Evergreen Travel and Expense Policy

Evergreen Travel and Expense Policy I. PURPOSE The purpose of this procedure is to provide guidelines for travel and entertainment and to establish the authority to use the Corporate Travel Card. II. DESCRIPTION Corporate travel cards will be issued to frequent travelers. The travel card will be used in conjunction with an on-line expense reporting system called Concur. Transactions on the travel card will automatically be populated into the Concur expense report system. This system is restricted to allowable business expenses only, which are reasonable, necessary, and properly authorized expenses that benefit Company operations or are necessary for an employee to effectively perform assignments. Travel expenditures must comply with this policy as well as the Evergreen Packaging Code of Ethics. III. SCOPE These policies apply to all units of Evergreen Packaging, Inc (the Company ). The procedures and controls apply to all domestic business units. All other units should use this document as a guide for developing procedures and controls for reimbursing employees in compliance with these policies or, for bargaining unit employees, in accordance with the applicable contract. IV. RESPONSIBILITY Employees are responsible for ensuring that expenses submitted for reimbursement are, by policy, allowable business expenses. Managers are required to ensure that the policy is understood and followed by all concerned, which includes ongoing review of their employees' travel expenses, credit card charges and cash advance activity. Managers have the primary responsibility for ensuring that cardholder expense reports are reviewed for compliance with all applicable company policies and guidelines. If misuse of a corporate credit card is suspected, the employee s manager should immediately notify the internal audit staff, as well as the human resources representative. For items not specifically referenced in this policy, the cardholder must obtain their manager's and business unit controller's (corporate controller in the case of officers) approvals and send the approvals and supporting documentation including the circumstances justifying the reimbursement to the T & E department when submitting the expense report. In the absence of

such approval and documentation, the reimbursement will be considered a policy violation. An opinion from Legal or Human Resources should be included if applicable. A. GENERAL V. PROCEDURE The Company issues employees an individual Bank of America Visa Card (the "Corporate Card") for use when incurring business expenses on the Company's behalf. With respect to this card: It will be used for all airline, hotel and rental car expenses and whenever possible for meals and other expenses. The employee is liable for any delinquency charges for past due accounts. The Corporate Card may be canceled for nonpayment or other policy violation. Use of the Corporate Card for personal transactions, including personal cash advances, is prohibited, and can result in disciplinary action, up to and including termination. See section G, Policy Violations. (The only exception to this policy is utilization of the Corporate Card for small incidental items that are included in a hotel billing. Such use requires employee reimbursement of all personal items.) The Corporate Card is connected to the Concur expense report system. Transactions on the travel card will automatically populate within Concur to be used in creating expense reports. The use of this card will facilitate the processing of expense reports. To obtain a Corporate Card complete the forms in Exhibits II and III and submit them for approval. All forms described in this policy are available on the Intranet. B. BUSINESS EXPENSE REPORT Submitting an expense report is not only a request for reimbursement, it is a representation that the expenditures are in full compliance with Company policy and contain the documentation and support required for tax purposes. The employee is responsible for timely submission of expense statements related to credit card charges. Each employee submitting expenses for reimbursement is responsible for ensuring the timely submission of expense statements and that the expenditures submitted are, by policy, allowable business expenses. Each manager must ensure that this policy is understood and followed by all concerned. Managers are also responsible for ongoing review of their employees' travel expenses, card charges and cash advance activity. Employees should not accept payment for such expenses by a customer or

other business contact but should pay their own expenses and submit them for Company reimbursement. A business expense report and related documentation are required to support reimbursement for business expenses. Expenditures must be itemized and explained in sufficient detail on the Expense Report (e.g., "Miscellaneous" and "Incidentals" are not sufficient descriptions). For instructions on completing an expense report with the on-line Concur system see the link to the Concur tutorial located on the Intranet in the travel section. 1. Receipts and Support Itemized original receipts or other documentation are required to be submitted for charges that are to be reimbursed to the employee along with the charges for all lodging and international travel. Also, receipts are required for all individual expense items in excess of $25. Proper receipts specify the amount, date, place and type of expense. These receipts should be electronically attached at the time the expense report is submitted in the Concur system. Personal credit cards, checks or cash may be used for business expenses only if the vendor does not accept the Corporate Card. If the original receipt is not available, documentation should be electronically attached and an explanation should be given as to the reasons why the original receipts were not submitted. The employee's manager should approve these exceptions. The employee is responsible for maintaining proper documentation for all expenditures; therefore, this procedure should only be necessary in rare circumstances. 2. Direct Billing of Travel and Entertainment Expenses Direct billing of travel and entertainment expenses (including, but not limited to, airline tickets, hotel bills, vehicle rentals, meal expenses, taxi or limousine charges) is not permitted. The only exception is for travel costs associated with recruits and employees who are not issued a Corporate Card. The appropriate department manager must approve these costs in advance. Business meals are directly billable to the Company only when the Corporate Card is not accepted. In these situations, normal purchasing and accounts payable procedures and approvals apply. 3. Timing Expense Reports should be submitted promptly upon completion of a trip or assignment to ensure timely payment of Corporate Card charges. Timely reimbursement of T&E expenses is also essential in safeguarding Company assets and interests. Business expenses older than six (6) months will NOT be reimbursed.

4. Cash Advances Temporary cash advances are not allowed except in unusual circumstances. A check request approved by the location Controller and the employees supervisor should be forwarded to accounts payable 10 days prior to the business trip. An expense report must be submitted within 30 days of the completion of the trip to clear the cash advance. The location Controller is responsible for collecting any unreported cash advances. Cash advances on the Corporate Travel card should only be used in unusual circumstances such as service representatives that travel a large amount of time. Use of Corporate travel card advances should be kept to a minimum. Fees associated with cash advances must be included on the expense report for approval and reimbursement. 5. Foreign Currency Expenditures When reporting individual foreign currency expenditures charged on your travel card, the exchange rate conversion into U.S. dollars will be automatically calculated by Bank of America based on the charge date and country where the expense was incurred. The expense will be shown in USD in the Concur system. No manual conversion is necessary for the employee. If the expense was out of pocket you must enter the exchange rate for that day and the country on your expense report and Concur will calculate the conversion to US dollars. 6. Method of Reimbursement All approved company expenses will be reimbursed including out of pocket expenses directly to the employee's bank account (direct deposit only, no checks will be issued). The employee is responsible for paying their travel card account within terms of the account. C. ALLOWABLE BUSINESS EXPENSES Employees submitting expenses for reimbursement are responsible for ensuring that the expenditures submitted comply with the Company's Travel and Entertainment policies (i.e., expenditures are "allowable business expenses"). If the Company determines that an employee has been reimbursed for an expense which violates policy (is not "allowable"), the employee will be subject to appropriate disciplinary action up to and including termination (see Section G., Policy Violations). 1. Use of Company Travel Agency The Company currently has an agreement with World Travel Services, Inc. (WTS). WTS is integrated into the Concur on-line expense system. All travel arrangements and reservations (airline, lodging, and rental car) as well as in-route airline ticket changes are to be booked through WTS. Travelers are required to use the on-line service whenever possible, with the exception of International Travel. All International Travel should be booked through the WTS International Service Desk.

Travelers are required to use the preferred vendors identified by WTS for Hotels and Rental Cars. Travelers are required to book the lowest priced logical airline tickets as defined below. 2. Vehicle Expense Personal Vehicles The standard mileage rate, as specified by the Internal Revenue Service, will be used to calculate the reimbursement to employees for the use of personally owned vehicles used for Company business. 3. Tickets/Transportation Employees will be reimbursed when traveling on Company business for the cost of local and inter-city transportation, excluding normal transportation between the employee's home and his/her home office. Employees should use the most economical means of transportation to/from airports. Employees should utilize off-site discount parking if available unless doing so presents a safety hazard or physical hardship for the employee. Rental Vehicles As noted above, all rental car reservations will be booked through WTS. Travelers are permitted to rent the lowest priced, mid-sized automobile provided by the identified preferred vendors. Travelers may book larger vehicles if two or more employees are traveling together. Best efforts should be used to refuel the rental vehicle. Evergreen Packaging, through its corporate insurance policy, provides for physical damage insurance and liability insurance for rental vehicles in North America. Therefore, when a vehicle is rented in North America, the employee should not purchase any insurance coverage provided by the rental car company. International car rentals will be handled through the WTS International Service Desk. Airline Tickets As noted above, all airline tickets will be booked through WTS. Travelers should generally select the least costly, coach class, direct or one-stop air route, considering advance purchase rates and airline discounts. Air Travel should be booked 15 days advance notice where practical in order to obtain the lowest possible fair. Incurring incremental or increased fairs for en route changes should be based on legitimate business needs. Employees should use good judgment and make every effort to minimize these costs.

Any credits or vouchers received by a Traveler during Company business travel must be used for Company travel. Unused Airline Tickets The cost of unused non-refundable airline tickets should only be reimbursed if there is a valid business reason for not using the ticket, and the explanation is included with the expense report. Advance Purchase Airline Tickets Generally, travel expenses are submitted for reimbursement upon completion of the business trip. However, if airline tickets are purchased so far in advance that payment will be delinquent even if the expense report is submitted immediately after the trip, an expense report may be submitted for the cost of the tickets before travel is completed. If reimbursed in advance, the traveler must ensure that the expense report submitted after the trip does not include the airfare. First Class and Business Class Air fare The cost of traveling first class or business class is not an allowable business expense except for International travel, in both cases it requires to be pre-approved by the Senior Vice President. The form in Exhibit I must be approved and attached to the expense report. Frequent Flyer Tickets The Company does not require employees to use frequent flyer tickets earned on Company business for Company travel. Travel Club Memberships Travel club memberships will be reviewed on a case-by-case basis and evaluated for business need. The CEO or CFO must approve all memberships in advance. 4. Lodging The cost of a hotel room is an allowable business expense when traveling or when required by Company business. Employees are required to stay at a Company preferred hotel. When available preferred hotels will be identified when booking travel. A per night rate under $150 will be allowed except in metropolitan area cities where this rate is not the norm (e.g. Los Angeles, New York, Chicago, London, Paris, Auckland, etc.) 5. Meals Travelers will be reimbursed for the total cost of meals (including reasonable tips) when overnight travel is involved. Travelers are expected to limit meal expense to reasonable and customary levels.

Generally, meals are not a business expense if overnight travel is not involved. However, if an employee is working unusual hours, the cost of breakfast and/or dinner may qualify as a business meal even if no overnight stay is involved (see Business Meals described in Section C.8., Entertainment). 6. Telephone The costs of telephone calls made on behalf of the Company are allowable expenses as are a reasonable number of personal calls during business travel. Employees should use the lowest cost option when making long distance calls (e.g., use Company calling card vs. charging calls to a hotel room or calling collect). If business calls aggregate $25 or more, the phone bill must be submitted with the expense report. Guidelines relative to issuance and utilization of companyissued cellular phones are addressed within Section D.3., Home Phone and Cellular Phone Expense. 7. Other Travel Expense Other allowable business expenses include, but are not limited to, the following: Laundry and valet charges incurred during business trips of more than four days away from home. Gratuities and tips for items other than meals (e.g., hotel gratuities and taxis) paid in accordance with local custom. Tolls and parking fees incurred during the use of a personal or rental vehicle while on business travel status. Passports and related photos Personal funds stolen from an employee during business travel will be reimbursed if all of the following criteria are met: 1. The amount was reasonable for the business destination and duration of the travel stay, 2. Normal precautions were taken, and 3. All supporting documentation (e.g. police report, hotel theft report, etc.) is submitted with the Expense Report. 8. Entertainment Entertainment involves those activities for which a Company employee is the host. The host employee submits all group expenses on an expense report. Entertainment (including business meals) of those who have an influence on Company business must comply with corporate policy, ethical business conduct, and antitrust compliance. An employee entertaining

such guests must have, in advance, an understanding with their manager regarding the people to be entertained, the type of entertainment to be provided and the approximate cost. a. Business Meals - Entertaining Company Guests Business meals include the costs of meals and beverages when entertaining Company guests for a business purpose. (The tax regulations stipulate that meals are not deductible as business expenses if they are "lavish or extravagant".) The documentation submitted with the expense report must have the following information: Name of the establishment, city and state Exact amount and date of the expense Names and relationship to Evergreen Packaging of all guests Business purpose and specific business topics discussed (e.g., discussion of new product with potential customer, discussion of special delivery dates); general statements such as "business meal," "goodwill," "sales," "customer relations," etc., are not sufficient. The original receipt (if $25 or more) b. Business Meals - Attended only by Company Employees Acceptable types of business meals attended only by Company employees are as follows: A luncheon or dinner meeting with an employee traveling from another company location. Meals while working unusual hours, including breakfast and dinner, when no overnight stay is involved. The circumstances and hours involved must also be documented in the "Business Purpose" heading. The same documentation should be submitted with the expense report as is required with Section C.8.a, Business Meals - Entertaining Company Guests. c. Entertainment Other than Meals ("Other Entertainment") General The business purpose of Other Entertainment must be fully explained, and general statements such as "business entertainment", "goodwill", etc., are not sufficient. In addition, all guests being entertained and their relationship to Evergreen Packaging should be clearly identified. Tickets/Entertainment

Buying tickets or incurring entertainment cost for a customer, vendor or other non-employee when a Company employee does not attend is a gift. The CEO or CFO must approve these expenditures in advance. A gift to any non-employee should be paid through accounts payable to ensure that a Form 1099-MISC is issued if required. When an employee attends with the non-employee, individual tickets for specific one-time events, such as concerts, opera, sporting events, etc., are reimbursable through T&E up to the face value of the tickets. Season tickets for events must be obtained with a purchase order and should not be included on an expense report for reimbursement. These require the advance approval of the CEO. The location utilizing the tickets must maintain documentation regarding approvals for purchase and utilization of tickets. Documentation The documentation requirements for Section C.8.a., Business Meals - Entertaining Company Guests, also apply to other entertainment. In addition, if the entertainment preceded or followed the business discussion, the expense report must state time (before, during, or after event), place and duration of business discussion. Travel Costs Associated with Entertainment Expenditures of an entertainment nature incurred for the travel costs of non-employees are reported as "Business Meals" and "Other Entertainment" on the expense report. Other nonemployee travel expenses that are not entertainment related are reported as "Travel Expense" on the expense report. 9. Expenses of Spouse and Other Family Members In general, expenses of an employee's spouse and other family members are not reimbursable unless they are in the interest of Company business. The CEO or CFO must authorize these expenses in advance. However, if these expenses do not meet the IRS definition of "in the interest of Company business", they will be treated as compensation to the employee. 10. Social Functions for Employees Large company-sponsored social functions for employees are defined as holiday parties, picnics, family outings, etc. Expenses for these events should not be processed via expense reports. D. OTHER REIMBURSABLE EXPENSES The term "Other Reimbursable Expenses" refers to expenditures not classified as travel or entertainment expense that are reimbursed through the T&E system. Examples include, but are not limited to, home (business) telephone charges (see also Section D.3., below). If Company

policy requires specific approval for any item being submitted for reimbursement, the employee must enclose documentation that the required approval(s) have been obtained. Items that may be processed through T&E that require specific approvals include, but are not limited to: Gifts of condolence to employees or customers. Contributions. Industry, trade and professional association dues and assessments. Itemized receipts for other reimbursable expenses must be submitted for all individual items of $25 or more. 1. Sales Promotional Gifts to Customers Gifts to customers of a sales promotional nature are reimbursable as long as each individual item is valued less than $25 and is marked with the Company logo. 2. Gifts of Condolence Reasonable expenditures for gifts of condolence (e.g., flowers, cards, memorial donations) to an employee or customer for a recent death or illness in the employee/customer's immediate family will be reimbursed when properly approved in advance by the appropriate Facility Manager, Business Sales Manager, Staff Group Manager or equivalent position. 3. Home Phone and Cellular Phone Expense If business calls are made from a home or personal cellular phone, the employee must indicate on the Expense Report the names and business affiliations of the persons called. Additionally, if the business calls aggregate $25 or more, the employee must submit the phone bill, with the business related calls denoted as such, along with the Expense Report. Company cellular phone expenses are NOT processed through T&E. Employees who need to reimburse the company for personal expenses made with a company cell phone should make payment by personal check and direct it as follows: Evergreen Packaging, Inc., 5350 Poplar Ave., Suite 600, Memphis, TN 38119. The employee s cellular number should be included on the check, and supporting documentation should be attached. The employee should maintain a copy for audit purposes. E. ITEMS SPECIFICALLY REQUIRING APPROVAL Many items specifically require approval in advance of being expensed by any payment method, due to policy requirements or due to the nature of the expenditures. Although not meant to be allinclusive, the following list represents expenditures that require such pre-approvals: Issuance of corporate credit card requires manager's approval.

Manager's approval of expenses required when item requires receipt, but the receipt is missing. Travel costs for recruits & employees without credit cards require approval in advance by the department manager. Cost of traveling first class or business class is not allowable except for international travel, in both cases it requires to be pre-approved by the Senior Vice President (See Section C.3). Season tickets require advance approval of the CEO (See Section C.8.c). Spousal travel is generally not reimbursable, unless authorized in advance by the CEO or CFO (See Section C.9). Large company-sponsored social functions for employees require advance approval. Contributions require approvals. The CEO or CFO must approve travel club memberships in advance. F. UNALLOWABLE EXPENSES The following items are considered to be personal in nature and generally are not allowable business expenses. Specific exceptions to these general guidelines require the approval of a Senior Vice President. Barber, hairdresser, or beauty parlor. Purchase of clothing and toiletries. Personal entertainment (e.g., movies, shows, sporting events, visits to health clubs and gyms, magazines or subscriptions to any publications for personal use). Personal credit card annual fees. Personal property insurance and travel insurance. Auto club (e.g., AAA) or roadside assistance charges. Cost of collision damage insurance and personal injury insurance for rented automobiles used within the continental United States. Losses incurred as a result of lost personal credit cards, lost personal property, fines for traffic violations. Cost of travel to and from work and parking charges at employee's home location. Cost of side trips for personal reasons.

Living expenses during the time a business trip is extended for personal reasons. (Exceptions to this would be allowed in cases where the cost of extending a trip into the weekend would decrease the total cost of the business trip. The employee's manager must pre-approve these exceptions.) 'In lieu of' travel expenses are to be managed by the business groups that use this practice (i.e., Corporate Audit). In general, the total cost of the trip cannot exceed the cost of the flight during normal business days. Maintenance or repair of a home or property while employee is away from home on a business trip. Childcare expenses incurred as a result of business travel. Pet care expenses incurred as a result of business travel. Subscriptions and publications that are not specifically related to the employee s technical skills and profession are not reimbursable expenses. Examples of subscriptions and publications that are not reimbursable are as follows: Wall Street Journal, Fortune, Time, Business Week, and other similar publications. Business gifts and awards given to employees and non-employees. G. POLICY VIOLATIONS Employees who do not comply with and/or violate the Travel and Entertainment policies and procedures may be subject to consequences, including but not limited to the following: Require further explanation for questionable expenses causing a delay in reimbursement. Repayment of money received for expenses, which were not allowable business expenses. Payment of Corporate Card fines and/or penalties. Loss of Corporate Card privileges such as ATM cash advances, requiring that the traveler pre-fund their own business-related expenses. Result in revocation of the employee s authorization to use the card and/or travel restrictions for the employee. Subject the employee to disciplinary action up to and including termination. Result in the prosecution of the employee to recover company funds expended for unauthorized purposes.

H. AUTHORIZED APPROVERS All facility managers, Corporate Directors, and anyone reporting to a Senior Vice president has the authority under this policy to approve travel and entertainment expenses up to $5,000 per expense report. A Senior Vice President must approve anything above this amount.