<PAGE>
As filed with the Securities and Exchange Commission on March 23, 2000
Registration No. 333-_____
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
PACKAGING CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
----------------------
Delaware 36-4277050
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1900 West Field Court, Lake Forest, IL 60045
(Address of Principal Executive Offices) (Zip Code)
PACKAGING CORPORATION OF AMERICA THRIFT PLAN FOR HOURLY EMPLOYEES
PACKAGING CORPORATION OF AMERICA
RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES
PACKAGING CORPORATION OF AMERICA
1999 LONG-TERM EQUITY INCENTIVE PLAN
(Full title of the plan)
Richard B. West
Chief Financial Officer
Packaging Corporation of America
1900 West Field Court
Lake Forest, Illinois 60045
(847) 482-3000
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
James S. Rowe
Julie M. Hood
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED(1)(2)(3) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE(1) PRICE(1) FEE(1)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share 10,200,000 shares $9.6875 $98,812,500.00 $26,086.50
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------
(1) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
aggregate offering price and the amount of the registration fee based upon the
average of the high and low prices reported for the shares on the New York Stock
Exchange on March 20, 2000.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests in the
Packaging Corporation of America Thrift Plan for Hourly Employees and the
Packaging Corporation of America Retirement Savings Plan for Salaried Employees
to be offered or sold pursuant to the terms described thereon.
(3) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement shall be deemed to cover any additional shares of Common Stock which
may be issuable under the plan to reflect stock splits, stock dividends, mergers
and other capital changes.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Part I (plan and
registrant information) will be delivered in accordance with Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not required to be, and are not, filed with the Securities and
Exchange Commission (the "Commission"), either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. These documents, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, which are also
incorporated by reference in the Section 10(a) prospectus, other documents
required to be delivered to eligible participants pursuant to Rule 428(b), or
additional information about the Packaging Corporation of America Thrift Plan
for Hourly Employees, Packaging Corporation of America Retirement Savings Plan
for Salaried Employees, or the Packaging Corporation of America 1999 Long-term
Equity Incentive Plan (the "Plans"), will be available without charge by
contacting the Packaging Corporation of America Human Resources Department,
1900 West Field Court, Lake Forest, Illinois, 60045, telephone number (847)
482-3000.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Packaging Corporation of America (the
"Company") with the Commission are incorporated in this Registration Statement
by reference:
(a) The Company's Prospectus, dated January 27, 2000, filed
pursuant to Rule 424(b) of the Securities Act, which relates to the
Company's Registration Statement on Form S-1 (Registration No.
333-86963).
(b) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
(c) The description of the Company's common stock, par value $.01
per share, included under the caption "Description of Capital Stock" in
the Prospectus forming a part of the Company's Registration Statement on
Form S-1, initially filed with the Commission on September 13, 1999
(Registration No. 333-86963), including exhibits, as amended, and as may
be further amended from time to time, which description has been
incorporated by reference in Item 1 of the Company's Registration
Statement on Form 8-A, filed pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on October 15,
1999.
(d) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal period covered by the
Company's document referred to in (b) above.
(e) All documents subsequently filed by the Company 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 herein
and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES. Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Some of the legal matters in
connection with the issuance of the common stock will be passed upon for the
Company by Kirkland & Ellis, Chicago, Illinois. Some of the partners of Kirkland
& Ellis, through an investment partnership, beneficially own, indirectly through
PCA Holdings LLC, an aggregate of approximately 0.2% of the common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is incorporated under the laws of the State of Delaware.
Article Eight of the Company's Restated Certificate of Incorporation provides,
as authorized by Section 102(b)(7) of the Delaware General Corporation Law (the
"DGCL"), that a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director to the fullest extent permitted by the DGCL.
Article V of the Company's Amended and Restated Bylaws provides, as
permitted by Section 145 of the DGCL, that each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Company or, while a director or officer of the Company, is or was serving
at the request of the Company as a director, officer, employee , fiduciary, or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless
-3-
<PAGE>
by the Company to the fullest extent which it is empowered to do so unless
prohibited from doing so by the DGCL, against all expense, liability and loss
(including attorneys' fees actually and reasonably incurred by such person in
connection with such proceeding) and such indemnification shall inure to the
benefit of his or her heirs, executors and administrators. The Company may, by
action of its Board of Directors, provide indemnification to employees and
agents of the Company with the same scope and effect as the foregoing
indemnification of directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS. An Exhibit Index is located at page 8.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
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<S> <C>
4.1 Second Amended and Restated Certificate of Incorporation of the
Company, incorporated by reference to Exhibit 4.1 of the
Company's Registration Statement on Form S-4 (Registration File
No. 333-79511).
4.2 Certificate of Amendment to Restated Certificate of
Incorporation, incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-1 (Registration File
No. 333-86963).
4.3 Restated Bylaws of the Company, incorporated by reference to
Exhibit 3.3 of the Company's Registration Statement on Form S-1
(Registration File No. 333-86963).
4.4 Form of certificate representing shares of common stock, par
value $.01 per share, incorporated by reference to Exhibit 4.9
of the Company's Registration Statement on Form S-1
(Registration File No. 333-86963).
4.5 Packaging Corporation of America Thrift Plan for Hourly
Employees and First Amendment of Packaging Corporation of
America Thrift Plan for Hourly Employees.
4.6 Packaging Corporation of America Retirement Savings Plan for
Salaried Employees.
4.7 Packaging Corporation of America 1999 Long-Term Equity Incentive
Plan, incorporated by reference to Exhibit 10.18 of the
Company's Registration Statement on Form S-1 (Registration File
No. 333-86963).
5.1 Opinion of Kirkland & Ellis with respect to the legality of the
shares of common stock being registered hereby.
5.2 Undertaking of the Company.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Kirkland & Ellis (included in Exhibit 5.1).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of Registration Statement (or most
recent post-effective amendment thereof) which,
-4-
<PAGE>
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 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; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 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 herein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lake Forest, State of Illinois, on March 23, 2000.
PACKAGING CORPORATION OF AMERICA
By: /s/ RICHARD B. WEST
--------------------------------
Name: Richard B. West
Title: Chief Financial Officer, Vice President
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 23, 2000.
SIGNATURE TITLE
/s/ PAUL T. STECKO Chairman of the Board and Chief Executive
- ---------------------------- Officer (Principal Executive Officer)
Paul T. Stecko
/s/ RICHARD B. WEST Chief Financial Officer, Vice President
- ---------------------------- and Secretary (Principal Financial and
Richard B. West Accounting Officer)
/s/ SAMUEL M. MENCOFF Director
- ----------------------------
Samuel M. Mencoff
/s/ JUSTIN S. HUSCHER Director
- ----------------------------
Justin S. Huscher
/s/ THOMAS S. SOULELES Director
- ----------------------------
Thomas S. Souleles
/s/ HENRY F. FRIGON Director
- ----------------------------
Henry F. Frigon
/s/ RAYFORD K. WILLIAMSON Director
- ----------------------------
Rayford K. Williamson
Pursuant to the requirements of the Securities Act, the administrator of the
Plans has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Lake Forest, State of
Illinois, on March 23, 2000.
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
By: /s/ SCOTT D. SELBE
------------------------------
Name: Scott D. Selbe
Title: Plan Administrator
PACKAGING CORPORATION OF AMERICA
RETIREMENT SAVINGS PLAN FOR
HOURLY EMPLOYEES
By: /s/ SCOTT D. SELBE
------------------------------
Name: Scott D. Selbe
Title: Plan Administrator
<PAGE>
PACKAGING CORPORATION OF AMERICA
1999 LONG-TERM EQUITY INCENTIVE PLAN
By: /s/ ANDREA L. DAVEY
----------------------------------
Name: Andrea L. Davey
Title: Vice President Human Resources
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1 Second Amended and Restated Certificate of Incorporation of the
Company, incorporated by reference to Exhibit 4.1 of the
Company's Registration Statement on Form S-4 (Registration File
No. 333-86963).
4.2 Certificate of Amendment to Restated Certificate of
Incorporation, incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-1 (Registration File
No. 333-86963).
4.3 Restated Bylaws of the Company, incorporated by reference to
Exhibit 3.3 of the Company's Registration Statement on Form S-1
(Registration File No. 333-86963).
4.4 Form of certificate representing shares of common stock, par
value $.01 per share, incorporated by reference to Exhibit 4.9
of the Company's Registration Statement on Form S-1
(Registration File No. 333-86963).
4.5 Packaging Corporation of America Thrift Plan for Hourly
Employees and First Amendment of Packaging Corporation of
America Thrift Plan for Hourly Employees.
4.6 Packaging Corporation of America Retirement Savings Plan for
Salaried Employees.
4.7 Packaging Corporation of America 1999 Long-Term Equity Incentive
Plan, incorporated by reference to Exhibit 10.18 of the
Company's Registration Statement on Form S-1 (Registration File
No. 333-86963).
5.1 Opinion of Kirkland & Ellis with respect to the legality of the
shares of common stock being registered hereby.
5.2 Undertaking of the Company.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Kirkland & Ellis (included in Exhibit 5.1).
</TABLE>
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<PAGE>
EXHIBIT 4.5
PACKAGING CORPORATION OF AMERICA THRIFT PLAN
FOR HOURLY EMPLOYEES
EFFECTIVE FEBRUARY 1, 2000
<PAGE>
PACKAGING CORPORATION OF AMERICA THRIFT PLAN
FOR HOURLY EMPLOYEES
EFFECTIVE February 1, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
ARTICLE I - DEFINITIONS......................................................................1
ARTICLE II - PARTICIPATION...................................................................9
2.1 Enrollment in Plan. ......................................................9
2.2 Reenrollment...............................................................9
2.3 Transfer to a Related Entity or Change in Employment Status...............10
ARTICLE III - SALARY DEFERRAL CONTRIBUTIONS.................................................11
3.1 Authorization of Contributions............................................11
3.2 Maximum Amount of Salary Deferral Contributions...........................11
3.3 Variation, Discontinuance and Resumption of Contributions.................12
3.4 Limitation on Salary Deferral Contributions...............................12
3.5 Definitions...............................................................13
3.6 Rollover Contributions....................................................14
ARTICLE IV - Company Contributions..........................................................15
4.1 Matching Company Contributions............................................15
4.2 Limitation on Matching Company Contributions..............................15
4.3 Two or More Plans.........................................................16
4.4 Multiple Use of Alternative Limitation....................................16
4.5 Limitation on Contributions and Benefits..................................17
4.6. Top-Heavy Requirements....................................................18
ARTICLE V - VESTING AND SETTLEMENT OF ACCOUNTS..............................................19
5.1 Vesting...................................................................19
5.2 Payment of Accounts.......................................................19
5.3 Commencement of Benefits..................................................20
5.4 Payment upon Death of Participant.........................................21
5.5 Reemployment..............................................................21
5.6 Missing Participants......................................................22
ARTICLE VI - WITHDRAWALS AND LOANS..........................................................24
6.1 In-Service Withdrawals....................................................24
6.2 Loans.....................................................................24
6.3 Asset Values..............................................................25
6.4 Termination Prior to Distribution.........................................25
6.5 Withdrawals by Alternate Payees...........................................25
</TABLE>
i
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<TABLE>
<CAPTION>
<S> <C>
6.6 Hardship Withdrawals......................................................25
ARTICLE VII - ADMINISTRATION................................................................28
7.1 Named Fiduciary...........................................................28
7.2 Benefits Administration Committee.........................................28
7.3 Powers. .................................................................29
7.4 Duties. .................................................................30
ARTICLE VIII - INVESTMENT OF TRUST FUNDS....................................................32
8.1 Investment Committee......................................................32
8.2 Powers and duties.........................................................32
8.3 Designation of Investment Options by Participants.........................33
8.4 Rules Governing Investments. ............................................33
8.5 Delegation................................................................36
8.6 Standard of Care..........................................................36
8.7 Compensation..............................................................37
8.8 Notification..............................................................37
ARTICLE IX - FUNDING........................................................................38
9.1 Employer Contribution Irrevocable.........................................38
9.2 Exceptions to Irrevocability..............................................38
ARTICLE X - EXPENSES OF THE PLAN............................................................39
10.1 Administrative Expenses...................................................39
10.2 Other Expenses. .........................................................39
ARTICLE XI - TRUSTEE........................................................................40
11.1 Appointment...............................................................40
11.2 Powers and Duties.........................................................40
11.3 Successor Trustee.........................................................40
11.4 Use of Trust Funds........................................................40
11.5 Incorporation of Trust Agreement..........................................41
ARTICLE XII - AMENDMENT AND TERMINATION OF PLAN AND MERGER..................................42
12.1 Amendment of Plan.........................................................42
12.2 Termination of Plan.......................................................42
12.3 Merger of Plan and Transfer of Assets.....................................43
ARTICLE XIII - MISCELLANEOUS................................................................44
13.1 Rights Not Assignable.....................................................44
13.2 Plan Not a Contract of Employment.........................................44
13.3 Agent for Service of Process..............................................44
13.4 Controlling Law...........................................................45
13.5 Facility of Payment.......................................................45
13.6 Eligible Rollover Distribution............................................45
</TABLE>
ii
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<TABLE>
<CAPTION>
<S> <C>
13.7 Qualified Military Service................................................46
13.8 Loan Repayments During Military Service...................................46
ARTICLE XIV - RELATED ENTITIES..............................................................47
14.1 Adoption of Plan..........................................................47
14.2 Withdrawal from Plan......................................................47
ARTICLE XV - CLAIMS FOR BENEFITS............................................................49
15.1 Claims for Benefits. ....................................................49
15.2 Denial of Claim. ........................................................49
15.3 Procedure for Review of Denied Claims.....................................50
Exhibit A...................................................................................52
</TABLE>
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<PAGE>
The Packaging Corporation of America Thrift Plan For Hourly Employees is hereby
adopted effective February 1, 2000, except as otherwise expressly provided, to
read as follows:
ARTICLE I
DEFINITIONS
Words and phrases are defined in this Article I for purposes of the
Trust Agreement as well as the Plan.
1.1 "Accounts" means the separate bookkeeping accounts
maintained for each Participant as part of the Trust Fund, to which are credited
all Plan Contributions and any income, gains, expenses and losses accruing with
respect thereto. The following Accounts, as appropriate, shall be maintained for
each Participant:
(a) a "Salary Deferral Contributions Account";
(b) a "Matching Company Contributions Account";
(c) a "Rollover Contributions Account"; and
(d) a "Loan Account".
The Plan Administrator may, in his discretion, establish additional Accounts or
subaccounts as he deems appropriate.
1.2 "Account Balance" means the aggregate fair market value of
the assets held for the account of a Participant.
1.3 "Beneficiary" means any person validly designated in
accordance with procedures established under the Plan by a Participant to
receive payments under the Plan due after the Participant's death. To be
effective, a designation must be in writing and in such form as has been
approved by the Plan Administrator, signed by the Participant, and filed with
the
<PAGE>
Plan Administrator. If the Participant is married at the time of death and the
designated beneficiary is a person other than the Participant's spouse, such
designation shall not be effective unless the spouse specifically consents to
such beneficiary in writing which acknowledges the effect of the consent and
which is witnessed by a notary public or Plan representative designated for such
purpose by the Plan Administrator. Any change in such non-spouse beneficiary
shall require another such consent by the spouse. If the designated Beneficiary
predeceases the Participant, or if no Beneficiary is designated, payments under
the Plan after the date of the Participant's death shall be paid to the
Participant's spouse, if one is living at the date of the Participant's death,
and, if not, to the Participant's estate.
1.4 A "Break in Service" shall occur when an Employee whose
employment with the Employer has terminated has a Period of Severance of at
least twelve consecutive months.
1.5 "Code" means the Internal Revenue Code of 1986, as
amended.
1.6 "Company" means Packaging Corporation of America and its
successors, bu merger, consolidation or sale of assets.
1.7 "Compensation" means the regular base compensation (or
temporary part-time compensation), including Salary Deferral Contributions
under the Plan and any compensation reductions agreed to by the Participant
pursuant to any cafeteria plan, as described by Section 125 of the Code, plus
shift differentials, overtime and incentive pay, paid to a Participant for
services rendered as an Employee under rules uniformly applied by the
Employer to all Participants in similar circumstances. The specific items of
compensation that are
2
<PAGE>
included or excluded, as applicable, from Compensation are reflected in the
Earnings Code chart attached as Exhibit B. The Plan Administrator may modify or
revise the Earnings Code chart in a manner consistent with the above definition
of Compensation without the approval of the Board of Directors of the Company.
Notwithstanding any other provision of the Plan, "Compensation" shall not
include compensation greater than $150,000 per year, adjusted as provided by the
Code. Notwithstanding the foregoing, and as specified in a Special Appendix,
Compensation for purposes of Salary Deferral Contributions and Matching Company
Contributions means the regular base compensation (or temporary part-time
compensation) including Salary Deferral Contributions under the Plan and any
compensation reductions agreed to by the Participant pursuant to any cafeteria
plan, as described by Section 125 of the Code, plus vacation pay, bereavement
pay, sick pay, shift differentials, overtime, commission and cash incentive pay,
paid to a Participant for services rendered as an Employee under rules issued by
the Plan Administrator.
1.8 "Covered Employee" means an Employee who is a member of a
Covered Group.
1.9 "Covered Group" means a group of Employees described from
time to time in a Special Appendix to this Plan.
1.10 "Effective Date" means February 1, 2000 except as may
otherwise be provided in a Special Appendix.
1.11 "Employee" means any employee who is classified by his or
her Employer as an "hourly" employee and whose hours of work, salary or wage,
and other working conditions
3
<PAGE>
are not governed by the provisions of a collective bargaining agreement unless
the agreement expressly provides for participation in the Plan. Notwithstanding
any provision of the Plan to the contrary, the term Employee shall not include
for any purpose of the Plan any independent contractor or leased employee who
performs services for the Company or an Affiliate or any other individual
performing services who is not classified as an "employee" by the Company. To
the extent required by Code Section 414(n), a "leased employee" shall be treated
as an Employee but shall not be eligible to participate in the Plan. To the
extent required by Code Section 414(o), individuals who are not otherwise
Employees shall be treated as Employees but shall not be eligible to participate
in this Plan.
1.12 "Employer" means the Company and such other Related
Entities as shall, with the consent of the Company, adopt this Plan. The
Employers are those entities listed in Exhibit A hereto.
1.13 "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended from time to time.
1.14 "Hour of Service" means each hour for which an Employee
is paid or entitled to payment by the Company or a Related Entity for the
performance of duties for such Employer.
1.15 "Matching Company Contributions" means the Employer's
contributions as provided in Section 4.1.
4
<PAGE>
1.16 "Participant" means any person who has been enrolled in
the Plan and whose Account Balance has not been distributed. Participant shall
also include any former Employee who was actively employed by the Company as of
April 12, 1999 and who was a Participant in the Tenneco Thrift Plan as of the
Effective Date.
1.17 "Period of Severance" means a period that begins on a
Severance from Service Date and ends on the first date thereafter on which an
Employee performs an Hour of Service.
1.18 "Plan" means the Packaging Corporation of America Thrift
Plan For Hourly Employees, as in effect from time to time.
1.19 "Plan Administrator" shall mean the Benefits
Administration Committee or any person or persons designated by the Benefits
Administration Committee to act as Plan Administrator in accordance with Section
7.2(c).
1.20 "Plan Year" means a calendar year, provided that there
will be a short initial Plan Year beginning on the Effective Date and ending on
December 31, 2000.
1.21 "Related Entity" means (i) any business entity which is a
member of a "controlled group of corporations" or a group of "trades or
businesses under common control" of which the Company is a member, within the
meaning of Sections 414(b) or 414(c) of the Code, or (ii) any corporation,
company, partnership, joint venture or other business which has been designated
as a "Related Entity" by the Plan Administrator, but only to the extent so
designated.
5
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1.22 "Salary Deferral Contributions" means the contributions
made to the Trust pursuant to a salary deferral authorization of the
Participant, as provided in Section 3.1.
1.23 "Severance from Service Date" means the earlier of:
(a) the date on which an Employee quits, retires, is
determined to be Totally Disabled pursuant to Section
1.25, is discharged, dies or otherwise ceases to be
an Employee; or
(b) the first anniversary of the last date on which the
Employee had an Hour of Service, unless the Employee
has an approved period of absence. An Employee has an
approved period of absence only if such absence was
authorized by the Employer and the Employee returns
to active service within the authorized time.
Notwithstanding the foregoing, in the case of an absence from work, for
maternity or paternity reasons, the Severance from Service Date means the first
anniversary of such absence. For purposes of this paragraph, an absence from
work for maternity or paternity reasons means an absence --
(1) by reason of the pregnancy of the individual,
(2) by reason of the birth of the child of the
individual,
(3) by reason of the placement of the child with the
individual in connection with the adoption of such
child by such individual, or
(4) for purposes of caring for such child for a period
beginning immediately following such birth or
placement;
provided, that the individual furnishes to the Plan Administrator such timely
information as it may reasonably require to establish that the absence is for
the reasons referred to above, and the duration of such absence.
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1.24 "Special Appendix" means a special appendix to the Plan.
The terms of any Special Appendix shall govern with respect to the Employees
covered thereby notwithstanding any other provision of the Plan.
1.25 "Total Disability" means any medically determinable
physical or mental impairment which (i) throughout the 12 consecutive month
period ending on the date the Participant ceased to be actively at work,
prevented the Participant from engaging in his or her regular employment, and
(ii) is expected to continue to prevent the Participant from engaging in his or
her regular employment indefinitely. The determination of whether or not the
requirements for "Total Disability" have been satisfied shall be made by the
Plan Administrator from the Participant's medical records and other relevant
evidence. The Plan Administrator may require a Participant to be examined by a
physician or physicians designated by the Plan Administrator.
1.26 "Trust" or "Trust Fund" or "Fund" mean the fund held
under the Trust Agreement or Trust Agreements.
1.27 "Trust Agreement" means the Packaging Corporation of
America Thrift Plan for Hourly Employees Trust Agreement.
1.28 "Trustee" means any Trustee appointed by the Board of
Directors of the Company.
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1.29 "Vest" or "Vested" means the nonforfeitable right of a
Participant to receive some portion or all of his or her Account Balance
attributable to Matching Company Contributions in accordance with the terms of
the Plan.
1.30 "Year of Service" means a twelve month period of service,
computed in accordance with Treasury Regulations Section 1.410(a)-7. All Years
of Service and partial Years of Service shall be counted to determine an
Employee's eligibility for enrollment in the Plan and to determine whether
the Participant is Vested, except for the following:
(a) An Employee who is rehired prior to incurring a Break
In Service shall receive credit for Years of Service
prior to and including the Period of Severance.
(b) An Employee who is rehired after incurring a Break In
Service where the Period of Severance extends for
less than 60 consecutive months shall receive credit
for Years of Service prior to the Break In Service
but shall not receive credit for Years of Service
during the Period of Severance.
(c) A non-Vested Employee who is rehired after incurring
a Break In Service where the Period of Severance
extends longer than 60 consecutive months shall not
receive credit for Years of Service prior to the
Break In Service or during the Period of Severance.
Wherever appropriate, words used in this document in the singular shall denote
the plural, or the plural shall denote the singular, the masculine shall denote
the feminine, and the feminine shall denote the masculine.
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<PAGE>
ARTICLE II
PARTICIPATION
2.1 ENROLLMENT IN PLAN. Any Participant who was enrolled in
the Tenneco Thrift Plan for Hourly Employees as of April 12, 1999 and who
continues to be an Employee of an Employer as of the Effective Date shall
automatically be enrolled in the Plan, except as otherwise provided hereunder.
Unless otherwise provided in an applicable Special Appendix, every other
Employee of an Employer shall be enrolled in the Plan on the first day of the
calendar month after:
(a) the first anniversary of his or her date of
employment;
(b) he or she has made written application in a manner
acceptable to the Plan Administrator; and
(c) he or she has properly authorized the Employer to
make Salary Deferral Contributions on his or her
behalf.
Notwithstanding the foregoing, an Employee of an Employer will not be enrolled
in the Plan on the date the Employee would otherwise be enrolled if he or she
has ceased to be an Employee prior to such date or if he or she is on an
approved leave of absence on such date. However, such Employee will be enrolled
in the Plan on the first day of the calendar month which coincides with or
immediately follows the date he or she returns to active service as an Employee
of an Employer, provided he or she has met the requirements of (a), (b) and (c)
above.
2.2 REENROLLMENT. Any former Participant who is reemployed
after a termination of employment with the Employers shall be reenrolled in the
Plan on the first day of the calendar month after he or she has again become an
Employee of an Employer and has met the requirements of items (b) and (c) of
Section 2.1 above.
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2.3 TRANSFER TO A RELATED ENTITY OR CHANGE IN EMPLOYMENT
STATUS. If a Participant ceases to be an Employee of an Employer, but remains in
the employ of an Employer, no contributions may be made until such person again
becomes an Employee of an Employer and authorizes Salary Deferral Contributions.
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ARTICLE III
SALARY DEFERRAL CONTRIBUTIONS
3.1 AUTHORIZATION OF CONTRIBUTIONS. An Employee of an Employer
who is eligible to enroll in the Plan may authorize his or her Employer, in such
manner as the Plan Administrator shall prescribe, to contribute to the Trust
Salary Deferral Contributions in an amount equal to not less than 1 percent nor
greater than 8 percent of Compensation (or such percentage of Compensation
greater than 8 percent as may be specified in a Special Appendix applicable to
such Employee or, from time to time, by the Plan Administrator); provided, that
the percentage rate for determining such contributions shall be a whole number.
Salary Deferral Contributions will be made by his or her Employer beginning with
the pay period coinciding with or next following the effective date of such
authorization.
3.2 MAXIMUM AMOUNT OF SALARY DEFERRAL CONTRIBUTIONS. The
accumulated Salary Deferral Contributions made with respect to any Participant
during any calendar year may not exceed $10,000 (subject to any adjustment made
in accordance with Section 402(g)(5) of the Code). In the event such limit is
exceeded for a calendar year, the portion of the Participant's Account Balance
attributable to the excess Salary Deferral Contributions shall be distributed to
the Participant as soon as administratively feasible, but not later than April
15 of the succeeding calendar year.
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3.3 VARIATION, DISCONTINUANCE AND RESUMPTION OF CONTRIBUTIONS.
A Participant may discontinue or change the percentage of his or her Salary
Deferral Contributions at any time by giving notice to the Plan Administrator in
such manner as the Plan Administrator shall prescribe. Such Participant may
resume Salary Deferral Contributions at any time, to take effect as soon as
administratively feasible after providing notification to the Plan Administrator
in such form as the Plan Administrator shall prescribe.
3.4 LIMITATION ON SALARY DEFERRAL CONTRIBUTIONS. In no event
shall the Actual Deferral Percentage for any Plan Year of the Highly Compensated
Employees eligible to make Salary Deferral Contributions exceed the greater of:
(a) The Actual Deferral Percentage of all other Employees
eligible to make Salary Deferral Contributions for
the immediately preceding Plan Year multiplied by
1.25; or
(b) The Actual Deferral Percentage of all other Employees
eligible to make Salary Deferral Contributions for
the immediately preceding Plan Year multiplied by
2.0, provided that the Actual Deferral Percentage of
such Highly Compensated Employees does not exceed the
Actual Deferral Percentage for all other Employees
eligible to make Salary Deferral Contributions by
more than 2 percentage points.
In the event that neither of the above tests will otherwise be satisfied with
respect to a Plan year, the Salary Deferral Contributions made by the Highly
Compensated Employees will be reduced (in the order of their contribution
amounts beginning with the largest amount) until one of the tests set forth
above is satisfied. In determining the amount of excess contributions to be
distributed to an affected Highly Compensated Employee, such amount shall be
reduced by any excess contributions previously distributed to such affected
Highly Compensated Employee for his taxable year ending with or within such Plan
Year. Matching Company Contributions
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<PAGE>
(together with Income) which relate to such excess contributions shall be
forfeited. The Plan Administrator shall distribute as soon as administratively
feasible any Salary Deferral Contributions made for the Plan Year by the Highly
Compensated Employees which are in excess of the reduced maximum percentage.
3.5 DEFINITIONS. For purposes of this Article III and Article
IV, the following definitions shall apply:
(a) "Actual Deferral Percentage" means for an Employee or
a group of Employees for any Plan Year the ratio or
the average of the ratios calculated separately for
each Employee of the amount of his or her Salary
Deferral Contributions to the amount of his or her
Compensation with respect to which Salary Deferral
Contributions could be made for the Plan Year.
(b) "Actual Contribution Percentage" means for an
Employee or a group of Employees for any Plan Year
the ratio or the average of the ratios calculated
separately for each Employee of the amount of his or
her Matching Company Contributions to the amount of
his or her Compensation with respect to which
Matching Company Contributions could be made for the
Plan Year.
(c) "Highly Compensated Employee" means, with respect to
any Plan Year, an Employee who a) during the current
year or the preceding year is a five percent owner
or; b) for the preceding year received compensation
(within the meaning of Section 415 of the Code) in
excess of $80,000 (as adjusted pursuant to Treasury
Regulations) and was in the top-paid 20% of
Employees. The group of top-paid Employees shall be
determined without regard to Employees described in
Section 414(q)(5) of the Code. Employees who are
non-resident aliens and who receive no earned income
(within the meaning of Code Section 911(d)(2)) from
the Employer or an Affiliated Employer which
constitutes income from sources within the United
States shall not be treated as Employees for the
purpose of this Subsection. A former Employee shall
be treated as a Highly Compensated Employee if he was
a Highly Compensated Employee when he separated from
service or he was a Highly Compensated Employee at
any time after attaining age 55.
(d) The term "Compensation" means compensation as defined
in Section 414(s) of the Code.
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<PAGE>
3.6 ROLLOVER CONTRIBUTIONS. An Employee for whom rollover
provisions have been made available under a Special Appendix to the Plan may
roll over (or a fiduciary or custodian holding an Employee's interest may
transfer) to the Fund any balances to the Employee's credit in another plan (or
individual retirement arrangement) qualified under the Code, provided such
rollover is permitted tax-free to the Employee (as provided in Code Section
402(c). Such a transfer shall be made by depositing the amount to be transferred
with the Plan Administrator together with evidence sufficient to satisfy the
Plan Administrator that such amount can be rolled over or transferred on a
tax-free basis. Amounts transferred to the Fund pursuant to this Section shall
be recorded and maintained in separate accounts.
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<PAGE>
ARTICLE IV
COMPANY CONTRIBUTIONS
4.1 MATCHING COMPANY CONTRIBUTIONS. Unless otherwise provided
in an applicable Special Appendix, each Employer shall make a Matching Company
Contribution for the Participants in its employ in an amount equal to 50% of the
Salary Deferral Contributions made by the Participant. Such Matching Company
Contributions shall be made on the first 4% of the Participant's Salary Deferral
Contributions, and shall not exceed 2% of the Participant's Compensation.
Company Matching Contributions shall be made in either cash or Packaging
Corporation of America common stock, at the discretion of the Company.
4.2 LIMITATION ON MATCHING COMPANY CONTRIBUTIONS. In no event
shall the Actual Contribution Percentage for any Plan Year of the Highly
Compensated Employees eligible to receive Matching Company Contributions exceed
the greater of:
(a) The Actual Contribution Percentage of all other
Employees eligible to receive Matching Company
Contributions for the immediately preceding Plan Year
multiplied by 1.25; or
(b) The Actual Contribution Percentage of all other
Employees eligible to receive Matching Company
Contributions for the immediately preceding Plan Year
multiplied by 2.0, provided that the Actual
Contribution Percentage of such Highly Compensated
Employees does not exceed the Actual Contribution
Percentage for all other Employees eligible to
receive Matching Company Contributions by more than 2
percentage points.
In the event that neither of the above tests will otherwise be satisfied with
respect to a Plan Year, or in the event of the further limitation described in
Section 4.5, the Plan Administrator shall, no later than 30 days after the end
of the Plan Year, reduce the maximum percentage of Matching Company
Contributions made to the Highly Compensated Employees (in the order of their
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<PAGE>
contribution amounts beginning with the largest amount) until one of the tests
set forth above is satisfied.
4.3 TWO OR MORE PLANS. For purposes of Article III and this
Article IV and Code Sections 401(a)(4), 410(b) and 401(m), if two or more plans
of the Employer to which Salary Deferral Contributions, Matching Company
Contributions, or both, are made are treated as one plan for purposes of Code
Sections 401(a)(4) or 410(b) (other than average benefits test under Code
Section 410(b)(2)(A)(ii)), such plans shall be treated as one plan. In addition,
two or more plans of the Employer to which Salary Deferral Contributions,
Matching Company Contributions, or both are made may be considered as a single
plan for purposes of determining whether or not such plans satisfy Code Sections
401(a)(4), 410(b) and 401(m) as though such aggregated plans were a single plan.
Plans may be aggregated under this subparagraph only if they have the same plan
year. If a Highly Compensated Employee is a Participant under two or more plans
(other than an employee stock ownership plan as defined in Code Sections
4975(e)(7) or 409) which are maintained by the Employer or a Related Employer to
which Salary Deferral Contributions, Matching Company Contributions, or both,
are made, all such contributions on behalf of such Highly Compensated Employee
shall be aggregated for purposes of determining such Highly Compensated
Employee's actual contribution ratio. However, if the plans have different plan
years, this paragraph shall be applied by treating all plans ending with or
within the same calendar year as a single plan.
4.4 MULTIPLE USE OF ALTERNATIVE LIMITATION. For each Plan Year
the multiple use of the alternative limitations described in this Section 4.5
shall be prohibited. Multiple use occurs if the sum of the Actual Deferral
Percentage and the Actual Contribution Percentage
16
<PAGE>
exceeds the aggregate limit. The aggregate limit is the sum of: (A) 125 percent
of the greater of (1) the Actual Deferral Percentage of all other Employees
eligible under the Plan, or (2) the Actual Contribution Percentage of all other
Employees eligible under the Plan; and (B) two plus the lesser of (1) or (2)
above, not to exceed 200 percent of the lesser of (1) or (2) above; or, to the
extent allowed by law or regulations, the following amount, if greater: the sum
of (A) 125 percent of the lesser of (1) the Actual Deferral Percentage of all
other Employees eligible under the Plan, or (2) the Actual Contribution
Percentage of all other Employees eligible under the plan; and (B) two plus the
greater of (1) or (2) immediately above, not to exceed 200 percent of the
greater of (1) or (2) immediately above. The occurrence of Multiple Use of the
Alternative Limitation shall be corrected by reducing the maximum percentage of
Matching Company Contributions that can be contributed for the Plan Year by the
Highly Compensated Employees to the extent necessary to satisfy the restriction
against Multiple Use of the Alternative Limitation.
4.5 LIMITATION ON CONTRIBUTIONS AND BENEFITS. Notwithstanding
any other provision of this Plan, the annual addition for a Participant under
this Plan for any year shall not exceed the limitations contained in Section 415
of the Code and the regulations thereunder. The Plan Administrator shall be
authorized to reduce any contribution or allocation under this Plan or under any
other Defined Contribution Plan, which permits such reduction, to the extent the
Plan Administrator determines to be necessary to avoid exceeding the limitations
contained in Section 415 of the Code and the regulations thereunder, after
having reduced any benefit under all Defined Benefit Plans to the extent
permissible. Said limitations shall be applied, administered and interpreted
solely for the purpose of satisfying the requirements set forth in Section 415
of
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<PAGE>
the Code and the regulations thereunder. In the event that an amount contributed
under this Plan would, otherwise, constitute the part of the annual addition for
a Participant which would exceed said limitations, the portion of such amount
which had been contributed by the Participant shall be returned to him or her
and the portion of such amount which had been contributed by an Employer shall
be treated as a forfeiture and applied to reduce future contributions of such
Employer.
4.6. TOP-HEAVY REQUIREMENTS. For any Plan Year in which the
Plan is a Top- Heavy Plan, the requirements of Section 416 of the Code and the
regulations thereunder shall be satisfied.
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ARTICLE V
VESTING AND SETTLEMENT OF ACCOUNTS
5.1 VESTING.
(a) A Participant will always be 100% vested in his or
her Salary Deferral Contributions and Rollover
Contributions.
(b) Upon being credited with 5 Years of Service, or upon
attainment of age 65, or upon termination of
employment with the Employer on account of death or
Total Disability, a Participant shall be 100% vested
in his or her Account Balance attributable to
Matching Company Contributions.
(c) Unless otherwise provided in an applicable Special
Appendix, Matching Company Contributions become
Vested in accordance with the following schedule:
<TABLE>
<CAPTION>
Years Vested Percentage of
Of Service Matching Company Contributions
---------- -------------------------------
<S> <C>
1 20%
2 40%
3 60%
4 80%
5 100%
</TABLE>
5.2 PAYMENT OF ACCOUNTS. Following a Participant's
Severance from Service Date, the Vested portion of the Participant's Account
Balance shall be payable to him or her in a lump sum, or, in the event of the
Participant's death, to his or her Beneficiary. If the termination of
employment does not constitute a "separation from service" within the meaning
of Sec tion 401(k)(2)(B) of the Code and the Participant has not attained age
59 1/2 no portion of the Participant's Account Balance attributable to Salary
Deferral Contributions shall be distributed until the earliest of the
Participant's death, disability, attainment of age 59 1/2 or separation from
service.
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<PAGE>
A Participant's Account Balance may also be distributed upon
(1) termination of the Plan without the establishment or maintenance of another
defined contribution plan, (2) the disposition of substantially all of the
assets of the Employers used in a trade or business, or (3) the disposition of
an interest in a subsidiary. Such distribution must consist of the Participant's
entire Account Balance, and with respect to (2) and (3) above, the Participant
must continue employment with the acquiring company, and the Company must
continue to maintain the Plan after the disposition.
5.3 COMMENCEMENT OF BENEFITS. The payment of the Vested
portion of the Participant's Account Balance which becomes payable in accordance
with Section 5.2 above shall commence -
(a) as soon as is administratively feasible following the
date such portion becomes payable, if -
(1) the actual lump sum payment does not exceed
$5,000 (or such other amount as permitted
by the Code); or
(2) the Participant has elected to receive such
distribution.
(b) The non-Vested portion, if any, of such Account
Balance shall be forfeited upon the earlier of (i)
the date upon which the actual payment of the Vested
portion of such Account Balance commences or (ii)
twelve months after the Participant's Severance From
Service Date; and any amount so forfeited shall be
applied to reduce future Company Contributions.
In no event shall payment of the Vested portion of the Participant's Account
Balance commence later than the sixtieth (60th) day after the last day of the
Plan Year in which occurs the later of his or her 65th birthday or the date of
his or her termination of employment with the Employers. Distribution shall be
made in cash, provided that amounts invested in Tenneco Automotive, Inc.,
20
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Tenneco Packaging, Inc. or, if applicable, Packaging Corporation of America
common stock shall be distributed in kind, however, amounts payable under
paragraph (a)(1) above shall be payable entirely in cash.
Notwithstanding any other provision of the Plan, except in the
case of the Participant's death prior to distribution of the entire Vested
portion of his or her Account Balance, distribution must commence no later than
the Participant's Required Beginning Date. The Required Beginning Date for a
Participant who is not a 5% (five-percent) owner (within the meaning of Section
416 of the Code) is the April 1 following the later of (A) the last day of the
calendar year during which the Participant attains age 70 1/2, or (B) the last
day of the calendar year during which the Participant ceases to be an Employee.
The Required Beginning Date for a Participant who is a 5% (five-percent) owner
(within the meaning of Section 416 of the Code) is the April 1 following the
last day of the calendar year during which the Participant attains age 70 1/2.
Distributions will be made in accordance with the regulations under Section
401(a)(9) of the Code. The provisions of Section 401(a)(9) override any
distribution options in the Plan inconsistent with Section 401(a)(9).
5.4 PAYMENT UPON DEATH OF PARTICIPANT. Notwithstanding any
other provision of the Plan, in the case of the Participant's death prior to
distribution of the entire Vested portion of the Participant's Account Balance,
the remainder shall be paid to the Beneficiary in a single sum as soon as
administratively feasible following the Participant's death but in no event
later than the fifth anniversary of the Participant's death.
5.5 REEMPLOYMENT. A former Participant who again becomes
employed by an Employer may have the portion of his Account Balance which was
forfeited restored to his or her
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<PAGE>
Account, unadjusted for any gains or losses if such Participant (i) did not
incur a Break in Service or, if the Participant did incur a Break in Service,
the Period of Severance was less than 60 consecutive months, and (ii) repays to
the Trustee the total amount distributed to him from his Matching Company
Contributions Account. Such repayment must be made within five years of the
Participant's date of reemployment. A former Participant who is rehired and who
has incurred a Break In Service where the Period of Severance has extended for
60 consecutive months or longer shall not have any forfeited amounts restored.
Any restoration of forfeitures pursuant to Subsection (d) shall be made from
contributions by the Participant's Employer and treated as Matching Company
Contributions.
5.6 MISSING PARTICIPANTS. Notwithstanding Sections 5.3 and 5.3
above, this Section 5.4 shall apply-
(a) in the event an applied for payment to a Participant
or Beneficiary cannot be made because the address of
the Participant or Beneficiary is not known to the
Plan Administrator or
(b) in the event a Participant or Beneficiary has not
applied for payment above by the last day of the Plan
Year during which the Participant terminated
employment with the Employers and the address of the
Participant or Beneficiary is not known to the Plan
Administrator.
If the address of the Participant or Beneficiary is not discovered within 6
months after the Plan Administrator initiates reasonable efforts to do so, the
Participant's Account Balance shall be invested only in bank time deposits or
similar investment under Section 8.2, with any necessary transfer from other
investment forms being made as soon thereafter as administratively feasible; and
if the address of the Participant or Beneficiary is not discovered on or before
the expiration of the Plan Year following the Plan Year during which the
termination of employment occurred or the initial missed payment was originally
scheduled, the Vested portion of the Participant's
22
<PAGE>
Account Balance and, if not previously forfeited, the non-Vested portion of the
Participant's Account Balance shall be forfeited and applied to reduce future
Matching Company Contributions. Thereafter, if a valid claim is made by the
Participant or Beneficiary for the forfeited Vested portion of the Participant's
Account Balance, its value, unadjusted for any gains or losses since the date as
of which the forfeiture occurred, shall be restored by means of contributions by
the Employer and shall be paid to the Participant or Beneficiary as soon as
administratively feasible.
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<PAGE>
ARTICLE VI
WITHDRAWALS AND LOANS
6.1 IN-SERVICE WITHDRAWALS. Unless otherwise provided in an
applicable Special Appendix, Participants may take an In-Service Withdrawal from
their Plan Accounts under the following circumstances:
(a) A Participant who has attained age 55 may elect to
make an In-Service Withdrawal ("In-Service
Withdrawal") from his Account. The amount of any
In-Service Withdrawal under this section 6.1 for a
Participant who has not attained age 59 1/2 shall be
limited to the vested portion of the Participant's
Matching Company Contributions Account.
(b) A Participant who has attained age 59 1/2 may elect
to make an In-Service withdrawal of all or any
portion of his entire Vested Account Balance.
(c) A Participant may elect at any time to make an-In
Service Withdrawal of the balance in his Rollover
Contributions Account.
6.2 LOANS. Subject to conditions, rules, and regulations
established by the Plan Administrator and unless otherwise provided in an
applicable Special Appendix, a Participant may obtain a loan from his Account
Balance. Unless otherwise explicitly allowed by the Plan Administrator, loan
repayments (together with interest) shall be made through irrevocable payroll
deduction; however, the entire outstanding principal loan balance and accrued
interest may be prepaid at any time prior to the expiration of the normal term
of the loan. Failure to make any loan installment payment on time or within the
grace period established by the Plan Administrator (provided, that such grace
period shall not continue beyond the last day of the calendar quarter following
the calendar quarter in which the required installment payment was due) shall
constitute default. In the event of default, the Plan Administrator may treat
the outstanding loan balance (including accrued interest) as a distribution to
the Participant, fully
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<PAGE>
subject to taxation and tax withholding requirements, and reduce his Account
Balance accordingly.
The Plan Administrator is authorized to establish all
conditions, rules and regulations with respect to Plan loans, and to establish
such loan procedures and forms, as it from time to time determines to be
appropriate. All such conditions, rules, and regulations shall be set out in
official Loan Rules, which shall be available to all persons eligible for a Plan
loan. Such Loan Rules are incorporated into this Plan by reference.
6.3 ASSET VALUES. For purposes of implementing withdrawals
under Section 6.1, and for the settlement of accounts under Article V the value
of stock and other assets shall be determined by the Trustee in accordance with
rules established by it.
6.4 TERMINATION PRIOR TO DISTRIBUTION. The termination of
a Participant's employment with all Employers shall operate to suspend any
distribution pursuant to Section 6.1 which has not been made. Distributions of a
Participant's Account Balance following termination of employment with all
Employers are governed by the terms of Article V.
6.5 WITHDRAWALS BY ALTERNATE PAYEES. Notwithstanding any
other provision of the Plan, an alternate payee under a qualified domestic
relations order, as defined in ERISA and the Code, may at any time withdraw
from the Plan all or any part of the separate Plan account established under
such order for such alternate payee.
6.6 HARDSHIP WITHDRAWALS. Subject to the approval of the
Plan Administrator, a Participant for whom hardship withdrawals have been made
available under a Special
25
<PAGE>
Appendix to the Plan, may make a hardship withdrawal from his Salary Deferral
Contribution Account, excluding gains and earnings in such Account. A hardship
withdrawal shall only be made in the event of a financial need constituting a
hardship (examples of which are set forth in subsection (a)) and a withdrawal is
necessary to satisfy the need (as determined under subsection (b)). Approval or
disapproval of a withdrawal request shall be within the sole discretion of the
Plan Administrator in accordance with standards and policies adopted by the Plan
Administrator which shall be consistently applied. The Plan Administrator shall
be entitled to reasonably rely upon representations by the Participant and need
not make an independent investigation. The amount of such withdrawal shall be
limited to that amount which the Plan Administrator determines is necessary to
meet the immediate financial needs created by the hardship. A Participant who
makes a hardship withdrawal shall be suspended from participating in the Plan
for 12 months.
(a) HARDSHIP. A financial hardship shall be deemed to
exist as the result of the following:
(1) medical expenses described in Code Section
213(d) incurred by the Participant, the
Participant's spouse, or any dependents of
the Participant;
(2) purchase (excluding mortgage payments) of
a principal residence of the Participant;
(3) payment of tuition for the next 12 months of
post-secondary education for the
Participant, or the Participant's spouse,
children, or dependents;
(4) the need to prevent the eviction of the
Participant from the principal residence or
foreclosure on the mortgage of the
Participant's principal residence;
(5) such other situations that impose an
immediate and heavy financial need and that
arise (i) due to sudden and unexpected loss
or damage to the Participant's property, or
(ii) mental or physical
26
<PAGE>
disability of the Participant or the
Participant's spouse, children, or
dependents;
(6) funeral expenses for the Participant's
immediate family;
(7) expenses for essential living needs incurred
during a layoff that extends beyond the
longer of six months or the expiration of
Company-provided benefits; and
(8) other expenses as approved by the Plan
Administrator.
A Participant's request for a withdrawal must be
accompanied or supplemented by such evidence of
hardship as the Plan Administrator may reasonably
require.
(b) NECESSITY FOR WITHDRAWAL. A distribution shall be
deemed necessary to satisfy a financial need if the
Participant represents that the need cannot be
relieved,
(1) through reimbursement or compensation by
insurance or otherwise;
(2) by reasonable liquidation of the
Participant's assets, to the extent such
liquidation would not itself cause an
immediate and heavy financial need;
(3) by cessation of Salary Deferral
Contributions under the Plan; or
(4) by other distributions or nontaxable (at the
time of the loan) loans from plans
maintained by any employer, or by borrowing
from commercial sources on reasonable
commercial terms.
A Participant's resources shall be deemed to include
those assets of such Participant's spouse and minor
children that are reasonably available to the
Participant.
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<PAGE>
ARTICLE VII
ADMINISTRATION
7.1 NAMED FIDUCIARY. The named fiduciary under the Plan shall
be the Company. The Company shall have the overall responsibility for the
administration and operation of the Plan, which responsibility it shall
discharge by the appointment and removal (with or without cause) of the Benefits
Administration Committee, the Investment Committee and the Trustee. In carrying
out its responsibilities hereunder, the Company shall act through its Board of
Directors, or through a designated Committee of the Board, or through a duly
appointed delegate of the Board or such Committee.
7.2 BENEFITS ADMINISTRATION COMMITTEE. The Board of Directors
of the Company shall appoint a committee, designated the "Benefits
Administration Committee", of not less than three (3) persons to administer the
Plan.
(a) Any person appointed a member of the Benefits
Administration Committee shall signify acceptance or
resignation by delivering such written acceptance or
resignation to the Board of Directors of the Company.
(b) Members of the Benefits Administration Committee
shall elect a Chairman and a Secretary. The Secretary
may be, but need not be, a member of the Benefits
Administration Committee. The Secretary shall have
such powers and duties as the Benefits Administration
Committee shall assign in writing. The Secretary
shall appoint one or more assistant secretaries who
shall have the powers and duties prescribed by the
Secretary in writing.
(c) The Benefits Administration Committee may appoint one
or more persons to act as the Plan Administrator, and
the Benefits Administration Committee shall delegate
to such Plan Administrator any or all of the powers
and duties hereby granted to the Benefits
Administration Committee.
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(d) The Benefits Administration Committee may appoint
from its number such committees with such powers as
it shall determine.
(e) The Benefits Administration Committee shall hold
meetings at such places and at such times as it may
determine but not less than annually. The Benefits
Administration Committee shall maintain written
minutes of its meetings and shall record in these
minutes any delegation of duty or powers permitted by
Section 8.5. The Benefits Administration Committee
shall maintain a written record of such acts or
decisions in its sole discretion as it may determine.
(f) The Benefits Administration Committee shall
establish rules for the administration of the Plan
and the transaction of its business subject to the
other provisions of this Plan and any requirements
of law. Resolutions may be adopted or other
action taken without a meeting upon the written
consent of all members of the Benefits
Administration Committee. Any person dealing with
the Benefits Administration Committee shall be
entitled to rely upon a certificate of any member
of the Benefits Administration Committee, or its
secretary, as to any act or determination of the
Benefits Administration Committee. The
determination of the Benefits Administration
Committee as to any disputed questions shall be
conclusive.
7.3 POWERS. The Benefits Administration Committee is
authorized and empowered:
(a) To employ such attorneys, accountants, actuaries,
investment advisors, clerks, agents, or counsel as it
deems necessary in order to carry out the provisions
of the Plan;
(b) To establish and enforce such rules, regulations, and
procedures and prescribe the use of such forms as it
shall deem necessary or proper for the efficient
administration of the Plan and Trust;
(c) To the full extent allowed by law, to have
discretionary authority to interpret the terms of the
Plan and Trust Agreement, its interpretation thereof,
in good faith, to be final and conclusive;
(d) To the full extent allowed by law, to have
discretionary authority to decide all questions
concerning the Plan and to decide the eligibility of
any person for benefits under, or to participate in,
the Plan;
(e) To compute the amount of benefits which shall be
payable to any Participant or Beneficiary in
accordance with the provisions of the Plan
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and to determine the person or persons to whom
such benefits shall be paid;
(f) To authorize the payment of benefits;
(g) In addition to the powers enumerated herein, to do
all other acts in its judgment necessary or desirable
for the administration of the Plan and Trust.
7.4 DUTIES. The Benefits Administration Committee shall
have the duty:
(a) To furnish to each Participant a written summary of
the Plan and any amendment thereto, and any
additional reports or schedules required by ERISA,
and any regulations thereunder;
(b) To ascertain that such returns or reports as are
required by ERISA, and the regulations thereunder
have been filed with the appropriate governmental
agency;
(c) To maintain accounts showing the fiscal transactions
of the Plan and to keep in convenient form such data
as my be necessary for audits of the Plan, and to
prepare annually a report showing in reasonable
detail the assets and liabilities of the Plan;
(d) To maintain records in sufficient detail to
determine (i) eligibility for participation,
retirement, and vesting, (ii) the amount of
Matching Company Contributions and the amount of
Salary Deferral Contributions made for the account
of a Participant, (iii) the income, expenses,
gains and losses attributable to each
Participant's account, and to otherwise separately
account for each Participant's Account Balance and
(iv) the portion of a Participant's Account
Balance which is attributable to Matching Company
Contributions and the portion of a Participant's
Account Balance which is attributable to Salary
Deferral Contributions, separately allocating
income, expenses, gains and losses to such
portions;
(e) To maintain all records and reports for such
period of time as is necessary to provide
Participants and their Beneficiaries with their
benefits under the Plan. However, all records
including vouchers, worksheets, receipts, and
applicable resolutions which are necessary to
verify any report filed as required by Subsection
(b) shall be kept for a period of not less than
six (6) years after the filing date of the
documents or six (6) years after the date on which
documents would have been filed but for an
exemption or simplified reporting procedure;
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(f) To furnish to each Participant a year-to-date
statement of the assets held in his or her account,
upon such Participant's request;
(g) To direct the Trustee to value the assets of the
Trust Fund at fair market value as of the last day of
business of each year.
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ARTICLE VIII
INVESTMENT OF TRUST FUNDS
8.1 INVESTMENT COMMITTEE. The Board of Directors of the
Company shall appoint a committee, designated the "Investment Committee", of not
less than three (3) persons to administer the Plan.
(a) Any person appointed a member of the Investment
Committee shall signify acceptance or resignation by
delivering such written acceptance or resignation to
the Board of Directors of the Company.
(b) Members of the Investment Committee shall elect a
Chairman and a Secretary. The Secretary may be, but
need not be, a member of the Investment Committee.
The Secretary shall have such powers and duties as
the Investment Committee shall assign in writing. The
Secretary shall appoint one or more assistant
secretaries who shall have the powers and duties
prescribed by the Secretary in writing.
(c) The Investment Committee may appoint from its number
such committees with such powers as it shall
determine.
(d) The Investment Committee shall hold meetings at such
places and at such times as it may determine but not
less than annually. The Investment Committee shall
maintain written minutes of its meetings and shall
record in these minutes any delegation of duty or
powers permitted by Section 8.5. The Investment
Committee shall maintain a written record of such
acts or decisions in its sole discretion as it may
determine.
8.2 POWERS AND DUTIES. The Investment Committee shall have the
responsibility and authority to:
(a) determine the objectives, policies and guidelines for
the investment of the Trust Fund and each investment
fund established as a part thereof, including, but
not by way of limitation, the establishment of
additional Investment Funds or the consolidation of
two or more of the existing Investment Funds (other
than any company stock fund);
(b) direct the Trustee to acquire or dispose of Company
Stock in accordance with the applicable provisions of
the Plan;
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(c) select, appoint, monitor or discharge Investment
Managers or mutual funds managed by an investment
adviser registered under the Investment Advisors Act
of 1940, or contracts issued by insurance companies,
for purposes of investing the assets of the Trust
Fund and each investment fund established as a part
thereof;
(d) utilize the services of agents and employ persons to
perform ministerial, clerical, recordkeeping,
consulting or legal services to assist the Investment
Committee in the performance of its duties;
(e) maintain records and accounts showing the fiscal
transactions and performance evaluations of the Trust
Fund; and
(f) submit to the Board, at least annually, a report
regarding the operation of the Trust during the past
year and such other reports as the Board shall
request.
Notwithstanding the foregoing, to the extent a "Company Stock Fund" is
established and any Company Retirement and/or Company Matching Contributions are
made in company stock rather than in cash, the Board of Directors of the Company
shall determine what provisions shall apply to such fund, including but not
limited to provisions related to diversification of the fund.
8.3 DESIGNATION OF INVESTMENT OPTIONS BY PARTICIPANTS. Each
Participant shall state in his or her original application to enroll in the Plan
the percentage of his or her Salary Deferral Contributions to be invested by the
Trustee under the investment option or options designated by the Participant. A
Participant will be permitted to change the percentage of contributions
allocated to such investment options by notice to the Plan Administrator in such
manner as the Plan Administrator shall prescribe.
8.4 RULES GOVERNING INVESTMENTS.
(a) The Plan Administrator shall develop rules to govern
investment requests by a Participant and for carrying
out the Participant's investment requests. Should the
administrative procedures necessitate the loss of
interest in changing from one investment option to
another, neither the Plan
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Administrator nor the Trustee will be liable for the
loss or for any other loss caused by any delay in the
execution of a request or order.
(b) The Plan Administrator may place reasonable
restrictions on reallocating among investment
options, provided Participants are given reasonable
notice of any such restriction.
(c) The following rules will apply to the purchase or
sale of investments and to the allocation of
earnings:
(1) The Plan Administrator may direct the
Trustee to sell any investment held for the
benefit of a Participant if holding the
investment would be contrary to any law;
(2) Earnings and gains or losses will be
credited to the account of a Participant
with respect to investments held for the
account of the Participant at least annually
on a specified valuation date in accordance
with a method consistently and uniformly
applied;
(3) The Trustee may exercise, under any dividend
reinvestment program of Packaging
Corporation of America, any dividend
reinvestment rights regarding Packaging
Corporation of America Common Stock held in
the Trust for the benefit of each
Participant invested in Common Stock.
(d) (1) Notwithstanding any other provision of
the Plan, the following provisions of this
Section 8.4(d)(1) regarding voting of
Packaging Corporation of America
securities shall apply. Each Participant
or, if the Participant is deceased, his
or her Beneficiary shall have the sole
right to instruct the Trustee, in
writing, with respect to voting the full
and fractional shares of any Packaging
Corporation of America security with
voting rights that are allocated to the
Participant's Account, and the Trustee
shall vote or abstain from voting such
shares in accordance with the
instructions so received. The Trustee
shall vote or abstain from voting all
such shares allocated to Participants'
Accounts, combining fractional shares to
the extent possible, to reflect the
instructions of Participants. If the
Trustee does not receive timely
instructions from the Participant or
Beneficiary as to the manner in which to
exercise voting rights with respect to
any allocated share of such security, the
Trustee shall vote or abstain from voting
the uninstructed allocated shares of such
security in the same manner and
proportion as the voting rights with
respect to instructed allocated shares of
such security are exercised, and the
Trustee shall have no discretion in such
matter. Shares of any Packaging
Corporation of America security
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with voting rights held by the Trustee
pending allocation to Participants' Accounts
shall be voted by the Trustee in the same
manner and proportion as the voting rights
with respect to instructed allocated shares
of such security are exercised, and the
Trustee shall have no discretion in such
matter. The Investment Committee shall
inform, in a timely fashion, each
Participant or Beneficiary of the nature of
their rights regarding the voting of
Packaging Corporation of America securities
and the procedure for exercising such
rights. Participants or Beneficiaries shall
return their voting instructions directly to
the Trustee. The voting instructions
received by the Trustee from Participants or
Beneficiaries shall be held by the Trustee
in confidence and shall not be divulged or
released to any person, including officers
and employees of an Employer.
(2) Notwithstanding any other provision of the
Plan, the following provisions of this
Section 8.4(d)(2) regarding tender or
exchange offers shall apply. In the case of
a tender or exchange offer with respect to a
security, the Participant, or if the
Participant is deceased, his or her
Beneficiary shall have the sole right to
instruct the Trustee in writing as to the
manner in which to respond to the offer, to
the extent such security is allocated to the
Participant's Account, and the Trustee shall
respond in accordance with the instructions
so received. The Trustee shall utilize its
best efforts to cause to be timely
distributed to the Participant or
Beneficiary such information as will be
distributed to holders of the security in
connection with the offer, together with a
form requesting confidential instructions,
to be sent directly to the Trustee, on
whether or not such security will be
tendered or exchanged. If the Trustee does
not receive timely instructions from the
Participant or Beneficiary as to the manner
in which to respond to the offer, the
Trustee shall not tender or exchange any
such securities with respect to which the
Participant or Beneficiary has the right of
instruction, and the Trustee shall have no
discretion in such matter. Securities held
by the Trustee pending allocation to
Participants' Accounts shall be tendered or
exchanged by the Trustee in the same
proportion as the instructed allocated
securities are tendered or exchanged, and
the Trustee shall have no discretion in such
matter. The instructions received by the
Trustee from Participants and Beneficiaries
shall be held by the Trustee in confidence
and shall not be divulged or released to any
person, including officers and employees of
an Employer.
(3) Except to the extent otherwise provided in
Subsections (1) and (2) above, all ownership
rights in any security held in the Trust
shall
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be exercised by the Trustee in such
manner as it, in its sole discretion, may
determine.
8.5 DELEGATION. The Plan Administrator and the Investment
Committee may each delegate to any respective member thereof, or to any other
person or persons, or administrative body of another employee benefit plan, any
of its powers or duties (including any powers or duties set forth under any
other Sections of the Plan), other than "Trustee duties", so long as it
exercises the standard of care prescribed in Section 8.6. Such delegation shall
be made in writing and shall be reflected in its minutes. "Trustee duties" means
the duties provided in the Trust Agreement with respect to management and
control of the Trust assets.
8.6 STANDARD OF CARE. The Plan Administrator and Investment
Committee shall each exercise its respective powers and carry out its respective
duties solely in the interest of the Participants and their Beneficiaries with
the care, skill, prudence, and diligence that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character.
So long as the Plan Administrator and Investment Committee
properly delegates responsibility in accordance with the preceding paragraph,
and uses prudence in continuing the delegation, no member of the Plan
Administrator or the Investment Committee shall be liable for any breach of
fiduciary duty by a co-fiduciary; unless:
(a) the member participates knowingly in or knowingly
undertakes to conceal an act or omission of such
other fiduciary, knowing such act or omission is a
breach;
(b) by the member's failure to comply with the standard
of care set out in this Section 8.6, in the
administration of specific responsibilities which
give rise to the status of fiduciary, the member has
enabled such other fiduciary to commit a breach; or
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(c) the member has knowledge of a breach by such other
fiduciary and does not make reasonable efforts under
the circumstances to remedy the breach.
8.7 COMPENSATION. No member of the Plan Administrator or the
Investment Committee shall receive any compensation for services as a committee
member.
8.8 NOTIFICATION. The Secretary of the Plan Administrator
shall furnish to the Trustee the names of the members of the Plan Administrator
and the Investment Committee. The Trustee may presume until notified in writing
to the contrary that the named individuals are duly authorized to act on behalf
of their respective Committee.
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ARTICLE IX
FUNDING
9.1 EMPLOYER CONTRIBUTION IRREVOCABLE. Subject to Section 9.3,
any contribution made by an Employer shall be irrevocable and shall be held and
disposed of by the Trustee solely in accordance with the provisions of this Plan
and the Trust Agreement.
9.2 EXCEPTIONS TO IRREVOCABILITY. Each contribution made by an
Employer or an Employee shall be deemed to be conditioned upon the deductibility
of the contribution under Section 404 of the Internal Revenue Code. If the
deduction of all or part of any contribution is disallowed, it shall, to the
extent disallowed, be repaid to the Employer within one year after the date of
disallowance. A contribution also shall be repaid to an Employer, within one
year after the date made, to the extent it was made in error because of a
mistake of fact.
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ARTICLE X
EXPENSES OF THE PLAN
10.1 ADMINISTRATIVE EXPENSES. Fees of the Trustee or Trustees
and other administrative expenses shall be paid by the Employers or from the
Trust or Trusts. To the full extent permitted by law, such trust assets may be
used by the Plan Administrator to defray the reasonable expenses of
administering the Plan, including any such reasonable expenses incurred as
internal corporate expenses of Packaging Corporation of America or any
affiliate. Expenses may also be paid from the Trust or Trusts as provided under
Section 10.2 in the event the Employers' payments and such earnings are
insufficient to meet such expenses.
10.2 OTHER EXPENSES.
(a) Expenses of the Plan other than those set out in
Section 10.1 that are attributable to individual
Participant Accounts, as determined by the Trustee,
shall be paid from the Trust or Trusts and charged to
each such Participant's Accounts.
(b) All expenses of the Plan other than those set out in
Sections 10.1 and 10.2(a) shall be paid from the
Trust or Trusts and charged to each individual
account in the proportion that such account bears to
the total amount of the Trust.
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ARTICLE XI
TRUSTEE
11.1 APPOINTMENT. The Trustee shall be appointed by the Board
of Directors of the Company, with whom the Company shall enter into a Trust
Agreement.
11.2 POWERS AND DUTIES. The Trustee shall have such powers and
duties as are established in the Plan and when directed by the Plan
Administrator or the Investment Committee, in writing, the Trustee shall have
the duty to follow the directions providing they are consistent with the
purposes of this Plan, governing federal and state statutes, and regulations
promulgated thereunder.
11.3 SUCCESSOR TRUSTEE. The Company may remove the Trustee
with respect to a Trust Agreement at any time by resolution of its Board of
Directors, or the Trustee may resign upon reasonable notice. Upon such removal
or upon the resignation of the Trustee, the Board of Directors of the Company
shall designate a successor Trustee and shall enter into an agreement continuing
the respective Trust Agreement or modifying it as may be necessary or
appropriate. Related Entities shall not be required to act or to enter into an
agreement with any successor Trustee. The Company shall be deemed to be their
agent for such purpose. Action of the Board of Directors of the Company and
execution of an instrument by an officer of the Company shall bind all Related
Entities.
11.4 USE OF TRUST FUNDS. The funds received by the Trustee
shall not revert to the Employer or otherwise be used or diverted to any purpose
other than for the exclusive benefit of Participants and their Beneficiaries,
except that a contribution made in error may be returned
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to the Employer within one year of the time it is made. Payments of reasonable
administrative expenses from the Trust shall not be considered a diversion of
Trust assets.
11.5 INCORPORATION OF TRUST AGREEMENT. The terms of the Trust
Agreement or Trust Agreements shall be incorporated in this Plan by reference
and shall be made a part hereof for all purposes.
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ARTICLE XII
AMENDMENT AND TERMINATION OF PLAN AND MERGER
12.1 AMENDMENT OF PLAN. The Plan may be amended at any time by
resolution of the Board of Directors of the Company. Notwithstanding the
foregoing, the Board may delegate to the Committee the authority to adopt
administrative amendments to the Plan or any amendment required by law. An
amendment will be considered an administrative amendment properly within the
authority of the Committee only if such amendment does not increase the amount
or level of Employer contributions under this Plan or any other provision
specifically governed by action of the Board in accordance with the provisions
of this Plan or the Trust Agreement. Any amendment may be made effective
retroactively to the extent permitted by law. No amendment shall make it
possible for any part of the Trust to revert to an Employer other than Matching
Company Contributions made in error. No amendment may deprive a Participant of
his or her Account Balance or otherwise reduce accrued benefits, except to the
extent permitted by Section 412(c)(8) of the Code.
12.2 TERMINATION OF PLAN. Each Employer reserves the right to
discontinue or terminate the Plan as to any of its Employees. The Company may
discontinue or terminate the Plan as to all Employees of all Employers or as to
any Employee of any Employer. In the event the Plan is terminated, partially
terminated, or contributions are completely discontinued, all within the meaning
of Section 411(d)(3) of the Code, all affected Participants shall become fully
vested in their Account Balances. Any assets which are not allocated to the
account of a Participant upon the complete termination of the Plan or complete
discontinuance of
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contributions, shall be allocated pro rata on the basis of their Account Balance
at date of termination.
12.3 MERGER OF PLAN AND TRANSFER OF ASSETS. The Employers
reserve the right to merge or consolidate this Plan with any other similar plan
maintained by any Employer. Assets of this Plan may be transferred to another
plan or assets of another plan may be transferred to this Plan. In the event of
a merger, consolidation, or transfer of assets, no Participant of this Plan
shall receive a benefit subsequent to the merger, consolidation, or transfer
less than what he would have been entitled to receive if this Plan had otherwise
been terminated immediately prior to the merger, consolidation, or transfer.
Assets transferred to this Trust as a result of plan merger shall be maintained
in separate Accounts for each Participant.
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ARTICLE XIII
MISCELLANEOUS
13.1 RIGHTS NOT ASSIGNABLE. No right or claim to any of the
monies or other assets under the Plan shall be assignable or subject to
alienation by a Participant. Any attempt by the Participant to assign or
alienate any portion of his or her Account Balance will not be recognized by the
Trustee. A Participant's Account Balance shall not be subject to garnishment,
attachment, execution, or other levy unless such garnishment, attachment,
execution or other levy is the result of claims against the Participant by an
Employer and is permitted under Section 401(a)(13) of the Code. The prohibition
on assignment and alienation shall apply to the creation, assignment, or
recognition of a right to any amount payable with respect to a Participant
pursuant to a domestic relations order, unless such order is determined to be a
"qualified domestic relations order" as defined in Section 414(p) of the Code.
13.2 PLAN NOT A CONTRACT OF EMPLOYMENT. The Plan shall not be
deemed to constitute a contract between any Employee and any Employer or to be a
consideration for the employment of any Employee. Nothing in the Plan shall give
any Employee the right to be retained in the employ of an Employer. All
Employees shall remain subject to discharge, discipline, or layoff to the same
extent as if the Plan had not been put into effect.
13.3 AGENT FOR SERVICE OF PROCESS. The Plan Administrator
shall be the agent authorized to accept service of legal process in any action
or proceeding against the Plan or Trust.
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13.4 CONTROLLING LAW. This Plan shall be construed, enforced,
and administered according to the laws of the State of Illinois, except to the
extent preempted by federal law.
13.5 FACILITY OF PAYMENT.
(a) If the Plan Administrator is in doubt as to the right
of any person to receive payment of any amount under
the Plan, the Plan Administrator may direct the
Trustee to retain such amount, without liability for
any interest thereon, until the rights thereto are
determined, or the Plan Administrator may direct the
Trustee to pay such amount into any court of
appropriate jurisdiction and such payment shall be a
complete discharge of the liability of the Plan and
Trust therefor.
(b) If the Plan Administrator shall find that any
persons to whom any amount is payable under the
Plan is unable to care for his or her affairs
because of illness or accident, or is a minor, or
has died, then any payment due to the person or
his or her estate (unless a prior claim therefor
has been made by a duly appointed legal
representative) may, if the Plan Administrator so
elects, be paid to the spouse, a parent, a child
or other relative of such person, an institution
maintaining or having custody of such person, or
any other person declared by the Plan
Administrator to be a proper recipient on behalf
of such person otherwise entitled to payment.
Any such payment shall be a complete discharge of
the liability of the Plan and Trust therefor.
13.6 ELIGIBLE ROLLOVER DISTRIBUTION.
(a) Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a Distributee's
election under this Section, a Distributee may elect,
at the time and in the manner prescribed by the
Packaging Corporation of America Plan Administrator,
to have any portion of an Eligible Rollover
Distribution paid directly to an Eligible Retirement
Plan specified by the Distributee in a Direct
Rollover.
(b) Definitions.
(1) ELIGIBLE ROLLOVER DISTRIBUTION. Unless
otherwise limited by law, an Eligible
Rollover Distribution is any distribution of
all or any portion of the balance to the
credit of the Distributee, except that an
Eligible Rollover Distribution does not
include: any distribution that is one of a
series of substantially equal periodic
payments (not less frequently than annually)
made for the life (or life expectancy) of
the Distributee or the joint lives (or joint
life
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expectancies) of the Distributee and the
Distributee's designated beneficiary, or for
a specified period of ten years or more; any
distribution to the extent such distribution
is required under Section 401(a)(9) of the
Code; and the portion of any distribution
that is not includible in gross income
(determined without regard to the exclusion
for net unrealized appreciation with respect
to employer securities).
(2) ELIGIBLE RETIREMENT PLAN. An Eligible
Retirement Plan is an individual retirement
account described in Section 408(a) of the
Code, an individual retirement annuity
described in Section 408(b) of the Code, an
annuity plan described in Section 403(a) of
the Code, or a qualified trust described in
Section 401(a) of the Code, that accepts the
Distributee's Eligible Rollover
Distribution. However, in the case of an
Eligible Rollover Distribution to the
surviving spouse, an Eligible Retirement
Plan is an individual retirement account or
individual retirement annuity.
(3) DISTRIBUTEE. A Distributee includes an
Employee or former Employee of a
participating company in the Plan. In
addition, the Employee's or former
Employee's surviving spouse and the
Employee's or former Employee's spouse or
former spouse who is the alternate payee
under a qualified domestic relations order,
as defined in Section 414(p) of the Code,
are Distributees with regard to the interest
of the spouse or former spouse.
(4) DIRECT ROLLOVER. A Direct Rollover is a
payment by the Plan to the Eligible
Retirement Plan specified by the
Distributee.
13.7 QUALIFIED MILITARY SERVICE. Notwithstanding any provision
of the plan to the contrary, contributions, benefits and service credit with
respect to qualified military service will be provided in accordance with
Section 414(u) of the Code.
13.8 LOAN REPAYMENTS DURING MILITARY SERVICE. Loan
repayments will be suspended under the Plan as permitted under Section 414(u)
of the Code.
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ARTICLE XIV
RELATED ENTITIES
14.1 ADOPTION OF PLAN. This Plan may be adopted by any company
which the Company shall designate and declare eligible to adopt and participate
in the Plan, subject to the following conditions:
(a) Each Employer shall execute and deliver such
instruments as the Company shall deem necessary or
desirable, including an instrument evidencing the
joinder of the Employer in the Trust Agreement; and
(b) Each Employer shall designate the Company as its
agent to act for it in all transactions regarding the
Plan, including its amendment and termination as
provided by Article XII and its administration as
provided by Article VII.
The Plan shall be effective with respect to each Employer and its Employees on
such date as shall be specified in the resolutions of the Board of Directors of
the Employer authorizing the adoption of the Plan.
Any modification of the Plan provisions applicable to a particular
Employer may be made at the time of adoption by the Boards of Directors of the
Employer and the Company or may be made subsequent to adoption by the Board of
Directors of the Company and shall be set forth in an amendment to the Plan.
14.2 WITHDRAWAL FROM PLAN.
(a) Should a company for any reason cease being an
Employer and desire to preserve the Account
Balances of its employees in another plan which is
intended to qualify under Section 401(a) of the
Code, the withdrawing company may notify the Plan
Administrator and the Trustee and request a
division of trust assets. If the Plan
Administrator approves, it shall notify the
withdrawing company to take such steps as shall be
necessary to preserve the Account Balances of its
employees in another plan. Upon receipt by the
Plan Administrator of (i) resolutions of the Board
of
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Directors of the withdrawing company adopting a plan
and trust agreement and (ii) a copy of such plan and
trust agreement, the Plan Administrator shall direct
the Trustee to transfer to the trust established by
the withdrawing company assets allocable to the
employees of the withdrawing company (as determined
by the Plan Administrator).
(b) In the event the Plan as applicable to any Employer
loses its qualified status under Section 401(a) of
the Code, such company shall cease to be an Employer
and shall be deemed to have adopted a plan and trust
agreement similar to this Plan and Trust Agreement
for the benefit of its employees. Assets held for the
account of employees of such company shall be
segregated from other trust assets. Upon adoption by
such company of another plan and trust, such assets
shall be transferred to the new trust.
48
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ARTICLE XV
CLAIMS FOR BENEFITS
15.1 CLAIMS FOR BENEFITS.
(a) As a prerequisite to payment of any benefit under the Plan, the
Participant or, in the case of the Participant's death, the
Participant's Beneficiary, shall submit to the Plan
Administrator a written claim in such manner, in such form, with
such documentation and within such time limits as the Plan
Administrator may reasonably require.
(b) Promptly upon the receipt of such claim, the Plan Administrator
shall determine whether the claimant is entitled to the benefit
and, if so, the amount thereof.
15.2 DENIAL OF CLAIM. Should the claim for a benefit under the Plan
be denied, in whole or in part, the Plan Administrator shall furnish the
claimant with a written notice setting forth in a manner calculated to be
understood by the claimant:
(a) the specific reasons for the denial;
(b) specific reference to any pertinent provisions of the Plan upon
which the denial is based;
(c) a description of any additional material or information
necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary; and
(d) appropriate information as to the steps to be taken if the
claimant wishes to submit the claim for review.
A claim shall be deemed denied if the Plan Administrator does not approve the
claim and fails to furnish the aforesaid notice of denial before the expiration
of a period commencing with its receipt of the claim and consisting of 90 days,
plus such extension of time for processing the claim, not to exceed 90
additional days, as special circumstances require, provided that, prior to the
expiration of the initial 90 days of the period, the claimant has been furnished
with a written
49
<PAGE>
notice, which indicates the special circumstances requiring the extension and
the date by which a decision regarding the claim is expected to be rendered.
15.3 PROCEDURE FOR REVIEW OF DENIED CLAIMS. A claimant whose
claim for a benefit under the Plan is denied, either in whole or in part, shall
have the right, to be exercised by written application filed with the Plan
Administrator not later than the 60th day after receipt of notice of such
denial, to request a review of the claim. Such request for review may contain
such issues and comments as the claimant may wish considered in the review, and
the Plan Administrator shall permit the claimant to review pertinent documents
in its possession, including copies of the Plan. The Benefits Administration
Committee shall make the final determination with respect to review of the
claim. Notice of the final determination shall be furnished to the claimant as
soon as practicable in writing, in a manner reasonably calculated to be
understood by the claimant, and shall set forth the specific reasons for the
determination and specific references to any pertinent provisions of the Plan
upon which the determination is based. A claim shall be deemed denied on review
if the Benefits Administration Committee fails to furnish the aforesaid notice
of final determination before the expiration of a period commencing with its
receipt of the request for review of the claim and consisting of 60 days, plus
such extension of time for completing the review, not to exceed 60 additional
days, as special circumstances require, provided that prior to the expiration of
the initial 60 days of the period,
50
<PAGE>
the claimant has been furnished with a written notice which indicates the
special circumstances requiring the extension and the date by which a decision
regarding the review of the claim is expected to be rendered.
* * *
IN WITNESS WHEREOF, and as conclusive evidence of the adoption
of the foregoing, Packaging Corporation of America, as the Company, has caused
these presents to be duly authorized in its name and behalf by its proper
officers thereunto authorized this day 14 of January, 2000.
PACKAGING CORPORATION OF AMERICA
ATTEST:
/s/ Richard B. West By: /s/ Andrea L. Davey
Secretary Title: VP Human Resources
51
<PAGE>
EXHIBIT A
COMPANIES PARTICIPATING IN THE
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
(AS OF FEBRUARY 1, 2000)
EMPLOYER:
Packaging Corporation of America
52
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX I
COUNCE, TENNESSEE
I-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special Appendix
shall mean the hourly-rated Employees of the Company employed
at its pulp and paper mill (Plant #620) and its Woodlands
operations (Plants #630, 631 and 632) in Counce, Tennessee.
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible to
enroll in the Plan in accordance with Section 2.1.
I-2.1 CONTRIBUTIONS.
(a) SALARY DEFERRAL CONTRIBUTIONS. An Eligible Employee may
elect to reduce his Compensation pursuant to Section 3.1
but not in excess of 8 percent of his Compensation.
(b) VESTING. A Participant covered by this Special Appendix shall
at all times be fully vested and have a nonforfeitable
interest in such Participant's Matching Company Contributions.
(c) ROLLOVER CONTRIBUTIONS. Section 3.6 of the Plan is not
applicable to the Covered Group.
I-3.1 WITHDRAWALS.
(a) Section 6.1 of the Plan is not applicable to the Covered
Group.
(b) Matching Company Contributions may be withdrawn pursuant to
the provisions of Section 6.6.
I-4.1 LOANS. Section 6.2 of the Plan is not applicable to the Covered Group.
I-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX II
TOMAHAWK WISCONSIN MILL - AFL-CIO MOHAWKSIN LODGE NO. 1713
II-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special Appendix
shall mean the Employees of the Company's employed at its
Tomahawk, Wisconsin Mill (Plant #608) who are covered by the
collective bargaining agreement between the Company and the
International Association of Machinists and Aerospace Workers,
AFL-CIO ("Union"), on behalf of Mohawksin Lodge No. 1713.
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible to
enroll in the Plan, pursuant to Section 2.1, effective as of
the first day of the first payroll period following completion
of his 60-day probationary period in accordance with the
collective bargaining agreement between the Company and the
Union.
II-2.1 CONTRIBUTIONS.
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect to
reduce his Compensation pursuant to Section 3.1 but not in
excess of 16 percent of his Com Compensation.
(b) ROLLOVER CONTRIBUTIONS. Section 3.6 of the Plan is not
applicable to the Covered Group.
II-3.1 VESTING.
(a) ACCELERATED VESTING. In addition to the provisions of Article
V regarding vesting, a Participant covered by this Special
Appendix shall be fully vested in his Matching Company
Contributions if the Participant loses his job by facility
shutdown.
(b) SERVICE. For purposes of determining the vesting of a
Participant covered by this Special Appendix, the
Participant's Service shall include any period of employment
with Georgia-Pacific Corporation and with any entity acquired
by Georgia-Pacific corporation and recognized by
Georgia-Pacific corporation for vesting purposes.
II-4.1 WITHDRAWALS.
(a) HARDSHIP WITHDRAWALS. In addition to the financial hardships
described in Section 6.6(b), a hardship shall exist if a
Participant suffers a significant decrease in household
income.
II-1
<PAGE>
(b) OTHER WITHDRAWALS.
(1) A Participant covered by this Special Appendix
may, at any time after attaining age 59 1/2, make
a withdrawal from his Account. A Participant may
not make more than one withdrawal in any 12-month
period under this Section. If a Participant makes
a withdrawal under this Section, the Salary
Deferral Contributions and Matching Company
Contributions made on his behalf under the Plan
shall be suspended for 12 months. A Participant
who is not 100 percent vested in his Matching
Company Contributions may not withdraw his
Matching Company Contributions.
(2) Section 6.1(a) of the Plan is not applicable to the
Covered Group.
II-5.1 LOANS. Section 6.2 of the Plan is not applicable to the Covered Group.
II-2
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX III
TOMAHAWK WISCONSIN MILL & WOODLANDS - AFL-CIO LOCAL 248
III-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special Appendix
shall mean the Employees of the Company employed at its
Tomahawk, Wisconsin Mill (Plant #608) and Woodlands operations
(Plant #636), who are covered by the collective bargaining
agreement between the Company and the United Paperworkers
International Union, AFL-CIO ("Union"), on behalf of Local
248.
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible to
enroll in the Plan, pursuant to Section 2.1, effective as of
the first day of the first payroll period following completion
of his 60-day probationary period in accordance with the
collective bargaining agreement between the Company and the
Union.
III-2.1 CONTRIBUTIONS.
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect to
reduce his Compensation pursuant to Section 3.1 but not in
excess of 16 percent of his Com Compensation.
(b) ROLLOVER CONTRIBUTIONS. Section 3.6 of the Plan is not
applicable to the Covered Group.
III-3.1 VESTING.
(a) ACCELERATED VESTING. In addition to the provisions of Article
V regarding vesting, a Participant covered by this Special
Appendix shall be fully vested in his Matching Company
Contributions if the Participant loses his job by facility
shutdown.
(b) SERVICE. For purposes of determining the vesting of a
Participant covered by this Special Appendix, the
Participant's Service shall include any period of employment
with Georgia-Pacific Corporation and with any entity acquired
by Georgia-Pacific corporation and recognized by
Georgia-Pacific Corporation for vesting purposes.
III-4.1 WITHDRAWALS.
(a) HARDSHIP WITHDRAWALS. In addition to the financial hardships
described in Section 6.6(b), a hardship shall exist if a
Participant suffers a significant decrease in household
income.
III-1
<PAGE>
(b) OTHER WITHDRAWALS.
(1) A Participant covered by this Special Appendix
may, at any time after attaining age 59 1/2, make
a withdrawal from his Account. A Participant may
not make more than one withdrawal in any 12-month
period under this Section. If a Participant makes
a withdrawal under this Section, the Salary
Deferral Contributions and Matching Company
Contributions made on his behalf under the Plan
shall be suspended for 12 months. A Participant
who is not 100 percent vested in his Matching
Company Contributions may not withdraw his
Matching Company Contributions.
(2) Section 6.1(a) of the Plan is not applicable to the
Covered Group.
III-5.1 LOANS. Section 6.2 of the Plan is not applicable to the Covered Group.
III-2
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX IV
VALDOSTA, GEORGIA - AFL-CIO LOCALS 646, 1648, AND 777
IV-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special Appendix
shall mean the hourly-paid Employees of the Company employed
at its Valdosta, Georgia facility (Plant #610) who are covered
by the collective bargaining agreement between the Company and
the United Paperworkers International Union, AFL-CIO
("Union"), on behalf of Locals 646, 1648, and 777.
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible to
enroll in the Plan, pursuant to Section 2.1, effective as of
the first day of the first payroll period following completion
of his 90-day probationary period in accordance with the
collective bargaining agreement between the Company and the
union.
IV-2.1 CONTRIBUTIONS.
(a) REGULAR SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may
elect to reduce his Compensation pursuant to Section 3.1 but
not in excess of 16 percent of his Compensation.
(b) SPECIAL SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may,
pursuant to Section 3.1, elect to defer up to 100% of his
Compensation attributable to gainsharing.
(c) MATCHING COMPANY CONTRIBUTIONS. No Matching Company
Contributions shall be made on a Participant's Special Salary
Deferral Contributions.
(d) ROLLOVER CONTRIBUTIONS. Section 3.6 of the Plan is not
applicable to the Covered Group.
IV-3.1 VESTING
(a) ACCELERATED VESTING. In addition to the provisions of Article
V regarding vesting, a Participant covered by this Special
Appendix shall be fully vested in his Matching Company
Contributions if the Participant loses his job by facility
shutdown.
(b) SERVICE. For purposes of determining the vesting of a
Participant covered by this Special Appendix, the
Participant's service shall include any period of employment
with Georgia-Pacific Corporation and with any entity acquired
by
IV-1
<PAGE>
Georgia-Pacific Corporation and recognized by Georgia-Pacific
Corporation for vesting purposes.
IV-4.1 WITHDRAWALS.
(a) HARDSHIP WITHDRAWALS. In addition to the financial hardships
described in Section 6.6(b), a hardship shall exist if a
Participant suffers a significant decrease in household
income.
(b) OTHER WITHDRAWALS.
(1) A Participant covered by this Special Appendix
may, at any time after attaining age 59 1/2, make
a withdrawal from his Account. A Participant may
not make more than one withdrawal in any 12-month
period under this Section. If a Participant makes
a withdrawal under this Section, the Salary
Deferral Contributions and Matching Company
Contributions made on his behalf under the Plan
shall be suspended for 12 months. A Participant
who is not 100 percent vested in his Matching
Company Contributions may not withdraw his
Matching Company Contributions.
(2) Section 6.1(a) of the Plan is not applicable to the
Covered Group.
IV-5.1 LOANS. Section 6.2 of the Plan is not applicable to the Covered Group.
IV-2
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX V
VALDOSTA, GEORGIA - I.B.E.W. LOCAL 1947
V-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special Appendix
shall mean the hourly-paid Employees of the Company employed
at its Valdosta, Georgia facility (Plant #610) who are covered
by the collective bargaining agreement between the Company and
the International Brotherhood of Electrical Workers Union
("Union"), on behalf of Local 1947.
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible to
enroll in the Plan, pursuant to Section 2.1, effective as of
the first day of the first payroll period following completion
of his 90-day probationary period in accordance with the
collective bargaining agreement between the Company and the
union.
V-2.1 CONTRIBUTIONS.
(a) REGULAR SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may
elect to reduce his Compensation pursuant to Section 3.1 but
not in excess of 16 percent of his Compensation.
(b) SPECIAL SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may,
pursuant to Section 3.1, elect to defer up to 100% of his
Compensation attributable to gainsharing.
(c) MATCHING COMPANY CONTRIBUTIONS. No Matching Company
Contributions shall be made on a Participant's Special
Salary Deferral Contributions.
(d) ROLLOVER CONTRIBUTIONS. Section 3.6 of the Plan is not
applicable to the Covered Group.
V-3.1 VESTING.
(a) ACCELERATED VESTING. In addition to the provisions of Article
V regarding vesting, a Participant covered by this Special
Appendix shall be fully vested in his Matching Company
Contributions if the Participant loses his job by facility
shutdown.
(b) SERVICE. For purposes of determining the vesting of a
Participant covered by this Special Appendix, the
Participant's Service shall include any period of employment
with Georgia-Pacific Corporation and with any entity acquired
by
V-1
<PAGE>
Georgia-Pacific corporation and recognized by Georgia-Pacific
Corporation for vesting purposes.
V-4.1 WITHDRAWALS.
(a) HARDSHIP WITHDRAWALS. In addition to the financial hardships
described in Section 6.6(b), a hardship shall exist if a
Participant suffers a significant decrease in household
income.
(b) OTHER WITHDRAWALS.
(1) A Participant covered by this Special Appendix
may, at any time after attaining age 59 1/2, make
a withdrawal from his Account. A Participant may
not make more than one withdrawal in any 12-month
period under this Section. If a Participant makes
a withdrawal under this Section, the Salary
Deferral Contributions and Matching Company
Contributions made on his behalf under the Plan
shall be suspended for 12 months. A Participant
who is not 100 percent vested in his Matching
Company Contributions may not withdraw his
Matching Company Contributions.
(2) Section 6.1(a) of the Plan is not applicable to the
Covered Group.
V-5.1 LOANS. Section 6.2 of the Plan is not applicable to the Covered Group.
V-2
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX VI
LOS ANGELES, CALIFORNIA - G.C.U. LOCAL 388
VI-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special Appendix
shall mean the hourly-paid Employees of the Company employed
at its Los Angeles, California facility (Plant #349) who are
covered by the collective bargaining agreement between the
Company and the Graphic Communications Union ("Union"), on
behalf of Local 388.
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible to
enroll in the Plan, pursuant to Section 2.1, effective as of
the first day of the first payroll period following completion
of his 60-day probationary period in accordance with the
collective bargaining agreement between the Company and the
Union.
VI-2.1 CONTRIBUTIONS.
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect to
reduce his Compensation pursuant to Section 3.1 but not in
excess of 16 percent of his Com Compensation.
(b) ROLLOVER CONTRIBUTIONS. Section 3.6 of the Plan is not
applicable to the Covered Group.
VI-3.1 VESTING.
(a) ACCELERATED VESTING. In addition to the provisions of Article
V regarding vesting, a Participant covered by this Special
Appendix shall be fully vested in his Matching Company
Contributions if the Participant loses his job by facility
shutdown.
(b) SERVICE. For purposes of determining the vesting of a
Participant covered by this Special Appendix, the
Participant's Service shall include any period of employment
with Georgia-Pacific Corporation and with any entity acquired
by Georgia-Pacific corporation and recognized by
Georgia-Pacific Corporation for vesting purposes.
VI-4.1 WITHDRAWALS.
(a) HARDSHIP WITHDRAWALS. In addition to the financial hardships
described in Section 6.6(b), a hardship shall exist if a
Participant suffers a significant decrease in household
income.
VI-1
<PAGE>
(b) OTHER WITHDRAWALS.
(1) A Participant covered by this Special Appendix
may, at any time after attaining age 59 1/2, make
a withdrawal from his Account. A Participant may
not make more than one withdrawal in any 12-month
period under this Section. If a Participant makes
a withdrawal under this Section, the Salary
Deferral Contributions and Matching Company
Contributions made on his behalf under the Plan
shall be suspended for 12 months. A Participant
who is not 100 percent vested in his Matching
Company Contributions may not withdraw his
Matching Company Contributions.
(2) Section 6.1(a) of the Plan is not applicable to the
Covered Group.
VI-5.1 LOANS. Section 6.2 of the Plan is not applicable to the Covered Group.
VI-2
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX VII
SOUTHERN WOODLANDS - FLORIDA AND GEORGIA
VII-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special Appendix
shall mean the hourly-paid Employees of the Company employed
at certain work locations designated by the Company at its
Southern Woodlands operations in Florida and Georgia (Plant
#645).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible to
enroll in the Plan, pursuant to Section 2.1, upon completion
of 90 days of employment.
VII-2.1 CONTRIBUTIONS.
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect to
reduce his Compensation pursuant to Section 3.1 but not in
excess of 16 percent of his Com Compensation.
VII-3.1 VESTING.
(a) ACCELERATED VESTING. In addition to the provisions of Article
V regarding vesting, a Participant covered by this Special
Appendix shall be fully vested in his Matching Company
Contributions if the Participant loses his job by facility
shutdown.
(b) SERVICE. For purposes of determining the vesting of a
Participant covered by this Special Appendix, the
Participant's Service shall include any period of employment
with Georgia-Pacific Corporation and with any entity acquired
by Georgia-Pacific Corporation and recognized by
Georgia-Pacific Corporation for vesting purposes.
VII-4.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group
VII-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX VIII
SALISBURY, NORTH CAROLINA - U.P.I.U. LOCAL NO. 1730
VIII-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special Appendix
shall mean the hourly-paid Employees of the Company employed
at Salisbury, North Carolina facility (Plant #375) who are
covered by the collective bargaining agreement between the
Company and the United Paperworkers International Union
("Union") on behalf of Local No. 1730.
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible to
enroll in the Plan, pursuant to Section 2.1, effective as of
the first day of the first payroll period following completion
of his 60-day probationary period in accordance with the
collective bargaining agreement between the Company and the
Union.
VIII-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 but not in
excess of 16 percent of his Compensation.
VIII-3.1 VESTING.
(a) ACCELERATED VESTING. In addition to the provisions of Article
V regarding vesting, a Participant covered by this Special
Appendix shall be fully vested in his Matching Company
Contributions if the Participant loses his job by facility
shutdown.
(b) SERVICE. For purposes of determining the vesting of a
Participant covered by this Special Appendix, the
Participant's Service shall include any period of employment
with Georgia-Pacific Corporation and with any entity acquired
by Georgia-Pacific Corporation and recognized by
Georgia-Pacific Corporation for vesting purposes.
VIII-4.1 WITHDRAWALS.
(a) HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
(b) OTHER WITHDRAWALS. Section 6.1(a) of the Plan is not
applicable to the Covered Group.
VIII-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX IX
RUTHERFORDTON, NORTH CAROLINA
IX-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special Appendix
shall mean the hourly-paid Employees of the Company employed
at its Rutherfordton, North Carolina facility (Plant #373) who
are not covered by any collective bargaining agreement.
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible to
enroll in the Plan on his date of hire.
IX-2.1 CONTRIBUTIONS.
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 but not in
excess of 16 percent of his Compensation.
(b) MATCHING COMPANY CONTRIBUTIONS. Subject to Section 4.1, the
Company shall make Matching Company Contributions on behalf of
each Participant equal to 25 percent of the Salary Deferral
Contributions made by the Participant. Such Matching Company
Contributions shall be made on the first 4 percent of the
Participant's Salary Deferral Contributions, and shall not
exceed 1 percent of the Participant's Compensation.
IX-3.1 VESTING.
(a) ACCELERATED VESTING. In addition to the provisions of Article
V regarding vesting, a Participant covered by this Special
Appendix shall be fully vested in his Matching Company
Contributions if the Participant loses his job by facility
shutdown.
(b) SERVICE. For purposes of determining the vesting of a
Participant covered by this Special Appendix, a Participant's
Service shall include any period of employment with
Georgia-Pacific Corporation and with any entity acquired by
Georgia-Pacific corporation and recognized by Georgia-Pacific
Corporation for vesting purposes.
IX-4.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
IX-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX X
FILER CITY, MICHIGAN - U.S.W.A. LOCAL NO. 12585
X-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the Employees of the Company
employed at its mill in Filer City, Michigan (Plant
#622) who are covered by the collective bargaining
agreement between the Company and the United Steel
Workers of America ("Union") on behalf of Local No.
12585.
(b) ENROLLMENT IN PLAN. A Covered Employee shall be
eligible to enroll in the Plan in accordance with
Section 2.1.
X-2.1 CONTRIBUTIONS.
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee
may elect to reduce his Compensation pursuant to
Section 3.1 but not in excess of 8 percent of
his Compensation.
(b) ROLLOVER CONTRIBUTIONS. Section 3.6 of the Plan is
not applicable to the Covered Group.
X-3.1 VESTING. All Participants shall be immediately and fully vested in their
Accounts.
X-4.1 WITHDRAWALS.
(a) Section 6.1(a) of the Plan is not applicable to the
Covered Group.
(b) Section 6.1(b) of the Plan is not applicable to the
Covered Group.
(c) Matching Company Contributions may also be withdrawn
pursuant to the provisions of Section 6.6.
X-5.1 LOANS. Section 6.2 of the Plan is not applicable to the Covered Group.
X-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XI
DIXIE CONTAINER CORPORATION
XI-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group for the purposes of this
Special Appendix shall be those persons who were employed by
Dixie Container (Plant #316) who had amounts credited to their
accounts under the Dixie Container Corporation Pre-Tax Savings
Plan on August 1, 1997.
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible to
enroll in the Plan in accordance with Section 2.1.
XI-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect to reduce
his Compensation pursuant to Section 3.1 of the Plan but not in excess
of 16 percent of his Compensation.
XI-3.1 VESTING. A Covered Employee shall be fully vested in that portion of
his Account Balance attributable to his or her participation in the
Dixie Container Corporation Pre-Tax Savings Plan.
XI-4.1 WITHDRAWALS.
(a) IN GENERAL. Except as provided in this Section and in Section
6.6, no distribution shall be made to a Covered Employee until
he has terminated employment with Dixie Container and all
Affiliates of the Company.
(b) HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XI-5.1 DISTRIBUTIONS. A Covered Employee who terminates employment with
Dixie Container and all Affiliates on or after retirement age or who
so terminates due to a Disability shall be entitled to a
distribution of that portion of his Account Balance attributable to
his or her participation in the Dixie Container Corporation Pre-Tax
Savings Plan payable in a lump sum amount or payable in monthly,
quarterly, semiannual or annual installments over ten years, but not
to exceed the joint and last survivor life expectancy of the Covered
Employee and his Beneficiary as determined under Treasury regulation
1.72-9. In no case shall the distribution be less than the amount
required by Treasury regulation 1.401(a)(9)-2 (relating to the
minimum distribution incidental benefit rule).
XI-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XII
WACO, TEXAS
XII-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special Appendix
shall mean the hourly-rated Employees of the Company at its
Waco, Texas (Plant #392) and Lux (Plant #343) facilities.
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible to
enroll in the Plan in accordance with Section 2.1 of the Plan.
XII-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 but not in
excess of 16 percent of his Compensation.
XII-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XII-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XIII
WINDSOR, COLORADO
XIII-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special Appendix
shall mean the hourly-rated Employees of the Company at its
Windsor, Colorado facility (Plant #387).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible to
enroll in the Plan in accordance with Section 2.1 of the Plan.
XIII-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 but not in
excess of 16 percent of his Compensation.
XIII-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XIII-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XIV
EDMORE, MICHIGAN
XIV-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special Appendix
shall mean the hourly-rated Employees of the Company employed
at its Edmore, Michigan facility (Plant #321).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible to
enroll in the Plan in accordance with Section 2.1 of the Plan.
XIV-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 but not in
excess of 8 percent of his Compensation.
XIV-3.1 WITHDRAWALS.
(a) HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
(b) OTHER WITHDRAWALS. Section 6.1(a) of the Plan is not
applicable to the Covered Group.
XIV-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XV
TRAVERSE CITY, MICHIGAN
XV-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special Appendix
shall mean the hourly rated Employees of the Company employed
at its Traverse City, Michigan facility (Plant #121).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible to
enroll in the Plan in accordance with Section 2.1 of the Plan.
XV-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 but not in
excess of 16 percent of his Compensation.
XV-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XV-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XVI
BURNSVILLE, MISSISSIPPI, SELMER, TENNESSEE, AND FULTON, MISSISSIPPI
XVI-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special Appendix
shall mean the hourly-rated Employees of the Company employed
at its Burnsville, Mississippi (Plant #707), Selmer, Tennessee
(Plant #706), and Fulton, Mississippi (Plant #705) facilities.
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible to
enroll in the Plan in accordance with Section 2.1 of the Plan.
XVI-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 but not in
excess of 16 percent of his Compensation.
XVI-3.1 VESTING. In lieu of the vesting schedule of Section 4.1, a
Participant shall be 100% vested in the Matching Company
Contributions .
XVI-4.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XVI-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XVII
ALLENTOWN, PENNSYLVANIA
XVII-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special Appendix
shall mean the hourly-rated Employees of the Company employed
at its Allentown, Pennsylvania facility (Plant #339).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible to
enroll in the Plan in accordance with Section 2.1 of the
Plan.
XVII-2.1 CONTRIBUTIONS.
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 but not in
excess of 16 percent of his Compensation.
(b) SPECIAL MATCHING COMPANY CONTRIBUTIONS. The Company may at
any time at its discretion elect to make a Special Matching
Company Contribution.
XVII-3.1 SERVICE. Years of Service with Corri Acres Design & Packaging will
be recognized under the Plan for eligibility and vesting purposes.
XVII-4.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not applicable
to the Covered Group.
XVII-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XVIII
SYRACUSE, NEW YORK
XVIII-1.1 ELIGIBILITY
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company at its Syracuse, New York facility (Plant #384).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
XVIII-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 but not in
excess of 8 percent of his Compensation.
XVIII-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XVIII-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XIX
OMAHA, NEBRASKA
XIX-1.1 ELIGIBILITY
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company employed at its Omaha, Nebraska facility (Plants
#359 and 360).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
XIX-2.1 CONTRIBUTIONS
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may
elect to reduce his Compensation pursuant to Section 3.1
but not in excess of 8 percent of his Compensation.
(b) MATCHING COMPANY CONTRIBUTIONS. Article IV of the Plan
does not apply to the Covered Group.
XIX-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XIX-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XX
MINNEAPOLIS GOLDEN VALLEY, MINNESOTA
XX-1.1 ELIGIBILITY
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company at its Minneapolis Golden Valley, Minnesota
facility (Plant #362).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
XX-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 but not in
excess of 8 percent of his Compensation.
XX-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XX-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XXI
NEWARK, OHIO
XXI-1.1 ELIGIBILITY
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company at its Newark, Ohio facility (Plant #365).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
XXI-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect to
reduce his Compensation pursuant to Section 3.1 but not in
excess of 8 percent of his Compensation.
XXI-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XXI-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XXII
EL PASO, TEXAS
XXII-1.1 ELIGIBILITY
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company at its El Paso, Texas facility (Plant #327).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
XXII-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect to
reduce his Compensation pursuant to Section 3.1 but not in
excess of 16 percent of his Compensation.
XXII-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XXII-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XXIII
MARSHALLTOWN, IOWA
XXIII-1.1 ELIGIBILITY
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company at its Marshalltown, Iowa facility (Plant #352).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be a
Covered Employee pursuant to Section 2.1 of the Plan.
XXIII-2.1 CONTRIBUTIONS
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may
elect to reduce his Compensation pursuant to Section 3.1
but not in excess of 8 percent of his Compensation.
(b) MATCHING COMPANY CONTRIBUTIONS. Subject to Section 4.1,
the Company shall make Matching Company Contributions on
behalf of each Participant who is a member of the
Covered Group equal to 25 percent of the Salary Deferral
Contributions made by the Participant. Such Matching
Company Contributions shall be made on the first 4
percent of the Participant's Salary Deferral
Contributions, and shall not exceed 1 percent of the
Participant's Compensation.
XXIII-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XXIII-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XXIV
ASHLAND, OHIO
XXIV-1.1 ELIGIBILITY
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company employed at its Ashland, Ohio facility (Plant
#307).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
XXIV-2.1 CONTRIBUTIONS
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may
elect to reduce his Compensation pursuant to Section 3.1
but not in excess of 8 percent of his Compensation.
(b) MATCHING COMPANY CONTRIBUTIONS. Article IV of the Plan
does not apply to the Covered Group.
XXIV-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XXIV-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XXV
NORTHAMPTON, MASSACHUSETTS
XXV-1.1 ELIGIBILITY
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company employed at its Northampton, Massachusetts
facility (Plant #357).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
XXV-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 but not in
excess of 16 percent of his Compensation.
XXV-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XXV-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XXVI
HARRISONBURG, VIRGINIA
XXVI-1.1 ELIGIBILITY
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company employed at its Harrisonburg, Virginia facility
(Plant #333).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
XXVI-2.1 CONTRIBUTIONS
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may
elect to reduce his Compensation pursuant to Section 3.1
but not in excess of 8 percent of his Compensation.
(b) MATCHING COMPANY CONTRIBUTIONS. Article IV of the Plan
does not apply to the Covered Group.
XXVI-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XXVI-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XXVII
VINCENNES, INDIANA
XXVII-1.1 ELIGIBILITY
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company employed at its Vincennes, Indiana facility
(Plant #390).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
XXVII-2.1 CONTRIBUTIONS
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may
elect to reduce his Compensation pursuant to Section 3.1
but not in excess of 8 percent of his Compensation.
(b) MATCHING COMPANY CONTRIBUTIONS. Article IV of the Plan
does not apply to the Covered Group.
XXVII-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XXVII-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XXVIII
OXNARD, CALIFORNIA
XXVIII-1.1 ELIGIBILITY
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company employed at its Oxnard, California facility
(Plant #363).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
XXVIII-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect to
reduce his Compensation pursuant to Section 3.1 but not in
excess of 16 percent of his Compensation.
XXVIII-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XXVIII-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XXIX
PHOENIX, ARIZONA
XXIX-1.1 ELIGIBILITY
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company employed at its Phoenix, Arizona facility (Plant
#369).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
XXIX-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 but not in
excess of 16 percent of his Compensation.
XXIX-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XXIX-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XLV
KNOXVILLE, TENNESSEE
XLV-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company at its Knoxville, Tennessee facility (Plant
#338).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
XLV-2.1 CONTRIBUTIONS.
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may
elect to reduce his Compensation pursuant to Section 3.1
of the Plan but not in excess of 16 percent of his
Compensation.
(b) MATCHING COMPANY CONTRIBUTIONS. Section 4.1 of the Plan
is not applicable to the Covered Group.
XLV-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XLV-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN
FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XLVI
ACKERMAN, MISSISSIPPI
XLVI-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company at its Ackerman, Mississippi facility (Plant
#702).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
XLVI-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 of the Plan
but not in excess of 8 percent of his Compensation.
XLVI-3.1 VESTING. In lieu of the vesting schedule of Section 4.1, a
Participant shall be 100% vested in the Matching Company
Contributions .
XLVI-4.1 WITHDRAWALS.
(a) HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
(b) OTHER WITHDRAWALS. Section 6.1(a) of the Plan is not
applicable to the Covered Group.
XLVI-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN
FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XLVII
ROANOKE, VIRGINIA
XLVII-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company at its Roanoke, Virginia facility (Plant #371).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
XLVII-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect to
reduce his Compensation pursuant to Section 3.1 of the Plan
but not in excess of 16 percent of his Compensation.
XLVII-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XLVII-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN
FOR HOURLY EMPLOYEES
SPECIAL APPENDIX XLVIII
NEWBERRY, SOUTH CAROLINA
XLVIII-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company at its Newberry, South Carolina facility (Plant
#366).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
XLVIII-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 of the Plan
but not in excess of 8 percent of his Compensation.
XLVIII-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
XLVIII-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN
FOR HOURLY EMPLOYEES
SPECIAL APPENDIX IL
RICHMOND, VIRGINIA
IL-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company at its Richmond, Virginia facility (Plant #370).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
IL-2.1 CONTRIBUTIONS.
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may
elect to reduce his Compensation pursuant to Section 3.1
of the Plan but not in excess of 8 percent of his
Compensation.
(b) MATCHING COMPANY CONTRIBUTIONS. Section 4.1 of the Plan
is not applicable to the Covered Group.
IL-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
IL-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN
FOR HOURLY EMPLOYEES
SPECIAL APPENDIX L
LANCASTER, PENNSYLVANIA
L-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company at its Lancaster, Pennsylvania facility (Plant
#344).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
L-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 of the Plan
but not in excess of 8 percent of his Compensation.
L-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
L-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN
FOR HOURLY EMPLOYEES
SPECIAL APPENDIX LI
ARLINGTON, TEXAS
LI-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company at its Arlington, Texas facility (Plant #314).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
LI-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 of the Plan
but not in excess of 8 percent of his Compensation.
LI-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
LI-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN
FOR HOURLY EMPLOYEES
SPECIAL APPENDIX LII
SALT LAKE CITY, UTAH
SPECIALTY AND CONTAINER FACILITIES
LII-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company at its Salt Lake City, Utah, Specialty and
Container facilities (Plant #376 and #377).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
LII-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 of the Plan
but not in excess of 8 percent of his Compensation.
LII-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
LII-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN
FOR HOURLY EMPLOYEES
SPECIAL APPENDIX LIII
GRANDVILLE MICHIGAN
LIII-1.1 ELIGIBILITY.
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company at its Grandville, Michigan facility
(Plant #326)
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
LIII-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 of the Plan
but not in excess of 8 percent of his Compensation.
LIII-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
LIII-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX LIV
MINNEAPOLIS, MINNESOTA
LIV-1.1 ELIGIBILITY
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company at its Minneapolis, Minnesota facility (Plant
#355).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
LIV-2.1 CONTRIBUTIONS
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may
elect to reduce his Compensation pursuant to Section 3.1
but not in excess of 8 percent of his Compensation.
(b) MATCHING COMPANY CONTRIBUTIONS. Subject to Section 4.1,
the Company shall make Matching Company Contributions on
behalf of each Participant who is a member of the
Covered Group equal to 25 percent of the Salary Deferral
Contributions made by the Participant. Such Matching
Company Contributions shall be made on the first 4
percent of the Participant's Salary Deferral
Contributions, and shall not exceed 1 percent of the
Participant's Compensation.
LIV-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
LIV-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX LV
AKRON, OHIO
LV-1.1 ELIGIBILITY
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company at its Akron, Ohio facility (Plant #312).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
LIV-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 but not in
excess of 8 percent of his Compensation.
LIV-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
LV-1
<PAGE>
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX LVI
PLYMOUTH, MICHIGAN
LVI-1.1 ELIGIBILITY
(a) COVERED GROUP. The Covered Group under this Special
Appendix shall mean the hourly-rated Employees of the
Company at its Plymouth, Michigan facility (Plant #364).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be eligible
to enroll in the Plan in accordance with Section 2.1 of
the Plan.
LVI-2.1 SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee may elect
to reduce his Compensation pursuant to Section 3.1 but not in
excess of 8 percent of his Compensation.
LVI-3.1 HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is not
applicable to the Covered Group.
LVI-1
<PAGE>
<PAGE>
FIRST AMENDMENT OF PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
(Effective February 1, 2000)
Pursuant to the authority set forth in Article XII, Section 12.1
thereof, the Packaging Corporation of America Thrift Plan for Hourly
Employees (the "plan") is hereby amended as follows:
1. Section 3.6 of the Plan is hereby amended by deleting the
first sentence thereof and substituting the following therefor, effective
February 1, 2000:
"Unless prohibited under a Special Appendix to the Plan, an
Employee may rollover (or a fiduciary or custodian holding an Employee's
interest may transfer) to the Fund any balances to the Employee's credit in
another plan (or individual retirement arrangement) qualified under the Code,
provided such rollover is permitted tax-free to the Employee (as provided in
Code Section 402(c))."
2. New Special Appendix LVII shall be added to the Plan as
follows, effective March 1, 2000:
"PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX LVII
MUSKOGEE, OKLAHOMA
LVII-1.1 ELIGIBILITY
(a) COVERED GROUP. Effective as of March 1, 2000, the
Covered Group under this Special Appendix shall mean
the hourly-rated Employees of the Company employed
at its Muskogee, Oklahoma facility (Plant #351).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be
eligible to enroll in the Plan in accordance with
Section 2.1 of the Plan.
LVII-2.1 CONTRIBUTIONS
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee
may elect to reduce his Compensation pursuant to
Section 3.1 but not in excess of 16 percent of his
Compensation.
LVII-3.1 WITHDRAWALS
(a) HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is
not applicable to the Covered Group."
<PAGE>
3. New Special Appendix LVII shall be added to the Plan as
follows, effective March 1, 2000:
"PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX LVIII
MINNEAPOLIS SPECIALTY, MINNESOTA
LVIII-1.1 ELIGIBILITY
(a) COVERED GROUP. Effective as of March 1, 2000, the
Covered Group under this Special Appendix shall mean
the hourly-rated Employees of the Company employed
at its Minneapolis Specialty, Minnesota facility
(Plant #356).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be
eligible to enroll in the Plan in accordance with
Section 2.1 of the Plan.
LVIII-2.1 CONTRIBUTIONS
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee
may elect to reduce his Compensation pursuant to
Section 3.1 but not in excess of 16 percent of his
Compensation.
(b) MATCHING COMPANY CONTRIBUTIONS. Subject to Section
4.1, the Company shall make Matching Company
Contributions on behalf of each Participant who is a
member of the Covered Group equal to 25 percent of
the Salary Deferral Contributions made by such
Participant. Such Matching Company Contributions
shall be made on the first 4 percent of the
Participant's Salary Deferral Contributions, and
shall not exceed 1 percent of the Participant's
Compensation.
LVIII-3.1 WITHDRAWALS
(a) HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is
not applicable to the Covered Group."
-2-
<PAGE>
4. New Special Appendix LIX shall be added to the Plan as
follows, effective March 1, 2000:
"PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX LIX
BOLIVAR, TENNESSEE
LIX-1.1 ELIGIBILITY
(a) COVERED GROUP. Effective as of March 1, 2000, the
Covered Group under this Special Appendix shall mean
the hourly-rated Employees of the Company employed
at its Bolivar, Tennessee facility (Plant #320).
(b) ENROLLMENT IN PLAN. A Covered Employee shall be
eligible to enroll in the Plan in accordance with
Section 2.1 of the Plan.
LIX-2.1 CONTRIBUTIONS
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee
may elect to reduce his Compensation pursuant to
Section 3.1 but not in excess of 16 percent of his
Compensation.
(b) MATCHING COMPANY CONTRIBUTIONS. Article IV of the
Plan does not apply to the Covered Group.
LIX-3.1 WITHDRAWALS
(a) HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is
not applicable to the Covered Group."
-3-
<PAGE>
5. New Special Appendix LX shall be added to the Plan as follows,
effective April 1, 2000:
"PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX LX
GAS CITY, INDIANA
LX-1.1 ELIGIBILITY
(a) COVERED GROUP. Effective as of April 1, 2000, the
Covered Group under this Special Appendix shall mean
the hourly-rated Employees of the Company employed
at its Gas City, Indiana facility (Plan #323) who
are covered by the collective bargaining agreement
between the Company and the GMPP on behalf of Local
No. 37.
(b) ENROLLMENT IN PLAN. A covered Employee shall be
eligible to enroll in the Plan in accordance with
Section 2.1 of the Plan.
LX-2.1 CONTRIBUTIONS
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee
may elect to reduce his Compensation pursuant to
Section 3.1 but not in excess of 8 percent of his
Compensation.
LX-3.1 WITHDRAWALS
(a) HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is
not applicable to the Covered Group."
-4-
<PAGE>
6. New Special Appendix LXI shall be added to the Plan as
follows, effective June 1, 2000:
"PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
SPECIAL APPENDIX LXI
GRAFTON, WEST VIRGINIA
LXI-1.1 ELIGIBILITY
(a) COVERED GROUP. Effective June 1, 2000, the Covered
Group under this Special Appendix shall mean the
hourly-rated Employees of the Company employed at
its Grafton, West Virginia facility (Plant #325) who
are covered by the collectively bargaining agreement
between the Company and the PACE on behalf of Local
No. 753.
(b) ENROLLMENT IN THE PLAN. A Covered Employee shall be
eligible to enroll in the Plan in accordance with
Section 2.1 of the Plan.
LXI-2.1 CONTRIBUTIONS
(a) SALARY DEFERRAL CONTRIBUTIONS. A Covered Employee
may elect to reduce his Compensation pursuant to
Section 3.1 but not in excess of 8 percent of his
Compensation.
LXI-3.1 WITHDRAWALS
(a) HARDSHIP WITHDRAWALS. Section 6.6 of the Plan is
not applicable to the Covered Group."
IN WITNESS WHEREOF, and as conclusive evidence of the adoption of
the foregoing, Packaging Corporation of America causes these presents to be
duly executed by its proper officer thereunto duly authorized this 29th day
of February, 2000.
PACKAGING CORPORATION OF AMERICA
By: /s/ Andrea L. Davey
--------------------------------
Its: VPHR
--------------------------------
-5-
<PAGE>
EXHIBIT 4.6
PACKAGING CORPORATION OF AMERICA
RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES
EFFECTIVE FEBRUARY 1, 2000
<PAGE>
PACKAGING CORPORATION OF AMERICA
RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES
EFFECTIVE FEBRUARY 1, 2000
<TABLE>
<CAPTION>
<S> <C>
ARTICLE I - DEFINITIONS........................................................................1
ARTICLE II - PARTICIPATION................................................................... 10
2.1 Enrollment in Plan......................................................... 10
2.2 Reenrollment............................................................... 10
2.3 Transfer to a Related Entity or Change in Employment Status.................11
ARTICLE III - SALARY DEFERRAL CONTRIBUTIONS...................................................12
3.1 Salary Deferral Contributions...............................................12
3.2 Maximum Amount of Salary Deferral Contributions.............................12
3.3 Variation, Discontinuance and Resumption of Contributions...................12
3.4 Limitation on Salary Deferral Contributions.................................13
3.5 Definitions.................................................................14
3.6 Rollover Contributions......................................................15
ARTICLE IV - Company Contributions............................................................16
4.1 Company Retirement Contributions............................................16
4.2 Matching Company Contributions..............................................16
4.3 Limitation on Matching Company Contributions................................17
4.4 Two or More Plans...........................................................17
4.5 Multiple Use of Alternative Limitation......................................18
4.6 Limitation on Contributions and Benefits....................................19
4.7 Restrictions on Salary Deferral Contributions for
Highly Compensated Employees................................................20
4.8. Top-Heavy Requirements......................................................20
ARTICLE V - VESTING AND SETTLEMENT OF ACCOUNTS................................................21
5.1 Vesting.....................................................................21
5.2 Payment of Accounts.........................................................21
5.3 Commencement of Benefits....................................................22
5.4 Payment upon Death of Participant...........................................23
5.5 Reemployment................................................................23
5.6 Missing Participants........................................................24
ARTICLE VI - WITHDRAWALS AND LOANS............................................................26
6.1 In-Service Withdrawals......................................................26
6.2 Loans.......................................................................26
6.3 Asset Values................................................................27
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
6.4 Termination Prior to Distribution...........................................27
6.5 Withdrawals by Alternate Payees.............................................27
ARTICLE VII - ADMINISTRATION..................................................................28
7.1 Named Fiduciary.............................................................28
7.2 Administrative Committee....................................................28
7.3 Powers. ...................................................................29
7.4 Duties. ...................................................................30
ARTICLE VIII - INVESTMENT OF TRUST FUNDS......................................................32
8.1 Investment Committee........................................................32
8.2 Powers and duties...........................................................32
8.3 Designation of Investment Options by Participants...........................33
8.4 Rules Governing Investments. ..............................................33
8.5 Delegation..................................................................36
8.6 Standard of Care............................................................36
8.7 Compensation................................................................37
8.8 Notification................................................................37
ARTICLE IX - FUNDING..........................................................................38
9.1 Employer Contribution Irrevocable...........................................38
9.2 Exceptions to Irrevocability................................................38
ARTICLE X - EXPENSES OF THE PLAN..............................................................39
10.1 Administrative Expenses.....................................................39
10.2 Other Expenses. ...........................................................39
ARTICLE XI - TRUSTEE..........................................................................40
11.1 Appointment.................................................................40
11.2 Powers and Duties...........................................................40
11.3 Successor Trustee...........................................................40
11.4 Use of Trust Funds..........................................................40
11.5 Incorporation of Trust Agreement............................................41
ARTICLE XII - AMENDMENT AND TERMINATION OF PLAN AND MERGER....................................42
12.1 Amendment of Plan...........................................................42
12.2 Termination of Plan.........................................................42
12.3 Merger of Plan and Transfer of Assets.......................................43
ARTICLE XIII - MISCELLANEOUS..................................................................44
13.1 Rights Not Assignable.......................................................44
13.2 Plan Not a Contract of Employment...........................................44
13.3 Agent for Service of Process................................................45
13.4 Controlling Law.............................................................45
</TABLE>
ii
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
13.5 Facility of Payment............................................................................45
13.6 Eligible Rollover Distribution.................................................................45
13.7 Qualified Military Service.....................................................................47
13.8 Loan Repayments During Military Service........................................................47
ARTICLE XIV - RELATED ENTITIES...................................................................................48
14.1 Adoption of Plan...............................................................................48
14.2 Withdrawal from Plan...........................................................................48
ARTICLE XV - CLAIMS FOR BENEFITS.................................................................................50
15.1 Claims for Benefits. .........................................................................50
15.2 Denial of Claim. .............................................................................50
15.3 Procedure for Review of Denied Claims..........................................................51
Exhibit A........................................................................................................53
</TABLE>
iii
<PAGE>
The Packaging Corporation of America Retirement Savings Plan for Salaried
Employees is hereby adopted effective February 1, 2000, except as otherwise
expressly provided, to read as follows:
ARTICLE I
DEFINITIONS
Words and phrases are defined in this Article I for purposes
of the Trust Agreement as well as the Plan.
1.1 "Accounts" means the separate bookkeeping accounts
maintained for each Participant as part of the Trust Fund, to which are credited
all Plan Contributions and any income, gains, expenses and losses accruing with
respect thereto. The following Accounts, as appropriate, shall be maintained for
each Participant:
(a) a "Salary Deferral Contributions Account";
(b) a "Company Retirement Contributions Account";
(c) a "Matching Company Contributions Account", for all
Matching Company Contributions accrued under the Plan
or under the Tenneco Thrift Plan on or after January
1, 1993;
(d) a "Pre-1993 Matching Company Contributions Account";
(e) an "Employee Contributions Account";
(f) a "Rollover Contributions Account"; and
(g) a "Loan Account".
The Plan Administrator may, in his discretion, establish additional Accounts or
subaccounts as he deems appropriate.
<PAGE>
1.2 "Account Balance" means the aggregate fair market value of
the assets held for the account of a Participant.
1.3 "Beneficiary" means any person validly designated in
accordance with procedures established under the Plan by a Participant to
receive payments under the Plan due after the Participant's death. To be
effective, a designation must be in writing and in such form as has been
approved by the Plan Administrator, signed by the Participant, and filed with
the Plan Administrator. If the Participant is married at the time of death and
the designated beneficiary is a person other than the Participant's spouse, such
designation shall not be effective unless the spouse specifically consents to
such beneficiary in writing which acknowledges the effect of the consent and
which is witnessed by a notary public or Plan representative designated for such
purpose by the Plan Administrator. Any change in such non-spouse beneficiary
shall require another such consent by the spouse. If the designated Beneficiary
predeceases the Participant, or if no Beneficiary is designated, payments under
the Plan after the date of the Participant's death shall be paid to the
Participant's spouse, if one is living at the date of the Participant's death,
and, if not, to the Participant's estate.
1.4 A "Break in Service" shall occur when an Employee whose
employment with the Employer has terminated has a Period of Severance of at
least twelve consecutive months.
1.5 "Code" means the Internal Revenue Code of 1986, as
amended.
2
<PAGE>
1.6 "Company" means Packaging Corporation of America and its
successors by merger, consolidation or sale of assets.
1.7 "Company Retirement Contributions" means the Employer's
contributions pursuant to Section 4.1.
1.8 "Compensation" means the regular base compensation (or
temporary part-time compensation) and sales commissions, including Salary
Deferral Contributions under the Plan and any compensation reductions agreed to
by the Participant pursuant to any cafeteria plan, as described by Section 125
of the Code, paid to a Participant for services rendered as an Employee under
rules uniformly applied by the Employer to all Participants in similar
circumstances. The specific items of compensation that are included or excluded,
as applicable, from Compensation are reflected in the Earnings Code chart
attached as Exhibit B. The Plan Administrator may modify or revise the Earnings
Code chart in a manner consistent with the above definition of Compensation
without the approval of the Board of Directors of the Company. Notwithstanding
any other provision of the Plan, "Compensation" shall not include compensation
greater than $150,000 per year, adjusted as provided by the Code, nor shall such
compensation be used for any purpose under the Plan.
1.9 "Effective Date" means February 1, 2000 except as may
otherwise be provided in a Special Appendix.
1.10 An "Employee" means any employee who is classified by his
or her Employer as a "salaried" employee and whose hours of work, salary or
wage, and other working
3
<PAGE>
conditions are not governed by the provisions of a collective bargaining
agreement unless that agreement expressly provides for participation in the
Plan. Notwithstanding any provision of the Plan to the contrary, the term
Employee shall not include for any purpose of the Plan any independent
contractor or leased employee who performs services for the Company or an
Affiliate or any other individual performing services who is not classified as
an 'employee' by the Company. To the extent required by Code Section 414(n), a
'leased employee' shall be treated as an Employee but shall not be eligible to
participate in the Plan. To the extent required by Code Section 414(o),
individuals who are not otherwise Employees shall be treated as Employees but
shall not be eligible to participate in this Plan.
1.11 "Employee Contributions" means the Employee's
contributions to the Tenneco Thrift Plan by payroll deduction prior to April 1,
1984.
1.12 "Employer" means the Company and such other Related
Entities as shall, with the consent of the Company, adopt this Plan. The
Employers are those entities listed in Exhibit A hereto.
1.13 "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended from time to time.
1.14 "Hour of Service" means each hour for which an Employee
is paid by the Company or a Related Entity for the performance of duties for
such Employer.
1.15 "Matching Company Contributions" means the Employer's
contributions, as provided in Section 4.2.
4
<PAGE>
1.16 "Participant" means any person who has been enrolled in
the Plan and whose entire Account Balance has not been distributed. Participant
also includes any former Employee who was actively employed by the Company as of
April 12, 1999 and who was a Participant in the Tenneco Thrift Plan as of the
Effective Date.
1.17 "Period of Severance" means a period that begins on a
Severance from Service Date and ends on the first date thereafter on which an
Employee performs an Hour of Service.
1.18 "Plan" means the Packaging Corporation of America
Retirement Savings Plan for Salaried Employees, as in effect from time to time.
1.19 "Plan Administrator" shall mean the Administrative
Committee or any person or persons designated by the Administrative Committee to
act as Plan Administrator in accordance with Section 7.2(c).
1.20 "Plan Year" means a calendar year, provided that there
will be a short initial Plan Year beginning on the Effective Date and ending on
December 31, 2000.
1.21 "Related Entity" means (i) any business entity which is a
member of a "controlled group of corporations", or a group of "trades or
businesses under common control", of which the Company is a member, within the
meaning of Sections 414(b) or 414(c) of the Code, or (ii) any corporation,
company, partnership, joint venture or other business which has
5
<PAGE>
been designated as a "Related Entity" by the Plan Administrator, but only to the
extent so designated.
1.22 "Salary Deferral Contributions" means the contributions
made to the Trust pursuant to a salary deferral authorization of the
Participant, as provided in Section 3.1.
1.23 "Severance from Service Date" means the earlier of:
(a) the date on which an Employee quits, retires, is
determined to be Totally Disabled pursuant to Section
1.25, is discharged, dies or otherwise ceases to be
an Employee; or
(b) the first anniversary of the last date on which the
Employee had an Hour of Service, unless the Employee
has an approved period of absence. An Employee has an
approved period of absence only if such absence was
authorized by the Employer and the Employee returns
to active service within the authorized time.
Notwithstanding the foregoing, in the case of an absence from work, for
maternity or paternity reasons, the Severance from Service Date means the first
anniversary of such absence. For purposes of this paragraph, an absence from
work for maternity or paternity reasons means an absence --
(1) by reason of the pregnancy of the individual,
(2) by reason of the birth of the child of the
individual,
(3) by reason of the placement of the child with the
individual in connection with the adoption of such
child by such individual, or
6
<PAGE>
(4) for purposes of caring for such child for a period
beginning immediately following such birth or
placement;
7
<PAGE>
provided, that the individual furnishes to the Plan Administrator such timely
information as it may reasonably require to establish that the absence is for
the reasons referred to above, and the duration of such absence.
1.24 "Special Appendix" means a special appendix to the Plan.
The terms of any Special Appendix shall govern with respect to the Employees
covered thereby notwith standing any other provision of the Plan.
1.25 "Total Disability" means any medically determinable
physical or mental impairment which (i) throughout the 12 consecutive month
period ending on the date the Participant ceased to be actively at work,
prevented the Participant from engaging in his or her regular employment, and
(ii) is expected to continue to prevent the Participant from engaging in his or
her regular employment indefinitely. The determination of whether or not the
requirements for "Total Disability" have been satisfied shall be made by the
Plan Administrator from the Participant's medical records and other relevant
evidence. The Plan Administrator may require a Participant to be examined by a
physician or physicians designated by the Plan Administrator.
1.26 "Trust" means the fund held under the Trust Agreement or
Trust Agreements.
1.27 "Trust Agreement" means the Packaging Corporation of
America Retirement Savings Plan for Salaried Employees Trust Agreement.
8
<PAGE>
1.28 "Trustee" means any Trustee appointed by the Board of
Directors of the Company.
1.29 "Vest" or "Vested" means the nonforfeitable right of a
Participant to receive some portion or all of his or her Account Balance
attributable to Company Retirement Contributions in accordance with the terms of
the Plan.
1.30 "Year of Service" means a twelve month period of service,
computed in accordance with Treasury Regulations Section 1.410(a)-7. All Years
of Service and partial Years of Service shall be counted to determine an
Employee's eligibility for enrollment in the Plan, eligibility to share in
the Company Retirement Contribution, and to determine whether the Participant
is Vested, except for the following:
(a) An Employee who is rehired prior to incurring a Break
In Service shall receive credit for Years of Service
prior to and including the Period of Severance.
(b) An Employee who is rehired after incurring a Break In
Service where the Period of Severance extends for
less than 60 consecutive months shall receive credit
for Years of Service prior to the Break In Service
but shall not receive credit for Years of Service
during the Period of Severance.
(c) A non-Vested Employee who is rehired after incurring
a Break In Service where the Period of Severance
extends longer than 60 consecutive months shall not
receive credit for Years of Service prior to the
Break In Service or during the Period of Severance.
Wherever appropriate, words used in this document in the
singular shall denote the plural, or the plural shall denote the singular, the
masculine shall denote the feminine, and the feminine shall denote the
masculine.
9
<PAGE>
ARTICLE II
PARTICIPATION
2.1 ENROLLMENT IN PLAN. Any Participant who was enrolled in the
Tenneco Thrift Plan as of April 12, 1999 and who continues to be an Employee of
an Employer as of the Effective Date shall automatically be enrolled in the Plan
except as otherwise provided hereunder. Every other Employee of an Employer
shall be enrolled in the Plan on the first day of the calendar month after:
(a) the 6-month anniversary of his or her date of
employment; and
(b) he or she has made written application in a manner
acceptable to the Plan Administrator; and
(c) he or she has properly authorized the Employer to
make Salary Deferral Contributions on his or her
behalf.
Notwithstanding the foregoing, an Employee of an Employer will not be enrolled
in the Plan on the date the Employee would otherwise be enrolled if he or she
has ceased to be an Employee prior to such date or if he or she is on an
approved leave of absence on such date. However, such Employee will be enrolled
in the Plan on the first day of the calendar month which coincides with or
immediately follows the date he or she returns to active service as an Employee
of an Employer, provided he or she has met the requirements of (a), (b) and (c)
above.
2.2 REENROLLMENT. Any former Participant who is reemployed after
a termination of employment with the Employers shall be reenrolled in the Plan
on the first day of the calendar month after he or she has again become an
Employee of an Employer and has met the requirements of (b) and (c) of Section
2.1 above.
10
<PAGE>
2.3 TRANSFER TO A RELATED ENTITY OR CHANGE IN EMPLOYMENT STATUS.
If a Participant ceases to be an Employee of an Employer, but remains in the
employ of the Employer, no contributions may be made until such person again
becomes an Employee of an Employer and authorizes Salary Deferral Contributions.
11
<PAGE>
ARTICLE III
SALARY DEFERRAL CONTRIBUTIONS
3.1 AUTHORIZATION OF CONTRIBUTIONS. An Employee of an Employer
who is eligible to enroll in the Plan may authorize his or her Employer, in such
manner as the Plan Administrator shall prescribe, to contribute to the Trust
Salary Deferral Contributions in an amount equal to not less than 1 percent nor
greater than 16 percent of Compensation (or such percentage of Compensation
greater than 16 percent as may be specified from time to time by the Plan
Administrator); provided, that the percentage rate for determining such
contributions shall be a whole number. Salary Deferral Contributions will be
made by his or her Employer beginning with the pay period coinciding with or
next following the effective date of such authorization.
3.2 MAXIMUM AMOUNT OF SALARY DEFERRAL CONTRIBUTIONS. The
accumulated Salary Deferral Contributions made with respect to any Participant
during any calendar year may not exceed $10,000 (subject to any adjustment made
in accordance with Section 402(g)(5) of the Code). In the event such limit is
exceeded for a calendar year, the portion of the Participant's Account Balance
attributable to the excess Salary Deferral Contributions shall be distributed to
the Participant as soon as administratively feasible, but not later than April
15 of the succeeding calendar year.
3.3 VARIATION, DISCONTINUANCE AND RESUMPTION OF CONTRIBUTIONS.
A Participant may discontinue or change the percentage of his or her Salary
Deferral Contributions at any time by giving notice to the Plan Administrator in
such manner as the Plan Administrator
12
<PAGE>
shall prescribe. Such Participant may resume Salary Deferral Contributions at
any time, to take effect as soon as administratively feasible after providing
notification to the Plan Administrator in such form as the Plan Administrator
shall prescribe. To the extent a mistake is made in the implementation of a
Participant's Salary Deferral Election, corrective adjustments shall be made to
the Participant's Account only if the Participant notifies the Plan
Administrator of such error within 6 months following the later of the date on
which the Participant receives a statement confirming his or her election
choices or the date on which the Participant receives a statement of Account
from the Plan's record keeper.
3.4 LIMITATION ON SALARY DEFERRAL CONTRIBUTIONS. In no event
shall the Actual Deferral Percentage for any Plan Year of the Highly Compensated
Employees eligible to make Salary Deferral Contributions exceed the greater of:
(a) The Actual Deferral Percentage of all other Employees
eligible to make Salary Deferral Contributions for
the immediately preceding Plan Year multiplied by
1.25; or
(b) The Actual Deferral Percentage of all other Employees
eligible to make Salary Deferral Contributions for
the immediately preceding Plan Year multiplied by
2.0, provided that the Actual Deferral Percentage of
such Highly Compensated Employees does not exceed the
Actual Deferral Percentage for all other Employees
eligible to make Salary Deferral Contributions by
more than 2 percentage points.
In the event that neither of the above tests will otherwise be satisfied with
respect to a Plan year, the Salary Deferral Contributions made by the Highly
Compensated Employees will be reduced (in the order of their contribution
amounts beginning with the largest amount) until one of the tests set forth
above is satisfied. In determining the amount of excess contributions to be
distributed to an affected Highly Compensated Employee, such amount shall be
reduced by any
13
<PAGE>
excess contributions previously distributed to such affected Highly Compensated
Employee for his taxable year ending with or within such Plan Year. Matching
Company Contributions (together with Income) which relate to such excess
contributions shall be forfeited. The Plan Administrator shall distribute as
soon as administratively feasible any Salary Deferral Contributions made for the
Plan Year by the Highly Compensated Employees which are in excess of the reduced
maximum percentage.
3.5 DEFINITIONS. For purposes of this Article III and Article
IV, the following definitions shall apply:
(a) "Actual Deferral Percentage" means for an Employee or
a group of Employees for any Plan Year the ratio or
the average of the ratios calculated separately for
each Employee of the amount of his or her Salary
Deferral Contributions to the amount of his or her
Compensation with respect to which Salary Deferral
Contributions could be made for the Plan Year.
(b) "Actual Contribution Percentage" means for an
Employee or a group of Employees for any Plan Year
the ratio or the average of the ratios calculated
separately for each Employee of the amount of his or
her Matching Company Contributions to the amount of
his or her Compensation with respect to which
Matching Company Contributions could be made for the
Plan Year.
(c) "Highly Compensated Employee" means, with respect to
any Plan Year, an Employee who a) during the current
year or the preceding year is a five percent owner
or; b) for the preceding year received compensation
(within the meaning of Section 415 of the Code) in
excess of $80,000 (as adjusted pursuant to Treasury
Regulations) and was in the top-paid 20% of
Employees. The group of top-paid Employees shall be
determined without regard to Employees described in
Section 414(q)(5) of the Code. Employees who are
non-resident aliens and who receive no earned income
(within the meaning of Code Section 911(d)(2)) from
the Employer or an Affiliated Employer which
constitutes income from sources within the United
States shall not be treated as Employees for the
purpose of this Subsection. A former Employee shall
be treated as a Highly Compensated Employee if he was
a Highly Compensated Employee when he separated
14
<PAGE>
from service or he was a Highly Compensated Employee
at any time after attaining age 55.
(d) The term "Compensation" means compensation as defined
in Section 414(s) of the Code
3.6 ROLLOVER CONTRIBUTIONS. An Employee may roll over (or a
fiduciary or custodian holding an Employee's interest may transfer) to the Fund
any balances to the Employee's credit in another plan (or individual retirement
arrangement) qualified under the Code, provided such rollover is permitted
tax-free to the Employee (as provided in Code Section 402(c). Such a transfer
shall be made by depositing the amount to be transferred with the Plan
Administrator together with evidence sufficient to satisfy the Plan
Administrator that such amount can be rolled over or transferred on a tax-free
basis. Amounts transferred to the Fund pursuant to this Section shall be
recorded and maintained in separate accounts.
15
<PAGE>
ARTICLE IV
COMPANY CONTRIBUTIONS
4.1 COMPANY RETIREMENT CONTRIBUTIONS. Each Employer shall make a
Company Retirement Contribution to the Trust on behalf of each Eligible
Employee, equal to 2 percent of such Employee's Compensation. An Employee shall
be an "Eligible Employee" if he or she:
(a) has a hire date that is on or after April 12, 1999;
and
(b) has completed one Year of Service.
Notwithstanding the foregoing, no Company Retirement Contribution shall be made
on behalf of a Participant for any period during which such Participant is
accruing a benefit under the Tenneco Inc. Retirement Plan. Company Retirement
Contributions shall be made in either cash or Packaging Corporation of America
common stock, at the discretion of the Company.
4.2 MATCHING COMPANY CONTRIBUTIONS. Each Employer shall make a
Matching Company Contribution for the Participants in its employ in an amount
equal to 80 percent of the Participant's Salary Deferral Contributions that are
not in excess of 4 percent of his or her Compensation, plus 50 percent of the
Participant's Salary Deferral Contributions that are in excess of 4 percent but
not in excess of 8 percent of his or her Compensation. Company Matching
Contributions shall be made in either cash or Packaging Corporation of America
common stock, at the discretion of the Company.
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4.3 LIMITATION ON MATCHING COMPANY CONTRIBUTIONS. In no event
shall the Actual Contribution Percentage for any Plan Year of the Highly
Compensated Employees eligible to receive Matching Company Contributions exceed
the greater of:
(a) The Actual Contribution Percentage of all other
Employees eligible to receive Matching Company
Contributions for the immediately preceding Plan Year
multiplied by 1.25; or
(b) The Actual Contribution Percentage of all other
Employees eligible to receive Matching Company
Contributions for the immediately preceding Plan Year
multiplied by 2.0, provided that the Actual
Contribution Percentage of such Highly Compensated
Employees does not exceed the Actual Contribution
Percentage for all other Employees eligible to
receive Matching Company Contributions by more than 2
percentage points.
In the event that neither of the above tests will otherwise be satisfied with
respect to a Plan Year, or in the event of the further limitation described in
Section 4.5, the Plan Administrator shall, no later than 30 days after the end
of the Plan Year, reduce the maximum percentage of Matching Company
Contributions made to the Highly Compensated Employees (in the order of their
contribution amounts beginning with the largest amount) until one of the tests
set forth above is satisfied.
4.4 TWO OR MORE PLANS. For purposes of Article III and this
Article IV and Code Sections 401(a)(4), 410(b) and 401(m), if two or more plans
of the Employer to which Salary Deferral Contributions, Matching Company
Contributions, or both, are made are treated as one plan for purposes of Code
Sections 401(a)(4) or 410(b) (other than average benefits test under Code
Section 410(b)(2)(A)(ii)), such plans shall be treated as one plan. In addition,
two or more plans of the Employer to which Salary Deferral Contributions,
Matching Company Contributions, or both are made may be considered as a single
plan for purposes of determining
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whether or not such plans satisfy Code Sections 401(a)(4), 410(b) and 401(m) as
though such aggregated plans were a single plan. Plans may be aggregated under
this subparagraph only if they have the same plan year. If a Highly Compensated
Employee is a Participant under two or more plans (other than an employee stock
ownership plan as defined in Code Sections 4975(e)(7) or 409) which are
maintained by the Employer or a Related Employer to which Salary Deferral
Contributions, Matching Company Contributions, or both, are made, all such
contributions on behalf of such Highly Compensated Employee shall be aggregated
for purposes of determining such Highly Compensated Employee's actual
contribution ratio. However, if the plans have different plan years, this
paragraph shall be applied by treating all plans ending with or within the same
calendar year as a single plan.
4.5 MULTIPLE USE OF ALTERNATIVE LIMITATION. For each Plan Year
the multiple use of the alternative limitations described in this Section 4.5
shall be prohibited. Multiple use occurs if the sum of the Actual Deferral
Percentage and the Actual Contribution Percentage exceeds the aggregate limit.
The aggregate limit is the sum of: (A) 125 percent of the greater of (1) the
Actual Deferral Percentage of all other Employees eligible under the Plan, or
(2) the Actual Contribution Percentage of all other Employees eligible under the
Plan; and (B) two plus the lesser of (1) or (2) above, not to exceed 200 percent
of the lesser of (1) or (2) above; or, to the extent allowed by law or
regulations, the following amount, if greater: the sum of (A) 125 percent of the
lesser of (1) the Actual Deferral Percentage of all other Employees eligible
under the Plan, or (2) the Actual Contribution Percentage of all other Employees
eligible under the plan; and (B) two plus the greater of (1) or (2) immediately
above, not to exceed 200 percent of the greater of (1) or (2) immediately above.
The occurrence of Multiple Use of the Alternative
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Limitation shall be corrected by reducing the maximum percentage of Matching
Company Contributions that can be contributed for the Plan Year by the Highly
Compensated Employees to the extent necessary to satisfy the restriction against
Multiple Use of the Alternative Limitation.
4.6 LIMITATION ON CONTRIBUTIONS AND BENEFITS. Notwithstanding
any other provision of this Plan, the annual addition for a Participant under
this Plan for any year shall not exceed the limitations contained in Section 415
of the Code and the regulations thereunder. The Plan Administrator shall be
authorized to reduce any contribution or allocation under this Plan or under any
other Defined Contribution Plan, which permits such reduction, to the extent the
Plan Administrator determines to be necessary to avoid exceeding the limitations
contained in Section 415 of the Code and the regulations thereunder, after
having reduced any benefit under all Defined Benefit Plans to the extent
permissible. Said limitations shall be applied, administered and interpreted
solely for the purpose of satisfying the requirements set forth in Section 415
of the Code and the regulations thereunder. In the event that an amount
contributed under this Plan would, otherwise, constitute the part of the annual
addition for a Participant which would exceed said limitations, the portion of
such amount which had been contributed by the Participant shall be returned to
him or her and the portion of such amount which had been contributed by an
Employer shall be treated as a forfeiture and applied to reduce future
contributions of such Employer.
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4.7. RESTRICTIONS ON SALARY DEFERRAL CONTRIBUTIONS FOR HIGHLY
COMPENSATED EMPLOYEES. The Plan Administrator may, at any time, cause the Salary
Deferral Contributions of any Participant who is a Highly Compensated Employee
to be reduced or discontinued, in order to ensure that the limitations provided
under Sections 3.4, 4.3 and 4.6 are not exceeded. Any such restriction on Salary
Deferral Contributions may be applied selectively to individual Participants or
to particular classes of Participants, as the Plan Administrator may, in its
sole discretion, determine and shall remain in effect until the end of the
applicable Plan Year or until the Plan Administrator notifies the Participant
otherwise.
4.8 TOP-HEAVY REQUIREMENTS. For any Plan Year in which the Plan
is a Top- Heavy Plan, the requirements of Section 416 of the Code and the
regulations thereunder shall be satisfied.
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ARTICLE V
VESTING AND SETTLEMENT OF ACCOUNTS
5.1 VESTING. A Participant will always be 100% vested in his or
her Salary Deferral Contributions, Matching Company Contributions and Rollover
Contributions. Upon being credited with 5 Years of Service, or upon attainment
of age 65, or upon termination of employment with the Employer on account of
death or Total Disability, a Participant shall be 100% vested in his or her
Account Balance attributable to Company Retirement Contributions.
5.2 PAYMENT OF ACCOUNTS. Following a Participant's Severance
from Service Date, the Vested portion of the Participant's Account Balance shall
be payable to him or her in a lump sum, or, in the event of the Participant's
death, to his or her Beneficiary. If the termination of employment does not
constitute a "separation from service" within the meaning of Sec tion
401(k)(2)(B) of the Code and the Participant has not attained age 59 1/2 no
portion of the Participant's Account Balance attributable to Salary Deferral
Contributions shall be distributed until the earliest of the Participant's
death, disability, attainment of age 59 1/2 or separation from service.
A Participant's Account Balance may also be distributed upon (1)
termination of the Plan without the establishment or maintenance of another
defined contribution plan, (2) the disposition of substantially all of the
assets of the Employers used in a trade or business, or (3) the disposition of
an interest in a subsidiary. Such distribution must consist of the Participant's
entire Account Balance, and with respect to (2) and (3) above, the Participant
must continue
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employment with the acquiring company, and the Company must continue to maintain
the Plan after the disposition.
5.3 COMMENCEMENT OF BENEFITS. The payment of the Vested portion
of the Participant's Account Balance which becomes payable in accordance with
Section 5.2 above shall commence -
(a) as soon as is administratively feasible following the
date such portion becomes payable, if -
(1) the actual lump sum payment does not exceed
$5,000 (or such other amount as permitted by
the Code); or
(2) the Participant has elected to receive such
distribution.
(b) The non-Vested portion, if any, of such Account
Balance shall be forfeited upon the earlier of (i)
the date upon which the actual payment of the Vested
portion of such Account Balance commences or (ii)
twelve months after the Participant's Severance From
Service Date; and any amount so forfeited shall be
applied to reduce future Company Contributions.
In no event shall payment of the Vested portion of the Participant's Account
Balance commence later than the sixtieth (60th) day after the last day of the
Plan Year in which occurs the later of his or her 65th birthday or the date of
his or her termination of employment with the Employers. Distribution shall be
made in cash, provided that amounts invested in Tenneco Automotive, Inc.,
Tenneco Packaging, Inc. or, if applicable, Packaging Corporation of America
common stock shall be distributed in kind, however, amounts payable under
paragraph (a)(1) above shall be payable entirely in cash.
Notwithstanding any other provision of the Plan, except in the
case of the Participant's death prior to distribution of the entire Vested
portion of his or her Account
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Balance, distribution must commence no later than the Participant's Required
Beginning Date. The Required Beginning Date for a Participant who is not a 5%
(five-percent) owner (within the meaning of Section 416 of the Code) is the
April 1 following the later of (A) the last day of the calendar year during
which the Participant attains age 70 1/2, or (B) the last day of the calendar
year during which the Participant ceases to be an Employee. The Required
Beginning Date for a Participant who is a 5% (five-percent) owner (within the
meaning of Section 416 of the Code) is the April 1 following the last day of the
calendar year during which the Participant attains age 70 1/2. Distributions
will be made in accordance with the regulations under Section 401(a)(9) of the
Code. The provisions of Section 401(a)(9) override any distribution options in
the Plan inconsistent with Section 401(a)(9).
5.4 PAYMENT UPON DEATH OF PARTICIPANT. Notwithstanding any other
provision of the Plan, in the case of the Participant's death prior to
distribution of the entire Vested portion of the Participant's Account Balance,
the remainder shall be paid to the Beneficiary in a single sum as soon as
administratively feasible following the Participant's death but in no event
later than the fifth anniversary of the Participant's death.
5.5 REEMPLOYMENT. A former Participant who again becomes
employed by an Employer may have the portion of his Account Balance which was
forfeited restored to his or her Account, unadjusted for any gains or losses if
such Participant (i) did not incur a Break in Service or, if the Participant did
incur a Break in Service, the Period of Severance was less than 60 consecutive
months, and (ii) repays to the Trustee the total amount distributed to him from
his Matching Company Contributions Account. Such repayment must be made within
five years of
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the Participant's date of reemployment. A former Participant who is rehired and
who has incurred a Break In Service where the Period of Severance has extended
for 60 consecutive months or longer shall not have any forfeited amounts
restored. Any restoration of forfeitures pursuant to Subsection (d) shall be
made from contributions by the Participant's Employer and treated as Matching
Company Contributions.
5.6 MISSING PARTICIPANTS. Notwithstanding Sections 5.3 and 5.3
above, this Section 5.4 shall apply-
(a) in the event an applied for payment to a Participant
or Beneficiary cannot be made because the address of
the Participant or Beneficiary is not known to the
Plan Administrator or
(b) in the event a Participant or Beneficiary has not
applied for payment above by the last day of the Plan
Year during which the Participant terminated
employment with the Employers and the address of the
Participant or Beneficiary is not known to the Plan
Administrator.
If the address of the Participant or Beneficiary is not discovered within 6
months after the Plan Administrator initiates reasonable efforts to do so, the
Participant's Account Balance shall be invested only in bank time deposits or
similar investment under Section 8.2, with any necessary transfer from other
investment forms being made as soon thereafter as administratively feasible; and
if the address of the Participant or Beneficiary is not discovered on or before
the expiration of the Plan Year following the Plan Year during which the
termination of employment occurred or the initial missed payment was originally
scheduled, the Vested portion of the Participant's Account Balance and, if not
previously forfeited, the non-Vested portion of the Participant's Account
Balance shall be forfeited and applied to reduce future Matching Company
Contributions. Thereafter, if a valid claim is made by the Participant or
Beneficiary for the
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forfeited Vested portion of the Participant's Account Balance, its value,
unadjusted for any gains or losses since the date as of which the forfeiture
occurred, shall be restored by means of contributions by the Employer and shall
be paid to the Participant or Beneficiary as soon as administratively feasible.
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ARTICLE VI
WITHDRAWALS AND LOANS
6.1 IN-SERVICE WITHDRAWALS.
(a) A Participant who has attained age 55 may elect to
make an In-Service Withdrawal ("In-Service
Withdrawal") from his Account. The amount of any
In-Service Withdrawal under this section 6.1 shall be
limited to balance in the Participant's Matching
Company Contributions Account and the vested portion
of his or her Company Retirement Contributions
Account.
(b) A Participant who has attained age 59 1/2 may elect
to make an In-Service withdrawal of all or any
portion of his entire Vested Account Balance.
(c) A Participant may elect at any time to make an
In-Service Withdrawal of all or a portion of the
balance in his Employee Contributions Account, his
Pre-1993 Matching Contributions Account and/or his
Rollover Contributions Account.
6.2 LOANS. Subject to conditions, rules, and regulations
established by the Plan Administrator, a Participant may obtain a loan from his
Account Balance. Unless otherwise explicitly allowed by the Plan Administrator,
loan repayments (together with interest) shall be made through irrevocable
payroll deduction; however, the entire outstanding principal loan balance and
accrued interest may be prepaid at any time prior to the expiration of the
normal term of the loan. Failure to make any loan installment payment on time or
within the grace period established by the Plan Administrator (provided, that
such grace period shall not continue beyond the last day of the calendar quarter
following the calendar quarter in which the required installment payment was
due) shall constitute default. In the event of default, the Plan Administrator
may treat the outstanding loan balance (including accrued interest) as a
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distribution to the Participant, fully subject to taxation and tax withholding
requirements, and reduce his Account Balance accordingly.
The Plan Administrator is authorized to establish all
conditions, rules and regulations with respect to Plan loans, and to establish
such loan procedures and forms, as it from time to time determines to be
appropriate. All such conditions, rules, and regulations shall be set out in
official Loan Rules, which shall be available to all persons eligible for a Plan
loan. Such Loan Rules are incorporated into this Plan by reference.
6.3 ASSET VALUES. For purposes of implementing withdrawals under
Section 6.1, and for the settlement of accounts under Section 5.2 the value of
stock and other assets shall be determined by the Trustee in accordance with
rules established by it.
6.4 TERMINATION PRIOR TO DISTRIBUTION. The termination of a
Participant's employment with all Employers shall operate to suspend any
distribution pursuant to Section 6.1 which has not been made. Distributions of a
Participant's Account Balance following termination of employment with all
Employers are governed by the terms of Section 5.2.
6.5 WITHDRAWALS BY ALTERNATE PAYEES. Notwithstanding any other
provision of the Plan, an alternate payee under a qualified domestic relations
order, as defined in ERISA and the Code, may at any time withdraw from the Plan
all or any part of the separate Plan account established under such order for
such alternate payee.
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ARTICLE VII
ADMINISTRATION
7.1 NAMED FIDUCIARY. The named fiduciary under the Plan shall be
the Company. The Company shall have the overall responsibility for the
administration and operation of the Plan, which responsibility it shall
discharge by the appointment and removal (with or without cause) of the
Administrative Committee, the Investment Committee and the Trustee. In carrying
out its responsibilities hereunder, the Company shall act through its Board of
Directors, or through a designated Committee of the Board, or through a duly
appointed delegate of the Board or such Committee.
7.2 ADMINISTRATIVE COMMITTEE. The Board of Directors of the
Company shall appoint a committee, designated the "Administrative Committee", of
not less than three (3) persons to administer the Plan.
(a) Any person appointed a member of the Administrative
Committee shall signify acceptance or resignation by
delivering such written acceptance or resignation to
the Board of Directors of the Company.
(b) Members of the Administrative Committee shall elect a
Chairman and a Secretary. The Secretary may be, but
need not be, a member of the Administrative
Committee. The Secretary shall have such powers and
duties as the Administrative Committee shall assign
in writing. The Secretary shall appoint one or more
assistant secretaries who shall have the powers and
duties prescribed by the Secretary in writing.
(c) The Administrative Committee may appoint one or more
persons to act as the Plan Administrator, and the
Administrative Committee shall delegate to such Plan
Administrator any or all of the powers and duties
hereby granted to the Administrative Committee.
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(d) The Administrative Committee may appoint from its
number such sub- committees with such powers as it
shall determine.
(e) The Administrative Committee shall hold meetings at
such places and at such times as it may determine but
not less than annually. The Administrative Committee
shall maintain written minutes of its meetings and
shall record in these minutes any delegation of duty
or powers permitted by Section 8.5. The
Administrative Committee shall maintain a written
record of such acts or decisions in its sole
discretion as it may determine.
(f) The Administrative Committee shall establish rules
for the administration of the Plan and the
transaction of its business subject to the other
provisions of this Plan and any requirements of law.
Resolutions may be adopted or other action taken
without a meeting upon the written consent of all
members of the Administrative Committee. Any person
dealing with the Administrative Committee shall be
entitled to rely upon a certificate of any member of
the Administrative Committee, or its secretary, as to
any act or determination of the Administrative
Committee. The determination of the Administrative
Committee as to any disputed questions shall be
conclusive.
7.3 POWERS. The Administrative Committee is authorized
and empowered:
(a) To employ such attorneys, accountants, actuaries,
investment advisors, clerks, agents, or counsel as it
deems necessary in order to carry out the provisions
of the Plan;
(b) To establish and enforce such rules, regulations, and
procedures and prescribe the use of such forms as it
shall deem necessary or proper for the efficient
administration of the Plan and Trust;
(c) To the full extent allowed by law, to have
discretionary authority to interpret the terms of the
Plan and Trust Agreement, its interpretation thereof,
in good faith, to be final and conclusive;
(d) To the full extent allowed by law, to have
discretionary authority to decide all questions
concerning the Plan and to decide the eligibility of
any person for benefits under, or to participate in,
the Plan;
(e) To compute the amount of benefits which shall be
payable to any Participant or Beneficiary in
accordance with the provisions of the Plan
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and to determine the person or persons to whom such
benefits shall be paid;
(f) To authorize the payment of benefits;
(g) In addition to the powers enumerated herein, to do
all other acts in its judgment necessary or desirable
for the administration of the Plan and Trust.
7.4 DUTIES. The Administrative Committee shall have the
duty:
(a) To furnish to each Participant a written summary of
the Plan and any amendment thereto, and any
additional reports or schedules required by ERISA,
and any regulations thereunder;
(b) To ascertain that such returns or reports as are
required by ERISA, and the regulations thereunder
have been filed with the appropriate governmental
agency;
(c) To maintain accounts showing the fiscal transactions
of the Plan and to keep in convenient form such data
as my be necessary for audits of the Plan, and to
prepare annually a report showing in reasonable
detail the assets and liabilities of the Plan;
(d) To maintain records in sufficient detail to determine
(i) eligibility for participation, retirement, and
vesting, (ii) the amount of Matching Company
Contributions, the amount of Employee Contributions
and the amount of Salary Deferral Contributions made
for the account of a Participant, (iii) the income,
expenses, gains and losses attributable to each
Participant's account, and to otherwise separately
account for each Participant's Account Balance and
(iv) the portion of a Participant's Account Balance
which is attributable to Matching Company
Contributions, the portion of a Participant's Account
Balance which is attributable to Employee
Contributions and the portion of a Participant's
Account Balance which is attributable to Salary
Deferral Contributions, separately allocating income,
expenses, gains and losses to such portions;
(e) To maintain all records and reports for such period
of time as is necessary to provide Participants and
their Beneficiaries with their benefits under the
Plan. However, all records including vouchers,
worksheets, receipts, and applicable resolutions
which are necessary to verify any report filed as
required by Subsection (b) shall be kept for a period
of not less than six (6) years after the filing date
of the documents or six (6) years after the date on
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which documents would have been filed but for an
exemption or simplified reporting procedure;
(f) To furnish to each Participant a year-to-date
statement of the assets held in his or her account,
upon such Participant's request;
(g) To direct the Trustee to value the assets of the
Trust Fund at fair market value as of the last day of
business of each year.
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ARTICLE VIII
INVESTMENT OF TRUST FUNDS
8.1 INVESTMENT COMMITTEE. The Board of Directors of the Company
shall appoint a committee, designated the "Investment Committee", of not less
than three (3) persons to administer the Plan.
(a) Any person appointed a member of the Investment
Committee shall signify acceptance or resignation by
delivering such written acceptance or resignation to
the Board of Directors of the Company.
(b) Members of the Investment Committee shall elect a
Chairman and a Secretary. The Secretary may be, but
need not be, a member of the Investment Committee.
The Secretary shall have such powers and duties as
the Investment Committee shall assign in writing. The
Secretary shall appoint one or more assistant
secretaries who shall have the powers and duties
prescribed by the Secretary in writing.
(c) The Investment Committee may appoint from its number
such committees with such powers as it shall
determine.
(d) The Investment Committee shall hold meetings at such
places and at such times as it may determine but not
less than annually. The Investment Committee shall
maintain written minutes of its meetings and shall
record in these minutes any delegation of duty or
powers permitted by Section 8.5. The Investment
Committee shall maintain a written record of such
acts or decisions in its sole discretion as it may
determine.
8.2 POWERS AND DUTIES. The Investment Committee shall have the
responsibility and authority to:
(a) determine the objectives, policies and guidelines for
the investment of the Trust Fund and each investment
fund established as a part thereof, including, but
not by way of limitation, the establishment of
additional Investment Funds or the consolidation of
two or more of the existing Investment Funds (other
than any company stock fund);
(b) direct the Trustee to acquire or dispose of Company
Stock in accordance with the applicable provisions of
the Plan;
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(c) select, appoint, monitor or discharge Investment
Managers or mutual funds managed by an investment
adviser registered under the Investment Advisors Act
of 1940, or contracts issued by insurance companies,
for purposes of investing the assets of the Trust
Fund and each investment fund established as a part
thereof;
(d) utilize the services of agents and employ persons to
perform ministerial, clerical, recordkeeping,
consulting or legal services to assist the Investment
Committee in the performance of its duties;
(e) maintain records and accounts showing the fiscal
transactions and performance evaluations of the Trust
Fund; and
(f) submit to the Board, at least annually, a report
regarding the operation of the Trust during the past
year and such other reports as the Board shall
request.
Notwithstanding the foregoing, to the extent a "Company Stock Fund" is
established and any Company Retirement and/or Company Matching Contributions are
made in company stock rather than in cash, the Board of Directors of the Company
shall determine what provisions shall apply to such fund , including but not
limited to provisions related to diversification of the fund.
8.3 DESIGNATION OF INVESTMENT OPTIONS BY PARTICIPANTS. Each
Participant shall state in his or her original application to enroll in the Plan
the percentage of his or her Salary Deferral Contributions to be invested by the
Trustee under the investment option or options designated by the Participant. A
Participant will be permitted to change the percentage of contributions
allocated to such investment options by notice to the Plan Administrator in such
manner as the Plan Administrator shall prescribe.
8.4 RULES GOVERNING INVESTMENTS.
(a) The Plan Administrator shall develop rules to govern
investment requests by a Participant and for carrying
out the Participant's investment requests. Should the
administrative procedures necessitate the loss of
interest in
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changing from one investment option to another,
neither the Plan Administrator nor the Trustee will
be liable for the loss or for any other loss caused
by any delay in the execution of a request or order.
(b) The Plan Administrator may place reasonable
restrictions on reallocating among investment
options, provided Participants are given reasonable
notice of any such restriction.
(c) The following rules will apply to the purchase or
sale of investments and to the allocation of
earnings:
(1) The Plan Administrator may direct the
Trustee to sell any investment held for the
benefit of a Participant if holding the
investment would be contrary to any law;
(2) Earnings and gains or losses will be
credited to the account of a Participant
with respect to investments held for the
account of the Participant at least annually
on a specified valuation date in accordance
with a method consistently and uniformly
applied;
(3) The Trustee may exercise, under any dividend
reinvestment program of Packaging
Corporation of America, any dividend
reinvestment rights regarding Packaging
Corporation of America Common Stock held in
the Trust for the benefit of each
Participant invested in Common Stock.
(d) (1) Notwithstanding any other provision of the
Plan, the following provisions of this
Section 8.4(d)(1) regarding voting of
Packaging Corporation of America securities
shall apply. Each Participant or, if the
Participant is deceased, his or her
Beneficiary shall have the sole right to
instruct the Trustee, in writing, with
respect to voting the full and fractional
shares of any Packaging Corporation of
America security with voting rights that are
allocated to the Participant's Account, and
the Trustee shall vote or abstain from
voting such shares in accordance with the
instructions so received. The Trustee shall
vote or abstain from voting all such shares
allocated to Participants' Accounts,
combining fractional shares to the extent
possible, to reflect the instructions of
Participants. If the Trustee does not
receive timely instructions from the
Participant or Beneficiary as to the manner
in which to exercise voting rights with
respect to any allocated share of such
security, the Trustee shall vote or abstain
from voting the uninstructed allocated
shares of such security in the same manner
and proportion as the voting rights with
respect to instructed allocated shares of
such security
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are exercised, and the Trustee shall have no
discretion in such matter. Shares of any
Packaging Corporation of America security
with voting rights held by the Trustee
pending allocation to Participants' Accounts
shall be voted by the Trustee in the same
manner and proportion as the voting rights
with respect to instructed allocated shares
of such security are exercised, and the
Trustee shall have no discretion in such
matter. The Investment Committee shall
inform, in a timely fashion, each
Participant or Beneficiary of the nature of
their rights regarding the voting of
Packaging Corporation of America securities
and the procedure for exercising such
rights. Participants or Beneficiaries shall
return their voting instructions directly to
the Trustee. The voting instructions
received by the Trustee from Participants or
Beneficiaries shall be held by the Trustee
in confidence and shall not be divulged or
released to any person, including officers
and employees of an Employer.
(2) Notwithstanding any other provision of the
Plan, the following provisions of this
Section 8.4(d)(2) regarding tender or
exchange offers shall apply. In the case of
a tender or exchange offer with respect to a
security, the Participant, or if the
Participant is deceased, his or her
Beneficiary shall have the sole right to
instruct the Trustee in writing as to the
manner in which to respond to the offer, to
the extent such security is allocated to the
Participant's Account, and the Trustee shall
respond in accordance with the instructions
so received. The Trustee shall utilize its
best efforts to cause to be timely
distributed to the Participant or
Beneficiary such information as will be
distributed to holders of the security in
connection with the offer, together with a
form requesting confidential instructions,
to be sent directly to the Trustee, on
whether or not such security will be
tendered or exchanged. If the Trustee does
not receive timely instructions from the
Participant or Beneficiary as to the manner
in which to respond to the offer, the
Trustee shall not tender or exchange any
such securities with respect to which the
Participant or Beneficiary has the right of
instruction, and the Trustee shall have no
discretion in such matter. Securities held
by the Trustee pending allocation to
Participants' Accounts shall be tendered or
exchanged by the Trustee in the same
proportion as the instructed allocated
securities are tendered or exchanged, and
the Trustee shall have no discretion in such
matter. The instructions received by the
Trustee from Participants and Beneficiaries
shall be held by the Trustee in confidence
and shall not be divulged or released to any
person, including officers and employees of
an Employer.
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(3) Except to the extent otherwise provided in
Subsections (1) and (2) above, all ownership
rights in any security held in the Trust
shall be exercised by the Trustee in such
manner as it, in its sole discretion, may
determine.
8.5 DELEGATION. The Plan Administrator and the Investment
Committee may each delegate to any respective member thereof, or to any other
person or persons, or administrative body of another employee benefit plan, any
of its powers or duties (including any powers or duties set forth under any
other Sections of the Plan), other than "Trustee duties", so long as it
exercises the standard of care prescribed in Section 8.6. Such delegation shall
be made in writing and shall be reflected in its minutes. "Trustee duties" means
the duties provided in the Trust Agreement with respect to management and
control of the Trust assets.
8.6 STANDARD OF CARE. The Plan Administrator and Investment
Committee shall each exercise its respective powers and carry out its respective
duties solely in the interest of the Participants and their Beneficiaries with
the care, skill, prudence, and diligence that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character.
So long as the Plan Administrator and Investment Committee
properly delegates responsibility in accordance with the preceding paragraph,
and uses prudence in continuing the delegation, no member of the Plan
Administrator or the Investment Committee shall be liable for any breach of
fiduciary duty by a co-fiduciary; unless:
(a) the member participates knowingly in or knowingly
undertakes to conceal an act or omission of such
other fiduciary, knowing such act or omission is a
breach;
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(b) by the member's failure to comply with the standard
of care set out in this Section 8.6, in the
administration of specific responsibilities which
give rise to the status of fiduciary, the member has
enabled such other fiduciary to commit a breach; or
(c) the member has knowledge of a breach by such other
fiduciary and does not make reasonable efforts under
the circumstances to remedy the breach.
8.7 COMPENSATION. No member of the Plan Administrator or the
Investment Committee shall receive any compensation for services as a committee
member.
8.8 NOTIFICATION. The Secretary of the Plan Administrator shall
furnish to the Trustee the names of the members of the Plan Administrator and
the Investment Committee. The Trustee may presume until notified in writing to
the contrary that the named individuals are duly authorized to act on behalf of
their respective Committee.
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ARTICLE IX
FUNDING
9.1 EMPLOYER CONTRIBUTION IRREVOCABLE. Subject to Section 9.3,
any contribution made by an Employer shall be irrevocable and shall be held and
disposed of by the Trustee solely in accordance with the provisions of this Plan
and the Trust Agreement.
9.2 EXCEPTIONS TO IRREVOCABILITY. Each contribution made by an
Employer or an Employee shall be deemed to be conditioned upon the deductibility
of the contribution under Section 404 of the Internal Revenue Code. If the
deduction of all or part of any contribution is disallowed, it shall, to the
extent disallowed, be repaid to the Employer within one year after the date of
disallowance. A contribution also shall be repaid to an Employer, within one
year after the date made, to the extent it was made in error because of a
mistake of fact.
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ARTICLE X
EXPENSES OF THE PLAN
10.1 ADMINISTRATIVE EXPENSES. Fees of the Trustee or Trustees
and other administrative expenses shall be paid by the Employers or from the
Trust or Trusts. To the full extent permitted by law, such trust assets may be
used by the Plan Administrator to defray the reasonable expenses of
administering the Plan, including any such reasonable expenses incurred as
internal corporate expenses of Packaging Corporation of America or any
affiliate. Expenses may also be paid from the Trust or Trusts as provided under
Section 10.2 in the event the Employers' payments and such earnings are
insufficient to meet such expenses.
10.2 OTHER EXPENSES.
(a) Expenses of the Plan other than those set out in
Section 10.1 that are attributable to individual
Participant Accounts, as determined by the Trustee,
shall be paid from the Trust or Trusts and charged to
each such Participant's Accounts.
(b) All expenses of the Plan other than those set out in
Sections 10.1 and 10.2(a) shall be paid from the
Trust or Trusts and charged to each individual
account in the proportion that such account bears to
the total amount of the Trust.
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ARTICLE XI
TRUSTEE
11.1 APPOINTMENT. The Trustee shall be appointed by the Board of
Directors of the Company, with whom the Company shall enter into a Trust
Agreement.
11.2 POWERS AND DUTIES. The Trustee shall have such powers and
duties as are established in the Plan and when directed by the Plan
Administrator or the Investment Committee, in writing, the Trustee shall have
the duty to follow the directions providing they are consistent with the
purposes of this Plan, governing federal and state statutes, and regulations
promulgated thereunder.
11.3 SUCCESSOR TRUSTEE. The Company may remove the Trustee with
respect to a Trust Agreement at any time by resolution of its Board of
Directors, or the Trustee may resign upon reasonable notice. Upon such removal
or upon the resignation of the Trustee, the Board of Directors of the Company
shall designate a successor Trustee and shall enter into an agreement continuing
the respective Trust Agreement or modifying it as may be necessary or
appropriate. Related Entities shall not be required to act or to enter into an
agreement with any successor Trustee. The Company shall be deemed to be their
agent for such purpose. Action of the Board of Directors of the Company and
execution of an instrument by an officer of the Company shall bind all Related
Entities.
11.4 USE OF TRUST FUNDS. The funds received by the Trustee shall
not revert to the Employer or otherwise be used or diverted to any purpose other
than for the exclusive benefit
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of Participants and their Beneficiaries, except that a contribution made in
error may be returned to the Employer within one year of the time it is made.
Payments of reasonable administrative expenses from the Trust shall not be
considered a diversion of Trust assets.
11.5 INCORPORATION OF TRUST AGREEMENT. The terms of the Trust
Agreement or Trust Agreements shall be incorporated in this Plan by reference
and shall be made a part hereof for all purposes.
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ARTICLE XII
AMENDMENT AND TERMINATION OF PLAN AND MERGER
12.1 AMENDMENT OF PLAN. The Plan may be amended at any time by
resolution of the Board of Directors of the Company. Notwithstanding the
foregoing, the Board may delegate to the Committee the authority to adopt
administrative amendments to the Plan or any amendment required by law. An
amendment will be considered an administrative amendment properly within the
authority of the Committee only if such amendment does not increase the amount
or level of Employer contributions under this Plan or any other provision
specifically governed by action of the Board in accordance with the provisions
of this Plan or the Trust Agreement. Any amendment may be made effective
retroactively to the extent permitted by law. No amendment shall make it
possible for any part of the Trust to revert to an Employer other than Company
Retirement Contributions or Matching Company Contributions made in error. No
amendment may deprive a Participant of his or her Account Balance or otherwise
reduce accrued benefits, except to the extent permitted by Section 412(c)(8) of
the Code.
12.2 TERMINATION OF PLAN. Each Employer reserves the right to
discontinue or terminate the Plan as to any of its Employees. The Company may
discontinue or terminate the Plan as to all Employees of all Employers or as to
any Employee of any Employer. In the event the Plan is terminated, partially
terminated, or contributions are completely discontinued, all within the meaning
of Section 411(d)(3) of the Code, all affected Participants shall become fully
vested in their Account Balances. Any assets which are not allocated to the
account of a Participant upon the complete termination of the Plan or complete
discontinuance of
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contributions, shall be allocated pro rata on the basis of their Account Balance
at date of termination.
12.3 MERGER OF PLAN AND TRANSFER OF ASSETS. The Employers
reserve the right to merge or consolidate this Plan with any other similar plan
maintained by any Employer. Assets of this Plan may be transferred to another
plan or assets of another plan may be transferred to this Plan. In the event of
a merger, consolidation, or transfer of assets, no Participant of this Plan
shall receive a benefit subsequent to the merger, consolidation, or transfer
less than what he would have been entitled to receive if this Plan had otherwise
been terminated immediately prior to the merger, consolidation, or transfer.
Assets transferred to this Trust as a result of plan merger shall be maintained
in separate Accounts for each Participant.
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ARTICLE XIII
MISCELLANEOUS
13.1 RIGHTS NOT ASSIGNABLE. No right or claim to any of the
monies or other assets under the Plan shall be assignable or subject to
alienation by a Participant. Any attempt by the Participant to assign or
alienate any portion of his or her Account Balance will not be recognized by the
Trustee. A Participant's Account Balance shall not be subject to garnishment,
attachment, execution, or other levy unless such garnishment, attachment,
execution or other levy is the result of claims against the Participant by an
Employer and is permitted under Section 401(a)(13) of the Code.
The prohibition on assignment and alienation shall apply to the
creation, assignment, or recognition of a right to any amount payable with
respect to a Participant pursuant to a domestic relations order, unless such
order is determined to be a "qualified domestic relations order" as defined in
Section 414(p) of the Code.
13.2 PLAN NOT A CONTRACT OF EMPLOYMENT. The Plan shall not be
deemed to constitute a contract between any Employee and any Employer or to be a
consideration for the employment of any Employee. Nothing in the Plan shall give
any Employee the right to be retained in the employ of an Employer. All
Employees shall remain subject to discharge, discipline, or layoff to the same
extent as if the Plan had not been put into effect.
13.3 AGENT FOR SERVICE OF PROCESS. The Plan Administrator shall
be the agent authorized to accept service of legal process in any action or
proceeding against the Plan or Trust.
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13.4 CONTROLLING LAW. This Plan shall be construed, enforced,
and administered according to the laws of the State of Illinois, except to the
extent preempted by federal law.
13.5 FACILITY OF PAYMENT.
(a) If the Plan Administrator is in doubt as to the right
of any person to receive payment of any amount under
the Plan, the Plan Administrator may direct the
Trustee to retain such amount, without liability for
any interest thereon, until the rights thereto are
determined, or the Plan Administrator may direct the
Trustee to pay such amount into any court of
appropriate jurisdiction and such payment shall be a
complete discharge of the liability of the Plan and
Trust therefor.
(b) If the Plan Administrator shall find that any persons
to whom any amount is payable under the Plan is
unable to care for his or her affairs because of
illness or accident, or is a minor, or has died, then
any payment due to the person or his or her estate
(unless a prior claim therefor has been made by a
duly appointed legal representative) may, if the Plan
Administrator so elects, be paid to the spouse, a
parent, a child or other relative of such person, an
institution maintaining or having custody of such
person, or any other person declared by the Plan
Administrator to be a proper recipient on behalf of
such person otherwise entitled to payment. Any such
payment shall be a complete discharge of the
liability of the Plan and Trust therefor.
13.6 ELIGIBLE ROLLOVER DISTRIBUTION.
(a) Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a Distributee's
election under this Section, a Distributee may elect,
at the time and in the manner prescribed by the
Packaging Corporation of America Plan Administrator,
to have any portion of an Eligible Rollover
Distribution paid directly to an Eligible Retirement
Plan specified by the Distributee in a Direct
Rollover.
(b) Definitions.
(1) ELIGIBLE ROLLOVER DISTRIBUTION. Unless
otherwise limited by law, an Eligible
Rollover Distribution is any distribution of
all or any portion of the balance to the
credit of the Distributee, except that an
Eligible Rollover Distribution does not
include: any distribution that is one of a
series of substantially equal periodic
payments (not less frequently than annually)
made for the life (or
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life expectancy) of the Distributee or the
joint lives (or joint life expectancies) of
the Distributee and the Distributee's
designated beneficiary, or for a specified
period of ten years or more; any
distribution to the extent such distribution
is required under Section 401(a)(9) of the
Code; and the portion of any distribution
that is not includible in gross income
(determined without regard to the exclusion
for net unrealized appreciation with respect
to employer securities).
(2) ELIGIBLE RETIREMENT PLAN. An Eligible
Retirement Plan is an individual retirement
account described in Section 408(a) of the
Code, an individual retirement annuity
described in Section 408(b) of the Code, an
annuity plan described in Section 403(a) of
the Code, or a qualified trust described in
Section 401(a) of the Code, that accepts the
Distributee's Eligible Rollover
Distribution. However, in the case of an
Eligible Rollover Distribution to the
surviving spouse, an Eligible Retirement
Plan is an individual retirement account or
individual retirement annuity.
(3) DISTRIBUTEE. A Distributee includes an
Employee or former Employee of a
participating company in the Plan. In
addition, the Employee's or former
Employee's surviving spouse and the
Employee's or former Employee's spouse or
former spouse who is the alternate payee
under a qualified domestic relations order,
as defined in Section 414(p) of the Code,
are Distributees with regard to the interest
of the spouse or former spouse.
(4) DIRECT ROLLOVER. A Direct Rollover is a
payment by the Plan to the Eligible
Retirement Plan specified by the
Distributee.
13.7 QUALIFIED MILITARY SERVICE. Notwithstanding any provision
of the plan to the contrary, contributions, benefits and service credit with
respect to qualified military service will be provided in accordance with
Section 414(u) of the Code.
13.8 LOAN REPAYMENTS DURING MILITARY SERVICE. Loan repayments
will be suspended under the Plan as permitted under Section 414(u) of the Code.
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ARTICLE XIV
RELATED ENTITIES
14.1 ADOPTION OF PLAN. This Plan may be adopted by any company
which the Company shall designate and declare eligible to adopt and participate
in the Plan, subject to the following conditions:
(a) Each Employer shall execute and deliver such
instruments as the Company shall deem necessary or
desirable, including an instrument evidencing the
joinder of the Employer in the Trust Agreement; and
(b) Each Employer shall designate the Company as its
agent to act for it in all transactions regarding the
Plan, including its amendment and termination as
provided by Article XII and its administration as
provided by Article VII.
The Plan shall be effective with respect to each Employer and its Employees on
such date as shall be specified in the resolutions of the Board of Directors of
the Employer authorizing the adoption of the Plan.
Any modification of the Plan provisions applicable to a particular Employer
may be made at the time of adoption by the Boards of Directors of the Employer
and the Company or may be made subsequent to adoption by the Board of Directors
of the Company and shall be set forth in an amendment to the Plan.
14.2 WITHDRAWAL FROM PLAN.
(a) Should a company for any reason cease being an
Employer and desire to preserve the Account Balances
of its employees in another plan which is intended to
qualify under Section 401(a) of the Code, the
withdrawing company may notify the Plan Administrator
and the Trustee and request a division of trust
assets. If the Plan Administrator approves, it shall
notify the withdrawing company to take such steps as
shall be necessary to preserve the Account Balances
of its employees in another plan. Upon
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receipt by the Plan Administrator of (i) resolutions
of the Board of Directors of the withdrawing company
adopting a plan and trust agreement and (ii) a copy
of such plan and trust agreement, the Plan
Administrator shall direct the Trustee to transfer to
the trust established by the withdrawing company
assets allocable to the employees of the withdrawing
company (as determined by the Plan Administrator).
(b) In the event the Plan as applicable to any Employer
loses its qualified status under Section 401(a) of
the Code, such company shall cease to be an Employer
and shall be deemed to have adopted a plan and trust
agreement similar to this Plan and Trust Agreement
for the benefit of its employees. Assets held for the
account of employees of such company shall be
segregated from other trust assets. Upon adoption by
such company of another plan and trust, such assets
shall be transferred to the new trust.
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ARTICLE XV
CLAIMS FOR BENEFITS
15.1 CLAIMS FOR BENEFITS.
(a) As a prerequisite to payment of any benefit under the
Plan, the Participant or, in the case of the
Participant's death, the Participant's Beneficiary,
shall submit to the Plan Administrator a written
claim in such manner, in such form, with such
documentation and within such time limits as the Plan
Administrator may reasonably require.
(b) Promptly upon the receipt of such claim, the Plan
Administrator shall determine whether the claimant is
entitled to the benefit and, if so, the amount
thereof.
15.2 DENIAL OF CLAIM. Should the claim for a benefit under the
Plan be denied, in whole or in part, the Plan Administrator shall furnish the
claimant with a written notice setting forth in a manner calculated to be
understood by the claimant:
(a) the specific reasons for the denial;
(b) specific reference to any pertinent provisions of the
Plan upon which the denial is based;
(c) a description of any additional material or
information necessary for the claimant to perfect the
claim and an explanation of why such material or
information is necessary; and
(d) appropriate information as to the steps to be taken
if the claimant wishes to submit the claim for
review.
A claim shall be deemed denied if the Plan Administrator does not approve the
claim and fails to furnish the aforesaid notice of denial before the expiration
of a period commencing with its receipt of the claim and consisting of 90 days,
plus such extension of time for processing the claim, not to exceed 90
additional days, as special circumstances require, provided that, prior to
49
<PAGE>
the expiration of the initial 90 days of the period, the claimant has been
furnished with a written notice, which indicates the special circumstances
requiring the extension and the date by which a decision regarding the claim is
expected to be rendered.
15.3 PROCEDURE FOR REVIEW OF DENIED CLAIMS. A claimant whose
claim for a benefit under the Plan is denied, either in whole or in part, shall
have the right, to be exercised by written application filed with the Plan
Administrator not later than the 60th day after receipt of notice of such
denial, to request a review of the claim. Such request for review may contain
such issues and comments as the claimant may wish considered in the review, and
the Plan Administrator shall permit the claimant to review pertinent documents
in its possession, including copies of the Plan. The Administrative Committee
shall review the claim on appeal and shall make a final determination with
respect to the claim as soon as practicable. Notice of the final determination
shall be furnished to the claimant in writing, in a manner reasonably calculated
to be understood by the claimant, and shall set forth the specific reasons for
the determination and specific references to any pertinent provisions of the
Plan upon which the determination is based. A claim shall be deemed denied on
review if the Administrative Committee fails to furnish the aforesaid notice of
final determination before the expiration of a period commencing with its
receipt of the request for review of the claim and consisting of 60 days, plus
such extension of time for completing the review, not to exceed 60 additional
days, as special circumstances require, provided that prior to the expiration of
the initial 60 days of the period, the claimant has been furnished with a
written notice which indicates the special circumstances requiring the extension
and the date by which a decision regarding the review of the claim is expected
to be rendered.
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* * *
IN WITNESS WHEREOF, and as conclusive evidence of the adoption
of the foregoing, Packaging Corporation of America, as the Company, has caused
these presents to be duly authorized in its name and behalf by its proper
officers thereunto authorized this 14 day of January, 2000.
PACKAGING CORPORATION OF AMERICA
ATTEST:
By: /s/ Andrea L. Davey
/s/ Richard B. West
Secretary Title: VP Human Resources
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<PAGE>
Exhibit A
COMPANIES PARTICIPATING IN THE
PACKAGING CORPORATION OF AMERICA
RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES
(as of February 1, 2000)
EMPLOYER
Packaging Corporation of America
52
<PAGE>
Exhibit 5.1
KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
200 East Randolph Drive
Chicago, Illinois 60601
To Call Writer Direct: Facsimile:
312 861-2000 312-861-2200
March 23, 2000
Packaging Corporation of America
1900 West Field Court
Lake Forest, Illinois 60045
Re: Registration Statement on Form S-8
We are providing this letter in our capacity as special counsel to
Packaging Corporation of America, a Delaware corporation (the "Company"), in
connection with the filing by the Company of a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended (the "Act"), with the
Securities Exchange Commission covering the offering of up to 10,200,000 shares
of the common stock of the Company, $0.01 par value per share (the "Shares"),
pursuant to the Packaging Corporation of America Thrift Plan for Hourly
Employees, the Packaging Corporation of America Retirement Savings Plan for
Salaried Employees, and the Packaging Corporation of America 1999 Long-term
Equity Incentive Plan (collectively, the "Plans").
For purposes of this letter, we have examined such documents, records,
certificates, memoranda and other instruments deemed necessary as a basis for
this opinion.
Based upon and subject to the assumptions and limitations stated in this
letter, it is our opinion that the Shares are duly authorized and, when (i) the
Registration Statement related to the Shares becomes effective under the Act,
(ii) the Shares have been duly issued in accordance with the terms of the Plans
upon receipt of the consideration to be paid therefor (assuming in each case the
consideration received by the Company is at least equal to $0.01 per share), and
(iii) the certificates representing the Shares comply as to form with the bylaws
of the Company and the Delaware General Corporation Law and bear all necessary
signatures and authentications, the Shares will be validly issued, fully paid
and nonassessable.
We have relied without independent investigation upon an assurance from
the Company that the number of Shares which the Company is authorized to issue
in its Restated Certificate of Incorporation, as amended, exceeds the number of
shares outstanding and the number of shares which the Company is obligated to
issue (or had otherwise reserved for issuance) for any purposes other than
issuance in connection with the Plans by at least the number of Shares which may
be issued in connection with the Plans and we have assumed that such condition
will remain
<PAGE>
KIRKLAND & ELLIS
Packaging Corporation of America
March 23, 2000
Page 2
true at all future times relevant to this opinion. We have assumed that the
Company will cause certificates representing Shares issued in the future to be
properly executed and delivered and will take all other actions appropriate for
the issuances of such Shares. All of our opinions assume that the Registration
Statement related to the Shares will become effective under the Act before any
Shares covered by such Registration Statement are sold. We have also made other
assumptions which we believe to be appropriate for purposes of this letter.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance and sale of the Shares.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the States of Illinois or Delaware or the federal law of the United
States be changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
/s/ Kirkland & Ellis
KIRKLAND & ELLIS
<PAGE>
Exhibit 5.2
UNDERTAKING OF THE COMPANY
The Company hereby undertakes that it will submit or has submitted the
Packaging Corporation of America Thrift Plan for Hourly Employees and the
Packaging Corporation of America Retirement Savings Plan for Salaried Employees
and any amendments thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plans.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Packaging Corporation of America Thrift Plan for
Hourly Employees, Packaging Corporation of America Retirement Savings Plan
for Salaried Employees and Packaging Corporation of America 1999 Long-Term
Equity Incentive Plan of our reports (a) dated January 18, 2000 (except Note
18 as to which the date is February 2, 2000) with respect to the consolidated
financial statements and schedule of Packaging Corporation of America
included in its Annual Report (Form 10-K) for the period ended December 31,
1999; and (b) dated August 23, 1999 with respect to the balance sheet as of
January 31, 1999 of Packaging Corporation of America included in its
Registration Statement (Form S-1 No. 333-86963), both filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
- -----------------------
Ernst & Young LLP
Chicago, Illinois
March 23, 2000
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement pertaining to Packaging Corporation
of America Thrift Plan for Hourly Employees, Packaging Corporation of America
Retirement Savings Plan for Salaried Employees and Packaging Corporation of
America 1999 Long-Term Equity Incentive Plan of our reports dated February
26, 1999, included in the Packaging Corporation of America Form 10-K for the
fiscal year ended December 31, 1999, and to all references to our Firm
included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
- -----------------------
Arthur Andersen
Chicago, Illinois
March 23, 2000
