FORM OF AMENDMENT NO. 2 TO THE BADGER PAPER MILLS, INC.
PROFIT SHARING PLAN AND TRUST FOR UNION EMPLOYEES ("PLAN")
This amendment, executed at Peshtigo, Wisconsin, is by and between
Badger Paper Mills, Inc., a Wisconsin corporation ("Employer"), and
Norwest Bank Minnesota, N.A., the Trustee of the Badger Paper Mills, Inc.
Profit Sharing Plan and Trust for Union Employees ("Trustee"):
WHEREAS, the Employer and the Trustee are parties to the Plan which
was most recently amended and restated effective July 1, 1994, and which
was subsequently amended by Amendment No. 1 to said restated Plan;
WHEREAS, the Employer and Trustee now adopt an additional amendment
to the restated Plan, which amendment is stated below;
NOW, THEREFORE, the Plan is amended, effective April 1, 1996, as
follows:
FIRST: Section 4.1 is amended by adding the following new sentence
to the end of the last paragraph therein, to read as follows:
All contributions to the Plan shall be in cash or in common stock of
the Employer as determined by the Employer in its discretion and in
compliance with the Code and ERISA.
SECOND: Section 8.1 is amended by restating its second paragraph to
read as follows:
The Committee and the Employer shall be the named fiduciary, and
the Employer shall be the plan administrator, as those terms are
defined by ERISA, and jointly they shall have the sole
responsibility for the administration of the Plan and for
disclosing to the Participants any information required by law.
THIRD: Section 9.1(a) is amended by adding the following new
provision at the end thereof, to read as follows:
without limitation of the foregoing, the Trust Fund may be
invested in "qualifying employer securities" (within the meaning
of ERISA) of Badger Paper Mills, Inc., notwithstanding that the
aggregate fair market value of such securities may exceed ten
percent (10%) of the fair market value of the Trust Fund;
FOURTH: Section 9.7 is amended in its entirety to read as follows:
Section 9.7-Investment Instructions: A Participant shall
have the right to specify the manner in which the Trustee shall
invest his or her Accounts, choosing from among the investment
funds made available by the Committee from time to time. The
portion of Accounts to be invested in each such fund and the
timing of each investment shall be made in accordance with the
designation of each Participant pursuant to procedures adopted
by the Committee and as set forth in this Section. If a
Participant does not designate how part or all of his or her
Accounts are to be invested, they shall be invested according to
the most recent designation furnished to the Trustee, or, if no
designation has been executed, they shall be invested in the
investment fund which is identified by the Committee to the
Trustee. Upon the distribution of benefits pursuant to the Plan
(notably Chapter 6), all distributions shall be in cash.
Accordingly, the distribution of securities shall not be allowed
and securities shall be liquidated by the Trustee to the extent
necessary to fund the cash payment of benefits.
In accordance with procedures established by the Committee and
with the concurrence of the Trustee, the Trustee is authorized to
accept and carry out directions from Participants, via telephone
communication or otherwise and without obtaining prior confirmation
or authorization from the Committee, as to the investment funds in
which subsequent Contributions and current Account balances, in whole
or in part, are to be invested. Any other provisions of this Plan
notwithstanding, neither the Employer, the Committee, the Trustee nor
any other person who is otherwise a fiduciary with respect to the
Plan shall incur any liability to anyone for any loss or expense
sustained by any Participant's Account because of any asset acquired,
retained or disposed of by the Trustee or any other actions taken by
the Trustee in accordance with the investment directions given by a
Participant pursuant to the Plan.
In addition to any other funds made available by the Committee
for the investment of Accounts, a "Badger Stock Fund" comprised of
qualifying employer securities as described in Section 9.1(a)
(sometimes referred to as "Badger Stock") shall be available for
investment. Any dividends on Badger Stock, to the extent such
dividend payments are sufficient, shall be reinvested to purchase
additional shares of Badger Stock. If one or more Participants
direct the Trustee to invest his or her Accounts in the Badger Stock
Fund and sufficient shares are not available for purchase at the time
directed by the Participant(s) for the Trustee to fully follow each
Participant's election, then the Trustee shall purchase the Badger
Stock that is available at such time, if any, and shall allocate such
stock to each Participant's Account by multiplying the Badger Stock
which is purchased at such time by a fraction calculated for each
Participant, the numerator of which is the value of Badger Stock
designated for purchase at such time by the Participant and the
denominator of which is the value of all Badger Stock designated for
purchase at such time by all Participants. The Trustee shall
continue to purchase Badger Stock and allocate such shares among the
Participants' Accounts in accordance with the preceding sentence
until such time that the Trustee has fulfilled each Participant's
investment election.
Each Participant who has elected to invest in the Badger Stock
Fund shall receive the same proxy voting materials, information
statements, periodic reports, tender offer materials and other
communications directed to the shareholders of the Employer (or, in
some cases, such as third party tender offers, by others) to the same
extent as other holders of Badger Stock. In general, in the case of
a proxy solicitation by management of the Employer, a Participant
shall receive a proxy card or voting instructions along with a return
envelope addressed to the Trustee to direct the Trustee how to vote
the Participant's shares. The Employer will furnish all such
materials directly to the Trustee, who will in turn furnish the
materials to the Participants. If one or more Participants who has
the opportunity to vote or tender the shares allocated to his or her
Accounts does not instruct the Trustee as to his or her vote or
tender, then to the extent in compliance with ERISA the Trustee shall
vote or tender such shares for which no instructions are received in
the same proportions that are represented in the total shares for
which the Trustee receives instructions from Participants.
For purposes of this Section, the term "Participant" means any
Participant, Former Participant, Beneficiary or Alternate Payee under
the Plan.
IN ALL OTHER RESPECTS, the Plan is hereby ratified and approved.
IN WITNESS WHEREOF, the Employer and the Trustee have caused this
Amendment to be signed by their duly authorized officers this __________
day of ______________________, 1996.
BADGER PAPER MILLS, INC.
By: ___________________________________
Edwin A. Meyer, Jr.
Chairman of the Board & CEO
TRUSTEE: Norwest Bank Minnesota, N.A.
By: _____________________________________
Title: _______________________________