RESOLUTION PASSED BY THE DIRECTORS OF
                                 SAPPI LIMITED
                       (REGISTRATION NO. 1936/08963/06)

                                  31 MAY 2000


                           CONDITIONS OF EMPLOYMENT


RESOLVED:

1.   that the Board exercises the power conferred on it in terms of clauses
     11.3, 16.1 and 20.2.3 of the Trust deed embodying The Sappi Limited Share
     Incentive Scheme ("the Scheme") to accelerate the benefits under the
     Scheme of employees of the group who participate in the Scheme in the
     event of a change of control of the company becoming effective

     i)   unless the change of control is initiated by the Board; or

     ii)  if, in concluding the change of control, the Board in office at the
          time immediately prior to the proposed change of control being
          communicated to the Board ceases to be able to determine the future
          employment conditions of the group's employees,

     on the basis that any such employee shall be entitled to require such
     acceleration by written notice within a period of 90 days after the date
     upon which such change of control becomes effective. For such purpose,
     "control" shall include all circumstances where a party (or parties
     acting in concert), directly on indirectly, obtains

     1.1  the de facto control of the company, or

     1.2  the beneficial ownership of the specified percentage or more of the
          company's issued equity shares, or

     1.3  the control of the specified percentage or more of the voting rights
          at meetings of the company. For the purpose of 1.2 and 1.3, the
          expression "specified percentage" shall bear the meaning assigned to
          it from time to time in the South African Securities Regulation Code
          on Takeovers and Mergers of the Securities Regulation Panel read
          with the South African Companies Act No 61 of 1973, as amended,
          presently being 35%, or

     1.4  the right to control the management of the company or the
          composition of the company's board of directors ("board"), or

     1.5  the right to appoint or remove directors holding a majority of
          voting rights at board meetings.

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A "change of control" shall also include the approval by the company's
shareholders of, or the consummation of, a merger or consolidation of the
company with any other business or entity, or upon a sale of the whole or a
major part of the company's assets;

2.  that to give effect to resolution 1, the company enter into a letter
    agreement with employees who participate in the Scheme;

3.  that Mr. Eugene van As in his capacity as Executive Chairman of the
    company or, failing him, any other director of the company is authorised
    to do whatever may be necessary and to sign such documents as may be
    necessary to give effect to resolutions 1 and 2.



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