EX-10.2










Exhibit 10.2 



EMPLOYEE
BENEFITS AGREEMENT



BY AND
BETWEEN



ETHYL
CORPORATION



AND



TREDEGAR
INDUSTRIES, INC.



DATED AS OF
JUNE 1, 1989



 




 






TABLE OF CONTENTS


	  			Page
				
      

    
	  			
	RECITALS	 	
      	
      
	  			
	ARTICLE
      I	     	DEFINITIONS	
      
	  			
	                1.01	 	Agreement	1
	                1.02	 	ERISA	1
	                1.03	 	Ethyl
      Affiliate	1
	                1.04	 	Ethyl
      Bonus Plan	1
	                1.05	 	Ethyl
      Employee Plans	1
	                1.06	 	Ethyl
      RIP	2
	                1.07	 	Ethyl
      Savings Plan	2
	                1.08	 	Ethyl
      Stock Option Plan	2
	                1.09	 	Ethyl
      Welfare Plans	2
	                1.10	 	Hourly
      Pension Plans	2
	                1.11	 	PBGC	2
	                1.12	 	Reorganization
      Agreement	2
	                1.13	 	Transferred
      Employee	3
	                1.14	 	Tredegar
      Bonus Plan	3
	                1.15	 	Tredegar
      Employee	3
	                1.16	 	Tredegar
      Employee Plans	3
	                1.17	 	Tredegar
      ESOP	3
	                1.18	 	Tredegar
      RIP	3
	                1.19	 	Tredegar
      Savings Plan	4
	                1.20	 	Tredegar
      Stock Option Plan	4
	                1.21	 	Tredegar
      Welfare Plans	4
	                1.22	 	Visqueen
      Savings Plan	4
	  			
	ARTICLE
      II	 	EMPLOYEE
      BENEFIT PLANS QUALIFIED UNDER CODE SECTION 401(a) 

      	
	  			
	                 2.01	 	Tredegar
      RIP	5
	                 2.02	 	Hourly
      Pension Plans	10
	                 2.03	 	Tredegar
      Savings Plan	11
	                 2.04	 	Tredegar
      ESOP	14
	                 2.05	 	Visqueen
      Savings Plan	14
	  			
	ARTICLE
      III	 	EXECUTIVE
      AND INCENTIVE COMPENSATION PLANS	
      
	  			
	                 3.01	 	Tredegar
      Stock Option Plan	16
	                 3.02	 	Tredegar
      Bonus Plan	16






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TABLE OF CONTENTS


	  			Page
				
      

    
	ARTICLE
      IV	     	EMPLOYEE
      WELFARE BENEFIT PLANS	
      
	  			
	                 4.01	 	Tredegar
      Welfare Plans	19
	                 4.02	 	Welfare
      Benefit Liabilities	19
	                 4.03	 	Information	20
	  			
	ARTICLE
      V	 	ADMINISTRATION
      OF EMPLOYEE BENEFIT PLANS	
      
	  			
	                 5.01	 	Administrative
      Service	21
	                 5.02	 	Fiduciary
      Status	21
	  			
	ARTICLE
      VI	 	MISCELLANEOUS	
      
	  			
	                 6.01	 	Agreement;
      Construction	22
	                 6.02	 	Tredegar
      Subsidiaries’  Obligations	22
	                 6.03	 	Ethyl
      Affiliates’  Obligations	22
	                 6.04	 	Counterparts	22
	                 6.05	 	Amendment	23
	                 6.06	 	No
      Third Party Rights	23
	                 6.07	 	Governing
      Law	23
	                 6.08	 	Assignment	23
	                 6.09	 	Notices	24
	  			
	SIGNATURES	 	
      	
      
	  			
	EXHIBITS	 	
      	
      
	  			
	                 Exhibit
      I	Hourly
      Pension Plans






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EMPLOYEE BENEFITS
AGREEMENT



                This
EMPLOYEE BENEFITS AGREEMENT,  dated as of June 1, 1989, is made by and between Ethyl
Corporation  (Ethyl), a Virginia corporation, and Tredegar Industries, Inc. (Tredegar), a
Virginia corporation. 




RECITALS



                WHEREAS,
Tredegar is a wholly owned subsidiary of Ethyl; and 




                WHEREAS,
 the  Ethyl  Board has  determined  that it is in the best  interests  of the
 shareholders  of Ethyl to distribute all of the issued and outstanding shares of
Tredegar common stock to the holders of Ethyl common stock; and 




                WHEREAS,
 contemporaneous  with the  execution  of this  Agreement,  Ethyl and  Tredegar  have
 entered  into the Reorganization Agreement which, among other things, describes certain
transactions that are required in order to effect such distribution and sets forth other
agreements that will govern certain other matters following the Distribution; and  




                WHEREAS,
 as result of the  Distribution,  Tredegar  and the Tredegar  Subsidiaries  will cease to
be eligible to maintain the Ethyl Employee Plans on behalf of the eligible employees of
Tredegar and the Tredegar Subsidiaries; and 



 




 






                WHEREAS,
 as a result of the  Distribution  and the terms of this  Agreement,  Tredegar  Employees
 will cease to accrue additional benefits under the Ethyl Employee Plans as of May 31,
1989, or June 30, 1989, as applicable; and  




                WHEREAS,
 Ethyl and Tredegar  desire to provide for the  establishment  of the Tredegar  Employee
 Plans,  and as provided in this Agreement, the allocation of assets and liabilities and
other matters between the Ethyl Employee Plans and the Tredegar Employee Plans.  




                NOW,
 THEREFORE,  in  consideration  of the  mutual  agreements,  provisions,  and  covenants
 contained  in this Agreement, Ethyl and Tredegar agree as follows:  



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ARTICLE I



Definitions



Terms used in this Agreement  shall
have the meanings  assigned to them in the  Reorganization  Agreement.  Terms that are
used in this Agreement and which are not defined in the Reorganization Agreement shall
have the meanings specified:  



1.01. Agreement means this Employee
Benefits Agreement, together with the Exhibit attached hereto, as the same may be amended
from time to time in accordance with the terms hereof.  



1.02. ERISA means the
Employee Retirement Income Security Act of 1974, as amended.  



1.03. Ethyl Affiliate means a
corporation or unincorporated business which, as of the Distribution Date, would be
treated as a single employer with Ethyl in accordance with Code section 414(b), 414(c) or
414(m).  



1.04. Ethyl Bonus Plan means the
unfunded bonus plan maintained by Ethyl on behalf of selected highly compensated or
management employees of Ethyl and Ethyl Affiliates.  



1.05. Ethyl Employee Plans means the
Ethyl Bonus Plan, the Ethyl RIP, the Ethyl Savings Plan, the Ethyl Stock Option Plan, the
Ethyl Welfare Plans, and each other employee benefit plan or arrangement, whether or not
subject to ERISA, maintained by  



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Ethyl or an Ethyl Affiliate for the
benefit of its eligible employees. 



1.06. Ethyl RIPS means
the Retirement Income Plan for the Employees of Ethyl Corporation.  



1.07. Ethyl Savings Plan
means the Savings Plan for the Employees of Ethyl Corporation.  



1.08. Ethyl Stock Option
Plan means the Ethyl Corporation Incentive Stock Options Plan.  



1.09. Ethyl Welfare Plans means the
“employee welfare benefit plans” (as defined in ERISA section 3(1)) that are
maintained by Ethyl or an Ethyl Affiliate for the benefit of its eligible employees prior
to June 1, 1989.  



1.10. Hourly Pension
Plans means the defined benefit pension plans listed on the attached Exhibit I.  



1.11. PBGC means the
Pension Benefit Guaranty Corporation.  



1.12. Reorganization Agreement means
the agreement, together with the exhibits and schedules attached thereto, between Ethyl
and Tredegar, dated as of June 1, 1989, relating to, inter alia, the distribution of all
of the issued and outstanding shares of Tredegar common stock to the holders of the Ethyl
common stock. The term “Reorganization Agreement” also shall include any
amendments thereto that are adopted in accordance with the terms of that agreement.  



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1.13. Transferred Employee means an
individual who (i) is in the employ of Ethyl or an Ethyl Affiliate on and after the
Distribution Date, and (ii) on or before June 30, 1990, separates from service for reasons
other than disability or retirement, and (iii) enters the employ of Tredegar or a Tredegar
Subsidiary effective immediately upon separation from Ethyl and the Ethyl Affiliates.  



1.14. Tredegar Bonus Plan means the
unfunded bonus plan for selected highly compensated and management employees of Tredegar
and the Tredegar Subsidiaries to be established by Tredegar in accordance with Section
3.02.  



1.15. Tredegar Employee means an
employee of Tredegar or a Tredegar Subsidiary on July 1, 1989, and who did not retire from
the employ of Ethyl and the Ethyl Affiliates.  



1.16. Tredegar Employee Plans means
the Tredegar Bonus Plan, the Tredegar RIP, the Tredegar Savings Plan, the Tredegar Stock
Option Plan, the Tredegar Welfare Plans, the Tredegar ESOP, the Visqueen Savings Plan, and
each other employee benefit plan or arrangement, whether or not subject to ERISA,
maintained by Tredegar or a Tredegar Subsidiary for the benefit of its eligible employees.  



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1.17. Tredegar Esop means
the Employee Stock Ownership Plan of Tredegar Industries, Inc. which may be
established by Tredegar.  



1.18. Tredegar RIP means the “defined
benefit plan” (as defined in Code Section 414(j)), which is qualified under Code
section 401(a), and which is to be established by Tredegar for the benefit of eligible
employees of Tredegar and the Tredegar Subsidiaries in accordance with Section 2.01.  



1.19. Tredegar Savings Plan means
the “defined contribution plan” (as defined in Code section 414(i)), which is
qualified under Code section 401(a), and which is to be established by Tredegar for the
benefit of eligible employees of Tredegar and the Tredegar Subsidiaries in accordance
with Section 2.03.  



1.20. Tredegar Stock
Option Plan means the stock option plan to be established by Tredegar in accordance
with Section 3.01.  



1.21. Tredegar Welfare Plans means
to “employee welfare benefit plans” (as defined in ERISA section 3(1)) to be
established by Ethyl and assumed by Tredegar or a Tredegar Subsidiary for the benefit of
eligible employees of Tredegar and the Tredegar Subsidiaries in accordance with Section
4.01.  



1.22. Visqueen Savings
Plan means the Savings Plan for the Employees of Ethyl Visqueen.  



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ARTICLE II



Employee Benefit Plans
Qualified
       Under Code Section
401(a)        



2.01. Tredegar RIP  



                (a)
     As soon as practicable  after the date of this  Agreement,  and effective as of July
1, 1989,  Tredegar shall establish the Tredegar RIP. As of July 1, 1989, the Tredegar RIP
shall include substantially the same terms and conditions as are included in the Ethyl
RIP as in effect on that date; provided, however, that this Agreement may not be
construed or interpreted to restrict Tredegar’s right or authority to amend or
terminate the Tredegar RIP effective as of a date following July 1, 1989.  




                (b)
     Each  Tredegar  Employee  who is  eligible  to  participate  in the Ethyl RIP on
June 30, 1989 shall be eligible to participate in the Tredegar RIP as of July 1, 1989 and
shall cease to participate in the Ethyl RIP as of June 30, 1989. The Tredegar RIP shall
recognize, for all purposes, Tredegar Employees’  service with and compensation earned
from Ethyl and its Affiliates before July 1, 1989 and Transferred Employees’  service
and compensation earned from Ethyl and its Affiliates to the same extent that such
service and compensation would be recognized by the Ethyl RIP as in effect on June 30,
1989. The accrued benefit under the Tredegar RIP of each Tredegar Employee  



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and each Transferred Employee shall
not be less than the Tredegar Employee’s and Transferred Employee’s accrued
benefit under the Ethyl RIP.  




                (c)
     Ethyl shall cause the trustee of the Ethyl RIP to  transfer,  and  Tredegar  shall
cause the trustee of the Tredegar RIP to accept, the initial and subsequent transfer of
assets and liabilities as provided in the following paragraphs (c)(1) and (c)(2) and, if
applicable, as adjusted in accordance with paragraph (c)(3).  



  
                  
            (1) The initial transfer of
    assets and liabilities from the Ethyl RIP to the Tredegar RIP shall be an
    amount equal to 90% of the estimated present value of projected benefit obligations
    (whether or not vested) attributable to Tredegar Employees under Ethyl RIP
    as of June 30, 1989. The estimated present value of the projected benefit
    obligations attributable to Tredegar Employees’ as of June 30, 1989 shall
    be determined by Ethyl RIP’s enrolled actuary, based on the actuarial
    methods and assumptions used for purposes of determining pension expense under
    FASB 87 by Ethyl and subject to the requirements of Code section 414 and the
    regulations and rulings thereunder. The amount of assets to be transferred
    from the Ethyl RIP to the Tredegar RIP shall be adjusted for investment gains
    and/or losses (both realized and unrealized) 



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from July 1, 1989 until the day
prior to the day of actual transfer. The transfer of assets and liabilities from the
Ethyl RIP to the Tredegar RIP shall be made on the Distribution Date or as soon as
practicable thereafter; provided; however, that no such transfer shall take place until
the expiration of the thirty day period immediately following the date of filing of the
required Forms 5310 with the Internal Revenue Service. Tredegar agrees that it will
timely file an application with the Internal Revenue Service for a favorable
determination with respect to the form of the Tredegar RIP under Code section 401(a) and
will adopt any Tredegar RIP amendments which may be required by the Internal Revenue
Service as a condition to issuing a favorable determination letter for the Tredegar RIP.  


  
                  
            (2) The subsequent transfer
    of assets and liabilities from the Ethyl RIP to the Tredegar RIP shall be
    an amount equal to the sum of (i) the difference, if any, between the present
    value of projected benefit obligations attributable to the Tredegar Employees
    under the Ethyl RIP as of June 30, 1989 and the assets transferred in the
    initial transfer and (ii) the present value of the projected benefit obligations
    attributable to the Transferred Employees as of the date that each such Transferred
    Employee separated from the service of Ethyl and the Ethyl Affiliates. The
    determination of the assets 



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and liabilities to be transferred as
the subsequent transfer shall be made by the Ethyl RIP’s enrolled actuary, based on
the actuarial methods and assumptions used for purposes of determining pension expense
under FASB 87 by Ethyl and subject to the requirements of Code section 414 and the
regulations and rulings thereunder. The amount of assets to be transferred form the Ethyl
RIP to the Tredegar RIP shall be adjusted for investment gains and/or losses (both
realized and unrealized) from the date as of which such projected benefit obligations are
calculated until the day prior to the day of actual transfer. The subsequent transfer of
assets and liabilities shall be made as of a date agreed upon by Ethyl and Tredegar but
in no event before the satisfaction of all applicable legal requirements or later than
December 31, 1990.  


  
                  
            (3) If the amount of assets
    transferred from the Ethyl RIP to the Tredegar RIP under Section 2.01(c)(1)
    exceeds the present value of the projected benefit obligation attributable
    to Tredegar Employees as of June 30, 1989, the amount to be transferred under
    Section 2.01(c)(2) shall be reduced by such excess. If the excess amount described
    in the preceding sentence exceeds the amount to be transferred under Section
    2.01(c)(2), the difference shall be returned to the Ethyl RIP by the Tredegar
    RIP, together with any investment 



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gains and/or losses (both realized
and unrealized) as soon as practicable after December 31, 1990.  



                (d)
     The Tredegar RIP and Tredegar  and the  Tredegar  Subsidiaries  shall assume and be
solely  responsible for, all liabilities and obligations of the Ethyl RIP, Ethyl and Ethyl’s
Affiliates with respect to Tredegar Employees’  and Transferred Employees’  participation
in the Ethyl RIP. The Ethyl RIP, Ethyl and Ethyl’s Affiliates shall retain and be
solely responsible for all liabilities and obligations with respect to participants in
the Ethyl RIP who are not Tredegar Employees or Transferred Employees including, by way
of example and not of limitation, former employees of Tredegar or the Tredegar Businesses
who retired or separated from service on or before July 1, 1989.  




                (e)
     This Section  2.01(e)  controls with respect to each Ethyl RIP participant who (i)
enters the employ of Tredegar or a Tredegar Subsidiary after July 1, 1989 and (ii) is not
a Transferred Employee. The Ethyl RIP benefit of such an individual shall be paid by the
Ethyl RIP in accordance with its terms, shall remain the sole responsibility of the Ethyl
RIP, Ethyl, and the Ethyl Affiliates, and shall not be included in the assets and
liabilities to be transferred to the Tredegar RIP. An individual described in the first
sentence of this Section 2.01(e) shall be eligible to participate in the Tredegar  



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RIP in accordance with the terms of
the Tredegar RIP and his service with Ethyl and Ethyl’s Affiliates shall be
recognized by the Tredegar RIP for vesting purposes only.  




                (f)
     Ethyl and Tredegar  agree to provide the other such  information  regarding the
Tredegar  Employees and Transferred Employees as may be reasonably requested and
necessary in order to effectively administer and maintain the Ethyl RIP and the Tredegar
RIP.  




2.02. Hourly Pension Plans  



                (a)
     As soon as practicable  after the date of this Agreement,  but no later than July 1,
1989,  Ethyl shall amend the Hourly Pension Plans to substitute Tredegar or a Tredegar
Subsidiary as the sponsor of such plans and Tredegar or a Tredegar Subsidiary, as
applicable, shall assume the Hourly Pension Plans effective as of July 1, 1989. The
preceding sentence and this Agreement may not be construed or interpreted to restrict the
right or authority of Tredegar or a Tredegar Subsidiary to amend or terminate the Hourly
Pension Plans effective as of a date following July 1, 1989.  




                (b)
     Each  Tredegar  Employee  who is eligible to  participate  in an Hourly  Pension
 Plan on June 30, 1989 shall continue to be eligible to so participate. The Hourly
Pension Plans shall continue to recognize, for all purposes, service  



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with and compensation earned from
Ethyl and Ethyl Affiliates on or before July 1, 1989 to the same extent that such service
and compensation is recognized under the Hourly Pension Plans as in effect on that date.  




                (c)
     The Hourly Pension Plans,  Tredegar,  and the Tredegar Subsidiaries shall be solely
responsible for all liabilities and obligations of the Hourly Pension Plans, including by
way of example and not of limitation, benefits accrued prior to July 1, 1989 and benefits
payable to Hourly Pension Plan participants who retired or separated from service prior
to such date.  




                (d)
     Ethyl agrees to provide  Tredegar and the Tredegar  Subsidiaries  such information
 regarding  Tredegar Employees as may be reasonably requested and necessary in order to
effectively administer and maintain the Hourly Pension Plans.  




2.03. Tredegar Savings Plan  



                (a)
     As soon as  practicable  after the date of this  Agreement,  but no later than July
1,  1989,  Tredegar shall establish the Tredegar Savings Plan. The Tredegar Savings Plan
shall be effective as of July 1, 1989; provided, however, that no contributions will be
made to the Tredegar Savings Plan before August 1, 1989. As of July 1, 1989, the Tredegar
Savings Plan shall include substantially the same terms and conditions 



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as are included in the Ethyl Savings
Plan as in effect on that date; provided, however, that this Agreement may not be
construed or interpreted to restrict Tredegar’s right or authority to amend or
terminate the Tredegar Savings Plan effective as of a date following July 1, 1989.  




                (b)
     Each  Tredegar  Employee  who is eligible to  participate  in the Ethyl  Savings
 Plan on June 30, 1989 shall be eligible to participate in the Tredegar Savings Plan as
of July 1, 1989. The Tredegar Savings Plan shall recognize, for all purposes, Tredegar
Employee’s service with Ethyl and Ethyl Affiliates on or before July 1, 1989 and
Transferred Employees’  service with Ethyl and Ethyl Affiliates prior to their
employment with Tredegar or a Tredegar Subsidiary to the same extent that such service
would be recognized by the Ethyl Savings Plan as in effect on July 1, 1989.  




                (c)
     Ethyl  shall  amend  the  Ethyl  Savings  Plan to  provide  that the  Distribution
 will  not  effect a termination of employment that requires a distribution from the
Ethyl Savings Plan. Ethyl shall cause the trustee of the Ethyl Savings Plan to transfer,
and Tredegar shall cause the trustee of the Tredegar Savings Plan to accept, the Ethyl
Savings Plan account balances (whether or not vested) of Tredegar Employees and
Transferred Employees. Tredegar Employees’  and Transferred  



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Employees’  accounts in the
Ethyl Savings Plan shall be adjusted for investment gains and/or losses (both realized
and unrealized) through the valuation date coinciding with or immediately preceding the
day of actual transfer. The transfer of assets and liabilities from the Ethyl Savings
Plan to the Tredegar Savings Plan shall be made as soon as practicable after July 1, 1989
(in the case of Tredegar Employees) and July 1, 1990 (in the case of Transferred
Employees); provided, however, that no such transfer shall take place until the
expiration of the thirty-day period immediately following the date of filing of the
required Forms 5310 with the Internal Revenue Service. Tredegar agrees that it will
timely file an application with the Internal Revenue Service for a favorable
determination with respect to the form of the Tredegar Savings Plan under Code section
401(a) and will adopt any Tredegar Savings Plan amendments which may be required by the
Internal Revenue Service as a condition to issuing a favorable determination letter for
the Tredegar Savings Plan. The amount to be transferred in accordance with this Section
2.03(c) shall be delivered to the Tredegar Savings Plan trustee in the same form as the
Tredegar Employees’  and Transferred Employees’  accounts are invested under
the Ethyl Savings Plan.  



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                (d)
     The  Tredegar  Savings  Plan,  Tredegar  and the  Tredegar  Subsidiaries  shall
 assume,  and be solely responsible for, all liabilities and obligations of the Ethyl
Savings Plan, Ethyl and Ethyl’s Affiliates with respect to Tredegar Employees’  and
Transferred Employees’  participation in the Ethyl Savings Plan. The Ethyl Savings
Plan, Ethyl and Ethyl’s Affiliates shall retain, and be solely responsible for, all
liabilities and obligations with respect to Ethyl Savings Plan participants who are not
Tredegar Employees or Transferred Employees.  




                (e)
     Ethyl and Tredegar  agree to provide the other such  information  regarding the
Tredegar  Employees and Transferred Employees as may be reasonably requested and
necessary in order to effectively administer and maintain the Ethyl Savings Plan and the
Tredegar Savings Plan.  




2.04. Tredegar ESOP  



                Ethyl
and Tredegar  agree that  Tredegar may  establish the Tredegar  ESOP as an employee
 stock  ownership  plan within the meaning of Code  section  4975.  The  Tredegar  ESOP,
 if adopted,  shall  provide for  participation  of each  employee of Tredegar and the
Tredegar  Subsidiaries  who has attained age twenty-one and completed one year of
service;  provided;  however,  that individuals  who are included in a collective
 bargaining unit may not  participate in the Tredegar ESOP until the  representative  of 



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the  collective  bargaining  unit
has accepted the terms of the Tredegar ESOP.  The Tredegar ESOP shall  initially  provide
that up to two million shares of Tredegar  common stock may be held by the Tredegar
 ESOP.  This Agreement may not be construed or interpreted to restrict Tredegar’s
right or authority to amend or terminate the Tredegar ESOP.  




2.05. Visqueen Savings Plan  



                Tredegar
shall cause the trustee of the Visqueen  Savings Plan to transfer,  and Ethyl shall cause
the trustee of the Ethyl Savings Plan to accept,  the Visqueen Savings Plan account
balances  (whether or not vested) of any individual who is in the employ of Ethyl or an
Ethyl  Affiliate on the  Distribution  Date.  Such  employees’   accounts in the
 Visqueen  Savings Plan shall be adjusted for investment gains and/or losses (both
realized and unrealized)  through the valuation date  immediately  preceding the day of
actual  transfer.  The transfer of assets and  liabilities  from the Visqueen  Savings
Plan to the Ethyl Savings Plan shall be made as soon as practicable  following a
valuation date coinciding with or after the Distribution  Date;  provided,  however,
 that no such transfer  shall take place before the  expiration of the thirty-day  period
 immediately  following the date of filing of the required Forms 531C with the Internal
 Revenue  Service.  The amount to be  



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transferred  in accordance  with the
Section 2.05 shall be delivered to the Ethyl Savings Plan trustee in the same form as
such  employees’   accounts are invested  under the Visqueen  Savings  Plan.  The
Ethyl Savings Plan,  Ethyl and the Ethyl Affiliates  shall assume,  and be solely
 responsible for, all liabilities and obligations of the Visqueen  Savings Plan,
 Tredegar and the Tredegar  Subsidiaries  with respect to such  employees’   participation
 in the Visqueen Savings Plan. The Visqueen  Savings Plan,  Tredegar and the Tredegar
 Subsidiaries  shall retain,  and be solely  responsible for, all liabilities  and
 obligations  with respect to Visqueen  Savings Plan  participants  whose  accounts are
not  transferred to the Ethyl Savings Plan.  Ethyl and Tredegar agree to provide the
other such  information  as may be reasonably  requested and necessary in order to
effectively administer and maintain the Ethyl Savings Plan and the Visqueen Savings Plan.  




ARTICLE III



Executive and
Incentive Compensation Plans



3.01. Tredegar Stock Option Plan  



                (a)
     As soon as  practicable  after the date of this  Agreement,  but no later than July
1,  1989,  Tredegar shall adopt the Tredegar Stock Option Plan. The Tredegar Stock Option
Plan  



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shall be effective as of July 1,
1989 and shall include substantially the same terms and conditions as are included in the
Ethyl Stock Option Plan as in effect on that date; provided, however, that this Agreement
may not be construed or interpreted to restrict Tredegar’s right or authority to
amend or terminate the Tredegar Stock Option Plan effective as of a date following July
1, 1989.  




                (b)
     As soon as practicable  following  Tredegar’s  adoption of the Tredegar Stock
Option Plan, but no later than the Distribution Date, Ethyl’s Board of Directors
shall approve the Tredegar Stock Option Plan on behalf of Ethyl, Tredegar’s sole
shareholder.  




3.02. Tredegar Bonus Plan  



                (a)
     As soon as  practicable  after the date of this  Agreement,  but no later than July
1,  1989,  Tredegar shall establish the Tredegar Bonus Plan. The Tredegar Bonus Plan
shall be effective as of July 1, 1989. This Agreement may not be construed or interpreted
to restrict the right or authority of Tredegar to amend or terminate the Tredegar Bonus
Plan effective as of a date following July 1, 1989.  




                (b)
     As soon as  practicable  following  Tredegar’s  adoption of the Tredegar  Bonus
Plan, but no later than the Distribution Date, Ethyl’s Board of Directors shall
approve the  



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Tredegar Bonus Plan on behalf of
Ethyl, Tredegar’s sole shareholder.  




                (c)
     Except as provided in this  Section  3.02(c),  the  Tredegar  Bonus Plan,  Tredegar,
 and the  Tredegar Subsidiaries shall be solely responsible for all liabilities and
obligations with respect to Tredegar Employees’ participation in the Tredegar Bonus
Plan and the Ethyl Bonus Plan, Ethyl and Ethyl’s Affiliates shall retain and be
solely responsible for all liabilities and obligations with respect to Tredegar Employees’  participation
in the Ethyl Bonus Plan. Tredegar Employees who participated in the Ethyl Bonus Plan and
who remain in the employ of Tredegar or a Tredegar Subsidiary through December 31, 1989
shall receive (i) a payment or payments from Ethyl representing the portion of such
individual’s 1987 and 1988 Ethyl Bonus Plan awards that had vested as of June 30,
1989, and (ii) a payment or payments from Tredegar representing the portion of such
individual’s 1987 and 1988 awards under the Ethyl Bonus Plan that had not vested as
of June 30, 1989. The amounts payable under the preceding sentence shall be paid at such
times and in the manner prescribed by the respective payor.  




                (d)
     Ethyl and Tredegar agree to provide the other such information  regarding  Tredegar
Employees as may be reasonably requested and necessary in order to effectively  



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administer and maintain the Ethyl
Bonus Plan and the Tredegar Bonus Plan.  




ARTICLE IV



Employee Welfare
Benefit Plans



4.01. Tredegar Welfare Plans  



                (a)
     Ethyl shall establish the Tredegar  Welfare Plans,  effective as of June 1, 1989.
The Tredegar  Welfare Plans shall be substantially the same as the Ethyl Welfare Plans
(and any related insurance contracts or other funding agreements) as in effect on May 31,
1989. As of June 1, 1989, participation in the Tredegar Welfare Plans shall be limited to
individuals who are employed in the Tredegar Businesses and their dependents and
beneficiaries.  




                (b)
     As soon as practicable  after the  establishment  of the Tredegar  Welfare Plans,
but no later than the Distribution Date, Tredegar or a Tredegar Subsidiary shall assume
the Tredegar Welfare Plans, effective as of June 1, 1989. The preceding sentence and this
Agreement may not be construed or interpreted to restrict the right or authority of
Tredegar or a Tredegar Subsidiary to amend or terminate the Tredegar Welfare Plans
effective as of a date following June 1, 1989.  



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4.02. Welfare Benefit Liabilities  



                (a)
     Except as  provided  in Section  4.02(b),  the  Tredegar  Welfare  Plans,  Tredegar,
 and the  Tredegar Subsidiaries shall assume, and shall be solely responsible for, all
claims incurred on and after June 1, 1989 by individuals who, at the time such claim is
incurred, are in the employ of the Tredegar Businesses and the beneficiaries and
dependents of such individuals.  




                (b)
     Sections  4.01 and  4.02(a) to the  contrary  notwithstanding,  the Ethyl  Welfare
 Plans,  Ethyl,  and Ethyl’s Affiliates shall retain and shall be solely responsible
for, all claims incurred before June 1, 1989 under the Ethyl Welfare Plans and all claims
incurred after May 31, 1989 by (i) individuals who are not in the employ of the Tredegar
Businesses after that date and their dependents and beneficiaries, (ii) individuals who
qualified for a long-term disability benefit and are on a leave of absence as of June 1,
1989, and their dependents and beneficiaries, and (iii) A. W. Perry and his dependents
and beneficiaries.  




4.03. Information  



                Ethyl
and Tredegar  agree to provide the other such  information  regarding  Tredegar
 Employees and  individuals formerly employed in connection with the Tredegar Businesses
and the dependents and beneficiaries of such persons as may be  



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reasonably requested and necessary
in order to effectively administer and maintain the Ethyl Welfare Plans and the Tredegar
Welfare Plans.  




ARTICLE V



Administration of
Employee Benefit Plans



5.01. Administrative Services  



        Contemporaneous
with the execution of this Agreement, Ethyl and Tredegar have entered into the Master
Services Agreement. Pursuant to the Master Services Agreement, Ethyl shall,
inter alia, assist Tredegar in the establishment and administration of the
Tredegar Employee Plans.  




5.02. Fiduciary Status  



                Ethyl
and Tredegar  agree that  Ethyl’s  performance  of the Master  Services  Agreement
 may not be construed or interpreted as an appointment of Ethyl as “administrator” (as
defined in ERISA section 3(16)) or a “fiduciary” (as defined in ERISA section
3(21)) of the Tredegar Employee Plans. Ethyl and Tredegar agree that Ethyl shall act only
upon Tredegar’s direction, that Tredegar shall remain solely responsible for the
administration of the Tredegar Employee Plans and that Tredegar shall indemnify and hold
harmless Ethyl, Ethyl’s Affiliates and their officers, directors, employees, and
agents who act in accordance with Tredegar’s directions.  



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ARTICLE VI



Miscellaneous



6.01. Agreement; Construction  



                This
 Agreement,  including the Exhibits  hereto and the agreements and documents  referred to
in this Agreement, constitute the entire agreement between the parties with respect to
the subject matter of this Agreement and supersede all previous negotiations,
commitments, and writings relating to that subject matter.  




6.02. Tredegar Subsidiaries’ Obligations  



                Tredegar
shall cause to be performed,  and guarantees the  performance  and payment of, all
actions,  agreements, obligations, and liabilities described in this Agreement that are
to be performed or paid by a Tredegar Subsidiary.  




6.03. Ethyl Affiliates’ Obligations  



                Ethyl
shall cause to be  performed,  and  guarantees  the  performance  and payment of, all
actions,  agreements, obligations, and liabilities described in this Agreement that are
to be performed or paid by an Ethyl Affiliate.  




6.04. Counterparts  



                This
 Agreement  may be executed in several  counterparts,  each of which shall be deemed an
 original,  but  




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such counterparts shall together
constitute but one and the same Agreement.  




6.05. Amendment  



                No
amendment, supplement,  modification, waiver or termination of this Agreement shall be
binding unless executed in  writing  by the  party to be bound  thereby.  No  waiver  of
any of the  provisions  of this  Agreement  shall be  deemed or shall constitute a waiver
of any other provision of this Agreement,  whether or not similar,  nor shall such waiver
 constitute a continuing waiver unless otherwise expressly provided. 




6.06. No Third Party Rights  



                No
third  party  (other  than the  Tredegar  Subsidiaries  and the Ethyl  Affiliates)  is
entitled to rely on any provision of this Agreement. Ethyl and Tredegar assume no
liability to any third party (other than the Tredegar Subsidiaries and the Ethyl
Affiliates) because of any reliance on any provision of this Agreement.  




6.07. Governing Law  



                This
Agreement  shall be construed and interpreted  according to the laws of the  Commonwealth
of Virginia except to the extent that such laws are superseded or preempted by the laws
of the United State of America.  




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6.08. Assignment  



                This
Agreement may not be assigned by either party without the prior written consent of the
other party. 




6.09. Notices  



                All
 communications,  notices,  and  disclosures  required or permitted by this Agreement
shall be in writing and shall be deemed to have been given at the earlier of (i) the date
actually delivered to an officer of the other party or (ii) when postmarked in the case
of a notice, etc., deposited in the United States mail, first class postage prepaid, and
addressed as follows (unless and until either party notifies the other in accordance with
this Section 6.09 of a change in address):  


	        	If to Ethyl:	Ethyl
      Corporation 

      330 South Fourth Street 

      Richmond, Virginia 23219 

      Attention: Chief Financial Officer
	  		
		If to Tredegar     	(until September 30,
      1989):

      Tredegar Industries, Inc 

      701 East Byrd Street 

      Richmond, Virginia 23219 

      Attention: President
	  		
		If to Tredegar	(after September 30,
      1989):

      Tredegar Industries, Inc 

      1100 Boulders Parkway 

      Richmond, Virginia 23225 

      Attention: President






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                IN
WITNESS WHEREOF,  the parties have caused this Employee  Benefits  Agreement to be duly
executed as of the day and year first above written. 




			ETHYL CORPORATION



By: /s/ E. Whitehead Elmore
       ——————————————

       E. Whitehead Elmore
       Vice President, Secretary

       and General Counsel






			TREDEGAR INDUSTRIES, INC.



By: /s/ John D. Gottwald
       ——————————————

       John D. Gottwald
       President






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