<PAGE>
                                                                    EXHIBIT 10.8

                             BUSH BOAKE ALLEN INC.
                     1994 STOCK OPTION AND STOCK AWARD PLAN

1.      Purpose

               The  purpose of this 1994 Stock  Option and Stock Award Plan (the
"Plan") is to encourage and enable selected  officers and other key employees of
Bush  Boake  Allen  Inc.  (the  "Company")  and its  subsidiaries  to  acquire a
proprietary interest in the Company through the ownership of common stock of the
Company.  Such ownership will provide such employees with a more direct stake in
the future welfare of the Company, and encourage them to remain with the Company
and its subsidiaries. It is also expected that the Plan will encourage qualified
persons to seek and accept  employment  with the Company  and its  subsidiaries.
Pursuant to the Plan,  such employees will be offered the opportunity to acquire
such common stock through the grant of options,  the award of  restricted  stock
under the Plan, bonuses payable in stock or a combination thereof.

               As used herein,  the term "subsidiary"  shall mean any present or
future  corporation  which  is or  would be a  "subsidiary  corporation"  of the
Company as the term is defined in Section 424(f) of the Internal Revenue Code of
1986, as amended (the "Code").

2.      Administration of the Plan

               The Plan shall be  administered  by the Board of Directors of the
Company or a Compensation  Committee as appointed from time to time by the Board
of Directors of the Company,  which Compensation  Committee shall consist of not
less than two (2) members of such Board of Directors and shall be constituted so
far  as  possible  to  permit  the  Plan  to  comply  with  the   administration
requirements  of Rule 16b-3 (c) (2) (i) of the Securities  Exchange Act of 1934,
as it may be amended from time to time (the "Exchange Act"); none of the members
of the Compensation Committee shall be eligible to be granted options or awarded
restricted  stock under the Plan or receive  bonuses payable in stock. No member
of the Board of Directors shall be appointed to the  Compensation  Committee who
has been granted an option, awarded restricted stock or received a bonus payment
in  stock  under  the  Plan  within  one  year  prior  to  appointment.  As used
hereinafter  the term  "Committee"  shall mean (i) the Board of Directors of the
Company at all times that a  Compensation  Committee is not in existence or (ii)
the  Compensation  Committee  at all times that a  Compensation  Committee is in
existence.

               In  administering  the Plan,  the  Committee  may adopt rules and
regulations  for carrying out the Plan.  The  interpretation  and decision  with
regard to any question  arising  under the Plan made by the  Committee  shall be
final and  conclusive  on all  employees  of the  Company  and its  subsidiaries
participating  or eligible to participate in the Plan. The Committee may consult
with  counsel,  who may be of  counsel to the






 
<PAGE>

<PAGE>


Company, and shall not incur any liability for any action taken in good faith in
reliance upon the advice of counsel.

               The Committee shall determine the employees to whom, and the time
or times at which, grants or awards shall be made and the number of shares to be
included in the grants or awards.

               Each option granted pursuant to the Plan shall be evidenced by an
Option  Agreement (the  "Agreement") . The Agreement shall not be a precondition
to the granting of options;  however,  no person shall have any rights under any
option  granted under the Plan unless and until the optionee to whom such option
shall have been  granted  shall have  executed  and  delivered to the Company an
Agreement.  The Committee  shall  prescribe the form of the  Agreement.  A fully
executed original of the Agreement shall be provided to both the Company and the
optionee.

3.      Shares of Stock Subject to the Plan

               The total number of shares that may be optioned or awarded  under
the Plan is 750,000  shares of the $1.00 par value  common  stock of the Company
(the  "Common  Stock") plus an  additional  amount of shares on May 1 each year,
from May 1, 1995 to May 1, 2003,  inclusive,  equal to one  percent  (1%) of the
number of shares of Common Stock outstanding on the immediately  preceding April
30 (the "Additional Annual Increment") , of which (i) 150,000 shares plus shares
equal to twenty percent (20%) of each Additional Annual Increment may be awarded
as restricted stock and (ii) no more than one million  (1,000,000) shares may be
awarded as  Incentive  Stock  Options,  as  defined in Section  422 of the Code,
except that,  notwithstanding any of the foregoing limitations set forth in this
Paragraph  3, said  numbers of shares shall be adjusted as provided in Paragraph
12.  Any  shares  subject  to an  option  which  for any  reason  expires  or is
terminated  unexercised and any restricted stock which is forfeited may again be
optioned or awarded under the Plan;  provided,  however,  that forfeited  shares
shall not be  available  for further  awards if the  employee  has  realized any
benefits of ownership from such shares. Shares subject to the Plan may be either
authorized and unissued  shares or issued shares  acquired by the Company or its
subsidiaries.

               No employee shall receive,  over the term of the Plan,  awards in
the form of  options,  whether  incentive  stock  options or options  other than
incentive stock options, to purchase more than 500,000 shares of Common Stock.

4.      Eligibility

Key employees,  including  officers,  of the Company and its  subsidiaries  (but
excluding  members of the  Committee)  are  eligible  to be granted  options and
awarded  restricted  stock under the Plan and to have their  bonuses  payable in
stock. The



                                      -2-



 
<PAGE>

<PAGE>

employees who shall  receive  awards or options under the Plan shall be selected
from time to time by the  committee,  in its sole  discretion,  from among those
eligible, and the Committee shall determine, in its sole discretion,  the number
of shares to be  covered  by the award or awards  and by the  options or options
granted to each such employee selected.

5.      Duration of the Plan

               The Plan shall be adopted by the Board as of the date on which it
is approved by a majority of the  Company's  stockholders,  which  approval must
occur within the period ending twelve months after the date the Plan is adopted.
The Plan shall  terminate  upon the earlier of the following  dates or events to
occur:

               (a) upon the  adoption of a resolution  of the Board  terminating
        the Plan; or

               (b) ten years from the date of adoption of the Plan by the Board;
        or

               (c) the date all shares of Common Stock subject to the Plan shall
        have been purchased according to the Plan's provisions.

               No such  termination  of the Plan shall  affect the rights of any
Participant  hereunder and all options  previously  granted and restricted stock
and stock bonus awarded hereunder shall continue in force and in operation after
the  termination  of the Plan,  except as they may be  otherwise  terminated  in
accordance with the terms of the Plan.

6.      Terms and Conditions of Stock Options

               All  options  granted  under this Plan shall be either  Incentive
Stock  Options  as defined  in  Section  422 of the Code or  options  other than
Incentive Stock Options. Each such option shall be subject to all the applicable
provisions of the Plan,  including the following  terms and  conditions,  and to
such other terms and  conditions  not  inconsistent  therewith as the  Committee
shall determine.

               (a) The  option  price  per  share  shall  be  determined  by the
        Committee.  However, the option price shall not be less than 100% of the
        fair market value at the time the option is granted,  except,  that, the
        initial grant of options may be at the initial public  offering price of
        the Common  Stock.  The fair market  value shall be the mean of the high
        and low sales prices f or the Common Stock as reported on the  Composite
        Tape for New York Stock Exchange  issues for the day on which the option
        is granted.  If there is no sale of the shares  reported on such Tape on
        the date the  option is  granted,  the mean of the bid and asked  prices
        reported  on such Tape at the close of the  market on such date shall be
        deemed to be the fair market value of the shares.  In the event that the
        Common Stock is not listed on the New



                                      -3-




 
<PAGE>

<PAGE>

        York Stock Exchange or the method for  determining the fair market value
        of the  shares  provided  for in this  Paragraph  6(a) shall not for any
        reason be  practicable,  then the fair  market  value per share shall be
        determined by such other  reasonable  method as the Committee  shall, in
        its  discretion,  select  and  apply at the time of grant of the  option
        concerned.

               (b) Each option shall be exercisable  during and over such period
        ending not later than ten years from the date it was granted,  as may be
        determined by the Committee and stated in the option.

               (c) No option shall be exercisable prior to the expiration of the
        period  specified by the  Committee  at the time of grant (the  "vesting
        period"),  which period shall not be less than six (6) months, except as
        provided in Paragraphs 6(j), 9 and 12 of the Plan.

               (d)  Each  option  shall  state  whether  it will or will  not be
        treated as an Incentive Stock Option.

               (e) Each option may be exercised by giving  written notice to the
        Company specifying the number of shares to be purchased,  which shall be
        accompanied  by  payment in full  including  applicable  taxes,  if any.
        Payment  shall be (i) in cash,  or (ii) in shares of Common Stock of the
        Company  already owned by the optionee (the value of such stock shall be
        its fair  market  value  on the date of  exercise  as  determined  under
        Paragraph 6 (a) , or (iii) by a combination of cash and shares of Common
        Stock of the Company.  No option  shall be  exercised  for less than the
        lesser of 50 shares or the full number of shares for which the option is
        then  exercisable.  No optionee  shall have any rights to  dividends  or
        other  rights of a  shareholder  with  respect to shares  subject to his
        option until he has given  written  notice of exercise of his option and
        paid in full for such shares. Payment of taxes, if any, shall be in cash
        at time of exercise or on the  applicable  tax date under  Section 83 of
        the Code, if later, provided,  however, tax withholding  obligations may
        be met by the withholding of Common Stock  otherwise  deliverable to the
        optionee pursuant to procedures  approved by the Committee.  In no event
        shall Common Stock be delivered to any optionee until he has paid to the
        Company in cash the amount of tax required to be withheld by the Company
        or has  elected  to have  his  tax  withholding  obligations  met by the
        withholding of Common Stock in accordance  with the procedures  approved
        by the  Committee,  except  that in the case of later  tax  dates  under
        Section 83 of the Code,  the Company may deliver  Common  Stock prior to
        the  optionee's  satisfaction  of  tax  withholding  obligations  if the
        optionee  makes  arrangements  satisfactory  to the  Company  that  such
        obligations will be met on the applicable tax date.

               (f)  Notwithstanding  the foregoing  Paragraph  6(e) of the Plan,
        each option granted hereunder may provide, or be amended to provide, the
        right either (i) to exercise such option in whole or in part without any
        payment of the option



                                      -4-



 
<PAGE>

<PAGE>

        price,  or  (ii)  to  request  the  Committee  to  permit,  in its  sole
        discretion, such exercise without any payment of the option price. If an
        option is exercised  without a payment of the option price, the optionee
        shall  be  entitled  to  receive  that  number  of  whole  shares  as is
        determined  by dividing (a) an amount equal to the fair market value per
        share on the date of exercise as determined  under  Paragraph  6(a) into
        (b) an amount  equal to the excess of the total fair market value of the
        shares on such date as so determined with respect to which the option is
        being exercised over the total cash purchase price of such shares as set
        forth in the  option.  Fractional  shares  will be  rounded  to the next
        lowest number and the optionee will receive cash in lieu thereof. At the
        sole  discretion of the  Committee,  or as specified in the option,  the
        settlement of all or part of an optionee's  rights under this  Paragraph
        6(f) may be made in cash in an amount  equal to the fair market value of
        the  shares  otherwise  payable  hereunder.  The  number of shares  with
        respect to which any option is exercised under this Paragraph 6(f) shall
        reduce the number of shares thereafter  available for exercise under the
        option,  and such shares  thereafter may not again be optioned under the
        Plan.

               (g) Each option may provide,  or be amended to provide,  that the
        optionee may exercise the option without  payment of the option price by
        delivery  to  the  Company  of  an  exercise   notice  and   irrevocable
        instructions  to deliver  shares of Common  Stock  directly to the stock
        broker  named  therein in exchange  for payment of the option  price and
        withholding  taxes by such broker to the Company.

               (h) If an  optionee's employment  by the Company or a  subsidiary
        terminates  by reason of his retirement  under a  retirement plan of the
        Company or a subsidiary, his option may thereafter be exercised whenever
        the  vesting  period has elapsed  until  the  expiration  of the  stated
        period  of  the  option;  provided,  however,  that if the optionee dies
        after  such  termination  of employment,   any  unexercised  option  may
        thereafter be immediately exercised in full by the legal  representative
        of  his  estate or by  the  legatee of the optionee  under his last will
        until  the  expiration of the  stated  period  of the option;  provided,
        further,  that  any  right  granted  to  such an  optionee  pursuant  to
        Paragraph  6(f)  of  the  Plan,  shall  terminate  on  the  date of such
        termination of employment.

               (i) If an  optionee's  employment  by the Company or a subsidiary
        terminates  by reason of  permanent  disability,  as  determined  by the
        Committee,  his option may thereafter be exercised  whenever the vesting
        period has  elapsed  until the  expiration  of the stated  period of the
        option;  provided,  however,  that  if  the  optionee  dies  after  such
        termination  of  employment,  any  unexercised  option may thereafter be
        immediately  exercised in full by the legal representative of his estate
        or by the  legatee  of the  optionee  under  his  last  will  until  the
        expiration of the stated period of the option;  provided,  further, that
        any right granted to such an



                                      -5-



 
<PAGE>

<PAGE>

        optionee  pursuant to Paragraph 6(f) of the Plan, shall terminate on the
        date of such termination of employment.

               (j) If an  optionee's  employment  by the Company or a subsidiary
        terminates  by  reason  of his  death,  his  option  may  thereafter  be
        immediately  exercised in full by the legal representative of his estate
        or by the  legatee  of the  optionee  under  his  last  will  until  the
        expiration of the stated period of the option;  provided,  however, that
        any right granted to such an optionee  pursuant to Paragraph 6(f) of the
        Plan, shall terminate on the date of his death.

               (k)  Unless  otherwise   determined  by  the  Committee,   if  an
        optionee's  employment  terminates  for any  reason  other  than  death,
        retirement  or  permanent   disability,   his  option  shall   thereupon
        terminate.

               (l) The option by its terms  shall be  personal  and shall not be
        transferable  by the optionee  otherwise  than by will or by the laws of
        descent and distribution. During the lifetime of an optionee, the option
        shall be exercisable only by him.

               (m)  Notwithstanding any intent to grant Incentive Stock Options,
        an option  granted will not be considered  an Incentive  Stock Option to
        the extent that it together  with any earlier  Incentive  Stock  Options
        permits the  exercise  for the first time in any  calendar  year of more
        than  $100,000  in  value of  Common  Stock  (determined  at the time of
        grant).

               (n) In the  event  any  option  is  exercised  by the  executors,
        administrators,  heirs  or  distributees  of the  estate  of a  deceased
        optionee, the Company shall be under no obligation to issue Common Stock
        thereunder  unless and until the Company is satisfied that the person or
        persons   exercising   the   option   are  the  duly   appointed   legal
        representative of the deceased  optionee's estate or the proper legatees
        or distributees thereof.

               (o) No incentive stock option shall be granted to an employee who
        owns  immediately   before  the  grant  of  such  option,   directly  or
        indirectly,  stock possessing more than 10% of the total combined voting
        power of all classes of stock of the Company.  This restriction does not
        apply if, at the time such incentive stock option is granted, the option
        price is at least 110% of the fair  market  value of one share of Common
        Stock,  as  determined  in Paragraph  6(a), on the date of grant and the
        incentive  stock  option  by its  terms  is not  exercisable  after  the
        expiration of five years from the date of grant.



                                      -6-



 
<PAGE>

<PAGE>

7.      Terms and conditions of Restricted Stock Awards

               All awards of restricted stock under the Plan shall be subject to
all the  applicable  provisions of the Plan,  including the following  terms and
conditions,  and to such other terms and conditions not inconsistent  therewith,
as the Committee shall determine.

               (a) Awards of  restricted  stock may be in addition to or in lieu
        of option grants.

               (b)  During a  period  set by the  Committee  at the time of each
        award of  restricted  stock (the  "restriction  period"),  the recipient
        shall not be permitted to sell,  transfer,  pledge, or assign the shares
        of restricted stock.

               (c)  Shares  of  restricted   stock  shall  become  free  of  all
        restrictions  if the  recipient  dies or his  employment  terminates  by
        reason of permanent disability,  as determined by the Committee,  during
        the  restriction  period and, to the extent set by the  Committee at the
        time of the award or later, if the recipient  retires under a retirement
        plan of the Company or a subsidiary  during such period.  The  Committee
        may require medical evidence of permanent disability,  including medical
        examinations by physicians  selected by it. If the Committee  determines
        that any such recipient is not permanently  disabled or that a retiree's
        restricted stock is not to become free of  restrictions,  the restricted
        stock  held by  either  such  recipient,  as the case  may be,  shall be
        forfeited and revert to the Company.

               (d) Shares of  restricted  stock shall be forfeited and revert to
        the Company upon the  recipient's  termination of employment  during the
        restriction period for any reason other than death, permanent disability
        or  retirement  under a  retirement  plan of the Company or a subsidiary
        except to the extent the Committee,  in its sole discretion,  finds that
        such  forfeiture  might not be in the best  interest of the Company and,
        therefore,  waives all or part of the  application  of this provision to
        the restricted stock held by such recipient.

               (e) Stock  certificates  for restricted stock shall be registered
        in the name of the  recipient  but shall be  appropriately  legended and
        returned to the Company by the  recipient,  together with a stock power,
        endorsed in blank by the recipient.  The recipient  shall be entitled to
        vote shares of  restricted  stock and shall be entitled to all dividends
        paid  thereon,  except  that  dividends  paid in  Common  Stock or other
        property shall also be subject to the same restrictions.

               (f)   Restricted   stock  shall  become  free  of  the  foregoing
        restrictions  upon expiration of the applicable  restriction  period and
        the Company  shall deliver  Common Stock  certificates  evidencing  such
        stock.



                                      -7-




 
<PAGE>

<PAGE>


               (g) Recipients of restricted stock shall be required to pay taxes
        to the  Company  upon the  expiration  of  restriction  periods  or such
        earlier dates as elected  pursuant to Section 83 of the Code;  provided,
        however,  tax' withholding  obligations may be met by the withholding of
        Common  Stock  otherwise   deliverable  to  the  recipient  pursuant  to
        procedures approved by the Committee.  In no event shall Common Stock be
        delivered  to any  awardee  until he has paid to the Company in cash the
        amount of tax  required  to be withheld by the Company or has elected to
        have his withholding  obligations met by the withholding of Common Stock
        in accordance with the procedures approved by the Committee.

8.      Bonuses Payable in Stock

               In lieu of cash bonuses  otherwise  payable  under the  Company's
compensation  practices to employees  eligible to  participate  in the Plan, the
Committee,  in its sole  discretion,  may  determine  that such bonuses shall be
payable in stock or partly in stock and partly in cash. Such bonuses shall be in
consideration  of services  previously  performed and shall consist of shares of
Common Stock free of any restrictions  imposed by the Plan. The number of shares
of Common  Stock  payable in lieu of an amount of each bonus  otherwise  payable
shall be  determined  by dividing  such  amount by the fair market  value of one
share of Common  Stock on the date the bonus is  payable,  with the fair  market
value  determined in accordance  with Paragraph 6(a). The Company shall withhold
from any such  bonus an amount of cash  sufficient  to meet its tax  withholding
obligations.

9.      Limited Rights

               Any option  granted under the Plan may, at the  discretion of the
Committee, contain provisions for limited rights, as described herein. A limited
right shall be  exercisable  upon the  occurrence  of an event  specified in the
option  as an  exercise  event,  and shall  expire  thirty  (30) days  after the
occurrence of such event.  Exercise events may include, at the discretion of the
Committee and as specified in the option,  consummation  of a tender or exchange
offer  for at  least  20% of  the  Company's  Common  Stock  outstanding  at the
commencement  of such  offer  or a proxy  contest  the  result  of  which is the
replacement of a majority of the members of the Company's Board of Directors, or
consummation of a merger or  reorganization  of the Company in which the Company
does not survive or in which the  shareholders  of the Company  receive stock or
securities of another  corporation  or cash, or a liquidation  or dissolution of
the Company or other similar  events.  Limited rights shall permit  optionees to
receive in cash  either (i) the  highest  market  price per share for each share
covered by an option,  without regard to the date on which the option  otherwise
would be  exercisable,  which the Company's  Common Stock traded on the New York
Stock  Exchange for the sixty days  immediately  preceding the exercise event or
(ii) if provided by the Committee in its  discretion  at the time of grant,  the
highest  market  price per share for each share  covered by the option which the
Company's  Common  Stock  traded on the New York Stock  Exchange  on the date of
exercise,  less the option price per share specified in the option. In the event



                                      -8-



 
<PAGE>

<PAGE>


the exercise event is consummation of a tender or exchange offer,  the value per
share set by the tenderor or offeror shall be substituted for the highest market
price per share provided in clause (i) in the preceding sentence. Limited rights
shall not extend the exercise period of any option and, to the extent exercised,
shall reduce the shares of Company Common Stock available under the Plan and the
shares of such Stock covered by the options to which the limited rights relate.

10.     Transfer, Leave of Absence, Etc.

               For the purpose of the Plan:  (a) a transfer of an employee  from
the Company to a subsidiary,  or vice versa,  or from one subsidiary to another,
and (b) a leave of absence, duly authorized in writing by the Company, shall not
be deemed a termination of employment.

11.     Rights of Employees

               (a) No person  shall  have any  rights  or claims  under the Plan
        except in accordance with the provisions of the Plan.

               (b)  Nothing  contained  in the Plan  shall be deemed to give any
        employee  the right to be  retained in the service of the Company or its
        subsidiaries.

12.     Changes in Capital

               Upon   changes  in  the  Common   Stock  by  a  stock   dividend,
extraordinary dividend payable in cash or property,  stock split, reverse split,
subdivision, recapitalization, merger, consolidation (whether or not the Company
is a surviving  corporation),  combination  or  exchange of shares,  separation,
reorganization  or liquidation,  the number and class of shares  available under
the Plan as to which stock  options  and  restricted  stock may be awarded,  the
number  and class of shares  under each  option  and the option  price per share
shall be correspondingly adjusted by the Committee,  such adjustments to be made
in the case of outstanding  options without change in the total price applicable
to such options;  provided,  however,  no such adjustments  shall be made in the
case of stock  dividends  aggregating in any fiscal year of the Company not more
than 10% of the Common Stock  issued and  outstanding  at the  beginning of such
year or in the case of one or more splits,  subdivisions  or combinations of the
Common Stock  during any fiscal year of the Company  resulting in an increase or
decrease of not more than 10% of the Common Stock issued and  outstanding at the
beginning of such year.

               In the event of a "Change of Control of the Company" or a "Change
in Control of Union  Camp" (as  hereinafter  defined)  (i) all  restrictions  on
restricted stock previously awarded to recipients under the Plan shall lapse and
(ii) all stock options and stock appreciation rights which are outstanding shall
become immediately exercisable in full without regard to any limitations of time
or amount otherwise  contained in the Plan,





                                      -9-



 
<PAGE>

<PAGE>

the options or the rights.  Further,  in the event of a Change in Control of the
Company, the Committee may determine that the options shall be adjusted and make
such adjustments by substituting  for Common Stock subject to options,  stock or
other  securities  of any  successor  corporation  to the  Company  that  may be
issuable by another corporation that is a party to such Change in Control of the
Company if such stock or other  securities are publicly traded or, if such stock
or other  securities are not publicly  traded,  by  substituting  stock or other
securities  of a parent or affiliate of such  corporation  if the stock or other
securities of such parent or affiliate are publicly  traded,  in which event the
aggregate  option  price shall remain the same and the amount of shares or other
securities  subject to option shall be the amount of shares or other  securities
which  could  have been  purchased  on the day of the  Change in  Control of the
Company with the proceeds  which would have been received by the optionee if the
option had been exercised in full prior to such Change in Control of the Company
and the  optionee  had  exchanged  all of such  share in the  Change in  Control
transaction. No optionee shall have any right to prevent the consummation of any
of the foregoing acts affecting the number of shares available to the optionee.

               For purposes of the foregoing, "Union Camp" shall mean Union Camp
Corporation,  a Virginia  corporation  and a Change in Control of the Company or
Union Camp shall  include  either a "Change  in  Control  of the  Company"  or a
"Change in Control of Union Camp" (as each is hereafter defined) or both.

     I.   For  purposes of the  foregoing,  a "Change in Control of the Company"
          shall be deemed to have  occurred  upon the  occurrence  of one of the
          following events:

          (a) "any person," as such term is used in Sections  13(d) and 14(d) of
              the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
              Act") (other than the Company, any employee benefit plan sponsored
              by the Company,  any trustee or other fiduciary holding securities
              under an employee benefit plan of the Company,  or any corporation
              owned, directly or indirectly,  by the stockholders of the Company
              in substantially  the same proportions as their ownership of stock
              of the Company,  or Union Camp or any  subsidiary of Union Camp in
              which Union  Camp's  ownership is greater than 50% of the combined
              voting  power of such  subsidiary's  then  outstanding  securities
              eligible  to vote for the  election of its board of  directors  (a
              "Union Camp Subsidiary")), is or becomes (other than pursuant to a
              transaction which is deemed to be a  "Non-Qualifying  Transaction"
              under Subsection  12.I.(c)) the "beneficial  owner" (as defined in
              Rule 13d-3 under the Exchange  Act),  directly or  indirectly,  of
              securities of the Company representing 50% or more of the combined
              voting power of the Company's then outstanding securities eligible
              to vote for the  election of the Board of Directors of the Company
              (the "Company Voting Securities");




                                      -10-



 
<PAGE>

<PAGE>

          (b) individuals  who,  on December  1, 1996,  constitute  the Board of
              Directors of the Company (the "Incumbent Directors") cease for any
              reason to constitute at least a majority of the Board of Directors
              of the  Company,  provided  that any  person  becoming  a director
              subsequent to December 1, 1996,  whose  election or nomination for
              election  was  approved  by a vote of at least  two-thirds  of the
              Incumbent  Directors then on the Board of Directors of the Company
              (either by a specific  vote or by approval of the proxy  statement
              of the  Company  in which  such  person is named as a nominee  for
              director,  without written  objection to such nomination) shall be
              an  Incumbent  Director;  provided,  however,  that no  individual
              initially  elected or  nominated as a director of the Company as a
              result of an actual or threatened election contest with respect to
              directors  (including  without  limitation  in order to settle any
              such  contest) or any other actual or threatened  solicitation  of
              proxies  by or on behalf  of any  person  other  than the Board of
              Directors of the Company shall be an Incumbent Director;

          (c) the  stockholders of the Company approve a merger,  consolidation,
              statutory share exchange or similar form of corporate  transaction
              involving  the Company or any of its  subsidiaries  that  requires
              such  approval,  whether for such  transaction  or the issuance of
              securities in the transaction (a "Business  Combination"),  unless
              immediately following such Business Combination: (i) more than 50%
              of the total voting power of (x) the  corporation  resulting  from
              such Business Combination (the "Surviving Corporation"), or (y) if
              applicable,  the  ultimate  parent  corporation  that  directly or
              indirectly  has  beneficial   ownership  of  100%  of  the  voting
              securities   eligible  to  elect   directors   of  the   Surviving
              Corporation  (the "Parent  Corporation"),  will be  represented by
              Company Voting Securities that were outstanding  immediately prior
              to such Business Combination (or, if applicable, shares into which
              such Company Voting  Securities  were  converted  pursuant to such
              Business Combination),  (ii) no person (other than Union Camp, any
              Union Camp  Subsidiary,  any employee  benefit  plan  sponsored or
              maintained by the Surviving Corporation or the Parent Corporation)
              will be or becomes the beneficial  owner,  directly or indirectly,
              of 25 % or more  of the  total  voting  power  of the  outstanding
              voting  securities  eligible  to  elect  directors  of the  Parent
              Corporation (or, if there is no Parent Corporation,  the Surviving
              Corporation)  and (iii) at least a majority  of the members of the
              board of directors of the Parent  Corporation  (or, if there is no
              Parent  Corporation,  the  Surviving  Corporation)  following  the
              consummation of the Business  Combination were Incumbent Directors
              at the  time of the  approval  of the  Board of  Directors  of the
              Company of the  execution of the initial  agreement  providing for
              such  Business   Combination  (any  Business   Combination   which
              satisfies  all of the criteria  specified  in (i),  (ii) and (iii)
              above shall be deemed to be a "Non-Qualifying Transaction"); or




                                      -11-



 
<PAGE>

<PAGE>

          (d) the  stockholders  of  the  Company  approve  a plan  of  complete
              liquidation  or dissolution of the Company or an agreement for the
              sale or disposition by the Company of all or substantially  all of
              the Company's assets.

    II.   For  purposes  of the  foregoing,  a "Change in Control of Union Camp"
          shall be deemed to have  occurred  upon the  occurrence  of one of the
          following events when,  immediately  prior thereto,  Union Camp is the
          beneficial owner, directly or indirectly, of securities of the Company
          representing  50% or more of the combined  voting power of the Company
          Voting Securities:

          (a) any person  (other  than Union Camp,  any  employee  benefit  plan
              sponsored by Union Camp,  any trustee or other  fiduciary  holding
              securities  under an employee  benefit plan of Union Camp,  or any
              corporation owned, directly or indirectly,  by the stockholders of
              Union  Camp  in  substantially   the  same  proportions  as  their
              ownership  of stock of Union  Camp),  is or  becomes  (other  than
              pursuant  to a  transaction  which is deemed  to be a  UC-Involved
              Non-Qualifying   Transaction  under  Subsection  12.  II.(c))  the
              beneficial owner,  directly or indirectly,  of securities of Union
              Camp  representing  50% or more of the  combined  voting  power of
              Union Camp's then outstanding  securities eligible to vote for the
              election of the Board of  Directors  of Union Camp (the "UC Voting
              Securities");

          (b) individuals  who, on October  29,  1996,  constitute  the Board of
              Directors of Union Camp (the  "Incumbent UC Directors")  cease for
              any  reason  to  constitute  at least a  majority  of the Board of
              Directors  of Union  Camp,  provided  that any  person  becoming a
              director  subsequent  to  October  29,  1996,  whose  election  or
              nomination  for  election  was  approved  by a  vote  of at  least
              two-thirds  of the  Incumbent  UC  Directors  then on the Board of
              Directors of Union Camp (either by a specific  vote or by approval
              of the proxy statement of Union Camp in which such person is named
              as a nominee  for  director,  without  written  objection  to such
              nomination) shall be an Incumbent UC Director;  provided, however,
              that no individual initially elected or nominated as a director of
              Union Camp as a result of an actual or threatened election contest
              with respect to directors  (including  without limitation in order
              to settle  any such  contest)  or any other  actual or  threatened
              solicitation  of proxies by or on behalf of any person  other than
              the Board of  Directors  of Union  Camp shall be an  incumbent  UC
              Director;

          (c) the  stockholders  of Union Camp approve a merger,  consolidation,
              statutory share exchange or similar form of corporate  transaction
              involving Union Camp or any of its subsidiaries that requires such
              approval,   whether  for  such  transaction  or  the  issuance  of
              securities   in   the   transaction   (a   "UC-Involved   Business
              Combination"),   unless  immediately  following  such  UC-Involved
              Business Combination:  (i) more than 50% of the total voting power
              of (x) the corporation  resulting from such  UC-Involved




                                      -12-



 
<PAGE>

<PAGE>


              Business Combination (the "UC-Involved Surviving Corporation"), or
              (y) if applicable,  the ultimate parent  corporation that directly
              or  indirectly  has  beneficial  ownership  of 100% of the  voting
              securities   eligible  to  elect   directors  of  the  UC-Involved
              Surviving Corporation (the "UC-Involved Parent Corporation"), will
              be  represented  by UC Voting  Securities  that  were  outstanding
              immediately prior to such UC-Involved Business Combination (or, if
              applicable,  shares  into  which  such UC Voting  Securities  were
              converted pursuant to such UC-Involved Business Combination), (ii)
              no person  (other than any  employee  benefit  plan  sponsored  or
              maintained  by  the  UC-Involved   Surviving  Corporation  or  the
              UC-Involved Parent  Corporation) will be or becomes the beneficial
              owner, directly or indirectly,  of 25% or more of the total voting
              power  of the  outstanding  voting  securities  eligible  to elect
              directors of the UC-Involved  Parent  Corporation (or, if there is
              no  UC-Involved  Parent  Corporation,  the  UC-Involved  Surviving
              Corporation)  and (iii) at least a majority  of the members of the
              board of directors of the UC-Involved  Parent  Corporation (or, if
              there  is  no  UC-Involved  Parent  Corporation,  the  UC-Involved
              Surviving   Corporation)   following  the   consummation   of  the
              UC-Involved  Business  Combination  were Incumbent UC Directors at
              the time of the Board of Directors of Union Camp's approval of the
              execution of the initial agreement  providing for such UC-Involved
              Business  Combination (any UC-Involved  Business Combination which
              satisfies  all of the criteria  specified  in (i),  (ii) and (iii)
              above  shall  be  deemed  to  be  a  "UC-Involved   Non-Qualifying
              Transaction"); or

          (d) the  stockholders  of  Union  Camp  approve  a  plan  of  complete
              liquidation  or  dissolution of Union Camp or an agreement for the
              sale or disposition by Union Camp of all or  substantially  all of
              Union Camp's assets.

              Anything  contained  herein  to the  contrary  notwithstanding,  a
Change in  Control  of the  Company  or Union  Camp  shall be deemed not to have
occurred  with respect to any optionee  who  participates  as an investor in the
acquiring entity (which shall include the Parent  Corporation or the UC-Involved
Parent  Corporation,  when and as  applicable)  in any such  Change  in  Control
transaction  unless such acquiring entity is a  publicly-traded  corporation and
the  optionee's  interest  in such  acquiring  entity  immediately  prior to the
acquisition  constitutes  less than one  percent (1 %) of both (1) the  combined
voting power of such entity's outstanding  securities and (2) the aggregate fair
market value of such entity's  outstanding equity  securities.  For this purpose
the optionee's interest in any equity securities shall include any such interest
of which such optionee is a beneficial owner.

13.     Use of Proceeds

               Proceeds  from the sale of shares  pursuant  to  options  granted
under this Plan shall constitute general funds of the Company.





                                      -13-



 
<PAGE>

<PAGE>

14.     Amendments

               The Board of Directors may amend,  alter or discontinue the Plan,
 . including  without  limitation  any  amendment  considered  to be advisable by
reason of changes to the United States Internal  Revenue Code, but no amendment,
alteration or discontinuation shall be made which would impair the rights of any
holder of an award of  restricted  stock or option  or stock  bonus  theretofore
granted,   without  his  consent,   or  which,   without  the  approval  of  the
shareholders, would:

               (a) Except as is provided in Paragraph  12 of the Plan,  increase
        the total number of shares reserved for the purpose of the Plan.

               (b) Except as is provided in Paragraphs  6(f) and 12 of the Plan,
        decrease  the  option  price of an  option to less than 100% of the fair
        market value on the date of the granting of the option.

               (c) change the class of persons  eligible  to receive an award of
        restricted stock or options under the Plan; or

               (d) Extend the duration of the Plan.

               The  Committee  may amend  the  terms of any award of  restricted
stock or option theretofore granted, retroactively or prospectively, but no such
amendment shall impair the rights of any holder without his consent.

15.      Miscellaneous Provisions

               (a) The Plan shall be unfunded. The Company shall not be required
to establish  any special or separate fund or to make any other  segregation  of
assets to assure the  issuance of shares upon  exercise of any option  under the
Plan.

               (b) It is understood that the Committee may, at any time and from
time to time after the granting of an option or the award of restricted stock or
bonuses  payable in Common  Stock  hereunder,  specify  such  additional  terms,
conditions  and  restrictions  with  respect  to such  option or stock as may be
deemed necessary or appropriate to ensure compliance with any and all applicable
laws,  including,  but not limited to, terms,  restrictions  and  conditions for
compliance with federal and state  securities laws and methods of withholding or
providing for the payment of required taxes.

               (c)  If at  any  time  the  Committee  shall  determine,  in  its
discretion, that the listing,  registration or qualification of shares of Common
Stock upon any national  securities  exchange or under any state or federal law,
or the consent or approval of any governmental  regulatory body, is necessary or
desirable  as a condition  of, or in  connection  with,  the sale or purchase of
shares of Common Stock hereunder, no option or



                                      -14-



 
<PAGE>

<PAGE>

stock appreciation right may be exercised or restricted stock or stock bonus may
be transferred in whole or in part unless and until such listing,  registration,
qualification,  consent or approval  shall have been  effected or  obtained,  or
otherwise provided for, free of any conditions not acceptable to the Committee.

               (d) The Plan shall be governed  by and  construed  in  accordance
with the laws of the Commonwealth of Virginia.

16.     Limits of Liability

               (a) Any  liability of the Company or a subsidiary  of the Company
to any  Participant  with  respect to an option or stock or other award shall be
based solely upon contractual obligations created by the Plan and the Agreement.

               (b) Neither the Company nor a subsidiary of the Company,  nor any
member of the Committee or the Board, nor any other person  participating in any
determination  of  any  question  under  the  Plan,  or in  the  interpretation,
administration or application of the Plan, shall have any liability to any party
for any action  taken or not taken in  connection  with the Plan,  except as may
expressly be provided by statute.






Amended January 2, 1997



                                      -15-





<PAGE>