Edgar Filing: BUCKEYE TECHNOLOGIES INC

Buckeye Technologies Inc.
P.O. Box 80407
1001 Tillman Street
Memphis, Tennessee 38108-0407

September 10, 2004

TO THE STOCKHOLDERS OF BUCKEYE TECHNOLOGIES INC.

You are cordially invited to attend the annual meeting of stockholders
of Buckeye Technologies Inc. to be held on Thursday, October 28, 2004 at 5:00
p.m. Central Time, at our headquarters, 1001 Tillman Street, Memphis, Tennessee.
At the meeting, you will be asked to consider the matters described in the
enclosed proxy statement.

In connection with the meeting, we are enclosing a notice of annual
meeting of stockholders, a proxy statement, and a form of proxy. Please complete
the enclosed form of proxy so that your shares can be voted if you do not attend
the meeting. If you are present at the meeting and want to vote your shares
personally, your form of proxy will be withheld from voting upon your request
prior to balloting. Please return your proxy card to us in the enclosed,
postage-prepaid envelope as soon as possible, even if you plan to attend the
meeting. Also, registered and most beneficial shareholders may vote by telephone
or through the internet. Instructions for using these convenient services are
explained on the enclosed proxy. Your vote is very important. I urge you to vote
your proxy as soon as possible.

Detailed information relating to Buckeye's activities and operating
performance during fiscal 2004 is contained in our Annual Report, which is being
mailed to you with this proxy statement, but is not a part of the proxy
soliciting material. If you do not receive or have access to the 2004 Annual
Report, you may request a copy from Shirley Spears, Buckeye Technologies Inc.,
P.O. Box 80407, 1001 Tillman Street, Memphis, Tennessee 38108-0407, (901)
320-8125. It is also available on our internet site at www.bkitech.com.

Very truly yours,

David B. Ferraro
Chairman and Chief Executive Officer

Buckeye Technologies Inc.
P.O. Box 80407
1001 Tillman Street
Memphis, Tennessee 38108-0407

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 28, 2004

The regular annual meeting of stockholders of Buckeye Technologies Inc.
will be held on Thursday, October 28, 2004 at 5:00 p.m., Central Time, at our
headquarters, 1001 Tillman Street, Memphis, Tennessee, for the following
purposes:

1. Election of Directors. To elect three Class III directors to
serve until the 2007 annual meeting of stockholders;

2. Ratification of Auditors. To ratify the selection of Ernst &
Young LLP as Buckeye's independent auditors for fiscal 2005;
and

3. Other Business. To transact such other business as may
properly come before the meeting or any adjournment of the
meeting.

Only those stockholders of record at the close of business on September 3,
2004 are entitled to notice of, and to vote at, the annual meeting and any
adjournment thereof. On that day, 37,304,677 shares of common stock were
outstanding. Each share entitles the holder to one vote.

We have enclosed with this proxy statement a copy of our Annual Report.

By Order of the Board of Directors

Sheila Jordan Cunningham
Senior Vice President,
General Counsel and Corporate Secretary

September 10, 2004

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YOUR VOTE IS IMPORTANT

Please mark, sign, and date your proxy card and return it promptly in
the enclosed envelope, whether or not you plan to attend the meeting.
Registered and most beneficial shareholders may
also vote via telephone or through the internet.

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Table of Contents
Page No.

Information about the Annual Meeting........................................................ 1
Proposal 1--Election of Directors........................................................... 4
Information about the Board of Directors........................................... 6
Proposal 2--Ratification of Appointment of Independent Auditors............................. 8
Report of the Audit Committee of the Board of Directors............................ 9
Audit Fees......................................................................... 10
Other Information........................................................................... 11
Buckeye Stock Ownership............................................................ 11
Certain Relationships and Related Transactions..................................... 13
Executive Compensation...................................................................... 13
Summary Compensation Table......................................................... 13
Options/SARs Granted in Last Fiscal Year........................................... 15
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Options/SAR Values............................................................ 16
Equity Compensation Plan Information............................................... 16
Compensation Committee Interlocks and Insider Participation........................ 17
Report of the Compensation Committee on Executive Compensation..................... 17
Performance Graph........................................................................... 19
Section 16(a) Beneficial Ownership Reporting Compliance..................................... 19
Other Matters............................................................................... 20
Exhibit A -- Nominating and Corporate Governance Committee Charter.......................... A-1
Exhibit B -- Corporate Governance Guidelines................................................ B-1
Exhibit C -- Audit Committee Charter........................................................ C-1
Exhibit D -- Compensation Committee Charter................................................. D-1

Buckeye Technologies Inc.
P.O. Box 80407
1001 Tillman Street
Memphis, Tennessee 38108-0407

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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

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Your vote is very important. Whether or not you plan to attend the
annual meeting, the Board of Directors requests that you sign, date and return
the enclosed proxy card, or vote by telephone or on the internet at your
earliest convenience. This proxy statement, the form of proxy and the Annual
Report are being sent to you in connection with this request and are being
mailed to all stockholders beginning on or about September_, 2004.

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Information about the Annual Meeting

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Date and time of the meeting

Thursday, October 28, 2004, 5:00 p.m. Central Time.

Location of the meeting

Buckeye Technologies Inc., 1001 Tillman Street, Memphis, Tennessee.

Items to be voted upon by stockholders

You will be voting on the following matters:

1. Election of Directors. To elect three Class III directors to
serve until the 2007 annual meeting of stockholders;

2. Ratification of Auditors. To ratify the selection of Ernst &
Young LLP as Buckeye's independent auditors for fiscal year
2005; and

3. Other Business. To transact such other business as may
properly come before the meeting or any adjournment of the
meeting.

Stockholders entitled to vote

You are entitled to vote your common stock if our records show that you
held your shares as of the close of business on the record date, September 3,
2004. Each stockholder is entitled to one vote for each share of common stock
held on that date. On September 3, 2004, there were 37,304,677 shares of common
stock outstanding and entitled to vote. A list of stockholders entitled to vote
on matters at the annual meeting will be available at Buckeye's headquarters
beginning on or about September 10, 2004.

Voting by proxy

You may choose one of the following ways to vote:

Vote by Internet: You can choose to vote your shares at any time using
the internet site listed on your proxy card. This site will give you the
opportunity to make your selections and confirm that your instructions have been
followed. We have designed our internet voting procedures to authenticate your
identity by use of a unique control number found on the enclosed proxy card. To
take advantage of the convenience of voting on the internet, you must subscribe
to one of the various commercial services that offers access to the world wide
web. Costs normally associated with electronic access, such as usage and
telephone charges, will be borne by you. Buckeye does not charge any separate
fees for access to its internet site. If you vote via the internet, you do not
need to return your proxy card.

Vote by Telephone: You can also vote by telephone at any time by
calling the toll-free number (for residents of the U.S.) listed on your proxy
card. To vote, enter the control number listed on your proxy card and follow the
simple recorded instructions. If you vote by telephone, you do not need to
return your proxy card.

Vote by Mail: If you choose to vote by mail, simply mark your proxy
card, and then date, sign and return it to us, before the annual meeting, in the
postage-paid envelope provided. We will then vote your shares as you direct.

Shareholders who hold their shares beneficially in street name through
a nominee (such as a broker) may be able to vote by telephone or the internet as
well as by mail. You should follow the instructions you receive from your
nominee to vote these shares.

For the election of directors, you may vote for (1) all of the
nominees, (2) none of the nominees, or (3) one or two of the nominees but not
the other(s). For each other item of business, you may vote "For" or "Against"
or you may "Abstain" from voting.

If you return your signed proxy card but do not specify how you want to
vote your shares, we will vote them

o "For" the election of our three nominees for director; and

o "For" the ratification of Ernst & Young LLP as our independent
auditors.

If any matters other than those set forth above are properly brought
before the annual meeting, the individuals named in your proxy card may vote
your shares in accordance with their best judgment.

Changing or revoking a proxy

You can change or revoke your proxy at any time before it is voted at
the annual meeting by:

(1) submitting another proxy in writing, by telephone or by the
internet as of a more recent date than that of the proxy
first given;

(2) attending the annual meeting and voting in person; or

(3) sending written notice of revocation to our corporate
secretary, Sheila Jordan Cunningham.

Votes required

If a quorum is present at the annual meeting,

o the director nominees will be elected by a plurality of the votes
cast in person or by proxy at the meeting; and

o the approval of independent auditors and all other matters
submitted to the stockholders will require the affirmative vote of
a majority of the shares of common stock present or represented by
proxy at the meeting.

Quorum

A majority of the outstanding shares, present or represented by proxy,
constitutes a quorum. A quorum is necessary to conduct business at the annual
meeting. Under Delaware law, stockholders who abstain from voting on a proposal
are treated as present and entitled to vote at the annual meeting and therefore
have the effect of a vote against the proposal. If shares of common stock are
held in the name of a broker, the failure of the broker to vote the shares is
treated as if the beneficial owner of such shares failed to vote such shares.

The cost of soliciting proxies

We will pay the cost of preparing, printing and mailing material in
connection with this solicitation of proxies. In addition to solicitation by
mail, regular employees of Buckeye and paid solicitors may make solicitations
personally and by telephone or otherwise. We will, upon request, reimburse
brokerage firms, banks and others for their reasonable out-of-pocket expenses in
forwarding proxy material to beneficial owners of stock or otherwise in
connection with this solicitation of proxies.

Stockholder proposals for the 2005 annual meeting of stockholders

In accordance with Buckeye's bylaws, stockholders' proposals intended
to be presented at the 2005 annual meeting of stockholders must be received in
writing by the Secretary of Buckeye not fewer than 60 days nor more than 90 days
prior to the 2005 annual meeting (which is expected to be held in October 2005),
in the form set forth in the bylaws, for inclusion in the proxy statement and
form of proxy relating to that meeting.

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The Proposals

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Proposal 1 -- Election of Directors

The Board of Directors is divided into three classes, with each class
elected for a three-year term. The Board has nominated the following three
persons to serve as Class III Directors: Robert E. Cannon, Henry F. Frigon and
Samuel M. Mencoff. We do not anticipate that any of these nominees will be
unavailable for election but, if such a situation arises, the proxy will be
voted in accordance with the best judgment of the named proxies unless you have
directed otherwise. The election of a director requires the affirmative vote of
a plurality of shares present or represented by proxy at the meeting. The
remaining members of the Board listed below will continue as members of the
Board until their respective terms expire, as indicated below.

Information about the three individuals nominated as directors and the
remaining members of the Board is provided below. Shares of common stock
represented by proxy cards returned to us will be voted for the nominees listed
below unless you specify otherwise.

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Nominees for Election as Class III Directors
(Terms expiring 2007)

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Robert E. Cannon, age 74, has been a director of Buckeye since March
1993 and has been Presiding Director since April 2003. He retired from Buckeye
on June 30, 2003. From March 1993 until April 2003, he served as Chairman and
Chief Executive Officer of Buckeye. He served as Dean of the College of
Management, Policy and International Affairs at the Georgia Institute of
Technology from 1991 through 1992, and Senior Vice President of Procter & Gamble
from 1989 to 1991. He was Group Vice President - Industrial Products of Procter
& Gamble, which included the operations of Buckeye Cellulose Corporation, then a
subsidiary of Procter & Gamble, from 1981 to 1989. He was President of the
subsidiary from 1971 through 1981. Robert E. Cannon is the father of R. Howard
Cannon.

Henry F. Frigon, age 69, has been a director of Buckeye since 1996. He
has been a private investor and consultant since 1995. He previously served as
Executive Vice President - Corporate Development and Strategy and Chief
Financial Officer of Hallmark Cards, Inc. from 1991 to 1995 and as President and
Chief Executive Officer of BATUS Inc. from 1983 to 1991. Mr. Frigon is a
director of H&R Block Inc., Dimon International Inc., Sypris Solutions Inc.,
Tuesday Morning Corporation and Packaging Corporation of America.

Samuel M. Mencoff, age 47, has been a director of Buckeye since 1993.
He is currently Co-President of Madison Dearborn Partners, LLC, a private equity
investment firm, which he co-founded in January 1993. He previously served as
Vice President of First Chicago Venture Capital from 1987 to 1993. Mr. Mencoff
is a director of Packaging Corporation of America, Bay State Paper Holding
Company, Jefferson Smurfit Group Limited and Great Lakes Dredge & Dock
Corporation.

The Board of Directors recommends a vote "FOR" each of the nominees listed
above.

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Incumbent Directors -- Class II
(Terms expiring 2006)

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Red Cavaney, age 61, has been a director of Buckeye since 1996. Since
October 1997 he has served as President, Chief Executive Officer and Director of
the American Petroleum Institute. He was President, Chief Executive Officer and
a director of the American Plastics Council from 1994 to 1997 immediately
following service as President of the American Forest & Paper Association and
President of its predecessor, the American Paper Institute. He is a past
Chairman of the American Society of Association Executives.

John B. Crowe, age 57, has been a director of Buckeye since August
2004. Since April 2003 he has served as President and Chief Operating Officer of
Buckeye. He was Senior Vice President, Wood Cellulose from January 2001 to April
2003. He joined Buckeye in December 1997 and was Vice President, Wood Cellulose
from January 1998 to January 2001. Prior to joining Buckeye, he was Executive
Vice President and General Manager at Alabama River Pulp and Alabama Pine Pulp
Operations from 1994 to 1997. He was Vice President and Site Manager of Flint
River Operations, a subsidiary of the Weyerhaeuser Company from 1992 to 1994.
From 1979 to 1992 he served in numerous positions with Procter & Gamble.

David B. Ferraro, age 66, has been a director of Buckeye since March
1993. Since April 2003 he has served as Chairman of the Board and Chief
Executive Officer of Buckeye. From March 1993 to April 2003 he was President and
Chief Operating Officer of Buckeye. He was Manager of Strategic Planning of The
Procter & Gamble Company from 1991 through 1992. He served as President of
Buckeye Cellulose Corporation, then a subsidiary of Procter & Gamble, from 1989
through 1991, as its Executive Vice President and Manager of Commercial
Operations from 1987 through 1989, and as its Comptroller from 1973 through
1986.

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Incumbent Directors -- Class I
(Terms expiring 2005)

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George W. Bryan, age 60, has been a director of Buckeye since April
2001. Mr. Bryan served as Chief Executive Officer of Sara Lee Foods from 1998
until his retirement in 2000 and as a Senior Vice President of the Sara Lee
Corporation between 1983 and 1998. Mr. Bryan is a director of Regions Financial
Corp.

R. Howard Cannon, age 42, has been a director of Buckeye since 1996.
Since April 2003 he has served as Senior Vice President, Wood Cellulose. He was
Vice President, Nonwovens Sales from August 2000 to April 2003 and was Manager,
Corporate Strategy from November 1999 to August 2000. Before assuming a position
with Buckeye, he was President of Dryve, Inc., a company which at one time
consisted of 33 dry cleaning operations, a position he had held since 1987. He
is co-trustee of the Cannon Family Trust. R. Howard Cannon is the son of Robert
E. Cannon.

Katherine Buckman Davis, age 42, has been a director of Buckeye since
August 2004. Since April 2000 she has been Chairman of the Board of Bulab
Holdings, Inc., the parent company of Buckman Laboratories International, Inc.
From May 1993 to May 2001, she served as Secretary of Buckman Laboratories and
as Vice President-Legal from 1994 to 2001. She currently serves as Vice Chairman
of Buckman Laboratories.

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Information about the Board of Directors

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Role of the Board

Pursuant to Delaware law, our business, property and affairs are
managed under the direction of our Board of Directors. The Board has
responsibility for establishing broad corporate policies and for the overall
performance and direction of Buckeye Technologies Inc., but is not involved in
day-to-day operations. Members of the Board keep informed of our business by
participating in Board and committee meetings, by reviewing reports sent to them
regularly, and through discussions with our executive officers. Our Board has
determined that a majority of its members are "independent" as that term is
defined in the listing standards of the New York Stock Exchange. These
independent members are George W. Bryan, Red Cavaney, Katherine Buckman Davis,
Henry F. Frigon and Samuel M. Mencoff.

Mr. Robert E. Cannon has been appointed by the Board to serve as
Presiding Director to chair meetings of the Board's executive sessions of
non-management directors. The non-management directors met in executive session
at least five times during fiscal 2004. Issues of concern may be addressed to
Mr. Cannon in written correspondence directed to him at our corporate
headquarters at 1001 Tillman Street, P.O. Box 80407, Memphis, Tennessee
38108-0407.

Board structure

Effective August 17, 2004, the size of our Board was increased from
seven to nine directors. Our Board is divided into three groups, Class I
Directors, Class II Directors, and Class III Directors. Each class of directors
is elected to serve a three-year term. This means that the Class III directors
who are elected at the 2004 meeting will serve until the 2007 annual meeting of
stockholders unless they resign or are removed.

2004 Board meetings

Buckeye's Board of Directors met nine times (exclusive of committee
meetings) during fiscal 2004, and no directors attended less than 75% of the
meetings held by the Board and by committees of which they were members.

Board committees

The Board of Directors has an Audit Committee, a Compensation Committee
and a Nominating and Corporate Governance Committee.

The Audit Committee consists of Messrs. Henry F. Frigon (Chairman), Red
Cavaney and Samuel M. Mencoff, all of whom are independent, non-employee
directors of Buckeye. The Audit Committee met nine times during fiscal year
2004. The Audit Committee has the authority and responsibility:

o to hire one or more independent public accountants to audit our
books, records and financial statements and to review our systems
of accounting (including our systems of internal control);

o to discuss with the independent accountants the results of the
annual audit and quarterly reviews;

o to conduct periodic independent reviews of the systems of
accounting (including systems of internal control);

o to make reports periodically to the Board with respect to its
findings; and

o to undertake other activities described more fully in the section
called "Report of the Audit Committee of the Board of Directors."

The Compensation Committee consists of Messrs. Samuel M. Mencoff
(Chairman), George W. Bryan and Red Cavaney, all of whom are independent
non-employee directors of Buckeye. The Compensation Committee met two times
during fiscal year 2004. The Compensation Committee is responsible for
establishing and administering Buckeye's executive compensation plan and
developing policies and guidelines for administering the plan.

The Nominating and Corporate Governance Committee consists of Messrs.
George W. Bryan (Chairman), Red Cavaney and Samuel M. Mencoff, all of whom are
independent non-employee directors of Buckeye. The Nominating and Corporate
Governance Committee met one time during fiscal year 2004. A copy of the
Nominating and Corporate Governance Committee charter is attached to this proxy
statement as Exhibit A and is available on our website at www.bkitech.com. The
Nominating and Corporate Governance Committee has the authority and
responsibility to

o assist the Board by actively identifying individuals qualified to
become Board members;

o recommend to the Board the director nominees for election at the
next annual meeting of stockholders or for appointment to the
Board, as appropriate;

o monitor significant developments in the law and practice of
corporate governance and of the duties and responsibilities of
directors of public companies;

o lead the Board and each committee of the Board in it annual
performance self-evaluation, including establishing criteria to be
used in connection with such evaluation; and

o develop and recommend to the Board and administer the Corporate
Governance Guidelines of Buckeye, a copy of which is attached
hereto as Exhibit B and is also available on our website at
www.bkitech.com.

The Committee will consider shareholder recommendations for nominees to
the Board. Nominations should be submitted to Mr. George W. Bryan, Chairman of
the Nominating and Corporate Governance Committee at our corporate headquarters
at P.O. Box 80407, 1001 Tillman Street, Memphis, Tennessee 38108-0407.

Shareholder recommendations should include the name of the candidate,
as well as relevant biographical information. The Committee will consider
candidates recommended by shareholders on the same basis as those candidates
recommended by the Committee. During the fiscal year ended June 30, 2004 , the
Committee did not engage any third party to assist it in identifying or
evaluating nominees for election to the Board.

Director compensation

Directors who are employees of Buckeye are not entitled to receive any
fees for serving as directors. However, non-employee directors receive
directors' fees in the amount of $40,000 per annum payable quarterly, in cash or
an equivalent amount of Buckeye's common stock, with the option provided to each
director to defer receipt of these fees and receive in lieu thereof, upon the
expiration of tenure as a member of the Board, a cash payment equal to the
number of shares of common stock which could have been purchased on the open
market at the time of the deferral multiplied by the fair market value of the
common stock at the time of expiration of the director's tenure.

Additionally, pursuant to Buckeye's Amended and Restated Formula Plan
for Non-Employee Directors, on November 6, 2003, Messrs. Bryan, Cavaney, R.
Cannon, Frigon and Mencoff each were granted an option to acquire 10,000 shares
of common stock at the prevailing market price at the time of the grant. On
August 17, 2004 Ms. Buckman Davis was granted an option to acquire 10,000 shares
of common stock at the prevailing market price at the time of grant. These
non-employee directors will be granted an additional option for 10,000 shares on
the date of each annual meeting of stockholders at which they are reelected to
the Board or continues their service on the Board. Under the Formula Plan, each
option that is issued on the date of an annual meeting of stockholders becomes
fully exercisable on the first anniversary of its issuance or the next regularly
scheduled annual meeting of stockholders, whichever occurs first. Each option
issued on a date other than the date of an annual meeting of stockholders
becomes fully exercisable on the first anniversary of its issuance. Future
non-employee directors newly elected or appointed to the Board will also be
entitled to receive options under the Formula Plan. Mr. Mencoff has
contractually agreed to assign to Madison Dearborn Partners, L.P., an entity for
which Mr. Mencoff's employer serves as general partner, all rights to director's
fees and options to which he may be entitled as a director of Buckeye. All
directors are reimbursed for out-of-pocket expenses related to their services as
directors.

Shareholder Communications

Shareholders who wish to communicate with the Board of Directors may
direct any inquiries or comments to Mr. Robert E. Cannon, Presiding Director, at
our corporate headquarters at P.O. Box 80407, 1001 Tillman Street, Memphis,
Tennessee 38108-0407.

Code of Business Conduct and Ethics

The Buckeye Code of Business Conduct and Ethics is available on our
website at www.bkitech.com and will be provided in print without charge to any
shareholders who submit a request in writing to Shirley Spears, Buckeye
Technologies Inc., P. O. Box 80407, 1001 Tillman Street, Memphis, Tennessee
38108-0407. The Code applies to our chief executive officer and senior financial
officers as well as to the members of our Board of directors, all other officers
and employees. The Code provides that any waiver of the Code may be made only by
the Board. Any waiver in favor of a director or executive officer will be
publicly disclosed. We plan to disclose amendments to, and waivers from, the
Code on our website listed at the beginning of this paragraph.

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Proposal 2 -- Ratification of Appointment of Independent Auditors

The Audit Committee has reappointed Ernst & Young LLP, independent
accountants, to audit and certify our financial statements for the fiscal year
ending June 30, 2005, subject to ratification by the stockholders. If the
appointment of Ernst & Young LLP is not ratified by the stockholders at the
annual meeting, the Audit Committee will reconsider its action and will appoint
auditors for the 2005 fiscal year without further stockholder action. Further,
even if the appointment is ratified by stockholder action, the Audit Committee
may at any time in the future in its discretion reconsider the appointment
without submitting the matter to a vote of stockholders. A representative of
Ernst & Young LLP is expected to be present at the meeting, will have the
opportunity to make a statement, and is expected to be available to respond to
appropriate questions. We are presenting this proposal to the stockholders for
ratification at the annual meeting.

Ratification of the selection of Ernst & Young LLP as Buckeye's
independent auditors requires the affirmative vote of the holders of a majority
of the shares of common stock represented at the annual meeting.

The Board of Directors recommends a vote "FOR" the ratification of the
appointment of Ernst & Young LLP as Buckeye's independent auditors for fiscal
year 2005.

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Report of the Audit Committee of the Board Of Directors

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The Audit Committee consists of three directors, Messrs. Henry F.
Frigon (Chairman), Red Cavaney and Samuel M. Mencoff. Each member meets the
independence and qualification standards required by the New York Stock
Exchange. The Board of Directors has determined that Messrs. Frigon and Mencoff
are "audit committee financial experts," as defined by SEC rules. The Audit
Committee operates in accordance with its written charter, which was most
recently revised in August 2004, a copy of which is attached to this proxy
statement as Exhibit C and is also available on our website at www.bkitech.com.

The Audit Committee monitors and reviews the performance of the
independent auditors and the quality and integrity of Buckeye's internal
accounting, auditing and financial reporting practices.

The Audit Committee has obtained from the independent auditors, Ernst &
Young LLP, a formal written statement describing all relationships between the
auditors and Buckeye that might bear on the auditors' independence. This
statement conforms to Independence Standards Board Standard No. 1, "Independence
Discussions with Audit Committees." The Audit Committee also has discussed with
the auditors any relationships that may impact their objectivity and
independence, and it has considered Buckeye's payment of fees to the auditors,
and the Audit Committee is satisfied that the auditors are independent of
Buckeye.

The Audit Committee has discussed with management Buckeye's audited
financial statements for the year ended June 30, 2004. The Audit Committee also
has discussed with the independent auditors the matters required to be discussed
by Statement on Auditing Standards No. 61, as amended ("Communication with Audit
Committees") and, with and without management present, discussed and reviewed
the results of the independent auditors' examination of Buckeye's financial
statements. The Audit Committee also has discussed with the independent auditors
its evaluation of Buckeye's internal controls and the overall quality of
Buckeye's financial reporting.

Based upon the results of the inquiries and actions discussed above, in
reliance upon management and Ernst & Young LLP, and subject to the limitations
of its role, the Audit Committee recommended to the Board that Buckeye's audited
financial statements be included in its Annual Report on Form 10-K for the year
ended June 30, 2004, for filing with the SEC. The Audit Committee has also
recommended the reappointment, subject to stockholder approval, of the
independent auditors, Ernst & Young LLP.

Audit Committee
Henry F. Frigon, Chairman
Red Cavaney
Samuel M. Mencoff

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Audit Fees

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During fiscal year 2004, Ernst & Young LLP not only acted as
independent auditors for Buckeye and our subsidiaries (work related to auditing
the annual financial statements for fiscal year 2004 and reviewing the financial
statements included in our Forms 10-Q) but also rendered on our behalf other
services, including tax-related services and other accounting and auditing
services. The following table sets forth the aggregate fees billed by Ernst &
Young LLP for audit services related to the most recent two fiscal years and for
other services billed in the most recent two fiscal years.

Type of Service 2004 2003
--------------- ---- ----

Audit Fees (1) $ 831,779 $480,965

Audit-Related Fees (2) 58,963 --

Tax Fees (3) 179,750 453,826

All Other Fees (4) 15,963 --
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Total $1,086,455 $934,791
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(1) Comprised of the audit of the Company's annual financial statements and
reviews of the Company's quarterly financial statements, as well as
statutory audits of Company subsidiaries, attest services, consulting
regarding audit issues, comfort letters and consents to SEC filings.

(2) Comprised of Sarbanes-Oxley Act of 2002 Section 404 consulting fees.

(3) Comprised of services for tax compliance, tax return preparation, tax
advice and tax planning.

(4) Comprised of other miscellaneous services.

The Audit Committee establishes pre-approved services for which
Buckeye's management can engage Buckeye's auditors. Any work in addition to
these pre-approved services in a quarter requires the advance approval of the
Audit Committee. The Audit Committee considers whether the provision of
permitted non-audit services is compatible with maintaining the independence of
Ernst & Young LLP.

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Other Information

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Buckeye Stock Ownership

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The following table shows the number of shares of our common stock that
were beneficially owned by (1) each person known to own more than 5% of
Buckeye's shares; (2) each director of Buckeye and each of the five most highly
compensated executive officers; and (3) all directors and executive officers of
Buckeye as a group as of August 27, 2004.

Amount and
Nature of
Beneficial
Name Ownership(1) Percent of Class(1)
----------------------------------- --------------- ---------------------

(1) FMR Corp. (2) ............................. 4,312,635 11.6
82 Devobshire Street
Boston, Massachusetts 02109

NewSouth Capital Management, Inc. (3)...... 4,087,564 11.0
1000 Ridgeway Loop Road, Suite 223
Memphis, Tennessee 38120-4023

T. Rowe Price Associates, Inc. (4)......... 3,519,100 9.4
100 E. Pratt Street
Baltimore, Maryland 21202

Dimensional Fund Advisors Inc. (5)......... 2,003,500 5.4
1299 Ocean Avenue, 11th Floor
Santa Monica, California

(2) George W. Bryan (6)........................ 40,000 *
Robert E. Cannon (7)....................... 1,696,088 4.5
R. Howard Cannon (8)....................... 1,687,586 4.5
Red Cavaney (9)............................ 90,000 *
John B. Crowe (10)......................... 158,819 *
Katherine Buckman Davis ................... 0 *
David B. Ferraro (11)...................... 1,264,681 3.4
Henry F. Frigon (9)........................ 84,000 *
Samuel M. Mencoff (9)(12).................. 516,702 1.4
Charles S. Aiken (13)...................... 246,823 *
Paul N. Horne (14)......................... 336,806 *
Kristopher J. Matula (15).................. 377,666 1.0

(3) All Directors and Executive 6,743,523 18.1
Officers as a group (14 persons) (16)

* Less than 1% of the issued and outstanding shares of common stock of
Buckeye.

(1) Unless otherwise indicated, beneficial ownership consists of sole
voting and investing power based on 37,304,677 shares issued and
outstanding as of August 27, 2004. Options to purchase an aggregate of
2,328,500 shares are exercisable or become exercisable within 60 days
of August 27, 2004. Such shares are deemed to be outstanding for the
purpose of computing the percentage of outstanding shares owned by each
person to whom a portion of such options relate but are not deemed to
be outstanding for the purpose of computing the percentage owned by any
other person.

(2) FMR Corp. filed a Schedule 13G/A with the Securities and Exchange
Commission ("SEC") on February 17, 2004, reporting that it had the sole
power to dispose or to direct the disposition of 4,312,635 shares,
which constitutes more than 5% of Buckeye's common stock.

(3) NewSouth Capital Management, Inc. filed a Schedule 13G/A with the SEC
on February 10, 2004, reporting that it had the sole power to dispose
of or direct the disposition of 4,087,564 shares, which constitutes
more than 5% of Buckeye's common stock.

(4) T. Rowe Price Associates, Inc. filed a Schedule 13G/A with the SEC on
February 4, 2004, reporting that it had the sole power to dispose of or
direct the disposition of 3,519,100 shares, which constitutes more than
5% of Buckeye's common stock.

(5) Dimensional Fund Advisors Inc. filed a Schedule 13G/A with the SEC on
February 6, 2004, reporting that it had the sole power to dispose of or
direct the disposition of 2,003,500 shares, which constitutes more than
5% of Buckeye's common stock.

(6) Includes 30,000 shares issuable upon the exercise of options.

(7) Includes 181,176 shares held by Kathryn Gracey Cannon, wife of Robert
E. Cannon, as to which Mr. Cannon disclaims beneficial ownership;
19,186 shares held in Buckeye's 401(k) and retirement plans; and
600,000 shares issuable upon the exercise of options.

(8) Includes 72,000 shares issuable upon the exercise of options. As of
August 27, 2004, also includes 1,614,410 shares held by the Cannon
Family Trust, R. Howard Cannon and Richard Prosser Guenther, Co-
Trustees.

(9) Includes 80,000 shares issuable upon the exercise of options granted
under Buckeye's stock option plan for non-employee directors.

(10) Includes 5,408 shares held in Buckeye's 401(k) and retirement plans;
2,767 shares of restricted stock issued pursuant to Buckeye's
Restricted Stock Plan; and 148,000 shares issuable upon the exercise of
options.

(11) Includes 20,780 shares held in Buckeye's 401(k) and retirement plans;
25,158 shares of restricted stock issued pursuant to Buckeye's
Restricted Stock Plan; and 450,000 shares issuable upon the exercise of
options.

(12) Mr. Mencoff has contractually agreed to assign to Madison Dearborn
Partners, L.P., an entity for which his employer serves as a general
partner, all rights to options to which Mr. Mencoff may be entitled as
a director of Buckeye.

(13) Includes 10,589 shares held in Buckeye's 401(k) and retirement plans;
3,924 shares of restricted stock issued pursuant to Buckeye's
Restricted Stock Plan; and 110,000 shares issuable upon the exercise of
options.

(14) Includes 1,787 shares held in Buckeye's 401(k) and retirement plans;
4,597 shares of restricted stock issued pursuant to Buckeye's
Restricted Stock Plan; and 132,000 shares issuable upon the exercise of
options.

(15) Includes 8,645 shares held in Buckeye's 401(k) and retirement plans;
3,555 shares of restricted stock issued pursuant to Buckeye's
Restricted Stock Plan; and 332,800 shares issuable upon the exercise of
options.

(16) Includes an aggregate of 2,328,500 shares issuable upon exercise of
options granted under the stock option plan for non-employee directors
and Buckeye's other stock option plans.

--------------------------------------------------------------------------------

Certain Relationships and Related Transactions

--------------------------------------------------------------------------------

R. Howard Cannon, a son of Presiding Director Robert E. Cannon, served
as our Vice President, Nonwovens Sales from August 2000 through April 2003, was
named our Senior Vice President, Wood Cellulose effective April 1, 2003 with an
annual base salary of $230,000 and has served as a director since 1996. During
fiscal year 2004, he received total compensation of $230,000.

--------------------------------------------------------------------------------

Executive Compensation

--------------------------------------------------------------------------------

The following summary compensation table sets forth the annual salary,
bonus compensation and long-term incentive awards paid or accrued by Buckeye for
each of fiscal years 2004, 2003 and 2002 to or for the account of the Chief
Executive Officer and the four other most highly compensated executive officers
of Buckeye (the "executive officers") for the fiscal year 2004.

--------------------------------------------------------------------------------

Summary Compensation Table

--------------------------------------------------------------------------------

Long Term
Annual Compensation Compensation Awards
------------------- -------------------

Securities
Restricted underlying All other
Fiscal Stock awards options/SARS compensation
Name and Position Year Salary($) Bonus($) ($)(1) (#)(2) ($)(3)
----------------- ------ --------- -------- ------------ ------------ ------------

David B. Ferraro.......... 2004 600,000 --- 35,759 150,000 22,550
Chairman and 2003 525,000 --- 36,797 --- 22,000
Chief 2002 500,000 --- --- 150,000 18,700
Executive Officer

John B. Crowe............. 2004 400,000 --- 8,079 110,000 18,450
President and Chief 2003 295,000 --- 7,206 --- 32,350
Operating Officer 2002 260,000 --- --- 50,000 12,750

Kristopher J. Matula...... 2004 316,667 --- 6,650 50,000 20,500
Executive Vice President and 2003 270,000 --- 8,308 --- 19,000
Chief Financial Officer 2002 260,000 --- --- 30,000 15,300

Paul N. Horne............. 2004 300,000 --- 7,700 25,000 22,550
Senior Vice President, 2003 270,000 --- 10,153 --- 22,000
Cotton Cellulose 2002 260,000 --- --- 30,000 18,700

Charles S. Aiken .. 2004 262,500 --- 4,408 25,000 22,550
Senior Vice President, 2003 240,000 --- 7,374 --- 22,000
Manufacturing 2002 235,000 --- --- 30,000 18,700

--------------------------

(1) Pursuant to Buckeye's Restricted Stock Plan, restricted shares of stock
were awarded for the executive officers during fiscal years 2004, 2003
and 2002 in the following amounts:

Mr. Ferraro, 3,780 shares, 6,143 shares, and 0 shares,
respectively;
Mr. Crowe, 854 shares, 1,203 shares, and 0 shares,
respectively;
Mr. Matula, 703 shares, 1,387 shares, and 0 shares,
respectively;
Mr. Horne, 814 shares, 1,695 shares, and 0 shares,
respectively; and
Mr. Aiken, 466 shares, 1,231 shares, and 0 shares
respectively.

The prices per share of $9.46 for fiscal year 2004 and $5.99 for fiscal
year 2003 were based on the average closing price of the common stock
on the New York Stock Exchange for the 20 business days prior to the
date of grant. Although the shares may be voted by the recipient, the
shares may not be sold, pledged or otherwise transferred before the
recipient's approved retirement from Buckeye, and if the recipient
should violate the restrictions or otherwise leave Buckeye before an
approved retirement date, the shares are subject to forfeiture. The
aggregate value of all restricted stock holdings at the end of fiscal
year 2004 was:

Mr. Ferraro -- $289,317
Mr. Crowe -- $31,820
Mr. Matula -- $40,882
Mr. Horne -- $52,865
Mr. Aiken -- $45,126

If dividends are paid to holders of common stock, holders of restricted
stock similarly will be eligible to receive dividends.

(2) Options granted in fiscal year 2004 were granted pursuant to the 1995
Stock Option Plan. The exercise price of options granted to Messrs.
Ferraro, Crowe, Matula, Horne and Aiken during fiscal 2004 was $10.77
per share. A portion of the options granted to Mr. Crowe in 2004 were
granted pursuant to the 1995 Management Stock Option Plan at an
exercise price of $7.60 per share. No options were granted in fiscal
year 2003. Options granted in 2002 were granted pursuant to the 1995
Stock Option Plan. The exercise price of options granted to Messrs.
Ferraro, Crowe, Matula, Horne and Aiken was $11.25 per share. A portion
of the options granted to Mr. Crowe in 2002 were granted pursuant to
the 1995 Management Stock Option Plan at an exercise price of $7.60 per
share. All outstanding options vest periodically over a period of five
years, except that optionees who were over the age of 57 at the time of
the option grant have shorter vesting periods. Options that have vested
may be exercised within a period of ten years from the date the options
were granted or such shorter periods as are defined in the subscription
agreements executed between Buckeye and the optionees.

(3) Amounts consist of accruals under the Buckeye Retirement Plan (the
"Retirement Plan") which is a defined contribution retirement plan
covering substantially all U.S. employees and under the Buckeye
Supplemental Retirement Plan which covers U.S. officers with less than
20 years of service. Under the Retirement Plan, Buckeye contributes 1%
of the employee's gross compensation plus 1/2% for each year of service
up to a maximum of 11% of the employee's gross compensation under the
Retirement Plan. Additionally, prior to July 1, 2004 the Retirement
Plan provided for contributions by Buckeye of shares of common stock
equal to an additional 4% of the employee's gross compensation during
years when Buckeye was financially successful based on a predetermined
financial threshold approved by the Board. The additional 4%
contribution will not be made to the Retirement Plan for fiscal year
2004 because the threshold was not reached. Effective July 1, 2004, the
Retirement Plan was amended to replace this provision for a 4%
contribution with a company match for employees' 401(k) contributions.
For each $1.00 that an employee contributes to his or her 401(k),
Buckeye will contribute $0.50 to the employee's 401(k) up to a maximum
annual company contribution of $2,000 per employee. Under the
Supplemental Retirement Plan, Buckeye accrues between 0.5% and 4% of
the officer's gross compensation. The combined annual benefit of the
Retirement Plan and the Supplemental Plan is capped at 11%. Mr. Crowe
also received taxable relocation expenses in fiscal year 2003.

--------------------------------------------------------------------------------

Options/SARs Granted in Last Fiscal Year

--------------------------------------------------------------------------------

Potential realizable value
at assumed annual rates of
stock price appreciation
Individual Grants for option term
----------------- ---------------

Number of
securities Percent of total
underlying options granted to Exercise or
options employees in base price Expiration
Name granted (#) fiscal year ($/sh) date 5%($) 10%($)
-------------------- ----------- ----------- ------ ---- ----- ------

David B. Ferraro........... 150,000 18.1% 10.77 4/20/14 1,015,979 2,574,691
John B. Crowe.............. 74,000 8.9% 10.77 4/20/14 501,216 1,270,181
John B. Crowe.............. 36,000 4.3% 7.60 4/20/14 358,135 732,226
Kristopher J. Matula....... 50,000 6.0% 10.77 4/20/14 338,660 858,230
Paul N. Horne.............. 25,000 3.0% 10.77 4/20/14 169,330 429,115
Charles S. Aiken........... 25,000 3.0% 10.77 4/20/14 169,330 429,115

--------------------------------------------------------------------------------

Aggregated Option/SAR Exercises in Last Fiscal Year
And Fiscal Year-End Option/SAR Values

--------------------------------------------------------------------------------

The following table discloses information regarding stock options held
at the end of or exercised in fiscal year 2004 for each of the executive
officers as of June 30, 2004.

Shares Securities underlying Value of unexercised
acquired on Value unexercised options in-the-money options
Name exercise realized at June 30, 2004 at June 30, 2004 (1)
------------------- ----------- -------- --------------------- --------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------

David B. Ferraro......... -- -- 450,000 150,000 $262,500 $109,500
John B. Crowe............ -- -- 144,000 152,000 $ 34,240 $245,960
Kristopher J. Matula..... 99,200 $310,939 326,800 74,000 $854,624 $ 41,000
Paul N. Horne............ -- -- 126,000 49,000 $ 70,500 $ 22,750
Charles S. Aiken......... -- -- 106,000 49,000 $ 70,500 $ 22,750

-----------------
(1) Based on $11.50 per share, the closing price on the New York Stock
Exchange as of June 30, 2004.

--------------------------------------------------------------------------------

Equity Compensation Plan Information

--------------------------------------------------------------------------------

Number of securities to Weighted-average Number of securities
be issued upon exercise exercise price of remaining available for
of outstanding options, outstanding options, future issuance under
Plan Category warrants and rights warrants and rights equity compensation plans
------------- -------------------------------------------------------------------------------

Equity compensation plans
approved by stockholders (1) 4,676,750 $13.44 28,400
Equity compensation plans not
approved by stockholders (2) 412,998 $12.23 990,368(3)
--------- ----------
Total 5,089,748 $13.35 1,018,768
========= =========

------------------

(1) Buckeye stockholders approved both the 1995 Incentive and Non-Qualified
Stock Option Plan and the 1995 Management Stock Option Plan.

(2) The Formula Plan and the Restricted Stock Plan were approved by the
unaffected members of the Board of Directors.

(3) Includes 280,000 shares reserved for issuance under the Formula Plan and
710,368 shares reserved for issuance under the Restricted Stock Plan.

--------------------------------------------------------------------------------

Compensation Committee Interlocks and Insider Participation

--------------------------------------------------------------------------------

The Compensation Committee of the Board is composed of Messrs. Samuel
M. Mencoff (Chairman), George W. Bryan and Red Cavaney, all of whom are
independent directors. No director who also serves as an executive officer
participated in deliberations regarding his own compensation.

--------------------------------------------------------------------------------

Report of the Compensation Committee on Executive Compensation

--------------------------------------------------------------------------------

The Compensation Committee of the Board of Directors is comprised of
three non-employee directors who are independent as defined under the listing
standards of the New York Stock Exchange. The Compensation Committee operates in
accordance with its written charter, a copy of which is attached to this proxy
statement as Exhibit D and is also available on our website at www.bkitech.com.
The Committee is responsible for establishing and administering Buckeye's
executive compensation programs, as well as determining the salaries,
compensation and benefits of the Chief Executive Officer and the Chief Operating
Officer. From time to time, the Compensation Committee has engaged the
consulting firm of William M. Mercer, Inc., Atlanta, Georgia, to conduct
appropriate surveys of executive compensation plans and to compile data for
comparable companies for committee comparison and review.

This report of the Compensation Committee describes the components of
Buckeye's executive officer compensation programs and describes the basis upon
which compensation is awarded to the executive officers of Buckeye.

This Compensation Committee report shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that Buckeye specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under these Acts.

Compensation Philosophy and Structure

Total compensation levels are designed to attract, retain and reward
executives who contribute to Buckeye's long-term success. Compensation for
Buckeye executives is comprised of three principal components: salary and
benefits, annual at risk compensation, and long-term, equity-based incentive
compensation. The Compensation Committee believes that executive compensation
should be materially influenced by Buckeye's financial performance and, as such,
the Committee has approved an executive compensation program that places a
significant portion of executive compensation "at risk" dependent upon the
company's and each individual's performance against clearly established
criteria.

Buckeye seeks to provide salary and benefit levels that are comparable
to those of companies that perform similarly. Salary targets are established for
various officer positions based on surveys of relevant industries conducted by
an outside compensation consultant. Utilizing these targets, individual salaries
are established to reflect the officer's performance in meeting the company's
objectives.

Buckeye has a broad-based profit sharing plan for company employees,
and under this plan, bonuses of up to 15% of base salary are achievable
depending upon Buckeye's business performance measured against specific annual
financial targets. Additionally, Buckeye has an At Risk Compensation ("ARC") for
officers and certain other employees. ARC participants are eligible to receive
payments based on Buckeye's business performance and the individual's role in
contributing to the success of Buckeye. Because of Buckeye's poor financial
performance in

the 2003 and 2004 fiscal years, Buckeye paid no bonuses in those years under
either the broad-based profit sharing plan or under the ARC program.

In addition, from time-to-time, Buckeye makes long-term incentive
awards to officers and certain other employees of (1) incentive and
non-qualified stock options from stock option plans previously approved by the
stockholders and (2) restricted stock from treasury shares of common stock set
aside by Buckeye pursuant to the Restricted Stock Plan approved by the Board of
Directors. The purpose of these awards is to focus the recipient's attention on
the long-term performance of the business and to strengthen the alignment of
stockholder and employee interests in share price appreciation. Restricted stock
has been issued to certain Buckeye officers under the Restricted Stock Plan, at
the fair market value of the common stock based on the average closing price on
the New York Stock Exchange for the 20 business days prior to the date of grant,
as a supplemental retirement benefit to partially offset the loss of benefits
under Buckeye's defined contribution plans resulting from the cap on wages
required by applicable rules and regulations.

Chief Executive Officer and Chief Operating Officer

Policies with respect to the compensation of the Chief Executive
Officer and the Chief Operating Officer are essentially the same as those for
other officers, except that their compensation, including the criteria used for
determining their ARC, is directly established by the Compensation Committee.
The salary and bonus compensation of the Chief Executive Officer and the Chief
Operating Officer for fiscal year 2004 reflect Buckeye's overall performance
during the period. Neither the Chief Executive Officer nor the Chief Operating
Officer received an ARC award for fiscal year 2004.

The Compensation Committee believes that the compensation levels of
Buckeye's executive officers are competitive and reasonably comparable with the
compensation and benefits paid to executive officers of companies that generate
similar financial results.

Compensation Committee
Samuel M. Mencoff, Chairman
George W. Bryan
Red Cavaney

--------------------------------------------------------------------------------

Performance Graph

--------------------------------------------------------------------------------

The following graph compares the cumulative total stockholder returns
from June 30, 1999 through June 30, 2004 with returns based on the S&P 500 Index
and the New York Stock Exchange (NYSE) listed Paper and Allied Products
companies (SIC 2600-2699 U.S. and foreign companies). The graph assumes $100
invested on June 30, 1999, and the reinvestment of any dividends paid on account
of the investments.

[TABULAR REPRESENTATION OF LINE CHART]

Total Returns Index 06/1999 06/2000 06/2001 06/2002 06/2003 06/2004
------- ------- ------- ------- ------- -------

Buckeye Technologies Inc........................... 100.0 144.4 94.8 64.5 44.8 75.7
S&P 500 Stocks..................................... 100.0 107.4 91.7 75.2 75.5 90.0
NYSE Paper Stocks.................................. 100.0 83.6 99.4 116.5 105.9 137.6

--------------------------------------------------------------------------------

Section 16(a) Beneficial Ownership Reporting Compliance

--------------------------------------------------------------------------------

The federal securities laws require Buckeye's directors and executive
officers, and persons who beneficially own more than 10% of a registered class
of Buckeye's equity securities, to file with the SEC initial reports of
ownership and reports of changes in ownership of any securities of Buckeye. To
Buckeye's knowledge, based solely on review of the copies of such reports
furnished to Buckeye and representations by certain reporting persons, all of
Buckeye's officers, directors and greater than 10% beneficial owners made all
filings required in a timely manner.

--------------------------------------------------------------------------------

Other Matters

--------------------------------------------------------------------------------

The Board of Directors knows of no matters other than those discussed
in this proxy statement which will be presented at the 2004 annual meeting of
stockholders. However, if any other matters are properly brought before the
meeting, any proxy given pursuant to this solicitation will be voted in
accordance with the recommendations of management.

Upon the written request of any record holder or beneficial owner of
common stock entitled to vote at the annual meeting, we will provide, without
charge, a copy of our Annual Report on Form 10-K for the year ended June 30,
2004. Requests should be directed to Shirley Spears, Buckeye Technologies Inc.,
P.O. Box 80407, 1001 Tillman Street, Memphis, Tennessee 38108-0407, (901)
320-8125.

BY ORDER OF THE BOARD OF DIRECTORS

Sheila Jordan Cunningham
Senior Vice President,
General Counsel and Corporate Secretary

Memphis, Tennessee
September 10, 2004

Exhibit A

Nominating and Corporate Governance Committee Charter

Purpose

The Committee is established by the Board of Directors for the
following purposes:

(i) assisting the Board by actively identifying individuals
qualified to become Board members,

(ii) recommending to the Board the director nominees for election at
the next annual meeting of stockholders or for appointment to
the Board, as appropriate,

(iii) monitoring significant developments in the law and practice of
corporate governance and of the duties and responsibilities of
directors of public companies,

(iv) leading the Board and each committee of the Board in its annual
performance self-evaluation, including establishing criteria to
be used in connection with such evaluation,

(v) developing and recommending to the Board and administering the
Corporate Governance Guidelines of the Company.

Composition

1. Members. The Committee shall consist of as many members as the
Board shall determine, but in any event not fewer than three
members. The members of the Committee shall be appointed annually
by the Board upon the recommendation of the Committee.

2. Qualifications. Each member of the Committee shall meet all
applicable independence and other requirements of law and the New
York Stock Exchange.

3. Chair. The Chair of the Committee shall be appointed by the Board
upon the recommendation of the Committee.

2. Agenda. The Chair of the Committee shall develop and set the
Committee's agenda, in consultation with other members of the
Committee, the Board and management. The agenda and information
concerning the business to be conducted at each Committee meeting
shall, to the extent practical, be communicated to the members of
the Committee sufficiently in advance of each meeting to permit
meaningful review.

3. Report to Board. The Committee shall report its actions to the
Board at the next regularly scheduled Board meeting after such
action was taken and shall submit to the Board the minutes of its
meetings.

4. Self-Evaluation; Assessment of Charter. The Committee shall
conduct an annual performance self-evaluation and shall report to
the Board the results of the self-evaluation. The Committee shall
assess the adequacy of this Charter periodically and recommend any
changes to the Board.

A-1

Authority and Duties

1. The Committee shall identify and recommend to the Board
nominees for election or re-election to the Board, or for
appointment to fill any vacancy that is anticipated or has
arisen on the Board, in accordance with the criteria, policies
and principles set forth in the Company's Corporate Governance
Guidelines and this Charter. The Committee shall report to the
Board periodically on the status of these efforts. The
Committee shall review candidates for the Board recommended by
stockholders. The invitation to join the Board shall be
extended by the Chair of the Board.

2. The Committee shall review with the Board, on an annual basis,
the size and structure of the Board, as well as the current
composition of the Board in light of the characteristics of
independence, age, skills, experience, diversity and
availability of service to the Company of its members and of
anticipated needs. The Committee shall establish and review
with the Board the appropriate skills and characteristics
required of Board members.

3. The Committee shall, upon a significant change in a director's
principal occupation, review, as appropriate and in light of
the then current Board policies as reflected in the Corporate
Governance Guidelines, the continued Board membership of such
director.

4. The Committee shall establish and oversee the Company's
director orientation and continuing education programs and
review and revise those programs as appropriate.

5. The Committee shall advise the Board periodically with respect
to significant developments in the law and practice of
corporate governance as well as the Company's compliance with
the Company's Corporate Governance Guidelines and applicable
laws and regulations, and make recommendations to the Board on
all matters of corporate governance and on any corrective
action to be taken, as the Committee may deem appropriate.

6. The Committee shall establish criteria and processes for, and
lead the Board and each committee of the Board in, its annual
performance self-evaluation. Each performance self-evaluation
shall be discussed with the Board following the end of each
fiscal year. Each performance self-evaluation shall focus on
the contribution to the Company by the Board, by each
individual director and by each committee, and shall
specifically focus on areas in which a better contribution
could be made.

7. The Committee shall review and establish, for approval by the
full Board, succession planning and retention practices for
the Chief Executive Officer and the President/Chief Operating
Officer of the Company.

8. The Committee shall establish procedures to help shareholders
communicate with the non-management directors of the Company.

9. The Committee shall evaluate any shareholder proposals
relating to the Committee's mandate and recommend responses to
such shareholder proposals to the Board.

The foregoing list of duties is not exhaustive, and the Committee may,
in addition, perform such other functions as may be necessary or appropriate for
the performance of its duties. The Committee shall have the power to delegate
its authority and duties to subcommittees or individual members of the Committee
as it deems appropriate.

The Committee shall have the power to retain search firms or advisors to
identify director candidates. The Committee may also retain counsel or other
advisors, as it deems appropriate. The Committee shall have sole authority to
retain and terminate such search firms or advisors and to review and approve
such search firm or advisor's fees and other retention terms.

A-2

Exhibit B

Corporate Governance Guidelines

The Buckeye Technologies Inc. Board of Directors has adopted these
guidelines to reflect the Company's commitment to good corporate governance, and
to comply with New York Stock Exchange and other legal requirements. In
furtherance of these goals the Board will also adopt a Company Code of Business
Conduct and Ethics and written charters for each of its Nominating and Corporate
Governance Committee, Compensation Committee and Audit Committee. The Nominating
and Corporate Governance Committee will periodically review these guidelines and
propose modification to the Board for consideration as appropriate.

I. Director Responsibilities

A. Basic Responsibilities
----------------------

The business affairs of the Company are managed under the direction of
the Board, which represents and is accountable to the stockholders of the
Company. The Board's responsibilities are active and not passive and include the
responsibility to regularly evaluate the strategic direction of the Company,
management policies and the effectiveness with which management implements its
policies.

The basic responsibility of the directors is to act in good faith and
with due care so as to exercise their business judgment on an informed basis in
what they reasonably and honestly believe to be in the best interests of the
Company and its stockholders. In discharging that obligation, the directors
should inform themselves of all relevant information reasonably available to
them. Directors should exhibit high standards of integrity and commitment and
should devote sufficient time and energy to diligently perform their duties,
including attending Board and Committee meetings and reviewing materials in
advance of the meetings.

B. Board, Committee and Annual Stockholder Meetings
------------------------------------------------

Directors are expected to prepare for and use reasonable efforts to
participate in Board meetings and meetings of committees on which they serve.
The Board and each committee will meet as frequently as necessary to properly
discharge their responsibilities, provided that the full Board will meet at
least four times per year. In addition, when the annual stockholders meeting is
held on the same day as a Board meeting, directors are expected to use
reasonable efforts to attend the annual stockholders meeting.

The Chair, in conjunction with the Presiding Director, will prepare the
agenda for each Board meeting. While the Chair of the Board will set the agenda
initially, each director is free to suggest the inclusion of items on the
agenda.

Information and data that are important to the Board's understanding of
the business to be conducted at a Board or committee meeting should, to the
extent practical, be distributed in writing to the directors sufficiently in
advance of the meeting to permit meaningful review. Directors are expected to
review in detail the provided materials in advance of each meeting.

C. Meetings of Non-Management Directors
------------------------------------

The non-management directors will meet without executive directors at
regularly scheduled executive sessions at least twice per year and at such other
times as they deem appropriate. In addition, the independent directors of the
Company will meet in executive session at least once annually.

B-1

The non-management directors will designate a director from among their
number to preside at all executive sessions of the non-management directors.

In order to facilitate the ability of interested parties to communicate
with and make their concerns known to the non-management directors on a
confidential basis, the non-management directors will establish a mailing
address to which such communications may be sent and publish the address in the
Company's annual proxy statement and on the Company's website.

D. Board Interaction with Institutional Investors, Research Analysts
-----------------------------------------------------------------
and the Media
-------------

As a general rule, management will speak on behalf of the Company.
Comments and other statements from the entire Board, if appropriate, will
generally be made by the Chief Executive Officer. It is suggested that, in
normal circumstances, each director will refer all inquiries from third parties
to management.

E. Communications with Stockholders
--------------------------------

In addition to providing a means for communicating with non-management
directors, the Company will establish an electronic mailing address and a
physical mailing address to which stockholders may communicate their views
regarding the Company to the entire Board and the Company will publish the
addresses in the Company's annual proxy statement and on the Company's website.
The Company's processes for collecting and organizing stockholder communications
to the Board should be approved by a majority of independent directors.

II. Composition and Selection of the Board

A. Size and Composition of the Board
---------------------------------

The Company's charter provides that the Company will not have more
than fifteen directors. The current size of the Board is seven, which the Board
intends to expand to nine. The Board will assess its size from time to time to
determine whether its size continues to be appropriate.

B. Board Membership Criteria
-------------------------

The Board will have a majority of directors who meet the criteria for
independence required by the New York Stock Exchange. The Board will monitor its
compliance with the New York Stock Exchange requirements for director
independence on an ongoing basis. Each independent director is expected to
notify the Chair of the Nominating and Corporate Governance Committee, as soon
as reasonably practicable, in the event that his or her personal circumstances
change in a manner that may affect the Board's evaluation of such director's
independence.

The Nominating and Corporate Governance Committee is responsible for
reviewing with the Board, on an annual basis, the composition of the Board as a
whole, and whether the Company is being well served by the directors taking into
account the director's independence, age, skills, experience, diversity and
availability for service to the Company.

The Nominating and Corporate Governance Committee will recommend
director nominees to the Board in accordance with the policies and principles in
its Charter and any other procedures or criteria it may establish from time to
time. The Nominating and Corporate Governance Committee will review all
candidates for nomination to the Board submitted by stockholders and shall
periodically review the company's procedures for stockholder nominations of
directors. In furtherance of such stockholder action, the Company shall
designate in its proxy and on its website a means for stockholders to recommend
director nominees to the Nominating and Corporate Governance Committee. The
invitation to join the Board should be extended by the Chair of the Board.

B-2

C. Membership on Other Boards
--------------------------

Directors must inform the Chair of the Board and the Chair of the
Nominating and Corporate Governance Committee in advance of accepting an
invitation to serve on another public company board.

D. Changes in Current Job Responsibility
-------------------------------------

Directors, including employee directors, who retire from or change the
job or the principal responsibility they held when they were selected for the
Board will submit their resignation from the Board in order to give the Board an
opportunity, through the Nominating and Corporate Governance Committee, to
review whether it is appropriate for such director to continue to be a member of
the Board under these circumstances.

E. Term Limits and Mandatory Retirement
------------------------------------

The Board has not established any term limits to an individual's
membership on the Board. As an alternative to term limits, the Nominating and
Corporate Governance Committee will, as part of its annual assessment of the
composition of the Board, review a director's continuation on the Board. Except
for the Company's founding Chief Executive Officer Robert E. Cannon, no director
having attained the age of 70 will be nominated for re-election or
re-appointment to the Board.

III. Board Committees

A. Composition and Responsibilities
--------------------------------

The Board will have at all times an Audit Committee, a Compensation
Committee, a Nominating and Corporate Governance Committee, a Non-Employee
Directors Compensation Committee and any other committees the Board deems
appropriate. All of the members of the Audit Committee, the Compensation
Committee, and the Nominating and Corporate Governance Committee will be
independent directors under the criteria for independence required by law and
the New York Stock Exchange. The members of the Compensation Committee, the
Nominating and Corporate Governance Committee, and the Audit Committee will be
appointed by the Board upon recommendation of the Nominating and Corporate
Governance Committee based on each committee's member qualification standards.
Consideration should be given to the desires, skills and characteristics of
individual directors. The Board will appoint the Chair of each committee.

B. Charters
--------

The Board will adopt charters setting forth the purposes, goals and
responsibilities of each of the Audit Committee, Compensation Committee,
Nominating and Corporate Governance Committee and any other committees the Board
deems appropriate, as well as qualifications for committee membership,
procedures for committee member appointment and removal, committee structure and
operations and committee reporting to the Board.

IV. Director Access to Officers, Employees and Independent Advisors

A. Access to Management and Employees
----------------------------------

Directors have full and unrestricted access to officers and employees
of the Company.

B. Access to Independent Advisors
------------------------------

The Board and each committee have the power to hire independent legal,
financial or other advisors as they may deem necessary, without consulting or
obtaining the approval of any officer of the Company in advance. The Company
will provide sufficient funding to the Board and to each committee, as
determined by the Board and each

B-3

of its committees, to exercise their functions and provide compensation for the
services of their advisors and, in the case of the Audit Committee, independent
auditors.

C. Internal Reporting
------------------

The Audit Committee will encourage submission, and establish procedures
for the confidential treatment by the appropriate officers, under the
supervision of the Audit Committee, of complaints and concerns by officers and
employees regarding accounting and auditing matters and of reports regarding
alleged violations of the Company Code of Business Conduct and Ethics or other
Company policies or law.

The senior executives of the Company are encouraged to initiate direct
contact with the Chairman of the Board, the Presiding Director, or the Chair of
the Audit Committee if they believe that there is a matter that should be
brought to the attention of the Board.

V. Director Orientation and Continuing Education

All new directors should be provided with these Corporate Governance
Guidelines and will participate in the Company's orientation initiatives as soon
as practicable after their election or appointment to the Board. The initiatives
will include presentations by senior management and outside advisors as
appropriate to familiarize new directors with the Company's business, its
strategic plans, its significant financial, accounting and risk management
issues and its compliance programs as well as their fiduciary duties and
responsibilities as directors. All other directors are also invited to attend
any orientation initiatives.

The Nominating and Corporate Governance Committee and members of senior
management of the Company as well as appropriate outside advisors will
periodically report to the Board on any significant developments in the law and
practice of corporate governance and other matters relating to the duties and
responsibilities of directors in general.

VI. Director Compensation

The Non-Employee Director Compensation Committee will annually review
and recommend, and the Board will approve, the form and amount of director
compensation in accordance with the corporate policies and principles relevant
to director compensation. It is the Company's policy that a significant portion
of director compensation be in the form of Company stock or equity-based awards.
The Board will consider that directors' independence may be jeopardized if
director compensation and perquisites exceed customary levels, if the Company
makes substantial charitable contributions to organizations with which a
director is affiliated, or if the Company enters into consulting contracts with
(or provides other indirect forms of compensation to) a director or an
organization with which the director is affiliated.

VII. CEO Evaluation and Management Succession

The Compensation Committee will review and approve corporate goals and
objectives relevant to the compensation of the Chief Executive Officer and the
President/Chief Operating Officer, evaluate their performance based on these
goals and objectives and have sole authority to determine their compensation
level based on this evaluation. The Board of Directors will review the
Compensation Committee's report in order to ensure that the Chief Executive
Officer and the President/Chief Operating Officer are providing the necessary
leadership for the Company in the long- and short-term.

The Nominating and Corporate Governance Committee will report to the
Board at least annually on succession planning for the Chair/Chief Executive
Officer and the President/Chief Operating Officer. The Board will work with the
Nominating and Corporate Governance Committee to evaluate and, as necessary,
nominate a successor to the Chair/Chief Executive Officer and the
President/Chief Operating Officer. The Chief Executive Officer should at all
times make available to the Board his or her recommendations and evaluations of
potential

B-4

successors to his own and other senior management positions, including in the
event of an unexpected emergency, along with a review of any development plans
recommended for such individuals.

VIII. Annual Performance Evaluation

The Nominating and Corporate Governance Committee, on behalf of the
Board, will conduct an annual evaluation of the Board, of each individual
director, and of each committee to determine whether each of them is functioning
effectively, and will submit a report to the full Board at the end of the
review. The review will be discussed with the full Board following the end of
each fiscal year.

The assessment will focus on the contribution to the Company by the
Board, by each individual director and by each committee, and will specifically
focus on areas in which the Nominating and Corporate Governance Committee
believes a better contribution could be made. The Nominating and Corporate
Governance Committee will establish the criteria to be used in such evaluations.

IX. Director Insurance, Indemnification and Exculpation

The Company intends to, and the directors will be entitled to have the
Company, purchase reasonable directors' and officers' liability insurance on
behalf of the directors to the extent reasonably available. In addition, the
directors will receive the benefits of indemnification provided by the Company's
Certificate of Incorporation, By-laws and any indemnification agreements, as
well as the provisions regarding absence of personal liability contained in the
Company's Certificate of Incorporation.

B-5

Exhibit C

Audit Committee Charter

Purpose

The Committee is established by the Board of Directors primarily for
the purpose of overseeing the accounting and financial reporting processes of
the Company and audits of the financial statements of the Company.

The Committee is responsible for assisting the Board's oversight of (1)
the quality and integrity of the Company's financial statements and related
disclosure, (2) the independent auditor's qualifications and independence, (3)
the performance of the Company's internal audit function and independent auditor
and (4) the Company's compliance with legal and regulatory requirements.

Composition

1. Members. The Committee shall consist of as many
members as the Board shall determine, but in any
event not fewer than three members. The members of
the Committee shall be appointed annually by the
Board upon the recommendation of the Nominating and
Corporate Governance Committee.

2. Qualifications. The Board shall make a good faith
determination that each member of the Committee meets
all applicable independence, financial literacy and
other requirements of law and the New York Stock
Exchange. At least one member shall be a financial
expert as defined by the Securities and Exchange
Commission.

No member of the Committee shall receive directly or
indirectly any compensation from the Company other
than his or her Directors' fees and benefits.

3. Chair. The Chair of the Committee shall be appointed
by the Board upon the recommendation of the
Nominating and Corporate Governance Committee.

Operations

1. Meetings. The Chair of the Committee, in consultation
with the Committee members, shall determine the
schedule and frequency of the Committee meetings,
provided that the Committee shall meet at least four
times per year. The Committee shall meet separately,
periodically, with management, the internal auditors
and the independent auditor. The Committee shall keep
minutes of its meetings.

2. Agenda. The Chair of the Committee shall develop and
set the Committee's agenda, in consultation with other
members of the Committee, the Board and management.
The agenda and information concerning the business to
be conducted at each Committee meeting shall, to the
extent practical, be communicated to the members of
the Committee sufficiently in advance of each meeting
to permit meaningful review.

3. Report to Board. The Committee shall report regularly
to the entire Board.

4. Self-Evaluation; Assessment of Charter. The Committee
shall conduct an annual performance self-evaluation
and shall report to the entire Board the results of
the self-

C-1

evaluation. The Committee shall assess the adequacy of
this Charter on a periodic basis and recommend any
changes to the Board.

Authority and Duties

Independent Auditor's Qualifications and Independence
-----------------------------------------------------

1. The Committee shall be directly responsible for the
appointment, retention, compensation and oversight of
the work of the independent auditor employed by the
Company for the purpose of preparing or issuing an
audit report or related work. The independent auditor
shall report directly to the Committee. The Committee
may consult with management or other Directors, but
shall not delegate these responsibilities.

2. The Committee shall have the sole authority to
preapprove any non-audit services to be provided by
the independent auditor. The Committee shall review
with the lead audit partner whether any of the audit
team members receive any discretionary compensation
from the audit firm with respect to non-audit services
performed by the independent auditor.

3. The Committee shall obtain and review with the lead
audit partner and a more senior representative of the
independent auditor, annually or more frequently as
the Committee considers appropriate, a report by the
independent auditor describing: the independent
auditor's internal quality-control procedures; any
material issues raised by the most recent internal
quality-control review, or peer review, of the
independent auditor, or by any inquiry, review or
investigation by governmental, professional or other
regulatory authorities, within the preceding five
years, respecting independent audits carried out by
the independent auditor, and any steps taken to deal
with these issues; and (to assess the independent
auditor's independence) all relationships between the
independent auditor and the Company. The Committee
shall, in addition to assuring the regular rotation of
the lead (or coordinating) audit partner and the audit
partner responsible for reviewing the audit, consider
whether there should be regular rotation of the audit
firm.

4. The Committee shall review the experience,
qualifications and performance of the senior members
of the independent auditor team.

5. The Committee shall set clear hiring policies for any
employee or former employee of the independent auditor
who was a member of the Company's audit team.

Financial Statements and Related Disclosure
-------------------------------------------

6. The Committee shall review the annual audited
financial statements with management and the
independent auditor, including the Company's
disclosures under "Management's Discussion and
Analysis of Financial Condition and Results of
Operations," prior to the filing of the Company's
Form 10-K and recommend to the Board of Directors
whether the audited financial statements should be
included in the Company's Form 10-K.

7. The Committee shall review the quarterly financial
statements with management and the independent
auditor, including the Company's disclosures under
"Management's Discussion and Analysis of Financial
Condition and Results of Operations," prior to the
filing of the Company's Form 10-Q, including the
results of the independent auditors' review of the
quarterly financial statements.

C-2

8. The Committee shall review generally with management
earnings press releases and the nature of the
financial information and earnings guidance provided
to analysts and rating agencies.

9. The Committee shall review with the independent
auditor: (a) all critical accounting policies and
practices to be used by the Company in preparing its
financial statements, (b) all alternative treatments
of financial information within GAAP that have been
discussed with management, ramifications of the use
of these alternative disclosures and treatments, and
` the treatment preferred by the independent auditor,
and (c) other material communications between the
independent auditor and management, such as any
management letter or schedule of unadjusted
differences. In addition, the Committee shall review
with the independent auditor any audit problems or
difficulties and management's response, and any
significant disagreements with management.

10. The Committee shall prepare the report required by
the Securities and Exchange Commission to be included
in the Company's annual proxy statement.

Performance of the Internal Audit Function and Independent Auditors
-------------------------------------------------------------------

11. The Committee shall review with management, the
internal auditor and the independent auditor the
scope, planning and staffing of the proposed audit for
the current year. The Committee shall also review the
internal audit function's organization,
responsibilities, plans, results, budget and staffing.
In addition, management shall consult with the
Committee on the appointment, replacement,
reassignment or dismissal of the principal internal
auditor. The Committee shall review with management,
the internal auditor and the independent auditor the
quality, adequacy and effectiveness of the Company's
internal controls and any significant deficiencies or
material weaknesses in internal controls.

12. The Committee shall review the Company's policies with
respect to risk assessment and risk management.

Compliance with Legal and Regulatory Requirements
-------------------------------------------------

13. The Committee shall review with management, and any
internal or external counsel as the Committee
considers appropriate, any legal matters (including
the status of pending litigation) that may have a
material impact on the Company and any material
reports or inquiries from regulatory or governmental
agencies.

14. The Committee shall establish procedures for (a) the
receipt, retention and treatment of complaints
received by the Company regarding accounting,
internal accounting controls, auditing matters or
potential violations of law and (b) the confidential,
anonymous submission by employees of the Company of
concerns regarding questionable accounting or
auditing matters or potential violations of law.

The foregoing list of duties is not exhaustive, and the Committee may,
in addition, perform such other functions as may be necessary or appropriate for
the performance of its oversight function. The Committee shall have the power to
delegate its authority and duties to subcommittees or individual members of the
Committee as it deems appropriate. The Committee shall be given the resources
and assistance necessary to discharge its oversight role, including appropriate
funding, as determined by the Committee, and full access to all Company books,
records, facilities and personnel. The Committee may retain counsel, auditors or
other advisors, in its sole discretion.

C-3

Clarification of Audit Committee's Role

The Committee's responsibility is primarily one of oversight. It is the
responsibility of the Company's management to prepare consolidated financial
statements in accordance with applicable law and regulations and of the
Company's independent auditor to audit those financial statements. Therefore,
each member of the Committee shall be entitled to rely, to the fullest extent
permitted by law, on the integrity of those persons and organizations within and
outside the Company from whom he or she receives information, and the accuracy
of the financial and other information provided to the Committee by such persons
or organizations.

C-4

Exhibit D

Compensation Committee Charter
Purpose

The Compensation Committee (the "Committee") discharges the
responsibilities of the Board of Directors relating to all compensation,
including equity compensation, of Company executives. The Committee has overall
responsibility for evaluating and overseeing compensation policies and programs
for executive officers, including compensation under the Company's equity
incentive plans.

Composition

1. Members. The Committee shall consist of as many members as the
Board shall determine, but in any event not fewer than three
members. The members of the Committee shall be appointed
annually by the Board upon the recommendation of the
Nominating and Corporate Governance Committee.

2. Qualifications. The Board shall make a good faith
determination that each member of the Committee (i) meets all
applicable independence requirements of the New York Stock
Exchange ("Independence Requirements"), (ii) is a
"non-employee director" within the meaning of the rules
promulgated under Section 16(b) of the Securities Exchange Act
of 1934, as amended ("Section 16"), and (iii) is an "outside
director" for purposes of the regulations promulgated under
Section 162(m) of the Internal Revenue Code of 1986, as
amended ("Section 162(m)").

3. Chair. The Chair of the Committee shall be appointed by the
Board.

4. Removal and Replacement. The members of the Committee may be
removed or replaced, and any vacancies on the Committee shall
be filled, by the Board upon the recommendation of the
Nominating and Corporate Governance Committee. In addition,
membership on the Committee shall automatically end at such
time as the Board determines that a member (i) ceases to meet
the independence requirements of the New York Stock Exchange,
(ii) ceases to be a "non-employee director" for purposes of
Section 16, or (iii) ceases to be an outside director for
purposes of Section 162(m).

Operations

2. Agenda. The Chair of the Committee shall develop and set the
Committee's agenda, in consultation with other members of the
Committee, the Board and management. The agenda and
information concerning the business to be conducted at each
Committee meeting shall, to the extent practical, be
communicated to the members of the Committee sufficiently in
advance of each meeting to permit meaningful review.

3. Report to Board. The Committee shall report to the Board at
the Board's next regularly scheduled meeting following the
Committee meeting accompanied by any recommendations to the
Board approved by the Committee.

4. Self-Evaluation; Assessment of Charter. The Committee shall
conduct an annual performance self-evaluation and shall report
to the Board the results of the self-evaluation. The Committee
shall assess the adequacy of this Charter on an annual basis
and recommend any changes to the Board.

D-1

PURPOSE, AUTHORITY AND DUTIES

1. The Committee shall approve and oversee the total compensation
package for the Company's senior executive officers, including,
without limitation, their base salaries, annual incentives,
deferred compensation (including any mandatory deferral or any
opportunity for voluntary deferral), stock options and other
equity-based compensation, incentive compensation, supplemental
and incidental benefits and perquisites. The Committee shall make
all determinations and take any actions that are reasonably
appropriate or necessary in the course of establishing the
compensation of the Company's executives.

2. The Committee shall review and approve corporate goals and
objectives relevant to the compensation of the Company's Chief
Executive Officer and President/Chief Operating Officer, evaluate
their performance in light of those goals and objectives, and,
either as a committee or, if directed by the Board, together with
any or all members of the Board who satisfy the Independence
Requirements (the "Independent Directors"), determine the
compensation level of the Chief Executive Officer and
President/Chief Operating Office based on this evaluation. The
Committee and the Independent Directors may discuss the
compensation of the Chief Executive Officer and the
President/Chief Operating Officer with any member of the Board.
In determining the long-term incentive component of the Chief
Executive Officer's and the President/Chief Operating Officer's
compensation, the Committee shall consider, without limitation,
the Company's performance and relative shareholder return, the
value of similar incentive awards to chief executive officers and
chief operating officers at comparable companies, and the awards
given to them in past years.

4. The Committee shall review and approve the disclosure regarding
compensation matters in the Company's annual proxy statement and
shall produce an annual report on executive compensation as
required by the Securities and Exchange Commission (the "SEC") to
be included in the Company's annual proxy statement, or its
annual report on Form 10-K, as applicable.

5. The Committee has overall responsibility for evaluating and
making recommendations to the Board regarding the Company's
executive compensation philosophy, policies and programs for
employees other than the Chief Executive Officer and
President/Chief Operating Officer, including the Company's
equity-based and incentive compensation plans.

6. The Committee shall oversee the Company's policies on structuring
compensation programs for executive officers to preserve tax
deductibility and, as and when required, establish and certify
the attainment of performance goals pursuant to Section 162(m).

The foregoing list of duties is not exhaustive, and the Committee may,
in addition, perform such other functions as may be necessary or appropriate for
the performance of its duties. The Committee shall have the power to delegate
its authority and duties to subcommittees, individual members of the Committee,
other members of the Board or management, as it deems appropriate, in accordance
with applicable laws and regulations.

The Committee shall have the power to retain compensation consultants
having special competence to assist the Committee in evaluating executive
compensation. The Committee may also retain counsel, accountants or other
advisors, as it deems appropriate. The Committee shall have the sole authority
to retain and terminate the consultants or advisors and to review and approve
the consultants' or advisors' fees and other retention terms.

D-2

Buckeye Technologies Inc.
Annual Meeting of Stockholders
Thursday, October 28, 2004
5:00 p.m. Central Time

THERE ARE THREE WAYS TO VOTE YOUR PROXY

INTERNET VOTING TELEPHONE VOTING VOTING BY MAIL

Visit the Internet voting website This method of voting is available Simply mark, sign and date your
at http://proxy.georgeson.com. for residents of the U.S. and Proxy Card and return it in the
Enter the COMPANY NUMBER and Canada. On a touch tone telephone, postage-paid envelope. Any mailed
CONTROL NUMBER shown below and call TOLL FREE 1-877-260-0388, 24 Proxy Card must be received prior
follow the instructions on your hours a day, 7 days a week. You to the vote at the meeting. If you
screen. You will incur only your will be asked to enter ONLY the are voting by telephone or the
usual Internet charges. Available CONTROL NUMBER shown below. Have Internet, please do not mail your
until 5:00 p.m. Eastern Time on your Proxy Card ready, then follow card.
Wednesday, October 27, 2004. the prerecorded instructions. Your
vote will be confirmed and cast as
you directed. Available until 5:00
p.m. Eastern Time on Wednesday,
October 27, 2004.

-------------- --------------
COMPANY NUMBER CONTROL NUMBER
-------------- --------------

PLEASE DETACH PROXY HERE

--------------------------------------------------------------------------------

Please mark
[X] votes as in
this example.

ELECTION OF DIRECTORS FOR WITHHELD
(terms expiring in 2007) [ ] [ ]
Nominees: Robert E. Cannon
Henry F. Frigon
Samuel M. Mencoff

Exceptions:

________________________________________________
For all nominees except as noted above.

RATIFICATION OF APPOINTMENT OF FOR AGAINST ABSTAIN
INDEPENDENT AUDITORS [ ] [ ] [ ]

Signed:___________________________________________

Stockholder should sign here exactly as shown on the
label affixed hereto. Administrator, Trustee, or Guardian,
please give full title. If more than one Trustee, all
should sign. All Joint Owners should sign.

PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE TO:

Georgeson Shareholder
Wall Street Station
P.O. Box 1101
New York, NY 10269-0666

PLEASE DETACH PROXY HERE

--------------------------------------------------------------------------------

PROXY

Buckeye Technologies Inc.

P.O. Box 80407
1001 Tillman Street
Memphis, Tennessee 38108-0407

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS

The undersigned appoints each of Sheila Jordan Cunningham and Kristopher J.
Matula, or either of them, with full power of substitution and revocation as
Proxy to vote all shares of stock standing in my name on the books of Buckeye
Technologies Inc. (the "Company") at the close of business on September 3, 2004,
which the undersigned would be entitled to vote if personally present at the
Annual Meeting of Stockholders of the Company to be held at the Company's
headquarters, 1001 Tillman Street, Memphis, Tennessee, on October 28, 2004, at
5:00 p.m., Central Time, and at any and all adjournments, upon the matters set
forth in the Notice of the meeting. The Proxy is further authorized to vote in
her or his discretion as to any other matters which may come before the meeting.
At the time of preparation of the Proxy Statement, the Board of Directors knows
of no business to come before the meeting other than that referred to in the
Proxy Statement.

THE SHARES COVERED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN AND WHEN NO INSTRUCTIONS ARE GIVEN WILL BE VOTED FOR THE
PROPOSALS DESCRIBED IN THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY
STATEMENT AND ON THIS PROXY.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

PROXY