NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
BOWATER INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 62-0721803
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
55 EAST CAMPERDOWN WAY
P.O. BOX 1028
GREENVILLE, SOUTH CAROLINA 29602
(Address of principal executive offices) (Zip Code)
GREAT NORTHERN PAPER, INC. HOURLY 401(K) SAVINGS PLAN
(Full title of the plan)
Wendy C. Shiba, Esquire
Secretary and Assistant General Counsel
Bowater Incorporated
55 East Camperdown Way
P.O. Box 1028
Greenville, South Carolina 29602
(Name and address of agent for service)
(803) 271-7733
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered* Registered Per Share** Offering Price** Fee
__________ ____________ ______________ ______________ ____________
Common Stock,
Par Value
$1.00
Per Share 185,000 shares $41.19 $7,620,150.00 $2,627.64
* This Registration Statement also pertains to (1) Common Stock Rights
that are currently evidenced by certificates for shares of Common Stock
and automatically trade with such Common Stock, and (2) an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein in accordance with Rule 416(c) under the
Securities Act of 1933.
** Estimated for purposes of calculation of the registration fee
pursuant to Rule 457(c) and based upon an average of the high and low
prices that the Common Stock of Bowater Incorporated was sold for on the
New York Stock Exchange on November 15, 1995.
__________________________________________________________
This Registration Statement shall become effective in accordance
with the provisions of Section 8(a) of the Securities Act of 1933 and
Rule 462 promulgated thereunder.
<PAGE>
PART I.
Information Required in the Section 10(a) Prospectus
The information required by Items 1 and 2 of Form S-8 is not
required to be filed as part of this Registration Statement in connection
with the registration of the offering of the Registrant's Common Stock
allocated to the accounts of participants in the Great Northern Paper,
Inc. Hourly 401(k) Savings Plan (the "Plan") and such information will be
delivered to persons eligible to participate in the Plan.
PART II.
Information Required in the Registration Statement
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Bowater Incorporated (the
"Company") and the Plan with the Securities and Exchange Commission are
incorporated into this Registration Statement:
(1) the latest annual reports of the Company and the Plan filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), or, in the case of the Company, the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933
(the "Securities Act") that contains audited financial statements for the
Company's latest fiscal year for which such statements have been filed;
(2) all other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
Company annual report or prospectus referred to in (1) above; and
(3) the description of the Company's Common Stock, $1.00 par
value per share, contained in a registration statement filed under
Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.
In addition, all documents subsequently filed by the Company and the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation), by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise. Depending on the character of the proceeding, a corporation
may indemnify against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with such action, suit or proceeding if the person indemnified
acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. In the case of an action by or
in the right of the corporation, no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem
proper. Section 145 further provides that to the extent a director,
officer, employee or agent of a corporation has been successful on the
merits or otherwise in the defense of any action, suit or proceeding
referred to above or in the defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in
connection therewith. The foregoing statement is subject to the detailed
provisions of Section 145 of the Delaware General Corporation Law.
The Restated Certificate of Incorporation of the Company provides,
in effect, that, to the extent and under the circumstances permitted by
Section 145 of the General Corporation Law of the State of Delaware, the
Company shall indemnify any person who was or is a party or is threatened
to be made a party to any action, suit or proceeding of the type
described above by reason of the fact that he or she is or was a
director, officer, employee or agent of the Company or is or was serving
at the request of the Company as a director, officer, employee or agent
of another enterprise.
There is a directors and officers liability insurance policy which
is presently outstanding insuring directors and officers of the Company
and its subsidiaries. Reimbursement by the Company of the officer and
director liability as allowed by the Restated Certificate of
Incorporation is recoverable under the insurance policy subject to a
deductible for each loss.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement No. 33-51569).
4.2 Certificate of Designations of the 7% PRIDES, Series B
Convertible Preferred Stock of the Company (incorporated by
reference to Exhibit 4.1 to the Company's Current Report on Form
8-K dated February 1, 1994).
4.3 Certificate of Designations of the 8.40% Series C Cumulative
Preferred Stock of the Company (incorporated by reference to
Exhibit 4.2 to the Company's Current Report on Form 8-K dated
February 1, 1994).
4.4 Bylaws of the Company (incorporated by reference to Exhibit 3.1
to the Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1995).
4.5 Agreement pursuant to S-K Item 601(b)(4)(iii)(A) to provide the
Commission upon request copies of certain other instruments with
respect to long-term debt not being registered where the amount
of securities authorized under each such instrument does not
exceed 10% of the total assets of the registrant and its
subsidiaries on a consolidated basis (incorporated by reference
to Exhibit 4.3 to the Company's Registration Statement No.
2-93455).
4.6 Rights Agreement between the Company and Morgan Guaranty Trust
Company of New York (incorporated by reference to Exhibit 4.6 to
the Company's Registration Statement No. 33-61219).
4.6.1 Addendum to Rights Agreement substituting The Bank of New York as
successor Rights Agent (incorporated by reference to Exhibit
4.6.1 to the Company's Registration Statement No. 33-61219).
4.7 Indenture, dated as of August 1, 1989, by and between the Company
and Manufacturers Hanover Trust Company, as Trustee, with respect
to the 9% Debentures Due 2009 (incorporated by reference to
Exhibit 4.7 to the Company's Registration Statement No.
33-61219).
4.8 Indenture, dated as of December 1, 1991, by and between the
Company and Marine Midland Bank, N.A., as Trustee, with respect
to the 9-3/8% Debentures Due 2021 (incorporated by reference to
Exhibit 4.8 to the Company's Annual Report on Form 10-K for
1991).
4.9 Indenture, dated as of December 1, 1991, by and between the
Company and Marine Midland Bank, N.A., as Trustee, with respect
to the 8-1/2% Notes Due 2001 (incorporated by reference to
Exhibit 4.9 to the Company's Annual Report on Form 10-K for
1991).
4.10 Indenture, dated as of October 15, 1992, by and between the
Company and The Chase Manhattan Bank (N.A.) as Trustee, with
respect to the 8-1/4% Notes Due 1999 (incorporated by reference
to Exhibit 4.10 to the Company's Annual Report on Form 10-K for
1992).
4.11 Indenture, dated as of October 15, 1992, between the Company and
The Chase Manhattan Bank (N.A.) as Trustee, with respect to the
9-1/2% Debentures Due 2012 (incorporated by reference to Exhibit
4.11 to the Company's Annual Report on Form 10-K for 1992).
4.12 Deposit Agreement, dated as of February 1, 1994, by and among the
Company, Trust Company Bank, as Depositary, and the holders from
time to time of the Depositary Receipts relating to the Company's
7% PRIDES, Series B Convertible Preferred Stock, together with
form of Depositary Receipt (incorporated by reference to Exhibit
4.3 to the Company's Current Report on Form 8-K dated February 1,
1994).
4.13 Deposit Agreement, dated as of February 1, 1994, by and among the
Company, Trust Company Bank, as Depositary, and the holders from
time to time of the Depositary Receipts relating to the Company's
8.40% Series C Cumulative Preferred Stock, together with form of
Depositary Receipt (incorporated by reference to Exhibit 4.4 to
the Company's Current Report on Form 8-K dated February 1, 1994).
23 Consent of KPMG Peat Marwick LLP dated November 9, 1995 is filed
herewith.
24 Powers of Attorney authorizing the signing of the Registration
Statement and amendments hereto on behalf of the Company's
directors.
99 Great Northern Paper, Inc. Hourly 401(k) Savings Plan, as
amended, is filed herewith.
ITEM 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) of the Securities Act
if, in the aggregate, the changes in volume
and price represent no more than a 20% change
in the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the Registration Statement
is on Form S-3 or Form S-8 and the information
required to be included in a post-effective
amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant
to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
2. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of
such issue.
4. Pursuant to Item 8 of Form S-8, registrant undertakes that it
will submit or has submitted the Plan and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify the Plan.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Greenville,
State of South Carolina, on the 16th day of November, 1995.
BOWATER INCORPORATED
(Registrant)
/S/ Arnold M. Nemirow
By_________________________________
Arnold M. Nemirow
Its President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
*
_________________________ Director and Chairman of November 16, 1995
Anthony P. Gammie the Board
/S/ Arnold M. Nemirow
_________________________ Director, President and November 16, 1995
Arnold M. Nemirow Chief Executive Officer
/S/ David G. Maffucci
_________________________ Senior Vice President - November 16, 1995
David G. Maffucci Chief Financial Officer
and Treasurer
/S/ Michael F. Nocito
________________________ Vice President -- November 16, 1995
Michael F. Nocito Controller
*
________________________ Director November 16, 1995
Francis J. Aguilar
*
________________________ Director November 16, 1995
Hugh D. Aycock
*
________________________ Director November 16, 1995
Richard Barth
*
________________________ Director November 16, 1995
Kenneth M. Curtis
*
________________________ Director November 16, 1995
H. Gordon MacNeill
*
________________________ Director November 16, 1995
Donald R. Melville
*
________________________ Director November 16, 1995
John A. Rolls
* Wendy C. Shiba, by signing her name hereto, does sign this document on
behalf of the persons indicated above pursuant to powers of attorney duly
executed by such persons.
/S/ Wendy C. Shiba
By ___________________________
Wendy C. Shiba
___________________________
Attorney-in-Fact
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the Trustee (or other persons who administer the Employee Benefit
Plan) has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Greenville, State of South Carolina, as of November 16, 1995.
GREAT NORTHERN PAPER, INC.
HOURLY 401(K) SAVINGS PLAN
/S/ Aaron B. Whitlock
By:_______________________
Aaron B. Whitlock
_______________________
Plan Administrator
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
4.1 Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement No. 33-51569).
4.2 Certificate of Designations of the 7% PRIDES, Series B
Convertible Preferred Stock of the Company (incorporated by
reference to Exhibit 4.1 to the Company's Current Report on Form
8-K dated February 1, 1994).
4.3 Certificate of Designations of the 8.40% Series C Cumulative
Preferred Stock of the Company (incorporated by reference to
Exhibit 4.2 to the Company's Current Report on Form 8-K dated
February 1, 1994).
4.4 Bylaws of the Company (incorporated by reference to Exhibit 3.1
to the Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1995).
4.5 Agreement pursuant to S-K Item 601(b)(4)(iii)(A) to provide the
Commission upon request copies of certain other instruments with
respect to long-term debt not being registered where the amount
of securities authorized under each such instrument does not
exceed 10% of the total assets of the registrant and its
subsidiaries on a consolidated basis (incorporated by reference
to Exhibit 4.3 to the Company's Registration Statement No.
2-93455).
4.6 Rights Agreement between the Company and Morgan Guaranty Trust
Company of New York (incorporated by reference to Exhibit 4.6 to
the Company's Registration Statement No. 33-61219).
4.6.1 Addendum to Rights Agreement substituting The Bank of New York as
successor Rights Agent (incorporated by reference to Exhibit
4.6.1 to the Company's Registration Statement No. 33-61219).
4.7 Indenture, dated as of August 1, 1989, by and between the Company
and Manufacturers Hanover Trust Company, as Trustee, with respect
to the 9% Debentures Due 2009 (incorporated by reference to
Exhibit 4.7 to the Company's Registration Statement No.
33-61219).
4.8 Indenture, dated as of December 1, 1991, by and between the
Company and Marine Midland Bank, N.A., as Trustee, with respect
to the 9-3/8% Debentures Due 2021 (incorporated by reference to
Exhibit 4.8 to the Company's Annual Report on Form 10-K for
1991).
4.9 Indenture, dated as of December 1, 1991, by and between the
Company and Marine Midland Bank, N.A., as Trustee, with respect
to the 8-1/2% Notes Due 2001 (incorporated by reference to
Exhibit 4.9 to the Company's Annual Report on Form 10-K for
1991).
4.10 Indenture, dated as of October 15, 1992, by and between the
Company and The Chase Manhattan Bank (N.A.) as Trustee, with
respect to the 8-1/4% Notes Due 1999 (incorporated by reference
to Exhibit 4.10 to the Company's Annual Report on Form 10-K for
1992).
4.11 Indenture, dated as of October 15, 1992, between the Company and
The Chase Manhattan Bank (N.A.) as Trustee, with respect to the
9-1/2% Debentures Due 2012 (incorporated by reference to Exhibit
4.11 to the Company's Annual Report on Form 10-K for 1992).
4.12 Deposit Agreement, dated as of February 1, 1994, by and among the
Company, Trust Company Bank, as Depositary, and the holders from
time to time of the Depositary Receipts relating to the Company's
7% PRIDES, Series B Convertible Preferred Stock, together with
form of Depositary Receipt (incorporated by reference to Exhibit
4.3 to the Company's Current Report on Form 8-K dated February 1,
1994).
4.13 Deposit Agreement, dated as of February 1, 1994, by and among the
Company, Trust Company Bank, as Depositary, and the holders from
time to time of the Depositary Receipts relating to the Company's
8.40% Series C Cumulative Preferred Stock, together with form of
Depositary Receipt (incorporated by reference to Exhibit 4.4 to
the Company's Current Report on Form 8-K dated February 1, 1994).
23 Consent of KPMG Peat Marwick LLP dated November 9, 1995 is filed
herewith.
24 Powers of Attorney authorizing the signing of the Registration
Statement and amendments hereto on behalf of the Company's
directors.
99 Great Northern Paper, Inc. Hourly 401(k) Savings Plan, as
amended, is filed herewith.
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Bowater Incorporated
We consent to the use of our reports incorporated herein by reference.
Our report covering the December 31, 1992 financial statements refers to
accounting changes regarding the Company's adoption of the provisions of
the Financial Accounting Standards Board's Statement on Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," and Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," in 1992.
Greenville, South Carolina /s/ KPMG Peat Marwick LLP
November 9, 1995 __________________________
EXHIBIT 24
POWER OF ATTORNEY
We, the undersigned directors of Bowater Incorporated, hereby
severally constitute Ecton R. Manning, Robert C. Lancaster and Wendy C.
Shiba, and each of them singly, our true and lawful attorneys with full
power of substitution, to sign for us and in our names in the capacities
listed below, the Registration Statement on Form S-8 filed herewith and
any and all amendments to such Registration Statement, and generally to
do all such things in our names and on our behalf in our capacities as
directors to enable Bowater Incorporated to comply with the provisions of
the Securities Act of 1933, as amended, all requirements of the
Securities and Exchange Commission, and all requirements of any other
applicable law or regulation, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them,
to such Registration Statement and any and all amendments thereto,
including post-effective amendments.
SIGNATURES TITLE DATE
/S/ Anthony P. Gammie
________________________ Director and Chairman of July 26, 1995
Anthony P. Gammie the Board
/S/ Francis J. Aguilar
________________________ Director July 26, 1995
Francis J. Aguilar
/S/ Hugh d. Aycock
________________________ Director July 26, 1995
Hugh D. Aycock
/S/ Richard Barth
________________________ Director July 26, 1995
Richard Barth
/S/ Kenneth M. Curtis
________________________ Director July 26, 1995
Kenneth M. Curtis
/S/ H. Gordon MacNeill
________________________ Director July 26, 1995
H. Gordon MacNeill
/S/ Donald R. Melville
________________________ Director July 26, 1995
Donald R. Melville
/S/ John A. Rolls
________________________ Director July 26, 1995
John A. Rolls
EXHIBIT 99
GREAT NORTHERN PAPER,INC.
HOURLY 401(k) SAVINGS PLAN
(Effective January 1, 1992)
(Incorporating Amendments made through October 15, 1994)
<PAGE>
TABLE OF CONTENTS
ARTICLE I DEFINITIONS 1
1.1 ACCOUNTS 1
1.2 ACP TEST 1
1.3 ADP TEST 2
1.4 AFFILIATE 4
1.5 AFTER-TAX CONTRIBUTION 4
1.6 AFTER-TAX EMPLOYEE ACCOUNT 4
1.7 BEFORE-TAX CONTRIBUTIONS 4
1.8 BEFORE-TAX MATCHED ACCOUNT 4
1.9 BEFORE-TAX UNMATCHED ACCOUNT 4
1.10 BENEFICIARY 5
1.11 BOARD 5
1.12 BREAK IN SERVICE 5
1.13 CODE 5
1.14 COMPENSATION 5
1.15 ELECTION FORM 6
1.16 ELIGIBLE EMPLOYEE 6
1.17 EMPLOYEE 7
1.18 EMPLOYER 7
1.19 ERISA 7
1.20 GNP 7
1.21 GNP MATCHING ACCOUNT 7
1.22 GNP MATCHING CONTRIBUTIONS 7
1.23 HIGHLY COMPENSATED ELIGIBLE EMPLOYEE 7
1.24 HOUR OF SERVICE 8
1.25 INVESTMENT FUND 8
1.26 INVESTMENT MANAGER 8
1.27 LEAVE OF ABSENCE 9
1.28 LOWER PAID ELIGIBLE EMPLOYEE 9
1.29 PARTICIPANT 9
1.30 PLAN 9
1.31 PLAN ADMINISTRATOR 9
1.32 PLAN SPONSOR 9
1.33 PLAN YEAR 9
1.34 SERVICE 9
1.35 SEVERANCE DATE 9
1.36 TRUST AGREEMENT 9
1.37 TRUST FUND 9
1.38 TRUSTEE 10
1.39 VALUATION DATE 10
ARTICLE II PARTICIPATION REQUIREMENTS 11
2.1 ELECTION TO MAKE CONTRIBUTIONS 11
2.2 CALCULATION OF SERVICE 11
2.3 INFORMATION 14
2.4 NOT A CONTRACT OF EMPLOYMENT 14
ARTICLE III CONTRIBUTIONS 15
3.1 BEFORE-TAX CONTRIBUTIONS 15
3.2 GNP MATCHING CONTRIBUTIONS 17
3.3 AFTER-TAX CONTRIBUTIONS 18
3.4 ELECTION RULES 19
3.5 SECTION 415 LIMITATIONS 20
3.6 ANNUAL LIMITATION OF BEFORE-TAX CONTRIBUTIONS 22
3.7 COMBINED PLANS LIMITATION 22
3.8 MISSED DEDUCTIONS 23
3.9 PLAN TO PLAN TRANSFER 23
3.10 ROLLOVER CONTRIBUTIONS 24
ARTICLE IV INVESTMENT AND ALLOCATION OF
NET INVESTMENT RETURN 25
4.1 INVESTMENT FUNDS 25
4.2 ELECTIONS 26
4.3 ALLOCATION OF INVESTMENT GAINS AND LOSSES 27
ARTICLE V DISTRIBUTIONS AND WITHDRAWALS 28
5.1 DISTRIBUTION EVENTS 28
5.2 WITHDRAWALS 28
5.3 LOANS 31
5.4 FORM AND TIMING OF DISTRIBUTIONS 33
ARTICLE VI FIDUCIARIES 38
ARTICLE VII PLAN ADMINISTRATION 39
7.1 ADMINISTRATION BY FIDUCIARIES 39
7.2 RESPONSIBILITIES OF THE PLAN SPONSOR 39
7.3 RESPONSIBILITIES OF THE TRUSTEE 40
7.4 RESPONSIBILITIES OF THE PLAN ADMINISTRATOR 40
7.5 DELEGATION OF DUTIES 41
7.6 COMMITTEE ACTION 42
7.7 INDIVIDUAL INDEMNIFICATION 42
7.8 EXPENSES 42
ARTICLE VIII FUNDING MEDIUM 44
ARTICLE IX AMENDMENT AND TERMINATION 45
9.1 AMENDMENT 45
9.2 MERGER, CONSOLIDATION, OR TRANSFER OF ASSETS 45
9.3 TERMINATION 45
9.4 WITHDRAWAL OF AN EMPLOYER 45
9.5 PROCEDURE 46
ARTICLE X MISCELLANEOUS 47
10.1 CONSTRUCTION 47
10.2 SPENDTHRIFT CLAUSE 47
10.3 LEGALLY INCOMPETENT 47
10.4 BENEFITS SUPPORTED ONLY BY TRUST FUND 47
10.5 STATUTORY COMPLIANCE 47
10.6 DISCRIMINATION 48
10.7 PAYMENT IN FULL SATISFACTION OF CLAIMS 48
10.8 NON-REVERSION 48
10.9 AGENT FOR SERVICE OF PROCESS 49
10.10 QUALIFIED DOMESTIC RELATIONS ORDERS 49
10.11 DEFINED TERMS 49
ARTICLE XI TRANSFER OF ASSETS FROM AND ASSUMPTION OF
CERTAIN LIABILITIES OF THE GEORGIA-PACIFIC CORPORATION
HOURLY 401(K) PLAN 50
11.1 ASSET TRANSFER 50
11.2 VESTING 50
11.3 ELIGIBILITY TO PARTICIPATE 50
ARTICLE XII CLAIMS PROCEDURE 51
12.1 SUBMISSION OF CLAIMS 51
12.2 WRITTEN NOTICE OF DENIED CLAIM 51
12.3 REVIEW OF DECISION DENYING CLAIM 51
12.4 HEARING 51
12.5 WRITTEN DECISION OF COMMITTEE 51
EXHIBIT A 53
<PAGE>
GREAT NORTHERN PAPER,INC.
HOURLY 401(k) SAVINGS PLAN
(Effective January 1, 1992)
(Incorporating Amendments made through October 15, 1994)
GREAT NORTHERN PAPER, INC., a corporation organized and existing
under the laws of the State of Delaware, on its behalf and on behalf of
each other Employer, hereby establishes the Great Northern Paper, Inc.
Hourly 401(k) Savings Plan in the form of this Plan (which is to be
sponsored and administered by its parent corporation, Bowater
Incorporated) effective January 1, 1992 (hereinafter referred to as the
"Effective Date"). This Plan was established for the benefit of Eligible
Employees who worked for, or who continueed to work for, an Employer
after January 1, 1992.
<PAGE>
ARTICLE I
DEFINITIONS
The following words and phrases as used herein shall, for the
purposes of the Plan and any subsequent amendment thereof, have the
following meanings, unless a different meaning is plainly required by the
context. Whenever applicable, the masculine pronoun shall include the
feminine pronoun, and the singular shall include the plural.
1.1 ACCOUNTS. Account means the Account established by, or at the
direction of, the Employer to show as of any Valuation Date the
contributions made by, or on behalf of, a Participant in this Plan, plus
the investment gains and less the investment losses on such
contributions. An Account shall cease to exist when exhausted through
distributions made in accordance with this Plan.
1.2 ACP TEST. ACP Test means the actual contribution percentage
test which the Plan Administrator shall perform as of the last day of
each Plan Year to determine the extent to which the GNP Matching
Contributions and After-Tax Contributions for such Plan Year in fact can
be made, and such test shall be satisfied only if the Actual Contribution
Percentage (as defined in subsection (c)) for all Highly Compensated
Eligible Employees does not exceed the greater of:
(a) One-hundred twenty-five percent (125%) of the Actual
Contribution Percentage for all Lower Paid Eligible Employees, or
(b) The lesser of two (2) times the Actual Contribution
Percentage (as defined in subsection (c)) for all Lower Paid Eligible
Employees or the Actual Contribution Percentage for all Lower Paid
Eligible Employees plus two (2) percentage points, where
(c) The term "Actual Contribution Percentage" means as to all
Highly Compensated Eligible Employees and all Lower Paid Eligible
Employees for each Plan Year, the average of the ratios, calculated
separately for each Eligible Employee in each such group, of (1) the sum
of the GNP Matching Contributions and After-Tax Contributions made on his
behalf to (2) his "compensation" (as defined in Code Section 401(s)),
including Before-Tax Contributions, for that part of such Plan Year
during which contributions might have been made under the terms of this
Plan on his behalf from his Compensation. The Employer may elect to
include compensation which is not currently includable in the
Participant's gross income by reason of the application of Code Section
125 or 402(a)(8), provided such election is made consistently among all
Participants.
For purposes of the ACP Test only, the Employer may, to the extent
permitted under Code Section 401(m)(3), elect to treat Before-Tax
Contributions for a given Plan Year as GNP Matching Contributions,
provided that such Before-Tax Contributions are not disregarded for
purposes of the ADP Test to the extent required by Code
Section 401(m)(3). In any Plan Year in which the "2.0 times, but not
more than two percentage points" alternative (described in paragraph (b)
of both Section 1.2 and Section 1.3) must be utilized to pass both the
ACP Test (as described in Section 1.2) and the ADP Test (as described in
Section 1.3) the sum of the Actual Contribution Percentage ("ACP") and
the Actual Deferral Percentage ("ADP") for Highly Compensated Eligible
Employees shall not exceed the greater of:
(A) (i) 1.25 times the greater of the ACP or ADP for Lower
Paid Eligible Employees plus
(ii) 2 percent plus (but not more than two times) the
lesser of the ACP or ADP for Lower Paid Eligible Employees;
(B) (i) 1.25 times the lesser of the ACP or ADP for Lower
Paid Eligible Employees plus
(ii) 2 percent plus the greater of (but not more than two
times the lesser of) the ACP or ADP for Lower Paid Eligible Employees; or
(C) the maximum permitted by the Multiple Use Test set forth in
Final Treasury Regulation Section 1.401(m)-2(b) (as amended).
1.3 ADP TEST. ADP Test means the actual deferral percentage test
which the Plan Administrator shall perform as of the last day of each
Plan Year to determine the extent to which the contributions which each
Highly Compensated Eligible Employee elects to make from his before-tax
Compensation for such Plan Year in fact can be made, and such test shall
be satisfied only if one of (a) or (b) is met:
(a) The Actual Deferral Percentage (as defined in
subsection (c)) for all Highly Compensated Eligible Employees does not
exceed one-hundred twenty-five percent (125%) of the Actual Deferral
Percentage for all Lower Paid Eligible Employees, or
(b) The excess of the Actual Deferral Percentage (as defined in
subsection (c)) for all Highly Compensated Eligible Employees over the
Actual Deferral Percentage for all Lower Paid Eligible Employees is not
more than two percentage points, and the Actual Deferral Percentage for
all Highly Compensated Eligible Employees is not more than 2.0 times the
Actual Deferral Percentage for all Lower Paid Eligible Employees, where
(c) The term "Actual Deferral Percentage" means as to all
Highly Compensated Eligible Employees and all Lower Paid Eligible
Employees for each Plan Year, the average of the ratios, calculated
separately for each Eligible Employee in each such group, of (1) the
amount of his Before-Tax Contributions to be credited for such Plan Year
to his Before-Tax Employee Account to (2) his "compensation" (as defined
in Code Section 414(s)) for that part of such Plan Year during which
contributions might have been made under the terms of this Plan on his
behalf from his Compensation. The Employer may elect to include
compensation which is not currently includable in the Participant's
gross income by reason of the application of Code Section 125 or
402(a)(8), provided such election is made consistently among all
Participants. In any Plan Year in which the "2.0 times, but not more than
two percentage points" alternative (described in paragraph (b) of both
Section 1.2 and Section 1.3) must be utilized to pass both the ACP Test
(as described in Section 1.2) and the ADP Test (as described in
Section 1.3) the sum of the Actual Contribution Percentage ("ACP") and
the Actual Deferral Percentage ("ADP") for Highly Compensated Eligible
Employees shall not exceed the greater of:
(A) (i) 1.25 times the greater of the ACP or ADP
for Lower Paid Eligible Employees plus
(ii) 2 percent plus (but not more than two times)
the lesser of the ACP or ADP for Lower Paid Eligible Employees;
(B) (i) 1.25 times the lesser of the ACP or ADP
for Lower Paid Eligible Employees plus
(ii) 2 percent plus the greater of (but not more
than two times the lesser of) the ACP or ADP for Lower Paid Eligible
Employees; or
(C) the maximum permitted by the Multiple Use Test set
forth in Final Treasury Regulation Section 1.401(m)-2(b) (as amended).
1.4 AFFILIATE. Affiliate means:
(a) Any parent, subsidiary or brother-sister corporation which
is a member or a controlled group of corporations (as defined in Code
Section 1563(a), disregarding Sections 1563(a)(4) and 1563(e)(3)) of
which the Plan Sponsor is a member,
(b) Any trade or business, whether or not incorporated, which
is considered to be under common control with the Plan Sponsor under
regulations prescribed by the Secretary of the Treasury pursuant to Code
Section 414(c) and
(c) Any person or organization which is a member of an
affiliated service group (as defined in Code Section 414(m)) with the
Plan Sponsor;
provided, solely for purposes of Section 3.5, the phrase "more than fifty
percent (50%)" shall be substituted for "at least eighty percent (80%)"
each place that "at least eighty percent (80%)" appears in Code Section
1563(a)(1).
1.5 AFTER-TAX CONTRIBUTION. After-Tax Contribution means that part
of a Participant's Compensation that a Participant (other than a
Participant described in Section 1.29(b)) may elect to contribute to the
Plan under Section 3.3, and which is includable in the Participant's
gross income.
1.6 AFTER-TAX EMPLOYEE ACCOUNT. After-Tax Employee Account
means the sub-Account in which there are accumulated the contributions
described in Section 3.3.
1.7 BEFORE-TAX CONTRIBUTIONS. Before-Tax Contributions mean that
part of a Participant's Compensation which the Employer contributes to
this Plan on his behalf under Section 3.1 (to the extent such
contributions are credited to his Before-Tax Matched Account or
Before-Tax Unmatched Account) and which his Employer is not required to
report as his taxable income to the Internal Revenue Service on its
Form W-2 or on any successor or substitute form solely by reason of the
application of Code Section 401(k).
1.8 BEFORE-TAX MATCHED ACCOUNT. Before-Tax Matched Account
means the sub-Account to which contributions with respect to a particular
Employee under Section 3.1(a) and (c) are credited.
1.9 BEFORE-TAX UNMATCHED ACCOUNT. Before-Tax Unmatched Account
means the sub-Account to which contributions with respect to a particular
Employee under Section 3.1(b) are credited.
1.10 BENEFICIARY. The person, estate or trust last designated by a
Participant, by written notice filed with the Plan Administrator, to
receive any benefits payable in the event of his death. In the absence
of an effective designation, or if no Beneficiary so designated survives
the Participant, the Beneficiary shall be the first of the following
classes of successive preference beneficiaries then surviving (in equal
shares, where more than one): the Participant's (a) widow or widower;
(b) children; (c) parents; (d) brothers and sisters; (e) executor or
administrator.
Notwithstanding the above, if a Participant is married on the date
of his death, his Beneficiary shall be his surviving Spouse unless:
a) The Participant has designated a Beneficiary other than his
Spouse, and
b) the Participant's Spouse has consented in writing to such
other Beneficiary designation and the Spouse's consent acknowledges the
effect of such election and is witnessed by a representative of the Plan
Administrator or a notary public, or it is established to the
satisfaction of the Plan Administrator that such consent cannot be
obtained because there is no Spouse or because the Spouse cannot be
located.
1.11 BOARD. Board means the Board of Directors of the Plan Sponsor.
1.12 BREAK IN SERVICE. Break in Service means a period of absence
from employment as described in Section 2.2.
1.13 CODE. Code means the Internal Revenue Code of 1986, as
amended, or any successor statute (in the event an amendment to the Code
renumbers a section of the Code referred to in this Plan, any such
reference to such section automatically shall become a reference to such
section as renumbered), and the rulings and regulations promulgated
thereunder.
1.14 COMPENSATION. Compensation means the total compensation for
services earned by an Eligible Employee during each Plan Year according
to the records of his Employer:
(a) As determined without regard to whether his Employer is
required to report such compensation as taxable income to the Internal
Revenue Service on its Form W-2 or on any successor or substitute form or
is not required to so report such compensation solely by reason of the
application of Code Section 401(k) to the contributions made on his
behalf under this Plan from his Compensation; and
(b) As determined by excluding:
(1) All contributions made by his Employer on his behalf
to any employee benefit plan except for the Before-Tax Contributions made
under this Plan from his Compensation;
(2) Any sum paid to or on behalf of an Eligible Employee
as a reimbursement of expenses or any other payments made to him by
reason of, or in connection with, the transfer of the Eligible Employee
to a different work location, other expense reimbursements, or any other
payments made to him which are entitled to special federal tax treatment;
(3) Any compensation to the Eligible Employee which
results from any option granted to him to purchase common stock of
Bowater Incorporated (including, without limitation, participation in any
employee stock purchase plan approved by the Company);
(4) Any compensation paid to the Eligible Employee
pursuant to any incentive compensation or bonus plan or program except to
the extent the terms of such plan or program expressly state that such
compensation shall be taken into account under this Plan; and
(5) Any compensation payment of which has been
deferred to a future year.
Notwithstanding anything in this Section 1.14 to the contrary, for
purposes of Section 3.1(a) annual Compensation in excess of $200,000.00
and weekly Compensation in excess of $3,846.15 shall not be taken into
account, provided that the foregoing limitations shall be modified
automatically to reflect the cost-of-living adjustments provided in Code
Sections 401(a)(17) and 415(d).
Effective on and after January 1, 1994 the $200,000 annual
Compensation limitation described above shall be limited to $150,000.00,
adjusted for changes in the cost-of-living as provided in Section 415(d)
of the Code in $10,000 increments rounded down to the nearest $10,000,
for benefit accruals commencing on and after such date.
1.15 ELECTION FORM. Election Form means a form provided by the Plan
Administrator for making the elections and designations called for under
this Plan. No such form shall be effective unless properly completed and
timely delivered in accordance with such rules as the Plan Administrator
shall adopt from time to time.
1.16 ELIGIBLE EMPLOYEE. Eligible Employee means for each Plan Year
each active Employee of an Employer whose terms and conditions of
employment are governed by a collective bargaining agreement with the
Employer which is identified on Exhibit A and provides for participation
in this Plan.
1.17 EMPLOYEE. Employee means for each Plan Year each person who is
an employee under common law of the Employer or one, or more than one,
Affiliate and each person who is treated as an employee of the Employer
or one, or more than one, Affiliate by reason of the "leased employee"
rules set forth in Code Section 414(n).
1.18 EMPLOYER. Employer means GNP and each Affiliate which the Plan
Sponsor designates in writing as such from time to time and which adopts
the Plan.
1.19 ERISA. ERISA means the Employee Retirement Income Security Act
of 1974, as amended, or any successor statute (in the event an amendment
to ERISA renumbers a section of ERISA referred to in this Plan, any such
reference to such section automatically shall become a reference to such
section as renumbered), and the rulings and regulations promulgated
thereunder.
1.20 GNP. GNP means Great Northern Paper, Inc., a Delaware
corporation, and any successor to such corporation.
1.21 GNP MATCHING ACCOUNT. GNP Matching Account means the
sub-Account to which GNP Matching Contributions are credited.
1.22 GNP MATCHING CONTRIBUTIONS. GNP Matching Contributions means
the contributions made by GNP in accordance with Section 3.2.
1.23 HIGHLY COMPENSATED ELIGIBLE EMPLOYEE. Highly Compensated
Eligible Employee means any Eligible Employee who during the Plan Year
for which the determination is being made or the next preceding Plan
Year:
(a) Was at any time a five percent (5%) owner of an Employer (as
defined in Code Section 416(i)(1));
(b) Received compensation from Employers in excess of
$75,000.00;
(c) Received compensation in excess of $50,000.00 and was
included in the group consisting of the top twenty percent (20%) of the
Employees ranked on the basis of compensation; or
(d) Was at any time an officer and received compensation greater
than fifty percent (50%) of the defined benefit plan limitation of Code
Section 415(b)(1)(A) for the affected Plan Year.
Provided, however, that notwithstanding the foregoing:
(e) The determination of which Eligible Employees are Highly
Compensated Eligible Employees shall at all times be subject to the rules
of Code Section 414(q).
(f) The maximum number of officers taken into account under
subsection (d) above shall not exceed fifty (50);
(g) Eligible Employees who were not described in
subsections (b), (c) or (d) during the next preceding Plan Year shall not
be considered as described in such subsections for the determination Plan
Year unless the Eligible Employee is a member of the group consisting of
the one hundred (100) Employees paid the greatest compensation for the
determination Plan Year.
(h) "Compensation" for purposes of this Section 1.23 shall be
determined in accordance with Code Section 415(c)(3), provided that
elective Before-Tax Contributions shall be included in "compensation".
(i) A Former Employee shall be treated as a Highly Compensated
Eligible Employee if he was a Highly Compensated Eligible Employee upon
separation or was a Highly Compensated Eligible Employee at any time
after attaining age fifty-five (55).
(j) If an individual is a member of the family (as defined in
Code Section 414(q)(6)(B)) of an Eligible Employee who is described in
subsection (a) or who is a member of the group consisting of the ten (10)
Highly Compensated Eligible Employees having the greatest compensation
for the Plan Year, for purposes of this Section 1.23, the individual will
not be considered a separate Employee, and the compensation of such
individual shall be included in the compensation of the Eligible
Employee.
1.24 HOUR OF SERVICE. Hour of Service means each hour for which an
Employee is paid, or entitled to payment, as more fully defined in
Section 2.2.
1.25 INVESTMENT FUND. Investment Fund means the funds set forth in
Section 4.1, and shall mean such funds as established within the Trust
Fund from time to time at the direction of the Employer in accordance
with Section 4.1 for the investment of the assets held under the Trust
Fund.
Prior to January 1, 1993, Investment Fund was defined as the
Interest Fund.
1.26 INVESTMENT MANAGER. Investment Manager means any person who
comes within the definition of an "investment manager" under
Section 3(38) of ERISA and who is appointed as such by (or at the
direction of)the Plan Sponsor to direct the investment of all or any part
of the Investment Fund.
1.27 LEAVE OF ABSENCE. Leave of Absence means an absence authorized
by the Employer under its standard personnel practices as applied in a
uniform and non-discriminatory manner to all persons similarly situated,
provided the Employee resumes employment with the Employer within the
period specified in the authorization of the leave of absence.
1.28 LOWER PAID ELIGIBLE EMPLOYEE. Lower Paid Eligible Employee
means for each Plan Year each Eligible Employee (other than a Higher Paid
Eligible Employee) who has satisfied the employment requirement for
participation set forth in Section 2.1 for such Plan Year.
1.29 PARTICIPANT. Participant means for any Plan Year:
(a) An Employee who has met the requirements set forth under
Section 2.1; or
(b) A person for whom an Account continues to exist under this
Plan.
1.30 PLAN. Plan means the Great Northern Paper, Inc. Hourly 401(k)
Savings Plan as set forth in this document and as it may, from time to
time, be amended.
1.31 PLAN ADMINISTRATOR. Plan Administrator means the Plan
Administrator appointed and acting in accordance with Article VII.
1.32 PLAN SPONSOR. Plan Sponsor means Bowater Incorporated, a
corporation organized and existing under the laws of the State of
Delaware and which owns 100% of the common stock of GNP.
1.33 PLAN YEAR. Plan Year means the calendar year.
1.34 SERVICE. Service means employment and certain absences from
employment taken into account for vesting and other purposes under the
Plan, as more fully described in Section 2.2.
1.35 SEVERANCE DATE. Severance Date means the date as of which an
Employee is deemed to have severed his employment relationship, as more
fully described in Section 2.2(a)(5).
1.36 TRUST AGREEMENT. Trust Agreement means the Master Trust
Agreement between Bowater Incorporated and Fidelity Management Trust
Company dated as of July 1, 1994.
1.37 TRUST FUND. Trust Fund means the assets held by the Trustee in
accordance with the Trust Agreement.
1.38 TRUSTEE. Trustee means Fidelity Management Trust Company, as
Trustee under the Master Trust Agreement between Bowater Incorporated and
Fidelity Management Trust Company dated as of July 1, 1994, and its
successors.
1.39 VALUATION DATE. Valuation Date means the last business day of
each quarter (and any other date specified by the Trustee), on which the
Trust Fund is valued in accordance with Article IV. As to Accounts
maintained in any Investment Fund which is valued daily, each business
day may be deemed to be a Valuation Date. A Comprehensive Valuation Date
is one on which all Investment Funds are valued.
<PAGE>
ARTICLE II
PARTICIPATION REQUIREMENTS
2.1 ELECTION TO MAKE CONTRIBUTIONS.
(a) Initial Participants. Any Employee who is employed as an
Eligible Employee on the fifteenth day of the calendar month next
preceding the effective date of this Plan applicable to him (as stated on
Exhibit A) and is still so employed on that effective date may complete
and deliver an Election Form in accordance with Section 3.3 (except that
the form may be delivered on or before the fifteenth day of the month
preceding the effective date) and will be deemed to have satisfied the
participation requirement to make Before-Tax Contributions and After-Tax
Contributions from his Compensation effective for the calendar month
commencing on that effective date (beginning with the first full payroll
period in that month) and continuing until the date his election to make
such contributions terminates in accordance with Section 3.3.
Participation elections by Employees described in this subsection (a)
made after their initial effective date shall be governed by the general
rule in subsection (b) except that (subject to the Break in Service rules
of Section 2.2) the service requirement shall not apply.
(b) General Rule. Any Eligible Employee who is employed as such on
the first day of any month may, following the completion of one (1) year
of Service with the Employer and/or its Affiliates, complete and deliver
an Election Form in accordance with Section 3.4 and will be deemed to
have satisfied the participation requirement to make Before-Tax
Contributions and After-Tax Contributions from his Compensation effective
for that month (beginning with the first full payroll period in that
month) and continuing until the date his election to make such
contributions terminates in accordance with Section 3.4.
(c) Subsequent Elections. An Eligible Employee whose election to
make Before-Tax Contributions and/or After-Tax Contributions from his
Compensation terminates in accordance with Section 3.4 shall satisfy the
membership requirement set forth in this Section 2.1 effective for the
first month thereafter (beginning with the first full payroll period in
that month) on which he is an Eligible Employee and with respect to which
he completes and delivers a timely Election Form in accordance with
Section 3.4 to make such contributions.
2.2 CALCULATION OF SERVICE. The purpose of this Section 2.2 is to
describe the manner in which Service is calculated for purposes of
eligibility for participation.
(a) For purposes of this Section 2.2, and for all purposes of the
Plan, the following terms shall have the designated meanings:
(1) Break in Service. A Severance Period of at least twelve
(12) consecutive months during which an Employee fails to perform an Hour
of Service, beginning on the Employee's Severance Date; provided,
however, that the first twelve (12) consecutive month period of absence
from work after a Severance Date shall not be included within a Break in
Service if such absence is for maternity or paternity reasons. (This
provision, however, shall not be construed to grant an individual any
right to a Leave of Absence for any reason.) An absence from work for
maternity or paternity reasons means an absence:
(A) By reason of the pregnancy of the individual,
(B) By reason of the birth of a child of the individual,
(C) By reason of the placement of a child with the individual
in connection with the adoption of such child by such individual, or
(D) For purposes of caring for such child for a period
beginning immediately following such birth or placement.
(2) Employment Date. The date on which an Employee first completes
an Hour of Service.
(3) Hour of Service. "Hour of Service" shall mean each of the
following applied without duplication:
(A) Each hour for which an Employee is paid, or entitled to
payment, for the performance of duties (including, without limitation,
make-up work) for an Employer or Affiliate. These hours shall be
credited to the Employee for the computation period or periods in which
the duties are performed.
(B) Each hour for which back pay, irrespective of mitigation
of damages, or each hour of make-up work, is either awarded or agreed to
by an Employer or Affiliate. These hours shall be credited to the
computation period or periods to which the award or agreement pertains
rather than the computation period in which the award, agreement or
payment is made.
Provided, however, that:
(C) An hour for which an Employee is paid, or entitled to
payment, on account of a period when he performs no duties as an Employee
shall not be credited as an Hour of Service if such payment is made or is
due under a plan maintained solely to comply with applicable unemployment
compensation laws, and
(D) An Hour of Service shall not be credited to an Employee on
account of a payment which solely reimburses such Employee for medical,
or medically-related, expenses incurred by or on behalf of the Employees.
(4) Reemployment Date. The date on which an Employee first
completes an Hour of Service after a Severance Date.
(5) Severance Date. The earlier of:
(A) The date on which an Employee quits, retires, is
discharged or dies; or
(B) The first anniversary of the first date of a period in
which an Employee remains absent from Service with an Employer or
Affiliate (with or without pay) for any reason (such as vacation,
holiday, sickness, Leave of Absence or layoff) other than those specified
in clause (A) of this Section 2.2(a)(5).
(6) Severance Period. Each period from an Employee's Severance
Date to his next Reemployment Date.
(b) Subject to the provisions of Sections 2.2(f), for
the period preceding April 1, 1989, an Employee shall be credited with
Service under this Plan calculated in accordance with the provisions of
this Section 2.2.
(c) Subject to the provisions in Sections 2.2(d), (e) and (f),
for the period from and after April 1, 1989, an Employee shall be
credited with Service in an amount equal to the aggregate of the
following (applied without duplication):
(1) Each period from an Employee's Employment Date (or
Reemployment Date) to his next Severance Date; and
(2) If an Employee performs an Hour of Service within
twelve (12) months of a Severance Date, the period from such Severance
Date to such Hour of Service; and
(3) In the case of an Employee who leaves employment to
enter service with the armed forces of the United States, the period of
such military service, provided that the Employee resumes employment with
the Employer or Affiliate within the period during which his reemployment
rights are protected by applicable law.
(d) If an Employee incurs a Break in Service, his Service in respect
of all periods before such Break in Service shall be forfeited and
disregarded for all purposes of the Plan and he shall have no rights
under the Plan (other than rights in which he was vested prior to such
Break in Service). Upon reemployment, he shall be enrolled as a
Participant effective on his Reemployment Date (or, if later, the first
day thereafter on which he meets the requirements of Section 2.1), and
his Service in respect of all periods before such Break in Service shall
be restored to him unless disregarded under Section 2.2(e).
(e) If the Employee had no vested rights under the Plan prior to
such Break in Service, and if the length of such Break in Service equals
or exceeds his Service prior to such Break in Service, then his Service
in respect of all periods before such Break in Service shall thereafter
be irrevocably forfeited and disregarded for all purposes of the Plan.
Notwithstanding the foregoing, no such irrevocable forfeiture shall occur
unless the Break in Service equals or exceeds five (5) consecutive years.
The Service prior to a Break in Service taken into account under the
preceding provisions of this Section 2.2 shall exclude any period which
may be disregarded by reason of a prior application of this Section 2.2.
(f) In no event shall there be any duplication of the Service of any
Employee attributable to the same period of time.
2.3 INFORMATION. Each Eligible Employee who satisfies the
participation requirement set forth in Section 2.1 and who desires to
make Before-Tax Contributions and/or After-Tax Contributions shall
complete and deliver an Election Form to the Plan Administrator which
sets forth such information as the Plan Administrator deems necessary for
the orderly administration of this Plan.
2.4 NOT A CONTRACT OF EMPLOYMENT. This Plan does not constitute a
contract of employment, and participation in this Plan shall not give any
person the right to be retained in the employ of the Employer or any
Affiliate as an Eligible Employee or as an Employee or, upon the
termination of such employment, to have any interest or right in the
Trust funding this Plan other than as expressly set forth in this Plan.
<PAGE>
ARTICLE III
CONTRIBUTIONS
3.1 BEFORE-TAX CONTRIBUTIONS. Subject to the rules set forth in
this Section 3.1 and in Sections 3.4 (Election Rules), 3.5 (Section 415
Limitations), 3.6 (Annual Limitation of Before-Tax Contributions) and 3.7
(Missed Deductions), an Eligible Employee who has satisfied the
participation requirement set forth in Section 2.1 may elect to make the
types of Before-Tax Contributions described in subsections (a), (b) and
(c) below:
(a) Percentage Contributions. Such an Eligible Employee may elect
that the Employer make contributions on his behalf from his Modified
Compensation (Compensation reduced by bonuses described in Section 3.1(b)
and vacation or holiday pay with respect to relinquished vacation or
personal holidays under Section 3.1(c)) in one percent (1%) increments of
his Modified Compensation, from one percent (1%) to percent (10%) of
such Modified Compensation; provided that such contribution when added to
the Eligible Employee's After-Tax Contributions (if any) under
Section 3.3(b) may not exceed the lesser of the limitation imposed under
Section 3.5 hereof ($7,000, adjusted annually for changes in the cost-of-
living pursuant to Section 402(g)(5) of the Code,) or 16% of
Compensation. All such contributions shall be made by the Employer
exclusively through payroll withholding, and such contributions shall be
made by the Employer as soon as practicable after the end of the payroll
period with respect to which such contributions are withheld.
Notwithstanding anything in this subsection (a) to the contrary,
Before-Tax Contributions shall be withheld on a weekly basis on the last
day of each week and may not exceed for any week one-fifty-second
(1/52nd) of the elective deferral limitation amount specified for each
Plan Year pursuant to Code Sections 402(g)(1) and (5); provided that if
the cost-of-living adjustment under Code Section 402(g)(5) is not
announced until after the beginning of the affected Plan Year, the
Employer may adjust the maximum monthly deferral on a prospective basis
so that the maximum amount of authorized deferrals for the Plan Year
equals the elective deferral limitation under Code Section 402(g) for
that year; and provided, further, that in the event an Eligible Employee
is paid on other than a weekly basis, Before-Tax Contributions may be
withheld at the end of each payroll period subject to the weekly elective
deferral limitation described above. Contributions pursuant to this
Section 3.1(a) shall be credited to the Employee's Before-Tax Matched
Account.
(b) Bonus Contributions. Such an Eligible Employee may elect that
the Employer make contributions on his behalf from his Compensation
consisting of bonuses explicitly included in Compensation for purposes of
this Plan under the applicable bonus arrangement ("Bonus Compensation").
Contributions from Bonus Compensation must be one hundred percent (100%)
of the Bonus Compensation which is subject to election, subject to the
annual limitations specified in Sections 3.5, 3.6 and 3.7. All such
contributions shall be withheld from the Bonus Compensation as paid and
shall be made by the Employer as soon as practicable after being
withheld. Contributions pursuant to this Section 3.1(b) shall be
credited to the Employee's Before-Tax Unmatched Account. Elections under
this subsection (b), once submitted, shall be irrevocable.
(c) Vacation Contributions. An Eligible Employee may elect to
relinquish vacation days and/or personal holidays and, in such a case, to
require that the Employer make contributions on his behalf equal to one
hundred percent (100%) of the Compensation to which he would have been
entitled with respect to such relinquished vacation days or holidays had
he taken them. Election to relinquish vacation days or holidays may be
made in accordance with Section 3.4 by timely submission of the proper
Election Form and, once submitted, shall be irrevocable. Such elections
may affect only prospective vacation days and personal holidays which
have been earned, but not used, as of the date the contribution is
withheld. Contributions with respect to elections under this
subparagraph (c) will be made by payroll withholding and will be withheld
- - and Compensation with respect to relinquished vacation days or personal
holidays will be paid - with respect to the first full payroll period of
the calendar year for which the election is effective and shall be made
by the Employer as soon as practicable thereafter. Contributions pursuant
to this Section 3.1(c) shall be credited to the Employee's Before-Tax
Matched Account. For purposes of this subsection (c), an Eligible
Employee's "personal holidays" shall be determined in accordance with the
provisions of the collective bargaining agreement listed in Exhibit A
governing his terms and conditions of employment. Notwithstanding
anything in this subsection (c) to the contrary, vacation days and
personal holidays may be relinquished only in the form and amounts in
which the Employee could have received them.
(d) ADP Test and Account Credits. Notwithstanding the foregoing, in
the event that the Employer estimates that the Actual Deferral Percentage
(as defined in Section 1.3(c)) for all Highly Compensated Eligible
Employees for a given Plan Year may not satisfy the ADP Test, it may,
without notice or requirement of consent by the Participant or the
Participant's spouse, to assure that the ADP Test is satisfied for that
Plan Year, direct the Trustee designated in accordance with Article VIII
to distribute to the Participant some or all of excess contributions
(together with income allocable to the excess contributions) on or before
the end of the Plan Year following the Plan Year for which they were
made. Such distribution must be specifically designated by the Employer
as a distribution of excess contributions (and related income). The
amount of any excess contributions to be distributed shall be reduced by
excess contributions previously distributed for the taxable year ending
in the same Plan Year and excess contributions to be distributed for a
taxable year will be reduced by excess contributions previously
distributed for the Plan beginning in such taxable year. For purposes of
this Section 3.1(d), "excess contributions" and "income allocable to
excess contributions" shall be defined as specified in regulations under
Code Section 401(k)(8).
(e) Nonforfeitable Interest. All contributions which are made on
behalf of a Participant pursuant to this Section 3.1 shall be
nonforfeitable.
(f) Designation. No contribution credited to an Eligible Employee's
Before-Tax Matched or Unmatched Accounts shall be "designated" as an
"employee contribution" within the meaning of Code Section 414(h)(1).
3.2 GNP MATCHING CONTRIBUTIONS.
(a) Percentage. Subject to the rules set forth in this Section 3.2
and Section 3.5 (Section 415 Limitations), the Employer shall as of the
last day of each payroll period in each Plan Year make a contribution on
behalf of each Eligible Employee on whose behalf contributions
tentatively or actually were credited as of each such date to his
Before-Tax Matched Account, pursuant to Sections 3.1(a) and (c) which
shall equal fifty percent (50%) of the contributions (taking into account
contributions up to six percent (6%) of such Eligible Employee's
Compensation only) tentatively or actually credited to his Before-Tax
Matched Account as of such date; provided, however, that in no event may
GNP Matching Contributions for any Participant in any Plan Year exceed
$800.00.
(b) ACP Test and Accounting Credits. The GNP Matching Contributions
made on behalf of each Eligible Employee as of the last day of each
payroll period in each Plan Year tentatively shall be credited by, or at
the direction of, the Employer to his GNP Matching Account as of such
date pending the completion of the ACP Test for such Plan Year.
Notwithstanding the foregoing, in the event that the Employer estimates
that the Actual Contributions Percentage (as defined in Section 1.2(c))
for all Highly Compensated Eligible Employees for a given Plan Year may
not satisfy the ACP Test, it may, without notice or requirement of
consent by the Participant or the Participant's spouse, to assure that
the ACP Test is satisfied for that Plan Year, direct the Trustee
designated in accordance with Article VIII to distribute to the
Participant some or all of excess aggregate contributions (together with
income allocable to the excess aggregate contributions) on or before the
end of the Plan Year following the Plan Year for which they were made.
Such distribution must be specifically designated by the Employer as
distribution of excess aggregate contributions (and related income). For
purposes of this Section 3.2(b), "excess aggregate contributions" and
"income allocable to excess aggregate contributions" shall be defined as
specified in regulations under Code Section 401(m)(6).
(c) Nonforfeitable Interest. A Participant's interest in
contributions which are actually credited to his GNP Matching Account
shall be nonforfeitable.
3.3 AFTER-TAX CONTRIBUTIONS.
(a) Percentage Contributions. On and after January 1, 1993,
subject to the rules set forth in this Section 3.3, and Sections 3.4
(Election Rules), 3.5 (Section 415 Limitations), 3.6 (Annual Limitation),
and 3.7 (Missed Deductions), an Eligible Employee who has satisfied the
participation requirements set forth in Section 2.1 may elect to
contribute from 1% to 16% of his Compensation, (including After-Tax
Contributions attributable to relinquished vacation and/or personal
holidays, and After-Tax Bonus Contributions attributable to Bonus
Compensation, elected pursuant to the rules respectively applicable to
such types of contributions as set forth in Sections 3.2(b) and (c))
provided that such After-Tax Contribution, when added to an Eligible
Employee's Before-Tax Contributions (if any) under Section 3.2 may not
exceed 16% of Compensation.
All such contributions shall be made by the Employer
exclusively through payroll withholding, and such contributions shall be
transferred by the Employer to the Trustee as soon as practicable after
the end of the payroll period from which such contributions are made.
(b) ACP Test. After-Tax Contributions are subject to the ACP
Test. In the event that the Employer estimates that the Actual
Contribution Percentage (as defined in Section 1.2(a)) for all Highly
Compensated Eligible Employees for a given Plan Year may not satisfy the
ACP Test (including the Multiple Use Test, if applicable), it may,
without notice or requirement of consent by the Participant or the
Participant's spouse, take any of the following actions (or any
combination of the following actions) to assure that the ACP Test is
satisfied for that Plan Year:
(1) The Employer may refuse to accept, on a prospective
basis, any or all of a Participant's After-Tax Contributions.
(2) The Employer may direct the Trustee to distribute to
the Participant some or all of the excess aggregate contributions
(together with income allocable to the excess aggregate contributions) on
or before the end of the Plan Year following the Plan Year for which they
were made. Such distribution must be specifically designated by the
Employer as a distribution of excess aggregate contributions (and related
income). For purposes of this subparagraph (2), "excess aggregate
contributions" and "income allocable to excess aggregate contributions"
shall be defined as specified in regulations under Code
Section 401(m)(6).
The provisions for the return of After-Tax Contributions under
this Section 3.3(b) shall apply prior to the application of any similar
provisions under Section 3.2(b)for GNP Matching Contributions.
3.4 ELECTION RULES. Each Eligible Employee who has satisfied the
participation requirement set forth in Section 2.1 may elect that the
Employer make Before-Tax Contributions under Sections 3.1(a), (b) and (c)
and/or After-Tax Contributions under Section 3.3(a) from his
Compensation. Elections under Sections 3.1(a) and 3.3(a) with respect to
Modified Compensation shall be effective with respect to the first full
payroll period of a month following the receipt of a properly completed
Election Form by the Employer on or before the fifteenth day of the
immediately preceding month. Elections under Sections 3.1(b) and 3.3(a)
with respect to Bonus Compensation shall be made at least two (2) weeks
prior to the date upon which Bonus Compensation would otherwise be paid.
Elections under Sections 3.1(c) and 3.3(a) with respect to relinquished
vacation and/or personal holidays shall be made annually no later than
the fifteenth day of December preceding the Plan Year for which they are
effective; provided, however, that Employees described in Section 2.1(a)
may make an election to relinquish unused vacation or personal holidays
for the period commencing on their effective date and ending on the
following December 31 by delivering the appropriate Election Form to the
Plan Administrator on or before the fifteenth day of the month preceding
that effective date. All elections shall be deemed to have been made
only upon receipt of a properly completed Election Form by the Employer.
The Employer shall have the right to reject any Election Form which is
not properly completed or which is not timely delivered. Elections
pursuant to Sections 3.1(a) and 3.3(a) with respect to Modified
Compensation, once effective, can be changed effective as of the first
full payroll period of a subsequent month after receipt of a completed
Election Form by the Employer on or before the fifteenth day of the
calendar month immediately preceding such month. Elections pursuant to
Sections 3.1(b) and (c) and 3.3(a) with respect to Bonus Compensation and
relinquished vacation and/or personal holidays shall be irrevocable. An
Eligible Employee shall have the right to terminate contributions under
Sections 3.1(a) and 3.3(a) with respect to Modified Compensation during a
calendar month, and any such termination shall become effective as soon
as practicable after the Eligible Employee completes and delivers the
related Election Form to the Employer. Notwithstanding the foregoing,
any Eligible Employee whose status as such terminates or whose employment
as an Employee terminates shall be deemed to have completed and delivered
an Election Form to terminate contributions under Sections 3.1 and 3.3 as
of the date his status or his employment so terminates.
3.5 SECTION 415 LIMITATIONS.
Notwithstanding any other provisions of the Plan, for each Plan
Year beginning on and after January 1, 1987, "the annual addition" to a
Participant's Accounts shall not exceed the lesser of (a) and (b) below:
(a) The Maximum Permissible Dollar Amount; and
(b) 25% of the Employee's Compensation for the Plan Year.
For purposes of applying the above limits, the following
conditions and definitions shall apply:
(i) The term "annual additions" shall mean the sum of:
1. Employer Contributions and forfeitures allocated to
the Participant's Accounts under Sections 3.2 and 4.1;
2. Tax-Deferred Employee Contributions and After-Tax
Employee Contributions allocated to the Participant's Accounts under
Sections 3.1 and 3.3;
(ii) The initial Maximum Permissible Dollar Amount shall be
$30,000, and the initial Maximum Permissible Benefit shall be $90,000.
The limitations shall be adjusted automatically in accordance with
regulations issued or to be issued by the Secretary of the Treasury as
the corresponding limitation in Section 415(c)(1)(A) and
Section 415(b)(1)(A) of the Code, respectively, are adjusted for the cost
of living in accordance with Section 415(d) of the Code.
(iii) For purposes of this Section, the term "compensation"
shall mean the amount paid to the Employee by the Employer during the
Plan Year, excluding Tax-Deferred Employee Contributions under
Section 3.1.
(iv) The limitations of this Section with respect to any
Participant who at any time has been a participant in any other defined
contribution plan maintained by the Company or an Affiliated Company
shall apply as if the total contributions made under all such defined
contribution plans in which the Participant has been a participant were
made to one plan.
If the above limitations would be exceeded in any Plan Year, the
Plan Administrator shall take the following action in any order at such
times as required and to the extent necessary to prevent the limitations
from being exceeded.
(i) Discontinue or reduce the Participant's Tax-Deferred
Employee Contributions;
(ii) Discontinue or reduce the Participant's After-Tax
Employee Contributions for the Plan Year;
(iii) Instruct the Trustee to return all or a portion of the
Employee's After-Tax Employee Contributions made during the Plan Year;
(iv) Instruct the Trustee to return all or a portion of the
Employee's Tax-Deferred Employee Contributions made during the Plan Year;
(v) Instruct the Employer to reduce or eliminate its
Employer Contributions to the Participant's Accounts for the remainder of
the Plan Year;
(vi) Instruct the Trustee to return to the Employer all or
a portion of the Employer Contributions made to the participant's
Accounts for the Plan Year;
(vii) Apply any amounts in excess of such limitations ("excess
amounts") for a participant to reduce Employer contributions for the next
Plan Year (and succeeding Plan Years, as necessary) for that Participant,
if that Participant is covered by the Plan as of the end of the Plan
Year.
If that Participant is not covered by the Plan as of the end of the
Plan Year, the Committee shall hold such excess amounts unallocated in a
suspense account for the Plan Year and allocated and reallocated in the
next Plan Year to all of the remaining participants in the Plan. Such
allocation or reallocation shall not result in the limitations of this
Section 3.5 being exceeded for any Participant for the Plan Year.
Any excess amounts not allocated to Participants in the preceding
paragraph shall be used to reduce Employer contributions for the next
Plan Year (and succeeding Plan Years, as necessary) for all of the
Participants in the Plan.
For purposes of this subsection, excess amounts may not be
distributed to Participants or former Participants.
The above actions shall not be considered a termination of
contributions as provided in Section 3.4.
Notwithstanding the foregoing, the provisions of Section 415 of the
Code, as amended by the Tax Reform Act of 1986, are hereby incorporated
by reference for use as a guide to the interpretation of the foregoing
provisions.
3.6 ANNUAL LIMITATION OF BEFORE-TAX CONTRIBUTIONS. Notwithstanding
anything in this Article III to the contrary, the aggregate Before-Tax
Contributions of any Participant in any Plan Year pursuant to Sections
3.1(a), (b) and (c) may not exceed the annual elective deferral
limitation specified for each Plan Year pursuant to Code Sections
402(g)(1) and (g)(5). Any Before-Tax Contributions for a given Plan Year
which exceed this limitation shall be distributed to the Participant on
whose behalf such contributions were made (together with all income
allocable to such contributions) not later than the April 15 of the
following Plan Year.
3.7 COMBINED PLANS LIMITATION: In any case in which a Participant
in the Plan is also a participant in any defined benefit pension plan
maintained by the Employer, the allocations set for them in this Plan
shall be additionally limited so that the sum of the "defined benefit
fraction" and the "defined contribution fraction" shall not exceed 1.0
for any Plan Year.
The term "defined contribution fraction" for a Plan Year shall mean
a fraction, the numerator of which is the sum of annual additions to the
Participant's Accounts for all Plan years as of the end of the Plan Year
and the denominator of which is the lesser of 125% of the Maximum
Permissible Dollar Amount for the Plan Year and all prior Years of
Service or 140% of 25% of the Participants Total compensation for that
year and all prior Years of Service.
The term "defined benefit fraction" for a Plan Year shall mean a
fraction, the numerator of which is the projected annual benefit for the
Participant under all qualified retirement plans of the Employer and the
denominator of which is the lesser of 125% of the Maximum Permissible
Dollar Amount under the Retirement Plans for the Plan Year or 140% of the
Participant's average compensation for the three highest paid years.
Such fraction shall be determined as of the end of the Plan Year.
The Participant's projected annual benefit shall be determined under
such retirement plans assuming that his earnings continue to normal
retirement date at the same level as at the end of the Plan Year and
assuming that his service continues to accrue to his Normal Retirement
Date without a break in service prior to his normal retirement date. The
terms "earnings", "service", "normal retirement date", and "break in
service" shall have the same meaning as defined in such retirement plans.
3.8 MISSED DEDUCTIONS. In the event that a payroll deduction for
any payroll period pursuant to an election to make Before-Tax or After-
Tax Contributions with respect to Modified Compensation under Sections
3.1(a) or 3.3(a) is not withheld in whole or in part because the net
Compensation of the affected Employee for that payroll period is
insufficient, the amount not withheld (a "carry-over amount") shall be
withheld in the first subsequent payroll period for which there is
sufficient net Compensation to cover, first, the current deduction for
that period and, second, any carry-over amount (to the extent possible),
provided that such subsequent payroll periods must end during the Plan
Year in which the original missed deduction occurred. Contributions of
carry-over amounts not withheld in accordance with the foregoing shall be
deemed to have been waived as of the end of the Plan Year in question.
3.9 PLAN TO PLAN TRANSFER: Balances may be transferred into the
Plan, with the consent of the Plan Administrator, if the amount
transferred is from the Bowater Incorporated Salaried Employees' Savings
Plan, the Bowater Carolina Hourly Employees' Savings Plan, the Bowater
Communication Paper Incorporated Employees' Savings Plan, the Great
Northern Paper, Inc. Savings and Capital Growth Plan, the Bowater
Southern Hourly Employees Savings Plan, or such other tax-qualified plan
as may be approved by the Plan Administrator. Transfers under this
Section shall be subject to the applicable restrictions of Article V, but
shall not be subject to the limitations of Sections 3.5 or 3.7; nor shall
amounts transferred under this Section be included in the calculation of
the Participant's rate of Basic or Supplemental Contribution pursuant to
Sections 3.1 and 3.3.
The balance transferred shall be treated as follows:
(i) The portion attributable to pre-tax contributions
pursuant to Section 401(k) of the Code shall be credited to the
Employee's Before-Tax Unmatched Account;
(ii) The portion attributable to After-tax contributions
pursuant to Section 401(a) of the Code shall be credited to the
Employee's After-Tax Employee Account;
(iii) The portion attributable to Employer matching
contributions pursuant to Section 401(a) of the Code shall be credited to
the GNP Matching Account.
The Plan Administrator shall require the Employee to furnish a
written statement containing such information as may be necessary to
establish that the transfer does not contain amounts from sources other
than provided above and that the transfer otherwise meets the
requirements of law.
3.10 ROLLOVER CONTRIBUTIONS. An Eligible Employee may transfer to
this Plan:
(a) A total distribution of the balance to the credit of a
Participant, or the cash proceeds of any such total distribution in
property or securities, to which Code Section 402(a)(5) applies to the
extent that such section applies to such distribution, or
(b) Any distribution from an individual retirement account to
which Code Section 408(d)(3)(A)(ii) applies to the extent such section
applies to such distribution; provided, however, that
(c) The plan administrator of the distributing plan certifies in
writing to the Plan Administrator that
(1) the distributing plan and trust are, at the time of the
distribution, qualified pursuant to Code Sections 401(a) and 501(a) (and,
if requested by the Plan Administrator, appends to such certification a
copy of the most recent determination letter issued by the Internal
Revenue Service with respect to such plan and trust);
(2) The distributing plan is neither a defined benefit plan
nor a defined contribution plan subject to the funding standards of Code
Section 412; and
(3) with respect to the Participant, the distributing plan
is not a direct or indirect transferee (in a transfer after 1984) of a
plan described in paragraphs (1) and (2) above or this paragraph (3),
provided that this paragraph (3) shall apply only if the distributing
plan has separately accounted for the transferred assets and any income
allocable to such assets.
(c) The Plan Administrator acting in his absolute discretion
consents to such transfer;
(d) The Eligible Employee satisfies such uniform and
nondiscriminatory requirements which the Plan Administrator establishes
from time to time as a condition to such a transfer; and
(e) Such Transfer is made in cash to the Trustee as of a
Valuation Date and in a manner which is acceptable to the Plan
Administrator and to the Trustee.
ARTICLE IV
INVESTMENT AND ALLOCATION OF
NET INVESTMENT RETURN
4.1 INVESTMENT FUNDS. Effective July 1, 1994, the Trust Fund shall
be subdivided into, and Participant and Employer Contributions shall be
invested by the Trustee, either as directed by the provisions of the Plan
or as directed by the Participant (or, where applicable, the
Participant's Beneficiary or an Alternate Payee designated pursuant to a
Qualified Domestic Relations Order), in one or more Investment Funds,
which shall include the following:
(a) The Plan Sponsor Stock Fund, which invests primarily in
shares of Bowater Incorporated common stock. However, a small percentage
of the Fund is invested in money market instruments to facilitate daily
cash transactions. Cash dividends received on shares of Bowater
Incorporated stock held by this Fund will be automatically reinvested in
the Fund. Accounts in this Fund shall segregate, separately account for
and respectively consist of shares of Bowater Incorporated stock
attributable to Employer Contributions and Participant Contributions.
All Participant Contributions initially invested directly in this Fund
pursuant to Section 4.2(b) shall be treated as if invested at 95% of
market value, with the Employer making the necessary contributions to
effect allocations at full fair market value.
(b) Additional Investment Funds: There may be established by
the Trustee at the direction of the Board or its designee such further
additional Investment Funds as shall be deemed appropriate, including
Investment Funds appropriate for purposes of meeting the requirements of
Section 404(c) of ERISA and the regulations thereunder. Any such
additions, modifications or deletions shall be communicated to
Participants in advance in order to allow Participants time, in the
Employer's judgment, to make changes in their investment elections under
this Section 4.
(c) Temporary Investment. Pending investment and reinvestment,
the Trustee may invest temporarily all or any part of the Investment
Funds and such other Investment Funds as may be established by the
Trustee at the direction of the Board or its designee pursuant to the
provisions of the Plan in short and medium term securities including but
not limited to commercial paper, notes of finance companies or in
obligations of the U.S. Government or any instrumentality or agency
thereof. The Board or its designee may from time to time specify
additional or different investment vehicles for the temporary investment
of funds by the Trustee, or may direct the Trustee in the temporary
investment of funds. The Trustee may invest all or any part of any
Investment Fund directly in the securities and obligations authorized for
the respective Investment Fund or through the medium of any common,
collective or commingled trust fund which is invested principally in
securities and obligations authorized for the respective Investment Fund.
4.2 ELECTIONS.
(a) Investment Elections by Participants. Each Participant must
elect by "Appropriate Notice" (as hereinafter defined) to have all of his
Contributions and his GNP Matching Contributions invested in any one of
the available Investment Funds or among such Funds, with the investment
in each Fund being a whole number percentage of such contributions and
the sum of such percentages equal to 100%. "Appropriate Notice" means,
for these purposes, written, telephonic or other electronic communication
directed to the Plan Administrator (or as the Plan Administrator
specifies in rules or procedures uniformly applicable to all similarly
situated Participants). A GNP Matching Contribution Account, a Before-
Tax Matched Account, a Before-Tax Unmatched Account and an After-Tax
Employee Account shall be established for the Participant in each of the
available Investment Funds in which contributions are invested on his
behalf. Contributions and earnings thereon as to which no current, valid
investment direction exists may be invested as the Trustee, in its
discretion, shall deem appropriate; provided, however, that in the event
no trustee has agreed to undertake such investment responsibility, such
contributions and earnings shall be temporarily invested in one or more
of the investment vehicles authorized in the preceding paragraph for
temporary investment of funds, until a valid investment direction is
obtained.
(b) Changes in Current Investment Elections. A Participant may,
by giving prior "Appropriate Notice", change his investment election
with respect to contributions received thereafter. Changes in investment
elections must be expressed as revised whole number percentages of
Contributions, totaling 100%.
(c) Transfers of Accounts. A Participant may, by giving prior
"Appropriate Notice" (as defined in subsection 4.2(a)) elect to transfer
all, or part (specified as a dollar amount or a percentage of the
existing balance) of his Account in any Investment Fund to another
Investment Fund. Such transfer shall be effective as soon thereafter as
practicable (which, with respect to Funds which are valued daily and
accessible by telephone or other electronic investment direction, can be
the same day as directions are transmitted, if received before 4:00 P.M.
local time, or the next business day thereafter).
The Administrator may authorize changes in investment options on
dates other than an Enrollment date as special conditions may warrant.
The Administrator may establish rules and procedures as the circumstances
require to allow such changes in investment options, including a special
valuation of Participant's Accounts.
4.3 ALLOCATION OF INVESTMENT GAINS AND LOSSES. The investment
gains and losses (whether realized or unrealized) for each Investment
Fund (except the Loan Fund) shall be determined by, or at the direction
of, the Plan Administrator as of each Valuation Date, and such investment
gains shall be credited to each Account (to the extent invested in each
such Investment Fund) and such investment losses shall be charged against
each Account (to the extent invested in each such Investment Fund) as of
such Valuation Date in the same proportion that the balance to each such
Account (to the extent invested in such Investment Fund) bears to the
balance of all Accounts (to the extent invested in such Investment Fund).
Each Account balance shall be determined for this purpose based on the
balance actually or tentatively credited to such account as of the
immediately preceding Valuation Date. Investments in the Loan Fund shall
be accounted for under Section 5.3.
ARTICLE V
DISTRIBUTIONS AND WITHDRAWALS
5.1 DISTRIBUTION EVENTS.
(a) Termination of Employment. If a Participant's employment
as an Employee terminates for any reason other than death, his Account
shall be distributed as a result of his termination of employment in
accordance with the rules set forth in Section 5.4.
(b) Death. If a Participant dies while an Employee, his
Account shall be distributed to his Beneficiary in accordance with the
rules set forth in Section 5.4.
5.2 WITHDRAWALS.
(a) Before-Tax Employee Account. Subject to paragraphs (1) and
(2) below, a Participant who is then an Employee may request a "hardship"
withdrawal from the contributed balance of his Before-Tax Matched or
Unmatched Accounts (excluding from the balance available for "hardship"
withdrawal the earnings on such contributions) by properly completing and
delivering an Election Form to the Plan Administrator together with such
additional information to support his request as the Participant or the
Plan Administrator deems necessary or appropriate. Such withdrawal shall
be limited to the amount needed to satisfy the specified hardship or, if
less, the amount of contributions made on behalf of the Participant
pursuant to Sections 3.1(a), (b) and (c) (to the extent not previously
distributed and still in the Participant's Account) and may not include
any net investment return. Hardship distributions under this subsection
shall be made only if the Employee demonstrates to the Plan Administrator
that the distribution is on account of immediate and heavy financial need
and is necessary to satisfy such financial need. The Plan Administrator
will determine that such request is based on a "hardship" within the
meaning of Code Section 401(k) by applying the following standards:
(1) The distribution shall be deemed to be "on account of
immediate and heavy financial need" only if it is on account of:
(A) Medical expenses described in Code Section 213(d)
incurred by the Employee, the Employee's spouse or any dependents of the
Employee (as defined in Code Section 152);
(B) Purchase (excluding mortgage payment or refinancing) of
a principal residence for the Employee;
(C) Payment of tuition and related educational fees for the
next semester, quarter or twelve (12) months of post-secondary education
for the Employee or the Employee's spouse, children or dependents; or
(D) The need to prevent the eviction of the Employee from
his principal residence or the foreclosure on the mortgage of the
Employee's principal residence.
(2) The distribution shall be deemed "necessary to Satisfy" a
financial need described in paragraph (1) above if the following
requirements are satisfied:
(A) The distribution is not in excess of the amount of the
financial need (including any amounts necessary to pay any federal, state
or local income taxes or penalties reasonably anticipated to result from
the distribution);
(B) The Employee has obtained all distributions (other than
hardship distributions) and all non-taxable loans available under all
qualified retirement plans administered by the Plan Sponsor;
(C) The Employee shall not be eligible to make Before-Tax
Contributions to this Plan pursuant to Section 3.1 for twelve (12)
consecutive months following the month of the distribution; provided,
however, that such contributions may recommence following the end of the
twelve-month suspension period (unless the suspension period is extended
in connection with a subsequent hardship withdrawal) if the Employee
files on a timely basis a completed Election Form in accordance with
Section 3.4;
(D) The Employee must suspend contributions to any plan
sponsored by the Plan Sponsor calling for voluntary employee deferrals or
contributions for the suspension period described in Section 5.2(b)(3),
but may recommence such deferrals or contributions after the end of the
suspension period to the extent authorized under the affected plan (if
the plan in question does not allow the Employee to suspend or end
contributions for the necessary period, the Employee will not be eligible
for a withdrawal);
(E) The Employee's Before-Tax Contributions pursuant to
Section 3.1 for the Plan Year following the Plan Year of the distribution
may not exceed the limit on such contributions specified under Section
3.6 for such following Plan Year reduced by the Employee's Before-Tax
Contributions for the Plan Year of the distribution. Such withdrawal
shall be effected as of a Valuation Date which follows the date the Plan
Administrator grants such request as soon as practicable after such date.
Notwithstanding anything in this Section 5.2 to the contrary, no hardship
withdrawal may be made or applied for during any exclusion period. For
purposes of this Section 5.2, an "exclusion period" with respect to a
Participant commences when he first engages in a labor dispute with an
Employer involving a work stoppage (including, without limitation,
strikes and lockouts) and continues until the Participant returns to
work, or makes an unconditional offer to return to work, with an
Employer.
(b) After-Tax Employee Account. Subject to such uniform and
nondiscriminatory rules as the Plan Administrator may establish from time
to time, a Participant may request a withdrawal under this
Section 5.2(b), and such withdrawal may be made from his After-Tax
Employee Account (or from all of one such account and all or a part of
the other such account) by properly completing and delivering to the Plan
Administrator an Election Form (or such other form of request as the
Plan Administrator shall approve for use by all Participants similarly
situated) on or before the Valuation Date as of which the Participant
desires to make such withdrawal, and the requested withdrawal shall be
made as of such date. If such a Participant has an After-Tax Employee
Account, a withdrawal may be made from such account in accordance with
such uniform and nondiscriminatory rules as the Plan Administrator may
establish from time to time. Amounts withdrawn pursuant to this
Section 5.2(b) will be charged to principal or income of the sub-account
in accordance with the provisions of Code Section 72(e)(8).
(c) Eligible Rollover Distribution. Effective January 1, 1993,
the taxable portion of any amount withdrawn in accordance with this
Section 5.2 is an "eligible rollover distribution" as defined in
Section 5.4(d)(2)(D), eligible for direct rollover as set forth in
Section 5.4(d).
(d) Withdrawal of Plan to Plan Transfer Account: A Participant
may withdraw amounts from this Account under the applicable provisions of
Article 5.
5.3 LOANS.
Effective January 1, 1990, any Active Participant or inactive
Participant who is an "interested party" as defined in Section 3(14) of
ERISA may apply for a loan from the Plan in lieu of a Withdrawal. To
obtain a loan, such Participant must submit a written application for
approval on a form and in such manner as may be prescribed by the Plan
Administrators.
Such loan (1) must be at least $1,000, and (2) shall not exceed the
lesser of (i) $50,000, reduced by the excess of the highest outstanding
balance of loans from the Plan during the one-year period ending on the
day before the date the loan is made over the outstanding balance of the
loans from the Plan on the date the loan is made, or (ii) 50% of the
Participant's Vested; Value under the Plan.
In addition to such rules and regulations as the Plan Administrator
may adopt, all loans shall comply with the following terms and
conditions:
(a) The Participant shall execute a promissory note and assign
to the Plan his rights to his Accounts to the extent necessary to pay off
the loan in the event of default.
(b) The term for repaying the loan shall be at least 12 months
but not more than 5 years; provided, however, that a loan used to acquire
any dwelling unit which, within a reasonable time, is to be used
(determined at the time the loan is made) as a principal residence of the
Participant shall provide for periodic repayment over a reasonable period
of time that may not exceed 15 years.
(c) Loan disbursements shall be made from the Participant's
Investment Funds in proportion to his vested balance in the Investment
Funds. A loan shall be considered to be an investment of the
Participant's interest in the Plan which has been directed by the
Participant, and the evidence of debt shall be held as an asset in an
account maintained for the borrowing Participant. Repayments of
principal and interest shall be reinvested in accordance with the
Participant's then-current investment election.
(d) The loan shall bear interest at a reasonable rate as
determined by the Plan Administrator. The Plan Administrator shall not
discriminate among Participants in the matter of interest rates, but
loans granted at different times may have different interest rates if, in
the opinion of the Plan Administrator, the difference in rates is
justified by economic conditions.
(e) The loan shall provide that a Participant shall repay his
loan by payroll deductions that will amortize the loan in level payments
over its term, but shall also provide that a Participant may repay the
remaining balance of the loan in a single lump sum through a withdrawal
from the Plan used in whole or in part for such repayment or through a
cash payment.
If a Participant is absent from work with less than full
compensation, payroll deductions will continue as long as his pay is
sufficient to cover the amounts due under the terms of the loan. If the
Participant's compensation is insufficient to cover the regular payments
due, the Participant shall make arrangements with the Plan Administrator
for repaying principal and interest on a current basis.
(f) A participant who qualifies for a hardship withdrawal under
Section 5.2 may withdraw from the Plan to the extent that such withdrawal
will not result in his loan exceeding the maximum limitations under this
Section, unless the Participant authorizes the Plan Administrator to
apply a sufficient amount of such withdrawal to reduce the loan to the
maximum limitations after such withdrawal.
(g) A Participant shall not be approved for a loan under this
Article until any prior loan has been completely amortized.
(h) A Participant will be deemed to have defaulted on his loan
upon the earlier of:
(i) separation from service due to retirement, death, total
and permanent disability, layoff, or any other reason; or
(ii) failure to make a loan repayment when due.
(i) Upon default, the Plan Administrator may take any action
(including reinstatement of the loan upon receipt of accounts, if any, in
arrears and resumption of timely, regular repayment installments)
permitted by law and consistent with the provisions of the Plan and its
continued qualification to collect the balance due on the loan (or see to
the application of collateral to the payment thereof). No amount shall
be distributed to a Participant in default on an outstanding loan until
the loan is repaid in full. If the amount of any such distribution is
insufficient to repay the loan, the Participant or his Beneficiary shall
be liable for repaying any amount still outstanding;
(j) Nothing in this Section shall preclude the Plan
Administrator from declaring a moratorium on the approval of loans or
from amending this Section subject to applicable regulations issued by
the Internal Revenue Service.
5.4 FORM AND TIMING OF DISTRIBUTIONS.
(a) Election of Benefits. On or before a Participant's retirement,
elected benefit commencement date, or "required beginning date" (as
defined in Section 5.4(b)(2)(D)) he shall notify the Plan Administrator
of his election that benefits due to him upon termination of Employment
be paid or made available in accordance with one or more of the following
methods:
(1) With respect to all Participants: by a lump sum
payment in cash or, with respect to an Account in an Investment Fund,
invested in the common stock of the Plan Sponsor, upon the request of the
Participant, in kind, plus the cash equivalent of the fair market value
of any fractional share of Plan Sponsor common stock; or
(2) With respect only to Participants who will attain at
least age 59 1/2 at the time benefit payments commence: in annual
installments over a period not to exceed ten years, provided such period
does not exceed the greater of the life expectancy of the Participant or
the joint and last survivor life expectancy of the Participant and his
Beneficiary. The amount of each installment will be determined by
dividing the Participant's Vested Value by the number of annual
installments which remain to be made at the time a particular installment
is to be paid.
A Participant may change his election of benefits by filing a new
election in writing at any time prior to his benefit commencement date
(with respect to (1) and (2), above,) or at any time prior to the
purchase of any annuity contract with which payments pursuant to (2),
above, are to be funded. A Participant who has previously elected to
receive benefits under Subsection (2) may subsequently apply in writing
to the Plan Administrator for a lump sum distribution in cash.
(b) Method of Payment. Benefits shall be paid or made available
under the Plan upon the direction of the Plan Administrator as soon as
practicable after termination of Employment occurs and shall be
distributable thereafter at the written request of the Participant (or,
where applicable, his Beneficiary or alternate payee).
(1) Unless the Participant elects otherwise, distribution
of benefits will begin no later than sixty days after the end of the Plan
Year in which the latest of the following events occurs:
(A) The Participant's attainment of age 65;
(B) The tenth anniversary of the year in which the
Participant commenced participation in the Plan; or
(C) The Participant's termination of employment with the
Employer or an Affiliate.
(2) Notwithstanding any other provision of the Plan,
(A) The entire interest of an Employee (i) will be
distributed to such Participant not later than the "required beginning
date" (as defined under subsection (D); or (ii) will be distributed under
Section 5.4(a)(2) beginning not later than the "required beginning date",
in accordance with regulations prescribed by the Secretary of the
Treasury.
(B) If distributions have begun under (A)(ii),
upon the death of an Employee before his entire interest has been
distributed, the remaining portion will be distributed at least as
rapidly as under the method being used under (A)(ii) as of the date of
his death.
(C) If distributions have not begun upon the
death of a Participant, if no election has been made by the Beneficiary
pursuant to Section 5.4(c), the entire interest of the Participant will
be distributed in accordance with Section 5.4(a)(1) at the end of the
calendar year containing the fifth anniversary of the Participant's
death.
(D) For purposes of this Section, the term
"required beginning date" means April 1 of the calendar year following
the calendar year in which the Employee attains age 70 1/2, or such other
date as may be prescribed by applicable law or regulations. Provided
however, in the case of a Participant who is not a 5% owner and who had
attained age 70 1/2 before January 1, 1988, the term "required beginning
date" means April 1 of the calendar year following the calendar year in
which the Participant retires or otherwise terminates Employment.
(c) Proof of Death and Right of Beneficiary. In the event of
the death of a Participant who has begun to receive benefits in annual
installments under the provisions of subsection 5.4(a)(2), his
Beneficiary will receive the undistributed value of his Accounts in
annual installments on the same basis as the Participant had elected.
Alternatively, his Beneficiary may receive the undistributed value of his
Accounts in a lump sum of cash by an election in writing filed with the
Plan Administrator within 90 days of the Participant's death. The
Beneficiary of a deceased Participant other than noted above shall elect
to receive the undistributed value of his Accounts under one of the
methods in Section 5.4(a) by an election in writing filed with the Plan
Administrator within 180 days of the Participant's death, except that the
maximum period in Section 5.4(a)(2) shall be five years. If the
Beneficiary does not elect a distribution within 180 days, the Plan
Administrator will distribute the Account in accordance with
Section 5.4(b)(2)(C).
The Plan Administrator may require and rely upon such proof of death and
such evidence of the right of any Beneficiary to receive benefits of a
deceased Participant as the Plan Administrator may deem proper, and its
determination of death and of the right of such Beneficiary to receive
payments shall be conclusive.
(d) Direct Rollover. Effective January 1, 1993, any "Eligible
Rollover Distribution" under this Article may, at the Participant's
election, and subject to such uniform and nondiscriminatory conditions as
the Plan Administrator may require, be transferred to an "Eligible
Retirement Plan", subject to the provisions of Section 402 of the Code
and the regulations thereunder and as hereinafter provided.
(1) The Plan Administrator shall advise any "Distributee"
entitled to receive an "Eligible Rollover Distribution" no less than
thirty nor more than ninety days before the starting date of any payment
(or at such other time as is permitted by law) of his right to elect a
"Direct Rollover" to an "Eligible Retirement Plan" pursuant to the
provisions of this Section. To elect a Direct Rollover, the Distributee
must request in writing to the Plan Administrator that all or a specified
portion of the Eligible Rollover Distribution be transferred directly to
one or more "Eligible Retirement Plans". If a distribution will be made
on behalf of the Distributee in more than one year, the notice specified
in the first sentence of this Paragraph must be given to the Distributee
in each year in which there is an Eligible Rollover Distribution, and the
Distributee must file a new election with the Plan Administrator if he
wishes to have the Eligible Rollover Distribution transferred directly to
an Eligible Retirement Plan. The Distributee shall not be entitled to
elect a Direct Rollover pursuant to this Section, unless he has obtained
any applicable Spousal Consent that would otherwise be required to obtain
a distribution in the amount of the Eligible Rollover Distribution.
(2) For purposes of this Section, the following definitions
shall apply:
(A) A "Direct Rollover" is a payment by the Plan to
the "Eligible Retirement Plan" specified by the Distributee;
(B) A "Distributee" includes Participants, a
Participant's surviving spouse and a Participant's spouse or former
spouse who is the alternate payee under a qualified domestic relations
order, as defined in Code Section 414(p), but only with regard to the
interest of such individual under the Plan;
(C) An "Eligible Retirement Plan" is a retirement plan
which meets the requirements of Code Section 401(a), an annuity described
in Code Section 403(a), an individual retirement account described in
Code Section 408(a), or an individual retirement annuity (other than an
endowment contract) described in Code Section 408(b), the terms of which
permit the acceptance of a Direct Rollover of the Distributee's Eligible
Rollover Distribution. However, in the case of an Eligible Rollover
Distribution to the surviving spouse of a Participant, an Eligible
Retirement Plan is an individual retirement account or an individual
retirement annuity. The Plan Administrator may establish reasonable
procedures for ascertaining that the Eligible Retirement Plan meets the
preceding requirements.
(D) An "Eligible Rollover Distribution" is any
distribution from this Plan on or after January 1, 1993 of all or any
portion of the balance to the credit of the Distributee, except for
distributions (or portions thereof) which are: (i) part of a series of
substantially equal periodic payments (not less frequently than annually)
made over the life of the Participant (or the joint lives of the
Participant and the Participant's designated beneficiary), the life
expectancy of the Participant (or the joint life and last survivor
expectancy of the Participant and the Participant's designated
beneficiary), for a specified period of ten years or more; (ii) Required
under Code Section 401(a)(9) (relating to the minimum distribution
requirements); or (iii) the portion of any distribution that is not
includable in gross income (determined without regard to the exclusion
for net unrealized appreciation in employer securities described in Code
Section 402(e)(4).
(e) Claims. Subject to the distribution deadlines set forth in
Section 5.4(b) and the procedures set forth in Article XII, no Account
shall become payable unless and until a claim for payment is completed
and filed on an Election Form with the Plan Administrator unless the Plan
Administrator acting in its absolute discretion elects to direct the
distribution of such Account in the absence of such a claim. All claims
shall be processed in accordance with the claims procedure described in
the Summary Plan Description for this Plan. Furthermore, if the
distribution of an Account is called for under this Section 5.4 and the
Plan Administrator is unable to locate the Participant or his Beneficiary
after sending written notice to his last known address and to the United
States Social Security Administration and no claim is filed for such
Account under this Section 5.4(e), the Plan Administrator shall have the
right to presume that the Participant and his Beneficiary are dead and to
treat such Account as a forfeiture applicable to GNP Matching
contributions for the year in which such forfeiture occurs, subject to
reinstatement in the event that the Participant or his Beneficiary
subsequently files a claim for such Account.
ARTICLE VI
FIDUCIARIES
The following parties are Fiduciaries of the Plan:
(a) The Employer;
(b) The Plan Sponsor;
(c) The Trustee; and
(d) Any committee(s) or individual(s) appointed by the Employer
or the Plan Sponsor as Plan Administrator or to whom discretionary
administrative authority or responsibility with respect to the Plan has
been delegated by the Employer or the Plan Sponsor.
ARTICLE VII
PLAN ADMINISTRATION
7.1 ADMINISTRATION BY FIDUCIARIES:
(a) The Plan Administrator shall be the Named Fiduciary.
(b) If a Plan Administrator has not been appointed, or ceases
for any reason to serve, the Employer shall function as the Administrator
until a Plan Administrator (or successor, as appropriate) is appointed.
(c) The responsibilities of each Fiduciary may be specified by
the Employer or the Plan Sponsor and accepted in writing by each
Fiduciary. If no such delegation is made by the Employer or Plan Sponsor,
the Fiduciaries may allocate responsibilities among themselves in writing
and notify the Employer and the Plan Sponsor that they have done so,
specifying in such notification the responsibilities of each Fiduciary.
If the Fiduciaries provide a copy of such notification to the Trustee,
the Trustee shall thereafter (until such time as the Employer, the Plan
Sponsor, or the Fiduciaries deliver to the Trustee a written revocation
of such allocation) accept and be justified in relying upon any documents
executed by the appropriate Fiduciary pursuant to the allocation of
responsibilities disclosed in such notification.
(d) Each Fiduciary shall have only those specific powers,
duties, responsibilities and obligations as are assigned to such
Fiduciary under the Plan, delegated to the Fiduciary by action of the
Employer or the Plan Sponsor, or allocated to the Fiduciary by written
allocation among the Fiduciaries pursuant to Paragraph (c), above.
7.2 RESPONSIBILITIES OF THE PLAN SPONSOR: The Plan Sponsor
shall have the following powers and duties with respect to the Plan;
(a) to appoint the members any committee created to exercise any
responsibility with respect to the Plan;
(b) to terminate the Plan in whole or in part pursuant to the
procedures provided hereunder;
(c) to delegate any of the fiduciary responsibilities under the
Plan to any individual, committee, or entity (including the Employer) it
may designate; provided, however, that any delegation of a fiduciary duty
that has already been assigned by the provisions of the Plan, by previous
action of the Bowater Board, or by written allocation among the
Fiduciaries, shall be effected by delivery in writing to the Fiduciaries
to and from whom such responsibility is being reassigned;
(d) to designate any individual, committee, or entity to whom
fiduciary responsibilities are delegated as an additional Fiduciary or
Named Fiduciary of the Plan; and
(e) to exercise any other powers or responsibilities not
specifically allocated to another fiduciary.
7.3 RESPONSIBILITIES OF THE TRUSTEE: The Trustee shall have the
powers and duties allocated to it in the trust agreement. The Trustee
shall have no other responsibilities with respect to the Plan, except to
the extent such responsibilities are delegated or assigned by the Bowater
Board or its delegate to, and accepted by the Trustee.
7.4 RESPONSIBILITIES OF THE PLAN ADMINISTRATOR: The Plan
Administrator (the "Administrator") shall be responsible for and shall
discharge all duties and obligations imposed on a Plan Administrator by
ERISA and the Code. The Administrator shall prepare, publish, file and
furnish the Plan reporting and disclosure reports, statements, plan
descriptions and benefit rights reports of Participants in the manner and
at the times required by law. The Plan Administrator may employ counsel
and/or consultants to render advice with regard to any responsibility of
the Plan Administrator under the Plan and may employ necessary clerical
help. Any individual or committee designated as the Plan Administrator
shall report to (or as directed by) the Bowater Board in order that the
Plan Administrator's performance of his duties may be periodically
reviewed. In addition, the Plan Administrator shall have the following
powers and duties with respect to the Plan:
(a) To establish and enforce such rules, regulations and
procedures as the Administrator shall deem necessary or proper for the
efficient administration of the Plan;
(b) To interpret the Plan, the Administrator's interpretation
thereof in good faith to be final and conclusive;
(c) To decide all questions concerning the Plan and the
eligibility of any Employee to participate in the Plan;
(d) To compute the amount of benefits which shall be payable to
any Participant, retired Participant or Beneficiary in accordance with
the provisions of the Plan, and to determine the person or persons to
whom such benefits shall be paid;
(e) To advise the Trustee in writing with respect to all
benefits which become payable under the terms of the Plan and to direct
the Trustee to pay such benefits from the Trust Fund;
(f) To submit annually to the Bowater Board or its designee a
report showing in reasonable summary the financial condition of the Plan
and Trust Fund, a summary of the operations of the Plan for the past
year, and any further information which the Bowater Board or its designee
may require;
(g) To maintain all such books of account, records and other
data as shall be necessary for proper administration of and necessary
actuarial valuations for the Plan and to meet the reporting and
disclosure requirements of ERISA;
(h) To appoint any accountant, attorney, consultant or other
professional; and
(i) To appoint Unit Administrators and determine their powers
and to delegate to the Unit Administrators such of the Administrator's
duties as the Administrator may, subject to this Article 7 and the
requirements of ERISA, determine. Any such allocation or delegation
shall be periodically reviewed by the Bowater Board or its designee.
7.5 DELEGATION OF DUTIES: Any committee established by the Plan
Sponsor or at its direction or by its designee may appoint subcommittees
and determine their powers; and the Plan Sponsor and its designees and
their designees may allocate among themselves or may delegate to another
person or persons such of the fiduciary duties as they may in their sole
discretion determine. Any such allocation or delegation shall be
periodically reviewed by the Bowater Board.
The Plan Sponsor, the Administrator and their respective designees,
agents, officers and employees and any committee(s) established by the
Plan Sponsor or at its direction or by its designee, shall be entitled to
rely upon all certificates and reports made by the accountant or
consultant and upon all opinions given by legal counsel; the Plan
Sponsor, the Administrator, and their respective designees, agents,
officers and employees and any committee(s) established by the Plan
Sponsor or at its direction or by its designee, shall be fully protected
in respect to any action taken or suffered by them in good faith and
acting as prudent men would act in like circumstances in reliance upon
such certificate, report or the advice or opinion of such accountant,
consultant or counsel and all action so taken or suffered shall be
conclusive upon each of them and upon all Participants, retired
Participants, surviving Spouses, Beneficiaries and Contingent Annuitants.
7.6 COMMITTEE ACTION: Unless otherwise directed by or at the
direction of the Plan Sponsor, a majority of the members of any
committee(s) established by or at the direction of the Plan Sponsor or by
its designee shall constitute a quorum. Decisions with a quorum present
shall be by majority vote. The action of a majority expressed in writing
without a meeting shall constitute the action of a committee and shall
have the same effect as if assented to by every member.
7.7 INDIVIDUAL INDEMNIFICATION: To the extent permissible under
ERISA, the Plan Sponsor shall indemnify each member of the Plan
Sponsor's/Employer's board of directors, each member of any committee(s)
established by or at the direction of the Plan Sponsor or its designee,
and the Plan Administrator or any of their delegees against costs,
expenses and liabilities, including attorney's fees, incurred in
connection with any action, suit or proceeding instituted against them or
any one of them because of any act of omission or commission performed by
them or any one of them as a director, committee member or Administrator,
or designee or delegee thereof, as the case may be, while acting in good
faith and exercising his judgment for the best interest of the Plan.
Promptly after receipt by an indemnified party under this section of
notice of the commencement of any action, such indemnified party will, if
a claim in respect thereof is to be made against the Plan Sponsor, notify
the Plan Sponsor of the commencement thereof, and the omission so to
notify the Plan Sponsor will relieve it from the liability hereunder, but
not from any other liability which it may have to such person. The Plan
Sponsor shall be entitled to participate at its own expense in the
defense or to assume the defense of any action brought against any party
indemnified hereunder.
In the event the Plan Sponsor elects to assume the defense of any
such suit, such defense shall be conducted by counsel chosen by it and
reasonably satisfactory to the indemnified party, and the indemnified
party shall bear the fees and expenses of any additional counsel retained
by him.
7.8 EXPENSES: Any expenses reasonably incurred by the Plan
Administrator or the member(s) of any committee(s) in the performance of
their duties shall be paid by the Employer. Such reasonable expenses
include the Employer's securing insurance to protect them from personal
liability resulting from their actions taken in a fiduciary capacity with
respect to this Plan. All reasonable expenses incurred in connection
with the administration of the Plan, including (without limitation) the
compensation of the Trustee, administrative expenses, any investment
management charges and proper charges and disbursements of the Trustee
and compensation and other expenses and charges of any counsel,
accountant, specialist or other person who shall be retained by the
Employer in connection with the administration of the Plan shall be paid
from the Trust Fund to the extent not paid by the Employer.
ARTICLE VIII
FUNDING MEDIUM
The funding medium for this Plan shall be a trust established or
designated by the Plan Sponsor, in its sole discretion, for purposes of
receiving, investing and accounting for all contributions to this Plan
and the net investment return to those contributions. The Trust Fund
shall be held, administered, controlled and invested by the Trustee,
subject to the terms of this Plan and the Trust Agreement.
ARTICLE IX
AMENDMENT AND TERMINATION
9.1 AMENDMENT. The Plan Sponsor reserves the right at any time and
from time to time, and retroactively if deemed necessary or appropriate
to conform with governmental regulations or other policies, to modify or
amend in whole or in part any or all of the provisions of the Plan;
provided that no such modification or amendment shall make it possible
for any part of the funds of the Plan to be used for, or diverted to,
purposes other than for the exclusive benefit of Participants or their
Beneficiaries; and provided further, that no such amendment shall
increase the duties of the trustee without its consent thereto in
writing. Except as may be required to conform with governmental
regulations, no such amendment shall adversely affect the rights of any
Participant or beneficiary with respect to contributions made on his
behalf prior to the date of such amendment.
9.2 MERGER, CONSOLIDATION, OR TRANSFER OF ASSETS. The Plan
shall not merge or consolidate with, or transfer its assets or
liabilities to any other plan or entity unless each Participant would, if
the surviving plan or entity then terminated, receive a benefit
immediately after the merger, consolidation, or transfer which is equal
to or greater than the benefit he would have been entitled to receive if
the Plan had terminated immediately before the merger, consolidation or
transfer. Any such merger, consolidation, or transfer shall be
accomplished in accordance with applicable regulations of the Internal
Revenue Service.
9.3 TERMINATION. The Plan is purely voluntary on the part of
the Plan Sponsor and each Employer, and the Plan Sponsor reserves the
right to terminate or completely discontinue contributions under the
Plan, and terminate the Trust Agreement and the trust hereunder. Upon a
complete or partial termination of the Plan, or complete discontinuance
of contributions hereunder, the value of the Account of each Participant
affected by such termination or discontinuance shall be fully vested, and
payment of benefits shall be made to such Participants or their
Beneficiaries either upon such termination or upon the termination of
Employment of the respective Participants, at the discretion of the Plan
Administrator, in the same manner as on termination of Employment under
Section 5.4.
9.4 WITHDRAWAL OF AN EMPLOYER. Subject to the requirements of
ERISA and the Code, any one or more of the Employers may, with the
consent of the Plan Sponsor, terminate its participation in and withdraw
from the Plan by giving six months' advance notice in writing to the Plan
Sponsor of its or their intention to withdraw, unless a shorter notice
shall be agreed to by the Board. Upon such withdrawal, the Plan Sponsor
shall certify to the Trustee the equitable shares of such withdrawing
Employers in the Trust Fund and the Trustee shall thereupon set aside
such securities and/or property to such legal representatives as may be
designated by such withdrawing Employer(s). The withdrawal of an Employer
from the Plan shall not constitute a termination of the Plan as
thereafter in effect for any other Employer that has not withdrawn.
9.5 PROCEDURE: The termination, partial termination or
amendment of this Plan may be effected by the adoption of a resolution by
the Board to that effect, or by the execution of an instrument amending
or terminating the Plan by the Board's designee, to whom such authority
to so act has been given by resolution of the Board. The authorization of
the Board may be general and need not be given in contemplation of or
with reference to specific terms of amendment or termination.
ARTICLE X
MISCELLANEOUS
10.1 CONSTRUCTION. This Plan shall be construed, regulated and
administered in accordance with the laws of the State of South Carolina
to the extent that such laws are not preempted by Federal Law. The Plan
and the Trust shall be construed so as to qualify under sections 401(a),
401(k) and 501(a) of the Code.
10.2 SPENDTHRIFT CLAUSE. Subject to Section 10.10(Qualified
Domestic Relations Orders), no Account, benefit, payment or distribution
under this Plan shall (except to the extent permitted by law) be subject
to the claim of any creditor of a Participant or Beneficiary, or to any
legal process by any creditor of such person, and no Participant or
Beneficiary shall have any right to alienate, commute, anticipate or
assign all or any portion of his Account, benefit, payment or
distribution under this Plan.
10.3 LEGALLY INCOMPETENT. If the Plan Administrator finds that a
person entitled to a benefit is unable to care for his affairs because he
is a minor or because of illness or accident, the Plan Administrator may
direct that any benefits due him, unless claim shall have been made
therefor by a duly appointed legal representative, shall be paid to the
spouse, child, or legal representative of such person, or to a person who
has custody or who has assumed responsibility for the care of such
person. Any payments so made under the direction of the Plan
Administrator shall be a complete discharge of the liabilities of the
Plan therefor.
10.4 BENEFITS SUPPORTED ONLY BY TRUST FUND. Any person having any
claim for any benefit under the Plan shall look solely to the assets of
the trust established in accordance with Article VIII as the funding
medium for this Plan for the satisfaction of such claim. In no event
will the Plan Sponsor, the Plan Administrator, an Employer or the
trustee, or any of their employees, officers, participants of their
boards of directors or agents, be liable in their individual capacities
to any person whomsoever for the payment of benefits under this Plan.
10.5 STATUTORY COMPLIANCE. This Plan and the contributions thereto
are contingent upon and subject to the condition precedent that it (and
its associated trust) be approved and determined to be qualified (both
initially and on a continuing basis) by the Internal Revenue Service as
meeting the requirements of Code Sections 401(a) and 501(a) so as to
permit each Employer to deduct currently for income tax purposes the
amounts of its contributions under the Plan, so that contributions and
income accruals will not be subject to current income taxation and so
that the trust funding this Plan shall be exempt from income taxation.
For purposes of determining the Plan's qualified status, the Plan is to
be deemed to be a profit sharing plan, although it is intended to be, in
operation, a savings plan under Code Section 401(k) and contributions
under the Plan need not be made solely out of accumulated earnings and
profits of Employers. This Plan is also intended to meet the
requirements of ERISA and Other applicable laws. Notwithstanding
anything in this Plan to the contrary, the Employer shall have the right
to amend this Plan at any time and in any respect necessary in its sole
judgment in order to keep it in compliance with the Code, ERISA or such
other applicable law. For purposes of determining the effective date of
Code, ERISA or other law provisions requiring changes in this Plan, the
Employer may, in its discretion, disregard any special effective date
rule pertaining to collectively bargained plans which may otherwise apply
and may implement any such amendment as of the first date that any
requirement would be effective with respect to the Plan if the Plan were
not the subject of collective bargaining.
10.6 DISCRIMINATION. The Plan Administrator shall administer this
Plan in a uniform and consistent manner with respect to all Participants
and Beneficiaries and shall not permit discrimination in favor of its
officers, stockholders or "highly compensated Employees" (as defined in
Code Section 414(q)).
10.7 PAYMENT IN FULL SATISFACTION OF CLAIMS. Any payment to a
Participant or Beneficiary or to his legal representative, child, spouse,
or heirs-at-law, made in accordance with the provisions of this Plan
shall to the extent thereof be in full satisfaction of all claims
hereunder against the Plan Sponsor, the Plan Administrator, the Trustee
and the Employers, any of whom may require such person, his legal
representative, child, spouse, or heirs-at-law, as a condition precedent
to such payment, to execute a receipt and release therefor in such form
as shall be satisfactory to the Plan Sponsor, the Plan Administrator, the
Trustee or any Employer, as the case may be.
10.8 NON-REVERSION. No part of the Trust Fund shall ever be used
for or be diverted to purposes other than for the exclusive benefit of
Participants and Beneficiaries except:
(a) As expressly provided otherwise in this Plan;
(b) A contribution which is made by the Employer by a mistake of
fact upon direction of the Employer shall be refunded by the Trustee to
the Employer within one year after the payment of such contribution; and
(c) A contribution (other than a contribution actually credited
to an After-Tax Employee Account) for which the Internal Revenue Service
denies an income tax deduction to the Plan Sponsor or an Employer shall
be refunded by the Trustee to the Employer within one (1) year after the
denial of such deduction upon the Employer's direction, all such
contributions being made expressly on the condition that such
contributions are deductible in full for federal income tax purposes.
10.9 AGENT FOR SERVICE OF PROCESS. The agent for service of process
for this Plan shall be the person currently listed in the Summary Plan
Description for this Plan as the agent for service of process.
10.10 QUALIFIED DOMESTIC RELATIONS ORDERS. In accordance with
uniform and nondiscriminatory procedures established by the Plan
Administrator from time to time, the Plan Administrator upon the receipt
of a domestic relations order which seeks to require the distribution of
a Participant's Account in whole or in part to an "alternate payee" (as
that term is defined in Code Section 414(p)(8)) shall:
(a) Promptly notify the Participant and such "alternate payee"
of the receipt of such order and of the procedure which the Plan
Administrator will follow to determine whether such order constitutes a
"qualified domestic relations order" within the meaning of Code Section
414(p);
(b) Determine whether such order constitutes a "qualified
domestic relations order", notify the Participant and such "alternate
payee" of the results of that determination and, if the Plan
Administrator determines that such order does constitute a "qualified
domestic relations order";
(c) Transfer such amounts, if any, as the Plan Administrator
determines necessary or appropriate from the Participant's Account to a
special Account for such "alternate payee" which shall be invested in
accordance with the rules provided in Article IV as if the "alternate
payee" were a Participant with respect to the special Account; and
(d) Make such distributions to such "alternate payee" as the
Plan Administrator deems called for under the terms of such order in
accordance with Code Section 414(p).
The determinations and distributions made by, or at the direction of, the
Plan Administrator under this Section 10.10 shall be final and binding on
the Participant and on all other persons interested in such order.
10.11 DEFINED TERMS. Except where otherwise explicitly provided in
this Plan, all terms or phrases used in this Plan shall be defined as
specified in this document, and in no event is it intended that any term
or phrase used in this Plan be defined by reference to any collective
bargaining agreement. It is also not intended that any term or phrase
used in any collective bargaining agreement be defined by reference to
the definition of the same or a similar term or phrase in this document.
ARTICLE XI
TRANSFER OF ASSETS FROM AND ASSUMPTION OF CERTAIN LIABILITIES OF
THE GEORGIA-PACIFIC CORPORATION HOURLY 401(K) PLAN
11.1 ASSET TRANSFER. All assets held by the Trustee of the Georgia-
Pacific Corporation Hourly 401(k) Plan (the "G-P Plan") on the day
preceding the Effective Date in accounts of participants in the G-P Plan
who became Employees on the Effective Date shall be transferred on the
Effective Date or as soon thereafter as feasible to the Trustee to become
a part of the Trust Fund and held in the Accounts of the respective
employees on whose behalf such assets were held pursuant to the terms of
the G-P Plan. Amounts received by the Trustee upon such transfer of
assets shall be invested in the Interest Income Fund. Upon such transfer
the transferred assets shall become assets of this Plan for all purposes
hereunder, effective as of the Effective Date. This Plan shall assume
the liabilities of the G-P Plan to the Employees whose G-P Plan accounts
are transferred to the Trustee with respect to the transferred accounts.
11.2 VESTING. Each former employee of Georgia-Pacific Corporation
on whose behalf one or more accounts under the G-P Plan are transferred
to this Plan shall have a one hundred percent (100%) vested and
nonforfeitable interest in each such transferred Account as of the
Effective Date. For purposes of determining Years of Service for vesting
purposes under the Plan, individuals who became Employees on the
Effective Date and who were Georgia-Pacific Corporation employees on the
immediately preceding day shall be credited with the period(s) of
employment credited toward years of service under the G-P Plan as in
effect on the day preceding the Effective Date.
11.3 ELIGIBILITY TO PARTICIPATE. For purposes of determining Years
of Service with respect to eligibility to participate in the Plan,
individuals who became Employees on the Effective Date and who were
Georgia-Pacific Corporation employees on the immediately preceding day
shall be credited with period(s) of employment which would have been
credited toward eligibility to participate in the G-P Plan (as in effect
on the day preceding the Effective Date), had the individual's employment
with the Employer been continuous employment with Georgia-Pacific
Corporation.
ARTICLE XII
CLAIMS PROCEDURE
12.1 SUBMISSION OF CLAIMS. Claims for benefits under the Plan shall
be submitted in writing to the Plan Administrator for this purpose.
Written notice of the disposition of a claim shall be furnished to the
claimant within 30 days after the application therefor is filed. Such
30-day period may be extended (for an additional 90 days) if the Plan
Administrator determines that such an extension of time is necessary to
process the claim and so advises the claimant in writing within 30 days
after receipt of the claim.
12.2 WRITTEN NOTICE OF DENIED CLAIM. The Plan Administrator shall
provide adequate notice in writing to any person whose claim for benefits
has been denied. Such notice shall set forth the specific reason or
reasons for the denial and shall be written in a manner calculated to be
understood by the recipient. Such notice shall also refer specifically
to pertinent Plan provisions on which the denial is based; shall describe
any additional material or information necessary for the claimant to
perfect the claims; and shall explain why such material or information is
necessary. Such notice shall also explain the Plan's claims review
procedure.
12.3 REVIEW OF DECISION DENYING CLAIM. If a claimant's claim has
been denied in whole or in part, the claimant shall be advised in writing
that he or his duly authorized representative may request a review by a
committee designated by the Board upon written application to the Plan
Administrator. The claimant or his duly authorized representative shall
request such review in writing not more than 90 days after receipt by the
claimant of written notification of denial of a claim. Within 10 days
after, or as part of, a timely request for review, the claimant may
submit issues and comments in writing and may review pertinent documents.
12.4 HEARING. Upon receipt of a timely request for review, the a
committee designated by the Board may hold a hearing, or, in its
discretion, appoint one or more of its members to hear the claimant's
request and inquire into the merits of the matter. Such member(s) shall
meet promptly with the claimant and/or his duly authorized representative
and hear such arguments and/or examine such documents as the claimant or
his representative shall present. The member(s) shall report his
(their) findings to the Plan Administrator orally or in writing.
12.5 WRITTEN DECISION OF COMMITTEE. A decision of the committee
designated by the Board pursuant to Section 12.3 on review of a claim
shall be in writing and shall include specific reasons for the decision,
written in a manner calculated to be understood by the claimant. Such
decision shall include specific references to the pertinent Plan
provisions on which the decision is based. The decision shall be made
promptly and not later than 60 days after a request for review, unless
special circumstances require an extension of time for processing, in
which case the claimant shall be so advised in writing prior to the
expiration of the initial 60-day period and decision shall be rendered as
soon as possible, but not later than 120 days after receipt of a request
for review.
IN WITNESS WHEREOF, Great Northern Paper, Inc. has adopted and
executed this Plan as of this 27th day of December, 1994.
GREAT NORTHERN PAPER,INC.
/S/ Ecton R. Manning
By______________________________________
Vice President
<PAGE>
EXHIBIT A
<TABLE>
Collective Bargaining Agreements
Referenced in Section 1.14
<CAPTION>
Effective
Date of
Location Union Coverage
________ _____ ________
<S> <C> <C>
Millinocket, Maine United Paperworkers January 1,
International Union 1992*
Local 12 - Pulp & Sulfite
Local 24 - Paperworkers
Local 658 - Carpenters & Joiners
Local 69 - Firemen and Oilers
International Association of
Machinists and Aerospace Workers
Local 156
International Association of
Plumbers & Pipefitters
Local 485
Millinocket &
E. Millinocket, Maine International Brotherhood of January 1,
Electrical Workers 1992*
Local 471
Office & Professional Employees
International Union
Local 192
United Plant Guard Workers January 1,
of America 1992
Local 549
E. Millinocket, Maine United Paperworkers International January 1,
Union 1992*
Local 37 - Pulp & Sulfite
Local 152 - Paperworkers
Local 1612 - Carpenters & Joiners
Local 261 - Firemen and Oilers
International Association of
Machinists and Aerospace Workers
Local 362
* The Effective Date of the Plan
</TABLE>
<PAGE>
FIRST
AMENDMENT
TO THE
GREAT NORTHERN PAPER, INC.
HOURLY 401(k) SAVINGS PLAN
(as amended and restated through October 15, 1994)
1. Pursuant to the provisions of Section 9.1 of the Great Northern
Paper, Inc. Hourly 401(k) Savings Plan (the "Plan"), reserving to the
Plan Sponsor the right to amend the Plan, the following new Article,
entitled "ARTICLE 14: EXERCISE OF SHAREHOLDERS'S RIGHTS" is hereby added
to the Plan, following Article 13, effective January 1, 1995:
"ARTICLE XIV
EXERCISE OF SHAREHOLDERS' RIGHTS
14.01 VOTING RIGHTS: Each Participant shall be entitled to direct the
Trustee as to the manner in which the Shares of Company Stock allocated
to his Account are to be voted. The Trustee, through the Plan
Administrator, shall notify Participants of each occasion for the
exercise of voting rights within a reasonable time prior to the date such
rights are to be exercised. The notification shall include all
information that the Company distributes to other shareholders regarding
the exercise of such rights.
Not less than five (5) business days prior to the date on which such
voting rights are to be exercised, each Participant wishing to exercise
such rights shall inform the Trustee, in the form and manner prescribed
by the Plan Administrator, with respect to the manner in which such
voting rights are to be exercised. If a Participant does not direct the
Trustee in whole or in part with respect to the exercise of voting rights
attributable to Shares of Company Stock allocated to his Accounts, the
Trustee shall not exercise such voting rights. To the extent possible,
the Trustee shall vote the combined fractional Shares of Company Stock
allocated to the Account balances of Participants to reflect the
directions of the Participants to whom such fractional Shares of the
Company Stock are allocated.
Neither the Trustee nor the Plan Administrator nor the Committees may
make any recommendation to the Participants regarding the manner of
exercising any voting rights, including whether or not such rights should
be exercised.
14.02 RIGHTS OTHER THAN VOTING RIGHTS: Each Participant shall be
entitled to direct the Trustee, in the form and manner prescribed by the
Plan Administrator, with respect to the exercise of rights, other than
voting rights, attributable to his interest in the Shares of Company
Stock allocated to his Accounts."
IN WITNESS WHEREOF, Bowater Incorporated has caused this amendment
to be executed by its duly authorized officers and its corporate seal to
be affixed hereto on the 31st day of July 1995.
Bowater Incorporated
By /S/ Richard F. Frisch
__________________________________
Its Vice President - Human Resources
Attest:
/s/ Carol D. Hinton
____________________________
Assistant Secretary
<PAGE>
SECOND AMENDMENT
TO
GREAT NORTHERN PAPER, INC.
HOURLY 401(k) SAVINGS PLAN
(Effective January 1, 1992)
(as amended and restated through October 15, 1994)
Effective as hereinafter set forth, the Great Northern Paper, Inc.
Hourly 401(k) Savings Plan (the "Plan") is hereby amended in the
following respects only:
1. Section 1.16 of the Plan is hereby amended, effective October 1,
1995, by adding to the definition of Eligible Employees all hourly paid
Employees of GNP whose terms and conditions of employment are not
governed by a collective bargaining agreement. As so amended,
Section 1.16 reads as follows:
"1.16 ELIGIBLE EMPLOYEE. Eligible Employee means for each Plan
Year (a) each active Employee of an Employer whose terms and conditions
of employment are governed by a collective bargaining agreement with the
Employer which is identified on Exhibit A and provides for participation
in this Plan, and, (b) effective October 1, 1995, each active Employee of
GNP who is paid on an hourly basis, but whose terms and conditions of
employment are not governed by a collective bargaining agreement with the
Employer."
2. Section 3.2(a) of the Plan is hereby amended, effective
August 1, 1995, by striking out the figure $800.00 at the end of the last
sentence thereof and substituting therefor the phrase: "the Applicable
Annual Limit as set forth in Exhibit A, attached hereto." As so amended,
Section 3.2(a) reads as follows:
"3.2 GNP MATCHING CONTRIBUTIONS.
(a) Percentage. Subject to the rules set forth in this Section 3.2
and Section 3.5 (Section 415 Limitations), the Employer shall as of the
last day of each payroll period in each Plan Year make a contribution on
behalf of each Eligible Employee on whose behalf contributions
tentatively or actually were credited as of each such date to his Before-
Tax Matched Account, pursuant to Sections 3.1(a) and (c) which shall
equal fifty percent (50%) of the contributions (taking into account
contributions up to six percent (6%) of such Eligible Employee's
Compensation only) tentatively or actually credited to his Before-Tax
Matched Account as of such date; provided, however, that in no event may
GNP Matching Contributions for any Participant in any Plan Year exceed
the Applicable Annual Limit as set forth in Exhibit A, attached hereto."
3. Effective October 1, 1995, a new Article XIII is added,
following Article XII, which reads as follows:
"ARTICLE XIII
TOP HEAVY PROVISIONS
13.1 OVERRIDING PROVISION: If the Plan is or becomes top-heavy in
any Plan Year beginning after December 31, 1994, the provisions of this
Article shall supersede any conflicting provisions in the Plan.
13.2 DEFINITIONS
(i) DETERMINATION DATE. For any Plan Year subsequent to the first
Plan Year, the last day of the preceding Plan Year.
(ii) EARNINGS. For purposes of this Article 13, the compensation
that is included on an Employee's Form W-2 for the calendar year that
ends with or within the Plan Year plus the amount of any Before- Tax
Contributions made on behalf of the Employee for such calendar year.
(iii) KEY EMPLOYEE. Any Employee or former employee (and the
Beneficiary(ies) of such employee) who, at any time during the
determination period, was a Key Employee, in accordance with
Section 416(i)(1) of the Code and regulations thereunder.
(iv) PERMISSIVE AGGREGATION GROUP. The Required Aggregation Group
of plans plus any other plan or plans of the Employer which, when
considered as a group with the Required Aggregation Group, would continue
to satisfy the requirements of Sections 401(a)(4) and 410 of the Code.
(v) PRESENT VALUE. The value based on the 1983 Group Annuity
Mortality Table, separately for males and females, and an interest rate
of 5% per annum.
(vi) REQUIRED AGGREGATION GROUP. (1) Each qualified plan of the
Employer in which at least one Key Employee participates, and (2) any
other qualified plan of the Employer which enables a plan described in
(1) to meet the requirements of Sections 401(a)(4) and 410 of the Code.
(vii) TOP-HEAVY PLAN. For any Plan Year beginning after December 31,
1994, this Plan is top-heavy if any of the following conditions exist:
(a) If the Top-Heavy Ratio for this Plan exceeds 60 percent
and the Plan is not part of any Required Aggregation Group or Permissive
Aggregation Group of plans;
(b) If this Plan is a part of a Required Aggregation Group of
plans (but not part of a Permissive Aggregation Group) and the Top-Heavy
Ratio for the group of plans exceeds 60 percent; or
(c) If this Plan is a part of a Required Aggregation Group of
plans and part of a Permissive Aggregation Group and the Top-Heavy Ratio
for the group of plans exceeds 60 percent.
(viii) TOP-HEAVY RATIO.
(a) If the Employer maintains one or more defined benefit
plans and has not maintained any defined contribution plans (including
any simplified employee pension plan), which, during the 5-year period
ending on the Determination Date, has or has had account balances, the
Top-Heavy Ratio for this group alone or for the Required or Permissive
Aggregation Group, as applicable, is a fraction. The numerator is the
sum of the Present Values of accrued benefits of all Key Employees as of
the Determination Date, and the denominator is the sum of the Present
values of all accrued benefits, determined in accordance with Section 416
of the Code and the regulations thereunder. Both the numerator and the
denominator include any part of any accrued benefits distributed in the
5-year period ending on the Determination Date.
(b) If the Employer maintains one or more defined benefit
plans and maintains or has maintained one or more defined contribution
plans (including any simplified employee pension plan), which, during the
5-year period ending on the Determination Date, has or has had any
account balances, the Top-Heavy Ratio for any Required or Permissive
Aggregation Group, as applicable, is a fraction. The numerator is the
sum of the Present Values of accrued benefits under the aggregate defined
benefit plan or plans for all Key Employees, determined in accordance
with (a) above, plus the sum of account balances under the aggregate
defined contribution plan or plans of all Key Employees as of the
Determination Date. The denominator is the sum of the Present Values of
all accrued benefits under the aggregate defined benefit plan or plans
for all Participants and the sum of the account balances under the
aggregate defined contribution plan or plans for all Participants, all
determined in accordance with Section 416 of the Code and the regulations
thereunder. Both the numerator and the denominator include any part of
any accrued benefits or account balances distributed in the 5-year period
ending on the Determination Date.
(c) For purposes of (a) and (b) above, the value of account
balances and the Present Value of accrued benefits will be determined as
of the most recent Comprehensive Valuation Date that falls within or ends
with the 12-month period ending on the Determination Date, except as
provided in Section 416 of the Code and the regulations thereunder for
the first and second plan years for a defined benefit plan. The account
balances and accrued benefits will be disregarded for a Participant:
(1) who is not a Key Employee but who was a Key Employee in a prior year,
or (2) who has not received any compensation from any Employer
maintaining the Plan at any time during the 5-year period ending on the
Determination Date. The calculation of the Top-Heavy Ratio, and the
extent to which distributions, rollovers, and transfers are taken into
account will be made in accordance with Section 416 of the Code and the
regulations thereunder. Deductible employee contributions will not be
taken into account for computing the Top-Heavy Ratio. When aggregating
plans, the values of account balances and accrued benefits will be
calculated with reference to the Determination Dates that fall within the
same calendar year.
(ix) VALUATION DATE. The first day of the Plan Year.
13.3 MINIMUM CONTRIBUTION: For any Plan Year in which this Plan is
top-heavy, provided the Top-Heavy Ratio is less than 90%, each Employee
who is eligible to participate under Section 2.1, and who is not eligible
for participation under any defined benefit plan maintained by his
Employer shall have a contribution of 5% of Earnings credited to his
Accounts. Such contribution will be made with respect to any such
Employee irrespective of whether such Employee has performed or will
perform 1,000 Hours of Service (or the equivalent) for such Plan Year or
has made any contributions to this Plan with respect to such Plan Year.
This contribution shall include amounts contributed under Sections 3.1
and 3.2. For any Plan Year in which the Top-Heavy Ratio for this Plan is
90% or more, such minimum contribution shall be 3% of Earnings, and the
125% factor in Section 3.7 shall be reduced to 100%."
4. Exhibit A, appended to and incorporated in the Plan, is hereby
amended, effective August 1, 1995, to read as follows:
"EXHIBIT A
Collective Bargaining Agreements
Referenced in Section 1.16
<TABLE>
Effective
Date of
Location Union Coverage
________ _____ _________
<S> <C> <C>
Millinocket, Maine United Paperworkers January 1,
International Union 1992*
Local 12 - Pulp & Sulfite
Local 24 - Paperworkers
Local 658 - Carpenters & Joiners
Local 69 - Firemen and Oilers
International Association of
Machinists and Aerospace Workers
Local 156
International Association of
Plumbers & Pipefitters
Local 485
Millinocket &
E. Millinocket, Maine International Brotherhood of January 1,
Electrical Workers 1992*
Local 567
Office & Professional Employees
International Union
Local 192
United Plant Guard Workers January 1,
of America 1992*
Local 549
E. Millinocket, Maine United Paperworkers International January 1,
Union 1992*
Local 37 - Pulp & Sulfite
Local 152 - Paperworkers
Local 1612 - Carpenters & Joiners
Local 261 - Firemen and Oilers
International Association of
Machinists and Aerospace Workers
Local 362
Non-union hourly-paid active Employees, at all locations October 1,
1995
* The Effective Date of the Plan
</TABLE>
Applicable Annual Limit
The Annual Limit on GNP Matching Contributions Applicable to the
following groups of Employees in the following Plan Years is as set forth
in the appropriate column opposite the group's collective bargaining unit
(or other designation):
Applicable Annual Limit on GNP Matching Contributions
with respect to Plan Year ending:
<TABLE>
<S> <C> <C> <C>
Union/
Other Designation 12/31/94 12/31/95 12/31/96
UPIU Employees
(Locals 12, 24,
658, 69, 37,
152, 1612 and 261) $ 800.00 $ 900.00 $1,000.00
IAM & AW Employees
(Locals 156 and 362) $ 800.00 $ 900.00 $1,000.00
IAP&P (Local 485) $ 800.00 $ 900.00 $1,000.00
IBEW (Local 567) $ 800.00 $ 900.00 $1,000.00
O&PEIU (Local 192) $ 800.00 $ 800.00 $ 800.00
UPGWA (Local 549) $ 800.00 $ 800.00 $ 800.00
Hourly paid
Non-union Employees
of GNP N/A $ 800.00 $ 800.00"
</TABLE>
4. In all other respects, the Plan is hereby ratified and
confirmed.
Dated at Greenville, South Carolina, this 27th day of October, 1995.
BOWATER INCORPORATED, PLAN SPONSOR
/S/ Richard F. Frisch
By_______________________________________
Richard F. Frisch, its Vice President,
Human Resources
