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                             UNION CAMP CORPORATION
 
        PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF
                          STOCKHOLDERS APRIL 26, 1994
 
     The undersigned hereby  appoints RAYMOND  E. CARTLEDGE, JAMES  M. REED  AND
DIRK  R. SOUTENDIJK, and each  of them, proxies, with  power of substitution and
revocation, to vote all Common Stock  of UNION CAMP CORPORATION standing in  the
name  of  the  undersigned  at  the  annual  meeting  of  stockholders  of  said
corporation at Union Camp Corporation Headquarters, 1600 Valley Road, Wayne, New
Jersey, on Tuesday, April 26, 1994 at  11:00 A.M., and any and all  adjournments
thereof,  with all the powers which  the undersigned would possess if personally
present, upon and in  respect of the following  matters and in their  discretion
for  the transaction  of such  other business  as may  properly come  before the
meeting; all as set forth in the Proxy Statement dated March 18, 1994.
 
     SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE REVERSE
SIDE. IN THE  ABSENCE OF ANY  INSTRUCTIONS, SUCH  SHARES WILL BE  VOTED FOR  THE
ELECTION  OF THE NOMINEES  AS DIRECTORS AND FOR  THE RATIFICATION OF INDEPENDENT
ACCOUNTANTS, ALL AS REFERRED TO ON THE REVERSE SIDE.
 
                              (Continued, and to be SIGNED on the reverse side.)

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' ITEMS 1 AND 2.

                                                                                 
(1) Election of Directors    [x] VOTE FOR all nominees listed   [x] VOTE WITHHELD         [x] EXCEPTIONS*
                                 below.                             from all nominees.        Vote withheld from nominees (if
                                                                                              any) whose names are written in
                                                                                              the space provided below.


 
Nominees: C. Corness, R. Kennedy, W. C. McClelland and J. Reed
 
*Exceptions  ...................................................................
(2) Ratification of appointment of independent accountants.
 
FOR   [x]      AGAINST   [x]      ABSTAIN   [x]
 
Address Change
and/or Comments Mark Here [x]
 
                                   PROXY DEPARTMENT
                                   NEW YORK, N.Y. 10203-0188
 
                                         Please  sign  exactly  as  your   names
                                         appear. If  Executor,  Trustee,   etc.,
                                         give full title. If stock is registered
                                         in two names, both should sign.
 
                                         Dated: _________________________ , 1994
 
                                         _______________________________________
                                                       Signature(s)
 
                                         _______________________________________
                                                       Signature(s)
 
                                         VOTES MUST BE INDICATED
                                         (X) IN BLACK OR BLUE INK.
 
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED 
ENVELOPE.