Account.
The Trustee shall hold any voting, tender, or similar
instructions it receives from a Participant in the strictest
confidence and shall implement and follow procedures sufficient
to safeguard the confidentiality of such instructions, except to
the extent necessary to comply with Federal or state laws not
preempted by ERISA.
(b) The Trustee shall vote, tender or exercise similar
rights with respect to Company Stock for which timely
instructions are received according to the Participants'
instructions. The Trustee shall vote, tender, or exercise
similar rights with respect to shares of Company Stock for which
timely instructions are not received from Participants in such
manner as the Trustee deems appropriate.
(c) The Plan Administrator (or its agent) shall ensure
that all notices, forms, and other information regarding the
exercise of voting, tender, or similar rights are distributed to
Participants within a reasonable time before voting, tender, or
similar rights are to be exercised. Instructions from a
Participant must be received by the Trustee in time for the
Trustee to act with respect to them.
9.10 Management of the Company Stock Fund.
(a) The Plan Administrator shall implement and follow
procedures sufficient to safeguard the confidentiality of
information relating to the purchase, holding, and sale of
Company Stock by Participants, except to the extent necessary to
comply with Federal or state laws not preempted by ERISA.
(b) If required by law, the Plan Administrator shall
appoint an independent fiduciary (within the meaning of
applicable Department of Labor regulations) to perform certain
functions with respect to the Company Stock Fund if the Plan
Administrator determines that appointment of an independent
fiduciary is necessary because of a potential for undue Employer
influence upon Participants with regard to the direct or indirect
exercise of their shareholder rights.
(c) The Trustee shall manage the Company Stock Fund in
a manner consistent with ERISA, the Internal Revenue Code and
applicable securities laws. Consistent with these laws, the
Trustee shall implement appropriate procedures, restrictions and
limitations with respect to the purchase and sale of Company
Stock. If the Trustee is not able to execute fully Participants'
investment directions at a particular time, the Trustee shall
execute the instructions to the extent possible, in a pro rata
manner.
9.11 Allocation of Income. All net income that is earned on
investments in an investment fund described in Section 9.1 shall
be reinvested by the Trustee in that investment fund. As of each
Valuation Date, the Trustee shall determine the current fair
market value of each investment fund. As of each Valuation Date,
before making adjustments for withdrawals, loans and transfers,
the Plan Administrator shall adjust the Accounts invested in that
investment fund to reflect the value of the investment fund as of
that date. The adjustments shall be based on each Participant's
Account balance invested in the investment fund as of the
preceding Valuation Date. The outstanding balance of a
Participant's loans described in Section 7.4 will not be included
as part of his Account balance for purposes of allocations under
this Section 9.11.
<PAGE>
SECTION X
GENERAL PROVISIONS
10.1 Nonalienation of Benefits. No person shall have any
interest in or right to any assets of the Trust Fund or any
rights under the Plan except to the extent expressly provided in
the Plan. Benefits payable under the Plan shall not be subject
in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution,
or levy of any kind, either voluntary or involuntary, including
any liability for alimony or other payments for the support of a
spouse, former spouse, or for any other relative of a Participant
or Beneficiary, before actually being received by the person
entitled thereto under the terms of the Plan. Any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber,
charge or otherwise dispose of any right to benefits payable
under the Plan shall be void. The Trust Fund shall not in any
manner be liable for, or subject to, the debts, contracts,
liabilities, or torts of any person entitled to benefits
hereunder.
10.2 Merger or Consolidation. In the case of any merger or
consolidation of the Plan with, or transfer of assets or
liabilities to, any other plan, each Participant and Beneficiary
of the Plan shall have an accrued benefit immediately after the
merger, consolidation or transfer that is equal to or greater
than the accrued benefit that the Participant or Beneficiary had
immediately before the merger, consolidation or transfer.
10.3 No Contract of Employment. Nothing contained in the
Plan shall be construed as a contract of employment between the
Company and any person, or as giving a right to any person to
continue in the employment of an Employer, or as limiting the
right of an Employer to discharge any person at any time, with or
without cause.
10.4 Non-Reversion. It shall be impossible, at any time
before satisfaction of all liabilities with respect to
Participants and their Beneficiaries, for any part of the
principal or income of the Trust Fund to be used for, or diverted
to, purposes other than for the exclusive benefit of such
Participants and their Beneficiaries. However, the Employer's
contributions under the Plan for any particular Plan Year shall
be conditioned upon (i) the Plan initially being a qualified plan
under Section 401(a) of the Internal Revenue Code for the Plan
Year, and (ii) the contribution being deductible under Section
404 of the Internal Revenue Code. If, after the Employer's
contribution has been made, it is determined that a condition
described in (i) or (ii) was not satisfied with respect to such
contribution, or that all or a portion of such contribution was
made under a mistake of fact, then the Trustee shall refund to
the Employer within one year of the date the contribution is
remitted to the Trustee, if such contribution is made by reason
of a mistake of fact, or within one year of the denial of
qualification or disallowance of the deduction, the amount of the
contribution that was affected by the mistake of fact, or by a
condition described in (i) or (ii) not being satisfied, subject
to the following rules:
(a) The Trustee shall be under no obligation to make
such refund unless a written direction of the refund signed
by an authorized representative of the Employer, is
submitted to the Trustee.
(b) Earnings attributable to the refundable amount
shall not be refunded, but the refundable amount shall be
reduced by a proportionate share of any losses of the Trust
from the date of crediting by the Trustee to the date of
segregation.
(c) The Trustee shall be under no obligation to verify
that the refund is allowable or timely and shall be entitled
to rely on the Employer's written direction.
10.5 Construction and Severability. Except as otherwise
provided by Federal law, the Plan shall be administered,
construed and enforced according to Virginia law. Each provision
of the Plan shall be considered to be severable from all other
provisions, so that if any provision or any part of a provision
shall be declared void, the remaining provisions shall continue
to be effective.
10.6 Delegation of Authority. Whenever any Employer is
permitted or required to perform any act, such act may be
performed by any officer or other person duly authorized by the
Board.
10.7 Changes in Capital Structure. The existence of the
Plan shall not limit or in any way affect the right of any
Employer to change its capital structure or accounting practices
at any time in whatever manner it may determine to be advisable.
10.8 Receipt of Rollovers and Trustee-to-Trustee Transfers.
(a) Subject to rules established by the Plan
Administrator, the Trustee may receive a transfer of assets
previously held under another tax-qualified plan for the benefit
of a person who is eligible to participate in this Plan. Unless
the Plan Administrator determines otherwise, assets that are
subject to the joint and survivor annuity requirements of Section
417 of the Internal Revenue Code may not be transferred to this
Plan, and assets that were previously distributed from a plan
maintained by an Employer or a predecessor of an Employer may not
be transferred to this Plan. Transferred assets may be received
directly from the trustee of a tax-qualified plan, or they may be
received as a rollover contribution from a tax-qualified plan or
from an individual retirement account. Any plan from which
assets are received must be a plan qualified under Section 401 of
the Internal Revenue Code at the time of the transfer, and any
rollover individual retirement account must be an individual
retirement account within the meaning of Section 408 of the
Internal Revenue Code at the time of the rollover.
(b) The Trustee shall invest the transferred assets as
part of the Trust Fund. The transferred assets, and the earnings
and losses attributable to them, shall be held in the
Participant's Rollover Account (unless an applicable Appendix
provides otherwise).
(c) The Plan Administrator and the Trustee shall be
fully protected in relying on data, representations, or other
information provided by a Participant or other Employee for the
purpose of determining that the requirements of subsection (a)
have been satisfied.
10.9 Gender and Number. Every pronoun used in the Plan
shall be construed to be of such number and gender as the context
shall require.
10.10 Plan Merger. The Plan Administrator may direct that
one or more other defined contribution plans maintained by an
Employer be merged into this Plan. In the event of such a
merger, the Plan Administrator shall designate the Accounts to
which each Participant's accounts from the prior plan shall be
allocated. Attached to the Plan are one or more Appendices that
explain how the accounts of the prior plans are to be
administered under this Plan.
<PAGE>
SECTION XI
PLAN ADMINISTRATION
11.1 Plan Administrator.
(a) The Plan Administrator shall have responsibility
for administering the Plan and carrying out its provisions. The
Company, by action of its Board, shall appoint the Plan
Administrator, which shall consist of a committee of not less
than three persons. Any member of the Plan Administrator may be
removed and new members may be appointed by action of the Board.
(b) Any person appointed to be a member of the Plan
Administrator shall give his acceptance in writing to the
Company. Any member of the Plan Administrator may resign by
delivering his written resignation to the Company, and such
resignation shall be effective upon such delivery or upon any
date specified in the notice.
(c) For purposes of administering the Plan, the Plan
Administrator may delegate any or all of its duties, powers and
responsibilities to one or more persons, entities or
subcommittees, whose members may or may not be members of the
Plan Administrator.
11.2 Responsibilities. The Plan Administrator shall have
responsibility and authority to take all action and to make all
decisions necessary or proper to carry out the Plan. The
determination of the Plan Administrator as to any question
involving the general administration and interpretation of the
Plan shall be final, conclusive and binding. Any discretionary
actions to be taken under the Plan by the Plan Administrator with
respect to the classification of Employees, Participants,
Beneficiaries, contributions, or benefits shall be uniform in
nature and applicable to all persons similarly situated. Without
limiting the generality of the foregoing, the Plan Administrator
shall have the power, duty and express discretionary authority:
(a) To require any person to furnish such information
as it may request for the purpose of the proper
administration of the Plan as a condition to receiving any
benefits under the Plan;
(b) To make and enforce such rules and regulations and
prescribe the use of such forms as it shall deem necessary
for the efficient administration of the Plan;
(c) To interpret the Plan, and to resolve any
ambiguity or inconsistency;
(d) To decide questions concerning the eligibility of
any Employee to become a Participant;
(e) To employ counsel, accountants, specialists,
agents and such clerical, medical and other services as the
Plan Administrator may require in carrying out the
provisions of the Plan;
(f) To determine the manner in which the assets of the
Plan shall be disbursed; and
(g) To authorize one or more persons to make any
payment on its behalf, or to execute or deliver any
instrument.
(h) To appoint an independent fiduciary to carry out
activities relating to the Company Stock Fund if the Trustee
so requests in accordance with Section 9.10(b).
The Plan Administrator shall have the power to modify by
administrative practice the time periods set forth in the Plan
for making elections and applications with respect to
withdrawals, distributions, Plan loans, investment directions,
and other matters. The Plan Administrator shall exercise its
power in a uniform and nondiscriminatory manner in accordance
with applicable law.
11.3 Delegation of Duties:
(a) To the extent permitted by law, the Plan
Administrator and any person to whom it may delegate any duty or
power in connection with the Plan and the Employer and its
officers and directors shall be entitled to rely conclusively
upon, and shall be fully protected in any action taken or
suffered by them in good faith in the reliance upon, any counsel,
accountant, other specialist or other person selected by the Plan
Administrator, or in reliance upon any tables, valuations,
certificates, opinions or reports that shall be furnished by any
of them or by the Trustee. To the extent permitted by law, no
member of the Plan Administrator or any subcommittee, nor the
Employer or its officers and directors, shall be liable for any
neglect, omission or wrongdoing of the Trustee or of any other
person to whom powers, duties or responsibilities with respect to
the Plan have been delegated.
(b) The Plan Administrator may authorize one or more
persons to make any payment in its behalf, or to execute or
deliver any instrument.
11.4 Expenses. All expenses that shall arise in connection
with the administration of the Plan, including, but not limited
to, the compensation of the Trustee, administrative expenses and
other proper charges and disbursements of the Trustee, and
compensation and other expenses and charges of any counsel,
accountant, specialist, agent or other person who shall be
employed by the Plan Administrator in connection with the
administration thereof, shall be charged to the Trust Fund and
paid by the Trustee unless paid by the Employer. Participants'
Accounts may be charged for part or all of the expenses of
administration of the Plan, consistent with applicable law.
11.5 Compensation. Unless otherwise agreed to by the
Employer, the members of the Plan Administrator and any
subcommittee shall serve without compensation for services as
such, but all reasonable expenses incurred in the performance of
their duties shall be paid from the Trust Fund. Unless otherwise
determined by the Company or required by law, no officer of the
Company and no member of the Plan Administrator or any
subcommittee shall be required to give any bond or other security
in any jurisdiction.
11.6 Facility of Payment. Whenever, in the Plan
Administrator's opinion, a person who is entitled to receive a
benefit from the Plan (or an installment payment of the benefit)
is under a legal disability, or other incapacity that prevents
him from managing his financial affairs, the Plan Administrator
may direct the Trustee to make payments to the person, or to his
legal representative, or to a relative or friend of the person
for his benefit, or the Plan Administrator may direct the Trustee
to apply the payment for the benefit of the person. Any payment
of a benefit or any installment payment of a benefit in
accordance with the provisions of this Section shall be a
complete discharge of any liability for the making of such
payment under the provisions of the Plan.
11.7 Benefit Claims Procedure.
(a) If any person makes a claim regarding the amount
of any distribution or its method of payment, such person shall
present the reason for the claim in writing to the Plan
Administrator. The Plan Administrator, in its discretion, may
request a meeting to clarify any matters that it deems pertinent.
A claimant who is denied a claim will, within 90 days of its
receipt of the claim, be given notice by the Plan Administrator
that describes:
(i) The specific reason or reasons for the
denial;
(ii) The specific reference to the Plan provisions
on which the denial is based;
(iii) A list of additional material or information
(if any) that is necessary for the claimant to perfect
the claim, with an explanation of why the additional
information is needed;
(iv) An explanation of the Plan's claim procedure;
and
(v) An explanation that the claimant may request
a review of his claim denial by the Plan Administrator
by filing a written request with the Plan Administrator
not more than 60 days after receiving written notice of
the denial and that the claimant, or his
representative, before such review, may review
pertinent documents and submit issues and comments in
writing.
(b) If a review of the initial denial is requested and
the claim is again denied, the Plan Administrator shall again
give written notice within 60 days of its decision to deny the
claim to the claimant setting forth items (i) and (ii) above.
All final interpretations, determinations and decisions of the
Plan Administrator with respect to any matter hereunder shall be
conclusive and binding upon the Employer, Participants,
Employees, and all other persons claiming interest under the
Plan, except as otherwise provided by ERISA.
11.8 Domestic Relations Orders.
(a) If the Trustee or the Plan Administrator receives
a domestic relations order that purports to require the payment
of a Participant's benefits to a person other than the
Participant, the Plan Administrator shall take the following
steps:
(i) If benefits are in pay status, the Plan
Administrator shall direct the Trustee to withhold
payment and to account separately for the amounts that
will be payable to the Alternate Payees (defined below)
if the order is a Qualified Domestic Relations Order
(defined below).
(ii) The Plan Administrator shall promptly notify
the named Participant and any Alternative Payees of the
receipt of the domestic relations order and of the Plan
Administrator's procedures for determining if the order
is a Qualified Domestic Relations Order.
(iii) The Plan Administrator shall determine
whether the order is a Qualified Domestic Relations
Order under the provisions of Internal Revenue Code
Section 414(p).
(iv) The Plan Administrator shall notify the named
Participant and any Alternate Payees of its
determination as to whether the order meets the
requirements of a Qualified Domestic Relations Order.
(b) If, within 18 months beginning on the date the
first payment would be made under the domestic relations order
(the 18-Month Period), the order is determined to be a Qualified
Domestic Relations Order, the Plan Administrator shall direct the
Trustee to pay the specified amounts to the persons entitled to
receive the amounts pursuant to the order.
(c) If, within the 18-Month Period, (i) the order is
determined not to be a Qualified Domestic Relations Order or
(ii) the issue as to whether the order is a Qualified Domestic
Relations Order has not been resolved, the Plan Administrator
shall direct the Trustee to pay the specified amounts to the
Participant or other person who would have been entitled to such
amounts if there had been no order.
(d) If an order is determined to be a Qualified
Domestic Relations Order after the end of the 18-Month Period,
the determination shall be applied prospectively only.
(e) A Qualified Domestic Relations Order shall not
give an Alternate Payee any greater rights with respect to
distributions, investments or other matters than a Participant
would have with respect to the Account. Effective as of January
1, 1995, an Alternate Payee may elect to receive a distribution
of the Alternate Payee's Account at any time after the Alternate
Payee's interest in the Account has been finally determined.
Distributions shall be made to Alternate Payees in accordance
with the Plan, the Qualified Domestic Relations Order and
applicable law.
(f) For the purposes of this Section, the following
terms shall have the following definitions:
(i) Alternate Payee - Any spouse, former spouse,
child or other dependent of a Participant who is
recognized by a domestic relations order as having a
right to all or a portion of the benefits payable under
the Plan to the Participant.
(ii) Qualified Domestic Relations Order - Any
domestic relations order or judgment that meets the
requirements set forth in Internal Revenue Code Section
414(p).
<PAGE>
SECTION XII
AMENDMENT OF PLAN
12.1 Reserved Power to Modify, Suspend or Terminate. As
future conditions affecting this Plan cannot be foreseen, the
Company, through action of the Board, reserves the right to
amend, modify, suspend, or terminate the Plan. Any amendment may
affect future Participants, but may not diminish the balances in
the Accounts of any Participant or Beneficiary as they existed
immediately before the effective date of the amendment.
12.2 Amendment Requiring Shareholder Approval. If and to
the extent required to comply with Rule 16b-3, any amendment to
the Plan made prior to September 1, 1994 that would (a)
materially increase the benefits accruing to Participants under
the Plan, (b) materially increase the number of securities that
may be issued under the Plan, or (c) materially modify the
requirements as to eligibility for participation in the Plan,
must be submitted to the shareholders of the Company for
approval. Notwithstanding the foregoing, the Board may increase
the number of investment funds offered under the Plan without
first obtaining the approval of the shareholders of the Company.
If the September 1, 1994 effective date of the current proposed
changes to Rule 16b-3 is postponed, the September 1, 1994 date
referred to above shall be deemed to refer to such postponed
effective date of the current proposed changes to Rule 16b-3.
12.3 Distribution on Termination of Plan. If the Plan is
terminated or if there is a complete discontinuance of
contributions to the Plan, with or without notice, each
Participant's interest in his Accounts shall become fully vested.
A partial termination of the Plan, with or without notice, shall
be deemed to be a termination of the Plan resulting in full
vesting as to the part of the Plan that is terminated. In the
event of a termination of the Plan, Participants' Accounts shall
be distributed upon a date determined by the Plan Administrator.
<PAGE>
SECTION XIII
ADOPTION OF PLAN BY AFFILIATED COMPANIES
13.1 Adoption of the Plan. Any Affiliated Company may
become an Employer, with the approval of the Board, by adopting
the Plan for its Employees. An Affiliated Company that becomes a
party to the Plan shall promptly deliver to the Trustee a
certified copy of the resolutions or other documents evidencing
its adoption of the Plan. An Affiliated Company adopting the
Plan may determine whether and to what extent periods of
employment with the Affiliated Company before the Affiliated
Company adopts the Plan shall be included as Service under the
Plan, and an Affiliated Company may exclude certain classes of
Employees from eligibility to participate in the Plan, as long as
the exclusion does not result in prohibited discrimination under
the Internal Revenue Code.
13.2 Withdrawal. An Employer may withdraw from the Plan at
any time by giving the Plan Administrator advance notice in
writing of its intention to withdraw. Upon receipt of notice of
a withdrawal, the Plan Administrator shall certify to the Trustee
the equitable share of the withdrawing Employer in the Trust
Fund, and the Trustee shall set aside from the Trust Fund such
securities and other property as it shall, in its sole
discretion, deem to be equal in value to the withdrawing
Employer's equitable share. If the Plan is to be terminated with
respect to the withdrawing Employer, the amount set aside shall
be administered according to Section 10.2. If the Plan is not to
be terminated with respect to the withdrawing Employer, the
Trustee shall turn over the withdrawing Employer's equitable
share to a trustee designated by the withdrawing Employer, and
the securities and other property shall thereafter be held and
invested as a separate trust of the withdrawing Employer.
13.3 Sale of Employer or Division. If substantially all of
the stock or assets of an Employer or a division of an Employer
are sold, the Accounts of participants who are Employees of the
affected Employer or division may be transferred to a tax-
qualified defined contribution plan or the purchaser. If such a
transfer is made, the Accounts of the affected Participants shall
be transferred to a tax-qualified plan of the purchaser, and the
affected Participants shall no longer be entitled to any benefits
under this Plan. The transfer of Accounts shall be full
satisfaction of this Plan's obligation to provide benefits to the
affected Participants and their Beneficiaries.
<PAGE>
SECTION XIV
TOP HEAVY
14.1 Top Heavy. If the Plan is Top Heavy for any Plan Year,
then the provisions of this Section 14 shall apply,
notwithstanding anything in the Plan to the contrary. The
determination of Top Heavy status shall be made as follows:
(a) "Top Heavy" plans are one or more plans that are
qualified under Internal Revenue Code Section 401(a) and
under which the sum of the present value of accrued benefits
of Key Employees under defined benefit plans and the account
balances of Key Employees under defined contribution plans
exceeds 60% of the sum of the present value of accrued
benefits and account balances of all employees, former
employees (except for former employees who perform no
services for the Company for the five-year period ending on
the determination date), and beneficiaries in the plans.
The determination date is the date on which it is determined
whether this Plan is Top Heavy. Such determination shall be
made as of the last day of the immediately preceding Plan
Year or, in the case of the first Plan Year, the last day of
such Plan Year. The determination shall be made in
accordance with Internal Revenue Code Section 416(g). The
account balances under the Plan shall be valued as of each
Valuation Date. Actuarial equivalence and benefit accruals
shall be determined on the basis of the definition of
actuarial equivalence and accrued benefits used for purposes
of the James River Corporation of Virginia Retirement Plan
for Salaried and Other Non-Bargaining Unit Employees, as in
effect at the time. If the Company and Affiliated Companies
maintain more than one plan qualified under Internal Revenue
Code Section 401, then (a) each such plan in which a Key
Employee is a participant and (b) each such plan that must
be taken into account in order for a plan described in the
preceding clause to meet the requirements of Internal
Revenue Code Section 401(a)(4) or 410 shall be aggregated
with this Plan to determine whether the plans, as a group,
are Top Heavy. The Company and Affiliated Companies may, in
their discretion, aggregate any other qualified plan with
this Plan to the extent that such aggregation is permitted
by Internal Revenue Code Section 416(g). The Company will
determine whether the Plan is Top Heavy. For purposes of
the preceding sentence, a Plan includes a terminated plan
which was maintained by the Company within the last five
years ending on the determination date and would otherwise
be required to be aggregated with this Plan.
(b) A Key Employee is an Employee, former Employee or
Beneficiary who, at any time during the Plan Year or during
any of the four preceding Plan Years, is or was (i) an
officer of the Company or an Affiliated Company whose annual
Taxable Compensation from the Company and Affiliated Company
exceeds 50% of the amount in effect under Internal Revenue
Code Section 415(b)(1)(A) for the Plan Year, (ii) one of the
ten Employees who own (or are considered as owning, within
the meaning of Section 318 of the Internal Revenue Code) at
least 0.5% and the largest interests in the Company or an
Affiliated Company and whose annual Taxable Compensation
from the Company and Affiliated Companies is at least equal
to the amount in effect under Section 415(c)(1)(A) of the
Internal Revenue Code for the Plan Year, (iii) a 5% owner of
the Company or an Affiliated Company, or (iv) a 1% owner of
the Company or an Affiliated Company whose annual Taxable
Compensation from the Company and Affiliated Companies
exceeds $150,000. The amount in effect under Section
415(c)(1)(A) of the Internal Revenue Code for a Plan Year is
the $30,000 amount described in Section 5.3 of the Plan, as
adjusted. The determination of Key Employee status shall be
made in accordance with Section 416(i) of the Internal
Revenue Code, and the number of persons who are considered
Key Employees shall be limited as provided under that
Section.
14.2 Minimum Allocation. For any Plan Year in which the
Plan is Top Heavy, either a minimum benefit or a minimum
contribution shall be provided for each Participant who is not a
Key Employee and who is not covered by a collective bargaining
agreement under which retirement benefits were the subject of
good faith bargaining. Unless the minimum benefit described in
Section 416(c)(1) of the Internal Revenue Code is provided under
a defined benefit plan, the amount of Company and Affiliated
Company contributions and forfeitures that are allocated under
one or more plans maintained by the Company or Affiliated
Companies to the account of each Participant described above who
is an Employee on the last day of the Plan Year shall be at least
equal to 5% of the Participant's Taxable Compensation. This
minimum contribution shall be made under other plans maintained
by the Company or Affiliated Companies before it is made under
this Plan. The Company shall have discretion to contribute an
amount needed to satisfy this minimum allocation.
14.3 Compensation Limitation. For any Plan Year in which
this Plan is Top Heavy, the amount of a Participant's Taxable
Compensation that may be taken into account under the Plan shall
not exceed $150,000 (or an adjusted amount pursuant to Internal
Revenue Code Sections 401(a)(17) and 415(d)). If the Participant
is a 5% owner or is one of the 10 highly compensated employees,
as defined in Internal Revenue Code Section 414(q), earning the
most Section 415 Compensation, such limitation shall be
calculated by aggregating the Taxable Compensation of the
Participant and any "family member" of such Participant who
*participates in the Plan. For purposes of this paragraph, the
term "family member" means the Participant's spouse and lineal
descendants who have not attained age 19 by the close of the Plan
Year.
14.4 Benefit and Contribution Limitations. For Plan Years
in which the Plan is Top Heavy, the 1.25 amount in Section 5.3 of
the Plan shall be changed to 1.0 unless:
(a) The sum of the present value of accrued benefits
and account balances of Key Employees under plans aggregated
pursuant to Section 14.1(a) does not exceed 90% of the total
present value of accrued benefits and account balances of
all participants in the plans, and
(b) The minimum contribution described in Section 14.2
of the Plan is increased to 7-1/2% of the Participant's
Taxable Compensation.
IN WITNESS WHEREOF, the Company has caused this Plan to be
executed this 21st day of February, 1995.
JAMES RIVER CORPORATION OF
VIRGINIA
By /s/Daniel J. Girvan
<PAGE>
APPENDIX A
MERGER OF THE
JAMES RIVER II
SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
INTO THE STOCKPLUS INVESTMENT PLAN
The James River II Salaried Employees Retirement Savings
Plan (the "JRII Plan") will be merged into the StockPlus
Investment Plan as of July 1, 1994. Contributions to the JRII
Plan were frozen in 1986. The following special provisions
relate to accounts transferred from the JRII Plan:
1. All accounts in the JRII Plan immediately before
July 1, 1994 shall be transferred to this Plan as of July 1, 1994
and shall be administered according to the provisions of this
Plan, subject to the special provisions described below.
Employees and former employees who have accounts in the JRII Plan
immediately before July 1, 1994 are referred to as "Former JRII
Employees".
2. A Former JRII Employee's accounts under the JRII Plan
will be held in the following Accounts for the Former JRII
Employee under this Plan:
(a) The JRII Plan account attributable to before-tax
contributions shall be held in the Before-Tax Contributions
Account.
(b) The JRII Plan account attributable to after-tax
contributions shall be held in the After-Tax Contributions
Account.
(c) The JRII Plan account attributable to matching
contributions shall be held in the Before-Tax Matching
Contributions Account (except as described in subsection
3(b) below).
(d) The JRII Plan account attributable to rollover
contributions shall be held in the Rollover Account.
3. Each Former JRII Employee's Accounts shall be invested
according to the terms of this Plan, subject to the following
rules:
(a) A Former JRII Employee may direct the investment
of the portion of his Before-Tax Contributions Account that
is attributable to assets transferred from the JRII Plan
into any of the investment funds described in Section 9.1,
without regard to whether the Former JRII Employee has
attained age 57, subject to subsection (c) below.
(b) If the Former JRII Employee had the right to
invest his matching contributions account under the JRII
Plan in investments other than Company Stock, such matching
contributions shall be held in the Participant's After-Tax
Matching Contributions Account. The Former JRII Employee
may direct the investment of the portion of his After-Tax
Matching Contributions Account that is attributable to such
JRII Plan matching contributions in any of the investment
funds described in Section 9.1, subject to subsection (c)
below.
(c) Notwithstanding anything in the Plan to the
contrary, the investment fund consisting of an Executive
Life Insurance Company guaranteed investment contract (Fixed
Income Fund A) shall be considered a "frozen" investment
fund, and no amounts may be transferred to or from Fixed
Income Fund A. No loans, withdrawals or distributions may
be made from Fixed Income Fund A. If a Former JRII Employee
(or his Beneficiary or an Alternate Payee) elects a
distribution from his Accounts and a portion of the elected
amount is invested in Fixed Income Fund A, only the portion
of his Accounts that is not invested in Fixed Income Fund A
may be distributed. These restrictions on Fixed Income Fund
A shall remain in effect until such time as cash payments
are made from Executive Life Insurance Company (or a
successor) to Fixed Income Fund A in amounts available and
sufficient for distribution to Former JRII Employees.
(d) In other respects, a Former JRII Employee's
Accounts may be invested in the manner described for those
Accounts under Section IX of the Plan.
4. Each Former JRII Employee's Accounts shall be held and
administered according to the terms of this Plan, subject to the
following rules:
(a) If a Former JRII Employee has a loan from the JRII
Plan that is outstanding as of July 1, 1994, the loan will
remain outstanding under the merged Plan, until paid or
otherwise satisfied according to its terms. In other
respects, Plan loans will be governed by the provisions of
Section 7.4 of this Plan.
(b) As of the end of any Plan Year quarter, a Former
JRII Employee who has attained age 59-1/2 may elect to withdraw
part or all of the Former JRII Employee's interest in the
portion of his Before-Tax Contributions Account that is
attributable to before-tax contributions made under the JRII
Plan. The withdrawal shall be made pursuant to the
administrative procedures described in Section 7.2.
(c) If a Former JRII Employee received a withdrawal
from the JRII Plan before April 1, 1981 and repays to the
Plan in a lump sum an amount equal to the portion of the
withdrawal that was attributable to employee contributions
allocated to the basic after-tax account, the Employer shall
restore to the Participant's Account the amount of the
forfeiture, without adjustments. The amount of the
repayment shall be credited to the Former JRII Employee's
Matching Contributions Account. The repayment must be made
before the date on which the Participant completes a period
of severance of at least 12 consecutive calendar months
ending before January 1, 1985 or a period of severance of 60
months or more ending on or after January 1, 1985.
5. The provisions of this Plan are intended to comply with
the requirements of Section 411(d)(6) of the Internal Revenue
Code with respect to the accounts transferred from the JRII Plan.
The Plan shall be administered consistent with the requirements
of Section 411(d)(6) and the regulations thereunder.
<PAGE>
APPENDIX B
MERGER OF THE SPECIALTY PAPERS COMPANY
PROFIT SHARING PLAN INTO THE
STOCKPLUS INVESTMENT PLAN
The Specialty Papers Company Profit Sharing Plan (the
"Specialty Plan") will be merged into the StockPlus Investment
Plan on or around April 1, 1995 (for purposes of this Appendix,
the "Merger Date"). Contributions to the Specialty Plan were
frozen in 1987. The following special provisions relate to
accounts transferred from the Specialty Plan:
1. All accounts in the Specialty Plan immediately before
the Merger Date shall be transferred to this Plan as of the
Merger Date and shall be administered according to the provisions
of this Plan, subject to the special provisions described below.
Employees and former employees who have accounts in the Specialty
Plan immediately before the Merger Date are referred to as
"Former Specialty Employees".
2. A Former Specialty Employee's accounts under the
Specialty Plan will be held in the following Accounts for the
Former Specialty Employee under this Plan:
(a) The Specialty Plan account attributable to before-
tax contributions shall be held in the Before-Tax
Contributions Account.
(b) The Specialty Plan account attributable to after-
tax contributions shall be held in the After-Tax
Contributions Account.
(c) The Specialty Plan account attributable to
employer contributions shall be held in the Before-Tax
Matching Contributions Account.
3. Each Former Specialty Employee's Accounts shall be
invested according to the terms of this Plan, subject to the
following rules:
(a) A Former Specialty Employee may direct the
investment of the portion of his Before-Tax Contributions
Account and Before-Tax Matching Contributions Account that
is attributable to assets transferred from the Specialty
Plan into any of the investment funds described in Section
9.1, without regard to whether the Former Specialty Employee
has attained age 57.
(b) In other respects, a Former Specialty Employee's
account may be invested in the manner described for those
accounts under Section IX of the Plan.
4. Each Former Specialty Employee's Accounts shall be held
and administered according to the terms of this Plan, subject to
the following rules:
(a) An amount equal to the balance in a Former
Specialty Employee's Specialty Plan accounts as of the
Merger Date shall be considered a J&S Account and shall be
subject to the qualified joint and survivor annuity
provisions of Section 6.10 of this Plan. Plan earnings
after the Merger Date on amounts transferred from the
Specialty Plan shall not be considered part of the J&S
Account and shall not be subject to the qualified joint and
survivor annuity rules.
(b) As of the end of any Plan Year quarter, a Former
Specialty Employee who has attained age 59-1/2 may elect to
withdraw part or all of the Former Specialty Employee's
interest in the portion of his Before-Tax Contributions
Account that is attributable to before-tax contributions
made under the Specialty Plan. The withdrawal shall be made
pursuant to the administrative procedures described in
Section 7.2.
(c) If a Former Specialty Employee has a loan from the
Specialty Plan that is outstanding as of the Merger Date,
the loan will remain outstanding under the merged Plan until
paid or otherwise satisfied according to its terms. In
other respects, Plan loans will be governed by the
provisions of Section 7.4 of this Plan.
5. The provisions of this Plan are intended to comply with
the requirements of Section 411(d)(6) of the Internal Revenue
Code with respect to the accounts transferred from the Specialty
Plan. The Plan shall be administered consistent with the
requirements of Section 411(d)(6) and the regulations thereunder.
<PAGE>
APPENDIX C
MERGER OF THE JAMES RIVER - RIDGWAY CORPORATION
PROFIT SHARING AND INCENTIVE SAVINGS PLAN INTO THE
STOCKPLUS INVESTMENT PLAN
The James River - Ridgway Corporation Profit Sharing and
Incentive Savings Plan (the "Ridgway Plan") will be merged into
the StockPlus Investment Plan on or around April 1, 1995 (for
purposes of this Appendix, the "Merger Date"). Contributions to
the Ridgway Plan were frozen in 1988. The following special
provisions relate to accounts transferred from the Ridgway Plan:
1. All accounts in the Ridgway Plan immediately before the
Merger Date shall be transferred to this Plan as of the Merger
Date and shall be administered according to the provisions of
this Plan, subject to the special provisions described below.
Employees and former employees who have accounts in the Ridgway
Plan immediately before the Merger Date are referred to as
"Former Ridgway Employees".
2. A Former Ridgway Employee's accounts under the Ridgway
Plan will be held in the following Accounts for the Former
Ridgway Employee under this Plan:
(a) The Ridgway Plan account attributable to before-
tax contributions shall be held in the Before-Tax
Contributions Account.
(b) The Ridgway Plan account attributable to employer
contributions shall be held in the Before-Tax Matching
Contributions Account.
(c) The Ridgway Plan account attributable to rollover
contributions shall be held in the Rollover Account.
3. Each Former Ridgway Employee's Accounts shall be
invested according to the terms of this Plan, subject to the
following rules:
(a) A Former Ridgway Employee may direct the
investment of the portion of his Before-Tax Contributions
Account and Before-Tax Matching Contributions Account that
is attributable to assets transferred from the Ridgway Plan
into any of the investment funds described in Section 9.1,
without regard to whether the Former Ridgway Employee has
attained age 57.
(b) In other respects, a Former Ridgway Employee's
account may be invested in the manner described for those
accounts under Section IX of the Plan.
4. Each Former Ridgway Employee's Accounts shall be held
and administered according to the terms of this Plan, subject to
the following rules:
(a) As of the end of any Plan Year quarter, a Former
Ridgway Employee who has attained age 59-1/2 may elect to
withdraw part or all of the Former Ridgway Employee's
interest in the portion of his Before-Tax Contributions
Account that is attributable to before-tax contributions
made under the Ridgway Plan. The withdrawal shall be made
pursuant to the administrative procedures described in
Section 7.2.
(b) If a Former Ridgway Employee has a loan from the
Ridgway Plan that is outstanding as of the Merger Date, the
loan will remain outstanding under the merged Plan until
paid or otherwise satisfied according to its terms. In
other respects, Plan loans will be governed by the
provisions of Section 7.4 of this Plan.
5. The provisions of this Plan are intended to comply with
the requirements of Section 411(d)(6) of the Internal Revenue
Code with respect to the accounts transferred from the Ridgway
Plan. The Plan shall be administered consistent with the
requirements of Section 411(d)(6) and the regulations thereunder.
<PAGE>
APPENDIX D
MERGER OF THE DIAMOND OCCIDENTAL FOREST INC.
EMPLOYEE SAVINGS PLAN INTO THE
STOCKPLUS INVESTMENT PLAN
The Diamond Occidental Forest Inc. Employee Savings Plan
(the "DOFI Plan") will be merged into the StockPlus Investment
Plan on or around April 1, 1995 (for purposes of this Appendix,
the "Merger Date"). Contributions to the DOFI Plan were frozen
in 1993. The following special provisions relate to accounts
transferred from the DOFI Plan:
1. All accounts in the DOFI Plan immediately before the
Merger Date shall be transferred to this Plan as of the Merger
Date and shall be administered according to the provisions of
this Plan, subject to the special provisions described below.
Employees and former employees who have accounts in the DOFI Plan
immediately before the Merger Date are referred to as "Former
DOFI Employees".
2. A Former DOFI Employee's accounts under the DOFI Plan
will be held in the following Accounts for the Former DOFI
Employee under this Plan:
(a) The DOFI Plan account attributable to before-tax
contributions shall be held in the Before-Tax Contributions
Account.
(b) The DOFI Plan account attributable to after-tax
contributions shall be held in the After-Tax Contributions
Account.
(c) The DOFI Plan account attributable to employer
contributions shall be held in the Before-Tax Matching
Contributions Account.
(d) The DOFI Plan account attributable to rollover
contributions shall be held in the Rollover Account.
3. Each Former DOFI Employee's Accounts shall be invested
according to the terms of this Plan, subject to the following
rules:
(a) A Former DOFI Employee may direct the investment
of the portion of his Before-Tax Contributions Account and
Before-Tax Matching Contributions Account that is
attributable to assets transferred from the DOFI Plan into
any of the investment funds described in Section 9.1,
without regard to whether the Former DOFI Employee has
attained age 57.
(b) In other respects, a Former DOFI Employee's
Account may be invested in the manner described for those
Accounts under Section IX of the Plan.
4. Each Former DOFI Employee's Accounts shall be held and
administered according to the terms of this Plan, subject to the
following rules:
(a) An amount equal to the balance in a Former DOFI
Employee's DOFI Plan accounts as of the Merger Date shall be
considered a J&S Account and shall be subject to the
qualified joint and survivor annuity provisions of Section
6.10 of this Plan. Plan earnings after the Merger Date on
amounts transferred from the DOFI Plan shall not be
considered part of the J&S Account and shall not be subject
to the qualified joint and survivor annuity rules.
(b) As of the end of any Plan Year quarter, a Former
DOFI Employee who has attained age 59-1/2 may elect to withdraw
part or all of the Former DOFI Employee's interest in the
portion of his Before-Tax Contributions Account that is
attributable to before-tax contributions made under the DOFI
Plan. The withdrawal shall be made pursuant to the
administrative procedures described in Section 7.2.
5. The provisions of this Plan are intended to comply with
the requirements of Section 411(d)(6) of the Internal Revenue
Code with respect to the accounts transferred from the DOFI Plan.
The Plan shall be administered consistent with the requirements
of Section 411(d)(6) and the regulations thereunder.
<PAGE>
APPENDIX E
MERGER OF THE PAPER ART COMPANY, INC.
401(K) PROFIT SHARING PLAN INTO THE
STOCKPLUS INVESTMENT PLAN
The Paper Art Company, Inc. 401(k) Profit Sharing Plan (the
"Paper Art Plan") will be merged into the StockPlus Investment
Plan on or around April 1, 1995 (for purposes of this Appendix,
the "Merger Date"). Contributions to the Paper Art Plan were
frozen in 1993. The following special provisions relate to
accounts transferred from the Paper Art Plan:
1. All accounts in the Paper Art Plan immediately before
the Merger Date shall be transferred to this Plan as of the
Merger Date and shall be administered according to the provisions
of this Plan, subject to the special provisions described below.
Employees and former employees who have accounts in the Paper Art
Plan immediately before the Merger Date are referred to as
"Former Paper Art Employees" for purposes of this Appendix.
2. A Former Paper Art Employee's accounts under the Paper
Art Plan will be held in the following Accounts for the Former
Paper Art Employee under this Plan:
(a) The Paper Art Plan account attributable to before-
tax contributions shall be held in the Before-Tax
Contributions Account.
(b) The Paper Art Plan account attributable to
employer contributions shall be held in the Before-Tax
Matching Contributions Account.
(c) The Paper Art Plan account attributable to
rollover contributions shall be held in the Rollover
Account.
3. Each Former Paper Art Employee's Accounts shall be
invested according to the terms of this Plan, subject to the
following rules:
(a) A Former Paper Art Employee may direct the
investment of the portion of his Before-Tax Contributions
Account and Before-Tax Matching Contributions Account that
is attributable to assets transferred from the Paper Art
Plan into any of the investment funds described in Section
9.1, without regard to whether the Former Paper Art Employee
has attained age 57.
(b) In other respects, a Former Paper Art Employee's
Accounts may be invested in the manner described for those
Accounts under Section IX of the Plan.
4. Each Former Paper Art Employee's Accounts shall be held
and administered according to the terms of this Plan, subject to
the following rules:
(a) An amount equal to the balance in a Former Paper
Art Employee's Paper Art Plan accounts as of the Merger Date
shall be considered a J&S Account and shall be subject to
the qualified joint and survivor annuity provisions of
Section 6.10 of this Plan. Plan earnings after the Merger
Date on amounts transferred from the Paper Art Plan shall
not be considered part of the J&S Account and shall not be
subject to the qualified joint and survivor annuity rules.
(b) If a Former Paper Art Employee has a loan from the
Paper Art Plan that is outstanding as of the Merger Date,
the loan will remain outstanding under the merged Plan until
paid or otherwise satisfied according to its terms. In
other respects, Plan loans will be governed by the
provisions of Section 7.4 of this Plan.
5. The provisions of this Plan are intended to comply with
the requirements of Section 411(d)(6) of the Internal Revenue
Code with respect to the accounts transferred from the Paper Art
Plan. The Plan shall be administered consistent with the
requirements of Section 411(d)(6) and the regulations thereunder.
<PAGE>
APPENDIX F
MERGER OF THE PAPER ART COMPANY, INC. 401(K) PLAN
FOR BARGAINING UNIT EMPLOYEES INTO THE
STOCKPLUS INVESTMENT PLAN
The Paper Art Company, Inc. 401(k) Plan for Bargaining Unit
Employees (the "Paper Art Bargained Plan") will be merged into
the StockPlus Investment Plan on or around April 1, 1995 (for
purposes of this Appendix, the "Merger Date"). Contributions to
the Paper Art Bargained Plan were frozen in 1993. The following
special provisions relate to accounts transferred from the Paper
Art Bargained Plan:
1. All accounts in the Paper Art Bargained Plan
immediately before the Merger Date shall be transferred to this
Plan as of the Merger Date and shall be administered according to
the provisions of this Plan, subject to the special provisions
described below. Employees and former employees who have
accounts in the Paper Art Bargained Plan immediately before the
Merger Date are referred to as "Former Paper Art Employees" for
purposes of this Appendix.
2. A Former Paper Art Employee's accounts under the Paper
Art Bargained Plan will be held in the following Accounts for the
Former Paper Art Employee under this Plan:
(a) The Paper Art Bargained Plan account attributable
to before-tax contributions shall be held in the Before-Tax
Contributions Account.
(b) The Paper Art Bargained Plan account attributable
to rollover contributions shall be held in the Rollover
Account.
3. Each Former Paper Art Employee's Accounts shall be
invested according to the terms of this Plan, subject to the
following rules:
(a) A Former Paper Art Employee may direct the
investment of the portion of his Before-Tax Contributions
Account that is attributable to assets transferred from the
Paper Art Bargained Plan into any of the investment funds
described in Section 9.1, without regard to whether the
Former Paper Art Employee has attained age 57.
(b) In other respects, a Former Paper Art Employee's
Account may be invested in the manner described for those
Accounts under Section IX of the Plan.
4. Each Former Paper Art Employee's Accounts shall be held
and administered according to the terms of this Plan, subject to
the following rules:
If a Former Paper Art Employee has a loan from the Paper Art
Bargained Plan that is outstanding as of the Merger Date,
the loan will remain outstanding under the merged Plan until
paid or otherwise satisfied according to its terms. In
other respects, Plan loans will be governed by the
provisions of Section 7.4 of this Plan.
5. The provisions of this Plan are intended to comply with
the requirements of Section 411(d)(6) of the Internal Revenue
Code with respect to the accounts transferred from the Paper Art
Union Plan. The Plan shall be administered consistent with the
requirements of Section 411(d)(6) and the regulations thereunder.
<PAGE>
APPENDIX G
MERGER OF THE RAMPART PACKAGING, INC.
SALARY DEFERRAL PLAN INTO THE
STOCKPLUS INVESTMENT PLAN
The Rampart Packaging, Inc. Salary Deferral Plan (the
"Rampart Plan") will be merged into the StockPlus Investment Plan
on or around April 1, 1995 (for purposes of this Appendix, the
"Merger Date"). Contributions to the Rampart Plan were frozen in
1991. The following special provisions relate to accounts
transferred from the Rampart Plan:
1. All accounts in the Rampart Plan immediately before the
Merger Date shall be transferred to this Plan as of the Merger
Date and shall be administered according to the provisions of
this Plan, subject to the special provisions described below.
Employees and former employees who have accounts in the Rampart
Plan immediately before the Merger Date are referred to as
"Former Rampart Employees".
2. A Former Rampart Employee's accounts under the Rampart
Plan will be held in the following Accounts for the Former
Rampart Employee under this Plan:
(a) The Rampart Plan account attributable to before-
tax contributions shall be held in the Before-Tax
Contributions Account.
(b) The Rampart Plan account attributable to employer
contributions shall be held in the Before-Tax Matching
Contributions Account.
(c) The Rampart Plan account attributable to rollover
contributions shall be held in the Rollover Account.
3. Each Former Rampart Employee's Accounts shall be
invested according to the terms of this Plan, subject to the
following rules:
(a) A Former Rampart Employee may direct the
investment of the portion of his Before-Tax Contributions
Account and Before-Tax Matching Contributions Account that
is attributable to assets transferred from the Rampart Plan
into any of the investment funds described in Section 9.1,
without regard to whether the Former Rampart Employee has
attained age 57.
(b) In other respects, a Former Rampart Employee's
Account may be invested in the manner described for those
Accounts under Section IX of the Plan.
4. Each Former Rampart Employee's Accounts shall be held
and administered according to the terms of this Plan, subject to
the following rules:
If a Former Rampart Employee has a loan from the Rampart
Plan that is outstanding as of the Merger Date, the loan
will remain outstanding under the merged Plan until paid or
otherwise satisfied according to its terms. In other
respects, Plan loans will be governed by the provisions of
Section 7.4 of this Plan.
5. The provisions of this Plan are intended to comply with
the requirements of Section 411(d)(6) of the Internal Revenue
Code with respect to the accounts transferred from the Rampart
Plan. The Plan shall be administered consistent with the
requirements of Section 411(d)(6) and the regulations thereunder.
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of James River Corporation of Virginia on Form S-8 (File No.
33-54491) of our report dated July 5, 1995, on our audits of the
financial statements of the James River Corporation of Virginia
StockPlus Investment Plan as of December 31, 1994 and 1993, and for the
year ended December 31, 1994, which report is included in this Annual
Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
July 5, 1995
