Registration Statement


 
As filed with the Securities and Exchange Commission on December 20, 1996
Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933


TUPPERWARE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

            Delaware                           36-4062333
 (State or Other Jurisdiction               (I.R.S. Employer
of Incorporation or Organization)         Identification Number)

          P. O. Box 2353                          32802
         Orlando, Florida                      (Zip Code)
      (Address of Principal
         Executive Offices)

TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
(Full Title of the Plan)

THOMAS M. ROEHLK, Esq.
Senior Vice President, General Counsel
and Secretary
Tupperware Corporation
P. O. Box 2353
Orlando, Florida 32802
(Name and Address of Agent for Service)

(407) 826-5050
(Telephone Number, including Area Code, of Agent for Service)


                           CALCULATION OF REGISTRATION FEE


  Title of        Amount    Proposed Maximum   Proposed Maximum   Amount of
Securities to      to be     Offering Price   Aggregate Offering  Registra-
be Registered(1) Registered    Per Share             Price        tion Fee
- ---------------- ---------- ----------------  ------------------  ----------
Common Stock,     225,000      $51.5625 (2)    $11,601,563 (2)    $4,000.54
$0.01 par value   shares

Preferred Stock   225,000              (3)                 (3)           (3)
Purchase Rights   rights


(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the Securities Act"), this Registration Statement also covers an indeterminate amount of interests to be offered pursuant to the employee benefit plan described herein.

(2)Estimated solely for purposes of calculating the Registration Fee and computed pursuant to Rule 457(h) under the Securities Act of 1933, based on the average of the high and low prices of the Company's Common Stock in the New York Stock Exchange Composite Transactions on December 17, 1996.

(3) The Preferred Share Purchase Rights initially are attached to and trade with the shares of Common Stock being registered hereby. Value attributable to such Rights, if any, is reflected in the market price of the Common Stock.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents have been filed by Tupperware Corporation (the "Company") (File No. 1-11657) with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended and are incorporated herein by reference and made a part of this Registration Statement:

(A) The Company's Quarterly Reports on Form 10-Q for the periods ended March 30, 1996, June 29, 1996 and September 28, 1996; and

(B) Amendment No. 4 on Form 10/A4 to the Company's Registration Statement on Form 10 (No. 1-11657) filed with the Commission on May 21, 1996, including the exhibits thereto, and including any subsequent amendment or any report or other filing filed with the Securities and Exchange Commission updating such description as amended.

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or superseded such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel

None

Item 6. Indemnification of Directors and Officers.

Article XI of the Company's Amended and Restated Certificate of Incorporation and Section 6.7 of the Company's Amended and Restated By-Laws provide that each person who was or is made a party to any action, suit or proceeding by reason of the fact that he or she is or was a director, officer or employee of the Company (or was serving at the request of the Company as a director, officer, employee or agent for another entity) will be indemnified and held harmless by the Company, to the full extent authorized by the General Corporation Law of the State of Delaware (the 'Delaware Law'), as currently in effect (or, to the extent indemnification is broadened, as it may be amended), against all expense, liability or loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) reasonably incurred by such person in connection therewith. Such Article also provides that rights conferred thereby are contract rights and will include the right to be paid by the Company for the expenses incurred in defending the proceedings specified above, in advance of their final disposition, except that, if the Delaware Law so requires, such payment will only be made upon delivery to the Company by the indemnified party of an undertaking to repay all amounts so advanced if it is ultimately determined that the person receiving such payments is not entitled to be indemnified under such provision or otherwise. Section 6.7 of the By-Laws provides that the Company may, by action of its Board, provide indemnification to its agents with the same scope and effect as the foregoing indemnification of directors, officers and employees.

Section 6.7 of the By-Laws also provides that persons indemnified thereunder may bring suit against the Company to recover unpaid amounts claimed thereunder, and that if such suit is successful, the expense of bringing such a suit will be reimbursed by the Company. It further provides that while it is a defense to such a suit that the person claiming indemnification has not met the applicable standards of conduct making indemnification permissible under the Delaware Law, the burden of proving the defense will be on the Company and neither the failure of the Company's Board to have made a determination that indemnification is proper, nor an actual determination by such Board that the claimant has not met the applicable standard of conduct, will be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Such Article also provides that the rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred therein will not be exclusive of any other right which any person may have or acquire under any statute, provision of the Company's Amended Restated Certificate of Incorporation or Amended and Restated By-Laws, or otherwise. Finally, it provides that the Company may maintain insurance, at its expense, to protect itself and any of its directors, officers, employees or agents against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware Law.

Section 145 of the Delaware Law provides that corporations organized thereunder have the power to indemnify directors, officers, employees and agents against liability under certain circumstances.

The Company also maintains a standard policy of officers' and directors' liability insurance.

Item 8. Exhibits.

Exhibit
No. Description

*4.1 Tupperware Corporation Retirement Savings Plan

*4.2 Summary Plan Description of the Tupperware Corporation Retirement Savings Plan

*23 Consent of Independent Accountants

*24 Powers of Attorney



* Filed herewith.

Item 9. Undertakings.

A. The Company hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this

Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and notwithstanding the foregoing any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or 15(d)of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefits plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on December 20, 1996.

TUPPERWARE CORPORATION


By:/s/ WARREN L. BATTS
   ---------------------
   WARREN L. BATTS
   Chairman of the
   Board of Directors and
   Chief Executive Officer


Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.


        Signature                        Position
        ----------                       ---------


/s/ WARREN L. BATTS
- ------------------------------      Chairman of the Board
      WARREN L. BATTS               of Directors, Chief Executive
                                    Officer and Director
                                    (Principal Executive Officer)

/s/ E.V. GOINGS
- ------------------------------      President, Chief Operating
      E. V. GOINGS                  Officer and Director


/s/ PAUL B. VAN SICKLE
- -------------------------------     Senior Vice President,
      PAUL B. VAN SICKLE            Finance and Operations
                                    (Principal Financial Officer)


              *                          Director
- -------------------------------
     WILLIAM O. BOURKE

              *                          Director
- -------------------------------
     DR. RUTH M. DAVIS

              *                          Director
- -------------------------------
     DR. LLOYD C. ELAM

              *                          Director
- -------------------------------
     CLIFFORD J. GRUM

              *                          Director
- -------------------------------
     JOE R. LEE

              *                          Director
- -------------------------------
     JOSEPH E. LUECKE

              *                          Director
- -------------------------------
     BOB MARBUT

              *                          Director
- -------------------------------
     ROBERT M. PRICE


/s/ THOMAS M. ROEHLK
- -------------------------------


*By: THOMAS M. ROEHLK
Attorney-in-fact

Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida on December 20, 1996.

TUPPERWARE CORPORATION
RETIREMENT SAVINGS PLAN


By:/s/ THOMAS M. ROEHLK
   -------------------------
   THOMAS M. ROEHLK
   Chairman, Management
   Committee for Employee Benefits



Exhibit
No. Description

*4.1 Tupperware Corporation Retirement Savings Plan

*4.2 Summary Plan Description of the Tupperware Corporation Retirement Savings Plan

*23 Consent of Independent Accountants

*24 Powers of Attorney

*Filed herewith.
 


EXHIBIT 4.1

THE TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN (Effective as of May 1, 1996 or such other dates as provided herein or required by law)

Contents

   Section                                                  Page

        Article I. The Plan
   1.1  Establishment and Amendment of the Plan               1
   1.2  Applicability of the Plan                             1
   1.3  Purpose of the Plan                                   1

        Article II. Definitions, Construction, and
        Interpretation
   2.1  Definitions                                           2
   2.2  Gender and Number                                    10
   2.3  Prior Plan Definitions                               10

        Article III. Participation and Service
   3.1  Participation                                        11
   3.2  Duration of Participation                            12
   3.3  Service                                              12
   3.4  Severance from Service                               13
   3.5  One-Year Period of Severance                         13
   3.6  Hours of Service                                     14
   3.7  Leased Employees                                     14
   3.8  Special Provisions for Participants Who Enter
        the Armed Forces                                     15
   3.9  Transfer of Employment                               15

        Article IV. Contributions
   4.1  Employer Contributions                               16
   4.2  Allocation of Employer Contributions                 16
   4.3  Employee Before-Tax and Employer Matching
        Contributions                                        16
   4.4  Application of Forfeitures                           18
   4.5  Limitations on Contributions                         18
   4.6  Contingency of Contributions on Profits              23


Contents

   Section                                                  Page

   4.7  Limits on Annual Additions                           23
   4.8  Employee Rollover Contributions                      24
   4.9  Coordination of Benefits                             25

        Article V. Vesting in Accounts
   5.1  Employee Contribution Accounts                       26
   5.2  Employer Contribution Accounts                       26

        Article VI. Distributions and Withdrawals
   6.1  Distribution Upon Severance From Service             27
   6.2  Forfeitures                                          27
   6.3  Commencement of Distributions                        29
   6.4  Method of Distribution                               30
   6.5  Hardship Withdrawals                                 32
   6.6  Withdrawals of Employee Contributions                34
   6.7  Minimum Distributions                                34
   6.8  Required Distributions                               34
   6.9  Incidental Death Benefit                             35
   6.10 Calculation of Life Expectancies                     36
   6.11 Withholding Taxes                                    36
   6.12 Loans                                                36
   6.13 Direct Rollovers of Eligible Distributions           38

        Article VII. Investment Elections
   7.1  Investment of Contributions                          39
   7.2  Investment Procedures                                39
   7.3  Transfer of Assets                                   40

        Article VIII. Accounts and Records of the Plan
   8.1  Accounts and Records                                 41


Contents

   Section                                                  Page

   8.2  Trust Fund                                           41
   8.3  Valuation and Allocation of Expenses                 41
   8.4  Allocation of Earnings and Losses                    41

        Article IX. Financing
   9.1  Financing                                            42
   9.2  Contributions                                        42
   9.3  Nonreversion                                         42
   9.4  Rights in the Trust Fund                             42

         Article X. Administration and Investment Management
   10.1  Section Reserved                                    43
   10.2  Section Reserved                                    43
   10.3  Section Reserved                                    43
   10.4  Section Reserved                                    43
   10.5  Section Reserved                                    43
   10.6  Section Reserved                                    43
   10.7  Section Reserved                                    43
   10.8  Section Reserved                                    43
   10.9  Section Reserved                                    43
   10.10 Section Reserved                                    43
   10.11 Section Reserved                                    43
   10.12 Section Reserved                                    43
   10.13 General                                             43
   10.14 Management Committee Acting as Employer             43
   10.15 Section Reserved                                    44
   10.16 Management Committee as an Applicable
         Named Fiduciary                                     44
   10.17 Section Reserved                                    45
   10.18 Management Committee Membership and Structure       45
   10.19 Section Reserved                                    46


Contents

   Section                                                 Page

   10.20 Management Committee Actions                       46
   10.21 Procedures f Designation of an Applicable Named
         Fiduciary                                          47
   10.22 Compensation                                       47
   10.23 Discretionary Authority of each Named Fiduciary    47
   10.24 Responsibility and Powers of the Management
         Committee Regarding Administration of the Plan     48
   10.25 Allocations and Delegations of Responsibility      49
   10.26 Management Committee Bonding                       51
   10.27 Fiduciary Capacity                                 51
   10.28 Employers Agent                                    52
   10.29 Administrative Committee Duties and Power          52
   10.30 Named Fiduciary Decisions Final                    53
   10.31 No Agency                                          53
   10.32 Plan Expenses                                      53
   10.33 Information to be Supplied by Employer             53
   10.34 Misrepresentations                                 53
   10.35 Records                                            54
   10.36 Appeals from Denial of Claims                      54
   10.37 Notice of Address and Missing Persons              55
   10.38 Data and Information for Benefits                  56
   10.39 Effect of a Mistake                                56
   10.40 Self Interest                                      56
   10.41 Securities Law Requirements                        56


         Article XI. Amendment and Termination
   11.1  General Amendment                                  58
   11.2  Limitations on Amendments                          58
   11.3  Termination of the Plan                            58
   11.4  Effect of Bankruptcy and Other Contingencies
         Affecting an Employer                              59


Contents

   Secton                                                  Page
         Article XII. Top-Heavy Provisions
   12.1  Application of Top-Heavy Provisions                60
   12.2  Definitions                                        60
   12.3  Minimum Contribution                               61
   12.4  Limit on Annual Additions: Combined Plan Limit     62
   12.5  Collective Bargaining Agreements                   62

         Article XIII. Participation in and Withdrawal
         From the Plan by an Employer
   13.1  Participation in the Plan                          64
   13.2  Withdrawal from the Plan                           64
   13.3  Foreign Subsidiaries                               64

         Article XIV. Miscellaneous
   14.1  Beneficiary Designation                            66
   14.2  Legal Disability                                   67
   14.3  Nonalienation                                      67
   14.4  Applicable Law                                     68
   14.5  Severability                                       68
   14.6  No Guarantee                                       68
   14.7  Merger, Consolidation, or Transfer                 68
   14.8  Plan Not a Contract of Employment                  69
   14.9  Successors; Corporate Reorganization               69
   14.10 Expenses                                           69
   14.11 Construction                                       69
   14.12 Headings                                           69


Contents

   Section                                                 Page

         Article XV. Sale of Business Unit, Closing
         of Facility, or Reduction in Force
   15.1  Application                                        70
   15.2  Sale of Business Unit                              70
   15.3  Closing of Facility                                70
   15.4  Reduction in Force                                 71


THE TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN

Article I. The Plan

1.1 Establishment and Amendment of the Plan Tupperware Corporation (the "Corporation") has established a profit sharing and savings defined contribution plan known as the "Tupperware Corporation Retirement Savings Plan" (the "Plan") for the benefit of the Eligible Employees of the Corporation and its participating Affiliates. The Plan has been established in contemplation of the distribution of the common stock of the Corporation by Premark International, Inc. to its shareholders (the "Distribution"). In connection with the establishment of the Plan, the trust funding the Plan will receive a transfer of assets and liabilities from The Premark International, Inc. Retirement Savings Plan representing the account balances in such plan of the Corporation's Employees and former employees who are Participants in the Plan.

1.2 Applicability of the Plan The provisions of this Plan as set forth herein are applicable only to the Eligible Employees of an Employer in current employment on or after the Effective Date except as specifically provided herein. Any person who was covered under the Prior Plan immediately prior to the Effective Date whose services terminated under such plan prior to the Effective Date and who was entitled to benefits under provisions of the Prior Plan as in effect on April 30, 1996 and whose benefits were transferred to this Plan in connection with the Distribution shall continue to be entitled to the same amount of benefits (including any gains or losses of the trust fund attributable thereto) as determined under the terms of the Prior Plan without change under this Plan.

1.3 Purpose of the Plan The purpose of the Plan is to provide a convenient and tax advantageous way for Participants to save on a regular and long- term basis for retirement.

Article II. Definitions, Construction, and Interpretation

2.1 Definitions Whenever used in the Plan, the following terms shall have the respective meanings set forth below unless otherwise expressly provided herein, and when the defined meaning is intended the term is capitalized.
(a) "Account" means the separate account maintained for each Member which represents his total proportionate interest in the Trust Fund as of any Valuation Date and which consists of the sum of the following subaccounts:
(1) "Employee After-Tax Contribution Account" means that portion of such Member's Account which evidences the value of any after-tax contributions contributed by the Member, including any gains and losses attributable thereto, which were transferred to the Plan from the Prior Plan and any gains and losses of the Trust Fund attributable thereto. No after-tax contributions shall be permitted to be made by Members.
(2) "Employee Before-Tax Contribution Account" means that portion of such Member's Account which evidences the value of the Employee Before-Tax Contributions made on his behalf by an Employer as described in section 4.3(a), including any gains and losses of the Trust Fund attributable thereto. The [Employee Before-Tax Contribution Account] shall consist of two subaccounts. One subaccount, referred to as the "Basic Contribution Account" shall consist of Employee Before-Tax Contributions subject to Employer Matching Contributions as described in section 4.3(b). The other subaccount, referred to as the "Supplemental Contribution Account" shall consist of Employee Before-Tax Contributions not subject to Employer Matching Contributions.
(3) "Employee Rollover Contribution Account" means that portion of such Member's Account which evidences the value of Employee Rollover Contribution(s) made by the Member pursuant to section 4.8, including any gains and losses of the Trust Fund attributable thereto.
(4) "Employer Contribution Account" means that portion of such Member's Account which evidences the value of any Employer Contributions described in section 4.1 and Employer Matching Contributions described in section
4.3(b) made on his behalf by an Employer, including any gains and losses of the Trust Fund attributable thereto.

The Management Committee shall have the discretion to establish any additional Accounts as it shall deem appropriate.
(b) "Administrative Committee" means the person or persons appointed by the Management Committee to act as a delegate of the Management Committee; in the absence of such appointment, the Management Committee, acting on behalf of the Plan and Trust, shall be the Administrative Committee.
(c) "Affiliate" means--
(1) any corporation other than the Corporation (i.e., either a subsidiary corporation or an affiliated or associated corporation of the Corporation), which together with the Corporation is a member of a "controlled group" of corporations (as defined in Code section 414(b));
(2) any organization which together with the Corporation is under "common control" (as defined in Code section 414(c));
(3) any organization which together with the Corporation is an "affiliated service group" (as defined in Code section 414(m)); or
(4) any other entity required to be aggregated with the Corporation pursuant to regulations under Code section 414(o).
(d) "Alternate Payee" means an alternate payee, as that term is used in Code section 414(p), and for whom a qualified domestic relations order creates, recognizes, or assigns the right to receive all or a portion of the benefits payable to a Member under the Plan.
(e) "Applicable Named Fiduciary" means the person or its delegate who, within the meaning of section 402(a)(2), 402(c)(3), or
403(a)(1) of ERISA, has the authority to perform the separate functions allocated to such person under this Plan; and further means--
(1) with respect to voting and tender instructions to be directed by a Member, and any other shareholder rights to be directed by a Member, those persons or entities described in the Trust Agreement;
(2) with respect to any authority and control regarding plan administration duties, the Management Committee or such other person designated by the Management Committee acting on behalf of the Corporation, to be an Applicable Named Fiduciary pursuant to the procedures herein or in the Trust Agreement; or
(3) with respect to the management and control of the Plan's assets or any discretionary authority with respect to the Plan's assets, the Management Committee or such other person designated by the Management Committee, acting on behalf of the Corporation, to be Applicable Named Fiduciary pursuant to the procedures herein or in the Trust Agreement.
(f) "Beneficiary" means a person who, or entity which, is entitled to a Member's interest under the Plan in the event of the Member's death, as further described in section 14.1.
(g) "Board of Directors" means the Board of Directors of the Corporation.
(h) "Code" means the Internal Revenue Code of 1986, as it may be amended from time to time.
(i) "Compensation" means a Participant's pay, determined as follows:
(1) For all purposes of the Plan, except as otherwise specified, "Compensation" means an Employee's total wages,salaries, commissions, bonuses, special cash awards (except as otherwise specified below) and similar payments made by an Employer during a Plan Year, except that for the first Plan Year, includes an Employee's Compensation, as defined in the Prior Plan, for the Plan Year of the Prior Plan beginning on January 1, 1996. Such amount shall be increased by any deferrals by the Employee pursuant to (i) any cash or deferred arrangement under Code section 401(k) maintained by an Employer , (ii) any other supplemental or nonqualified deferred compensation arrangement between the Employer and the Employee, and
(iii) any amounts excluded from wages by reason of an election to reduce wages in lieu of benefits under Code section 125 for a Plan Year, except that for the first Plan Year, such Employee deferrals include those Employee deferrals made between January 1, 1996 and the Effective Date. "Compensation" shall not include amounts paid after an Employee's termination of employment, payments by reason of termination of employment (such as severance pay and accrued vacation pay), noncash compensation, long-term incentive compensation, or reimbursement of expenses. "Compensation" shall not include special cash awards which the Management Committee designates as not includible as Compensation under this Plan.
(2) For purposes of determining whether an individual is a Highly Compensated Employee, and for purposes of satisfying the limits on contributions described in section 4.5, "Compensation" means an Employee's compensa tion, as defined in Code section 415(c)(3) and the applicable Treasury regulations thereunder. Such amount shall be increased by any Employee deferrals pursuant to any cash or deferred arrangement under Code section 401(k) maintained by an Employer and any amounts excluded from wages by reason of an election to reduce wages in lieu of benefits under Code section 125.
(3) For purposes of applying the limits of Code section 415, as described in section 4.7, "Compensation" means an Employee's compensation as defined in Code section
415(c)(3) and the applicable Treasury regulations there under.
(4) The Compensation of each Employee that may be taken into account under the Plan shall not exceed the first $150,000 of an Employee's Compensation (as adjusted by the Secretary of the Treasury pursuant to Code section
401(a)(17)(B)). In determining the Compensation of an Employee for purposes of the foregoing limitation, the rules of Code section 414(q)(6) shall apply, except in applying such rules, the term "family" shall include only the Employee's spouse and any lineal descendants of the Employee who have not attained age 19 before the close of the Plan Year.
(j) "Core Investment Funds" mean the Fixed Income Fund, the Large Company Stock Fund, the Small Company Stock Fund, the International Stock Fund, and such other Investment Funds designated to be Core Investment Funds in the Trust Agreement.
(k) "Corporation" means Tupperware Corporation, a Delaware corporation.
(l) "Disability" means a total physical or mental inability to perform work, resulting from injury or disease, which is expected to be permanent, as determined by the Administrative Committee. The existence of a "Disability" shall be determined by the Administrative Committee according to uniform principles consistently applied, and based upon such evidence as the Administrative Committee believes necessary or desirable.
(m) "Distribution" means the distribution of the common stock of the Corporation by Premark International, Inc. to its shareholders.
(n) "Effective Date" means May 1, 1996.
(o) "Eligible Employee" means an Employee of an Employer whose base of employment is within the United States or any Employee who is a United States citizen participating in the United States Social Security program and who is employed by an Employer that is a foreign Affiliate. The definition of "Eligible Employee" is, however, subject to the following provisions:
(1) The term "Eligible Employee" shall not include an Employee who is an active Participant in or eligible for active participation in any other Employer-sponsored individual account plan (as defined in section 3(34) of ERISA) which is intended to be qualified under Code section 401(a).
(2) An Employee who is covered by a collective bargaining agreement where retirement benefits are the subject of good faith bargaining shall not be an "Eligible Employee" unless such collective bargaining agreement provides for participation in this Plan and unless such participation in the Plan has been approved by the Management Committee.
(3) An Employee of an Employer who is employed only on a seasonal basis shall not be an "Eligible Employee."
(p) "Employee" means any person who is employed by, or is on an approved leave of absence from an Employer, the Corporation or an Affiliate.
(q) "Employee Before-Tax Contributions" means the contributions made by an Employer on behalf of a Participant pursuant to the Participant's election to reduce Compensation as described in section 4.3(a).
(r) "Employee Rollover Contribution" means the contribution(s) made by an Eligible Employee pursuant to section 4.8.
(s) "Employer" means the Corporation, any Affiliate which is designated as an Employer, and any other Affiliate which, with the approval of the Management Committee, elects to become a party to the Plan by adopting the Plan for the benefit of its Eligible Employees in accordance with the procedures of section 13.1. The term "Employer" will also include any successor as provided in sections 11.4 and 14.9.
(t) "Employer Contributions" means the contributions made by an Employer on behalf of a Participant as described in section 4.1.
(u) "Employer Matching Contributions" means the contributions made by an Employer on behalf of a Participant, conditioned on the making of Employee Before-Tax Contributions, as described in section 4.3(b).
(v) Employer Stock" means the common stock of the Company and securities convertible into common stock of the Company, except that the term "Employer Stock" shall mean the common stock of Premark International, Inc. and securities convertible into such common stock for the period between the Effective Date and the date of the distribution by Premark International, Inc. to its shareholders of the outstanding shares of the Company's common stock. During any temporary period after such date of distribution during which the Trust continues to hold shares of common stock of Premark International, Inc. the term Employer Stock" shall mean both
(i) the common stock of the Company and securities convertible into common stock of the Company and (ii) common stock of Premark International, Inc. and securities convertible into such common stock.
(w) "Employer Stock Fund" means an Investment Fund invested primarily in Employer Stock securities convertible into Employer stock.
(x) "Employment Commencement Date" means the first day on which an Employee first performs an Hour of Service for an Employer or an Affiliate or, if applicable, the first day following a One- Year Period of Severance on which an Employee performs an Hour of Service for an Employer or Affiliate.
(y) "Employment Year" means a 12-consecutive-month period commencing with an Employee's Employment Commencement Date or with any anniversary thereof.
(z) "ERISA" means the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.
(aa) "Forfeiture" means that portion of a Member's Employer Contribution Account which is not vested upon termination of his employment and which is forfeited pursuant to section 6.2.
(bb) "Highly Compensated Employee" means, with respect to a Plan Year, any Employee who at any time during the 12-month period immediately preceding such Plan Year--
(1) received compensation, as defined under Code section
414(q)(7), from the Employer and all Affiliates in excess of $75,000 (as effective January 1, 1987 and adjusted by the Secretary of the Treasury under Code section 415(d)),
(2) received compensation, as defined under Code section
414(q)(7), from the Employer and all Affiliates in excess of $50,000 (as effective January 1, 1987 and adjusted by the Secretary of the Treasury under Code section 415(d)) and was in the top-paid 20 percent of Employees,
(3) was an officer who received compensation, as defined under Code section 414(q)(7), in excess of one-half the limit under Code section 415(b)(1)(A), or
(4) was a 5-percent owner. Highly Compensated Employee also means, with respect to a Plan Year, any Employee who, at any time during such Plan Year, met the descriptions contained in paragraph (1), (2), or (3) and was among the top-paid 100 Employees or any Employee who was a 5 percent owner. A former employee or a family member of a Highly Compensated Employee shall be treated as a Highly Compensated Employee to the extent required by section
414(q)(6) or (9) of the Code and the regulations thereunder. In determining who is a Highly Compensated Employee, the following rules shall apply:
(A) For purposes of determining the number of employees in the top-paid 20 percent, the following employees are excluded:
(i) employees who have not completed six months of service;
(ii) employees who normally work less than 17 1/2 hours per week;
(iii) employees who normally work during not more than six months during any Plan Year;
(iv) employees who have not attained age 21; and
(v) to the extent allowable under Treasury regulation section 1.414(q)-1T, employees covered by a collective bargaining agreement between employee representatives and the Employer or an Affiliate. (B) The number of officers is limited to 50 (or, if lesser, the greater of three employees or 10 percent of employees),excluding those employees described in (A)(i),
(ii), (iii),(iv), and (v) above.
(C) When no officer has compensation in excess of the dollar limit described in (3) above (as adjusted for increases in the cost of living as prescribed by the Secretary of the Treasury), the highest paid officer is treated as highly compensated. (D) A Highly Compensated Employee shall include a former employee who separated from service prior to the Plan Year and who was an active Highly Compensated Employee for either (i) the year the employee separated from service, or (ii) any Plan Year ending on or after the employee's fifty-fifth birthday. If the employee separated from service before January 1, 1987, such an employee shall be included as a Highly Compensated Employee only if the employee was a 5-percent owner or received compensation in excess of $50,000 during (I) the employee's year of separation or the year preceding such year, (II) any year ending on or after such employee's fifty-fifth birthday, or (III) the last year ending before such employee's fifty-fifth birthday. Alternatively, the simplified identification of highly compensated employees under section 4 of Revenue Procedure 93-42 may be used, including the use of a snapshot day if applicable.
(cc) "Hour of Service" means a period of employment, as defined in section 3.6.
(dd) [Section Reserved.]
(ee) "Investment Fund" means an investment fund established by the Trust Agreement. The Management Committee shall have the discretion to establish new funds and terminate such existing funds as it shall deem appropriate.
(ff) "Investment Manager" means an "investment manager," as defined in section 3(38) of ERISA, who is appointed by the Management Committee to manage, acquire or dispose of any assets of the Trust Fund.
(gg) "Management Committee" means the Management Committee for Employee Benefits of Tupperware Corporation appointed by the Compensation and Employee Benefits Committee of the Board of Directors. The Management Committee shall be charged with the responsibility for arranging for the administration of the Plan to the extent delegated to it by the Corporation and such other duties and responsibilities as are set forth elsewhere in this Plan.
(hh) "Member" means a Participant or a former Participant who has a balance in his Account.
(ii) [Section Reserved.]
(jj) "Mix Fund" means Mix A Fund, Mix B Fund, Mix C Fund, Mix D Fund, or such other Investment Fund designated as a Mix Fund in the Trust Agreement.
(kk) "One-Year Period of Severance" means a period of absence from employment, as described in section 3.5.
(ll) "Participant" means an Eligible Employee who has met and continues to meet the eligibility requirements of the Plan as set forth in section 3.1. An Eligible Employee who makes an Employee Rollover Contribution to the Plan pursuant to section
4.8 prior to satisfying the eligibility requirements of section 3.1 shall be treated as a Participant under the Plan solely with respect to his Employee Rollover Contribution Account and the Eligible Employee shall not be entitled to have any other contributions under the Plan prior to completing such eligibility requirements.
(mm) "Plan" means this Tupperware Corporation Retirement Savings Plan.
(nn) "Plan Year" means, for the first Plan Year, the period beginning on the Effective Date and ending on December 31, 1996 and thereafter means the 12-consecutive-month period ending each December 31.
(oo) "Prior Plan" means the Premark International, Inc. Retirement Savings Plan, as in effect immediately before the Effective Date.
(pp) [Section Reserved.]
(qq) "Section 16 Insider" means any Member, Beneficiary, or other person (including, if applicable, the Trust) who is an officer, director, or 10 percent beneficial owner of the Corporation subject to section 16 of the Securities Exchange Act.
(rr) "Securities Exchange Act" means the Securities Exchange Act of 1934, as it may be amended from time to time.
(ss) "Service" means such period or periods of employment of an Employee by an Employer or an Affiliate, as described in section 3.3.
(tt) "Severance from Service" means the date a Member's Service ceases, as determined in section 3.4.
(uu) "Social Security Wage Base" means, with respect to any Plan Year, an amount equal to the maximum compensation on which Federal Social Security taxes (under the Federal Insurance Contributions Act and applicable regulations) would be applicable on the first day of such Plan Year, regardless of whether compensation is in fact subject to such tax.
(vv) [Section reserved.]
(ww) "Trust" means the trust created by agreement between the Corporation and the Trustee, or if there shall be more than one such agreement at any time, all such trusts collectively, as amended from time to time.
(xx) "Trust Agreement" means any agreement establishing a trust, which forms a part of the Plan, to receive, hold, invest and dispose of the Trust Fund.
(yy) "Trustee" means the bank, trust company, corporation, individual, individuals, or combination thereof, acting as trustee under the Trust Agreement at any time of reference.
(zz) "Trust Fund" means the assets and liabilities of every kind and description held under the Trust Agreement.
(aaa)"Valuation Date" means each day the New York Stock Exchange is open for trading, or such other date(s) occurring within a Plan Year as directed by the Management Committee.

2.2 Gender and Number Unless the context clearly requires otherwise, the masculine pronoun whenever used shall include the feminine and neuter pronouns, and the singular shall include the plural.

2.3 Prior Plan Definitions References in this Plan to terms that are defined in this Plan shall also be deemed to refer to comparable or similar terms

d in the Prior Plan.

Article III. Participation and Service

3.1 Participation
(a) Each Employee who is a participant in the Prior Plan immediately before the Effective Date and who is an Eligible Employee on the Effective Date shall become a Participant in the Plan on the Effective Date. Each other Employee who is or becomes an Eligible Employee on or after the Effective Date shall become a Participant in the Plan as follows:
(1) If an Eligible Employee's customary employment is for at least 1,000 Hours of Service during a year, the Employee shall become a Participant on the first day of the month coinciding with or next following the date he has completed six months of Service.
(2) If an Eligible Employee's customary employment is not for at least 1,000 Hours of Service during a year, the Employee shall become a Participant on the first day of the month coinciding with or next following the completion of at least 1,000 Hours of Service during the 12-month period following his Employment Commencement Date or during any Plan Year thereafter. An Eligible Employee whose customary employment is for at least 1,000 Hours of Service per year shall be eligible to make a Rollover Contribution before becoming a Participant. An Eligible Employee whose customary employment is not for at least 1,000 Hours of Service during a year shall not be eligible to make a Rollover Contribution until he becomes a Participant.
(b) A former Participant who is rehired after a Severance from Service, but before a One-Year Period of Severance, shall resume active participation in the Plan upon the first day of the month coinciding with or next following such reemployment if he then satisfies the requirements of subsection (a). A former Participant who is rehired after a One-Year Period of Severance shall resume active participation in the Plan upon such reemployment if his prior service is reinstated under subsection 3.3(c) and if he then satisfies the requirements of subsection (a); if his service is not reinstated under subsection 3.3(c), he shall resume active participation in the Plan upon satisfaction of the requirements of subsection (a) following his reemployment.
(c) An Employee who has a Severance from Service before meeting the requirements of subsection (a) and is rehired before a One-Year Period of Severance shall participate in the Plan upon satisfaction of the requirements of subsection (a). The Employee's Service for determining eligibility shall be based on Service before the termination (to the extent reinstated under section 3.3), the period of absence, and his Service after his reemployment. An Employee who has a Severance from Service before meeting the requirements of subsection (a) and is rehired after a One-Year Period of Severance shall participate in the Plan upon satisfaction of the requirements of subsection (a) following his reemployment.

3.2 Duration of Participation A Participant shall continue to be a Participant until he ceases to be an Eligible Employee; thereafter, he will be a Member for as long as he has a vested balance in his Account.

3.3 Service Service shall be used to determine a Member's eligibility to receive benefits and to determine if an Employee's Service prior to a Severance from Service shall be reinstated upon reemployment. An Employee shall be credited for Service for his period of employment with an Employer and an Affiliate as follows:
(a) Service shall be credited in whole years and days, with each 365 days (366 days for any period of employment containing February 29) constituting one whole year.
(b) For employment prior to the Effective Date, an Employee shall receive credit for Service equal to the "Service" he had under the Prior Plan. For employment on and after the Effective Date, an Employee shall receive credit for Service from the later of such date or his Employment Commencement Date to his Severance from Service.
(c) If an Employee who has had a Severance from Service is subsequently reemployed as an Employee, Service shall be credited as follows:
(1) If he is reemployed before a One-Year Period of Severance occurs, the Service he had at such Severance shall be reinstated immediately upon his reemployment and, if such Severance from Services resulted from resignation, discharge or retirement, he shall receive credit for Service for the period between his Severance from Service and his reemployment.
(2) If he is reemployed after a One-Year Period of Severance occurs, he shall be considered a new Employee for purposes of the Plan except-- (A) If at such Severance from Service he had a vested interest in any portion of his Employer Contribution Account, the Service he had at such Severance shall be reinstated immediately upon his reemployment. (B) If subparagraph (A) is not applicable, and if the number of consecutive One-Year Periods of Severance does not equal or exceed the greater of five years or the number of years of Service he had before such One- Year Period of Severance, such Employee shall be credited with the years of Service he had at such Severance immediately upon his reemployment.
(d) If a business unit, plant, or facility is acquired by an Employer or Affiliate, the Management Committee may, in its sole discretion, extend Service to include employment at the business unit, plant or facility prior to such acquisition. Such Service shall be extended to Employees at the business unit, plant, or facility in a uniform and nondiscriminatory manner.
(e) An Employee may also receive credit for Service with any entity which is a member of a controlled group of corporations which, at any time, included the Corporation or any predecessor. The Management Committee may determine that Service may be credited for such employment provided it is credited on a uniform and nondiscriminatory basis.

3.4 Severance from Service Severance from Service means the earlier of (a) or (b) below:
(a) the date the Employee resigns, is discharged, retires, or dies, or
(b) the first anniversary of the first day of an Employee's absence from employment with an Employer or an Affiliate (with or without pay) for any reason other than in (a) above, such as vacation, sickness, disability, leave of absence, layoff, or military service (except as otherwise provided in section
3.8); provided, however, that an Employee who fails to return to employment at the expiration of a leave of absence shall be deemed to have had a Severance from Service on the first to occur of the expiration of his leave or the first anniversary of the first day of his absence (except as provided in subsection 3.5(b)).

3.5 One-Year Period of Severance
(a) A One-Year Period of Severance means each 12-consecutive-month period beginning on the date an Employee incurs a Severance from Service and ending on each anniversary of such date, provided that the Employee does not perform an Hour of Service for the Employer or any Affiliate during such period.
(b) Solely for purposes of determining whether a One-Year Period of Severance has occurred, in the case of an Employee who is absent from work beyond the first anniversary of the first date of an absence and the absence is by reason of maternity or paternity, the date the Employee incurs a Severance from Service shall be the second anniversary of the first date of the Employee's absence. The period between the first and second anniversary of the first date of absence will not constitute Service. For purposes of this subsection, an absence from work by reason of maternity or paternity means an absence:
(1) by reason of pregnancy of the individual,
(2) by reason of the birth of a child of the individual,
(3) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or
(4) for purposes of caring for such child for a period beginning immediately following such birth or placement. This subsection shall not apply to an individual unless the individual furnishes the Administrative Committee such timely information as the committee may require to establish that an absence is by reason of maternity or paternity and the length of the period for such absence.

3.6 Hours of Service An Employee shall receive credit for each hour for which the Employee is paid, or is entitled to payment, for the performance of duties for an Employer or an Affiliate. Hours of Service shall be credited in accordance with the rules of Department of Labor regulation section 2530.200b-2.

3.7 Leased Employees A person who is not an Employee of an Employer or an Affiliate and who performs services for an Employer or an Affiliate pursuant to an agreement between the Employer or an Affiliate and a leasing organization shall be considered a "leased employee" if such person performed the services on a substantially full-time basis for a year, and the services are of a type historically performed by employees. A person who is considered a "leased employee" of an Employer or an Affiliate shall not be considered an Employee for purposes of participating in this Plan or receiving any contribution or benefit under this Plan. A leased employee shall be excluded from this Plan regardless of whether the leased employee participates in any plan maintained by the leasing organization. However, if a leased employee (or if a person who would be a leased employee upon satisfaction of the service requirement described in this section) participates in the Plan as a result of subsequent employment with an Employer or an Affiliate, he shall receive Service for his employment with an Employer or an Affiliate under the leasing agreement. Notwithstanding the preceding provisions of this section, a leased employee shall be treated as an Employee for purposes of applying the requirements described in Code section
414(n)(3) and for purposes of determining the number and identity of Highly Compensated Employees.

3.8 Special Provisions for Participants Who Enter the Armed Forces If a Participant is absent from employment for military service with the armed forces of the United States and returns to employment within the period required under any federal law pertaining to veterans' reemployment rights, he shall receive Service for the period of his absence from employment.

3.9 Transfer of Employment
(a) The transfer of an Eligible Employee, whether before or after becoming an Eligible Employee, from the Employer to an Affiliate or from an Affiliate to the Employer shall not be deemed a Severance from Service for purposes of computing his Service and for purposes of making distributions under this Plan or any other plan of an Affiliate.
(b) If a Member's employment is, or was, transferred from an Employer to an Affiliate, or from an Affiliate to an Employer, the Member shall be credited with Service, for purposes of vesting, for all of his employment with the Employer and any Affiliate, before and after such transfer. Such Service shall be credited in accordance with section 3.3. Pursuant to section 4.9, the Member may receive an Employer Contribution under this Plan for the portion of the Plan Year in which he was employed by an Employer before or after his employment


Article IV. Contributions

Article IV. Contributions
4.1 Employer Contributions Each Employer shall make an Employer Contribution for each pay period during a Plan Year on behalf of each Participant employed by such Employer who during the Plan Year satisfies the criteria for allocation of an Employer Contribution (under section 4.2) during such year. Such contribution shall be equal to 3 percent of the Participant's Compensation up to the Social Security Wage Base and 6 percent of the Participant's Compensation in excess of the Social Security Wage Base.

Employer Contributions shall be paid to the Trustee not later than the time prescribed by law for such Employer to obtain a federal income tax deduction for the Plan Year for which such Employer Contribution is made. In no event shall an Employer make an Employer Contribution for any Plan Year which, when added to Employee Before-Tax and Employer Matching Contributions for such Plan Year, is greater than the maximum amount deductible from income under the applicable provisions of the Code.

4.2 Allocation of Employer Contributions The Employer Contributions shall be allocated as of the Valuation Date selected by the Management Committee in respect of which such Employer Contributions were paid (even though receipt of the Employer Contribution by the Trustee may take place after the end of such month). Employer Contributions shall be allocated to each Participant of the Employer who received Compensation during such month. If a Participant enters the Plan during a Plan Year, any compensation paid during such Plan Year before entry into the Plan that, but for having been paid before entry into the Plan, would have been Compensation under the Plan shall be considered in determining the Participant's Compensation for purposes of determining his allocation for the portion of the Plan Year following his entry into the Plan. However, no allocation shall be made with respect to compensation paid before his entry into the Plan.

4.3 Employee Before-Tax and Employer Matching Contributions
(a) Employee Before-Tax Contributions.
(i) Each Participant may elect, in the manner specified by the Administrative Committee, to reduce his Compensation in whole percentages between 1 and 16 percent (except as may be required pursuant to sections 4.5(f) and 4.7), and to have the amount by which his Compensation is reduced contributed on his behalf by his Employer as an Employee Before-Tax Contribution to the Plan. Such election may be made as of the first day of any month after becoming eligible to participate and shall become effective as soon as reasonably practicable after the election is made.
(ii) Such Participant may elect no more than four times each Plan Year, in the manner specified by the Administrative Committee, and effective as soon as reasonably practicable thereafter, to increase or decrease his Compensation reductions (within the percentage limits stated above). Such elections shall be effective only with respect to Compensation not yet earned as of the effective dates of such elections.
(iii) A Participant may elect no more than twice each Plan Year, in the manner specified by the Administrative Committee, to cease future Compensation reductions effective as soon as reasonably practicable following the election.
(iv) Upon ceasing future Compensation reductions, an election to again reduce Compensation may be made, in the manner specified by the Administrative Committee, effective as soon as reasonably practicable following such election, and such election shall count as an election under subsection (a)(2).
(v) The Administrative Committee may adopt rules concerning the administration of this subsection. The Employee Before-Tax Contributions made on behalf of each Participant shall be paid by each Employer to the Trustee as soon as practical after each pay period and allocated to such Participant's Employee Before-Tax Contribution Account each pay period.
(b) Employer Matching Contributions. For each pay period, each Employer shall make an Employer Matching Contribution on behalf of each Participant employed by such Employer for whom an Employee Before-Tax Contribution was made in such pay period. The Employer Matching Contribution paid by the Employer to the Plan for each pay period and allocated to each such Participant shall be equal to 50 percent of the Employee Before-Tax Contributions made by the Participant during the pay period (up to the first 6 percent of the Participant's Compensation during such pay period). Employer Matching Contributions shall be paid by each Employer to the Trustee as soon as practical after the end of every pay period and allocated to such Participant's Employer Contribution Account as of the end of the pay period.

4.4 Application of Forfeitures Forfeitures occurring during any Plan Year in the Account of a Participant shall be used to restore amounts to reemployed Participants under section 6.2. Any remaining Forfeitures shall be used to reduce future Employer Contributions and Employer Matching Contributions due under sections 4.1 and 4.3 from the respective Employers of the Participants who incurred the Forfeitures.

4.5 Limitations on Contributions
(a) Limit on Employee Before-Tax Contributions.
(1) In no event shall any Employer make Employee Before-Tax Contributions for any calendar year, with respect to any Participant, in excess of the $7,000 limit set forth in Code section 402(g) (as effective January 1, 1987 and adjusted by the Secretary of the Treasury to reflect increases in the cost of living). This limit shall be applied by aggregating all plans and arrangements maintained by the Corporation and all Affiliates that provide for elective deferrals (as defined in Code section 402(g)).
(2) If this limit would be exceeded by contributions to this Plan or another plan maintained by the Corporation or an Affiliate, the Administrative Committee shall distribute the amount of such excess (plus earnings thereon) to the Member. If this limit would be exceeded by contributions to this Plan and to a qualified retirement plan of another employer, the Administrative Committee shall distribute the amount of such excess (plus earnings thereon) to the Member if the Member provides the Administrative Committee with a written claim requesting a refund of the excess. Excess contributions mean elective deferrals (under Code section 402(g)) in excess of the annual limit on such deferrals in Code section 402(a)(8). The Administrative Committee may require additional proof regarding the existence of excess elective deferrals.
(b) Actual Deferral Percentage ("ADP") Test. In no event shall any Employer make Employee Before-Tax Contributions for any Plan Year that would result in the actual deferral percentage ("ADP") of the group of Highly Compensated Employees eligible to participate in the Plan exceeding the greater of--
(1) one and one-quarter times the ADP of the group of all other Eligible Employees; or
(2) the lesser of (A) two times the ADP of the group of all other Eligible Employees or (B) the ADP of the group of all other Eligible Employees plus two percentage points. The ADP of each group of Eligible Employees for any Plan Year shall be the average of the ratios (calculated separately for each Eligible Employee in each group) of (i) the Employee Before-Tax Contributions made on behalf of each Eligible Employee for such Plan Year to (ii) such Eligible Employee's Compensation, earned while such Employee was an eligible employee within the meaning of Treasury regulation section
1.401(k)-1(g)(4)(i) for such Plan Year. To the extent necessary to conform to the foregoing limitation, the Administrative Committee shall reduce Employee Before-Tax Contributions made on behalf of the Highly Compensated Employees. Such reduction shall be effected by reducing Employee Before-Tax Contributions made on behalf of Highly Compensated Employees (in the order of their ADPs) beginning with the Highly Compensated Employees who elected the highest percentage of such contributions.

Any such reduction in the Employee Before-Tax Contributions made on behalf of any Participant shall be refunded to the Participant as soon as administratively possible, together with any income allocable to such excess contributions for the Plan Year for which the excess contributions were made and for the period between the end of that Plan Year and the date of distribution, as provided in the rules adopted by the Administrative Committee at the time. In no event, however, shall such excess contributions or such income allocable thereto be left undistributed any later than the last day of the Plan Year following the Plan Year in which such excess contributions were made.

For purposes of the ADP test described in this subsection--
(I) An Employee Before-Tax Contribution will be taken into account for a Plan Year only if it relates to Compensation that either would have been received by the Eligible Employee in the Plan Year (but for the deferral election) or is attributable to services performed by the Eligible Employee in the Plan Year and would have been received by the Eligible Employee within 2 1/2 months after the close of the Plan Year (but for the deferral election); and
(II) An Employee Before-Tax Contribution will be taken into account for a Plan Year only if it is allocated to the Eligible Employee as of a date within that Plan Year. For this purpose, an Employee Before-Tax Contribution is considered allocated as of a date within a Plan Year if the allocation is not contingent on participation or performance of services after such date and the Employee Before-Tax Contribution is actually paid to the Trust Fund no later than 12 months after the Plan Year to which the contribution relates.
(c) Actual Contribution Percentage ("ACP") Test. In no event shall Employer Matching Contributions for any Plan Year be made which would result in the actual contribution percentage ("ACP") of the group of Highly Compensated Employees eligible to participate in the Plan to exceeding the greater of--
(1) one and one-quarter times the ACP of the group of all other Eligible Employees; or
(2) the lesser of (A) two times the ACP of the group of all other Eligible Employees or (B) the ACP of the group of all other Eligible Employees plus two percentage points. The ACP of each group of Eligible Employees for any Plan Year shall be the average of the ratios (calculated separately for each Eligible Employee in each group) of (i) the Employer Matching Contributions made on behalf of each Eligible Employee for such Plan Year to (ii) such Eligible Employee's Compensation earned while such Employee was an eligible employee within the meaning of Treasury regulation section
1.401(m)-1(f)(4)(i) for such Plan Year. To the extent necessary to conform to such limitation, the Administrative Committee shall reduce Employer Matching Contributions made on behalf of the Highly Compensated Employees in a manner similar to the method used in subsection 4.5(b). Any such reduction in the Employer Matching Contributions made on behalf of any Participant shall be paid to the Participant (if vested) or treated as a forfeiture under section 4.4 (if forfeitable). Such payment or forfeiture shall include any income allocable to such excess contributions for the Plan Year for which the excess contributions were made and for the period between the end of that Plan Year and the date of distribution. In no event shall such excess contributions or such income allocable thereto be paid to the Participant any later than the last day of the Plan Year following the Plan Year in which such excess contributions were made.

For purposes of the ACP test described in this subsection, an Employer Matching Contribution will be taken into account for a Plan Year only if it is (I) made on account of the Eligible Employee's Employee Before-Tax Contributions for the Plan Year, (II) allocated to the Eligible Employee's Employer Contribution Account as of a date within that Plan Year, and
(III) paid to the Trust Fund by the end of the twelfth month following the close of that Plan Year.
(d) Combination and Restructuring. The Administrative Committee may comply with the requirements of this section by combining contributions under this Plan with contributions under any other defined contribution plan maintained by the Corporation or any Affiliate or adopting any other methodology permitted under guidelines established by the Secretary of the Treasury. To the extent permitted by applicable regulations, the Administrative Committee may elect to take Employee Before-Tax Contributions into account in applying the ACP test.
(e) Special Rules. For purposes of determining whether the Plan satisfies the ADP test of subsection (b) and the ACP test of subsection (c), the following rules shall apply:
(1) All elective contributions that are made under two or more plans that are aggregated for purposes of Code section
401(a)(4) or 410(b) (other than Code section
410(b)(2)(A)(ii)) are to be treated as made under a single plan. All matching contributions made under two or more plans that are similarly aggregated are to be treated as made under a single plan. If two or more plans are permissively aggregated for purposes of section Code
401(k) or 401(m), the aggregated plans must also be treated as a single plan for purposes of satisfying Code sections 401(a)(4) and 410(b).
(2) In calculating the ADP or the ACP, the actual deferral ratio ("ADR") or the actual contribution ratio ("ACR"), as applicable, of a Highly Compensated Employee will be determined by treating all cash-or-deferred arrangements or all plans subject to Code section 401(m) (as applicable) under which the Highly Compensated Employee is eligible (other than those that may not be permissively aggregated) as a single arrangement. If a Highly Compensated Employee participates in two or more cash-or- deferred arrangements, or in two or more plans subject to Code section 401(m), that have different plan years, all cash-or-deferred arrangements or arrangements subject to Code section 401(m) (as applicable) ending with or within the same calendar year shall be treated as a single arrangement. Notwithstanding the foregoing, plans shall be treated as separate if mandatorily disaggregated under regulations under Code section 401(k) or 401(m).
(3) In the case of a Highly Compensated Employee who is either a 5-percent owner or one of the ten most Highly Compensated Employees and is thereby subject to the family aggregation rules of Code section 414(q)(6)-- (A) the ADR for the family group (which is treated as one Highly Compensated Employee) is the ADR determined by combining the elective contributions, compensation, and amounts treated as elective contributions of all eligible family members, and (B) the ACR for the family group (which is treated as one Highly Compensated Employee) is the greater of (i) the ACR determined by combining the contributions and compensation of all eligible family members who are Highly Compensated Employees without regard to family aggregation, and (ii) the ACR determined by combining the contribution and compensation of all family members. Except to the extent taken into account in the preceding sentence, the elective contributions, compensation, and amounts treated as elective contributions, and the contributions and compensation of all family members are disregarded in determining the ADPs and ACPs for the groups of Highly Compensated Employees and nonhighly compensated employees.
(4) In the case of a Highly Compensated Employee whose ADR or ACR is determined under the family aggregation rules, the determination of the amount of excess contributions shall be made as follows, in accordance with the "leveling" method described in Treasury regulation section
1.401(k)-1(f)(2) or 1.401(m)-1(e)(2) (as applicable):
(A) First, the ADR or ACR (as applicable) of the Highly Compensated Employee with the highest ADR or ACR is reduced to the extent necessary to satisfy the ADP test or the ACP test (as applicable) or cause such ratio to equal the ADR or ACR (as applicable) of the Highly Compensated Employee with the next highest ratio.
(B) Second, this process is repeated until the ADP or ACP test (as applicable) is satisfied.
(5) The amount of excess contributions and income allocable thereto to be refunded shall be reduced by excess deferrals under subsection (a) previously distributed for the taxable year ending in the same Plan Year, and excess deferrals under subsection (a) to be distributed for a taxable year will be reduced by excess contributions and income allocable thereto previously distributed or recharacterized for the Plan Year beginning in such taxable year. If a Highly Compensated Employee's elective contributions are reduced in order to enable the Plan to satisfy the ADP test, a corresponding reduction shall be made to the contributions that would otherwise have matched said elective contributions.
(f) Additional Action. The Administrative Committee may take such additional action as it shall consider appropriate to ensure compliance with the requirements of this section. Such action may include, but is not limited to, reducing the maximum amount of Employee Before-Tax Contributions under section 4.3 that can be contributed on behalf of any group of Highly Compensated Employees.
(g) Multiple-Use Limitation. To the extent required by rules issued under Code section 401(m)(9), the limits of this section shall be applied in a manner that reflects any restrictions on the multiple use of the alternative limitation contained in paragraph (2) of subsections (b) and (c) of this section. Any such restriction on the multiple use of the alternative limitation shall be implemented pursuant to uniform rules to be adopted by the Administrative Committee.
(h) Other Requirements. The determination of ADP and ACP amounts of any Participant shall satisfy such other requirements as may be permitted by the Secretary of the Treasury.

4.6 Contingency of Contributions on Profits This Plan is designated as a profit sharing plan under Code section
401(a). However, payment by an Employer of contributions to the Plan shall not be contingent upon the existence of current or accumulated profits of the Employer.

4.7 Limits on Annual Additions
(a) A Participant's "annual addition" (within the meaning of Code section 415(c)) may not exceed the lesser of--
(1) $30,000 (or, if greater, one-fourth of the dollar limitation in effect under Code section 415(b)(1)(A)), or
(2) 25 percent of such Participant's Compensation for such Plan Year.
(b) If in any Plan Year a Participant is covered both under any defined contribution plan and under any defined benefit plan, the sum of the defined benefit plan fraction (as defined in Code section 415(e)(2)) and the defined contribution plan fraction (as defined in Code section 415(e)(3)) for such Plan Year shall not exceed one. It is intended that the benefits payable under any defined benefit plan will be reduced to the extent necessary to prevent the sum of such fractions for any Plan Year from exceeding one before contributions to any defined contribution plan will be reduced. "Any defined benefit plan" means all defined benefit plans of the Corporation and Affiliates considered as one plan. "Any defined contribution plan" means all defined contribution plans of the Corporation and Affiliates considered as one plan. In applying the limitations of this section 4.7, "Affiliate" shall have the meaning prescribed in section
2.1(c), except that in applying Code sections 414(b) and (c), the phrase "more than 50 percent" shall be substituted for the phrase "at least 80 percent" each place it appears in Code section 1563(a)(1).
(c) If in any Plan Year a Participant's annual addition exceeds the limitation determined under subsection (a) above, such excess shall not be allocated to the Participant's accounts in any defined contribution plan but shall be handled in the following manner and order until such excess is eliminated:
(1) the Participant's portion of the allocation of Employee Before-Tax Contributions or any part thereof shall be refunded to the Participant; and
(2) the Participant's portion of the allocation of Employer Contributions or any part thereof shall be placed in a suspense account. The amount held in such suspense account that is attributable to contributions of an Employer shall be used to reduce contributions by that Employer for the next following Plan Year. Such suspense account shall share in the gains and losses of the Trust Fund on the same basis as other Accounts.

The above reductions shall be applied to this Plan first, and thereafter to any other defined contribution plan.

4.8 Employee Rollover Contributions An Eligible Employee may, in accordance with procedures approved by the Administrative Committee, contribute the following amounts to the Plan:
(a) part or all of a distribution or proceeds from a sale of distributed property which, prior to January 1, 1993, qualifies as a "qualified total distribution" or, after December 31, 1992, an "eligible rollover distribution" from a trust described in Code section 401(a) and exempt from tax under Code section 501(a), less any amounts considered to be employee after-tax contributions;
(b) a distribution from an individual retirement account or annuity, the entire amount of which distribution is from a source described in (a) above; or
(c) a trust-to-trust transfer from a prior employer's plan, provided that the Employee can establish to the satisfaction of the Administrative Committee that such prior employer's plan meets the qualification requirements under Code section 401(a). A contribution described in subsection 4.8(a) or (b) must be paid over to the Trustee on or before the sixtieth day after receipt by the Employee of the distribution. All contributions described in this section and shall be held in the Trust Fund under this Plan as a completely separate account in the name of the Employee whose interest is being held. Such account shall be fully vested and nonforfeitable, and subject to the distribution and withdrawal provisions of Article VI.

4.9 Coordination of Benefits
(a) If an Employee transfers into employment that entitles the Employee to participate in the Plan, or if an Employee transfers out of employment that entitled the Employee to participate in the Plan, the Employee may receive an Employer Contribution under this Plan only for the portion of the Plan Year in which he was a Participant.
(b) For purposes of determining the treatment of transferred employees--
(1) In applying any Plan provision requiring employment with an Employer on the last day of a Plan Year, any employment with an Employer or with any Affiliate shall be sufficient to satisfy the Plan provision.
(2) Any compensation paid during a Plan Year prior to the date of a transfer shall be counted in determining the Participant's Compensation over the Social Security Wage Base.

Article V. Vesting in Accounts

5.1 Employee Contribution Accounts A Member shall at all times be fully vested and have a nonforfeitable interest in his Employee Before-Tax Contribution Account, Employee After-Tax Contribution Account, and Employee Rollover Contribution Account.

5.2 Employer Contribution Accounts
(a) Vesting Schedule. A Member who is credited with an Hour of Service shall have a vested and nonforfeitable interest in his Employer Contribution Account in accordance with the following schedule:

Completed Years of Service   Vested Percentage

fewer than 1                 0%
1                            20%
2                            40%
3                            60%
4                            80%
5 or more                    100%

(b) Accelerated Vesting. Notwithstanding subsection
(a) above, a Member shall be fully vested and have a nonforfeitable interest in his entire Employer Contribution Account if--
(1) he attains age 65 while still an Employee;
(2) he dies or suffers a Disability while an Employee;
(3) while he is an Employee, contributions to the Plan are completely discontinued or the Plan is terminated, or the Plan is partially terminated and such Member is affected by such partial termination; or
(4) he entered before January 1, 1990 and he attains age 60 while still an Employee.

(c) Sale of Business Unit or Closing of Facility. In the event of the sale of a business unit, the closing of a facility, or a reduction in force, the affected Participants will have their vested account balances determined in accordance with the provisions of Article XV.

Article VI. Distributions and Withdrawals
6.1 Distribution Upon Severance From Service
(a) Upon a Member's Severance from Service, the full value of the Member's Employee Before-Tax Contribution Account, Employee After-Tax Contribution Account, Employee Rollover Contribution Account, and the vested portion (as determined under section 5.2) of his Employer Contribution Account shall be distributed in accordance with subsection 6.1(a) and sections
6.2, 6.3, and 6.4.
(b) The value of the Account shall be determined as soon as reasonably practicable following the date of such Severance from Service. Subject to the provisions of section 6.3, if the nonforfeitable portion of a Member's Account is equal to or less than $3,500 and never exceeded $3,500 at the time of any prior distribution, then such distribution shall be made as soon as practicable following the Member's Severance from Service. Subject to the provisions of section 6.3, if the nonforfeitable portion of a Member's Account exceeds $3,500, or ever exceeded $3,500 at the time of any prior distribution, then such distribution shall be made as soon as reasonably practicable following the earliest of a request for distribution made in the manner specified by the Administrative Committee or the Member's, attainment of age 65, or death, and the value of the Account shall include any amounts credited to his Account and any amounts debited from his Account as of the Valuation Date on which distribution is made to the Member. The $3,500 threshold amount under this section shall automatically be increased to the extent permitted under applicable law.

6.2 Forfeitures
(a) If a Member has a Severance from Service, the vested portion of his Account shall continue to be maintained and adjusted under sections 8.3 and 8.4 until such portion is distributed under the applicable provisions of this Plan. The portion of his Account, if any, which is not vested at the time of his Severance from Service shall be deemed a Forfeiture at the time of such Severance from Service and applied in accordance with section 4.4 as soon as practicable following the Member's Severance from Service. A Forfeiture described in this subsection shall be conditional, pending the Member's reemployment or the date the Member incurs five consecutive One-Year Periods of Severance.
(b) If a Member has a Severance from Service and is thereafter reemployed before five consecutive One- Year Periods of Severance, the amount treated as a conditional Forfeiture, plus imputed earnings thereon, shall be restored to the Member's Employer Contribution Account as the new beginning balance in such Account on the basis of the Member's most recent investment election. In the absence of an investment election, the restored amount shall be invested in the Fixed Income Fund. Any amounts to be restored pursuant to this subsection shall be derived from Forfeitures arising in the Plan Year of such restoration. If the Forfeitures are not sufficient to provide for the amounts to be restored in such Plan Year, the Employer shall make an additional contribution to the Plan to provide the remaining amounts to be restored. Such additional Employer contribution shall be in addition to the Employer Contributions and Employer Matching Contributions made pursuant to sections 4.1 and 4.3 and shall not be subject to the allocation provisions of sections 4.2 and
4.3. For purposes of this subsection, the amount imputed as earnings upon a conditional Forfeiture shall be determined as if the conditional Forfeiture were invested in the Fixed Income Fund from the time the conditional Forfeiture occurred until the time of restoration under this subsection.
(c) If a Member who is less than fully vested under the provisions of section 5.2 receives a distribution of less than the entire value credited to his Employer Contribution Account, is subsequently reemployed before incurring five consecutive One-Year Periods of Severance, and again incurs a Severance from Service before becoming fully vested in his Employer Contribution Account, his vested amount in such Account at his later Severance from Service shall be determined by the following formula:

X = P (AB + D) - D

For purposes of the foregoing formula, as of any relevant time:

X = the Member's vested interest in his Employer Contribution Account;
P = the vested percentage in his Employer Contribution Account determined under section 5.2;
AB= the balance in his Employer Contribution Account; and
D = the amount of the distribution.

(d) If a Member who is less than fully vested in his Employer Contribution Account has a Severance from Service and is not reemployed before incurring five consecutive One-Year Periods of Severance, any conditional Forfeitures occurring at his Severance from Service shall become permanent Forfeitures.
(e) If a Member who has had five consecutive One-Year Periods of Severance and a permanent Forfeiture pursuant to this section is subsequently reemployed by an Employer, he shall not be entitled, as a result of the years of Service following his five consecutive One-Year Periods of Severance, to a recalculation of the vested percentage of his Employer Contribution Account for Service prior to the commencement of his Severance from Service.

6.3 Commencement of Distributions
(a) Distribution of the nonforfeitable portion of a Member's Account that is equal to or less than $3,500 pursuant to section 6.1(b) shall be made or commence to the Member, without the Member's consent, as soon as practicable following his Severance from Service.
(b) Distributions of a Member's Account greater than $3,500 shall be made or commence to the Member, with the Member's consent, as soon as practicable following his Severance from Service and shall begin not later than:
(1) the sixtieth day after the close of the Plan Year in which he attains his sixty-fifth birthday,
(2) the sixtieth day after the close of the Plan Year in which his Severance from Service occurs, or
(3) a later distribution commencement date, as elected by the Member. Notwithstanding the preceding provisions of this subsection, the Member may not defer his distribution commencement date beyond the December 31 of the calendar year in which the Member attains age 70 1/2, as described in section 6.8.
(c) Subject to the provisions of section 6.4 relating to survivors' annuities and subject to the minimum distribution rules of section 6.7, upon the death of a Member any unpaid vested balance in his Account shall be distributed to the Member's Beneficiary in a single payment, as soon as practicable after his death. This subsection (c) shall only apply if--
(1) the Member has a Beneficiary other than the Member's spouse; or
(2) the Member's vested Account balance at the time of his Severance from Service does not exceed $3,500.
(d) Subject to the provisions of section 6.4 relating to survivor annuities and subject to the required distribution rules of section 6.8 relating to death of a Member prior to commencement of his benefits, if--
(1) the Member's spouse is his Beneficiary; and
(2) the Member's Account balance at the time of his death exceeds $3,500; then the unpaid vested balance in his Account at the time of his death shall be distributed to his Beneficiary on the first day of the month next following the date the Member would have attained age 65; provided, however, that the Beneficiary may request commencement of the benefit at any time after the Member's death.
(e) Amounts payable hereunder shall continue to be maintained and adjusted pursuant to sections 8.3 and 8.4 pending such payment.

6.4 Method of Distribution
(a) The normal form of distribution shall be in a single payment. Distributions shall be made in cash to the extent a Member's Account is invested in an Investment Fund other than the Employer Stock Fund. To the extent a Member's Account at the time of distribution is invested in the Employer Stock Fund:
(1) If the value of the Account invested in such fund and payable to the Member is less than or equal to $3,500, the distribution shall be in cash; and
(2) If the value of the Account invested in such fund and payable to the Member exceeds $3,500, the distribution shall be either in cash, or in full shares of stock of the Corporation (and in cash for any fractional shares), as the Member shall elect.
(b) A Member (or his surviving spouse Beneficiary in the event of his death) may elect, in the manner prescribed by the Administrative Committee, to have an annuity contract purchased on his behalf from an insurance company in lieu of a single sum payment under subsection (a). Such annuity contract shall provide that the normal form of annuity payment for a married Member shall be an annuity for the life of the Member with a survivor annuity for the life of his spouse which is 50 percent of the amount of the annuity payable during the joint lives of the Member and the Member's spouse and shall provide that the normal form of annuity payment for an unmarried Member shall be an annuity for the lifetime of the Member. The other annuities available under this subsection shall include a single life annuity (available to married Members), a 50 percent or a 100 percent joint and survivor annuity (available either with the Member's spouse, if any, as the joint annuitant or with any other Beneficiary designated as the joint annuitant), and a ten-year certain and life annuity.

If a Member who elects to have an annuity contract purchased on his behalf is married and dies prior to the annuity starting date, the Member's surviving spouse shall receive a preretirement survivor annuity, payable for the life of such spouse, with a value equal to 50 percent of the unpaid vested balance in such Member's Account. Such surviving spouse, upon becoming eligible for a preretirement survivor annuity, may elect another method of distribution, as permitted to a surviving spouse Beneficiary in accordance with this section 6.4. The Beneficiary of the other 50 percent of the unpaid vested balance in such Member's Account shall be determined pursuant to section 14.1 and distribution to such Beneficiary shall be made in accordance with section 6.3 and this section 6.4.
(c) The annuities payable pursuant to subsection (b) shall have a value equal to the account balance which is distributable to the Member pursuant to section 6.1. Each Member who elects to have an annuity contract purchased on his behalf pursuant to subsection (b) shall be provided with a written explanation of the survivor annuities no less than 30 days and no more than 90 days prior to the commencement of benefits. The written explanation shall describe the terms and conditions of the survivor annuities, the Member's right to make (and the effect of) an election to waive the normal form of annuity, the right of the Member's spouse to consent in writing to such waiver, the right to make (and the effect of) a revocation of an election to waive such annuity, and a general description of the eligibility conditions, features, and relative values of the optional forms of payment available under the annuity contract. Consent of the Member's spouse may not be revoked.

Each Member who has elected to have an annuity contract purchased on his behalf pursuant to subsection (b) may elect, at any time during the 90-day period ending on the annuity starting date, to waive the normal form of annuity payment and select another form of payment. In the case of a married Member, the Member's election to waive the normal form of annuity payment pursuant to this subsection in favor of another form of payment (other than the 100 percent joint and survivor annuity with the Member's spouse as the joint annuitant), shall not take effect unless--
(1) the spouse of the Member consents in writing to such election, such election designates a form of benefit payment and/or a Beneficiary that may not be changed without spousal consent (or consent of the spouse expressly permits designations by the Member without any requirement of further consent by the spouse), and the spouse's consent acknowledges the effect of such election and is witnessed by a notary public or by a person authorized to do so by the Administrative Committee, or
(2) it is established to the satisfaction of the Administrative Committee that the consent required under paragraph (1) may not be obtained because there is no spouse, because the spouse cannot be located, or because of such other circumstances as the Secretary of the Treasury may by regulations prescribe.
(d) A Member who was a Participant in the Tupperware Profit Sharing Retirement Trust before January 1, 1989, and a surviving spouse Beneficiary of such a Member may also elect to receive quarterly installments in a specified amount (of at least $75) continuing until the Member's Account is fully depleted; provided, however, that, as of the date specified in subsection 6.8(a), the distributions shall be subject to the requirements of section 6.8. A Member who was a Participant in the Tupperware Profit Sharing Retirement Trust before January 1, 1989 (but not the Beneficiary of a deceased Member) may receive a distribution, in a single sum, equal to the balance in the Member's Employee After-Tax Contribution Account, not including any earnings thereon. The remainder in the Member's Account will then be distributable under the provisions of this section 6.4.
(e) Notwithstanding the provisions of subsections (a) through (d), the benefit of each Member whose balance payable under section 6.1 is less than or equal to $3,500 shall be paid, without the consent of the Member or the Member's Beneficiary, in a single payment and shall be in cash.
(f) Annuity payments under section 6.4(b) shall be made through the purchase of an annuity contract from an insurance company. Purchase of such a contract shall constitute a complete distribution of the Member's Account.
(g) Amounts payable under this section shall continue to be maintained and adjusted pursuant to sections
8.3 and 8.4 pending payment (or purchase of an annuity contract).
(h) An Alternate Payee may elect any method of distribution available to the Member from whom the Alternate Payee's benefit arises, except for a joint and survivor annuity with a spouse subsequent to the Member as Beneficiary.

6.5 Hardship Withdrawals
(a) Subject to the approval of the Administrative Committee under the terms of the "Tupperware Corporation Hardship Withdrawal Procedure," a Member who is an Employee may make a hardship withdrawal equal to all or any part of the balance in his Employee Before-Tax Contribution Account, Employee Rollover Contribution Account, and Employee After-Tax Contributions Account; provided, however, that no earnings on his Employee Before-Tax Contributions, Employee After- Tax Contributions, or Employee Rollover Con tributions may be withdrawn. A hardship withdrawal shall only be made in the event of a financial hardship, which shall include the following situations:
(1) Expenses for medical care described in Code section 213(d) previously incurred by the Member, the Member's spouse, or any dependents of the Member (as defined in Code section 152) or necessary for these persons to obtain medical care described in Code section 213(d);
(2) Costs directly related to the purchase of a principal residence for the Member (excluding mortgage payments);
(3) Payment of tuition, related educational fees and room and board for the next 12 months of post-secondary education for the Member, the Member's spouse, children, or dependents (as defined in Code section 152);
(4) Payments necessary to prevent the eviction of the Member from the Member's principal residence or foreclosure on the mortgage on that residence; or
(5) Such other situations that impose an immediate and heavy financial need on the Member consistent with Code section 401(k) and the regulations thereunder.
(b) A Member's request for a withdrawal must be accompanied or supplemented by such evidence of hardship and financial need as the Administrative Committee may reasonably require. Such evidence respecting financial need will include representa tions from the Member and the Member's spouse, if any, that the need cannot reasonably be relieved:
(1) through reimbursement or compensation by insurance or otherwise;
(2) by liquidation of the Member's assets (including assets of the Member's spouse and minor children, if any), to the extent such liquidation would not itself cause an immediate and heavy financial need;
(3) by cessation of Employee Before-Tax Contributions; or
(4) by other distributions or loans from plans maintained by any employer, or by borrowing from commercial sources on reasonable commercial terms.
(c) Approval or denial of hardship withdrawal requests shall be determined in accordance with the procedures established by the Administrative Committee and the Administrative Committee's decision shall be final. The amount of such withdrawal shall be limited to that amount which the Administrative Committee determines is necessary to meet the immediate financial needs created by the hardship (including any applicable taxes and penalties on the withdrawal). A Member may not revoke his withdrawal request after the distribution has been made.
(d) Hardship withdrawals shall be paid pro rata from the Investment Funds in which the Member's contributions are invested. Such contributions shall be depleted from the Employee's Account in the following order:

(A) Employee After-Tax Contributions;
(B) Employee Rollover Contributions; and
(C) Employee Before-Tax Contributions, first out of the Supplemental Contribution Account and then out of the Basic Contribution Account.
(e) Under no circumstances may a Member withdraw any portion of his Account if such withdrawal would cause any loan to the Member under section 6.12 to violate the provisions of section 6.12.

6.6 Withdrawals of Employee Contributions An Employee may make a withdrawal equal to all or any part of the balance in his Employee After-Tax Contribu- tion Account; provided, however, that no earnings may be withdrawn from such account. An Employee may not make more than one withdrawal during any Plan Year and withdrawals shall be made pursuant to such rules as the Administrative Committee may prescribe. A Member may not revoke his withdrawal request. Withdrawals pursuant to this section 6.6 shall be paid pro rata from the In- vestment Funds in which the Member's Employee After-Tax Contributions. Under no circumstances may a Member withdraw any portion of his Employee After-Tax Contribution Account if such withdrawal would cause any loan to the Member under section 6.12 to violate the provisions of section 6.12.

6.7 Minimum Distributions Notwithstanding anything to the contrary contained in this Article VI--
(a) All distributions under this Plan shall comply with the requirements of sections 6.8 and 6.9.
(b) All distributions under this Plan shall be made in accordance with Code section 401(a)(9) and the regulations thereunder. Provisions of the Plan regarding payment of distributions shall be interpreted and applied in accordance with Code section 401(a)(9) and the regulations thereunder.

6.8 Required Distributions
(a) In no event may the distribution of a Member's benefits commence later than the December 31 of the calendar year in which the Member attains age 70 1/2.
(b) A Member's benefits will be distributed, beginning not later than the date required pursuant to subsection (a), over the life of the Member, or over the lives of such Member and a Beneficiary, or over a period not extending beyond the life expectancy of such Member or the joint life expectancy of such Member and a Beneficiary.
(c) If the distribution of a Member's benefits have begun in accordance with subsection (a), and the Member dies after the required commencement date under subsection (a) but before his entire interest in the Plan has been distributed to him, the remaining portion of the Member's benefits will be distributed at least as rapidly as under the method of distribution in effect at the date of the Member's death.
(d) If a Member dies prior to the commencement of the Member's benefits and the Member's required commencement date under subsection (a), the Member's benefits will be distributed within five years after the end of the year in which the Member's death occurs, except as permitted under subsections (e) and (f).

(e) If--
(1) any portion of a Member's benefits are payable to a Beneficiary,
(2) such portion will be distributed over the life of such Beneficiary or over a period not ex tending beyond the life expectancy of the Beneficiary, and
(3) such distributions begin not later than the last day of the calendar year following the year of the Member's death; the portion referred to in subsection (e)(1) shall be treated as distributed within the time required under subsection (d).
(f) If the Beneficiary referred to in subsection
(e)(1) is the surviving spouse of the Member, the date on which distributions are required to begin under subsection (e)(3) shall not be earlier than the date the Member would have attained age 70 1/2.
(g) If the distribution of a Member's benefits begin in accordance with subsection (a) while the Member is an Employee, the Member's required minimum distribution under section 6.7 shall be paid as a single sum in each calendar year during which the Member is an Employee, unless in such year the Member has a Severance from Service and his benefits have commenced in accordance with section 6.7.

6.9 Incidental Death Benefit
(a) If payment of a Member's benefit under this Plan is by a distribution directly to the Member from such Member's Account, the minimum amount which must be distributed each calendar year shall be the amount determined by dividing the balance in the Member's Account by the "applicable divisor." The "applicable divisor" shall be determined under regulations issued by the Secretary of the Treasury under the incidental death benefit requirements of Code section 401(a)(9).
(b) If payment of a Member's benefit under this Plan is by a distribution in the form of the purchase of an annuity contract, such annuity contract may only be payable for a period not to exceed the lifetime of the Member or the lifetimes of the Member and his Beneficiary. If the Member's Beneficiary is not his spouse, the periodic annuity payments payable to the Beneficiary may not exceed the "applicable percentage" of the annuity payments payable to the Member. The "applicable percentage" shall be determined pursuant to regulations issued by the Secretary of the Treasury under Code section 401(a)(9).

6.10 Calculation of Life Expectancies Life expectancies of Members and Beneficiaries under this Article VI shall not be subject to recalculation.

6.11 Withholding Taxes An Employer may withhold from a Member's Compensation, and the Trustee may withhold from any payment under this Plan, any taxes required to be withheld with re- spect to contributions or benefits under this Plan and such sum as such person may reasonably estimate as necessary to cover any taxes for which they may be liable and which may be assessed with respect to contributions or benefits under this Plan.

6.12 Loans Each Member who is an Eligible Employee (and each party-in-interest, as defined in section 3(14) of ERISA, with a balance in his Account and who is a terminated Employee, Beneficiary, or Alternate Payee) may, with the approval of the Applicable Named Fiduciary, borrow amounts from his Employee Before-Tax Contribution Account, Employee Rollover Contribution Account, and Employee After-Tax Contribution Account. The minimum amount of any loan shall be $1,000, and no Member may have more than one loan outstanding at any time. Each request for a loan shall be submitted on a form prescribed by the Administrative Committee. The Applicable Named Fiduciary shall direct the Trustee to make a loan to a Member who completes a loan applica- tion and who meets the applicable loan requirements, secured by the vested amount in the Member's Account. The terms of such loan shall be determined by the Administrative Committee, subject to the following conditions:
(a) The term of such loan shall not exceed the earlier of (1) five years or (2) such Member's Severance from Service (if the Member is not a party-in- interest). To the extent that such loan is unpaid at the time a distribution of such Member's Account becomes payable, such unpaid amount shall be deducted from the amount otherwise payable from his Account. Any unpaid loan amount shall be automatically offset against the Member's Account upon the Member's Severance from Service, to the extent not prohibited by Code section 401(k) and the Treasury regulations thereunder and to the extent the unpaid loan amount is not repaid before the loan is in default.
(b) Such loan shall bear a reasonable rate of interest, which rate shall be one percentage point over the prime rate on commercial loans at large U.S. money center commercial banks, as determined by the Administrative Committee.
(c) The amount of such loan shall not exceed the lesser of--
(1) $50,000, reduced by the highest outstanding balance of loans from the Plan during the twelve-consecutive-month period ending on the day the loan was made; or
(2) 50 percent of the vested and nonforfeitable portion of such Member's Account at the relevant time.
(d) Such loan shall be evidenced by a promissory note, in such form and containing such terms and condi tions as the Administrative Committee from time to time directs.
(e) Payments of principal and interest shall be made by approximately equal payments on a basis that would permit such loan to be amortized over its term. Prepayments of principal and of interest accrued through the date of prepayment may be made, in whole, without penalty. Prepayments may not be made within the first 12 months of loan repayment, unless the prepayment is made as a result of the Member's termination of employment. Loans shall be repaid by payroll deductions, unless otherwise permitted by the Administrative Committee on a basis that does not discriminate in favor of Highly Compensated Employees.
(f) Amounts of principal and interest received on a loan shall be credited to such Member's Employee Before-Tax Contribution Account, Employee Rollover Contribution Account, and Employee After-Tax Contribution Account using his current investment election for future Employee Before-Tax Contribu tion, Employee Rollover Contribution, and Employee After-Tax Contribution Accounts, and the outstanding loan balance shall be considered an investment of the assets of such account.
(g) In the case of a married Member, a loan shall be made only with the written consent of the Member's spouse. Such consent shall be obtained within the 90-day period ending on the date the loan is secured by the vested amount in the Member's account and, if the normal form of distribution for the Member is an annuity described in section
6.4(b) or if the Member has elected such an annuity form of distribution, such consent shall comply with the applicable requirements of section
6.4(c)(1) and (2).
(h) The following Members are not eligible to request a loan:
(1) terminated Employees, Beneficiaries, and Alternate Payees (unless they are parties-in- interest);
(2) Members who have an outstanding loan;
(3) Members who have repaid an outstanding loan in full within the last six months prior to a loan request; and
(4) Members who have defaulted on a loan within the last two years prior to a loan request.
(i) Loans shall be governed by any guidelines or program provisions established by the Administrative Committee on a basis that does not discriminate in favor of Highly Compensated Employees and by any other rules established by the Administrative Committee consistent with any such guidelines and with the Plan.

6.13 Direct Rollovers of Eligible Distributions
(a) Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this section, a distributee may elect, at the time and in the manner prescribed by the Administrative Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover, provided that the eligible rollover distribution is not less than $200.
(b) The following definitions shall apply to the terms used in this section:
(1) Eligible rollover distribution. An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Code section 401(a)(9); and the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities).
(2) Eligible retirement plan. An eligible retirement plan is an individual retirement account described in Code section 408(a), an individual retirement annuity described in Code section 408(b), an annuity plan described in Code section 403(a), or a qualified trust described in Code section 401(a), that accepts the distributee's eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.
(3) Distributee. A distributee includes an Employee or former Employee. In addition, an Employee's or former Employee's surviving spouse and an Employee's or former Employee's spouse or former spouse who is the Alternate Payee under a qualified domestic relations order, as defined in Code section 414(p), are distributees with regard to the interest of the spouse or former spouse.
(4) Direct rollover. A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee.

Article VII. Investment Elections

7.1 Investment of Contributions
(a) Investment Election. (i) Employee Before-Tax Contributions, Employee Rollover Contributions. Each Participant may elect to invest any whole percentage of his Employee Before-Tax Contribution Account, Employee Rollover Contribution Account and Employee After-Tax Contribution Account and any future contributions to those Accounts made after such election in ----- (A) any one or more of the Core Investment Funds, or
(B) any one of the Mix Funds.

In addition, a Participant may elect to invest any whole percentage, to a maximum of fifty percent (50%), of his Employee Before-Tax Contribution Account, Employee Rollover Contribution Account and Employee After-Tax Contribution Account and any future contributions to those Accounts made after such election in the Employer Stock Fund.

(ii) Employer Matching Contributions and Employer Contributions. A Participant's Employer Matching Contributions made after December 31, 1996 shall be invested in the Employer Stock Fund. Each Participant may elect to invest any whole percentage of the balance of his Employer Contributions Account attributable to his Employer Matching Contributions contributed before January 1, 1997 in -----

(A) the Employer Stock Fund, (B) any one or more of the Core Investment Funds, or
(C) any one of the Mix Funds.

A Participant may elect to invest any whole percentage of (I) the balance of his Employer Contributions Account attributable to Employer Contributions and (II) any future Employer Contributions made after such election in -----

(A) the Employer Stock Fund, (B) any one or more of the Core Investment Funds, or
(C) any one of the Mix Funds.

(iii) Diversification of Employer Matching Contributions. Upon attaining age 50, a Participant may elect to invest a maximum of twenty-five percent (25%) of his Employer Matching Contributions made on or after January 1, 1997 in any one or more of the Core Investment Funds or any one of the Mix Funds. Upon attaining age 55, each Participant may elect to invest a maximum of fifty percent (50%) of his Employer Matching Contributions made on or after January 1, 1997 in one or more of Core Investment Funds or any one of the Mix Funds. Upon attaining age 62, each Participant may elect to invest a maximum of one hundred percent (100%) of his Employer Contributions Account attributable to Employer Matching Contributions made on or after January 1, 1997 in one or more of Core Investment Funds or any one of the Mix Funds.
(b) Each Participant may make investment elections in the manner specified by the Administrative Committee upon becoming a Participant. Such investment will be in increments specified by the Administrative Committee.
(c) A Participant may change his investment election as of any Valuation Date, subject to section 7.2. A change will be subject to the limits described in subsections 7.1(a).
(d) Each Member's interest in an Investment Fund shall be equal to the value of the number of units held in the Member's Account for that Investment Fund, multiplied by the value of such unit. The value of the unit is determined each Valuation Date by the Trustee and the number of units of the Investment Fund held in each Member's Account is determined each Valuation Date by the Applicable Named Fiduciary.
(e) An Alternate Payee or Beneficiary of a Member shall have the same ability to make investment elections as the Member.

7.2 Investment Procedures Each Member may elect, as of any Valuation Date, to have all or a portion of his current Account balance in any Investment Fund transferred to any one or more Investment Funds, to the extent provided in section 7.1 or change his election with respect to future Employer Contributions to be invested in the Employer Stock Fund. A Member may make such an election once each calendar quarter and at any eight other times during each calendar year. Such election may also be made as of any additional dates that may be selected by the Administrative Committee. A Member who is reemployed and who, pursuant to section 6.2, has a Forfeiture plus imputed earnings restored to his Employer Contribution Account will have the restored amount invested in the same manner as his most recent investment election.

7.3 Transfer of Assets The Administrative Committee shall direct the Trustee to transfer moneys or other property from the appropriate Investment Fund(s) to the other Investment Fund(s) as may be necessary to carry out the aggregate transfer transactions after the Administrative Committee has caused the necessary entries to be made in the Participants' Accounts in the Investment Funds and has reconciled offsetting transfer elections, in accordance with uniform rules therefor established by the Administrative Committee.

The Applicable Named Fiduciary shall also cause future Employer Contributions, Employee Before-Tax Contributions, Employee Rollover Contributions, and Employee After-Tax Contributions to be invested in the Investment Funds in accordance with the Participants' directions in accordance with sections 7.1 and 7.2.

Article VIII. Accounts and Records of the Plan

8.1 Accounts and Records The Accounts and records of the Plan shall be maintained by the Applicable Named Fiduciary (or its delegate) and shall accurately disclose the status of the Accounts of each Member or his Beneficiary in the Plan. Each Member shall be advised from time to time, at least once during each Plan Year, as to the status of his Account.

8.2 Trust Fund Each Member shall have an undivided proportionate interest in the Plan's interest in the Trust Fund which shall be measured by the proportion that the market value of his Account bears to the total market value of all Accounts as of the Valuation Date.

8.3 Valuation and Allocation of Expenses As of each Valuation Date, the Trustee shall determine the fair market value of the Trust Fund after first deducting any expenses which have not been paid by the Employers pursuant to section 14.10.

8.4 Allocation of Earnings and Losses As of each Valuation Date, and following the valuation described in section 8.3, the Applicable Named Fiduciary, with the assistance of the Trustee, shall allocate the net earnings and gains or losses of each Investment Fund of the Trust Fund since the preceding Valuation Date to each Member's Account in the same proportion that the market value of his Account in such Investment Fund bears to the total market value of all Members' Accounts in such Investment Fund; and, for this purpose, the Applicable Named Fiduciary shall adopt uniform rules which conform to applicable law and generally accepted accounting practices.

Article IX. Financing

9.1 Financing The Corporation, or the Management Committee acting on behalf of the Corporation, shall enter into a Trust Agreement in order to implement and carry out the pro- visions of the Plan and to finance the benefits under the Plan. All rights which may accrue to any person under the Plan shall be subject to all the terms and provisions of such Trust Agreement. The Corporation, or the Management Committee acting on behalf of the Corporation, may modify the Trust Agreement in accordance with the terms of such Agreement from time to time to accomplish the purposes of the Plan.

9.2 Contributions The Employers shall make such contributions to the Trust Fund as are required by the provisions of the Plan, subject to the right of the Management Committee, acting on behalf of the Corporation, to amend, modify, or terminate the Plan. Such contributions are made contingent on the deductibility of such contributions under Code section 404.

9.3 Nonreversion
(a) No Employer shall have any right, title, or interest in the contributions made to the Trust Fund, and no part of the Trust Fund shall revert to any Employer. However, if a contribution is made to the Trust Fund by an Employer by a mistake of fact, then such contribution shall be returned to such Employer within one year after the payment of the contribution.
(b) All contributions to the Trust Fund are contingent on the deductibility of such contributions. If any part or all of a contribution is disallowed as a deduction under Code section 404, then to the extent such contribution is disallowed as a deduction it shall be returned to such Employer within one year after the disallowance.

9.4 Rights in the Trust Fund Except as otherwise required by law or as may be provided in section 10.39, persons eligible for benefits under the Plan are entitled to look only to the Trust Fund for the payment of such benefits and have no claim against any Employer, the Administrative Committee, the Management Committee, the Investment Committee, or any other person. No person has any right or interest in the Trust Fund except as expressly provided in the Plan.

Article X. Administration and Investment Management

10.1 thru 10.12 [Sections Reserved] 10.13 General The Board of Directors has established the Compensation and Directors Committee of the Board of Directors ("Compensation Committee") and the Management Committee, and has enabled each such committee to have the power , authority and responsibility to act, to the extent delegated to each such committee, on behalf of the Corporation (and therefore all Employers), with respect to matters which relate to the Plan and Trust, but not on behalf of the Plan and Trust. The Management Committee also has the power, authority and responsibility to act, to the extent provided in the Plan and Trust, on behalf of the Plan and Trust, but not on behalf of the Corporation. Individuals may be appointed by the Compensation Committee or the Board of Directors to serve as members of the Management Committee, and may act on behalf of the Corporation or the Plan or Trust. The Compensation Committee and the Management Committee, respectively, shall act only on behalf of either (1) the Corporation or (2) the Plan or Trust, depending on the source of enabling power and authority.

10.14 Management Committee Acting as Employer The Management Committee has such authority and control to act on behalf of the Corporation as shall be granted to it from time to time by the Compensation Committee and elsewhere in the Plan and the Trust, and as set forth below:
(a) to amend or terminate the Plan, to the extent permitted by the Compensation Committee, in part or completely;
(b) to designate which employee groups are eligible to participate in the Plan;
(c) to select, monitor and remove, as necessary, consultants, actuaries, underwriters, insurance companies, third party administrators, or other service providers, and to appoint and remove any such person as an Applicable Named Fiduciary, and determine and delegate to them their duties and responsibilities, either directly or by the adoption of Plan provisions which specify such duties and responsibilities;
(d) to appoint and consult with legal counsel, independent consulting or evaluation firms, accountants, actuaries, or other advisors, as necessary, to perform its functions;
(e) to determine what expenses, if any, related to the operation and administration of the Plan and the investment of Plan assets, may be paid from Plan assets, subject to applicable law;
(f) to recommend to the Compensation Committee all Plan changes, if any, requiring the Compensation Committee's approval;
(g) to report to the Compensation Committee any Plan matters of significance to the Corporation or an Employer;
(h) to review with the Office of the Chairman any proposals which would be submitted to the Compensation Committee;
(i) to establish such policies and make such other delegations or designations necessary or incidental to the Corporation's sponsorship of the Plan;
(j) to adopt, amend or terminate, in part or completely, a Trust document, provided such action is consistent with the Plan for which the Trust is established and the terms of such Trust document;
(k) to monitor Plan investments in employer securities for compliance with applicable laws;
(l) to determine the funding of Plan benefits and related matters;
(m) to report to the Compensation Committee any Plan funding or investment policies of significance to the Corporation or an Employer; and
(n) to take any other actions necessary or incidental to the performance of the above stated powers and duties.

10.15 [Section Reserved]

10.16 Management Committee as an Applicable Named Fiduciary
(a) The Management Committee, acting on behalf of the Plan or Trust and subject to subparagraph (b) hereof, shall be an Applicable Named Fiduciary with respect to the authority to manage and control the administration and operation of the Plan, including without limitation, the management and control with respect to the operation and administration of the Plan contained in the Administrative Services Agreement with Hewitt Associates, LLC, or any successor thereof, which has been specifically designated in such agreement as being the responsibility of the Management Committee, an Employer, the Corporation, the Administrative Committee, or any employee, member or delegate of any of them.
(b) The Management Committee shall not be an Applicable Named Fiduciary whenever it acts on behalf of the Corporation and, notwithstanding any other term or provision of the Plan or Trust, the Management Committee shall cease to be an Applicable Named Fiduciary with respect to some specified portion of the operation and administration of the Plan, to the extent that an Applicable Named Fiduciary is designated pursuant to the procedure in the Plan to severally have authority to manage and control such portion of the operation and administration of the Plan.
(c) The Management Committee, acting on behalf of the Plan or Trust and subject to subparagraph (b) hereof, shall be an Applicable Named Fiduciary with respect to its authority to manage and control the Plan's assets, but only to the extent not inconsistent with the Trust Agreement, including without limitation, the following:
(1) to appoint and remove the Trustee;
(2) to selectively direct the Trustee as to the investment and reinvestment of the assets of the Trust Fund;
(3) to appoint an Investment Manager, by written notice in writing to the Trustee, to manage, acquire or dispose of that portion of the Trust Fund which is assigned to it by the Management Committee;
(4) to direct the Trustee, by notice in writing to the Trustee, to enter into an agreement with an Investment Manager;
(5) to require that the Trustee is subject to the direction of the Management Committee with respect to a portion of the Trust Fund;
(6) to appoint any other person or entity which handles Plan assets, including insurance companies and custodians; and
(7) to establish written investment policies as to the Plan and ensure compliance with such policies and applicable law, including monitoring the diversification of investments and avoidance of prohibited transactions, as well as monitoring investment performance.
(c) The Management Committee shall not be an Applicable Named Fiduciary whenever it acts on behalf of the Corporation and, notwithstanding any other term or provision of the Plan or Trust, the Investment Committee shall cease to be an Applicable Named Fiduciary with respect to some portion of the management and control of the Plan's assets, to the extent that an Applicable Named Fiduciary is designated pursuant to the procedure in the Plan to severally have authority to manage and control such portion of the management and control of the Plan's assets.

10.17 [Section Reserved]

10.18 Management Committee Membership and Structure
(a) The Management Committee shall consist of not less than three persons, each of whom shall be appointed by the Board of Directors or the Compensation Committee. Management Committee members shall remain in office at the will of the Board of Directors or the Compensation Committee, and the Board of Directors or the Compensation Committee may from time to time remove any person from the Management Committee with or without cause and shall appoint any successors.
(b) Any individual may be a member of the Management Committee. Any member of the Management Committee may resign by delivering his or her written resignation to the Compensation Committee, and such resignation shall become effective upon the date specified therein. A member who is an Employee shall automatically cease to be a member upon his or her termination of employment. In the event of a vacancy in membership, the remaining members shall constitute the Management Committee in question with full power to act until the vacancy is filled.

10.19 [Section Reserved]

10.20 Management Committee Actions The Management Committee may act, whether as an Applicable Named Fiduciary on behalf of the Plan or on behalf of the Corporation, as follows:
(a) The members of the Management Committee and the may act at a meeting (including a meeting at different locations by telephone conference) or in writing without a meeting (through the use of a single document or concurrent document).
(b) Any Management Committee member by writing may delegate any or all of his or her rights, powers, duties and discretions to any other member with the consent of such other member.
(c) The Management Committee shall act at a meeting by majority decision, which action shall be effective as if such action had been taken by all members of the Management Committee; provided that by majority action one or more Management Committee members or other persons may be authorized to act with respect to particular matters on behalf of all Management Committee members. Any action that is taken in writing without a meeting must be by unanimous consent.
(d) Subject to applicable law, no member of the Management Committee shall be liable for an act or omission of the other Management Committee members in which the former had not concurred.
(e) Any action by the Management Committee on behalf of this Plan involving its authority to manage and control the operation and administration of the Plan or on behalf of the Plan and Trust involving its authority to manage and control the Plan's assets shall be treated as an action of an Applicable Named Fiduciary under this Plan.
(f) Where reference is made in this Plan or Trust that the Management Committee's action is on behalf of the Corporation or where the Management Committee designates in writing that its action is on behalf of the Corporation, the Management Committee shall be acting only on behalf of the Corporation and not as an Applicable Named Fiduciary.
(g) Except as provided in section 10.35, the Management Committee may, in writing delivered to the Trustee, empower a representative to act on its behalf and such person shall have the authority to act within the scope of such empowerment to the full extent the Management Committee could have acted.

10.21 Procedures for Designation of an Applicable Named Fiduciary The Management Committee, acting on behalf of the Corporation, may from time to time, designate a person to be an Applicable Named Fiduciary with respect to some portion of the authority it may have with respect to management and control of the operation and administration of the Plan or the management and control of the Plan's assets, respectively. Such designation shall specify the person designated by name and either--
(a) specify the management and control authority with respect to which the person will be an Applicable Named Fiduciary; or
(b) incorporate by reference a contract or agreement with such person to provide services to or on behalf of the Plan or Trust and use such contract or agreement as a means for specifying the management and control authority with respect to which such person will be an Applicable Named Fiduciary. No person who is designated as an Applicable Named Fiduciary hereunder must consent to such designation nor shall it be necessary for the Management Committee to seek such person's acquiescence. The authority to manage and control, which any person who is designated to be an Applicable Named Fiduciary hereunder may have, shall be several and not joint with the Management Committee and shall result in the Management Committee no longer being an Applicable Named Fiduciary with respect to, nor having any longer, such authority to manage and control. On and after the designation of a person as an Applicable Named Fiduciary, the Corporation, an Employer, the Management Committee and any other Applicable Named Fiduciary with respect to the Plan or Trust shall have no liability for the acts (or failure to act) of any such Applicable Named Fiduciary except to the extent of its co-fiduciary duty under ERISA.

10.22 Compensation The members of the Management Committee, acting on behalf of the Plan or Trust, shall serve without compensation for their services as such.

10.23 Discretionary Authority of each Named Fiduciary Each Applicable Named Fiduciary on behalf of the Plan and Trust will enforce the Plan and Trust in accordance with their terms. Each Applicable Named Fiduciary shall have full and complete authority, responsibility and control (unless an allocation has been made to another Applicable Named Fiduciary in which case such Applicable Named Fiduciary shall have such authority, responsibility and control) over that portion of the management, administration, and operation of the Plan or Trust allocated to such Applicable Named Fiduciary, including, but not limited to, the authority and discretion to--
(a) Formulate, adopt, issue and apply procedures and rules and change, alter or amend such procedures and rules in accordance with law and as may be consistent with the terms of the Plan or Trust;
(b) Exercise such discretion as may be required to construe and apply the provisions of the Plan or Trust, subject only to the terms and conditions of the Plan or Trust; and
(c) Take all necessary and proper acts as are required for such Applicable Named Fiduciary to fulfill its duties and obligations under the Plan or Trust.

10.24 Responsibility and Powers of the Management Committee Regarding Administration of the Plan The Management Committee shall have full and complete authority, responsibility and control (unless an allocation has been made to another Applicable Named Fiduciary in which case such Applicable Named Fiduciary shall have such authority, responsibility and control only if specifically provided) over that portion of the management, administration, and operation of the Plan or Trust allocated to the Management Committee, and the power to act on behalf of the Plan or Trust, including, but not limited to, the authority and discretion--
(a) to appoint and compensate such specialists
(including attorneys, actuaries and accountants) to aid it in the administration of the Plan, and arrange for such other services, as the Management Committee considers necessary or appropriate in carrying out the provisions of the Plan;
(b) to appoint and compensate an independent outside accountant to conduct such audits of the financial statements of the Trust as the Management Committee considers necessary or appropriate;
(c) to settle or compromise any litigation against the Plan or a fiduciary with respect to which the Plan has an indemnity obligation;
(d) to appoint an Administrative Committee to act as the final appeals fiduciary under ERISA section 503, to make a final determination, based upon the information known to the Management Committee within the scope of its authority and control as an Applicable Named Fiduciary, based upon determinations made and such other information made available from an Employer plus such final determinations made by each other Applicable Named Fiduciary within the scope of its authority and control, as are determined to be relevant to the Management Committee, as to--
(1) any matter or issue presented to it through the Plan's claims procedure or
(2) which Applicable Named Fiduciary has an obligation to make the Plan with respect to a Participant, or a Participant, whole for losses which should not have occurred or profits which should have been earned had such Applicable Named Fiduciary either not breached its fiduciary duty to the Plan or not made an error which resulted in such loss, the amount of damages each such Applicable Named Fiduciary shall have, and the method of compensating the Plan or such Participant. Any final determination shall not be subject to de novo review if challenged in court and shall not be overturned unless proven to be arbitrary and capricious upon the evidence considered by the Management Committee at the time of its decision;
(e) to assure that the Plan does not violate any provisions of ERISA limiting the acquisition or holding of any securities of the Corporation held in the Employer Stock Fund;
(f) to appoint the Administrative Committee to act within the duties and responsibilities set forth in section 10.29;
(g) to act as the fiduciary responsible for monitoring the confidentiality and independent fiduciary requirements associated with stock of the Corporation in order for the Plan to qualify as a "section 404(c)" under Department of Labor regulations;
(h) to create a legal remedy to the Plan with respect to a Participant or Beneficiary, or to a Participant or Beneficiary, for any loss incurred (whether restitution or opportunity losses) by the Plan on behalf of such Participant or Beneficiary, or by such Participant or Beneficiary, due to a breach of fiduciary duty to the Plan by an Applicable Named Fiduciary or other error (whether negligent or willful) which the Management Committee determines is a substantial contributing factor to such loss (or a portion of such loss); provided however, no such remedy shall exist if the loss is not compensable under the provisions of error resolution guidelines established or agreed to by the Management Committee; and
(i) to take all necessary and proper acts as are required for the Management Committee to fulfill its duties and obligations under the Plan or Trust.

10.25 Allocations and Delegations of Responsibility
(a) Delegations. Each Applicable Named Fiduciary may designate persons (other than an Applicable Named Fiduciary) to carry out fiduciary responsibilities (other than trustee responsibilities as described in section 405(c)(3) of ERISA) it may have with respect to the Plan or Trust and make a change of delegated responsibilities. Such delegation shall specify the delegated person by name and either
(1) specify the discretionary authority with respect to which the person will be a fiduciary; or (2) incorporate by reference a contract or agreement with such person to provide services to the Plan or Trust on behalf of the delegating Applicable Named Fiduciary as a means of specifying the discretionary authority with respect to which such person will be a fiduciary. No person (other than an investment manager (as defined in section 3(38) of ERISA) to whom fiduciary responsibility has been delegated must consent to being a fiduciary nor shall it be necessary for the Applicable Named Fiduciary to seek such person's acquiescence; however, where such person has not contractually accepted the responsibility delegated, he or she must be given notification of the services to be performed and, in either case, will be deemed to have accepted such fiduciary responsibility if he or she performs the services without specific objection thereto. The discretionary authority any person who is delegated fiduciary responsibilities hereunder may have shall be several and not joint with the Applicable Named Fiduciary delegating and each other Applicable Named Fiduciaries. A delegation of fiduciary responsibility to a person which is not implemented in the manner set forth herein shall not be void; however, whether the delegating Applicable Named Fiduciary shall have joint liability for acts of such person shall be determined by applicable law.
(b) Allocations. The Management Committee, acting on behalf of the Corporation, may allocate fiduciary responsibilities (other than trustee responsibilities described in section 405(c)(3) of ERISA) among Applicable Named Fiduciaries when it designates an Applicable Named Fiduciary in the manner described in section 10.21, or may reallocate fiduciary responsibilities among existing Applicable Named Fiduciaries by action of such Management Committee in accordance with sections 10.20 and 10.21; provided each such Applicable Named Fiduciary is given notice of the services, management and control authority allocated to it either by way of an amendment to the Plan, Trust or a contract with such person, or by way of correspondence from the Management Committee. Each Applicable Named Fiduciary, by signing its contract or by accepting such amendment or correspondence and rendering the services requested, shall be conclusively bound to have assumed such fiduciary responsibility as an Applicable Named Fiduciary. An allocation of fiduciary responsibility to a person which is not implemented in the manner set forth herein shall not be void, however, such person may not be an Applicable Named Fiduciary with respect to the Plan and Trust.
(c) Services of Others. The members of the Management Committee and the Plan Administrator may each utilize the services of agents and of clerical, legal, accounting, and investment counsel, and other means or assistance (including the services of persons employed by or rendering services to the Employer), as it shall from time to time deem necessary or desirable. Payment for such services or assistance will be made from Trust Fund assets, subject to section 14.10.
(d) Limit on Liability.
(1) Fiduciary duties and responsibilities which have been allocated or delegated pursuant to the terms of the Plan or the Trust are intended to limit the liability of the Corporation, Management Committee and each Applicable Named Fiduciary, as appropriate, in accordance with the provisions of section
405(c) of ERISA.
(2) The members of the Management Committee, each Applicable Named Fiduciary, the Administrative Committee (including their duly appointed delegates), each Employer, the officers of each Employer, and the Board of Directors shall be entitled to rely upon all information, data, statistics, and analyses furnished by any consultant, recordkeeper, or legal counsel, and upon all certificates and reports made by any accountant or investment counsel, and shall be fully protected with respect to any action taken or suffered by them in good faith in reliance thereon. Each member of the Management Committee, the Administrative Committee, any Applicable Named Fiduciary, and any person to whom fiduciary responsibility has been delegated shall discharge their duties with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; and no such person having conformed to these standards shall be personally liable by virtue of any contract, agreement, or any other instrument made or executed by him or in his behalf as a member of the Management Committee, their delegates, or the Plan Administrator, nor for any mistake of judgment made by him, nor for any loss resulting therefrom, except to the extent required by ERISA, unless otherwise provided under section 10.12(h).

10.26 Management Committee Bonding The members of the Management Committee, acting on behalf of the Plan and Trust, shall serve without bond (except as otherwise required by federal law).

10.27 Fiduciary Capacity Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan.

10.28 Employers Agent The Management Committee shall act as agent for the Corporation when acting on behalf of the Corporation and the Corporation shall act as agent for each Employer.

10.29 Administrative Committee Duties and Power The Administrative Committee will have full and complete authority, responsibility and control over the management, administration and operation of the Plan with respect to the following:
(a) satisfy all reporting and disclosure requirements applicable to the Plan, Trust or Administrative Committee under ERISA, the Code or other applicable law;
(b) make appropriate determinations as to whether Employee Rollover Contributions constitute such;
(c) provide and deliver all written forms used by Participants and Beneficiaries, give notices required by law, and seek a favorable determination letter for the Plan and Trust;
(d) withhold any amounts required by the Code to be withheld at the source and to transmit funds withheld and any and all necessary reports with respect to such withholding to the Internal Revenue Service;
(e) where applicable, to provide each Participant or his Spouse with qualified joint and survivor annuity and qualified preretirement survivor annuity information;
(f) certify to the Trustee the amount and kind of benefits payable to or withdrawn from Participants and Beneficiaries and the date of payment, including withdrawals;
(g) respond to a qualified domestic relations order;
(h) make available for inspection and to provide upon request at such charge as may be permitted and determined by it, documents and instruments required to be disclosed by ERISA;
(i) make a determination of whether a Participant is suffering a deemed or demonstrated financial need and whether a withdrawal from this Plan is deemed or demonstrated necessary to satisfy such financial need, provided, however, in making such determination, the Administrative Committee may rely, if reasonable to do so, upon representations made by such Participant in connection with his request for a withdrawal;
(j) take such actions as are necessary to establish and maintain in full and timely compliance with any law or regulation having pertinence to this Plan;
(k) whatever responsibilities are delegated to the Administrative Committee by the Management Committee; and
(l) interpret and construe the provisions of the Plan, to make regulations and settle disputes described above which are not inconsistent with the terms thereof.

10.30 Named Fiduciary Decisions Final A decision of the Management Committee or an Applicable Named Fiduciary made pursuant to this Plan shall be final, binding, and conclusive upon the Employers and the Trustee and upon each Employee, Participant, spouse, Beneficiary, and every other person or party interested or concerned.

10.31 No Agency Each Applicable Named Fiduciary shall perform its responsibilities and duties or discretionary authority with respect to the Plan and Trust as an independent contractor and not as an agent of the Corporation, any Employer or the Management Committee. No agency is intended to be created nor is the Management Committee empowered to create an agency relationship with an Applicable Named Fiduciary.

10.32 Plan Expenses All expenses of the Plan which have been approved by the Management Committee, acting on behalf of the Plan and Trust, shall be paid by the Trust except to the extent paid by the Employers; and if paid by the Employers, such Employers may, if authorized by the Management Committee acting on behalf of the Corporation, seek reimbursement of such expenses from the Trust and the Trust shall reimburse the Employers. If borne by the Employers, expenses of administering the Plan shall be borne by the Employers in such proportions as the Management Committee, acting on behalf of the Corporation, shall determine.

10.33 Information to be Supplied by Employer Each Employer shall supply to the Management Committee, acting on behalf of the Plan and Trust, or an Applicable Named Fiduciary, within a reasonable time of its request, the names of each Employee, his age, his date of hire, and the amount of his Compensation and the name of each Employee who incurred a Termination of Employment during the Plan Year and the date of such Termination, the Hours of Service earned by each Employee during the Plan Year, and such other information in the Employer's possession as the Management Committee or the Applicable Named Fiduciary shall from time to time need in the discharge of its duties. The Management Committee and each Applicable Named Fiduciary may rely conclusively on the information certified to it by an Employer.

10.34 Misrepresentations The Management Committee, acting on behalf of the Plan and Trust, may, but shall not be required to, rely upon any certificate, statement or other representation made to it by an Employee, Participant, other Applicable Named Fiduciary, or other individual with respect to any fact regarding any of the provisions of the Plan. Any such certificate, statement or other representation shall be conclusively binding upon such Employee, Participant, other Applicable Named Fiduciary, or other individual or personal representative thereof, heir, or assignee (but not upon the Management Committee), and any such person shall thereafter be estopped from disputing the truth of any such certificate, statement or other representation.

10.35 Records The regularly kept records of the Applicable Named Fiduciary (or, where applicable, the Trustee) and any Employer shall be conclusive evidence of a Participant's Compensation, his age, his status as an Eligible Employee, and all other matters contained therein applicable to this Plan; provided that a Participant may request a correction in the record of his age at any time prior to retirement, and such correction shall be made if within 90 days after such request he furnishes in support thereof a birth certificate, baptismal certificate, or other documentary proof of age satisfactory to the Management Committee.

10.36 Appeals from Denial of Claims If any part of an application for benefits under the Plan is denied, the following claim procedure applies:
(a) The person or persons to whom the Administrative Committee has delegated such responsibility shall act upon each application for benefits within 90 days after receipt of the application. If special circumstances require an extension of time, such delegate shall notify the applicant of the delay and shall act within 180 days after receipt of the application. The delegate shall also explain the reason for the delay and indicate the date on which a decision may be expected. If the delegate does not act on an application for benefits within 90 days (or 180 days, if applicable), the appli cation will be deemed to have been denied.
(b) If a claim is denied in whole or in part, the applicant shall be notified in writing of the following information:
(1) the specific reasons for such denial;
(2) specific reference to pertinent Plan provisions on which the denial is based;
(3) 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
(4) an explanation of the Plan's claim review procedure.
(c) The applicant may appeal by delivering a written notice to the Administrative Committee within 90 days after receiving the Administrative Committee's notice of denial or, if no notice of denial was received, within 150 days (or 240 days, if applicable) after the claim was filed. The applicant's notice of appeal should:
(1) request a review of his application for benefits by the Administrative Committee;
(2) set forth all of the grounds upon which his request for review is based and any facts in support; and
(3) set forth any issues or comments which the applicant deems pertinent to his application. If the applicant appeals, he may review pertinent documents at any reasonable time and place specified by the Administrative Committee and may submit any additional written materials pertinent to the appeal not set forth in the notice of appeal.
(d) Any appeal will be reviewed by the Administrative Committee. The applicant, who may be represented by any person, will be entitled to appear before the Administrative Committee to present his claim. The Administrative Committee will decide the appeal not later than 60 days after receiving the notice of appeal. If special circumstances require an extension of time, a decision will be made as soon as possible, but not later than 120 days after receipt of the notice of appeal. The Administrative Committee shall also explain the reason for the delay and indicate the date on which a decision may be expected. The Administrative Committee's decision will be in writing and will state clearly the reasons for the decision, including specific reference to the provisions of the Plan supporting the decision. The Administrative Committee's decision on any and all appeals shall be final and conclusive upon all applicants.

10.37 Notice of Address and Missing Persons
(a) Each Member or Beneficiary must provide to the Plan, in the manner specified by the Administrative Committee, his post office address and each change of post office address. Any communication, statement, or notice addressed to such a person at his latest reported post office address will be binding upon him for all purposes of the Plan and neither the Management Committee, the Administrative Committee, nor the Employers, Trustee, or insurance company shall be obliged to search for or ascertain his whereabouts.
(b) In the event that such person cannot be located, the Administrative Committee may direct that such benefit and all further benefits with respect to such person shall be discontinued, and the balance in such Member's Account shall be deemed a Forfeiture; provided, however, that in the event of the subsequent reappearance of the Member or Beneficiary prior to termination of the Plan, the benefits which were due and payable and which such person missed shall be paid in a single sum and the future benefits due such person shall be reinstated in full.

10.38 Data and Information for Benefits All persons claiming benefits under the Plan must furnish to the Administrative Committee or its designated agent such documents, evidence, or information as the Administrative Committee or its designated agent consider necessary or desirable for the purpose of administering the Plan; and such person must furnish such information promptly and sign such documents as the Administrative Committee or its desig- nated agent may require before any benefits become payable under the Plan.

10.39 Effect of a Mistake In the event of a mistake or misstatement as to the eligibility, participation, or service of any Member or the amount of payments made, or to be made, to a Member or Beneficiary, the Administrative Committee shall, if possible, cause to be withheld or accelerated, or otherwise make adjustment to the Participant's Account of, such amounts of payments as will in its sole judgment result in the Member or Beneficiary receiving the proper benefits under this Plan. In the event of an administrative error adversely affecting a Member, the Administrative Committee may cause a special contribution and/or allocation to be made to the Member to correct such error and may take such other action as the Administrative Committee, in its discretion, considers appropriate.

10.40 Self Interest A member of the Management Committee or Administrative Committee who is a Member in the Plan shall not vote on any question relating specifically to himself.

10.41 Securities Law Requirements
(a) The Plan is intended to comply with requirements that permit an exemption from liability under section 16(b) of the Securities Exchange Act for any transaction that is reportable under section
16(a) of the Securities Exchange Act. In order to ensure compliance with these requirements, and notwithstanding any provision of the Plan to the contrary, the Administrative Committee is hereby authorized to approve and enforce administrative restrictions regarding Section 16 Insiders to ensure compliance with requirements under section
16(b) of the Securities Exchange Act (and any regulations or rules thereunder). Such administrative restrictions may include, but will not be limited to, limiting elections by section 16 Insiders with respect to the investment of Employee and Employer Contributions to the Plan and the investment of Participant Account balances under the Plan.
(b) The Administrative Committee is also authorized to approve and enforce administrative restrictions regarding any Member or Beneficiary with respect to transactions involving stock of the Corporation. Such restrictions shall be established to limit transactions that may result in violation of the insider trading rules under section 10(b) of the Securities Exchange Act.
(c) Administrative restrictions issued under this section 10.41 may not have the effect of discriminating in favor of Highly Compensated Employees in a way that adversely affects the qualified status of the Plan under the Code.

Article XI. Amendment and Termination

11.1 General Amendment The Corporation, through a writing adopted by the Management Committee, may amend the Plan at any time to any extent, subject to its collective bargaining obligations (if any) under substantive labor law. Each Employer, the Management Committee, the Administrative Committee, all Members and Beneficiaries, and all other persons shall be bound by these amendments. However, no amendment may increase the duties or liabilities of the Trustee without its written consent.

11.2 Limitations on Amendments The provisions of this Article are subject to and limited by the following restrictions:
(a) No amendment shall operate either directly or indirectly to give any Employer any interest whatsoever in any funds or property held by the Trustee under the terms hereof, or to permit the corpus or income of the Trust Fund to be used for or diverted to purposes other than the exclusive benefit of Members or their Beneficiaries.
(b) No such amendment shall operate either directly or indirectly to deprive any Member of his vested and nonforfeitable interest as of the time of such amendment.
(c) No amendment shall modify the vesting schedule set forth in section 5.2(a), unless the conditions of Code section 411(a)(10) are met.
(d) No amendment shall be made which would deprive any Member retroactively of his accrued benefit (as defined by Code section 411(a)(7)) under the Plan or benefits protected by Code section 411(d)(6) except to the extent permitted by law.

11.3 Termination of the Plan
(a) The Plan may be terminated or partially terminated at any time by the Corporation through a writing adopted by the Management Committee.
(b) No Employer shall be under any obligation or liability whatsoever to maintain the Plan for any minimum or other period of time.
(c) Upon any termination of the Plan in its entirety, or with respect to any Employer, the Corporation through a writing adopted by the Management Committee shall give written notice thereof to the Administrative Committee, the Trustee, and any Employer involved.
(d) Except as provided by law, upon any termination of the Plan, no Employer with respect to whom the Plan is terminated (including the Corporation) shall thereafter be under any obligation, liability, or responsibility whatsoever to make any contribution or payment to the Trust Fund, the Plan, any Member, any Beneficiary, or any other person, trust, or fund whatsoever, for any purposes whatsoever under, or in connection with, the Plan.
(e) Distributions by reason of the termination of the Plan shall not be made, if the Corporation or an Affiliate establishes or maintains a successor defined contribution plan, to the extent such distributions are prohibited by the provisions of Code section 401(k) and the Treasury regulations thereunder.

11.4 Effect of Bankruptcy and Other Contingencies Affecting an Employer In the event an Employer terminates its connection with the Plan; or in the event the Employer is dissolved, liquidated, or shall, by appropriate legal proceedings, be adjudged a bankrupt; or in the event judicial proceedings of any kind result in the involuntary dissolution of the Employer; the Plan shall be terminated with respect to the Employer. The merger, consolidation, or reorganization of an Employer, or the sale by it of all or substantially all of its assets, shall not terminate the Plan if there is delivery to the Employer by the Employer's successor, or by the purchaser of all or substantially all of the Employer's assets, of a written instrument requesting that the successor or purchaser be substituted for the Employer and agreeing that the successor or purchaser shall perform all the provisions hereof that the Employer is required to perform. Upon the receipt of said instrument, with the approval of the Corporation, the successor or the purchaser shall be substituted for the Employer herein, and the Employer shall be relieved and released from any obligations of any kind, character, or description herein or in any trust agreement imposed upon it.

Article XII. Top-Heavy Provisions

12.1 Application of Top-Heavy Provisions
(a) Single Plan Determination. Except as provided in subsection (b)(2), if as of a Determination Date, the sum of the amount of the Section 416 Accounts of Key Employees and the Beneficiaries of deceased Key Employees exceeds 60 percent of the amount of the Section 416 Accounts of all Employees and Beneficiaries (excluding former Key Employees), the Plan is top-heavy and the provisions of this Article shall become applicable.
(b) Aggregation Group Determination.
(1) If as of a Determination Date this Plan is part of an Aggregation Group which is top- heavy, the provisions of this Article shall become applicable. Top-heaviness for the purpose of this subsection shall be determined with respect to the Aggregation Group in the same manner as described in subsection (a) above.
(2) If this Plan is top-heavy under subsection
(a), but the Aggregation Group is not top- heavy, the Plan shall not be top-heavy and this Article shall not be applicable.
(c) Administrative Committee. The Administrative Committee shall have responsibility to make all calculations to determine whether this Plan is top-heavy.

12.2 Definitions
(a) "Aggregation Group" means this Plan and all other plans maintained by the Employers and Affiliates which cover a Key Employee and any other plan which enables a plan covering a Key Employee to meet the requirements of Code sections 401(a)(4) or 410. In addition, at the election of the Administrative Committee, the Aggregation Group may be expanded to include any other qualified plan maintained by an Employer or an Affiliate if such expanded Aggregation Group meets the require ments of Code sections 401(a)(4) and 410.
(b) "Determination Date" means the last day of the Plan Year immediately preceding the Plan Year for which top-heaviness is to be determined or, in the case of the first Plan Year of a new plan, the last day of such Plan Year.
(c) "Key Employee" means a Member who is a "key employee" as defined in Code section 416(i). Any Employee who is not a key employee shall be a "non-key employee" for purposes of applying this Article XII.
(d) "Section 416 Account" means the sum of:
(1) the amount credited as of a Determination Date to a Member's or Beneficiary's account under the Plan and under any other qualified defined contribution plan which is part of an Aggregation Group (including amounts to be credited as of the Determination Date but which have not yet been contributed);
(2) the present value of the accrued benefit credited to a Member or Beneficiary under a qualified defined benefit plan which is part of an Aggregation Group; and
(3) the amount of distributions to the Member or Beneficiary during the five-year period ending on the Determination Date other than a distribution which is a tax-free Employee Rollover Contribution (or similar transfer) that is not initiated by the Member or that is contributed to a plan which is maintained by an Employer or an Affiliate; reduced by:
(4) the amount of Employee Rollover Contributions (or similar transfers) and earnings thereon credited as of a Determination Date under the Plan or a plan forming part of an Aggregation Group which is attributable to an Employee Rollover Contribution (or similar transfer) initiated by the Member and derived from a plan not maintained by an Employer or an Affiliate.

The account or accrued benefit of a Member who was a Key Employee and who subsequently meets none of the conditions of subsection (c) for the Plan Year containing the Determination Date is not a Section 416 Account and shall be excluded from all computations under this Article. Furthermore, if a Member has not performed any services for an Employer or an Affiliate during the five-year period ending on the Determination Date, any account of such Member (and any accrued benefit for such Member) shall not be taken into account in computing top-heaviness under this Article.
(e) "Wages" means the Member's remuneration, as described in Treasury regulation section 1.415-
2(d)(2), received for personal services rendered in the course of employment with Employers and Affiliates, excluding those items described in Treasury regulation section 1.415-2(d)(3) and without regard to Code section 125 or 402(e)(3).

12.3 Minimum Contribution
(a) General. If this Plan is determined to be top- heavy under the provisions of section 12.1 with respect to a Plan Year, the sum of Employer Contributions (excluding contributions under a salary reduction agreement) and forfeitures under all qualified defined contribution plans allocated to the accounts of each Member in the Aggregation Group who is not a Key Employee and is an Employee on the last day of the Plan Year shall not be less than 3 percent of such Member's Wages. This section 12.3 shall not be applicable with respect to a Member who is also covered under a defined benefit plan maintained by the Corporation or an Affiliate which provides the benefit specified by Code section 416(c)(1).
(b) Exception. The contribution rate specified in subsection (a) shall not exceed the percentage at which Employer contributions and forfeitures are allocated under the plans of the Aggregation Group to the account of the Key Employee for whom such percentage is the highest for the Plan Year. For the purpose of this subsection (b), the percentage for each Key Employee shall be determined by dividing the Employer contributions and forfeitures for the Key Employee by the amount of his total Wages for the year.
(c) Multiple Plans. If this Plan is determined to be top-heavy under the provisions of section 12.1 with respect to a Plan Year, any Member who is a non-Key Employee covered under this Plan and under a defined benefit plan maintained by the Employers and Affiliates shall receive a minimum contribution determined by substituting 5 percent for 3 percent in applying the provisions of subsection (a). However, no minimum contribution under this section shall be allocable to any non- Key Employee who participates in a defined benefit plan maintained by an Employer or an Affiliate and who receives the minimum benefit described in Code section 416(c)(1) under such defined benefit plan.

12.4 Limit on Annual Additions: Combined Plan Limit
(a) General. If this Plan is determined to be top- heavy under section 12.1, section 4.7(b) of this Plan shall be applied by substituting "1.0" for "1.25" in applying the provisions of Code section
415(e)(2) and (e)(3).
(b) Exception. Subsection (a) shall not be applicable if--
(1) section 12.3(a) is applied by substituting "4 percent" for "3 percent" and
(2) this Plan would not be top-heavy if "90 percent" is substituted for "60 percent" in section 12.1.
(c) Transitional Rule. If, but for this subsection
(c), subsection (a) would begin to apply with respect to the Plan, the application of subsection
(a) shall be suspended with respect to a Member so long as there are:
(1) no Employer Contributions, forfeitures or voluntary nondeductible contributions allocated to such Member, and
(2) no accruals under a qualified defined benefit plan for such Member.

12.5 Collective Bargaining Agreements The requirements of section 12.3 shall not apply with respect to any Employee included in a unit of Employees covered by a collective bargaining agreement between Employee representatives and an Employer or an Affiliate if retirement benefits were the subject of good faith bargaining between such Employee representatives and such Employer or Affiliate.

Article XIII. Participation in and Withdrawal From the Plan by an Employer

13.1 Participation in the Plan Any Affiliate may, by action of the Management Committee, become a party to the Plan and Trust Agreement. An Affiliate may adopt the Plan, for the benefit of its Eligible Employees, by filing with the Management Committee such instruments as the Management Committee may require.

The adoption with respect to an Affiliate may contain such specific changes and variations in Plan or Trust Agreement terms and provisions applicable to such adopting Employer and its Employees as may be acceptable to the Management Committee and the Trustee or insurance company. The sole, exclusive right of any other amendment of whatever kind or extent to the Plan or Trust Agreement is reserved by the Corporation (through action of the Management Committee). The coverage date of the Plan for any such adopting organization shall be that stated in the decision of adoption and, from and after such effective date, such adopting organization shall assume all the rights, obligations, and liabilities of an individual employer entity hereunder and under the Trust Agreement. The administrative powers and control of the Corporation, as provided in the Plan and Trust Agreement, including the sole right to amendment, and of appointment and removal of the Administrative Committee, the Trustee, and their successors, shall not be diminished by reason of the participation of any such adopting organization in the Plan and Trust Agreement.

13.2 Withdrawal from the Plan Any Employer may withdraw from the Plan and Trust Agreement, provided the Management Committee approves such withdrawal. Distribution may be implemented through continuation of the Trust Fund, or transfer to another trust fund exempt from tax under Code section 501, or to a group annuity contract qualified under Code section 401, or distribution may be made as an immediate cash payment in accordance with the directions of the Management Committee; provided, however, that no such action shall divert any part of such fund to any purpose other than the exclusive benefit of the Employees of such Employer.

13.3 Foreign Subsidiaries
(a) Any corporation or other entity not incorporated under the laws of the United States, or any state thereof, of which 50 percent or more of the voting stock is (directly or indirectly) owned by the Corporation (a "Foreign Subsidiary") may elect, with the consent of the Management Committee, to become an Employer. If a Foreign Subsidiary becomes an Employer, Employees of the Foreign Subsidiary who are citizens of the United States participating in the United States Social Security program, and who are otherwise eligible to participate in the Plan, may participate in the Plan subject to the provisions of this section.
(b) Each Foreign Subsidiary that becomes an Employer shall establish rules regarding participation in the Plan by its Employees. Such rules may include additional criteria for participation in the Plan by its Employees, rules for the remittance of contributions to the Plan, and such other rules as the Foreign Subsidiary and Management Committee shall deem appropriate.

Article XIV. Miscellaneous

14.1 Beneficiary Designation
(a) An unmarried Member, Alternate Payee, or surviving spouse Beneficiary of a deceased Member may designate a Beneficiary or Beneficiaries to receive his interest in the Plan in the event of his death and may change his designation of Beneficiaries from time to time during his life time. Such a change shall be on a form filed with the Administrative Committee and that is either approved by, or acceptable to, the Administrative Committee.
(b) The Beneficiary of each Member who is married shall be the surviving spouse of such Member, unless such spouse consents in writing to the designation of another Beneficiary or Beneficiaries. Each married Member may, from time to time, change his designation of Beneficiaries; provided, however, that the Member may not change his Beneficiary without the written consent of his spouse, unless such spouse's prior consent expressly permits designations by the Member without any requirement of further consent by the spouse.
(c) Beneficiary designations shall be on a form provided by, or otherwise acceptable to, the Administrative Committee and shall not be effective for any purpose until the form has been filed with the Administrative Committee by the Member, Alternate Payee, or surviving spouse Beneficiary of a deceased Member during his lifetime. In the event that a Member or surviving spouse Beneficiary of a deceased Member fails to designate a Beneficiary, or if for any reason such designation shall be legally ineffective, or if all designated Beneficiaries predecease him or die simultaneously with him, distribution shall be made to his spouse; or if none, to his children in equal shares; or if none, to his parents in equal shares; or if none, to his estate. In the event that an Alternate Payee fails to designate a Beneficiary, or if for any reason such designation shall be legally ineffective, or if all designated Beneficiaries predecease him or die simultaneously with him, distribution shall be made to the Alternate Payee's estate. If a Beneficiary dies after the death of the Member, Alternate Payee, or surviving spouse Beneficiary of a deceased Member, but prior to receiving the distribution that would have been made to such Beneficiary had such Beneficiary's death not occurred, then, for the purposes of the Plan, the distribution that would have been received by such Beneficiary shall be made to such Beneficiary's estate.
(d) The written consent described in subsection (b) shall acknowledge the effect of such election and shall be witnessed by a notary public or by a person authorized to do so by the Administrative Committee.
(e) Notwithstanding any other provision of this section 14.1, the Beneficiary under the annuity contract of a married Member who elects to have an annuity contract purchased on his behalf pursuant to subsection 6.4(b), shall be his spouse unless he designates a nonspouse Beneficiary in accordance with subsection 6.4(c). A Beneficiary under a joint and survivor annuity option may not be changed after the annuity starting date.

14.2 Legal Disability Whenever and as often as any person entitled to receive a distribution under the Plan shall be under a legal disability (such as incompetency or under legal age of majority) or, in the sole judgment of the Adminis- trative Committee, shall otherwise be unable to care for such distributions to his own best interest and advantage, the Administrative Committee, in the exercise of its discretion, may direct such distributions to be made in any one or more of the following ways:
(a) directly to such person;
(b) to his spouse;
(c) to his legal guardian or conservator; or
(d) to any other person, to be held and used for his benefit. The decision of the Administrative Committee shall, in each case, be final and binding upon all parties, and any distribution made pursuant to the power herein conferred on the Administrative Committee shall, to the extent so made, be a complete discharge of the obligations under the Plan of the Employers, the Trustee, and the Administrative Committee in respect of such person.

14.3 Nonalienation
(a) Except as provided in Code section 401(a)(13), neither benefits payable at any time under the Plan nor the corpus or income of the Trust Fund shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment, garnishment, or encumbrance of any kind. Any attempt to alienate, sell, transfer, assign, pledge, or otherwise encumber any such benefit, whether presently or thereafter payable, shall be void. No benefit nor the Trust Fund shall in any manner be liable for or subject to the debts or liabilities of any Member or of any other person entitled to any benefit.
(b) The Administrative Committee shall determine whether a domestic relations order is a "qualified domestic relations order" and shall administer distributions under such a qualified domestic relations order in accordance with the terms of the "Tupperware Corporation Qualified Domestic Relations Order Procedure" and consistent with applicable law.
(c) In no event shall a domestic relations order be treated as a qualified domestic relations order if it requires the Plan to make payments prior to the date that a Member attains earliest retirement age, as defined in Code section 414(p). Notwithstanding the foregoing, the Plan may make a distribution to an Alternate Payee prior to the date the Member attains earliest retirement age if the qualified domestic relations order provides that the Plan and the Alternate Payee may agree in writing to an earlier distribution, and the distribution is made pursuant to such a written agreement.

14.4 Applicable Law The Plan and all rights hereunder shall be governed by and construed in accordance with the laws of the State of Delaware to the extent such laws have not been preempted by applicable federal law.

14.5 Severability If any provision of the Plan proves to be, or is finally held by any court or tribunal, board or authority of competent jurisdiction to be illegal, unenforceable, or in conflict with the Code, ERISA, or any other law relating to employees' trusts, or with any substantive labor law regarding collective bargaining, that provision will be disregarded and will be void with respect to the jurisdiction under which such decision is rendered. Such invalidation will not impair the Plan or any of its other provisions.

14.6 No Guarantee Neither the Administrative Committee, the Management Committee, the Corporation, the Employers, nor the Trustee in any way guarantees the Trust Fund from loss or depreciation nor guarantees the payment of any money which may be or become due to any person from the Trust Fund. Nothing herein contained shall be deemed to give any Participant, Member, or Beneficiary an interest in any specific part of the Trust Fund or any other interest, except the right to receive benefits out of the Trust Fund in accordance with the provisions of the Plan and the Trust Agreement.

14.7 Merger, Consolidation, or Transfer The Management Committee may merge or consolidate the Plan with any other qualified plan under Code section
401(a) or transfer assets and/or liabilities of the Plan to or from any other qualified plan. In the case of any merger or consolidation of the Plan with, or in the case of any transfer of assets or liabilities of the Plan to or from, any other plan, each Member shall be entitled to receive a benefit immediately after the merger, consolidation, or transfer (if the Plan had then terminated) which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan had then terminated).

14.8 Plan Not a Contract of Employment Neither the creation of the Plan nor any amendment to it, nor the creation of the Trust Fund, nor the payment of benefit gives any legal or equitable right to any person against the Corporation, the Employers, their officers or employees, or against the Trustee except as provided in the Plan. All liabilities under the Plan shall be satisfied, if at all, only out of the Trust Fund. Participation in the Plan does not give a Member any right to continued employment.

14.9 Successors; Corporate Reorganization In the case of the merger, consolidation, sale of assets, liquidation, or other reorganization of the Employer under circumstances in which a successor person, firm, or company continues all or a substantial number of Employees of the Employer, the successor will be substituted for the Employer under the Plan if it files a written election with the Trustee and the Management Committee to carry on the provisions of the Plan.

14.10 Expenses All the expenses of administering the Plan, the expenses of managing and investing the assets of the Plan, the expenses of the Administrative Committee, and Management Committee and any other expenses incurred at the direction of the Management Committee will be paid by the Trust Fund to the extent permitted by law, unless paid by the Employers. The Management Committee may elect to require that the Employers pay any expenses of administering the Plan and relieve the Trust Fund of the obligation for such expenses. In such event, the Management Committee may allocate expenses among Employers.

14.11 Construction If the Plan contains contradictory provisions, or if there appears to be a conflict between its provisions, the interpretation that favors the Plan as qualified under Code section 401(a) and the Trust as a tax-exempt trust under Code section 501(a) and preserves the deduction of contributions for federal tax purposes will prevail over any other interpretation.

14.12 Headings The headings and subheadings in the Plan are inserted for convenience of reference only and are not to be considered in the construction of its provisions.

Article XV. Sale of Business Unit, Closing of Facility, or Reduction in Force

15.1 Application If a group of Members shall cease employment with their Employer and all Affiliates in connection with the sale of a business unit or the closing of a facility which employed such Members or in connection with an event resulting in a reduction in force, the provisions of this Article XV shall govern the treatment of the Members under the Plan and shall, to the extent necessary, supersede any conflicting provisions contained elsewhere in this Plan. The sale of a business unit, the closing of a facility, or a reduction in force covered by this Article and the resulting termination of employment of a group of Members with the Corporation and all Affiliates in connection with the sale of such business unit, the closing of such facility, or such reduction in force shall be referred to as a "Triggering Event." Following a Triggering Event, affected Members (as described in this section) shall be entitled to receive distributions under the Plan.

15.2 Sale of Business Unit If a Triggering Event occurs as the result of the sale of a business unit and if the Management Committee determines that the provisions of this Article XV shall apply to the affected business unit, the Members employed at such business unit and described in section 15.1 shall be subject to the following provisions:
(a) The Member's Vested Service will include employ ment with the Corporation and Affiliates before and after the Triggering Event and with the purchaser of the sold business unit after the Triggering Event. Subject to the requirements of the Code regarding partial terminations, the Member will not be entitled to a nonforfeitable interest in his Employer Contribution Account solely because of the occurrence of the Triggering Event but, instead, will become vested only upon the completion of the Service otherwise required by this Plan.
(b) Subject to any applicable nondiscrimination rules under the Code, the Management Committee may, in its discretion, elect to fully vest each Member affected by the sale.

15.3 Closing of Facility If a Triggering Event occurs as the result of the closing of a facility and if the Management Committee determines that the provisions of this Article XV shall apply to the affected facility, the Members employed at the facility and described in section 15.1 shall be subject to the following provisions:
(a) The Members' Service will be determined as of the date of the Triggering Event. Subject to the provisions of the Code regarding partial terminations, each affected Member will not be entitled to a nonforfeitable interest in his Employer Contribution Account solely because of the occurrence of the Triggering Event but, instead, will become vested only upon the completion of the Service otherwise required by this Plan.
(b) Subject to any applicable nondiscrimination rules under the Code, the Management Committee may, in its discretion, elect to fully vest each Member affected by the Triggering Event.

15.4 Reduction in Force If a Triggering Event occurs as the result of a reduction in force and if the Management Committee determines that the provisions of this Article XV shall apply to the reduction in force, the Members whose employment ceases as part of the reduction in force and described in section 15.1 shall be subject to the following provisions:
(a) The Members' Service will be determined as of the date of the Triggering Event. Subject to the provisions of the Code regarding partial terminations, each affected Member will not be entitled to a nonforfeitable interest in his Employer Contribution Account solely because of the occurrence of the Triggering Event but, instead, will become vested only upon the completion of the Service otherwise required by this Plan.
(b) Subject to any applicable nondiscrimination rules under the Code, the Management Committee may, in its discretion, elect to fully vest each Member affected by the Triggering Event.


Appendix A

For purposes of this Appendix A, the capitalized terms defined below shall apply. All other capitalized terms shall be defined in accordance with the Tupperware Corporation Retirement Savings Plan.

(1) "Cut-off Date" means April 27, 1996.

(2) "Distribution" means the distribution of all outstanding shares of the common stock of the Corporation by Premark International, Inc. to the holders of the common stock of Premark International, Inc.

(3) "Pre-Distribution Group" means Premark International, Inc. and its subsidiaries and former subsidiaries, and their respective affiliates and former affiliates (including without limitation the Corporation and its subsidiaries) in existence as of the date of Distribution.

(4) "Former Premark Business" the businesses contained in Schedule 1.3 of the Distribution Agreement By and Among Premark International, Inc. and the Corporation and Dart Industries, Inc., and all businesses, assets or operations managed or operated by Premark International, Inc. or any such businesses, which were sold or otherwise disposed of as of the date of Distribution and which are not Former Dart Businesses (as such term is defined in the Reorganization and Distribution Agreement, dated September 4, 1986, by and among Dart & Kraft, Inc., Premark International, Inc. and various other parties).

(5) "Premark Controlled Group" means the controlled group of corporations (as defined under section 414(b) of the Code) containing Premark International, Inc. on the Cut-off Date.

(6) "Premark Employee" means any individual who was employed by Premark International, Inc. or any of its subsidiaries immediately before the Cut-off Date and who was not employed by the Corporation or a subsidiary of the Corporation on or immediately after the Cut-off Date or otherwise in connection with the Distribution.

(7) "Premark Former Employee" means any individual who was, at any time before the Cut-off Date, employed by any member of the Pre-Distribution Group, who was not a Premark Employee, or was not employed by the Corporation or a subsidiary of the Corporation, on or immediately after the Cut-off Date or otherwise in connection with the Distribution, and whose most recent active employment with any such member was with a business conducted by Premark International, Inc. and its subsidiaries (other than the businesses conducted by the Corporation and its subsidiaries after the date of Distribution) or Former Premark Business.

Notwithstanding any provision in the Plan to the contrary, individuals who are (i) are Premark Employees or Premark Former Employees; (ii) were employed by a member of the Premark Controlled Group at any time during the time period from December 1, 1995 through the Cut-off Date; (iii) who ceased to be employed by any member of the Premark Controlled Group after the Cut-off Date; and (iv) become employed by the Corporation before June 1, 1997 shall receive credit for purposes of participation eligibility and vesting under the Plan for service rendered to any member of the Premark Controlled Group to the extent such service would have been credited under the Plan if such service had been rendered for the Corporation.  


EXHIBIT 4.2
ABOUT THE RETIREMENT SAVINGS PLAN

Saving today is an important step towards ensuring a secure future for you and your family members. That's what makes the Retirement Savings Plan a financial plus. In addition to the Base Retirement Plan and Social Security, the Retirement Savings Plan serves as a key source of retirement income. The Retirement Savings Plan provides you with the opportunity to contribute a part of your pay, on a before-tax basis, to your own account. In addition, the Company makes contributions to your account to help you build financial security for your future. The amount you or your beneficiary will receive from the Plan depends on the value of your vested account balance at the time you retire or leave the Company. The value of your account depends on a number of factors such as your investment elections, the Plan's investment experience, and the amount of your contributions and the Company's contributions.

The following information is a summary plan description of the Tupperware Corporation Retirement Savings Plan. It provides an overall view of the major features of the Plan. Any inconsistencies between this summary and the Plan document are governed by the Plan document.

If you have any questions about the Plan, please contact your Tupperware Corporation Benefits representative or a Benefits Information Line account representative at 1-800-717-7375.


TABLE OF CONTENTS

Participating in the Plan...................................... 1
     Eligibility............................................... 1
     Enrollment................................................ 1
     Beneficiary Designation................................... 2
     Benefits Information Line................................. 2
Contributing to Your Account................................... 3
     Associate Contributions................................... 3
     Company Match............................................. 3
     Basic Company Contributions............................... 4
     Rollovers................................................. 5
     Suspension of Contributions............................... 5
     Limitations on Contributions.............................. 6
Making Investment Choices...................................... 7
     Investment Decisions...................................... 7
     Investment Options........................................ 7
     Core Investments.......................................... 8
     Fixed Income.............................................. 8
     Large Company Stock....................................... 9
     International Stock....................................... 9
     Small Company Stock.......................................10
 Investment Mixes..............................................10
     How the Mixes Were Created................................10
     Mix A.....................................................10
     Mix B.....................................................11
     Mix C.....................................................11
     Mix D.....................................................12


TABLE OF CONTENTS

     Company Stock.............................................12
     Tupperware Stock Confidentiality Procedures...............13
Making Investment Elections....................................15
     Contribution Percent......................................15
     Investment of Contributions...............................15
Valuing Accounts...............................................16
Vesting........................................................17
Making Withdrawals From the Plan...............................18
     Hardship Withdrawals......................................18
     After-Tax Withdrawals.....................................20
Taking a Loan From the Plan....................................21
     Eligibility...............................................21
     Interest Rate.............................................21
     Amount You May Borrow.....................................22
     How Long You Have to Repay the Loan.......................22
     What You Need to do to Get a Loan.........................23
     Making Loan Payments......................................23
          Standard Loan Payments...............................24
          Nonstandard Loan Payments............................24
     Prepayments...............................................25
     Default...................................................25
     Other Information.........................................26
          Terminating Your Employment with the Company.........26
     Death.....................................................26
     Impact on Applying for a Hardship Withdrawal..............26


TABLE OF CONTENTS

Choosing Your Form of Distribution.............................28
     Single Sum Payment........................................28
     Annuity...................................................28
     Installments..............................................29
     Split Distribution........................................29
     Payment of Small Amounts..................................29
     Deferral..................................................29
     Required Distributions....................................30
Applying for Your Benefit......................................31
     Tax Information...........................................31
Special Circumstances..........................................32
     Assignment of Benefits....................................32
     Breaks in Service.........................................32
     Forfeitures...............................................33
     Re-employment.............................................33
     Top-Heavy Provisions......................................34
Administrative Information.....................................35
     Plan Document.............................................35
     Plan Changes or Termination...............................35
General Plan Information.......................................36
Appeals Procedure..............................................38
ERISA Rights...................................................39


PARTICIPATING IN THE PLAN

Eligibility

If you are regularly scheduled to work 1,000 hours or more in a calendar year for Tupperware Corporation or one of its subsidiaries ("the Company"), you are eligible to participate in the Plan on the first day of the month coincident with or following the date that is six months after the date you begin working at the Company.

If you are regularly scheduled to work less than 1,000 hours in a calendar year, you are eligible to participate in the Plan on the first day of the month following the 12-month period in which you are credited with 1,000 hours. This 12-month period is the 12-month period following your hire date or any calendar year thereafter.

Once you become a participant in the Plan, you will continue to be eligible to participate in the Plan until you cease to be a regular associate.

Enrollment

Shortly before you become eligible to participate in the Retirement Savings Plan, you will receive an Enrollment Kit in the mail. To enroll in the Plan, you will need to call the Benefits Information Line at 1-800-717-7375. The Benefits Information Line is the automated telephone service which is described in greater detail on page 1. Calling the Benefits Information Line and indicating the amount of your contributions to the Plan through payroll deductions is the first step towards saving for your future.

If you do not elect to contribute to the Plan when you first become eligible, you may elect to make contributions at any time thereafter. Payroll deductions will generally begin the first full payroll period of the month, as long as you call the Benefits Information Line before 4:00 p.m. Eastern Time on the 25th day of the prior month.

Remember that even if you elect not to contribute to the Plan, you will receive the Basic Company Contribution, which is explained on page 4.

Beneficiary Designation

When you enroll in the Plan, you will be asked to complete a Beneficiary Form to name one or more beneficiaries. A beneficiary is the person or persons who will receive your Plan account balance if you should die before receiving a distribution. If you are married and do not complete a Beneficiary Designation Form, your spouse will be entitled to receive your entire account balance.

You may name anyone as your beneficiary. However, if you are married and name someone other than or in addition to your spouse as a beneficiary initially or at a later date, your spouse must consent to your designation in writing and in the presence of a Plan representative or a Notary Public.

You may change your beneficiary designation at any time by completing another Beneficiary Form.

Benefits Information Line

The Tupperware Benefits Information Line is the automated telephone service that gives you instant information on your account when you call 1-800-717-7375. When you want to check your account balance, request loan information, change your contribution rate or beneficiary, transfer investments, or request any other type of transaction, you must call the Benefits Information Line. The Benefits Information Line is available between 6:00 a.m. and 2:00
a.m. Eastern Time, Monday through Saturday. You can speak with an account representative if you call between 9:00
a.m. and 6:30 p.m. Eastern Time, Monday through Friday. More detailed information on how to use the Benefits Information Line is included in the Benefits Information Line Caller's Kit.

CONTRIBUTING TO YOUR ACCOUNT

Associate Contributions

Your contributions to the Retirement Savings Plan are an important source of retirement income. Associate Contributions are strictly voluntary. However, you are encouraged to contribute to the Plan in order to enhance your retirement savings.

You may contribute between 1% and 16% of your pay to the Plan on a before- tax basis. This means your contributions are deducted from your paycheck before federal income tax is calculated.

Some states require that taxes be paid on Associate Contributions. For more information about state taxation, contact your state's local tax offices.

Remember that while your Associate Contributions allow you to reduce your taxable income, they do not affect your salary for Social Security, pension, disability, or accident benefits.

For example, assume that your current annual pay is $24,000 and that you contribute 6% of your pay to the Plan. Your taxable pay is $22,560.

Annual Pay                              $24,000
Associate Contributions (at 6%)          -1.400
                                        -------
Taxable Pay                             $22,560

Company Match

As an incentive for you to save for your retirement, the Company matches $.50 for every $1.00 you contribute from 1% to 6% of your pay. The Company Match is credited to your account for every payroll period that you contribute to the Plan.

For example, assume that your annual pay is $24,000 and that you save 6% of your pay, or $1,440 for the year.

Associate Contributions       $ 1,440
(6% x $24,000)
Company Match                 $   720
($.50 x $1,440)

All Company Matching Contributions will be invested in Tupperware Corporation stock beginning January 1, 1997. Company Matches credited to your account prior to January 1, 1997 may be reallocated to the investment option of your choice. In addition to Company Match credited prior to 1997, associates who have attained a certain age may direct Company Matching Contributions credited on or after January 1, 1997 to any investment option under the Plan as follows:

Age      % of investment alternative for post
          January 1, 1997 Company Match
50 - 54   up to 25%
55 - 61   up to 50%
62 +      up to 100%

Basic Company Contributions

The Company contributes an amount equal to 3% of your pay up to the Social Security Wage Base and 6% of your pay above the Social Security Wage Base to the Plan. Your pay, for purposes of the Plan, includes total wages, salaries, commissions, bonuses, special cash awards, as well as amounts you have had deducted from your pay as Associate Contributions under this Plan and as flexible spending account contributions for health care and dependent care flexible spending accounts. In general, pay does not include payments made after termination of service (such as severance pay), long-term incentive awards, non-cash compensation, or the reimbursement of expenses.

The Social Security Wage Base is the maximum amount of your annual pay subject to Social Security taxes. Note that the Social Security Administration changes the wage base each year. Thus, the Basic Company Contribution to your Retirement Savings Plan account changes accordingly.

Once you are eligible to participate in the Plan, Basic Company Contributions are made for every payroll period in which you receive pay, regardless of whether or not you contribute to the Plan.

For example, assume that your annual pay is $24,000 and that you do not contribute to the Plan. Even though you are not eligible to receive a Company Match, you will still receive the Basic Company Contribution.

Your Annual Pay $24,000
Basic Company Contribution $ 720

(3% x $24,000)

You are eligible to invest your Basic Company Contributions in any of the investment options. For more information about your investment options, refer to page 7.

Rollovers

If you receive a distribution from a previous employer's qualified retirement plan or an Individual Retirement Account (IRA) qualified under the Internal Revenue Code rules, you may make a rollover contribution to the Plan. If you are a new associate, you are eligible to make a rollover contribution to the Plan prior to meeting the Plan's eligibility requirements, if you otherwise qualify as an eligible associate under the Plan.

Remember, if your rollover was paid directly to you via a non-direct rollover, it must be made within 60 days of the date on which you receive your distribution. If your rollover was not paid directly to you, but was a direct rollover, your rollover contribution can be made at any time. The rollover contribution may include all or part of the taxable amount of the distribution, but may not include any after-tax contributions.

You are eligible to invest your Rollover Account balance in any one of the investment mixes or in any combination of the core investments (in 1% increments). You may invest up to 50% of your rollover contribution in Tupperware stock. For more information about your investment choices, refer to page 7.

To make a rollover contribution, contact a Benefits Information Line account representative.

Suspension of Contributions

Under the Retirement Savings Plan, you can suspend your Associate Contributions two times a year by calling the Benefits Information Line. The suspension generally will become effective the first full payroll period of the month, as long as you call before 3:00 p.m. Central Time on the 25th day of the prior month. Even if you suspend your Associate Contributions, the Company continues to make Basic Company Contributions to your account.

You may resume making Associate Contributions effective the first full payroll period of any month following the date you suspended contributions, provided you call the Benefits Information Line before 4:00 p.m. Eastern Time on the 25th day of the prior month.

Limitations on Contributions

Government regulations place restrictions on the amounts that associates can contribute to plans such as the Retirement Savings Plan. These restrictions are intended to ensure that these plans do not favor highly-paid associates in terms of participation and benefit levels.

Your total contributions are reduced in accordance with IRS regulations if:

. the contribution is above the maximum allowable annual contribution amount (the lesser of 25% of pay or $30,000), or

. the Company contributes an amount to the Base Retirement Plan and the Retirement Savings Plan in excess of legally specified combined maximums.

In addition, there are limits both on the amount of before-tax contributions you can make and on the amount of compensation that may be taken into account. These limits are indexed each year.

If any of these regulations or limits affect you, you will be notified.

MAKING INVESTMENT CHOICES

Investment Decisions

Having the opportunity to invest the money that you and the Company contribute to the Plan in various investment options means that you will have investment decisions to make. When making these decisions, consider things such as your financial goals, your personal situation (for example, family obligations), and your investment strategy and personal level of risk (for example, conservative or more aggressive).

The Retirement Savings Plan offers a wide range of investment options, including four investment mixes and the opportunity to mix your own investments. Effective January 1, 1997 you can invest up to 50% of your Associate Contributions in Tupperware Corporation stock. You will continue to be able to direct the investment of Basic Company Contributions. Beginning January 1, 1997, your Company Match will automatically be invested in Tupperware Corporation stock. Company Matches credited to your account prior to January 1, 1997 may be re-allocated to any of the investment choices.

Investment Options

You may choose one of two ways to invest the money that you and the Company contribute to the Plan. You can choose:

One of four investment mixes;

. Investment Mix A,

. Investment Mix B,

. Investment Mix C,

. Investment Mix D, or

your own mix of investments, referred to as the "Mix Your Own" option.

If you choose the Mix Your Own option, you decide how to allocate your account, in 1% increments, among four core investments. The four core investments are:

. Fixed Income Core Investment

. Large Company Stock Core Investment

. International Stock Core Investment

. Small Company Stock Core Investment

You can invest your Associate Contributions in any of the Investment Mixes or you can choose your own mix of the core investments in 1% increments.

In addition, you can also invest the Basic Company Contributions in Tupperware Corporation stock in 1% increments. Effective January 1, 1997 you can invest up to 50% of your Associate contributions in Tupperware Corporation stock.

Each of the investment options, discussed further below, involves some degree of risk. However, the Plan is designed to provide you with a range of investment choices so that you can choose investment options that meet your investment needs and goals. The Plan is intended to be a plan described in Section 404(c) of the Employee Retirement Income Security Act of 1974 (ERISA) and related Department of Labor regulations. By complying with these rules, the fiduciaries of the Plan will be relieved of liability for any losses directly resulting from particular investment decisions you make (for example, liability for the performance of an Investment Mix or a core investment in which you elect to invest).

Please read the following information carefully when making your investment elections. More information on the Plan's investment options can be found in the Caller's Kit and Investor's Guide.

Core Investments

The core investments were selected to provide you with the opportunity to build a portfolio with a potential rate of return and degree of risk with which you are comfortable and to diversify your investments to minimize the risk of large losses. The Tupperware Management Committee for Employee Benefits (MCEB) has the authority to select the core investments or to select investment managers to make the investments. Generally, MCEB has selected a variety of mutual funds to comprise the core investments.

Fixed Income

This core investment is currently made up of both investment contracts with insurance companies and bonds. As the existing investment contracts with insurance companies mature, the investment managers will invest in bonds instead of more investment contracts. By investing in bonds, the risk of investing solely in the insurance industry is avoided.

The target composition for this investment over the long term is for its assets to be invested in intermediate- duration bonds.

Because intermediate-duration bonds can be somewhat volatile in the short term, they will be managed in conjunction with a special contract that smooths the volatility of the investment returns on these types of bonds. Having this special contract levels investment returns as these intermediate bond values increase or decrease with changing interest rates.

This core investment is considered to have lower market risk than stocks. It also has a low degree of protection against long-term inflation risk.

Large Company Stock

This core investment attempts to match the results of the Standard and Poor's 500 (S&P 500) Index. This Index contains large, established, U.S. companies across a wide range of industries. The Index represents more than 90% of the market value of all common stocks publicly traded in the United States.

Because this core investment is invested in stocks, its market risk is higher than that of fixed income investments. This core investment has less market risk, though, than that of investments in international or smaller companies.

International Stock

The focus of this core investment is primarily companies that are based outside of the United States. It invests in companies that are located in Europe, the Far East, the Pacific Basin, and Australia. It also may invest some small amount in less developed countries, such as Mexico or India.

Investment results will be affected by the performance of foreign stock markets and currency changes. As an example, when the Japanese Yen rises or falls relative to the U.S. Dollar, you could see a change in the dollar value of your investment. Because currency changes affect overall- performance, this investment has a higher degree of market risk than that of large company stock investments.

Small Company Stock

By investing in small, less established, publicly-traded U.S. companies that are believed to have high potential for growth or are believed to be a good value, this core investment attempts to outperform the small company stock market.

This investment carries a higher degree of market risk than the other core investments with the potential for greater return over a long-term horizon.

Investment Mixes

How the Mixes Were Created

Working from the theory that the type of investment is the most important decision an investor can make, the Investment Committee selected the four core investments outlined in the previous section--Fixed Income, Large Company Stock, International Stock, and Small Company Stock.

Before the mixes were created, the Investment Committee determined that each mix should be diversified by investing at least some money in each core investment. Investing in several types of investments lowers overall market risk compared to investing in a single one. Assisted by strategic computer modeling programs and professional investment advisors, it was determined that combinations of core investments would provide the highest expected returns for four given levels of market risk over a long time frame.

You can choose to invest in one of the four mixes (Mix A, B, C or D), or you can choose to invest in one or more of the core investments as you see fit (the Mix Your Own option).

Mix A

This is the most conservative mix offered by the plan; with both the lowest risk of short-term loss and the lowest expected long-term return. As a result, Mix A is expected to provide less protection against inflation than the other mixes. It is often used by people who prefer low risk or who expect to access their savings in the near term.

The target investment allocation is as follows:

Fixed Income 80%
Large Company Stock 8%
International Stock 5%
Small Company Stock 7%

The investment objective of Mix A is to provide maximum returns consistent with a relatively conservative risk level by investing in a strategic combination of the core investments.

Mix B

This mix has 40% invested in stocks. Mix B remains generally conservative, but offers some growth opportunity and inflation protection. It is often used by people who are comfortable with low to moderate market risk, and who have a moderate amount of time until they expect to access their savings.

The target investment allocation is as follows:

Fixed- Income 60%
Large Company Stock 21%
International Stock 7%
Small Company Stock 12%

The investment objective of Mix B is to provide maximum returns consistent with a conservative to moderate risk level by investing in a strategic combination of the core investments.

Mix C

The earnings on Mix C may vary considerably over the short term. More than half of the mix is held in stock. This mix is often used by people who are comfortable with moderate short-term risk, and who have a longer time frame until they expect to access their savings.

The target investment allocation is as follows:

Fixed Income 40%
Large Company Stock 31%
International Stock 9%
Small Company Stock 20%

The investment objective of Mix C is to provide maximum returns consistent with a moderate to aggressive risk level by investing in a strategic combination of the core investments.

Mix D

This mix tilts more heavily (80%) toward stock. The higher risk of Mix D is expected to result in higher earnings over the long term relative to the other mixes, although its earnings may vary considerably over the short term. It is often used by people who are comfortable with moderate to high market risk and who have a longer time frame until they expect to access their savings.

The target investment allocation is as follows:

Fixed Income 20%
Large Company Stock 48%
International Stock 12%
Small Company Stock 20%

The investment objective of Mix D is to provide maximum returns consistent with a relatively aggressive risk level by investing in a strategic combination of the core investments.

"Mix Your OWN" Option

You may prefer a different mix of investments than what you find in one of the four mixes. In this case, you can create your own mix by selecting one or more of the four core investments in 1% increments. Effective January 1, 1997, you can also invest your Associate Contribution in Tupperware Corporation stock in 1% increments up to 50%.

Company Stock

The Company Stock Fund is generally comprised of 95% to 100% Tupperware Corporation common stock. Some amounts of cash will be retained in the portfolio to allow liquidity for same-day transfers and anticipated withdrawals. Since the Fund is invested in the stock of only one company, the Fund is potentially more volatile than the other core investments.

The objective of the Tupperware Corporation Stock Fund is to provide returns consistent with the performance of Tupperware Corporation Stock. The investment results of the Fund depend primarily on changes in market price of the Tupperware Corporation shares held by and the dividends received by the Trust.

If you invest in the Tupperware Corporation Stock Fund, you have a proportionate interest in an investment fund that holds primarily shares of Tupperware Corporation common stock. No shares are specifically registered to you in your name. AU shares are held by the trustee. You may direct the trustee how to vote your proportionate interest in the Tupperware Corporation Stock Fund. The trustee will vote all other shares in the Tupperware Corporation stock investment for which it does not receive directions in proportion to the votes of the other participants. Also, the trustee will distribute Tupperware Corporation proxy statements and other general shareholder communications to participants who invest in Tupperware Corporation stock. Your purchases and sales of company stock and votes are confidential; the information is available only to the plan administrator, record keeper, and trustee.

Tupperware Corporation Stock Confidentiality Procedures

The Administrative Committee will establish and maintain procedures for safeguarding the confidentiality of information relating to the purchase, holding and sale of Tupperware Corporation Stock and the exercise of voting, tender and similar rights with respect to your interest in the Tupperware Corporation Stock Fund. The Administrative Committee will also ensure that such procedures are sufficient to safeguard the confidentiality of such information and that such procedures are being followed. The trustee shall have no duty to question or review such procedures and shall follow such procedures without exception. The name, address and phone number of the Administrative Committee is as follows:

Employee Benefits Administrative Committee Tupperware Corporation
14901 South Orange Blossom Trail
Orlando, FL 32837
(407) 826-5050

Generally, the confidentiality procedures will be as follows, except as may be necessary to comply with any Federal or state laws that are not preempted by ERISA. With respect to the exercise of voting, tender and similar rights (except to the extent proceeds may be remitted as a result of any such exercise), only the trustee will be aware of how, or to what extent, such rights may have been exercised by you or your beneficiary. Further, the Company will receive no information from the trustee nor will they ask the trustee for any information, regarding the exercise of any such rights.

Regarding the purchase, holding and sale of Tupperware Corporation Stock by the Trust and the receipt of any proceeds resulting from any exercise of voting, tender or similar rights, records will be maintained by the Administrative Committee (or its delegate), and such persons shall keep such information in strict confidence from any other persons, including any other employee of the Company. However, if the Administrative Committee determines that a particular situation could involve a potential for undue influence of the Company on you or your beneficiaries with regard to the direct or indirect purchase, holding or sale or any exercise of voting, tender or similar rights with respect to Tupperware Corporation Stock, the Administrative Committee shall appoint an independent fiduciary to carry out activities relating to any such situation. In that event, the Administrative Committee shall inform the trustee that it has made a determination that a situation involving the purchase, holding or sale or any exercise of voting, tender or similar rights with respect to Tupperware Corporation Stock involves a potential for undue Company influence, that it has appointed an independent fiduciary and that the trustee must follow the instructions of the independent fiduciary and shall have no duty to question or review such instructions.

MAKING INVESTMENT ELECTIONS

Contribution Percent

Four times each year you may change the percentage of your pay that you contribute to the Plan. To do so, you must call the Benefits Information Line to make your request. If your request is confirmed by 4:00 p.m. Eastern Time on or before the 25th of the month, the change will take effect with the first full payroll period of the month following your request. Otherwise, it will take effect with the first full payroll period one month later.

Investment of Contributions

By calling the Benefits Information Line you can transfer investments, in 1% increments, up to 12 times per year. You may make one transfer a quarter, plus eight additional transfers any time during the calendar year. If you do not use a quarterly investment election change, it is not forfeited. Instead, it becomes a "floater" which you can use at any time during the rest of the calendar year. Your investment transfer will be made the same business day, provided the call is completed prior to 4:00 p.m. Eastern Time, otherwise it will become effective the following business day. For Retirement Savings Plan transactions, a business day is any day the New York Stock Exchange is open. The Exchange typically is open all weekdays except New Year's Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

VALUING ACCOUNTS

Your Retirement Savings Plan account grows through the contributions you make and those the Company makes. In addition, your account reflects the gains or losses of the investment options in which it is invested.

Each business day, all accounts in the Plan are valued. It is at this time that your account is credited with any investment gains and/or losses. Once each week, Basic Company Contributions, Associate Contributions and the Company Match are credited to accounts. Whether or not your contributions and any Company Contributions are credited during a particular week will depend on your pay frequency. Withdrawals and distributions from the Plan are also processed on a weekly basis and checks are mailed shortly thereafter.

Each quarter, you will receive an account statement showing, by investment option, your balances as of the end of the quarter. The statement also shows contributions, earnings, and transfers for the quarter.

VESTING

Vesting refers to your ownership rights in the Basic Company Contributions and Company Match made to your Retirement Savings Plan account.

Vesting is based on the number of your years of service, measured from your date of hire. It includes all of your years of employment with the Company, not just your years of participation in the Plan. It also includes the years of service you had under the Prior Plan (Premark International, Inc. Retirement Savings Plan).

After one year of service, you are 20% vested in the Company Contributions made to your account. For each additional full year of service, your vesting increases by 20% until you are 100% vested.

In general, you are 100% vested in the Company Contributions in your account after five years of service with the Company. The vesting schedule for the Plan is shown below.

Years of Service        Vested Percentage
Less than 1 year              0%
1 year                        20%
2 years                       40%
3 years                       60%
4 years                       80%
5 years                       100%

You are always 100% vested in your own contributions and any rollover contributions.

You automatically become 100% vested in the Plan when you reach age 65 while actively employed at the Company. You are also 100% vested if you should become totally and permanently disabled, or die, or if the Company partially or totally terminates the Plan.

MAKING WITHDRAWALS FROM THE PLAN

Because the Plan is designed to provide you with retirement income, there are restrictions on withdrawing funds from the Plan before retirement. The Plan allows for two types of withdrawals hardship withdrawals and after- tax withdrawals. In addition, the Plan also allows loans.

Hardship Withdrawals

Hardship withdrawals are available only for certain reasons, as restricted by federal law. In order to qualify for a hardship withdrawal, you must show an immediate and heavy financial need and certify that you (and your spouse, if applicable) have no other financial resources available to meet that need.

Your hardship withdrawal request must include representations that the need cannot reasonably be relieved in one of the following ways:

1. Through reimbursement or compensation by insurance or otherwise;

2. By reasonable liquidation of your assets (and the assets of your spouse and minor children), to the extent such liquidation would not itself cause an immediate and heavy financial need;

3. By other distributions or loans from plans maintained by the Company (including the Retirement Savings Plan) or by your spouse's Company, or by borrowing from commercial sources on reasonable commercial terms, unless such loans would disqualify you from obtaining other financing; or

4. By ceasing or reducing the amount of your Associate Contributions under the Plan.

Withdrawals are limited to the amount of your Associate Contributions and Rollover Contributions. You may not withdraw investment earnings. Moreover, withdrawals are limited to the amount necessary to satisfy your need. This amount may take into consideration amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from the hardship withdrawal.

In general, the amount you receive as a hardship withdrawal is subject to federal and possibly state taxation. In most instances, there will be an additional 10% excise tax on taxable amounts. See the Tax Information section on page 20 for more detail. Also, read carefully the Hardship Withdrawal Information Request Form, available through the Benefits Information Line.

The following are the reasons for which you may apply to receive a hardship withdrawal and the required documentation that you must submit in order to support your request.

   Reason for Hardship               Documentation required

Medical expenses (incurred or     An itemized statement of bill
necessary to obtain care for      Showing medical expenses.
you, your spouse or your
dependents, provided these        An EOB (Explanation of Benefits)
expenses are not covered by       from your health plan adminis-
a health plan or any other        trator showing that the expenses
source.                           have not been reimbursed.

                                  Proof of relationship of spouse
                                  or dependent may be required.

Costs related to the purchase     A copy of the signed contract or
of your principal residence.      purchase price of the home, re-
                                  quired earnest money, down
                                  payment and estimates closing
                                  costs.

Payment of tuition expenses,      A copy of an itemized invoice for
room and board, and related       tuition, related fees, and room
education fees for the next       and board expenses which includes
12 months of post-secondary       the student's name.
education for you, your spouse
or your dependents.               A description of the educational
                                  institution may be required.

Payments necessary to prevent     A copy of a foreclosure or
foreclosure on or eviction for    eviction notice from your land-
your principal residence.         lord or lending institution.

Costs associated with building     An itemized list showing the
your principal residence.          cost of building materials or an
                                   invoice/contract from the
                                   builder.

Costs related to the purchase      A copy of the signed contract
of land on which you will build    for the purchase of land on
or locate your principal           which a principal residence will
residence.                         be located.

                                   A signed statement indicating
                                   that construction will begin on
                                   the residence or that a
                                   residence will be moved there
                                   within 90 days.

Funeral expenses for your          An itemized statement or bill
spouse, your dependents or         detailing funeral expenses and
another family member.             proof of relationship.

Severe financial indebtedness      Documentation detailing indebted-
which exceeds 28% of your gross    ness (such as past due bills,
monthly income (including your     letters, from collection
spouse's income, if applicable.    agencies, etc.)  And proof of
                                   failed attempts to work out
                                   payment plans with creditors.
                                   (The hardship amount will be
                                   limited to only the past due
                                   portion of any debts).

                                   A completed copy of the Finan-
                                   cial Statement Form showing
                                   your assets (and those of your
                                   spouse, if applicable).

Losses to personal property        A copy of an insurance company
(such as homes or cars) as a       reimbursement statement and a
result of natural disaster,        letter with an explanation of
provided the losses are not        damages including cost of
reimbursed through insurance.      repair or replacement.

After-Tax Withdrawals

Once each year, you may withdraw any after-tax Associate Contributions from your account. You do not need to prove hardship to make an after-tax withdrawal.

If you withdraw all or a portion of any after-tax Associate Contributions that you made to the Plan before January 1, 1987, these contributions will not be subject to taxation and no tax penalties will apply.

However, if you withdraw all or a portion of any after-tax Associate Contributions that you made to the Plan after December 31, 1986, the Internal Revenue Service requires that the withdrawal, for tax purposes, include a proportionate share of the investment earnings related to these after-tax contributions. The "earnings" portion of the withdrawal will be subject to taxation and also may be subject to an additional 10% excise tax on the taxable amount of the withdrawal.

TAKING A LOAN FROM THE PLAN

Under the Retirement Savings Plan, you can borrow money from your account for any reason. You do not need to pay any taxes or penalties on the money you borrow, provided you pay it back. In addition, you pay the interest back to yourself.

Eligibility

If you are a full-time or part-time associate and you participate in the Plan, you are eligible to apply for a loan.

In the event you are eligible to apply for a loan, but a Domestic Relations Order proceeding is pending that might affect your account balance under the Plan, you might not be eligible to receive a loan until your Domestic Relations Order is finalized. An account representative will be able to assist you in determining whether or not you may apply for a loan given that a Domestic Relations Order is pending against your account balance.

You are not eligible to apply for a loan if you have an outstanding loan, have repaid a loan in-full within the last six months, or have defaulted on a loan within the last two years.

You are also not eligible to apply for a loan if you are an alternate payee by reason of a Qualified Domestic Relations Order or a terminated employee with a deferred account balance, unless you are a party-in-interest with respect to the Plan.

Interest Rate

Interest must be charged on your unpaid loan balance until the full amount of your loan has been repaid. Under the Plan, the interest rate will be equal to the Prime Rate (as published in the Money Rates section of The Wall Street Journal), plus one percent.

Interest rates for new loans will be changed quarterly, effective the first business day of each calendar quarter. However, interest rates for existing loans will not change or be renegotiated. Therefore, once you receive a loan at a specified interest rate, the interest rate on your loan will not change--even if the interest rate under the Plan changes at a later date.

Amount You May Borrow

You may borrow Associate Contributions (and Rollover Contributions, if applicable). You may also borrow the investment earnings on your Associate Contributions (and Rollover Contributions, if applicable). You may not, however, borrow your Company Contributions or the investment earnings on your Company Contributions.

As with most types of loans, there is a minimum amount you may borrow and a maximum amount you may borrow. The minimum amount is $1,000. The maximum amount is the lesser of $50,000 or 50% of your total vested Plan account balance. In addition, all loan amounts must be in multiples of $100.

Finally, the amount you may borrow also depends on your ability to repay the loan. The Plan requires that the amount of your loan payment may not exceed 20% of your base pay (or for individuals paid on a commission basis, 20% of your base pay plus the average commissions paid to you over the last three months).

To determine the amount you may borrow, call the Benefits Information Line.

How Long You Have to Repay the Loan

You may take a loan for a minimum of 12 months and a maximum of 60 months, in 6-month increments. Therefore, a loan may be taken and repaid over 12 months, 18 months, 24 months, 30 months, 36 months, 42 months, 48 months, 54 months or 60 months.

When deciding over how many months you would like to repay a loan, consider the amount of loan payment you can afford to make each pay period. It may be that you wish to borrow a certain amount from your Plan account over a desired period of time (for example, 18 months), but the loan payment amount for this loan amount over your desired period of time is more than you would like to make as a loan payment. To make the loan payment amount more manageable, you may wish to consider repaying the loan over a slightly longer period of time so that your loan payment per pay check is less. But, remember, the amount of interest that you pay on the loan will increase if you repay the loan over a longer period of time.

What You Need to Do to Get a Loan

If you are interested in obtaining a loan from the Plan, call the Benefits Information Line to get information on how much you can borrow, what your payments would be and to actually request a loan. In the event a Domestic

Relations Order is pending against your account balance, you must speak with a Benefits Information Line account representative to obtain further information regarding your eligibility to receive a loan.

By using the Benefits Information Line, you may "model" different loan amounts over various time periods and request a loan. Once you request a loan, you will receive information on how much your loan payment will be per pay period based on the current interest rate, the number of payments that you must make as determined by your pay cycle basis and the length of your loan, and the amount of interest you will pay.

This information will be provided in the form of a Promissory Note which will be generated and mailed to you the business day following the day you request your loan. You will need to return the Promissory Note, notarized and with spousal consent, if applicable, within 30 days of the date you made your loan request. Provided your properly signed Promissory Note is received by the Benefits Information Line within this 30-day time period, your loan will then be processed as of the next available Friday and you will receive a check for the amount of your loan shortly thereafter.

If your Promissory Note is not received within the 30-day period, your request will expire. You will then need to call the Benefits Information Line again to make another loan request.

Making Loan Payments

Standard Loan Payments

Once a check for your loan has been issued to you, you must begin making loan payments. In general, these loan payments will be made on an after-tax basis via payroll deduction every regular pay period. By signing the Promissory Note, you will have given authorization to have payroll deductions taken.

Every loan payment will be applied first to interest and then to principal. Your loan payments will be credited to your Plan account and invested in accordance with your investment election which is on file at the time each payment is made.

For example, assume that you received a check for your loan and you began making loan payments of $150 via payroll deduction shortly thereafter. Assume that your investment election that is in effect at the time of your first loan payment is Mix C. This loan payment would be credited to your Plan account and invested in Mix C.

If you are invested in the core investments under the "Mix Your Own" option, your loan payment will be credited to your Plan account in the same percentages that you have invested in the core investments.

In the event the frequency of your pay changes, the amount of your loan payment will also change. This is to ensure that the unpaid balance of your loan and corresponding interest will be paid in equal payments each pay period so that the entire amount of your loan and corresponding interest is paid-in-full by the end of the term of your loan.

Nonstandard Loan Payments

In the event you are not able to make the full amount of your loan payment(s) via payroll deduction (for example, due to an unpaid leave of absence, etc.), you must continue to make the loan payments that otherwise would have been deducted from your pay. These payments are called nonstandard payments and a Benefits Information Line account representative will assist you in determining the amount of these payments.

To make the loan payments that otherwise would have been deducted from your pay, you must obtain a money order, certified check or cashier's check for the monthly repayment amount payable to Bankers Trust Company. Then, mail your repayment so that it is received by the Benefits Information Line no later than the 20th day of the month. If your repayment is received by the Benefits Information Line by the 20th of the month, it will be credited to that month's obligation. Otherwise, it will be applied to next month's obligation.

In the event you do not make a loan payment within 90 days following the scheduled payment date, your loan will be in default. (See the Default section on page 25 for information on what it means to default.) Note that any nonstandard payments you make during a particular month will be credited first to that month's obligation. Therefore, it is important that if you are making nonstandard payments via money order, certified check or cashier's check you do not fall behind in your payments.

Your loan payment will be accepted via money order, certified check or cashier's check until the earlier of the following: the full amount of your loan payments can again be made via payroll deduction, you have repaid the entire unpaid balance of your loan; you die; or your employment with the Company is terminated.

Prepayments

Once your loan has been outstanding for at least 12 months, you may prepay your unpaid loan balance (and all interest accrued to the date of prepayment) in-full only, without penalty.

To prepay your loan, contact a Benefits Information Line account representative. You will be informed of the amount needed to prepay your loan as of a specified date and an Early Loan Payoff Notice will be mailed to you. Then, return a copy of the Early Loan Payoff Notice to the Benefits Information Line, along with a money order, certified check or cashiers check, made payable to Bankers Trust Company in the amount of your prepayment. Your prepayment must be received by the specified date or it will not be accepted. Should this occur, you will need to contact a Benefits Information Line representative to repeat the process.

Default

Even though when you take a loan from the Plan you are borrowing money from your own account, you must pay it back just as you must pay back a loan from a bank or savings and loan. In this case, the Plan is the lender and you are the borrower. As a borrower, you are obligated to repay your loan. Failure to make your loan payments could result in a default of your loan.

Specifically, you will default on your loan if you do not make a loan payment within 90 days of the scheduled payment date. As explained in the Nonstandard Payment Section on page 24 if the full amount of your loan payment cannot be made via payroll deduction you must make nonstandard loan payments via money order, certified check or cashiers check. Since nonstandard payments are not made via payroll deduction, you are responsible for paying your loan payment each month and ensuring that it is received by the Benefits Information Line by the 20th day of each month. If you fall behind in making your nonstandard loan payments it is possible that you could default on your loan.

Also, a loan default will occur if upon termination your outstanding loan balance cannot be automatically offset from your vested account balance and you do not repay your loan within 90 days of terminating employment. This situation is unlikely. However, in the event this may apply to you, you will be notified.

If you default on your loan, the amount of your unpaid loan will be treated as a distribution from the Plan. The amount of your distribution that is considered taxable income will be subject to taxation at ordinary income tax rates in the year the distribution takes place. In addition, the 10% excise tax on early distributions may also apply. For more

information on taxes and your distribution from the Plan, please refer to the Tupperware Corporation Tax Notice to Participants Regarding Distributions From Retirement Plans which is available by calling Benefits Information Line.

Once you default on your loan, you may not repay the loan and you may not apply for another loan from the Plan for two years.

Other Information

Terminating Your Employment with the Company

If you have taken a loan and have an outstanding loan balance, the entire balance of your unpaid loan is immediately due and payable. This amount will be automatically offset from your vested account balance and will constitute a taxable event, unless you repay the loan. To repay your loan, you must make the repayment via money order, cashier's check, or certified check so that it is received by the Benefits Information Line no later than 90 days following the date you terminated employment with the Company. To find out the amount of the outstanding loan balance, if any, and to obtain more information on how to repay the loan, please contact a Benefits Information Line account representative.

Death

If you have an outstanding loan and you die, your surviving spouse (if he or she is your sole primary beneficiary) may elect to repay your unpaid loan balance. If your surviving spouse does not elect to repay the loan, the entire balance of the unpaid loan will automatically be offset from your vested account balance.

If you have an outstanding loan and you die, and have designated multiple beneficiaries, your beneficiaries may not elect to repay your unpaid loan balance. The entire balance of your unpaid loan will automatically be offset from your vested account balance.

Impact on Applying for a Hardship Withdrawal

Government regulations regarding hardship withdrawals require that your financial hardship cannot reasonably be relieved through other available financial resources, such as a loan from a qualified retirement plan sponsored by an employer. As such, you must first apply for a loan from the Plan to help meet your financial hardship.

In the event you apply for a hardship withdrawal and do not have an outstanding loan, government regulations require that your hardship withdrawal request be denied. However, if you already have an outstanding loan, you may apply for a hardship withdrawal. Your request will be reviewed based on your reason for financial hardship and the specific documentation you submit to support your hardship withdrawal request.

CHOOSING YOUR FORM OF DISTRIBUTION

You have the option of receiving the value of your vested account balance when you terminate, retire, or become permanently and totally disabled. If you should die before you retire, your distribution will be paid to your beneficiary.

The Retirement Savings Plan offers several forms of distribution which are available to you as a Plan participant. It is important that you evaluate each form of distribution and choose the one that best meets your needs.

Single Sum Payment

A single sum payment is the normal form of distribution under the Retirement Savings Plan. This option provides you with the entire value of your vested account balance in a single sum payment.

Generally, the payment will be made in cash. If you have invested in the Tupperware Corporation Stock Fund and your vested balance in the Tupperware Stock Fund is greater than $3,500, you may request to receive a distribution of shares of Tupperware stock for that portion of your account.

Annuity

An annuity may be purchased for you by the Company from an insurance company with the value of your vested account balance. All types of annuities offered under the Plan by the insurance companies provide payment for your life and, in some cases, continue payments to your spouse or other beneficiaries.

There are several types of annuities to meet different needs. The 50% Joint & Survivor Annuity is the most common for married employees over age 55. It provides a monthly benefit based on the life expectancy of you and your spouse. This option provides payment to you for the rest of your life; if you should die, your spouse receives 50% of your monthly benefits for the rest of his or her life. If you are married and wish to select an annuity with a person other than your spouse as the joint annuitant or to select a single life annuity there are special rules requiring that your spouse receive a notice of certain rights and that your spouse consent.

Contact a Benefits Information Line account representative for more information on the various types of annuities available.

Installments

If you participated in the Plan prior to January 1, 1989, the installment payment option is also available to you. Installment payments provide a series of quarterly payments until your vested account balance is completely exhausted. You may elect to receive quarterly payments of not less than an amount specified by Plan provisions or some higher amount as specified by Federal law at the time of your election. For more information on installments, call the Benefits Information Line.

Split Distribution

If you participated in the Plan prior to January 1, 1989, the split distribution is also available to you. You may elect to split your form of distribution. In other words, you may elect to receive the non-taxable portion of your vested account balance as a single sum payment. Any remaining amounts can then be used to purchase an insured guaranteed annuity or may be taken as quarterly installment payments.

Payment of Small Amounts

If the present value of your vested benefit from the Plan is $3,500 or less, you will receive your benefit in a single sum cash payment. No other distribution option will be available to you. This payment will represent a full discharge of the Plan's liability to you and your beneficiary.

Deferral

When you leave the Company or retire, you can defer the distribution of your account balance until no later than December 31 of the year in which you reach age 70. When you do request a distribution, the distribution options available to you will be subject to the rules in effect at that time.

Since the money in your account remains in the Trust while it is deferred, you continue to share in the investment gains and losses of the Plan's investment options. In addition, you may continue to make investment election transfers for your deferred account balance in 1% increments, among the available investment options. Remember that Company Contributions are no longer added to your account. Also, you may no longer contribute to the Plan since you are no longer an active participant in the Plan.

Required Distributions

You may defer your distribution to the year in which you reach age 70 1/2. Approximately 90 days before you reach age 70 1/2, you will be mailed information regarding your distribution. If you do not respond to the information by calling the Benefits Information Line within the prescribed time period, the Company will distribute your vested account balance to you in a single sum payment with mandatory federal withholding taken. Please keep the Benefits Information Line advised of any address changes.

APPLYING FOR YOUR BENEFIT

Once you are eligible to receive your distribution from the Retirement Savings Plan, you will receive a Decision for Final Payment Notice which provides important information on your distribution from the Retirement Savings Plan as well as information on what you need to do to receive your distribution. If you do not respond to the information by calling the Benefits Information Line, your distribution will be deferred to December 31 of the year in which you reach age 70 1/2. However, you can request a distribution at any time.

TAX INFORMATION

Your Contributions to the Retirement Savings Plan are made on a before-tax basis. The taxes on these contributions are not eliminated; they are deferred. This means that when you retire or withdraw money from the Plan for any reason, you will owe income taxes on your contributions, Company Contributions, and investment earnings in your account.

However, you may be eligible for special tax treatment. Or, you may further defer taxes by rolling over your distribution into an Individual Retirement Account or a subsequent employer's qualified retirement plan. Important information regarding rollovers and taxation of amounts paid to you from the Retirement Savings Plan is included in the Tupperware Corporation Tax Notice to Participants Regarding Distributions from Qualified Plans. A copy of this Notice is available through the Forms Request option in the Benefits Information Line. You are encourage to read this Notice carefully prior to requesting your distribution.

SPECIAL CIRCUMSTANCES

Assignment of Benefits

Generally, your benefit under the Retirement Savings Plan cannot be assigned to anyone else, either voluntarily or by legal action. It is payable to you alone during your lifetime and to your beneficiary upon your death.

However, if you become divorced or separated, court orders, known as Qualified Domestic Relations Orders, could require that a portion of your vested account balance be paid to someone else (for example, your spouse or children). Contact the Human Resources Department if your personal circumstances change and if there is a likelihood that your benefit under the Plan may be affected. To make this process easier for you and your legal counsel, Tupperware can provide you with a copy of the Qualified Domestic Relations Order Policy and a sample order in advance of any final court order.

Breaks in Service

If your employment with the Company is interrupted, you may incur a break in service.

You incur a break in service on the day you:

. quit and are not rehired within one year of the last day you worked.

. are dismissed and are not rehired within one year of the last day you worked.

. have been on layoff for one year.

. reach the first anniversary of an absence due to physical disability.

. reach the first anniversary of an approved leave of absence scheduled to last less than one year if you do not return to work by the date of the first anniversary.

. reach the first anniversary of an approved leave of absence scheduled to last more than one year and do not return to work by the day the leave of absence expires.

Under certain circumstances, you may interrupt your employment with the Company, but your absence does not constitute a break in service. Such circumstances include:

. a leave of absence for military duty, as long as you return to work within the time you have legal re- employment rights.

. a leave of absence for more than one year because of a physical disability resulting from working at the Company, provided you return to work when you recover.

. a leave of absence not to exceed two years from the date upon which a maternity or paternity leave began.

Forfeitures

If you terminate employment before becoming fully vested in the Retirement Savings Plan, the non-vested Company Contributions in your account are forfeited. These contributions are used to offset future Company Contributions.

Re-employment

If you terminate your employment with the Company and return to work for the Company at a future date, the following provisions apply.

. If you are re-employed prior to incurring a break in service, your participation in the Plan resumes on the first day of the month following or coincident with your date of re-employment.

. If you are re-employed after a break in service, your participation in the Plan resumes on the first day of the month following or coincident with your date of re- employment provided:

1. you were either partially vested or fully vested at the time of your termination, or

2. your break in service is shorter than the greater of five years or your previous years of service.

. If you do not meet the above requirements, you will be treated as a new associate for purposes of participating in this Plan.

. If you are re-employed prior to incurring a break in service, or if your break in service is shorter than five years, any non-vested Company Contributions in your account that were forfeited when you terminated employment will be restored to your account.

Top-Heavy Provisions

As required by law, alternate provisions take effect if the Retirement Savings Plan becomes top-heavy. The Plan will be considered top-heavy if 60 percent of benefits are payable to key employees. In general, key employees include officers of Tupperware Corporation.

Should the Plan become top-heavy, non-key employees will be fully vested after three years of service. The minimum benefit that you receive is equal to 3% of your pay or the percentage of pay allocated to key employees, whichever is less.

If the Plan becomes top-heavy, you will be notified.

ADMINISTRATIVE INFORMATION

Plan Document

This is a summary of the Tupperware Corporation Retirement Savings Plan. It provides an overall view of the major features of the Plan. Any inconsistencies between this summary and the Plan document are governed by the Plan document.

If you have any questions about the Plan, please contact your Benefits Representative.

Plan Changes or Termination

Although Tupperware Corporation intends to continue the Retirement Savings Plan, the Company reserves the right to amend or terminate the Plan at any time. You will be properly notified of any changes, and all changes will be subject to the Plan provisions and applicable laws.

If the Plan is terminated, you have a fully vested or non- forfeitable right to your account balance if you are actively employed on that date, regardless of the number of your years of service.

GENERAL PLAN INFORMATION

Employer/Plan Sponsor

Tupperware Corporation
14901 South Orange Blossom Trail
Orlando, FL 32837
(407) 826-5050

Plan Sponsor/Employer Identification Number

36-4062333

Plan Administrator

Management Committee for Employee Benefits Tupperware Corporation
14901 South Orange Blossom Trail
Orlando, FL 32837
(407) 826-5050

Plan Administrator Identification Number

59-3380262

Plan Number

002 - Defined Contribution Savings Plan

Type of Administration

The Plan Sponsor administers the Plan and maintains the Plan's records. The Plan may rely on other professional service providers to assist in Plan administration .

Plan Trustee/Trust Name

Bankers Trust Company
Bankers Trust Plaza
280 Park Avenue
New York, NY 10015
The Tupperware Corporation Defined Contribution Trust.

Agent for Service of Legal Process

Chairman, Management Committee for Employee Benefits Tupperware Corporation
14901 South Orange Blossom Trail
Orlando, FL 32837
(407) 826-5050

Service of legal process may also be made upon the Plan Trustee.

Plan Year

Plan records are kept on a calendar-year basis from January 1 to December 31.

Administrative Committee

The Management Committee for Employee Benefits at Tupperware Corporation appoints an Administrative Committee to administer the day-to-day operations of the Plan. The Administrative Committee interprets Plan provisions and ensures that the Plan operates on a fair and equal basis for all associates.

APPEALS PROCEDURE

Your benefit plans are designed and administered to respond when you submit a claim for a benefit. If there are problems or delays, here is the procedure for appeals:

. After you file your claim for a benefit, you will receive written notice within 90 days whether or not any benefits will be paid on your claim.

. If more than 90 days is required to examine your claim for a benefit, you are informed in writing during that first 90 days. The time needed to examine your claim may only extend up to an additional 90 days.

. You will receive a written explanation if your claim is denied.

. If you do not agree with the denial, you have 90 days from the day you received written notice of the denial to make a written appeal.

. You must submit your appeal in writing to the Human Resources Department for a complete and fair review by the Plan's Administrative Committee.

. You should receive a written decision on your appeal within 60 days. If the decision will take longer, you will be notified. No more than 120 days may be taken to review your appeal.

ERISA RIGHTS

Usually, you receive written notice about your claim within 60 days from the time you submit your claim. Unusual or difficult claims may require more time to process. If a claim is denied, and you do not understand the reason, ask your Benefits representative to explain.

If you do not agree with the denial, you have the right to appeal in accordance with the Employee Retirement Income Security Act of 1974 (ERISA). Please refer to the Appeals Procedure section on page 38.

ERISA was signed into law to protect your rights under employee benefits programs. The law does not require any company to provide benefits, but ERISA sets standards for any benefits a company offers.

It is your right to know as much as possible about your benefits. This description of your ERISA rights is one way to keep you informed.

As a participant of the Plan, you are entitled to certain rights and protections. ERISA entitles you to:

. Examine, without charge, at the Plan Administrator's office and at other locations (work sites), all plan documents, including insurance contracts and copies of all documents filed by the plan with the U.S. Department of Labor, such as detailed annual reports.

. Obtain copies of all Plan documents and other Plan information by writing to the Plan Administrator, in care of the Benefits Department, Tupperware Corporation, 14901 South Orange Blossom Trail, Orlando, FL 32837. The Plan Administrator may charge a reasonable fee for the copies.

. Receive a summary of the Plan's annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

In addition to creating rights for Plan participants, ERISA imposes duties upon the people responsible for the operation of a plan. The people who operate your Plan, called fiduciaries, have the duty to do so prudently and in the interest of you and other Plan participants and beneficiaries.

No one, including your employer or any other person, may fire you or otherwise discriminate against you, in any way to prevent you from obtaining a Plan benefit or exercising your rights under ERISA. If your claim for a benefit is denied, in whole or in part, you must receive a written explanation of the reason for denial. You have the right to have the Plan Administrator review and reconsider your claim.

Under ERISA, there are steps you can take to enforce these rights. For instance, if you request materials from the Plan Administrator and do not receive them within 30 days, you may file suit in federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $100 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.

If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. If it should happen that Plan fiduciaries misuse the Plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court.

The court decides who pays court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees.

If you have any questions about this statement or your rights under ERISA, you should contact the nearest Area Office of the U.S. Labor Management Services Administration, Department of Labor.
 


EXHIBIT 23

Consent of Independent Certified Public Accountants

We hereby consent to incorporation by reference in this Registration Statement on Form S-8 of our report dated February 23, 1996, except as to Note 13, which is as of April 9, 1996, appearing on page F-2 of Tupperware Corporation's Form 10/A4.


/s/ Price Waterhouse, LLP
- --------------------------
Price Waterhouse, LLP
Orlando, Florida
December 16, 1996


 

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Tupperware Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and appoints each of Charles L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney and agent may deem necessary or advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, and any rules and regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the common stock, $0.01 par value, of the Corporation on a Registration Statement on Form S-8, and to any and all amendments, including post-effective amendments, to the said Registration Statement, relating to the Tupperware Corporation Retirement Savings Plan, as the same may be amended from time to time, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as a Director of the Corporation, and to file the same, or cause the same to be filed, together with exhibits, supplements, appendices, instruments and other documents pertaining thereto, with the Securities and Exchange Commission, and hereby RATIFYING AND CONFIRMING all that said attorneys and agents, or any of them, may have done, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of November, 1996.


/s/ Warren L. Batts
----------------------
Warren L. Batts



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Tupperware Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and appoints each of Charles L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney and agent may deem necessary or advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, and any rules and regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the common stock, $0.01 par value, of the Corporation on a Registration Statement on Form S-8, and to any and all amendments, including post-effective amendments, to the said Registration Statement, relating to the Tupperware Corporation Retirement Savings Plan, as the same may be amended from time to time, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as a Director of the Corporation, and to file the same, or cause the same to be filed, together with exhibits, supplements, appendices, instruments and other documents pertaining thereto, with the Securities and Exchange Commission, and hereby RATIFYING AND CONFIRMING all that said attorneys and agents, or any of them, may have done, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of November, 1996.


/s/ William O. Bourke
----------------------
William O Bourke



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Tupperware Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and appoints each of Charles L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as her true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney and agent may deem necessary or advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, and any rules and regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the common stock, $0.01 par value, of the Corporation on a Registration Statement on Form S-8, and to any and all amendments, including post-effective amendments, to the said Registration Statement, relating to the Tupperware Corporation Retirement Savings Plan, as the same may be amended from time to time, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in her capacity as a Director of the Corporation, and to file the same, or cause the same to be filed, together with exhibits, supplements, appendices, instruments and other documents pertaining thereto, with the Securities and Exchange Commission, and hereby RATIFYING AND CONFIRMING all that said attorneys and agents, or any of them, may have done, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 7th day of November, 1996.


/s/ Ruth M. Davis
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Ruth M. Davis



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Tupperware Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and appoints each of Charles L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney and agent may deem necessary or advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, and any rules and regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the common stock, $0.01 par value, of the Corporation on a Registration Statement on Form S-8, and to any and all amendments, including post-effective amendments, to the said Registration Statement, relating to the Tupperware Corporation Retirement Savings Plan, as the same may be amended from time to time, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as a Director of the Corporation, and to file the same, or cause the same to be filed, together with exhibits, supplements, appendices, instruments and other documents pertaining thereto, with the Securities and Exchange Commission, and hereby RATIFYING AND CONFIRMING all that said attorneys and agents, or any of them, may have done, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of November, 1996.


/s/ Lloyd C. Elam
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Lloyd C. Elam



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Tupperware Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and appoints each of Charles L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney and agent may deem necessary or advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, and any rules and regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the common stock, $0.01 par value, of the Corporation on a Registration Statement on Form S-8, and to any and all amendments, including post-effective amendments, to the said Registration Statement, relating to the Tupperware Corporation Retirement Savings Plan, as the same may be amended from time to time, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as a Director of the Corporation, and to file the same, or cause the same to be filed, together with exhibits, supplements, appendices, instruments and other documents pertaining thereto, with the Securities and Exchange Commission, and hereby RATIFYING AND CONFIRMING all that said attorneys and agents, or any of them, may have done, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of November, 1996.


/s/ E. V. Goings
----------------------
E. V. Goings



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Tupperware Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and appoints each of Charles L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney and agent may deem necessary or advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, and any rules and regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the common stock, $0.01 par value, of the Corporation on a Registration Statement on Form S-8, and to any and all amendments, including post-effective amendments, to the said Registration Statement, relating to the Tupperware Corporation Retirement Savings Plan, as the same may be amended from time to time, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as a Director of the Corporation, and to file the same, or cause the same to be filed, together with exhibits, supplements, appendices, instruments and other documents pertaining thereto, with the Securities and Exchange Commission, and hereby RATIFYING AND CONFIRMING all that said attorneys and agents, or any of them, may have done, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of November, 1996.


/s/ Clifford J. Grum
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Clifford J. Grum



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Tupperware Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and appoints each of Charles L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney and agent may deem necessary or advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, and any rules and regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the common stock, $0.01 par value, of the Corporation on a Registration Statement on Form S-8, and to any and all amendments, including post-effective amendments, to the said Registration Statement, relating to the Tupperware Corporation Retirement Savings Plan, as the same may be amended from time to time, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as a Director of the Corporation, and to file the same, or cause the same to be filed, together with exhibits, supplements, appendices, instruments and other documents pertaining thereto, with the Securities and Exchange Commission, and hereby RATIFYING AND CONFIRMING all that said attorneys and agents, or any of them, may have done, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of November, 1996.


/s/ Joe R. Lee
----------------------
Joe R. Lee



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Tupperware Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and appoints each of Charles L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney and agent may deem necessary or advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, and any rules and regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the common stock, $0.01 par value, of the Corporation on a Registration Statement on Form S-8, and to any and all amendments, including post-effective amendments, to the said Registration Statement, relating to the Tupperware Corporation Retirement Savings Plan, as the same may be amended from time to time, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as a Director of the Corporation, and to file the same, or cause the same to be filed, together with exhibits, supplements, appendices, instruments and other documents pertaining thereto, with the Securities and Exchange Commission, and hereby RATIFYING AND CONFIRMING all that said attorneys and agents, or any of them, may have done, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of November, 1996.


/s/ Joseph E. Luecke
----------------------
Joseph E. Luecke



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Tupperware Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and appoints each of Charles L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney and agent may deem necessary or advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, and any rules and regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the common stock, $0.01 par value, of the Corporation on a Registration Statement on Form S-8, and to any and all amendments, including post-effective amendments, to the said Registration Statement, relating to the Tupperware Corporation Retirement Savings Plan, as the same may be amended from time to time, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as a Director of the Corporation, and to file the same, or cause the same to be filed, together with exhibits, supplements, appendices, instruments and other documents pertaining thereto, with the Securities and Exchange Commission, and hereby RATIFYING AND CONFIRMING all that said attorneys and agents, or any of them, may have done, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of November, 1996.


/s/ Bob Marbut
----------------------
Bob Marbut



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Tupperware Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and appoints each of Charles L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney and agent may deem necessary or advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, and any rules and regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the common stock, $0.01 par value, of the Corporation on a Registration Statement on Form S-8, and to any and all amendments, including post-effective amendments, to the said Registration Statement, relating to the Tupperware Corporation Retirement Savings Plan, as the same may be amended from time to time, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as a Director of the Corporation, and to file the same, or cause the same to be filed, together with exhibits, supplements, appendices, instruments and other documents pertaining thereto, with the Securities and Exchange Commission, and hereby RATIFYING AND CONFIRMING all that said attorneys and agents, or any of them, may have done, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of November, 1996.


/s/ Robert M. Price
----------------------
Robert M. Price



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Tupperware Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and appoints each of Charles L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney and agent may deem necessary or advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, and any rules and regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the common stock, $0.01 par value, of the Corporation on a Registration Statement on Form S-8, and to any and all amendments, including post-effective amendments, to the said Registration Statement, relating to the Tupperware Corporation Retirement Savings Plan, as the same may be amended from time to time, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as a Director of the Corporation, and to file the same, or cause the same to be filed, together with exhibits, supplements, appendices, instruments and other documents pertaining thereto, with the Securities and Exchange Commission, and hereby RATIFYING AND CONFIRMING all that said attorneys and agents, or any of them, may have done, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of November, 1996.


/s/ Paul B. Van Sickle
----------------------
Paul B. Van Sickle