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, 1996
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
<PAGE>
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, 1996 and December 31, 1995 4-7
Statement of changes in net assets available for benefits, with fund
information for the year ended December 31, 1996 8-9
Notes to financial statements 10-17
Supplemental schedules:
Assets held for investment purposes as of December 31, 1996 18
Loans or fixed income obligations in default for the year ended
December 31, 1996 *
Leases in default or classified as uncollectible for the year ended
December 31, 1996 *
Nonexempt transactions for the year ended December 31, 1996 *
Reportable transactions for the year ended December 31, 1996 19
Exhibits to Annual Report on Form 11-K 20
Signatures 21
- ----------
* There were no such transactions during the period specified.
<PAGE>
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, 1996, and December 31,
1995, and the related statement of changes in net assets available for benefits,
with fund information, for the year ended December 31, 1996. 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, 1996, and December 31, 1995, and the
changes in net assets available for benefits, with fund information, for the
year ended December 31, 1996, 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, 1996, and reportable transactions for
the year ended December 31, 1996, 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
May 16, 1997
<PAGE>
<TABLE>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
December 31, 1996
<CAPTION>
Fund Information
------------------------------------------------------------------
James River Crown Fidelity IDS New
Stock Vantage Balanced Dimensions
ASSETS Fund Stock Fund Fund Fund
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash equivalents $4,332,649 $54,544
Investments, at fair value
James River Common Stock (historical cost: $216,695,052) 329,330,671
Crown Vantage Common Stock (historical cost: $9,837,829) 6,270,756
Mutual funds (historical cost: $68,090,382) $8,398,054 $23,346,268
Loans receivable from participants
- ------------------------------------------------------------------------------------------------------------------------------------
Total investments 329,330,671 6,270,756 8,398,054 23,346,268
- ------------------------------------------------------------------------------------------------------------------------------------
Receivables
Employer's contributions 508,133 3,352 6,493
Participant's contributions 456,068 35,200 136,189
Accrued interest 6,926 333
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Total receivables 971,127 333 38,552 142,682
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Total assets 334,634,447 6,325,633 8,436,606 23,488,950
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LIABILITIES
Fund transfers in transit 332,020 1,734 (206,440)
Other 130,755 321,602
- ------------------------------------------------------------------------------------------------------------------------------------
Total liabilities 332,020 1,734 130,755 115,162
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets available for benefits $334,302,427 $6,323,899 $8,305,851 $23,373,788
====================================================================================================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
December 31, 1996 (continued)
<CAPTION>
Fund Information
--------------------------------------------------------------------
Masterworks JPM Pierpont JPM Pierpont Loans
S&P 500 Bond Money Market to
ASSETS Stock Fund Fund Fund Participants Total
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Cash equivalents $162,392 $4,549,585
Investments, at fair value
James River Common Stock (historical cost: $216,695,052) 329,330,671
Crown Vantage Common Stock (historical cost: $9,837,829) 6,270,756
Mutual funds (historical cost: $68,090,382) $12,064,722 $3,660,458 $25,101,176 72,570,678
Loans receivable from participants 15,236,307 15,236,307
- -----------------------------------------------------------------------------------------------------------------------------------
Total investments 12,064,722 3,660,458 25,101,176 15,236,307 423,408,412
- -----------------------------------------------------------------------------------------------------------------------------------
Receivables
Employer's contributions 3,924 810 1,513 524,225
Participant's contributions 74,584 9,616 11,248 722,905
Accrued interest 7,259
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Total receivables 78,508 10,426 12,761 1,254,389
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Total assets 12,143,230 3,670,884 25,113,937 15,398,699 429,212,386
- -----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Fund transfers in transit (12,577) (114,737)
Other 98,651 26,801 352,547 930,356
- -----------------------------------------------------------------------------------------------------------------------------------
Total liabilities 86,074 26,801 237,810 930,356
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets available for benefits $12,057,156 $3,644,083 $24,876,127 $15,398,699 $428,282,030
===================================================================================================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
December 31, 1995
<CAPTION>
Fund Information
----------------------------------------------------------
James River Crown Fidelity IDS New
Stock Vantage Balanced Dimensions
ASSETS Fund Stock Fund Fund Fund
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash equivalents $4,604,637 $139,032 $1,900 $4,401
Investments, at fair value
James River Common Stock (historical cost: $238,848,378) 268,595,736
Crown Vantage Common Stock (historical cost: $13,415,100) 14,337,139
Mutual funds (historical cost: $61,518,716) 7,883,526 13,317,020
Loans receivable from participants
- --------------------------------------------------------------------------------------------------------------------------
Total investments 268,595,736 14,337,139 7,883,526 13,317,020
- --------------------------------------------------------------------------------------------------------------------------
Receivables
Employer's contributions 406,692 4,818 5,391
Participant's contributions 633,592 30,327 65,424
Accrued interest 11,736 367
- --------------------------------------------------------------------------------------------------------------------------
Total receivables 1,052,020 367 35,145 70,815
- --------------------------------------------------------------------------------------------------------------------------
Total assets 274,252,393 14,476,538 7,920,571 13,392,236
- --------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Fund transfers in transit 395,521 (9,865) (41,955) (9,164)
Other 82,682 86,801
- --------------------------------------------------------------------------------------------------------------------------
Total liabilities 395,521 (9,865) 40,727 77,637
- --------------------------------------------------------------------------------------------------------------------------
Net assets available for benefits $273,856,872 $14,486,403 $7,879,844 $13,314,599
==========================================================================================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
December 31, 1995 (continued)
<CAPTION>
Fund Information
-----------------------------------------------------------------------
Masterworks JPM Pierpont JPM Pierpont Loans
S&P 500 Bond Money Market to
ASSETS Stock Fund Fund Fund Participants Total
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Cash equivalents $1,730 $40,942 $3,277 $4,795,919
Investments, at fair value
James River Common Stock (historical cost: $238,848,378) 268,595,736
Crown Vantage Common Stock (historical cost: $13,415,100) 14,337,139
Mutual funds (historical cost: $61,518,716) 6,876,778 2,836,272 31,895,076 62,808,672
Loans receivable from participants $16,295,046 16,295,046
- -----------------------------------------------------------------------------------------------------------------------------------
Total investments 6,876,778 2,836,272 31,895,076 16,295,046 362,036,593
- -----------------------------------------------------------------------------------------------------------------------------------
Receivables
Employer's contributions 2,251 742 1,836 421,730
Participant's contributions 19,505 4,222 7,801 760,871
Accrued interest 5 12,108
- -----------------------------------------------------------------------------------------------------------------------------------
Total receivables 21,756 4,964 9,642 1,194,709
- -----------------------------------------------------------------------------------------------------------------------------------
Total assets 6,900,264 2,882,178 31,907,995 16,295,046 368,027,221
- -----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Fund transfers in transit (12,661) 73,718 (395,594)
Other 45,074 995 215,552
- -----------------------------------------------------------------------------------------------------------------------------------
Total liabilities 32,413 73,718 (394,599) 215,552
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets available for benefits $6,867,851 $2,808,460 $32,302,594 $16,295,046 $367,811,669
===================================================================================================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
December 31, 1996
<CAPTION>
Fund Information
---------------------------------------------------------------
James River Crown Fidelity IDS New Masterworks
Stock Vantage Balanced Dimensions S&P 500
Fund Stock Fund Fund Fund Stock Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Additions to net assets attributable to:
Investment income:
<S> <C> <C> <C> <C>
Cash dividends on James River Common Stock and mutual funds $6,618,825 $383,547 $882,475 $359,468
Interest on mutual funds
Interest on cash equivalents
Interest on loans to participants
- -----------------------------------------------------------------------------------------------------------------------------------
Total investment income 6,618,825 383,547 882,475 359,468
- -----------------------------------------------------------------------------------------------------------------------------------
Net appreciation (depreciation) in fair value of investments 96,081,013 $(4,713,882) 243,714 2,782,983 1,392,432
- -----------------------------------------------------------------------------------------------------------------------------------
Contributions and deposits:
Deposits by participating employees 19,076,354 913,409 2,650,239 1,154,591
Contributions by employer, before reduction for forfeitures 14,414,287 120,769 183,463 107,662
Rollover contributions 237,181 25,840 667,483 98,598
Refund of contributions related to highly compensated
employees (770,838)
Partial recovery of investment writedown
- -----------------------------------------------------------------------------------------------------------------------------------
Total contributions and deposits 32,956,984 1,060,018 3,501,185 1,360,851
- -----------------------------------------------------------------------------------------------------------------------------------
Total additions (deductions) 135,656,822 (4,713,882) 1,687,279 7,166,643 3,112,751
- -----------------------------------------------------------------------------------------------------------------------------------
Deductions from net assets attributable to:
Distributions to participants (30,445,235) (1,164,603) (1,481,496) (2,734,951) (1,349,858)
Forfeitures (3,682)
Administrative costs (175,285) (375) (1,006) (428) (223)
- -----------------------------------------------------------------------------------------------------------------------------------
Total deductions (30,624,202) (1,164,978) (1,482,502) (2,735,379) (1,350,081)
- -----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) prior to interfund transfers 105,032,620 (5,878,860) 204,777 4,431,264 1,762,670
- -----------------------------------------------------------------------------------------------------------------------------------
Transfers between funds:
Transfers between investment funds (16,005,829) (1,166,903) 583,671 7,663,343 4,457,276
Loans to participants (6,725,893) (217,393) (122,622) (408,242) (223,986)
Loan repayments 6,620,181 74,658 215,046 109,946
- -----------------------------------------------------------------------------------------------------------------------------------
Total transfers between funds (16,111,541) (1,384,296) 535,707 7,470,147 4,343,236
- -----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets available for benefits,
prior to divestitures 88,921,079 (7,263,156) 740,484 11,901,411 6,105,906
- -----------------------------------------------------------------------------------------------------------------------------------
Assets transferred to other plans (Note 1(a)) (28,475,524) (899,348) (314,477) (1,842,222) (916,601)
- -----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets available for benefits 60,445,555 (8,162,504) 426,007 10,059,189 5,189,305
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets available for benefits:
Beginning of year 273,856,872 14,486,403 7,879,844 13,314,599 6,867,851
- -----------------------------------------------------------------------------------------------------------------------------------
End of year $334,302,427 $6,323,899 $8,305,851 $23,373,788 $12,057,156
===================================================================================================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
December 31, 1996 (continued)
Fund Information
<CAPTION>
--------------------------------------------------------------------
JPM Pierpont JPM Pierpont Executive Life Loans
Bond Money Market Fixed Income to
Fund Fund Fund Participants Total
- ------------------------------------------------------------------------------------------------------------------------------------
Additions to net assets attributable to:
Investment income:
<S> <C> <C> <C> <C>
Cash dividends on James River Common Stock and mutual funds $208,583 $8,452,898
Interest on mutual funds $1,416,528 1,416,528
Interest on cash equivalents $599 599
Interest on loans to participants $1,154,562 1,154,562
- ------------------------------------------------------------------------------------------------------------------------------------
Total investment income 208,583 1,416,528 599 1,154,562 11,024,587
- ------------------------------------------------------------------------------------------------------------------------------------
Net appreciation (depreciation) in fair value of investments (123,572) 95,662,688
- ------------------------------------------------------------------------------------------------------------------------------------
Contributions and deposits:
Deposits by participating employees 189,110 264,667 24,248,370
Contributions by employer, before reduction for forfeitures 28,787 58,385 14,913,353
Rollover contributions 126,509 5,684 1,161,295
Refund of contributions related to highly compensated
employees (770,838)
Partial recovery of investment writedown 394,071 394,071
- ------------------------------------------------------------------------------------------------------------------------------------
Total contributions and deposits 344,406 328,736 394,071 39,946,251
- ------------------------------------------------------------------------------------------------------------------------------------
Total additions (deductions) 429,417 1,745,264 394,670 1,154,562 146,633,526
- ------------------------------------------------------------------------------------------------------------------------------------
Deductions from net assets attributable to:
Distributions to participants (428,986) (11,378,654) (859,004) (49,842,787)
Forfeitures (3,682)
Administrative costs (37) (2,372) (179,726)
- ------------------------------------------------------------------------------------------------------------------------------------
Total deductions (429,023) (11,381,026) (859,004) (50,026,195)
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) prior to interfund transfers 394 (9,635,762) 394,670 295,558 96,607,331
- ------------------------------------------------------------------------------------------------------------------------------------
Transfers between funds:
Transfers between investment funds 926,041 3,937,071 (394,670)
Loans to participants (17,878) (78,168) 7,794,182
Loan repayments 68,457 48,378 (7,136,666)
- ------------------------------------------------------------------------------------------------------------------------------------
Total transfers between funds 976,620 3,907,281 (394,670) 657,516
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets available for benefits,
prior to divestitures 977,014 (5,728,481) 953,074 96,607,331
- ------------------------------------------------------------------------------------------------------------------------------------
Assets transferred to other plans (Note 1(a)) (141,391) (1,697,986) (1,849,421) (36,136,970)
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets available for benefits 835,623 (7,426,467) (896,347) 60,470,361
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets available for benefits:
Beginning of year 2,808,460 32,302,594 16,295,046 367,811,669
- ------------------------------------------------------------------------------------------------------------------------------------
End of year $3,644,083 $24,876,127 $15,398,699 $428,282,030
====================================================================================================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
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
September 1, 1996 (the "Plan"), provides only general
information on the Plan in effect as of December 31, 1996. The
Plan as in effect before September 1, 1996, 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 Plan offers seven investment options to
Participants. 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.
In 1996, the Company sold its Flexible Packaging and related
Inks divisions, as well as several small Consumer Products
Business mills. As a result of these divestitures, all
employees of the divested locations ceased to participate in
the Plan and $36,136,970 of assets were transferred out of the
Plan as of December 31, 1996.
On August 28, 1995, the Company spun off part of its
Communications Papers Business, as well as the specialty
paper-based portion of its Packaging Business, into a new
company, Crown Vantage Inc. ("Crown"). The existing
shareholders of the Company on record as of August 25, 1995,
received one share of Crown Vantage Inc. common stock, no par
value ("Crown Vantage Common Stock") for each ten shares held
by the shareholder. The Plan was amended to create an
investment fund consisting primarily of Crown Vantage Common
Stock (the "Crown Vantage Stock Fund"). As a result of the
spin-off, during 1995, the Plan received a stock distribution
of 1,338,892 shares of Crown valued at a cost of $17,852,205.
Effective as of August 22, 1995, all employees of Crown ceased
to participate in the Plan and, in 1995 after the spin-off of
Crown, $92,143,542 of assets were transferred out of the Plan.
(b) Contributions
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. Prior to September 1, 1996, in
order to receive matching contributions from the Company,
before-tax contributions made by Participants who had not
reached age 57 were required to be invested in the James River
Stock Fund, as defined in Note 1(e).
<PAGE>
Prior to September 1, 1996, the Company made 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%
Effective September 1, 1996, the Company makes matching
contributions to the James River Stock Fund equal to 60% of
employee contributions up to 6% of compensation, regardless of
the fund in which they are invested. The Company makes no
matching contributions with respect to the portion of a
Participant's contributions that exceeds 6% of the
Participant's compensation.
Also effective September 1, 1996, the Company makes
discretionary contributions to all eligible Participants'
accounts equal to 1% of compensation, which are invested in
the James River Stock Fund.
(c) Participant Accounts
Each Participant's account is credited with the Participant's
contributions and allocations of the Company's matching and
discretionary contributions and Plan earnings. Allocations of
contributions and earnings are based on the Participant's
contributions or account balances, as defined in the Plan.
Participant's accounts are charged with an allocation of
administrative expenses in the form of a quarterly fee and
certain transaction fees, as applicable.
(d) 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(i).
(e) Investment Options
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 Crown Vantage Stock Fund, (iii) the Fidelity
Balanced Fund, (iv) the IDS New Dimensions Fund, (v) the
Masterworks S&P 500 Stock Fund, (vi) the JPM Pierpont Bond
Fund, and (vii) the JPM 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 Masterworks 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 JPM 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 JPM 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, which was
frozen as of July 1, 1994, was invested in a managed pool of
guaranteed investment contracts and structured investment
contracts of various insurance companies through July 1995.
Unless participants elected otherwise, all investments held in
the T. Rowe Price Fixed Income Fund as of July 1995 were
transferred to the JPM Pierpont Money Market Fund.
As described below, Participants have the right to direct the
investment of certain of their Plan accounts and contributions
into any of the Plan's available investment funds.
Effective September 1, 1996, a Participant may elect to invest
his before-tax contributions into any of the available
investment funds. All employee contributions may be
transferred or reinvested into any of the Plan's available
investment funds without restriction. The Company's matching
and discretionary contributions are invested in the James
River Stock Fund and must remain in that fund until the
Participant attains age 57. Participants who have attained age
57 may direct the investment of all funds in their accounts,
including matching and discretionary contributions, into any
of the Plan's available investment funds.
Each Participant may direct the investment of the portion of
his account that is invested in the Crown Vantage Stock Fund
into any of the other available investment funds. However,
Participants may not transfer assets from other investment
funds to the Crown Vantage Stock Fund. 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.
(f) 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. Prior to September
1, 1996, a loan could 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 had
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,
1996, there were 4,822 Participants with outstanding loans.
(g) Distributions and Withdrawals
Distributions are recorded when paid. If a Participant
retires, dies, terminates employment, or incurs a permanent
disability, 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. Distributions 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. 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. 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.
With limited exceptions, withdrawals may be made from a
Participant's account attributable to after-tax contributions,
the portion of Company after-tax matching contributions, and
rollover contributions. 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.
(h) 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.
(i) 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.
Refunds made during the Plan year ended December 31, 1996,
have been reflected as a reduction of contributions and
deposits on the statement of changes in net assets available
for benefits, with fund information.
(j) Number of Participants
There were 16,368 and 17,987 Participants in the Plan as of
December 31, 1996 and December 31, 1995, respectively. 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):
1996 1995
------- ------
James River Stock Fund 15,879 17,725
Crown Vantage Stock Fund 12,526 16,672
Fidelity Balanced Fund 1,516 1,109
IDS New Dimensions Fund 3,002 1,919
Masterworks S&P 500 Stock Fund 2,046 922
JPM Pierpont Bond Fund 540 361
JPM Pierpont Money Market Fund 1,328 1,344
Executive Life Fixed Income Fund 556
(k) Assets Transferred to Other Plans
These amounts represent account balances transferred out of
the Plan related to certain 1996 divestitures as described in
Note 1(a).
2. Summary of Significant Accounting Policies:
(a) Basis of Accounting
The financial statements of the Plan are prepared under the
accrual method of accounting, in accordance with generally
accepted accounting principles.
(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 investments in James River Common Stock and Crown Vantage
Common Stock are stated at market value, based on their
closing prices on the New York Stock Exchange Composite Tape
on the last trading day of the period. The number of shares of
James River Common Stock held by the Plan was 9,942,058 and
11,133,502 on December 31, 1996, and December 31, 1995,
respectively. The closing market price per share of James
River Common Stock was $33.125 and $24.125 on December 31,
1996, and December 31, 1995, respectively. The Plan also held
Crown Vantage Common Stock of 737,736 shares at $8.50 per
share and 1,006,115 shares at $14.25 per share on December 31,
1996, and December 31, 1995, respectively.
Investments held in the Fidelity Balanced Fund, the
Masterworks S&P 500 Stock Fund, the JPM Pierpont Bond Fund and
the JPM 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.
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, 1996, the assets of the Plan were held
under an Agreement of Trust with The Bank of New York, New
York, New York (the "Trustee"). State Street Global Advisors,
(formerly known as State Street Bank and Trust), Bloomington,
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. Interest income is recorded on the accrual basis.
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.
Employee and employer contributions are transferred to the
Trustee promptly, one week after employee contributions are
withheld from compensation.
(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. Withdrawals are
recorded when paid.
(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 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) Use of Estimates
Financial statements prepared in conformity with generally
accepted accounting principles require management to make
estimates and assumptions that significantly affect amounts
reported therein. Actual results could differ from those
estimates.
(j) 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 Plan prior to January 1, 1991, were
prohibited from making withdrawals, loans, fund transfers, or final
distributions from this fund until such time as the California court
permitted 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 $1,314,373 was recorded as of December 31, 1993, for the
impairment of value of the Plan's investment in the Executive Life
guaranteed investment contract. As a result of a favorable decision by
the California Supreme Court in 1995, an annual distribution schedule
was put in place beginning in 1995 and continuing until the assets of
the estate were distributed in full. Actual distributions received by
the Plan from Executive Life as of December 31, 1996, totaled
$7,730,344. A portion of this distribution reflects a recovery of
$395,562 of the 1993 valuation adjustment. An additional distribution
of $594,104 was received from Executive Life in April 1997. A small
final distribution remains to be made by Executive Life. All funds
received from Executive Life are allocated to the appropriate
participant accounts.
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. 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 $181,799,000 and $168,378,000 as of December 31, 1996,
and December 31, 1995, respectively. Nonparticipant-directed activity
in the James River Stock Fund for 1996 included investment income of
approximately $3,476,000, net appreciation in fair value of investments
of approximately $76,279,000, contributions of approximately
$12,832,000, distributions of approximately $10,821,000, and assets
transferred to other plans of approximately $17,277,000. Due to changes
in the Plan resulting from the September 1, 1996, amendment, certain
participant accounts related to pre-tax employee contributions of
approximately $53,918,000 were recharacterized from
nonparticipant-directed to participant-directed. Only the James River
Stock Fund includes such nonparticipant-directed amounts.
6. Units and Unit Values:
The James River Stock Fund, the Crown Vantage Stock Fund, the Fidelity
Balanced Fund, the IDS New Dimensions Fund, the Masterworks S&P 500
Stock Fund, the JPM Pierpont Bond Fund and the JPM Pierpont Money
Market Fund are accounted for on a unitized, daily-valued fund basis.
The number of units, calculated daily by the recordkeeper, and unit
values of net assets as of December 31, 1996, were:
Units Unit Values
--------------- ---------------
James River Stock Fund 10,121,176 $33.03
Crown Vantage Stock Fund 738,773 $8.56
Fidelity Balanced Fund 589,904 $14.08
IDS New Dimensions Fund 1,128,732 $20.71
Masterworks S&P 500 Stock Fund 757,835 $15.91
JPM Pierpont Bond Fund 356,913 $10.21
JPM Pierpont Money Market Fund 24,876,127 $1.00
<PAGE>
7. Investments:
Investments that represent more than 5% of the Plan's net assets are as
follows:
1996 1995
----------------- ----------------
James River Stock Fund $329,330,671 $268,595,736
IDS New Dimensions Fund 23,346,268 2,782,983
JPM Pierpont Money Market Fund 25,101,176 31,895,076
8. Tax Status:
The Plan is intended to be a qualified profit sharing plan under
Sections 401(a) and 401(k) of the Internal Revenue Code, and as such is
not subject to federal income taxes. The Company has received a
favorable determination letter from the Internal Revenue Service, dated
January 17, 1996, with respect to the qualification of the Prior Plan.
The Plan administrator and the Plan's tax counsel believe that the
amended and restated Plan is designed and operated in accordance with
the applicable requirements of the Internal Revenue Code. The Plan
administrator will request an updated determination letter from the
Internal Revenue Service.
9. Administrative Expenses:
Significant expenses of administering the Plan are borne by James
River, which are partially offset by certain fees charged to the
Participants' 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 T. Rowe Price Contract were 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 James River Stock
Fund, the Crown Vantage Stock Fund, the Fidelity Balanced Fund, the IDS
New Dimensions Fund, the Masterworks S&P 500 Stock Fund, the JPM
Pierpont Bond Fund, the JPM Pierpont Money Market Fund, 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.
<PAGE>
<TABLE>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1996
<CAPTION>
Identity of Issue Description of Investment Cost Current Value
- -------------------------------------- --------------------------------- ------------------ -------------------------
<S> <C> <C>
Cash equivalents Interest rate -- variable $4,546,045 $4,546,045
*James River Corporation of Virginia 9,942,058 shares 216,695,052 329,330,671
Common Stock, $.10 par value
Crown Vantage Inc. 737,736 shares 9,837,829 6,270,756
Common Stock, no par value
Fidelity Balanced Fund Interest in mutual funds 7,840,840 8,398,054
at $14.08 per unit
IDS New Dimensions Fund Interest in mutual funds 20,322,218 23,346,268
at $20.71 per unit
Masterworks S&P 500 Stock Fund Interest in mutual funds 10,423,406 12,064,722
at $15.91 per unit
JPM Pierpont Bond Fund Interest in mutual funds 3,680,948 3,660,458
at $10.21 per unit
JPM Pierpont Money Market Fund Interest in mutual funds 25,101,176 25,101,176
at $1.00 per unit
Executive Life Insurance Company Trust fund; interest rate -- 721,794 - -
variable based on 30 day
Treasury Bill rates; various
maturity dates
*Participant loans Interest rate -- 6% to 13%; -- 15,398,699
various maturity dates
* Party in interest to the Plan.
</TABLE>
<PAGE>
<TABLE>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1996
Expense
<CAPTION>
Identity of Party Number of Incurred with
Involved/Description of Asset Purchase Price Selling Price Transactions Transactions Cost NetGain(Loss)
- ----------------------------------------------- --------------- -------------- ------------- ------------- ---------- -------------
I. Single transaction in excess of 5%:
None
II. Series of transactions other than
securities in excess of 5%:
None
III. Series of transactions involving
securities in excess of 5%:
<S> <C> <C> <C> <C> <C> <C>
*James River Corporation of Virginia $24,329,736 - - 24 $35,629 $24,329,736 - -
Common Stock - - $34,562,951 589 - - 29,696,407 $4,866,545
*Bank of New York Collective Short Term 59,733,502 - - 204 - - 59,733,502 - -
Investment Fund - - 59,755,407 356 - - 59,755,407 - -
JPM Pierpont Money Market Fund 12,649,650 - - 118 - - 12,649,650 - -
- - 19,463,223 150 - - 19,456,385 6,838
IV. Security transactions with a party involved
in a single reportable transaction:
None
* Party in interest to the Plan.
</TABLE>
<PAGE>
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 James River Corporation of Virginia StockPlus Investment Plan,
Amended and Restated as of September 1,1996, filed herewith.
23 Consent of Independent Accountants, filed herewith.
<PAGE>
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 23, 1997 /s/Michael J. Allan
- ------------- -----------------------------------
Committee Member - Michael J. Allan
June 23, 1997 /s/Clifford A. Cutchins, IV
- ------------- ------------------------------------
Committee Member - Clifford A. Cutchins, IV
June 23, 1997 /s/Daniel J. Girvan
- ------------- ------------------------------------
Committee Member - Daniel J. Girvan
June 23, 1997 /s/William A. Paterson
- ------------- ------------------------------------
Committee Member - William A. Paterson
Exhibit 4
JAMES RIVER CORPORATION OF VIRGINIA
STOCKPLUS INVESTMENT PLAN
Amended and Restated Effective September 1, 1996
E-1
<PAGE>
TABLE OF CONTENTS
Page
SECTION I
ESTABLISHMENT OF THE STOCKPLUS INVESTMENT PLAN.......................1
SECTION II
DEFINITIONS..........................................................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 Discretionary Employer Contributions............4
2.12 Effective Date..................................4
2.13 Employee........................................4
2.14 Employer or Employers...........................4
2.15 ERISA...........................................4
2.16 Highly Compensated Employee.....................4
2.17 Hours of Service................................4
2.18 Insider.........................................5
2.19 Internal Revenue Code...........................5
2.20 J&S Account.....................................5
2.21 Leave of Absence................................5
2.22 Matching Contributions..........................5
2.23 Non-Union Participant...........................5
2.24 Participant.....................................6
2.25 Permanent Disability............................6
2.26 Plan............................................6
2.27 Plan Administrator..............................6
2.28 Plan Year.......................................6
2.29 Prior Plan......................................6
2.30 Qualified Joint and Survivor Annuity............6
2.31 Qualified Pre-Retirement Survivor Annuity.......7
2.32 Retirement Date.................................7
2.33 Rule 16b-3......................................7
2.34 Salaried Participant............................7
2.35 Service.........................................7
2.36 Single Life Annuity.............................8
2.37 Taxable Compensation............................8
2.38 Trust Agreement.................................8
2.39 Trustee.........................................8
2.40 Trust Fund......................................9
2.41 Union Participant...............................9
2.42 Valuation Date..................................9
<PAGE>
SECTION III
PARTICIPATION.......................................................10
3.1 Participation in General.......................10
3.2 Participation in the Before-Tax
Contributions Portion of the Plan..............10
3.3 Duration of Participation; Reemployment........11
SECTION IV
CONTRIBUTIONS.......................................................12
4.1 Before-Tax Contributions.......................12
4.2 Matching Contributions.........................12
4.3 Elections as to Before-Tax Contributions;
Changes........................................12
4.4 Discretionary Employer Contribution............13
4.5 Time and Manner of Payment of Contributions....14
SECTION V
ACCOUNTS ...........................................................15
5.1 Participants' Accounts.........................15
5.2 Allocation of Contributions....................15
5.3 Annual Addition and Benefit Limitations........16
5.4 Anti-Discrimination Test for Before-Tax
Contributions..................................17
5.5 Anti-Discrimination Test for Matching
Contributions..................................19
5.6 Highly Compensated Employees...................21
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........................28
6.6 Benefits to Minors and Incompetents............28
6.7 Location of Missing Participants...............29
6.8 No Guarantee of Values.........................29
6.9 Eligible Rollover Distributions................30
6.10 Qualified Joint and Survivor Annuity Rules.....31
SECTION VII
WITHDRAWALS AND LOANS...............................................35
7.1 Hardship Withdrawals...........................35
7.2 Withdrawals During Employment..................37
7.3 Withdrawals During Employment by Canadian
Employees......................................38
7.4 Loans..........................................39
7.5 Outstanding Prior Plan Loans...................42
7.6 Insiders.......................................42
<PAGE>
SECTION VIII
TRUST ARRANGEMENTS..................................................43
8.1 Appointment of Trustee.........................43
8.2 Appointment of Investment Managers.............43
SECTION IX
INVESTMENT OF ACCOUNTS..............................................44
9.1 Investment Funds...............................44
Under Age 57...................................44
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.........................................48
9.7 Order of Withdrawals and Loans from the
Investment Funds...............................48
9.8 Voting, Tender and Exercise of Similar
Rights with Respect to Company Stock...........48
9.9 Management of the Company Stock Fund...........49
9.10 Allocation of Income...........................49
SECTION X
GENERAL PROVISIONS..................................................51
10.1 Nonalienation of Benefits......................51
10.2 Merger or Consolidation........................51
10.3 No Contract of Employment......................51
10.4 Non-Reversion..................................51
10.5 Construction and Severability..................52
10.6 Delegation of Authority........................52
10.7 Changes in Capital Structure...................52
10.8 Receipt of Rollovers and Trustee-to-Trustee
Transfers......................................52
10.9 Gender and Number..............................53
10.10 Plan Merger....................................53
SECTION XI
PLAN ADMINISTRATION.................................................54
11.1 Plan Administrator.............................54
11.2 Responsibilities...............................54
11.3 Delegation of Duties...........................55
11.4 Expenses.......................................55
11.5 Compensation...................................56
11.6 Facility of Payment............................56
11.7 Benefit Claims Procedure.......................56
11.8 Domestic Relations Orders......................57
11.9 Persons With Qualified Military Service........58
<PAGE>
SECTION XII
AMENDMENT OF PLAN...................................................60
12.1 Reserved Power to Modify, Suspend or
Terminate......................................60
12.2 Distribution on Termination of Plan............60
SECTION XIII
ADOPTION OF PLAN BY AFFILIATED COMPANIES............................61
13.1 Adoption of the Plan...........................61
13.2 Withdrawal.....................................61
13.3 Sale of Employer or Division...................62
SECTION XIV
TOP HEAVY...........................................................62
14.1 Top Heavy......................................62
14.2 Minimum Allocation.............................63
14.3 Compensation Limitation........................63
14.4 Benefit and Contribution Limitations...........64
<PAGE>
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
APPENDIX H Provisions Relating to Employees of the
Communications Papers Business
APPENDIX I Establishment of Crown Vantage Stock Fund
APPENDIX J Provisions Relating to Former Employees of
Benchmark Holdings, Inc. and Wincup Holdings,
Inc.
APPENDIX K Provisions Relating to the Prior Plan
APPENDIX L Special Provisions Relating to Ashland Mill
Employees
APPENDIX M Provisions Relating to Employees Acquired by the
Fonda Group, Inc.
<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 further amended the Plan as of July 1, 1994, with certain
provisions effective as of January 1, 1995. The Plan is amended and restated,
generally effective as of September 1, 1996, to reflect certain design changes
and changes in applicable law.
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.
(A) 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.
(B) 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.
<PAGE>
(C) 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. 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.
<PAGE>
(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 required to be included under Section 414(s) of the
Internal Revenue Code and applicable Treasury Regulations.
2.11 Discretionary Employer Contributions means contributions made by
an Employer pursuant to Section 4.4.
2.12 Effective Date means, for the amended and restated Plan, except
where indicated otherwise, September 1, 1996. The original effective date
of the Plan was June 29, 1973.
2.13 Employee means a person employed by an Employer, other than as an
independent contractor.
2.14 Employer or Employers means the Company and any Affiliated
Company that adopts the Plan with the consent of the Board.
2.15 ERISA means the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations issued thereunder.
2.16 Highly Compensated Employee means, for Plan Years beginning on or
after January 1, 1997, an Employee described in Section 5.6. For Plan Years
beginning before January 1, 1997, Highly Compensated Employee shall have
the meaning described in Appendix K.
2.17 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
<PAGE>
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.
2.18 Insider means a person designated as an insider for purposes of
Section 16 of the Securities Exchange Act of 1934.
2.19 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.
2.20 J&S Account means 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.
2.21 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.
2.22 Matching Contributions means contributions made by an Employer
pursuant to Section 4.2.
2.23 Non-Union Participant means an Employee who participates in the
Plan and who is neither a Salaried Participant nor a Union Participant.
<PAGE>
2.24 Participant means any person who is an eligible Employee and who
participates in the Plan in accordance with the provisions of Section III.
For purposes of Section 7.1 and 7.2 (regarding hardship withdrawals and
other withdrawals during employment) and Section IX (regarding investment
of Accounts), the term Participant shall include any former Employee with a
vested Account under the Plan.
2.25 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.
2.26 Plan means this StockPlus Investment Plan, as amended from time
to time.
2.27 Plan Administrator means the committee responsible for
administering the Plan, as described in Section 11.
2.28 Plan Year means the calendar year.
2.29 Prior Plan means the James River Corporation of Virginia Stock
Purchase Plan, as in effect before the Effective Date of this amendment and
restatement of the Plan.
2.30 Qualified Joint and Survivor Annuity means 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.
<PAGE>
2.31 Qualified Pre-Retirement Survivor Annuity means 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.
2.32 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.
2.33 Rule 16b-3 means Rule 16b-3 of the Securities Exchange Act of
1934, including any corresponding subsequent rule or amendments thereto.
2.34 Salaried Participant means an Employee who participates in the
Plan and who is paid on a salaried basis by the Employer or who, if not
paid on a salaried basis, is otherwise eligible to participate in the James
River Corporation of Virginia Retirement Plan for Salaried and Other
Non-Bargaining Unit Employees.
2.35 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.
<PAGE>
2.36 Single Life Annuity means an annuity payable monthly for the life
of a Participant from the Participant's J&S Account.
2.37 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).
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.
2.38 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.
2.39 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.
<PAGE>
2.40 Trust Fund means the assets held by the Trustee under the Trust
Agreement.
2.41 Union Participant means an Employee who participates in the Plan
and whose employment is covered by a collective bargaining agreement
between a collective bargaining agent and the Employer.
2.42 Valuation Date means each business day.
<PAGE>
SECTION III
PARTICIPATION
3.1 Participation in General.
(A) Each Employee who was a Participant in the Prior Plan
immediately before the Effective Date shall be a Participant in the
Plan as of the Effective Date.
(B) Each Employee, other than a temporary or seasonal Employee,
who is not a Participant pursuant to subsection (a) shall become a
Participant as of the later of (i) the date on which the Employee
commences employment with the Employer or (ii) September 1, 1996. 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 to be credited with 1,000 or more Hours of
Service during a 12-month period. In the event that a seasonal or
temporary Employee is credited with 1,000 or more Hours of Service
during a 12-month period, he shall become a Participant as of the
first day of the month immediately following the end of the 12-month
period. The computation period for this purpose shall be the 12
consecutive month period beginning with the Employee=s date of hire
and ending on the first anniversary of such date, 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 Participation in the Before-Tax Contributions Portion of the Plan.
(A) Participation in the Before-Tax Contributions portion of the
Plan shall be voluntary. An eligible Employee may elect to participate
in the Before-Tax Contributions portion of 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 in the Before-Tax Contributions portion of the Plan 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 Before- Tax Contributions portion of the
Plan.
<PAGE>
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 the Participant=s Compensation per payroll period, 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) Each Employer shall make a Matching Contribution for its
Participants equal to sixty percent (60%) of its Participants'
Before-Tax Contributions made, per payroll period, on or after
September 1, 1996. 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.
Matching Contributions will be made with respect to Before-Tax
Contributions without regard to whether such Before-Tax Contributions
are invested in the Company Stock Fund.
(B) Matching Contributions shall be made with respect to a
Participant's Before-Tax Contributions, regardless of whether the
Participant ceases to be an Employee before the Matching Contribution
is made.
4.3 Elections as to Before-Tax 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.
<PAGE>
(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 Discretionary Employer Contribution.
(A) Each Plan Year, the Employers may, in their discretion, make
Discretionary Employer Contributions to each Non-Union Participant and
each Salaried Participant who satisfies the eligibility requirements
set forth in paragraph (b) below (AEligible Participants@). The amount
of the Discretionary Employer Contribution shall be a uniform
percentage of (i) the Compensation paid for the Plan Year to each
Eligible Participant who is not a Highly Compensated Employee, and
(ii) the Compensation paid to each Eligible Participant who is a
Highly Compensated Employee for the portion of the Plan Year that the
Participant was an Eligible Participant, as determined in accordance
with paragraph (b) below. For the Plan Year ending on December 31,
1996, Discretionary Employer Contributions shall be made only for
Eligible Participants who are employed by an Employer on the last day
of the Plan Year. For Plan Years ending on or before December 31,
1997, Discretionary Employer Contributions (if any) will be allocated
as of the last day of the Plan Year. For Plan Years thereafter,
Discretionary Employer Contributions shall (to the extent
administratively practicable) be ratably allocated to Eligible
Participants= Accounts as of the end of each payroll period during the
Plan Year.
<PAGE>
(B) A Non-Union Participant or a Salaried Participant shall be
eligible to receive an allocation of Discretionary Employer
Contributions for the Plan Year if the Non-Union Participant or
Salaried Participant was not a participant in the James River
Corporation of Virginia Management Incentive Plan for the entire Plan
Year. Non-Union Participants and Salaried Participants who participate
in the Management Incentive Plan for only a portion of the Plan Year
shall be eligible to receive an allocation of a Discretionary Employer
Contribution, if any, in accordance with paragraph (a) above.
(C) All amounts allocated to a Participant=s Discretionary
Employer Contributions Account shall be automatically invested in the
Company Stock Fund in accordance with Section 9.2(b).
(D) Unless otherwise elected by the Company, Discretionary
Employer Contributions shall be treated as "qualified nonelective
contributions" within the meaning of Section 401(k) of the Internal
Revenue Code and the Treasury Regulations thereunder. Participants
shall be fully vested at all times in their Discretionary Employer
Contributions Accounts and such accounts shall be subject to the
distribution restrictions described in Section 6.4(h).
4.5 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 generalassets.
(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 thereof.
(C) Discretionary Employer Contributions shall be paid to the
Trustee as soon as practicable following the payroll period or Plan
Year to which they relate (as applicable), and in no event later than
the end of the twelve-month period immediately following the Plan Year
to which they relate. Discretionary Employer Contributions and may be
made in cash or in Company Stock, or in any combination thereof.
<PAGE>
SECTION V
ACCOUNTS
5.1 Participants' Accounts. The following Accounts, with such sub-
accounts 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) Discretionary Employer Contributions Account, to which shall
be credited Discretionary Employer Contributions made on or after the
Effective Date.
(F) 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. The Plan Administrator shall allocate
to the Accounts of each Participant the contributions made for the Participant's
benefit as soon as practicable following the date on which such contributions
are determined.
<PAGE>
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, Discretionary Employer
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
<PAGE>
(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
Discretionary Employer Contributions or other fully vested Employer
contributions for Participants who are not Highly Compensated
Employees, and who elected to have Before-Tax Contributions made for
the Plan Year, which shall be administered as an additional Before-Tax
Contribution, 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 subpara-
graph (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.
<PAGE>
(B) For Plan Years beginning on or after January 1, 1997, 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 for the Plan Year is not more than
the Actual Deferral Percentage of all other eligible Employees
for the immediately preceding Plan Year, multiplied by 1.25; or
(II) The excess of the Actual Deferral Percentage of the
Highly Compensated Employees for the Plan Year over that of the
other eligible Employees for the immediately preceding Plan Year
is not more than 2 percentage points, and the Actual Deferral
Percentage of the Highly Compensated Employees for the Plan Year
is not more than the Actual Deferral Percentage of all other
eligible Employees for the immediately preceding Plan Year,
multiplied by 2.
Notwithstanding the foregoing, the Plan Administrator may elect in accordance
with Section 401(k)(3)(A) of the Internal Revenue Code to apply the Actual
Deferral Percentage of all other eligible Employees for the current Plan Year,
instead of the Actual Deferral Percentage for such Employees for the immediately
preceding Plan Year, in applying the tests described above. The provisions of
Appendix K shall apply for Plan Years beginning before January 1, 1997.
(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.
<PAGE>
(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
Section 401(a) of the Internal Revenue Code, 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.
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).
<PAGE>
(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 for the Plan Year is not more than
the Contribution Percentage of all other eligible Employees for
the immediately preceding Plan Year, multiplied by 1.25; or
(II) The excess of the Contribution Percentage of the Highly
Compensated Employees for the Plan Year over that of the other
eligible Employees for the immediately preceding Plan Year is not
more than 2 percentage points, and the Contribution Percentage of
the Highly Compensated Employees for the Plan Year is not more
than the Contribution Percentage of all other eligible Employees
for the immediately preceding Plan Year, multiplied by 2.
Notwithstanding the foregoing, the Plan Administrator may elect in accordance
with Section 401(m)(2)(A) of the Internal Revenue Code to apply the Contribution
Percentage of all other eligible Employees for the current Plan Year, instead of
the Contribution Percentage for such Employees for the immediately preceding
Plan Year, in applying the tests described above. The provisions of Appendix K
shall apply for Plan Years beginning before January 1, 1997.
(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.
<PAGE>
(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) 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, the Plan Administrator shall reduce the
Before-Tax Contributions or the Matching Contributions of those Highly
Compensated Employees who participate in the Plan so that the limit is
not exceeded. Such reductions shall be calculated in accordance with
the methods prescribed in Sections 401(k)(8)(C) and 401(m)(6)(C) of
the Internal Revenue Code, respectively. The amount by which each
Highly Compensated Employee=s Actual Deferral Percentage or
Contribution Percentage is reduced shall be treated as an excess
contribution under Section 5.7(b) or 5.7(c), as applicable. The Actual
Deferral Percentage and the Contribution Percentage of the Highly
Compensated Employees are determined after any correc- ion required to
be made under this subsection(f). 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. Effective for Plan Years beginning on
or after January 1, 1997 and except as otherwise provided below, in computing
the anti-discrimination test described in Sections 5.4 and 5.5, a Highly
Compensated Employee is an Employee who:
(A) Was a 5% owner of the Employer at any time during the Plan
Year or the preceding Plan Year, or
<PAGE>
(B) Received Taxable Compensation from the Employer in excess of
$80,000 during the preceding Plan Year and, to the extent elected by
the Plan Administrator pursuant to applicable Treasury Regulations,
was in the top 20% of Employees when ranked on the basis of Taxable
Compensation paid during such preceding Plan Year. The $80,000 limit
shall be adjusted pursuant to Sections 414(q) and 415(d) of the
Internal Revenue Code.
The determination of Highly Compensated Employees for a Plan Year shall be made
in accordance with Section 414(q) of the Internal Revenue Code and applicable
Treasury Regulations.
5.7 Distribution of Excess Contributions.
(A) If a Participant's Before-Tax Contributions exceed Section
402(g) of the Internal Revenue Code 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. In
determining the amount of the distributions required under this
Section 5.7(b), the Plan Administrator shall use the leveling method
described in Section 401(k)(8)(C) of the Internal Revenue Code and
applicable Treasury Regulations thereunder, or any other method
allowed by the Internal Revenue Service.
(C) If Matching Contributions of Highly Compensated Employees are
required to be reduced as a result of the antidiscrimination test
described in Section 5.5, the Plan Administrator shall reduce such
contributions by either (i) forfeiting the contributions and applying
them to reduce future Matching Contributions or (ii) distributing the
contributions to 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 forfeitures or distributions required under
this Section 5.7(c), the Plan Administrator shall use the leveling
method described in Section 401(m)(6)(C) of the Internal Revenue Code
and applicable Treasury Regulations thereunder, 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.
<PAGE>
(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 Section 402(g) of the Internal Revenue Code
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.
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. 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 soon as practicable
following receipt by the plan Administrator of all information necessary to
process the distribution. 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 soon as practicable following receipt by the Plan
Administrator of all information necessary to process the distribution. 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.
<PAGE>
(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.
<PAGE>
(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, and effective as of January 1,
1997, distributions from the Plan must begin:
(i) not later than the April 1 of the calendar year
following the calendar year in which a Participant reaches age
70-1/2, for Participants who are 5% owners of the Company or an
Affiliated Company, and
(ii) not later than the April 1 of the calendar year
following the latest of (A) the calendar year in which the
Participant reaches age 70-1/2, or (B) the calendar year in which
the Participant retires, for Participants who are not 5% owners
of the Company or an Affiliated Company.
To the extent required under Sections 401(a)(9) and 411(d)(6) of the Internal
Revenue Code, a Participant who is not a 5% owner and who has attained age
70-1/2 on or after January 1, 1996 may elect to defer distribution of his or her
Account until no later than April 1 of the calendar year following the calendar
year in which the Participant retires. If a Participant is still in the 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 Section 401(a)(9) of the Internal Revenue Code. A
<PAGE>
Participant shall be required to select a distribution form that complies with
the requirements of Section 401(a)(9) of the Internal Revenue Code. Payments
will begin as of the date described above. 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. The provisions of
this Section 6.4(f) shall be administered in accordance with applicable Treasury
Regulations and Internal Revenue Service rulings and other releases. The
provisions of Appendix K shall apply for Plan Years ending on or before December
31, 1996.
(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 soon as practicable
followingreceipt by the Plan Administrator of all information
necessary to process the distribution. If part or all of a
Participant's Account is invested in anyinvestment fund other than the
Company Stock Fund, that portion of the Accountshall be paid in cash
and shall be valued as soon as practicable followingreceipt by the
Plan Administrator of all information necessary to process the
distribution.
(H) Notwithstanding the foregoing, a Participant's Before-Tax
Contributions Account, Before-Tax Matching Contributions Account and
Discretionary Employer 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(c);
(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.
<PAGE>
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 in a manner consistent with the requirements of Section 401(k) and
the Treasury Regulations thereunder.
(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.
<PAGE>
(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.
<PAGE>
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.
<PAGE>
(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 require-
ments:
(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.
<PAGE>
(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 no
earlier than 90 days and no later than 30 days before the
"annuity starting date," as defined in subsection (c)(iii)(A)
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
<PAGE>
(z) A reasonable period after termination of
employment, in the case of a Participant who terminates
employment before attaining age 35.
Effective as of January 1, 1997, a Participant may elect, with
the consent of his Spouse, if any, to waive the requirement
that the written election be provided no later than 30 days
before the annuity starting date if, after receiving written
notice from the Plan Administrator of his right to at least 30
days to consider his rights under this Section 6.10,
distribution of the Participant=s Account begins no earlier
than seven days after the written explanation of the Qualified
Joint and Survivor Annuity or Single Life Annuity is provided
to the Participant. This subsection (c)(ii) shall be
administered in accordance with applicable Treasury
Regulations.
(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.
<PAGE>
(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.
(C) 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
<PAGE>
(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.
<PAGE>
(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 or
Discretionary Employer 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, Discretionary Employer
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.
<PAGE>
7.2 Withdrawals During Employment.
(A) Subject to subsection (b) below, a Participant who is not a
Canadian Employee may request a withdrawal of all or a fied 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 limits described in subsection (b) below.
(B) 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 soon as practicable following 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.
(C) 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 subsection (b) above. If a
one-time withdrawal is made pursuant to this subsection (c), 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 (c), a Participant must submit an
application in such form and at such time as the Plan Administrator
shall designate.
(D) A withdrawal shall be paid in a lump sum payment, in the same
manner as distributions are made pursuant to Section 6.4(f).
(E) 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.
<PAGE>
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).
<PAGE>
(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. 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
<PAGE>
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 soon as practicable following the Plan
Administrator=s approval of the loan. Overdue interest shall be deemed
to be an outstanding loan.
(C) 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.
(D) 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.
(E) 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.
(F) 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 (as reported in
The Wall Street Journal or such other source or sources as the Plan
Administrator deems appropriate), plus one percent. The Plan
Administrator shall determine the interest rate in a manner that is
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.
(G) 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.
<PAGE>
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.
(H) 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.
(I) 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.
<PAGE>
(J) 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.
(K) 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.
(L) 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.
(M) 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.
(N) 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.
(O) On a uniform basis, the Plan Administrator may suspend loan
repayments under the Plan when the Participant is performing service
in the uniformed services as defined in Section 414(u)(4) of the
Internal Revenue Code.
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,
the Plan Administrator may impose on Insiders such restrictions and require-
ments regarding participation, contributions, investments, distributions and
other matters as the Plan Administrator deems appropriate to comply with Rule
16b-3 or other applicable laws relating to Company Stock.
<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.
<PAGE>
9.2 Investment of Accounts by Participants Under Age 57.
(A) Before-Tax Contributions that were matched with Matching
Contributions and automatically invested in the Company Stock Fund
pursuant to the terms of thePrior Plan, and Before- Tax Contributions
made on or after the Effective Date,may be transferred to another
investment fund on or after September 1, 1996.
(B) Matching Contributions and Discretionary Employer
Contributions automatically shall be invested in the Company Stock
Fund, except as provided in Section 9.3. Matching Contributions,
Discretionary Employer 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.
(C) 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 Matching Contributions
Account,
(II) The Participant=s Discretionary Employer Contributions
Account,
(III) The Participant's After-Tax Matching Contributions
Account, and
(IV) The Participant's Discretionary Employer Contributions
Account.
(D) 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 Participant's Before-Tax Contributions Account,
(II) The Participant's After-Tax Contributions Account,
(III) The Participant=s After-Tax Contributions Account,
<PAGE>
(IV) The Participant's Rollover Account, and,
(V) 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;
<PAGE>
(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.
<PAGE>
(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 Section 4975 of the Internal Revenue Code;
(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;
<PAGE>
(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 Benefi-
ciaries 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 any amounts
to be allocated 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 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.
<PAGE>
9.8 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.
9.9 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.
<PAGE>
(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.
9.10 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 9.10.
<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 consoli-
dation 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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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;
<PAGE>
(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 9.9(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.
<PAGE>
11.4 Expenses. All expenses that shall arise in connectio 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. Unles 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.
<PAGE>
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.
<PAGE>
(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 Section 414(p) of the Internal Revenue Code.
(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.
<PAGE>
(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 Section 414(p) of the Internal Revenue Code.
11.9 Persons With Qualified Military Service. Notwithstanding any
provision of this Plan to the contrary, contributions, benefits and service
credit with respect to qualified military service will be administered in
accordance with Section 414(u) of the Internal Revenue Code and Treasury
Regulations thereunder.
<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 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 Section 401(a) of the Internal Revenue Code 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 Section 416(g) of the Internal Revenue Code. 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 Section 401 of the Internal Revenue Code,
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 Section
401(a)(4) or 410 of the Internal Revenue Code 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 Section 416(g) of the Internal
Revenue Code. 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
Section 415(b)(1)(A) of the Internal Revenue Code 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
<PAGE>
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 Sections 401(a)(17) and 415(d) of the Internal Revenue Code). If the
Participant is a 5% owner or is one of the 10 highly compensated employees, as
defined in Section 414(q) of the Internal Revenue Code, 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 Yearsin 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.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Plan to be executed
this 6th day of June, 1997.
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.
<PAGE>
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.
<PAGE>
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 592 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:
<PAGE>
(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 592 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.
<PAGE>
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:
<PAGE>
(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 592 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.
<PAGE>
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 592 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 July 31,
1996 (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.
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 that are not transferred to Buyer's 401(k) Plans 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 and 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
<PAGE>
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 July 31, 1996 (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. 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 that are not transferred to Buyer's 401(k) Plans 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
<PAGE>
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:
<PAGE>
(A) A Former Rampart Employee may direct the investment of the
portion of his Before-Tax Contributions Accoun 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.
<PAGE>
APPENDIX H
PROVISIONS RELATING TO
EMPLOYEES OF THE COMMUNICATIONS PAPERS BUSINESS
The provisions of this Appendix H shall apply to Participants who are
described as "Newco Employees" for purposes of the Contribution Agreement dated
as of August 15, 1995 among the Company, James River Paper Company, Inc., Crown
Vantage Inc. and Crown Paper Co. Effective as of August 22, 1995 (the "Paper
Contribution Date"), each Participant who is a Newco Employee shall cease
participating in the Plan, and no Salary Reduction Contributions and Matching
Contributions shall be made on their behalf for periods on or after the first
day of the first applicable payroll period that begins after the Paper
Contribution Date. Any Newco Employee who is not already a Participant in the
Plan as of the Paper Contribution Date shall not be eligible to become a
Participant in the Plan. The Account balance of each Participant who is a Newco
Employee will be transferred to the Crown Vantage Inc. StockPlus Employee Stock
Ownership Plan after the Paper Contribution Date.
<PAGE>
APPENDIX I
ESTABLISHMENT OF CROWN VANTAGE
STOCK FUND
Pursuant to Section 9.1(a)(ii), there shall be established the Crown
Vantage Stock Fund, effective as of the date on which Crown Vantage Inc. ("Crown
Vantage") ceases to be an Affiliated Company. The Crown Vantage Stock Fund shall
be administered as follows:
(A) The Crown Vantage Stock Fund shall receive the shares of
Crown Vantage common stock and cash distributed in lieu of fractional
shares, that are distributed to the trustee in connection with the
Company=s spin-off of Crown Vantage. The Crown Vantage Stock Fund shall
be invested primarily in common stock of Crown Vantage. The Trustee may
sell Crown Vantage common stock on the open market, and in any other
manner as the Trustee deems appropriate, consistent with applicable
securities laws, ERISA and the Internal Revenue Code.
(B) The Trustee shall not purchase any Crown Vantage common
stock for the Crown Vantage Stock Fund. However, additional Crown
Vantage common stock may be acquired by the Trustee as a result of
stock split, stock dividends, and similar changes. In addition, the
Trustee may acquire shares of Crown Vantage preferred stock under
certain circumstances by exercising rights that were distributed with
respect to shares of Crown Vantage common stock. When the Crown Vantage
Stock Fund ceases to hold Crown Vantage common stock, the Crown Vantage
Stock Fund shall terminate.
(C) Each Participant may direct the investment of the portion
of his Account that is invested in the Crown Vantage Stock Fund into
any of the other investment funds offered pursuant to Section 9.1.
Participants may not transfer assets from other investment funds to the
Crown Vantage Stock Fund. The Crown Vantage Stock Fund shall not be
considered a "Company Stock Fund" and Crown Vantage common stock shall
not be considered "Company Stock" for purposes
of the Plan. The restrictions and provisions of Sections 9.2, 9.8, 9.9
and 9.10 shall not apply to amounts held in the Crown Vantage Stock
Fund.
<PAGE>
APPENDIX J
PROVISIONS RELATING TO FORMER EMPLOYEES OF
BENCHMARK HOLDINGS, INC. AND WINCUP HOLDINGS, INC.
Certain employees of Benchmark Holdings, Inc. ("Benchmark") and WinCup
Holdings, Inc. ("WinCup") became employees of James River Paper Company, Inc.
("JR Paper Company") as of November 6, 1995 (the "Acquisition Date") pursuant to
the acquisition by JR Paper Company of certain assets and stock from Benchmark
and WinCup. For purposes of this Appendix J, the employees of Benchmark and
WinCup who became employees of JR Paper Company as of the Acquisition Date shall
be referred to as "Former Benchmark Employees." The following special provisions
relate to Former Benchmark Employees and to accounts transferred to this Plan
from the Benchmark Corporation of Delaware 401(k) Savings and Profit Sharing
Plan (the "Benchmark Plan"):
1. Each Former Benchmark Employee=s Service under the Plan
shall include periods of employment with Benchmark and WinCup.
Notwithstanding the foregoing, a Former Benchmark Employee may make
Before-Tax Contributions only with respect to Compensation earned after
the Acquisition Date and Matching Contributions, if any, will only be
made with respect to Before-Tax Contributions made after the
Acquisition Date.
2. As soon as administratively practicable following the
Acquisition Date, the accounts of Former Benchmark Employees under the
Benchmark Plan shall be transferred to this Plan and shall be
administered according to the provisions of this Plan, subject to the
special provisions described below. A Former Benchmark Employee's
accounts under the Benchmark Plan shall become fully vested and non-
forfeitable as of the date on which such accounts are transferred to
this Plan.
3. Each Former Benchmark Employee's Accounts shall be invested
according to the terms of this Plan, subject to the following rules:
<PAGE>
(A) A Former Benchmark Employee may direct the
investment of the portion of his Before-Tax Contributions
Account and Before-Tax Matching Contributions Account
attributable to assets transferred from the Benchmark Plan
into any of the investment funds available under Section 9.1
without regard to whether the Former Benchmark Employee has
attained age 57.
(B) In other respects, a Former Benchmark Employee's
Accounts shall be invested in the manner described for those
accounts under Section IX of the Plan.
4. Each Former Benchmark Employee=s Accounts shall be
held and administered according to the terms of this Plan,
subject to the following rules:
(A) Each Former Benchmark Employee who has attained
age 592 may request a one-time withdrawal of part or all of
the Former Benchmark Employee=s interest in the portion of his
Before-Tax Contributions Account attributable to before-tax
contributions made under the Benchmark Plan (including
earnings thereon). The withdrawal shall be made pursuant to
the administrative procedures described in Section 7.2.
(B) If a Former Benchmark Employee has a loan from
the Benchmark Plan that is outstanding as of the Acquisition
Date, the loan will remain outstanding under this 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.
(C) For purposes of determining whether a Former
Benchmark Employee has incurred a Permanent Disability, the
second and third sentences of Section 2.23 shall not apply.
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
Benchmark Plan. The Plan shall be administered consistent with the
requirements of Section 411(d)(6) and the Treasury regulations
thereunder.
<PAGE>
APPENDIX K
PROVISIONS RELATING TO THE PRIOR PLAN
This Appendix K sets forth certain provisions of the Prior Plan that
are applicable for specified periods covered by this amendment and restatement
of the Plan:
1. For Plan Years beginning before January 1, 1997, the
following definition of "Highly Compensated Employee" shall be used,
instead of the definition set forth in Section 5.6:
(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.
<PAGE>
(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,
<PAGE>
(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.
2. For Plan Years beginning before January 1, 1997,
the following version of Section 5.4(b) shall be used:
(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 Per-
centage 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.
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.
3. For Plan Years beginning before January 1, 1997,
the following version of Section 5.5(b) shall be used:
(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.
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.
<PAGE>
4. For Plan Years beginning before January 1, 1997, the
following provision shall apply under Section 5.7 for those Highly
Compensated Employees whose Actual Deferral Percentage is determined by
combining the contributions and Compensation of their family members
with the contributions
and Compensation of the Employee:
(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. For Plan Years beginning before January 1, 1997 and for all
Participants who are employed as of January 1, 1997 to the extent
required under Section 401(a)(9) of the Internal Revenue Code, the
following provision shall apply in lieu of the provision at Section
6.4(f):
(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 Section 401(a)(9) of
the Internal Revenue Code. A Participant shall be required to
select a distribution form that complies with the requirements
of Section 401(a)(9) of the Internal Revenue Code. 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.
<PAGE>
APPENDIX L
SPECIAL PROVISIONS RELATING TO
ASHLAND MILL EMPLOYEES
All regular employees at the Ashland Mill covered under a collective
bargaining agreement with Local 1104 of the United Paperworkers International
Union as of May 1, 1996 (the "Ashland Mill Participants") were paid a special
profit sharing distribution of $665. Notwithstanding the provisions of Section
4.1 to the contrary, Ashland Mill Participants may elect to have the entire
amount of such profit sharing distribution contributed to the Plan as a
Before-Tax Contribution for the Plan Year ending December 31, 1996, provided
that such contribution does not exceed the limits provided in Section 4.1(a) and
5.7(a) of the Plan.
If an Ashland Mill Participant elects to contribute his or her profit
sharing distribution to the Plan, such profit sharing distribution shall be
treated as having been contributed to the Plan after all other Before-Tax
Contributions have been contributed to the Plan. No Matching Contributions shall
be made for 1996 with respect to that portion of an Ashland Mill Participant=s
Before-Tax Contributions attributable to the profit sharing distribution.
<PAGE>
APPENDIX M
PROVISIONS RELATING TO EMPLOYEES
ACQUIRED BY THE FONDA GROUP, INC.
Certain employees of James River Paper Company, Inc. ("JR Paper
Company") became employees of the Fonda Group, Inc. ("Fonda") as of April 29,
1996 (the "Acquisition Date") pursuant to the acquisition by Fonda of certain
assets from JR Paper Company. For purposes of this Appendix M, the employees of
JR Paper Company as of the Acquisition Date shall be referred to as Former JR
Paper Company Employees.
Any Former JR Paper Company Employee who is employed by Fonda as of
October 30, 1996, and who has an account balance under Fonda=s Section 401(k)
plan shall be permitted to elect to have the entire amount of his or her Account
transferred to the Fonda Section 401(k) plan in a trustee-to-trustee transfer.
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 May 16, 1997, on our audits of the financial statements of the
James River Corporation of Virginia StockPlus Investment Plan as of December 31,
1996 and 1995, and for the year ended December 31, 1996, which report is
included in this Annual Report on Form 11-K.
COOPERS & LYBRAND, L.L.C.
Richmond, Virginia
May 16, 1997
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