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The following is an excerpt from a DEF 14A SEC Filing, filed by SONOCO PRODUCTS CO on 3/14/2001.
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SONOCO PRODUCTS CO - DEF 14A - 20010314 - COMMITTEE_INTERLOCKS

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. A. T. Dickson, C. J. Bradshaw, Paul Fulton, B. L. M. Kasriel, E. H. Lawton, Jr., and C. D. Spangler, Jr. served on our Executive Compensation Committee during the year ended December 31, 2000.

Mr. A. T. Dickson and Mr. Paul Fulton are directors of Bank of America Corporation. During the third quarter of 2000, Bank of America served as agent to provide a 364-day committed revolving line of credit with a one-year term out option for $450,000,000 to support our commercial paper program and for general corporate purposes. Bank of America's commitment to this facility is $50,000,000. A committed line of credit from Bank of America has been in place since 1987 and has been renewed, amended and increased or decreased according to our needs. Bank of America has extended other lines of credit to us as support for letters of credit, overdrafts and other corporate needs. It also provides treasury management services to us. We pay fees to the bank for these services and for the availability of the lines of credit, as well as interest on borrowed funds. All transactions were handled on a competitive basis. Management is convinced that the rates and provisions were as favorable to us as we could have obtained from similar sources.

Mr. A. T. Dickson, an executive officer of Ruddick Corporation, is a member of our Compensation Committee. Mr. H. L. McColl, Jr., an executive officer of Bank of America Corporation and one of our directors, is a director of Ruddick Corporation.

TRANSACTIONS WITH MANAGEMENT

Mr. H. L. McColl, Jr. is Chairman and Chief Executive Officer and Director of Bank of America Corporation. Messrs. C. W. Coker, A. T. Dickson and Paul Fulton are directors of Bank of America Corporation. See the Compensation Committee Interlocks and Insider Participation section.

Mr. R. J. Brown is a director of First Union Corporation. First Union National Bank provides a line of credit of $45,000,000 like that of Bank of America to support our commercial paper program and for general corporate purposes. It also provides trustee services. We pay fees to First Union National Bank for the availability of the credit line and for the trustee services.

Mr. P. C. Browning, a former director and executive officer who retired in 2000, is a director of Wachovia Corporation. Wachovia Bank, N.A. provides a line of credit of $45,000,000 like that of Bank of America to support our commercial paper program and for general corporate purposes. We pay fees to Wachovia Bank, N.A. for the availability of the credit line.

Sonoco Hongwen Paper Company, Ltd. (SHW), a subsidiary of Sonoco Asia, LLC, and Lafarge Onoda Gypsum, Shanghai, (LOGS), a subsidiary of China Plasterboard Corporation Holding Company (British Virgin Islands), a subsidiary of Lafarge Platres International, entered into an agreement in 1998 whereby LOGS will provide technical assistance to SHW in the development and manufacture of plasterboard liner. SHW will supply the plasterboard liner to LOGS at prevailing market prices. Lafarge Platres International, through China Plasterboard Corporation, has funded 50% of the capital costs ($450,000) for implementation of the project. The balance of approximately $450,000 has been met by

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Sonoco Asia, LLC. Mr. B.L.M. Kasriel is Vice Chairman and Chief Operating Officer of Lafarge. Lafarge Platres International is a subsidiary of Lafarge.

During 2000 we purchased timber from a trust of which Mr. T. C. Coxe, III, one of our directors and a former executive officer, is trustee and more than a 10% beneficial owner. The aggregate purchase price of the timber was approximately $569,000.

During 2000 we paid approximately $655,000 to Phoenix Home Life Mutual Insurance Company for premiums for split-dollar insurance policies covering certain of our officers and directors. Ms. D. D. Young is an executive officer and director of Phoenix Home Life Mutual Insurance Company.

We anticipate that we will continue to engage in similar business transactions in 2001.

Our management believes the prices and terms of the transactions reported above were comparable to those we could have obtained from other sources.

On July 21, 2000, Mr. P. C. Browning elected to retire prior to normal retirement age from his positions as President and Chief Executive Officer and as a Director. In connection with his retirement, the Company provided him with severance benefits totaling approximately $4,100,000 pursuant to an Agreement and Mutual Release. The terms of that agreement provide for Mr. Browning to begin receiving benefits from the Company's Supplemental Executive Retirement Plan on August 1, 2002, and for payments to him under the plan to be adjusted to reflect payments that would have been made if he had continued to be employed by Sonoco until July 31, 2002. The agreement also provides for continuation of Mr. Browning's salary for 24 months, reduced by any compensation he may receive from full-time employment. In February 2001, Mr. Browning was entitled to a bonus for the year 2000 under the Annual Bonus Plan for Executives. On July 21, 2000, the agreement also provided for Mr. Browning to become 100% vested in 175,000 unvested stock options previously granted to him and 100% vested in 11,322 shares of restricted stock previously granted to him. Remaining restricted shares held by him at July 21, 2000, from his December 31, 1999, grant were cancelled. The agreement further provides for Mr. Browning to receive payments for (i) unused vacation time, (ii) medical and dental insurance on the same basis as other retirees until he is eligible for medical coverage from another employer, (iii) continuation of split-dollar life insurance premiums, (iv) limited protection against loss on the sale of his home, (v) secretarial assistance for 12 months, (vi) limited reimbursement for financial and tax planning fees, and (vii) reimbursement for certain legal fees. In return for these payments and promises made in the agreement, Mr. Browning agreed not to disclose confidential information about the Company and agreed for a period of two years not to participate without the Company's written consent in a business that competes with Sonoco or to solicit Sonoco's employees, customers, suppliers, or parties who use the Company's services. The Company agreed to indemnify Mr. Browning as fully as possible against certain amounts he might have to pay arising out of any lawsuit or claim connected with his relationship with Sonoco. Sonoco also agreed to provide Mr. Browning with director and officer liability insurance under the insurance policies provided to active Sonoco directors and officers. Mr. Browning releases the Company in the agreement, and Sonoco releases him, from all manner of claims each party might have against each other. The agreement also provides remedies in case of breach by either party. The foregoing is merely a

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summary of the Agreement and Mutual Release between Sonoco and Mr. Browning and does not create any rights or obligations to anyone.

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