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Exhibit 10(4)
THE MEAD CORPORATION
DIRECTORS CAPITAL ACCUMULATION PLAN
-----------------------------------
(As Amended and Restated Effective January 1, 2000)
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TABLE OF CONTENTS
SECTION 1 - GENERAL........................................................... 1
1.1 Purpose and Effective Date..................................... 1
1.2 Plan Funding and Administration................................ 1
1.3 Applicable Law................................................. 1
1.4 Gender and Number.............................................. 1
1.5 Assignment..................................................... 1
1.6 Plan Year...................................................... 2
1.7 Supplements.................................................... 2
1.8 Plan Elections................................................. 2
SECTION 2 - PARTICIPATION..................................................... 2
2.1 Participation Requirement...................................... 2
2.2 Continued Participation........................................ 2
SECTION 3 - DEFERRAL OF INCOME................................................ 3
3.1 Deferred Income Amount......................................... 3
3.2 Annual Election to Participate................................. 3
SECTION 4 - PARTICIPANT ACCOUNTS.............................................. 3
SECTION 5 - DCPD ROLLOVERS.................................................... 4
SECTION 6 - CREDITING OPTIONS................................................. 4
6.1 Establishment of Crediting Options............................. 4
6.2 Participant Change of Crediting Options........................ 5
SECTION 7 - ADJUSTMENT OF PARTICIPANT ACCOUNTS................................ 5
7.1 Adjustment of Participants' Participant Accounts............... 5
7.2 Quarterly Statement of Participant Accounts Balances........... 6
SECTION 8 - DISTRIBUTION OF PARTICIPANT ACCOUNTS TO PARTICIPANTS.............. 6
8.1 Annual Distributions........................................... 6
8.2 Emergency Distributions........................................ 7
SECTION 9 - DISTRIBUTION OF PARTICIPANT ACCOUNTS TO BENEFICIARIES............. 7
9.1 Distribution to Beneficiary.................................... 7
9.2 Beneficiary.................................................... 8
SECTION 10 - DISTRIBUTIONS TO INCAPACITATED PERSONS........................... 8
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SECTION 11 - CHANGE IN CONTROL................................................ 9
11.1 In General..................................................... 9
11.2 Certain Definitions........................................... 11
SECTION 12 - AMENDMENT AND TERMINATION....................................... 11
EXHIBIT I - CREDITING OPTIONS
SUPPLEMENT A
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THE MEAD CORPORATION
DIRECTORS CAPITAL ACCUMULATION PLAN
-----------------------------------
SECTION 1 - GENERAL
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1.1 Purpose and Effective Date. Effective January 1, 1995, The Mead
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Corporation ("Mead"), an Ohio corporation, established The Mead Corporation
Directors Capital Accumulation Plan (the "Plan"). The Plan was subsequently
amended from time to time and the following provisions constitute a further
amendment, restatement and continuation of the Plan, effective January 1, 2000.
The purpose of the Plan continues to be to provide recurring annual
opportunities for the deferment of payment of certain amounts otherwise
currently payable to its "Eligible Directors" (as defined below) who meet the
requirements to become a "Participant" set forth in subsection 2.1. The term
"Eligible Director" means any member of the Board of Directors of Mead who is
not employed by it.
1.2 Plan Funding and Administration. The benefits payable under the
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Plan are unfunded and are payable, when due, from the general assets of Mead;
provided, however, that Mead, in its discretion, may establish or maintain a
trust to pay such amounts, which trust shall be subject to the claims of Mead's
unsecured general creditors in the event of Mead's bankruptcy or insolvency; and
provided, further, that Mead shall remain responsible for the payment of any
such amounts which are not so paid by any such trust. The Plan shall be
administered by a "Plan Administrator" who is appointed by, and serves at the
pleasure of, the Compensation Committee of the Board of Directors of Mead (the
"Committee") and who has the rights, powers and duties with respect to the Plan
that are hereinafter set forth and such other rights, powers and duties as are
reasonably necessary for the administration of the Plan. As of the effective
date, the Plan Administrator is the Vice President-Human Resources of Mead.
1.3 Applicable Law. The Plan will be construed and administered in
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accordance with the laws of the State of Ohio to the extent that those laws are
not preempted by the laws of the United States of America.
1.4 Gender and Number. Where the context admits, words in any gender
-----------------
will include any other gender, words in the singular will include the plural and
the plural will include the singular.
1.5 Assignment. No Plan right or interest of any Participant or
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Beneficiary shall be assignable or transferable, in whole or in part, either
directly or otherwise, including without limitation thereto, by execution, levy,
attachment, garnishment, pledge or in any other manner, but excluding
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transfers by death or mental incompetency; no attempted assignment or transfer
thereof shall be effective; and no such right or interest shall be liable for,
or subject to, any obligation or liability of any Participant or Beneficiary;
except that a Participant may direct that payments be made during his lifetime,
when due, to a trust established by him and evidenced to his Employer to be a
trust treated as a grantor trust within the meaning of section 671 of the Code.
1.6 Plan Year. The term "Plan Year" means the calendar year.
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1.7 Supplements. The provisions of the Plan, as applied to all or any
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group of Participants, may be modified or supplemented by "Supplements" to the
Plan. Any such Supplement shall form a part of the Plan as of its effective date
and be attached thereto. Effective as of January 1, 2000 a Supplement A forms a
part of the Plan. Supplement A modifies certain investment, accounting and
distribution provisions of the Plan as it applies to "Supplement A Individuals"
(as defined in Supplement A).
1.8 Plan Elections. Except as otherwise specifically provided, any
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election required or permitted to be made under the Plan will be deemed to have
been properly made and filed with the Plan Administrator if made by such method
as the Plan Administrator may require.
SECTION 2 - PARTICIPATION
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2.1 Participation Requirement. A Director of Mead who is a Participant
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in the Plan on December 31, 1999 will continue as such, subject to the terms and
conditions of the Plan. Each other Director of Mead will become a Participant in
the Plan as of January 1, 2000, or on any subsequent January 1, if on such
January 1 he:
(a) is an Eligible Director;
(b) has executed an Annual Participation Election form
(as described in subsection 3.3); and
(c) has executed such forms as the Plan Administrator may
determine necessary to permit Mead (at its discretion
and expense) to maintain a policy of insurance on his
life under the terms of which Mead shall be the
policyholder, owner and beneficiary.
Each individual who becomes an Eligible Director on or after January 1, 2000
will become a Participant in the Plan (on a prospective basis) on the earlier of
the date on which the Plan Administrator has received his executed Annual
Participation
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Election form if that date is within 30 days of the date he becomes an Eligible
Director or on any subsequent January 1 if he then meets the requirements set
forth in paragraphs (a) through (c) above.
2.2 Continued Participation. Until distribution of the entire balances
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of a Participant's "Participant Accounts" (as described in Section 4) has been
made, a Participant or, in the event of his death, any "Beneficiary" (as defined
in subsection 9.2) of any of the Participant's undistributed Participant
Accounts, as the case may be, will be considered and treated as a Participant
for all purposes of the Plan, except that any additional compensation (as
described in subsection 3.1) shall cease as of the first day of the month next
following the date on which he is no longer an Eligible Director.
SECTION 3 - DEFERRAL OF INCOME
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3.1 Deferred Income Amount. Subject to the provisions of subsection
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3.2, by entering into a written Annual Election to Participate as provided by
subsection 2.1, a Participant may elect to defer any portion or all of the
amount of the meeting fees and of the cash portion of the retainer fee that
would otherwise be payable to him for services performed during the period that
the Annual Election to Participate is effective.
3.2 Annual Election to Participate. The term "Annual Election to
------------------------------
Participate" means a written agreement, in a form furnished by the Plan
Administrator, entered into by and between a Participant and Mead with respect
to a calendar year and setting forth:
(a) the deferral percentages elected by the Participant
in accordance with subsection 3.1 for that calendar
year;
(b) the percentage of his total deferral that is
allocated to each of the "Crediting Options" (as
described in subsection 6.1) selected by him;
(c) the "Distribution Period" (as defined below) that he
elects to be applicable with respect to the amounts
deferred pursuant to that Annual Election to
Participate; and
(d) subject to the provisions of paragraph 8.1(b), the
calendar year in which the Distribution Period is to
commence.
Each Annual Election to Participate shall be irrevocable by the Participant
after the last day of the calendar month preceding its effective date. The term
"Distribution Period" means, with
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respect to any Participant Account, a period of 5, 10, 15 or 20 calendar years
as elected by the Participant for whom the Account is maintained.
SECTION 4 - PARTICIPANT ACCOUNTS
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For each calendar year, the Plan Administrator shall cause a
Participant Account to be established and maintained by Mead in the name of each
Participant to reflect the amount of any deferrals that are the subject of the
Participant's Annual Election to Participate for that calendar year. A
Participant's Participant Accounts shall be periodically adjusted as provided in
subsection 7.1 and shall be distributed to a Participant in accordance with the
provisions of Section 8 or, in the event of the Participant's death, to his
Beneficiary in accordance with the provisions of Section 9.
SECTION 5 - DCPD ROLLOVERS
- --------------------------
Notwithstanding any provision of the Plan to the contrary, a
Participant for whose benefit a balance is maintained under the Deferred
Compensation Plan for Directors (the "DCPD") may elect, during December, 1994,
to have that balance transferred to the Plan and credited to a separate
Participant Account (to be identified as his "DCPD Participant Account")
established hereunder as of January 1, 1995, subject to the following:
(a) In no event may a Participant elect to transfer to
this Plan any amount credited under the Supplement to
the DCPD.
(b) No DCPD rollover to the Plan shall be permitted after
January 1, 1995.
(c) A Participant's Distribution Period with respect to
his DCPD Participant Account shall commence on the
date on which payment of his balance under the DCPD
would have commenced.
(d) To the extent necessary for self-employment tax
purposes, the Committee shall maintain a
Participant's DCPD Participant Account in the form of
sub-accounts.
SECTION 6 - CREDITING OPTIONS
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6.1 Establishment of Crediting Options. The Committee shall designate
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"Crediting Options" (in such number and of such asset character as it shall
decide), the investment experience of which shall be applied in adjusting
Participants' Participant Accounts, as provided in subsection 7.1. The Crediting
Options available as of January 1, 2000 are set forth on Exhibit I of the
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Plan. On advance written notice to the Participants, the Committee may cause any
Crediting Option to be prospectively deleted and may designate other Crediting
Options. In no event shall the assets of a Crediting Option be constituted of
securities of any Employer or Affiliate. Should Mead determine to invest any of
its funds in the asset or assets constituting a Crediting Option, amounts
representing such investment shall be the sole property of Mead and shall be
subject to the claims of its general creditors. No Participant or Beneficiary
shall have any claim or right with respect to any such amounts. Notwithstanding
the foregoing provisions of this subsection 6.1, upon and after the occurrence
of a "Change in Control" (as described in subsection 11.1), the Committee shall
have no power to eliminate any Crediting Option which was available immediately
prior to the Change in Control and, if any Crediting Option shall be eliminated
through circumstances beyond the control of the Committee, the Committee shall
immediately add a Crediting Option which will provide an investment return equal
to one-hundred-twenty percent (120%) of the long-term Federal interest rate
determined monthly under section 1274(d) of the Code, compounded semi-annually.
6.2 Participant Change of Crediting Options. A Participant may elect:
----------------------------------------
(a) with respect to amounts to be credited to any
Participant Account on and after that day pursuant to
subsection 3.1, the portion (expressed as a multiple
of 1 percent) thereof that is to be adjusted pursuant
to subsection 7.1 to reflect the investment
experience of any Crediting Option (referred to below
as an "Adjustment Portion"); and
(b) that all or a portion (expressed as a multiple of 1
percent) of the amount of the aggregate balances of
the Participant Accounts then maintained for his
benefit that constitutes an Adjustment Portion be
changed to another Adjustment Portion.
SECTION 7 - ADJUSTMENT OF PARTICIPANT ACCOUNTS
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7.1 Adjustment of Participants' Participant Accounts. As of each
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"Accounting Date" (as defined below), the Plan Administrator shall cause each
Participant Accounts to be adjusted as follows:
(a) FIRST, by charging to the proper Participant Accounts
of each Participant the amount of any distribution
made to, or on account of, the Participant from the
Account since the last preceding Accounting Date
which charge shall be
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made, pro rata, according to the Adjustment Portions
of that Participant Account;
(b) next, by adjusting each Participant Account
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maintained on behalf of a Participant, upward or
downward, as the case may be, so that the balance of
the Participant Accounts equals the aggregate
investment experience for the accounting period ended
on that Accounting Date of the Adjustment Portions
elected by him and applicable to that Participant
Account as of that date;
(c) next, if the Accounting Date is the last day of a
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calendar month, by crediting the last Participant
Account established on behalf of each Participant
with the amount of any deferrals made by him during
the month ending on that date, which amount shall be
credited, pro rata, according to Adjustment Portions
elected by the Participant;
(d) finally, by executing the Adjustment Portion change
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elections made pursuant to the provisions of
subsection 6.2 that are to be effective as of the
opening of business as of the next business day.
The term "Accounting Date" means each business day.
7.2 Quarterly Statement of Participant Accounts Balances. As soon as
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practicable, but not more than 30 days after the last day of each calendar
quarter, the Plan Administrator shall provide each Participant with a statement
of the balances of his Participant Accounts as of that day.
SECTION 8 - DISTRIBUTION OF PARTICIPANT ACCOUNTS TO PARTICIPANTS
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8.1 Annual Distributions. Except as otherwise provided in this Section
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8, if a Participant's service as a Director of Mead is terminated for any reason
other than his death, and on the June 30 preceding his initial "Distribution
Payment Date" (as defined below) the aggregate balances of his Participant
Accounts equal at least $50,000, each of the Participant's Participant Accounts
will be distributed to him in annual "Installment Distributions" (in the annual
amount determined as provided below), made on or about each Distribution Payment
Date, beginning:
(a) in the case of a Participant whose service as a
Director terminates at any age on account of
"disability" (as determined by the Plan
Administrator) or for any reason at or after
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reaching age 55 years, on or about the Distribution
Payment Date of the calendar year elected by him; and
(b) in all other cases, and notwithstanding any previous
election, on or about the Distribution Payment Date
of the calendar year next following the calendar year
during which his termination of service as a Director
occurs;
and continuing for the number of calendar years constituting the Distribution
Period he has irrevocably elected with respect to that Participant Account. If
on the June 30 preceding his initial Distribution Payment Date the aggregate
balances of a Participant's Participant Accounts is an amount that is less than
$50,000, those balances shall be distributed to him on or about his initial
Distribution Payment Date in a single lump sum. The amount of the annual
"Installment Distribution" from a Participant Account for a calendar year shall
be equal to the balance of that Participant Account as of June 30 of that year,
divided by the number of calendar years remaining in the Distribution Period
elected by the Participant with respect to that Account. Notwithstanding any of
the foregoing to the contrary, if a Participant with respect to whom a
Participant Account has been established for calendar year 1995 or 1996 has
elected a Distribution Period that is less than 10 calendar years, then, at any
time, but at least one year prior to his initial Distribution Payment Date, he
may elect to have his Distribution Period with respect to any such Participant
Account occur over a period of 10 or more years commencing on the previously
elected initial Distribution Payment Date. The term "Distribution Payment Date"
means July 20 of each year.
8.2 Emergency Distributions. If, on written application of a
-----------------------
Participant, it is determined (as provided below) that the Participant has
experienced an "Unforeseeable Emergency" (as defined below), then, as of the
first day of any calendar month, the Participant may elect to receive an
Emergency Distribution from one or more of his Participant Accounts, provided
that the aggregate amount of any such distribution shall not exceed the amount
reasonably needed to satisfy the Participant's emergency need. The term
"Unforeseeable Emergency" means severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant or
of a "dependent" (as defined in section 152(a) of the Code) of the Participant,
loss of the Participant's property due to a casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. In determining whether an Emergency
Distribution should be made to a Participant consideration may be given to the
extent to which his Unforeseeable Emergency can be relieved:
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(a) through reimbursement or compensation by insurance or
otherwise;
(b) by liquidation of the Participant's assets, to the
extent the liquidation of such assets would not
itself cause severe financial hardship;
(c) by cessation of deferrals under the Plan; or
(d) other distributions to be made to the Participant
from the Plan.
A determination with respect to whether a Participant has experienced an
Unforeseeable Emergency shall be made by the Committee.
SECTION 9 - DISTRIBUTION OF PARTICIPANT ACCOUNTS TO BENEFICIARIES
- -----------------------------------------------------------------
9.1 Distribution to Beneficiary. If a Participant dies (either prior to
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or following his termination of employment with the Employers and Affiliates)
the undistributed balance of each of his Participant Accounts will:
(a) if distribution has commenced prior to his death,
continue to be distributed in annual Installment
Distributions, to the deceased Participant's
Beneficiary with respect to the Participant Account
during the remainder of the Distribution Period
applicable to that Account as if the deceased
Participant had lived; and
(b) if distribution has not commenced prior to his death,
be distributed in annual Installment Distributions
commencing on the Distribution Payment Date and over
the Distribution Period elected by the deceased
Participant with respect to that Participant Account.
9.2 Beneficiary. The term "Beneficiary" means, with respect to any
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Participant (or a Participant's Beneficiary), such natural or legal person or
persons as may be designated by him (who may be designated contingently or
successively) to receive the remaining aggregate balance of his Participant
Accounts if he dies before a total distribution of the balance is made to him. A
Beneficiary designation will be effective only when a signed and dated
Beneficiary designation form is filed with the Plan Administrator while the
Participant is alive, which form will cancel any Beneficiary designation form
signed and filed earlier. The same also applies to a Beneficiary designation
filed by a Beneficiary. If a Beneficiary survives a Participant and such
Beneficiary dies before a total distribution of the aggregate balances of the
Participant's Accounts (without a contingent or
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successive Beneficiary designated by a Participant), the balance will be paid to
any person designated by such Beneficiary. If a Participant (or his Beneficiary)
is not survived by any Beneficiary, the Plan Administrator shall distribute the
aggregate amount of the balances of that Participant's Accounts to the legal
representative or representatives of the estate of the Participant (or his
Beneficiary). Notwithstanding any provision of the Plan to the contrary, if a
Participant or Beneficiary under the Plan as of December 31, 1999 elects to
change a Beneficiary designation to be effective on or after January 1, 2000, he
must designate a common Beneficiary or Beneficiaries to receive the remaining
aggregate balance of his Participant's Accounts if he dies before a total
distribution of the balance is made to him. Until such time as a change in
Beneficiary is made with respect to any of the Participant Accounts maintained
for a Participant or Beneficiary under the Plan on December 31, 1999, such
multiple designations shall continue.
SECTION 10 - DISTRIBUTIONS TO INCAPACITATED PERSONS
- ---------------------------------------------------
Notwithstanding any other provision of the Plan, if a Participant or
other person entitled to a distribution under the Plan is determined by a court
of competent jurisdiction to be physically, mentally or legally incapacitated
and unable to manage his financial affairs and claim is made by a conservator or
other person legally charged by such court with the care of his person, the Plan
Administrator shall make distributions to such conservator or other person. Any
distribution made in accordance with this Section shall fully acquit and
discharge all persons from all further liability on account thereof.
SECTION 11 - CHANGE IN CONTROL
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11.1 In General. A "Change in Control" shall be deemed to have occurred
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if an event set forth in any one of the following paragraphs shall have
occurred:
(a) date of expiration of a Tender Offer (other than an
offer by Mead), if the offeror acquires Shares
pursuant to such Tender Offer;
(b) the date of approval by the shareholders of Mead of a
definitive agreement:
(i) for the merger or consolidation of Mead or
any direct or indirect subsidiary of Mead
into or with another corporation, other
than:
(A) a merger or consolidation which
would result in the voting
securities of
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Mead outstanding immediately
prior thereto continuing to
represent,
(I) in the case of a merger
or consolidation of
Mead, either by
remaining outstanding
or by being converted
into voting securities
of the surviving entity
or any parent thereof,
or
(II) in the case of a merger
or consolidation of any
direct or indirect
subsidiary of Mead,
either by remaining
outstanding if Mead
continues as a parent
of the merged or
consolidated subsidiary
or by being converted
into voting securities
of the surviving entity
or any parent thereof;
at least 51 percent of the combined voting power of
the voting securities of Mead or such surviving or
parent entity outstanding immediately after such
merger or consolidation, or
(B) a merger or consolidation effected
to implement a recapitalization of
Mead (or similar transaction) in
which no Person (as defined below)
is or becomes the Beneficial Owner
(as defined below) directly or
indirectly, of securities of Mead
(not including in the securities
Beneficially Owned by such Person
any securities acquired directly
from Mead or its Affiliates)
representing 25 percent or more of
the combined voting power or Mead's
then outstanding securities, or
(ii) for the sale or disposition of all or
substantially all of the assets of Mead,
other than a sale or disposition by Mead of
all or substantially all of Mead's assets to
an entity, at least 51 percent of the
combined voting power of the voting
securities of which are owned (directly or
indirectly) by shareholders of Mead in
substantially the same proportions as their
ownership of Mead immediately prior to such
sale or disposition;
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(c) any Person is or becomes the Beneficial Owner of 25
percent or more of the voting power of the then
outstanding securities of Mead (not including in the
securities beneficially owned by such Person any
securities acquired directly from Mead or its
affiliates), excluding any Person who becomes such a
Beneficial Owner in connection with a transaction
described in subparagraph (b)(i)(A) or the date of
authorization, by both a majority of the voting power
of Mead and a majority of the portion of such voting
power excluding the voting power of interested
Shares, of a control share acquisition (as such term
is defined in Chapter 1701 of the Ohio Revised Code);
and
(d) a change in the composition of the Board of Directors
such that individuals who were members of the Board
of Directors on the date two years prior to such
change (and any new directors (other than a director
whose initial assumption of office is in connection
with an actual or threatened election contest,
including but not limited to a consent solicitation,
relating to the election of directors of Mead) who
were elected, or were nominated for election, by
Mead's shareholders with the affirmative vote of at
least two-thirds of the directors then still in
office who either were directors at the beginning of
such two year period or whose election or nomination
for election was previously so approved) no longer
constitute a majority of the Board of Directors.
Notwithstanding the foregoing, a Change in Control shall not be deemed to have
occurred by virtue of the consummation of any transaction or series of
integrated transactions immediately following which the record holders of the
common stock of Mead immediately prior to such transaction or series of
transactions continue to have substantially the same proportionate ownership in
an entity which owns all or substantially all of the assets of Mead immediately
following such transaction or series of transactions.
11.2 Certain Definitions. The following definitions shall be applicable
-------------------
with respect to subsection 11.1:
(a) Affiliate shall have the meaning set forth
---------
in Rule 12b-2 promulgated under Section 12
of the Exchange Act.
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(b) Beneficial Owner shall have the meaning
----------------
defined in Rule 13d-3 under the Exchange
Act.
(c) Exchange Act shall mean the Securities
------------
Exchange Act of 1934, as amended from time
to time.
(d) Person shall have the meaning given in
------
Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and
14(d) thereof, except that such term shall
not include:
(i) Mead or any of its subsidiaries,
(ii) a trustee or other fiduciary holding
securities under an employee benefit
plan of Mead or any of its
Affiliates,
(iii) an underwriter temporarily holding
securities pursuant to an offering
of such securities, or
(iv) a corporation owned, directly or
indirectly, by the shareholders of
Mead in substantially the same
proportions as their ownership of
stock of Mead.
(e) Shares shall mean shares of common stock,
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without par value, of The Mead Corporation.
(f) Tender Offer shall mean a tender offer or a
------------
request or invitation for tenders or an
exchange offer subject to regulation under
Section 14(d) of the Exchange Act and the
rules and regulations thereunder, as the
same may be amended, modified or superseded
from time to time.
SECTION 12 - AMENDMENT AND TERMINATION
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The Committee reserves the right to amend the Plan at any time,
except that no amendment shall reduce a Participant's Participant Account
balances to less than the amounts that he would have been entitled to receive on
the later of the effective date of the amendment or the date on which the
amendment is adopted. The Plan will terminate on the date on which it is
terminated by the Committee, provided, however, that:
(a) at least two Crediting Options shall be
maintained until the aggregate balances of
all Participant Accounts have been
distributed; and
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(b) distributions from the Plan shall continue
to be made under Section 8 or Section 9, as
the case may be, pursuant to elections
previously made by Participants or as
otherwise provided under Section 8 or 9.
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EXHIBIT I
TO
THE MEAD CORPORATION
DIRECTORS CAPITAL ACCUMULATION PLAN
-----------------------------------
The Crediting Options available under the Plan as of January 1,
2000 are:
Type Fund Managed By
--------- ----------
(1) Money Market PacMutual
(2) Managed Bond PIMCO
(3) Multi Strategy J.P. Morgan
(4) Equity Income J.P. Morgan
(5) Equity Index Bankers Trust
(6) Small Cap Stock Cap Guardian Trust
Equity Fund
(7) Growth L.T. Janus Capital
(8) International Morgan Stanley
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SUPPLEMENT A
TO
THE MEAD CORPORATION DIRECTORS CAPITAL ACCUMULATION PLAN
--------------------------------------------------------
A-1 Purpose. The purpose of this Supplement A is to modify certain
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provisions of the Plan as they apply to:
(1) Participants in the Plan as of December 31, 1999; and
(2) Beneficiaries of deceased Participants who are eligible to
receive distributions from the Plan as of January 1, 2000.
("Supplement A Individuals").
A-2 Effective Date. This Supplement A shall be effective as of January 1,
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2000.
A-3 Plan Modifications. Notwithstanding any other provision of the Plan,
------------------
the Plan, as applied to a Supplement A Individual, is modified as
follows:
(1) his Crediting Options shall continue to be changed by writing
filed with the Plan Administrator on or before the last
business day of February, May, August or November and will be
effective as of the first day of the following calendar
quarter;
(2) his Crediting Option election shall apply separately to each
of his Accounts;
(3) his Accounts shall be adjusted monthly; and
(4) the term "Accounting Date" means the last business day of each
calendar quarter.
In all other respects the foregoing provisions of the Plan shall be
applicable to Supplement A Individuals.
A-4 Change of Status. A Supplement A Individual's status as such shall be
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irrevocably revoked:
(1) automatically, effective as of the effective date of any
election to change an Adjustment Portion in accordance with
paragraph 6.2(b) of the Plan; or
(2) effective as of the date the Supplement A Individual elects to
revoke his status as such in accordance with rules, if any,
established by the Plan Administrator.
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