Directors' Retirement Benefit Plan

Exhibit 10(c)
SCOTT PAPER COMPANY
DIRECTORS' RETIREMENT BENEFIT PLAN


Section 1. Definitions
-----------


The following words and terms shall have the indicated meanings wherever they appear in the Plan:


1.1 "Board of Directors" shall mean the Board of Directors of the Company.


1.2 "Committee" shall mean the Nominating Committee of the Board of Directors.


1.3 "Company" shall mean Scott Paper Company.


1.4 "Director" shall mean a member of the Board of Directors on or after the Effective Date but shall exclude any Director who has been a Company employee and is eligible for pension benefits under any other Company retirement plan.


1.5 "Disability" shall mean any injury or illness which, in the opinion of a duly licensed physician acceptable to the Company, renders it impossible for a Director to continue to perform his or her duties as a member of the Board of Directors and is expected to be of long, continued and indefinite duration.


1.6 "Effective Date" shall mean the date on which the Plan is adopted by the Board of Directors.


1.7 "Period of Service" shall mean the period that begins on the date a Director is elected to the Board of Directors and ends on the date of termination of membership on the Board of Directors. There shall be excluded from Period of Service any period during which a Director was concurrently an employee of the Company. A Director may have one or more Periods of Service on the Board of Directors in which case the aggregate of such Periods shall constitute the Period of Service.


1.8 "Plan" shall mean the Scott Paper Company Directors' Retirement Benefit Plan as set forth herein, or as it may be amended from time to time by the Board of Directors.


1.9 "Retirement Benefit" means the annual benefit to which a Director may become entitled pursuant to Section 3. Such benefit shall be payable in cash in equal monthly payments for the lesser of (a) 15 years or (b) the Period of Service (prorated for any period less than a month).


1.10 "Secretary" shall mean the Secretary of the Company who shall have responsibility for those functions assigned under the Plan.


1.11 "Vested Director" shall mean a Director whose Period of Service includes 5 years.


Section 2. Eligibility Requirements
------------------------


2.1 Each Director who, after the Effective Date, (a) retires from the Board of Directors or becomes subject to a Disability and (b) is a Vested Director shall be eligible to participate in the Plan. No Retirement Benefit shall be payable to a Director who, after the termination of his or her services as such, shall have rendered services as a director, employee, officer or consultant to a company in a line of business in which the Company competed prior to the termination of his or her services as a Director unless the Company has given its written consent thereto.


Section 3. Benefits
--------


3.1 Each Director who meets the eligibility requirements of the Plan shall be entitled to receive an annual Retirement Benefit equal to the annual retainer paid to such Director (exclusive of any retainers paid for service on, or as chairpersons of, Standing Committees of the Board of Directors) immediately prior to his or her retirement from the Board of Directors or his or her Disability. Such Retirement Benefit shall be paid, commencing on the later of (a) the first day of the month following his or her sixtieth birthday or the month in which the Director retires, whichever is later or (b) at the election of the Director, on the first day of such other month and year following his or her retirement as has been previously designated in writing by the Director . To be effective, such an election must be delivered to the Secretary after the Effective Date and a minimum of thirteen (13) months prior to the Director's retirement. If an election has not been made or is ineffective, payment shall commence as provided in (a) herein. Upon application, the Committee may approve immediately co ...