Stock Option Agreement Between UPM-Kymmene and Champion

UPM-Kymmene Corporation has signed a stock option agreement with Champion International Corporation whereby UPM-Kymmene grants to Champion an irrevocable option to purchase up to 7,538,000 of its own shares no later than 31 January, 2002. The exercise price shall be equal to the last sales price on the Helsinki Stock Exchange on each exercise date.
In addition, UPM-Kymmene and Champion International have in connection with their Plan of Merger agreed that UPM-Kymmene will grant to Champion International a further option to purchase UPM-Kymmene shares representing 19.9 percent of the share capital less any shares purchased pursuant to the stock option agreement referred to above. This will finally be decided upon by the extraordinary shareholders' meeting.
The complete Plan of Merger is to be seen on the Helsinki Stock Exchange.