**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 forSenior Officers (the “Plan”) has been established to provide supplementalbenefits in addition to those provided through the Retirement Plan and RegularSERP.  By providing said benefits, thePlan provides deferred compensation for a select group of management or highlycompensated employees and therefore is exempt from most requirements ofERISA.  The Plan is intended to complywith the requirements of Code §409A.

Section 2.               **Definitions.**  The following definitions shall apply forpurposes of this Plan:

(a)                                  The **“ActuarialEquivalent”** factors used in calculating the BIPSP offset underSection 8 and in calculating lump sum payments under Sections 6(f) and 12 areas follows:

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

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

(B)           For calculation of lumpsum payments to Participants:

(i)                                     If theParticipant also participates in the Retirement Plan, the Plan Year whichcontains the date specified in Section 6(a) or 6(b)(1), whichever isapplicable.

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

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

(2)                                  The mortality table used for such calculationsis 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 asamended from time to time.

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

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

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

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

(g)                                 **“Committee”**  meansthe Compensation Committee of the Board.

(h)                                 **“Company”** means Bemis Company, Inc., a Missouricorporation.

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

(j)                                     **“Conversion Factor”** means the appropriate factor from thefollowing table, which will be used if the Participant’s monthly benefit ispaid 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%                                                                                                                                                                                                                                                                                                    |

Theabove factors are the same as those used under the Retirement Plan.  For purposes of the above table, thedifference in age between the Participant and the Participant’s spouse ordesignated joint annuitant, as the case may be, shall be measured in wholeyears 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 theamount of a Participant’s Supplemental Accrued Benefit under Section 5 orSupplemental Preretirement Death Benefit under Section 6, Elapsed Time with anemployer prior to the date that employer became a member of the Control Groupshall be disregarded.  The exclusion inthe preceding sentence does not apply for purposes of determining whether aParticipant is vested under Section 4.

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

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

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

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

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

(p)                                 **“Participant”** means an individual designated as suchpursuant to Section 3.

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

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

(s)                                  **“Plan Year”** means the 12 month period ending eachDecember 31.

(t)                                    **“Qualified Spouse”** is defined in Sec. 7.1 of the RetirementPlan.

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

(v)                                 **“Retirement Plan”** means the Bemis Retirement Plan as amendedfrom time to time.

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

(x)                                   **“Supplemental BIPSP”** means the Bemis Supplemental BIPSP as amendedfrom time to time.

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

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

Section4.               **Eligibility for a Benefit (Vesting).**  If a Participant’s Termination of Employmentoccurs for a reason other than his or her death under either of the followingcircumstances, he or she shall be entitled to a Supplemental Accrued Benefitdetermined as provided in Sections 5 and 6:

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

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

If a Participant’s Termination of Employment occursafter he or she has met the requirements of (a) or (b) and the Participant diesafter Termination of Employment but before his or her benefit commencement dateunder Section 6(a), 6(b)(1), or 6(c)(1), whichever is applicable, no benefitwill be payable under Section 6, but the Participant’s Qualified Spouse, ifany, shall be entitled to a Supplemental Preretirement Death Benefit determinedas provided in Section 7.  Also, if aParticipant’s Termination of Employment is due to his or her death and occursafter he or she has met the requirements of (a) or (b), no benefit will bepayable under Sections 5 and 6 and the Participant’s Qualified Spouse, if any,shall be entitled to a Supplemental Preretirement Death Benefit determined asprovided in Section 7.  However, if aParticipant dies after making a lump sum election under Section 6(f) but beforethe 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 theParticipant’s Termination of Employment occurs before the Participant met theforegoing 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 AverageMonthly Earnings multiplied by his or her years of Elapsed Time (but not morethan 20 years).  If the Participant’sbenefit under this Plan is paid in a form other than life only, said amountshall be multiplied by the applicable Conversion Factor.

***less***

(b)                                 The sum of the following amounts:

(1)                                  The Participant’smonthly pension under the Retirement Plan, if any, under the form of paymentactually paid under said Plan, but excluding any social security supplementpayable pursuant to Sec. 6.11(b)(4) of the Retirement Plan.

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

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

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

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

(a)                                  If the Participant’s benefit under theRetirement Plan begins prior to January 1, 2008, his or her SupplementalAccrued Benefit will begin at the same time and be paid in the same form as theParticipant’s benefit under the Retirement Plan.  However, the Supplemental Accrued Benefit maynot begin prior to the first day of the earliest month after the Participanthas both attained age 55 and had a Termination of Employment.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(2)                                  The SupplementalAccrued Benefit will be paid in whichever of the following forms is elected bythe Participant:

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

(B)                                An optionproviding a reduced monthly pension payable to the Participant for his or herlifetime with the first monthly payment as of the commencement date in (1),with provision for continuance upon the Participant’s death of monthly paymentsof 100%, 75% or 50% of such reduced amount, as the Participant shall havedesignated, to the person designated by the Participant as joint annuitant, ifsuch joint annuitant survives the Participant, with such monthly payments tocontinue for the lifetime of the joint annuitant.  An election of this option shall beautomatically cancelled if either the Participant or the joint annuitant diesbefore the commencement date in (1).

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

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

(d)                                 If payment begins before the Participantattains Normal Retirement Age, the Supplemental Accrued Benefit will not besubject to reduction for early commencement.

(e)                                  If the benefit is paid in a form other thanfor the Participant’s life only, as provided in Section 5, the monthly amountpayable during the Participant’s lifetime will be reduced by the appropriateConversion Factor, and the monthly amount payable after the Participant’s deathwill be determined in accordance with the form of payment the Participantelected.

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

(1)                                  A Participantwhose benefits will commence in 2007 may make such an election on or beforeDecember 31, 2006.  A Participant whosebenefits will commence in 2008 or later may make such an election on or beforeDecember 31, 2007.  An election made in2006 with respect to benefits commencing in 2007 is irrevocable after December31, 2006.  An election made in 2006 or2007 with respect to benefits commencing in 2008 or later is irrevocable afterDecember 31, 2007.  A Participant whomakes such election will receive his or her lump sum payment in whichever ofthe following months is later:

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

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

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

(A)                              The election must be made not later than at least12 months prior to the Participant’s Termination of Employment.  However, in the case of any Participant whoseTermination of Employment

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occurs prior to hisattainment of age 55, the election may be made anytime prior to the Participant’s54th birthday.

(B)                                The lump sumwill be paid in the month that is five years after the month in which theearliest payment would have been made to the Participant but for theelection.  For example, if a Participantmakes a lump sum election on December 15, 2008, has a Termination of Employmenton February 15, 2010, and is eligible for a benefit under this Plan commencingas of March 1, 2010, but for the lump sum election, his monthly benefits underthis Plan for March through September of 2010 would have been paid as ofSeptember 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 ofthe commencement date specified in Section 6(a), 6(b)(1), or 6(c)(1), whicheveris applicable, and is the Actuarial Equivalent of a life only pensioncommencing on said date.  For thispurpose, it will be assumed that the Participant’s benefit under the RetirementPlan and Regular SERP also are paid on a life-only basis commencing on the samedate.

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

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

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

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

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

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

(B)                                      His benefitunder the Plan began as of the first day of the month following suchTermination of Employment (but not before the first day of the month followinghis attainment of age 55), and

(C)                                      His benefitunder this Plan, the Retirement Plan, and the Regular SERP was paid on a lifeonly basis.

(6)                                  Any lump sum election under this Plan will beeffective only if the Participant also elected a lump sum under the RegularSERP.

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

(a)                                  2.5% of the Participant’s Final AverageMonthly Earnings multiplied by his or her years of Elapsed Time (but not morethan 20 years), multiplied by the Conversion Factor for a joint and fullsurvivor annuity for the Participant and Qualified Spouse.

***less***

(b)                                 The sum of the following amounts:

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

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

(3)                                  The BIPSP Offset computed as provided inSection 8, multiplied by the Conversion Factor for a Joint and Full SurvivorAnnuity.

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

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

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

However,if a Participant elects a lump sum payment pursuant to Section 6(f) and diesbefore receiving the lump sum, the lump sum will be paid as provided in Section6(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 (atthe rate used under Section 2(a) to calculate the lump sum) from the date as ofwhich the lump sum is calculated through the payment date.

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

Section 9.               **BIPSP Offset.**  TheBIPSP offset referred to in Sections 5(b)(4) and 7(b)(3) will be determined asfollows:

(a)            The Company will determine the sum of the followingamounts:

(1)                                  Whichever of the following amounts is larger:

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

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

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

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

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

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

(3)                                  If the Participant’s Termination of Employmentis due to his or her death or the Participant dies after Termination ofEmployment but before the Deemed Commencement Date, the BIPSP Offset will becalculated as if the Participant was living on the Deemed Commencement Date andhad a normal life expectancy on said date.

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

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

Section 11.             **Miscellaneous Provisions.**

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

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(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 thisPlan will not be subject to execution, attachment, garnishment, or similarprocess.

(c)                                  This Plan constitutes the Company’sunconditional promise to pay the amounts which become payable pursuant to theterms hereof.  A Participant’s rights aresolely those of an unsecured wage creditor. This Agreement does not give any Participant a security interest in anyspecific assets of the Company.  TheCompany may establish a trust for the purpose of paying all or any part of thebenefits payable under the Plan.  If sucha trust is established, the trust’s assets will be subject to the claims of theCompany’s creditors, and the trust’s assets will not be considered Plan assetsfor purposes of ERISA.

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

(e)                                  This Plan or any Participation Agreement underthe Plan shall not be construed as a contract of employment and does notrestrict the right of the Company or any other member of the Control Group todischarge the Participant or the right of the Participant to terminateemployment.

(f)                                    The provisions of this Plan shall be construedand enforced according to the laws of Minnesota to the extent such laws are notpreempted by ERISA.

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

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

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

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

(B)                                In addition, the Board or Committee maydelegate to the Chief Executive Officer authority to approve amendments notfalling with the scope of (1).

(2)                                  No amendment will have the effect of reducingbenefits payable to any Participant whose Termination of Employment occurredprior to the date the amendment is adopted or who has satisfied the age andlength of service requirements of Section 4.

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

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

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

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

Anysuch termination of the Plan must occur during the 1-month period preceding orthe 12-month period following the Change in Control.  The lump sum payments must be completedwithin 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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