EXHIBIT 10(f)


BEMIS SUPPLEMENTAL RETIREMENT PLAN FOR SENIOR OFFICERS


BEMIS SUPPLEMENTAL RETIREMENT PLAN FOR SENIOR OFFICERS


(As Amended Effective January 1, 2005)


Section 1.               Purpose of Plan.   The Bemis Supplemental Retirement Plan for
Senior Officers (the “Plan”) has been established to provide supplemental
benefits in addition to those provided through the Retirement Plan and Regular
SERP.  By providing said benefits, the
Plan provides deferred compensation for a select group of management or highly
compensated employees and therefore is exempt from most requirements of
ERISA.  The Plan is intended to comply
with the requirements of Code §409A.


Section 2.               Definitions.  The following definitions shall apply for
purposes of this Plan:


(a)                                  The “Actuarial
Equivalent” factors used in calculating the BIPSP offset under
Section 8 and in calculating lump sum payments under Sections 6(f) and 12 are
as follows:


(1)                                  The interest rate used will be the “applicable
interest rate” under Code §417(e) for October immediately preceding whichever
of the following Plan Years is applicable:


(A)
                           For calculation
of the BIPSP Offset, the Plan Year in which occurs the first day of the month
following the month of the Participant’s Termination of Employment.


(B)           For calculation of lump
sum payments to Participants:


(i)                                     If the
Participant also participates in the Retirement Plan, the Plan Year which
contains the date specified in Section 6(a) or 6(b)(1), whichever is
applicable.


(ii)                                  If the
Participant is not a participant in the Retirement Plan, the Plan Year that
contains the date specified in Section 6(c)(1).


(C)                                For calculation
of lump sum death benefits, the Plan Year which contains the first day of the
month after the month in which the Participant’s death occurred.


(2)                                  The mortality table used for such calculations
is the “applicable mortality table” referred to in Income Tax Reg.
1.417(e)-1(d)(2), or any successor to said regulation.


(b)           “BIIP” means the Bemis Investment Incentive Plan as
amended from time to time.


(c)           “BIPSP Offset”
means the amount calculated as provided in Section 9.


(d)           “Board” means the board of directors of the
Company.


(e)                                  “Change in Control” of the Company means any event which qualifies
as a change in control event pursuant to Code §409A and any applicable
regulations interpreting said section.


(f)                                    “Code”  means
the Internal Revenue Code of 1986, as from time to time amended.


(g)                                 “Committee”  means
the Compensation Committee of the Board.


(h)                                 “Company” means Bemis Company, Inc., a Missouri
corporation.


(i)                                     “Control Group” means the Company and any trade or business
under common control with the Company within the meaning of Code §414(b) and
(c).


(j)                                     “Conversion Factor” means the appropriate factor from the
following table, which will be used if the Participant’s monthly benefit is
paid in a form other than life only:




	
  Form of Benefit

  	
   

  	
  Factor

  
	
   

  	
   

  	
   

  
	
  Qualified Joint
  and Survivor Annuity and Joint and 1⁄2 Survivor Annuity

  	
   

  	
  90% increased by 3/4 of 1% for each year that the
  Participant’s spouse or designated joint annuitant is older than the
  Participant and decreased by 3/4 of 1% for each year that the Participant’s
  spouse or designated joint annuitant is younger than the Participant;
  provided, however, that such factor shall never exceed 100%.

  
	
   

  	
   

  	
   

  
	
  Joint and 3/4
  Survivor Annuity

  	
   

  	
  85% increased by 88/100 of 1% for each year that the
  Participant’s designated joint annuitant is older than the Participant and
  decreased by 88/100 of 1% for each year that the Participant’s designated
  joint annuitant is younger than the Participant; provided, however, that such
  factor shall never exceed 100%.

  






 



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  Joint and Full Survivor
  Annuity

  	
   

  	
  80% increased by 1% for each year that the
  Participant’s designated joint annuitant is older than the Participant and
  decreased by 1% for each year that the Participant’s joint annuitant is
  younger than the Participant; provided, however, that such factor shall never
  exceed 100%.

  
	
   

  	
   

  	
   

  
	
  Life and 10
  Years Certain (not available for benefits beginning after 2007)

  	
   

  	
  91%

  



The
above factors are the same as those used under the Retirement Plan.  For purposes of the above table, the
difference in age between the Participant and the Participant’s spouse or
designated joint annuitant, as the case may be, shall be measured in whole
years and partial years shall be disregarded.


(k)                                  “Deemed Commencement Date” is defined in Section 9(b).


(l)                                     “Elapsed Time” is defined in the Retirement Plan.  However, for purposes of determining the
amount of a Participant’s Supplemental Accrued Benefit under Section 5 or
Supplemental Preretirement Death Benefit under Section 6, Elapsed Time with an
employer prior to the date that employer became a member of the Control Group
shall be disregarded.  The exclusion in
the preceding sentence does not apply for purposes of determining whether a
Participant is vested under Section 4.


(m)                               “ERISA” means the Employee Retirement Income Security
Act of 1974, as from time to time amended.


(n)                                 “Final Average Earnings” is defined in the Retirement Plan, subject to
the following adjustments:


(1)                                  Said amount shall be calculated without regard
to the Code § 401(a)(17) limit on annual pay, which is $220,000 for 2006 and is
subject to a cost-of-living adjustment for years after 2006.


(2)                                  The years used in calculating the average
shall be the five highest years (regardless of whether such years are
consecutive) out of the last 15 years. 
(The Retirement Plan uses the average for the five highest consecutive
years.)


(o)                                 “Normal Retirement Age” is defined in the Retirement Plan.


(p)                                 “Participant” means an individual designated as such
pursuant to Section 3.


(q)                                 “Participating Employer” means each corporation which is a member of
the Control Group and which employs one or more Participants.


(r)                                    “Participation Agreement” is the agreement entered into between a
Participant and the Company regarding participation in this Plan.


(s)                                  “Plan Year” means the 12 month period ending each
December 31.


(t)                                    “Qualified Spouse” is defined in Sec. 7.1 of the Retirement
Plan.


(u)                                 “Regular SERP” means the Bemis Supplemental Retirement Plan
as amended from time to time.


(v)                                 “Retirement Plan” means the Bemis Retirement Plan as amended
from time to time.


(w)                               “Supplemental Accrued Benefit” is defined in Section 5.


(x)                                   “Supplemental BIPSP” means the Bemis Supplemental BIPSP as amended
from time to time.


(y)                                 “Termination of Employment” shall be deemed to occur upon the happening
of any event which, under the policy of the Company, results in the termination
of the employer-employee relationship; provided, however, that Termination of
Employment shall not be deemed to occur upon any transfer between members of
the Control Group.


Section 3.               Eligibility to Participate.  Participants shall be designated by the
Committee from among senior officers of the Company.  The Company will enter into a Participation
Agreement with each Participant.


Section
4.               Eligibility for a Benefit (Vesting).  If a Participant’s Termination of Employment
occurs for a reason other than his or her death under either of the following
circumstances, he or she shall be entitled to a Supplemental Accrued Benefit
determined as provided in Sections 5 and 6:



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(a)                                  The Participant’s Termination of Employment
occurs after he or she has attained age 50 and completed 20 or more years of
Elapsed Time.


(b)                                 The Participant’s Termination of Employment
occurs at a time when the sum of the Participant’s attained age on his or her
last birthday and his or her whole years of Elapsed Time is 75 or more.


If a Participant’s Termination of Employment occurs
after he or she has met the requirements of (a) or (b) and the Participant dies
after Termination of Employment but before his or her benefit commencement date
under Section 6(a), 6(b)(1), or 6(c)(1), whichever is applicable, no benefit
will be payable under Section 6, but the Participant’s Qualified Spouse, if
any, shall be entitled to a Supplemental Preretirement Death Benefit determined
as provided in Section 7.  Also, if a
Participant’s Termination of Employment is due to his or her death and occurs
after he or she has met the requirements of (a) or (b), no benefit will be
payable under Sections 5 and 6 and the Participant’s Qualified Spouse, if any,
shall be entitled to a Supplemental Preretirement Death Benefit determined as
provided in Section 7.  However, if a
Participant dies after making a lump sum election under Section 6(f) but before
the lump sum is paid, the lump sum will be paid as provided in Section 6(f)(4),
and no benefit will be paid under Section 7.


No benefit will be payable under the Plan if the
Participant’s Termination of Employment occurs before the Participant met the
foregoing age and service requirements.


Section 5.               Supplemental Accrued Benefit.  A Participant’s “Supplemental Accrued Benefit”
is a monthly amount equal to the amount in (a) minus the amount in (b):


(a)                                  2.5% of the Participant’s Final Average
Monthly Earnings multiplied by his or her years of Elapsed Time (but not more
than 20 years).  If the Participant’s
benefit under this Plan is paid in a form other than life only, said amount
shall be multiplied by the applicable Conversion Factor.


less


(b)                                 The sum of the following amounts:


(1)                                  The Participant’s
monthly pension under the Retirement Plan, if any, under the form of payment
actually paid under said Plan, but excluding any social security supplement
payable pursuant to Sec. 6.11(b)(4) of the Retirement Plan.


(2)                                  2.5% of the Participant’s Primary Social
Security Benefit determined under Sec. 4.9 of the Retirement Plan, multiplied
by the Participant’s years of Elapsed Time (but not more than 20 years).  If the Participant’s benefit under this Plan
is paid in a form other than life only, said amount shall be multiplied by the
applicable Conversion Factor.


(3)                                  The Participant’s monthly pension under the
Regular SERP, if any, under the form of payment actually paid under said Plan.


(4)                                  The BIPSP Offset computed as provided in
Section 8.  If the Participant’s benefit
under this Plan is paid in a form other than life only, the BIPSP Offset shall
be multiplied by the applicable Conversion Factor.


Section 6.               Form of Payment and Commencement Date.  A Participant’s benefit under Section 5 shall
be paid as follows:


(a)                                  If the Participant’s benefit under the
Retirement Plan begins prior to January 1, 2008, his or her Supplemental
Accrued Benefit will begin at the same time and be paid in the same form as the
Participant’s benefit under the Retirement Plan.  However, the Supplemental Accrued Benefit may
not begin prior to the first day of the earliest month after the Participant
has both attained age 55 and had a Termination of Employment.


(b)                                 If the Participant’s benefit under the
Retirement Plan begins after December 31, 2007:


(1)                                  The Supplemental Accrued Benefit will commence
as of whichever of the following dates is later:


(A)                              The first day of the month after the
Participant’s Termination of Employment.


(B)                                The first day of the month after the date the
Participant attains age 55.


(2)                                  If the commencement date determined as
provided in (1) is earlier than the first day of the seventh month after the
month in which the Participant’s Termination of Employment occurred, payments
due under this Plan for months prior to said seventh month will be withheld by
the Company and paid in a lump sum during said seventh month.  For example, if a Participant has a
Termination of Employment on June 8, 2008 and the commencement date in (1) is
July 1, 2008, his payments under this Plan for July 1 through December 1, 2008
will be withheld and paid during January 2009.


(3)                                  If the benefit under the Retirement Plan is
paid in the form of a life annuity or joint and survivor annuity, the benefit
under this Plan will be paid in the same form.



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(4)                                  If the benefit under the Retirement Plan is
paid in the form of a life and period certain annuity, the Participant’s
benefit under this Plan will be paid in the form of a life annuity, in which
case the offset in Section 5(b)(1) will be amount which would have been paid to
the Participant under the Retirement Plan if he had elected a life annuity.


(5)                                  If the Participant chooses not to receive his
benefit under the Retirement Plan until after the date determined in (1):


(A)                              His benefit under this Plan will be paid in
the form of a life annuity commencing as of the date determined in (1).


(B)                                The amount in Section 5(b)(1) will be the
amount which could have been paid by the Retirement Plan in the form of a life
annuity commencing as of the date determined in (1).


(c)           If
the Participant is not eligible for a benefit under the Retirement Plan:


(1)                                  The Supplemental Accrued Benefit will commence
as of whichever of the following dates is later:


(A)          The first day of the
month after the Participant’s Termination of Employment.


(B)                                The first day of
the month after the date the Participant attains age 55.


(2)                                  The Supplemental
Accrued Benefit will be paid in whichever of the following forms is elected by
the Participant:


(A)                              A monthly
annuity for the Participant’s lifetime with the first monthly payment as of the
commencement date in (1) and the last payment as of the first day of the month
in which the Participant’s death occurs.


(B)                                An option
providing a reduced monthly pension payable to the Participant for his or her
lifetime with the first monthly payment as of the commencement date in (1),
with provision for continuance upon the Participant’s death of monthly payments
of 100%, 75% or 50% of such reduced amount, as the Participant shall have
designated, to the person designated by the Participant as joint annuitant, if
such joint annuitant survives the Participant, with such monthly payments to
continue for the lifetime of the joint annuitant.  An election of this option shall be
automatically cancelled if either the Participant or the joint annuitant dies
before the commencement date in (1).


Election of an option may be
made at any time prior to the commencement date in (1).  If no election is made, the benefit will be
paid as provided in (A).


(3)                                  If the
commencement date in (1) is earlier than the first day of the seventh month
after the month in which the Participant’s Termination of Employment occurs,
payments due under the Plan for months prior to said seventh month will be
withheld by the Company and paid in a lump sum during said seventh month.


(d)                                 If payment begins before the Participant
attains Normal Retirement Age, the Supplemental Accrued Benefit will not be
subject to reduction for early commencement.


(e)                                  If the benefit is paid in a form other than
for the Participant’s life only, as provided in Section 5, the monthly amount
payable during the Participant’s lifetime will be reduced by the appropriate
Conversion Factor, and the monthly amount payable after the Participant’s death
will be determined in accordance with the form of payment the Participant
elected.


(f)                                    In lieu of monthly benefits, a Participant may
elect to receive a lump sum payment which is the Actuarial Equivalent of said
benefits, subject to the following:


(1)                                  A Participant
whose benefits will commence in 2007 may make such an election on or before
December 31, 2006.  A Participant whose
benefits will commence in 2008 or later may make such an election on or before
December 31, 2007.  An election made in
2006 with respect to benefits commencing in 2007 is irrevocable after December
31, 2006.  An election made in 2006 or
2007 with respect to benefits commencing in 2008 or later is irrevocable after
December 31, 2007.  A Participant who
makes such election will receive his or her lump sum payment in whichever of
the following months is later:


(A)                              The twelfth
month after the month in which his or her Termination of Employment occurred.


(B)           The month following
the month in which he or she attained age 55.


(2)                                  Lump sum elections made after 2007 are subject
to the following requirements:


(A)                              The election must be made not later than at least
12 months prior to the Participant’s Termination of Employment.  However, in the case of any Participant whose
Termination of Employment



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occurs prior to his
attainment of age 55, the election may be made anytime prior to the Participant’s
54th birthday.


(B)                                The lump sum
will be paid in the month that is five years after the month in which the
earliest payment would have been made to the Participant but for the
election.  For example, if a Participant
makes a lump sum election on December 15, 2008, has a Termination of Employment
on February 15, 2010, and is eligible for a benefit under this Plan commencing
as of March 1, 2010, but for the lump sum election, his monthly benefits under
this Plan for March through September of 2010 would have been paid as of
September 1, 2010, and his lump sum payment will be made during September,
2015.


(C)           The lump sum election is irrevocable.


(3)                                  The lump sum amount will be calculated as of
the commencement date specified in Section 6(a), 6(b)(1), or 6(c)(1), whichever
is applicable, and is the Actuarial Equivalent of a life only pension
commencing on said date.  For this
purpose, it will be assumed that the Participant’s benefit under the Retirement
Plan and Regular SERP also are paid on a life-only basis commencing on the same
date.


(4)                                  If a Participant who elected a lump sum
payment dies after making the election but before receiving the lump sum
payment, the lump sum will instead be paid to the spouse to whom the
Participant was married at the time of his death, if any.  If the Participant was not married at the
time of his death, the lump sum will be paid to the Participant’s estate.  Such payment will be made on a date
determined by the Company which shall not be later than the later of:


(A)          December 31 of the year in which the
Participant died.


(B)                                The fifteenth day of the third month after the
month in which the Participant died.


However, if a Participant
makes a lump sum election after December 31, 2007, and dies within 12 months
after making the election, as required by Code §409A, the lump sum election
will be of no force or effect and no lump sum payment will be made.  The restriction in the preceding sentence
does not apply to lump sum elections made on or before December 31, 2007.


(5)                                  The lump sum amount payable in (4) will be the
Actuarial Equivalent (as of the date the lump sum is paid) of the benefit the
Participant would have received under this Plan if:


(A)                                    His Termination
of Employment occurred on the date of his death (or on his actual Termination
of Employment date, if earlier),


(B)                                      His benefit
under the Plan began as of the first day of the month following such
Termination of Employment (but not before the first day of the month following
his attainment of age 55), and


(C)                                      His benefit
under this Plan, the Retirement Plan, and the Regular SERP was paid on a life
only basis.


(6)                                  Any lump sum election under this Plan will be
effective only if the Participant also elected a lump sum under the Regular
SERP.


Section 7.               Supplemental Preretirement Death Benefit.  The Supplemental Preretirement Death
Benefit payable to a Qualified Spouse will be a monthly amount equal to the
amount in (a) minus the amount in (b):


(a)                                  2.5% of the Participant’s Final Average
Monthly Earnings multiplied by his or her years of Elapsed Time (but not more
than 20 years), multiplied by the Conversion Factor for a joint and full
survivor annuity for the Participant and Qualified Spouse.


less


(b)                                 The sum of the following amounts:


(1)                                  The monthly amount, if any, payable to the
Qualified Spouse under the Retirement Plan;


(2)                                  2.5% of the Participant’s Primary Social
Benefit determined under Sec. 4.9 of the Retirement Plan, multiplied by the
Participant’s years of Elapsed Time (but not more than 20 years), multiplied by
the Conversion Factor for a Joint and Full Survivor Annuity.


(3)                                  The BIPSP Offset computed as provided in
Section 8, multiplied by the Conversion Factor for a Joint and Full Survivor
Annuity.


If payment begins before the Participant would have
attained Normal Retirement Age, the amount in (a) and (b)(2) will not be
subject to reduction for early commencement.



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If the Participant’s death occurs on or after the
date he or she attained age 55, said death benefit will commence as of the
first day of the month following the month in which the Participant’s death
occurred.


If
the Participant’s death occurs before he or she attained age 55, said death
benefit will commence as of the first day of the month following the month the
Participant would have attained age 55. 
No death benefit will be paid for months prior to said commencement
date.


However,
if a Participant elects a lump sum payment pursuant to Section 6(f) and dies
before receiving the lump sum, the lump sum will be paid as provided in Section
6(f)(4), and no benefit will be paid under this section.


Section 8.               Interest on Delayed Payments.


(a)                                  Any lump sum payment will include interest (at
the rate used under Section 2(a) to calculate the lump sum) from the date as of
which the lump sum is calculated through the payment date.


(b)                                 Interest will also be paid on monthly benefits
which are delayed due to the six-month rule under Code §409A.  For this purpose, the interest rate used will
be the “applicable interest rate” under Code §417(e) for October immediately
preceding the Plan Year in which benefits would have commenced but for the
six-month delay.


Section 9.               BIPSP Offset.  The
BIPSP offset referred to in Sections 5(b)(4) and 7(b)(3) will be determined as
follows:


(a)            The Company will determine the sum of the following
amounts:


(1)                                  Whichever of the following amounts is larger:


(A)                              The balance in the Participant’s Retirement
Account under the BIIP as of the last day of the month preceding the month in
which his or her Termination of Employment occurred.


(B)                                The amount which would have been held in the
Participant’s Retirement Account in the BIIP as of the last day of the month
preceding the month in which his or her Termination of Employment occurred if
(i) the BIPSP contributions the Participant received for each Plan Year were
made on December 31 of that Plan Year and (ii) said contributions earned an
annual return of 7% (compounded annually or more frequently as determined by
the Company) from the December 31 credited to the account.


(2)                                  The balance in the Participant’s account under
the Supplemental BIPSP as of the last day of the month preceding the month in
which his or her Termination of Employment occurred.


(b)                                 The Company will use the Actuarial Equivalent
factors in Section 2(a) to convert the sum in (a) to the BIPSP Offset, which is
a monthly annuity with the first payment on the Participant’s Deemed
Commencement Date and the last payment on the first day of the month in which
the Participant’s death occurs. For this purpose:


(1)                                   If the Participant has a Termination of
Employment after attaining age 55, the Deemed Commencement Date is the first
day of the month after the month in which the Termination of Employment occurs.


(2)                                  If the Participant has a Termination of
Employment before attaining age 55, the Deemed Commencement Date is the first
day of the month after the Participant attains age 55.


(3)                                  If the Participant’s Termination of Employment
is due to his or her death or the Participant dies after Termination of
Employment but before the Deemed Commencement Date, the BIPSP Offset will be
calculated as if the Participant was living on the Deemed Commencement Date and
had a normal life expectancy on said date.


(c)                                  The BIPSP Offset applies only to Participants
who are Group B Participants under the BIIP. 
Individuals who are Group A Participants under the BIIP are not eligible
for BIPSP or Supplemental BIPSP allocations and therefore do not have BIPSP
Offsets under this Plan.


Section 10.             Misconduct.   No benefits will be paid to a Participant
under this Plan if the Participant’s Termination of Employment occurs due to
commission of any act of fraud, misappropriation, or embezzlement, or due to
commission of a felony in connection with his or her termination (or such
grounds for termination existed at the time of Participant’s Termination of
Employment for other reasons).


Section 11.             Miscellaneous Provisions.


(a)                                  The Plan will be administered in behalf of the
Company by the Committee.  The Committee
has discretionary authority to construe the terms of the Plan, and the
Committee’s determinations shall be final and binding on all persons.  The Committee may delegate all or any part of
its administrative responsibilities to employees of the Company.



 57
 









(b)                                 No Participant shall have any right to assign,
pledge, transfer or otherwise hypothecate this Plan or the payments hereunder,
in whole or in part.  Benefits under this
Plan will not be subject to execution, attachment, garnishment, or similar
process.


(c)                                  This Plan constitutes the Company’s
unconditional promise to pay the amounts which become payable pursuant to the
terms hereof.  A Participant’s rights are
solely those of an unsecured wage creditor. 
This Agreement does not give any Participant a security interest in any
specific assets of the Company.  The
Company may establish a trust for the purpose of paying all or any part of the
benefits payable under the Plan.  If such
a trust is established, the trust’s assets will be subject to the claims of the
Company’s creditors, and the trust’s assets will not be considered Plan assets
for purposes of ERISA.


(d)                                 The Committee may, in its sole discretion,
arrange for payment by each Participating Employer of the amounts the Committee
determines are attributable to service with that Participating Employer.  Absent such arrangements, a Participant’s
entire benefit shall be paid by the Participating Employer by which the
Participant was last employed.  The
Committee may also arrange for one Participating Employer to serve as agent for
the other Participating Employers for purposes of issuing benefit payment
checks under the Plan.


(e)                                  This Plan or any Participation Agreement under
the Plan shall not be construed as a contract of employment and does not
restrict the right of the Company or any other member of the Control Group to
discharge the Participant or the right of the Participant to terminate
employment.


(f)                                    The provisions of this Plan shall be construed
and enforced according to the laws of Minnesota to the extent such laws are not
preempted by ERISA.


(g)                                 This Plan shall be binding upon and for the
benefit of the successors and assigns of the Company, whether by way of merger,
consolidation, operation of the law, assignment, purchase or other acquisition
of substantially all of the assets or business of the Company, and any such
successor or assign shall absolutely and unconditionally assume all of the
Company’s obligations hereunder.


(h)                                 The Plan may be amended from time to time by
the Company, subject to the following:


(1)                                  The amendment must be approved by the Board or
Committee, except as follows:


(A)                              The Chief Executive Officer of the Company
also may amend the Plan, provided the amendment does not materially increase
the cost of the Plan or the amount of benefits provided by the Plan.


(B)                                In addition, the Board or Committee may
delegate to the Chief Executive Officer authority to approve amendments not
falling with the scope of (1).


(2)                                  No amendment will have the effect of reducing
benefits payable to any Participant whose Termination of Employment occurred
prior to the date the amendment is adopted or who has satisfied the age and
length of service requirements of Section 4.


(i)                                     Certain terms used in this Plan are defined in
the Retirement Plan.  For such terms, the
Retirement Plan definitions apply to all Participants in this Plan, regardless
of whether they are also eligible for the Retirement Plan.


Section 12.             Change In Control.  If a Change in Control occurs, the Board or
Committee may, without the consent of any Participant affected thereby,
terminate the Plan and all substantially similar plans.  Upon such termination, each Participant who
has met the requirements of (a) or (b) as of the date the Plan is terminated
will receive an immediate lump sum payment equal to the Actuarial Equivalent of
his or her benefit under this Plan:


(a)                                  A Participant meets the requirements of this
subsection (a) if he or she had a Termination of Employment prior to the date
the Plan is terminated under circumstances such that pursuant to Section 4, he
or she is eligible for  a benefit under
this Plan.


(b)                                 A Participant who did not have a Termination
of Employment prior to the date the Plan is terminated meets the requirements
of this subsection (b) if he or she would have been eligible pursuant to
Section 4 for a benefit under this Plan if his or her Termination of Employment
had occurred immediately prior to the date the Plan is terminated.


Any
such termination of the Plan must occur during the 1-month period preceding or
the 12-month period following the Change in Control.  The lump sum payments must be completed
within 12 months after the Plan is terminated.


	
  

  	
  APPROVED IN BEHALF OF THE COMPANY

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffery H. Curler

  	
   

  
	
   

  	
  Jeffery H. Curler, Chairman, President and CEO

  
	
   

  	
  Date Signed: December 20, 2006

  
					



 



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