Exhibit 10.6


 


	
  

  



 


NEENAH PAPER


SUPPLEMENTAL RETIREMENT

CONTRIBUTION PLAN


 





















 


NEENAH PAPER SUPPLEMENTAL RETIREMENT


CONTRIBUTION PLAN


 


TABLE OF CONTENTS


 


	
  ARTICLE
  I

  	
  INTRODUCTION

  	
   

  
	
  1.1

  	
  Establishment of the Plan

  	
   

  
	
  1.2

  	
  Background

  	
   

  
	
  1.3

  	
  Purpose

  	
   

  
	
  1.4

  	
  Type of Plan

  	
   

  
	
  1.5

  	
  Effective Date

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  	
  DEFINITIONS

  	
   

  
	
  2.1

  	
  Account

  	
   

  
	
  2.2

  	
  Affiliate

  	
   

  
	
  2.3

  	
  Beneficiary

  	
   

  
	
  2.4

  	
  Board

  	
   

  
	
  2.5

  	
  Change of Control

  	
   

  
	
  2.6

  	
  Code

  	
   

  
	
  2.7

  	
  Company

  	
   

  
	
  2.8

  	
  Distribution Date

  	
   

  
	
  2.9

  	
  Earnings

  	
   

  
	
  2.10

  	
  Effective Date

  	
   

  
	
  2.11

  	
  Employee

  	
   

  
	
  2.12

  	
  Employer

  	
   

  
	
  2.13

  	
  ERISA

  	
   

  
	
  2.14

  	
  Excess Contribution

  	
   

  
	
  2.15

  	
  Excess Benefit

  	
   

  
	
  2.16

  	
  Investment Funds

  	
   

  
	
  2.17

  	
  Participant

  	
   

  
	
  2.18

  	
  Participating Employer

  	
   

  
	
  2.19

  	
  Plan

  	
   

  
	
  2.20

  	
  Plan Administrative
  Committee

  	
   

  
	
  2.21

  	
  RCP

  	
   

  
	
  2.22

  	
  RCP Contribution

  	
   

  
	
  2.23

  	
  Retirement Date

  	
   

  
	
  2.24

  	
  Spouse

  	
   

  
	
  2.25

  	
  Supplemental Benefit

  	
   

  
	
  2.26

  	
  Supplemental Contribution

  	
   

  
	
  2.27

  	
  Termination of Employment

  	
   

  
	
  2.28

  	
  Year of Service

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
  ELIGIBILITY

  	
   

  
	
  3.1

  	
  Eligibility for Excess
  Benefit

  	
   

  



 


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  3.2

  	
  Eligibility for
  Supplemental Benefit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
  CONTRIBUTIONS,
  INVESTMENT AND VESTING

  	
   

  
	
  4.1

  	
  Establishment of Accounts

  	
   

  
	
  4.2

  	
  Company Contributions

  	
   

  
	
  4.3

  	
  Investment Elections

  	
   

  
	
  4.4

  	
  Investment Changes

  	
   

  
	
  4.5

  	
  Account Credit

  	
   

  
	
  4.6

  	
  Valuation of Accounts

  	
   

  
	
  4.7

  	
  Vesting

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
  DISTRIBUTIONS

  	
   

  
	
  5.1

  	
  Eligibility to
  Receive a Distribution

  	
   

  
	
  5.2

  	
  Form of Benefit Payment

  	
   

  
	
  5.3

  	
  Limitations
  on the Annual Amount Paid to a Participant

  	
   

  
	
  5.4

  	
  Tax Withholding

  	
   

  
	
  5.5

  	
  Commencement of Payments

  	
   

  
	
  5.6

  	
  Recipients
  of Payments; Designation of Beneficiary

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  PLAN
  ADMINISTRATIVE COMMITTEE

  	
   

  
	
  6.1

  	
  Plan Administrative
  Committee

  	
   

  
	
  6.2

  	
  Committee Membership

  	
   

  
	
  6.3

  	
  Powers

  	
   

  
	
  6.4

  	
  Organization and Procedures

  	
   

  
	
  6.5

  	
  Rules and Decisions

  	
   

  
	
  6.6

  	
  Authorization of Payments

  	
   

  
	
  6.7

  	
  Books and Records

  	
   

  
	
  6.8

  	
  Perpetuation
  of the Plan Administrative Committee

  	
   

  
	
  6.9

  	
  Claims Procedure

  	
   

  
	
  6.10

  	
  Allocation
  or Reallocation of Responsibilities

  	
   

  
	
  6.11

  	
  Service of Process

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  Miscellaneous

  	
   

  
	
  7.1

  	
  Funding

  	
   

  
	
  7.2

  	
  Amendment and Termination

  	
   

  
	
  7.3

  	
  Termination of RCP

  	
   

  
	
  7.4

  	
  Effect of Plan

  	
   

  
	
  7.5

  	
  Offset

  	
   

  
	
  7.6

  	
  Amounts Payable

  	
   

  
	
  7.7

  	
  Rights and Obligations

  	
   

  
	
  7.8

  	
  Notice

  	
   

  
	
  7.9

  	
  Governing Law

  	
   

  



 


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  7.10

  	
  Assignment of Rights

  	
   

  
	
  7.11

  	
  Liability

  	
   

  
	
  7.12

  	
  Coordination with RCP

  	
   

  
	
  7.13

  	
  Plan Sponsor

  	
   

  



 


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NEENAH
PAPER


SUPPLEMENTAL
RETIREMENT CONTRIBUTION PLAN


 


ARTICLE I



INTRODUCTION


 


1.1           Establishment of the Plan.  Neenah Paper, Inc. (the “Company”) hereby
establishes a supplemental retirement benefit plan for certain Employees, to be
known as the Neenah Paper Supplemental Retirement Contribution Plan (the “Plan”),
as set forth in this document.


 


1.2           Background. 
Effective as of November 30, 2004 (the “Distribution Date”), a spinoff
of the Company, then a subsidiary of Kimberly-Clark Corporation, was
effectuated by the distribution of Company shares to Kimberly-Clark Corporation’s
shareholders.  In connection with the
spinoff transaction, the Company agreed to establish a supplemental benefit
plan similar to the Kimberly-Clark Corporation Retirement Contribution Plan
Excess Program for the benefit of certain employees who were hired by the
Company.


 


1.3           Purpose.  In
recognition of the valuable services provided to the Company, and its Affiliates,
by its employees, the Board wishes to provide additional retirement benefits to
those individuals whose benefits under the Neenah Paper Retirement Contribution
Plan (the “RCP”) are restricted by the operation of the provisions of the
Code.  It is the intent of the Company to
provide these benefits under the terms and conditions hereinafter set forth.


 


1.4           Type of Plan. 
This Plan is intended to encompass two types of benefit: (i) an “excess
benefit plan” within the meaning of Section 3(36) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), and, as such, to be exempt
from all of the provisions of ERISA pursuant to Section 4(b)(5) thereof; and (ii)
a nonqualified supplemental retirement plan, which is unfunded and maintained
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees of the Company, pursuant to
Sections 201, 301 and 401 of ERISA and, as such, exempt from the provisions of
Parts II, III and IV of Title I of ERISA.


 


1.5           Effective Date.  The effective date of the Plan is December 1,
2004.


 





















 


ARTICLE II



DEFINITIONS


 


Each term that
is used in this Plan and also used in the RCP shall have the same meaning
herein as the RCP.  Notwithstanding the
above, for purposes of this Plan, where the following words and phrases appear
in this Plan, they shall have the respective meanings set forth below unless
the context clearly indicates otherwise:


 


2.1           Account.  The
individual account established pursuant to Article IV of this Plan to credit
Excess Contributions or Supplemental Contributions.


 


2.2           Affiliate.  The Company and any company, person or
organization which, on the date of determination, (A) is a member of a
controlled group of corporations (as defined in Code section 414(b)) which
includes the Company; (B) is a trade or business (whether or not incorporated)
which controls, is controlled by or is under common control with (within the
meaning of Code section 414(c)) the Company; (C) is a member of an affiliated
service group (as defined in Code section 414(m)) which includes the Company;
or (D) is otherwise required to be aggregated with the Company pursuant to Code
section 414(o) and regulations promulgated thereunder.


 


2.3           Beneficiary. 
The person or persons who, under this Plan, become entitled to receive a
Participant’s interest in the event of the Participant’s death.


 


2.4           Board.  The Board
of Directors of the Company.


 


2.5           Change of Control.  A Change of Control shall be deemed to have
taken place if:


 


(A)          Acquisition
of Substantial Percentage.  The
acquisition by any Person of Beneficial Ownership of thirty percent (30%) or
more of the combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of Directors (the “Outstanding
Company Voting Securities”); provided, however, that for purposes of this
Section, the following acquisitions shall not constitute a Change in Control:  (i) any acquisition by a Person who on the Effective
Date is the Beneficial Owner of thirty percent (30%) or more of the Outstanding
Company Voting Securities, (ii) any acquisition directly from the Company,
including without limitation, a public offering of securities, (iii) any acquisition
by the Company, (iv) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any of its Affiliates, or (v)
any acquisition by any corporation pursuant to a transaction which complies
with subparagraphs (i), (ii), and (iii) of Section 2.5(C) hereof;


 


(B)           Change
in Majority of Board Members.  During
any period of two consecutive years, individuals who at the beginning of such
period constitute the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board, provided that any individual
becoming a Director whose election, or nomination for election by the Company’s
shareholders, was approved by a


 


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vote
of at least a majority of the Directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office is in connection with an actual or threatened election
contest relating to the election or removal of the Directors of the Company or
other actual or threatened solicitation of proxies of consents by or on behalf
of a Person other than the Board;


 


(C)           Reorganization,
Merger or Consolidation. 
Consummation of a reorganization, merger, or consolidation to which the
Company is a party or a sale or other disposition of all or substantially all
of the assets of the Company (a “Business Combination”), in each case unless,
following such Business Combination: (i) all or substantially all of the individuals
and entities who were the Beneficial Owners of Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than sixty percent (60%) of the combined voting
power of the outstanding voting securities entitled to vote generally in the
election of Directors of the Company resulting from the Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more Affiliates) (the “Successor
Entity”) in substantially the same proportions as their ownership immediately
prior to such Business Combination of the Outstanding Company Voting Securities;
and (ii) no Person (excluding any Successor Entity or any employee benefit
plan, or related trust, of the Company or such Successor Entity) beneficially
owns, directly or indirectly, thirty percent (30%) or more of the combined
voting power of the then outstanding voting securities of the Successor Entity,
except to the extent that such ownership existed prior to the Business
Combination; and (iii) at least a majority of the members of the board of
directors of the Successor Entity were members of the Incumbent Board
(including persons deemed to be members of the Incumbent Board by reason of the
proviso to paragraph (b) of this Section) at the time of the execution of the
initial Participation Agreement or of the action of the Board providing for
such Business Combination; or


 


(D)          Liquidation
or Dissolution.  Approval by the
shareholders of the Company of a complete liquidation or dissolution of the Company.


 


2.6           Code.  The Internal
Revenue Code for 1986, as amended from time to time, and as construed and
interpreted by valid regulations and rulings issued thereunder.


 


2.7           Company.  Neenah
Paper, Inc., a Delaware corporation.


 


2.8           Distribution Date.  November 30, 2004, the date upon which a
spinoff of the Company, then a subsidiary of Kimberly-Clark Corporation, was
effected through the distribution of Company shares to Kimberly-Clark
Corporation’s shareholders.


 


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2.9           Earnings.  Earnings
shall have the same meaning herein as under the RCP; provided, however, that for
the purposes of this Plan, the limitations on compensation provided under Code
Section 401(a)(17) shall not apply. 
Notwithstanding the foregoing, Earnings shall not include any
remuneration paid to a Participant after payment of such individual’s Account
commences in accordance with Section 5.5 following the Participant’s Termination
of Employment.


 


2.10         Effective Date. 
December 1, 2004, or with respect to a particular Affiliate, such later
date as of which the Plan Administrative Committee deems such Affiliate to be a
Participating Employer in the Plan.


 


2.11         Employee.  A
common law employee of an Employer, as reflected in the payroll records of the
Employer.


 


2.12         Employer.  The
Company and each Affiliate that the Plan Administrative Committee shall from
time to time designate as a Participating Employer for purposes of the Plan.


 


2.13         ERISA.  The
Employee Retirement Income Security Act of 1974, as amended from time to time,
and as construed and interpreted by valid regulations and rulings issued
thereunder.


 


2.14         Excess Contribution.  The amount contributed for a Participant
under the Excess Benefit portion of the Plan that would have been contributed
for such a Participant under the RCP if it were not for the limitation on
benefits imposed by Section 415 of the Code; such amount shall be calculated
using Earnings as defined in this Plan, but only to the extent that such amount
exceeds such limitations.


 


2.15         Excess Benefit. 
The benefit provided under this Plan for Participants whose RCP
Contributions to the RCP are limited solely by Code Section 415.


 


2.16         Investment Funds.  The phantom investment funds established
under this Plan which will accrue earnings and losses as if the Participant’s
Account were invested in the actual Investment Funds as offered under the RCP
from time to time.


 


2.17         Participant. 
Any Employee who satisfies the eligibility requirements set forth in Article
III for participation in the Plan.  In
the event of the death or incompetency of a Participant, the term shall mean
the executor or administrator of the Participant’s estate or the Participant’s legal
guardian.


 


2.18         Participating Employer.  An Affiliate that has been approved by the
Plan Administrative Committee as an Employer participating in the Plan.


 


2.19         Plan.  The Neenah
Paper Supplemental Retirement Contribution Plan as set forth herein and as
amended from time to time.


 


2.20         Plan Administrative Committee.  The committee appointed by the Board to
administer and regulate the Plan as provided in Article VI, which shall be the
same committee appointed to administer and regulate the RCP.


 


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2.21         RCP.  The Neenah
Paper Retirement Contribution Plan, as amended from time to time.


 


2.22         RCP Contribution.  Employer contributions made pursuant to the
RCP.


 


2.23         Retirement Date. 
The date of Termination of Employment of the Participant on or after he
attains age 55 and has completed five (5) Years of Service with the Company.


 


2.24         Spouse.  The
Employee’s husband or wife (as applicable) pursuant to a legal marriage, as
defined under the laws of the state of the Employee’s residence.


 


2.25         Supplemental Benefit.  The benefit established as part of this Plan
for Participants whose RCP Contributions to the RCP are limited by the
application of the rules or regulations of Code Section 401(a)(4) or the
limitations of Code Section 401(a)(17), or whose Earnings are not fully taken
into account in determining the Employee’s RCP Contributions to the RCP.


 


2.26         Supplemental Contribution.  The amount contributed for a Participant
under the Supplemental Benefit portion of the Plan that would have been
contributed for a Participant under the RCP if it were not for the limitations
on benefits imposed by Code Sections 401(a)(17) and/or 401(a)(4), and
calculated using Earnings as defined in this Plan, but only to the extent that
such amount exceeds the RCP Contributions under the RCP.


 


2.27         Termination of Employment.  The Participant’s cessation of his employment
with the Company for any reason whatsoever, whether voluntarily or involuntarily,
including by reasons of retirement or death.


 


2.28         Year of Service. 
Year of Service shall have the same meaning herein as under the RCP.


 


Construction.  Where appearing in the Plan, the masculine
shall include the feminine and the plural shall include the singular, unless
the context clearly indicates otherwise. 
The words “hereof,” “herein,” “hereunder” and other similar compounds of
the word “here” shall mean and refer to the entire Plan and not to any
particular Section or subsection.


 


ARTICLE III



ELIGIBILITY


 


3.1           Eligibility for Excess Benefit.  An Employee shall participate in the Excess Benefit
under this Plan only if:


 


(A)          such
Employee is a Participant in the RCP; and


 


(B)           such
Employee’s RCP Contributions to the RCP are limited solely by Code Section 415.


 


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3.2           Eligibility for Supplemental
Benefit.  An Employee shall
participate in the Supplemental Benefit under the Plan only if:


 


(A)          such
Employee is a Participant in the RCP;


 


(B)           the Employee’s
RCP Contributions to the RCP are limited by the application of the rules or
regulations of Code Section 401(a)(4) and/or the limitations of Code Section
401(a)(17), or whose Earnings are not fully taken into account in determining
the Employee’s RCP Contributions to the RCP; and


 


(C)           such
Employee is a member of a select group of management or highly compensated
Employees of the Company.


 


ARTICLE
IV



CONTRIBUTIONS, INVESTMENT AND VESTING


 


4.1           Establishment of Accounts.  The Company shall create and maintain an
unfunded individual Account for each Participant eligible to participate in either
the Excess Benefit or the Supplemental Benefit, as applicable, to each of which
it shall credit the amounts described in this Article IV.


 


4.2           Company Contributions.  Excess Contributions and Supplemental
Contributions, as applicable, shall be made for each Participant on the same
terms and conditions, at the same times, and pursuant to the same elections
made by the Participant as they would have been if paid under the RCP were it not
for Code limitations on benefits or Earnings.


 


4.3           Investment Elections.  Each Participant’s Excess Contributions, Supplemental
Contributions, and Accounts under this Plan shall be considered allocated among
the Investment Funds in accordance with the Participant’s actual investment elections
under the RCP.


 


4.4           Investment Changes.  Reallocations between Investment Funds in this
Plan shall be considered made according to the Participant’s elections under
the RCP.


 


4.5           Account Credit.  The Company shall credit each Participant’s
Account with earnings, gains and losses as if such Accounts were actually invested
among the Investment Funds according to the Participant’s elections under the
RCP.


 


4.6           Valuation of Accounts.  In accordance with the provisions regarding
the valuation of accounts under the RCP, each Participant’s Account shall be
valued and adjusted each business day as if such Participant’s Account was
actually invested in the applicable Investment Funds according to the Participant’s
elections under the RCP.


 


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4.7           Vesting.  The
balance of a Participant’s Account shall become 100% vested at the same time as
if the amounts had been credited to the Participant’s Account under the RCP.


 


ARTICLE V



DISTRIBUTIONS


 


5.1           Eligibility to Receive a Distribution.


 


(A)          Retirement
Benefit: Subject to Section 5.3 below, upon a Participant’s Retirement
Date, he shall be entitled to receive the amount of his Account.  The form of benefit payment, and the time of
commencement of such benefit, shall be as provided in Sections 5.2 and 5.5.


 


(B)           Termination
Benefit: Upon the Termination of Employment of a Participant prior to his
Retirement Date for reasons other than death, the Company shall pay to the
Participant a benefit equal to his Account.


 


Unless otherwise directed by the Plan
Administrative Committee, the benefit payable upon termination shall be payable
in a lump sum as a cash distribution as set forth in Section 5.2 following the
Participant’s Termination of Employment. 
Upon payment following a Termination of Employment, the Participant
shall immediately cease to be eligible for any other benefit provided under
this Plan.


 


(C)           Death
Benefits:  Upon the death of a
Participant, the Beneficiary of such Participant shall receive all of the
Participant’s remaining Account.  Payment
of a Participant’s remaining Account shall be made in accordance with Section 5.2.


 


(D)          Change
of Control:


 


(1)           If there
is a Change of Control, notwithstanding any other provision of this Plan, any
Participant who has an Account hereunder shall, following a Change of Control,
receive an immediate lump sum payment of the balance of his Account, reduced by
a penalty equal to ten percent (10%) of the
Participant’s Account as of the last business day of the month preceding the
date of the Change of Control.  The ten
percent (10%) penalty shall be permanently forfeited and shall not be paid to,
or in respect of, the Participant.


 


(2)           If there
is a Change of Control, notwithstanding any other provision of this Plan, any
retired Participant, or Beneficiary, who has an Account hereunder shall,
following a Change of Control, receive an immediate lump sum payment of the
balance of his Account, reduced by a penalty


 


7





















 


equal
to five percent (5%) of the Participant’s Account as of the last business day
of the month preceding the date of the Change of Control.  The five percent (5%) penalty of the retired
Participant’s or Beneficiary’s Account shall be permanently forfeited and shall
not be paid to, or in respect of, the retired Participant or Beneficiary.


 


5.2           Form of Benefit Payment.  Upon the happening of an event described in
Section 5.1, the Company shall pay to the Participant the amount specified
therein in a lump sum cash distribution.


 


5.3           Limitations on the Annual Amount
Paid to a Participant. 
Notwithstanding any other provisions of this Plan to the contrary, in
the event that a portion of the payments due a Participant pursuant to Sections
5.1 (A) -(D) would not be deductible by the Company pursuant to Section 162(m)
of the Code, the Company, at its discretion, may postpone payment of such
amounts to the Participant until such time that the payments would be
deductible by the Company; provided, however, that no payment postponed
pursuant to this Section 5.3 shall be postponed beyond the first anniversary of
such Participant’s Termination of Employment.


 


5.4           Tax Withholding. 
To the extent required by law, the Company shall withhold any taxes
required to be withheld by any Federal, State or local government.


 


5.5           Commencement of Payments.  Commencement of payments under Section 5.1
(A)-(C) of this Plan from a Participant’s Account shall be payable in the first
calendar quarter of the year following the Plan Year in which the Participant
terminates employment from the Company for any reason (but in no event earlier
than six (6) months following the Participant’s termination of employment).  Commencement of payments pursuant to a Change
of Control under Section 5.1 (D) of this Plan from a Participant’s Account shall
be as soon as administratively feasible on or after the last business day of
the month following a Change of Control event which entitles a Participant or a
Beneficiary to payments under this Plan (or such later date as legally
required).


 


5.6           Recipients of Payments; Designation
of Beneficiary.  All payments to
be made by the Company under the Plan shall be made to the Participant during
his lifetime, provided that if the Participant dies prior to the completion of
such payments, then all subsequent payments under the Plan shall be made by the
Company to the Beneficiary determined in accordance with this Section.  The Participant may designate a Beneficiary
by filing a written notice of such designation with the Plan Administrative Committee
in such form as the Plan Administrative Committee requires and may include
contingent Beneficiaries.  The
Participant may from time-to-time change the designated Beneficiary by filing a
new designation in writing with the Plan Administrative Committee.  If a married Participant designates a
Beneficiary or Beneficiaries other than his Spouse at the time of such
designation, such designation shall not be effective (and the Participant’s Spouse
shall be the Beneficiary) unless:


 


(A)          the Spouse
consents in writing to such designation;


 


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(B)           the Spouse’s
consent acknowledges the effect of such designation, which consent shall be
irrevocable; and


 


(C)           the Spouse
executes the consent in the presence of either a Plan representative designated
by the Plan Administrative Committee or a notary public.


 


Notwithstanding the foregoing, such consent shall not be required if
the Participant establishes to the satisfaction of the Plan Administrative Committee
that such consent cannot be obtained because (i) there is no Spouse; (ii) the Spouse
cannot be located after reasonable efforts have been made; or (iii) other
circumstances exist to excuse spousal consent as determined by the Plan
Administrative Committee.  If no
designation is in effect at the time when any benefits payable under this Plan
shall become due, the Beneficiary shall be the Spouse of the Participant, or if
no Spouse is then living, the representatives of the Participant’s estate.


 


ARTICLE
VI



PLAN ADMINISTRATIVE COMMITTEE


 


6.1           Plan Administrative Committee.  The Company may designate one or more persons
to serve on the Plan Administrative Committee to carry out its fiduciary
responsibility and authority under the Plan (other than to manage and control
Plan assets and investment of the assets) and its duties as the plan
administrator.  The members of the Plan
Administrative Committee for this Plan shall be the same as the members of the
Plan Administrative Committee for the RCP.


 


6.2           Committee Membership.


 


(A)          The Plan
Administrative Committee shall consist of at least three (3) persons who shall
be appointed by and serve at the pleasure of the Board.


 


(B)           The Board
shall have the right to remove any member of the Plan Administrative Committee
at any time.  A member may resign at any
time by written resignation to the Board. 
If a vacancy in the Plan Administrative Committee should occur, a
successor may be appointed by the Board.


 


6.3           Powers.  The
Plan Administrative Committee shall have all powers specified in the Plan in
addition to all others as may be necessary to discharge its duties hereunder,
including, but not by way of limitation, the power to construe or interpret the
Plan, to determine all questions of eligibility hereunder, to determine the method
of payment of any Account hereunder, to adopt rules relating to the giving of timely
notice, and to perform such other duties as may from time to time be delegated
to it by the Board.  The Plan
Administrative Committee may take such voluntary correction action as it
considers necessary or appropriate to remedy any inequity that results from
incorrect information received or communicated in good faith or as a
consequence of administrative or operational error, including but not limited
to reallocation of plan assets, adjustments in amounts of future payments to
Participants or beneficiaries and


 


9





















 


institution
of prosecution of actions to recover benefit payments made in error or on the
basis of incorrect or incomplete information. 
The  Plan Administrative Committee
may prescribe such forms and systems and adopt such rules and actuarial methods
and tables as it deems advisable.  It may
employ such agents, attorneys, accountants, actuaries, medical advisors, or
clerical assistants (none of whom need be members of the Plan Administrative
Committee) as it deems necessary for the effective exercise of its duties, and
may delegate to such agents any power and duties both ministerial and
discretionary, as it may deem necessary and appropriate.  The compensation of such agents who are not
full-time employees of an Employer shall be fixed by the Plan Administrative
Committee within limits set by the Board and shall be paid by the Company as
determined by the Plan Administrative Committee.


 


6.4           Organization and Procedures.  The Plan Administrative Committee shall elect
one of its members as chairman.  Its
members shall serve as such without compensation.  Plan Administrative Committee expenses shall
be paid by the Company.  A majority of
the Plan Administrative Committee members shall constitute a quorum.  The Plan Administrative Committee may take
any action upon a majority vote at any meeting at which a quorum is present,
and may take any action without a meeting upon the unanimous written consent of
all members.  All action by the Plan
Administrative Committee shall be evidenced by a certificate signed by a member
of the Plan Administrative Committee. 
The Plan Administrative Committee shall appoint a secretary to the Plan
Administrative Committee who need not be a member of the Plan Administrative
Committee, and all acts and determinations of the Plan Administrative Committee
shall be recorded by the secretary, or under his supervision.  All such records, together with such other
documents as may be necessary for the administration of the Plan, shall be
preserved in the custody of the secretary.


 


6.5           Rules and Decisions.  The Plan Administrative Committee shall have
absolute discretion in carrying out its duties under the Plan and its decisions
shall be final and binding.


 


6.6           Authorization of Payments.  If the Board authorizes the establishment of
a trust to serve as the funding vehicle for the benefits described herein, subject
to the provisions hereof, it shall be the duty of the Plan Administrative
Committee to furnish the trustee of such trust with all facts and directions
necessary or pertinent to the proper disbursement of the trust funds.


 


6.7           Books and Records.  The records of the Employers shall be
conclusive evidence as to all information contained therein with respect to the
basis for participation in the Plan and for the calculation of Excess Contributions
and Supplemental Contributions.  The Plan
Administrative Committee shall keep all individual and group records relating
to Participants and Beneficiaries and all other records necessary for the
proper operation of the Plan.  Such
records shall be made available to the Employers and to each Participant and
Beneficiary for examination during normal business hours except that a
Participant or Beneficiary shall examine only such records as pertain
exclusively to the examining Participant or Beneficiary and the Plan.  The Plan Administrative Committee shall
prepare and shall file as required by law or regulation all reports,


 


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forms,
documents and other items required by ERISA, the Code and every other relevant
statute, each as amended, and all regulations thereunder.  This provision shall not be construed as
imposing upon the Plan Administrative Committee the responsibility or authority
for the preparation, preservation, publication or filing of any document
required to be prepared, preserved or filed by any other named fiduciary to
whom such responsibilities are delegated by law or by the Plan.


 


6.8           Perpetuation of the Plan
Administrative Committee.  In the
event that the Company shall for any reason cease to exist, then, unless the
Plan is adopted and continued by a successor, the members of the Plan
Administrative Committee at that time shall remain in office until the final
termination of the Plan, and any vacancies in the membership of the Plan
Administrative Committee caused by death, resignation, disability or other
cause, shall be filled by the remaining member or members of the Plan
Administrative Committee.


 


6.9           Claims Procedure.


 


(A)          Authorized
Representative.  A Participant or
Beneficiary under the Plan may name an authorized representative to act on his
or her behalf under the claims procedures of the Plan, by providing written
documentation of such authorization in such form as is acceptable to the Plan
Administrative Committee.


 


(B)           Procedure
for Making Initial Claims.  Claims
for benefits under the Plan may be made by submitting forms to the Plan
Administrative Committee pursuant to procedures established by the Plan
Administrative Committee from time to time.


 


(C)           Review of Claims for
Benefits.


 


(1)           Determination
Regarding Initial Claims.  If a claim
for Plan benefits is denied, the Plan Administrative Committee shall provide a
written notice within 90 days to the claimant that contains (i) specific
reasons for the denial, (ii) specific references to Plan provisions on which
the Plan Administrative Committee based its denial, (iii) 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
(iv) a description of the Plan’s review procedures and time limits applicable
to such procedures, including a statement of the claimant’s right to bring a
civil action under section 502(a) of ERISA following an adverse benefit
determination on review.


 


The notice
shall also contain a statement that the claimant may (i) request a review upon
written application to the Plan Administrative Committee within 60 days, (ii)
submit written comments, documents, records and other information relating to
the claim, and (iii) request copies of all documents, records, and other
information relevant to the


 


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claimant’s
claim.  If a claim is denied because of
incomplete information, the notice shall also indicate what additional
information is required.


 


If additional
time is required to make a decision on the claim, the Plan Administrative
Committee shall notify the claimant of the delay within the original 90 day
period.  This notice will also indicate
the special circumstances requiring the extension and the date by which a
decision is expected.  This extension
period may not exceed 90 days beyond the end of the first 90-day period.


 


(2)           Appeals.  The claimant may appeal a denied claim by
submitting a written request for an appeal review to the Plan Administrative Committee.  The appeal request must, however, be made
within 60 days after the claimant’s receipt of notice of the denial of the
claim.  Pertinent documents may be
reviewed in preparing an appeal, and issues and comments may be submitted in
writing.  The claimant shall be provided,
upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant to the claimant’s claim for
benefits (as determined under applicable regulations).  An appeal shall be given a complete review by
the Plan Administrative Committee, taking into account all comments, documents,
records and other information submitted by the claimant without regard to
whether such information was submitted or considered in the initial benefit determination.


 


The Plan Administrative Committee shall
review an appeal of a denied claim no later than the date of the next Plan
Administrative Committee meeting immediately following such request for review,
unless the request for review is filed within 30 days preceding the date of
such meeting.  In such case, a benefit
determination may be made by no later than the date of the second meeting
following the Plan Administrative Committee’s receipt of a request for
review.  If special circumstances require
a further extension of time for processing, a benefit determination shall be
rendered no later than the third meeting of the Plan Administrative Committee
following the Plan Administrative Committee’s receipt of the request for
review.  If such an extension of time for
review is required because of special circumstances, the Plan Administrative
Committee shall provide the claimant with written notice of the extension,
describing the special circumstances and the date as of which the benefit
determination will be made, prior to the commencement of the extension.  The Plan Administrative Committee shall
notify the claimant of the benefit determination as soon as possible, but not
later than 5 days after the benefit determination is made.


 


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6.10         Allocation or Reallocation of
Responsibilities.  The Plan
Administrative Committee may allocate their responsibilities under the Plan
among themselves.  Any such allocation,
reallocation, or designation shall be in writing and shall be filed with and
retained by the secretary of the Plan Administrative Committee with the records
of the Plan Administrative Committee.  If
applicable, notwithstanding the foregoing, no reallocation of the
responsibilities provided in a trust to manage or control the trust assets
shall be made other than by an amendment to the trust.


 


6.11         Service of Process.  The Company shall be the designated recipient
of service of process with respect to legal actions regarding the Plan.


 


ARTICLE VII


 


MISCELLANEOUS


 


7.1           Funding.  The
Board may, but shall not be required to, authorize the establishment of a trust
by the Company to serve as the funding vehicle for the benefits described
herein.  In any event, the Company’s
obligations hereunder shall constitute a general, unsecured obligation, payable
solely out of its general assets, and no Participant shall have any right to
any specific assets of the Company.  Nothing contained in the Plan constitutes a
guarantee by the Company that the assets of the Company shall be sufficient to
pay any benefit to any person.


 


7.2           Amendment and Termination.  The Company, by action of the Board, shall
have the right at any time to amend this Plan in any respect, or to terminate
this Plan; provided, however, that no such amendment or termination shall
operate to reduce the benefit that has accrued for any Participant who is
participating in the Plan nor the payment due to a terminated Participant at
the time the amendment or termination is adopted.  Continuance of the Plan is completely
voluntary and is not assumed as a contractual obligation of the Company.


 


7.3           Termination of RCP.  Notwithstanding the foregoing, this Plan shall
terminate when the RCP terminates.


 


7.4           Effect of Plan. 
Nothing contained herein (a) shall be deemed to exclude a Participant
from any compensation, bonus, pension, insurance, termination pay or other
benefit to which he otherwise is or might become entitled to as an Employee or
(b) shall be construed as conferring upon an Employee the right to continue in
the employ of the Company as an executive or in any other capacity.


 


7.5           Offset.  If, at
the time payments are to be made hereunder, the Participant or the Beneficiary is
indebted or obligated to the Company, then the payments remaining to be made to
the Participant or the Beneficiary may, at the discretion of the Company, be
reduced by the amount of such indebtedness or obligation, provided, however,
that an election by the Company not to reduce any such payment or payments
shall not constitute a waiver of its claim for such indebtedness or obligation.


 


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7.6           Amounts Payable. 
Any amounts payable by the Company hereunder shall not be deemed salary
or other compensation to a Participant for the purposes of computing benefits
to which the Participant may be entitled under any other arrangement
established by the Company for the benefit of its Employees.


 


7.7           Rights and Obligations.  The rights and obligations created hereunder
shall be binding on a Participant’s heirs, executors and administrators and on
the successors and assigns of the Company.


 


7.8           Notice.  Any notice required or permitted to be given
under the Plan shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail, and if given to the Company, delivered to the
principal office of the Company, directed to the attention of the Plan
Administrative Committee.  Such notice
shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark or the receipt for registration or
certification.


 


7.9           Governing Law. 
The Plan shall be construed and governed by the laws of the State of
Wisconsin.


 


7.10         Assignment of Rights.  The rights of any Participant under this Plan
are personal and may not be assigned, transferred, pledged or encumbered.  Any attempt to do so shall be void.


 


7.11         Liability.  Neither
the Company, its Employees, agents, any member of the Board, the plan administrator
nor the Plan Administrative Committee shall be responsible or liable in any
manner to any Participant, Beneficiary, or any person claiming through them for
any benefit or action taken or omitted in connection with the granting of
benefits, the continuation of benefits or the interpretation and administration
of this Plan.


 


7.12         Coordination with RCP.  An application or claim for a benefit under
the RCP shall constitute a claim for a benefit under this Plan.


 


7.13         Plan Sponsor. 
The Company is the plan sponsor within the meaning of ERISA.  All actions shall be taken by the Company in
its sole discretion, not as a fiduciary, and need not be applied uniformly to
similarly situated individuals.


 


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IN WITNESS WHEREOF, the Company has caused
this Plan to be executed by its duly authorized officer.


 


	
   

  	
  NEENAH
  PAPER, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
						



 


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