**EXHIBIT 10(p)**

 

12-18-2008

 

**BEMIS DEFERREDCOMPENSATION PLAN**

**(As AmendedEffective January 1, 2009)**

 

 

Section 1.                                                  Purpose of Plan.  Thepurpose of the Bemis Deferred Compensation Plan (the “Plan”) is to enabledirectors to accumulate additional funds for retirement or other future needsby deferring current income.  The Plan isintended to comply with the requirements of Code §409A and will be construedand administered consistent with that intent.

 

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

 

(a)                                  “Account” means an Account established pursuantto Section 6.

 

(b)                                 “Beneficiary” means the person or persons aParticipant designates as such on his or her Participation Agreement or bymeans of a separate written designation filed with the Company.  The Participant may alter or revoke suchdesignation without the consent of the Beneficiary.  If there is no such designation in effect atthe time of the Participant’s death, or none of the designated Beneficiariessurvives the Participant, the Participant’s estate shall be theBeneficiary.  If a Beneficiary survivesthe Participant, but dies before payment of all amounts to which theBeneficiary is entitled, any remaining payments will be made to the Beneficiary’sestate, unless the Participant designates otherwise.

 

(c)                                  “Board” means the board of directors of theCompany, and includes any executive committee thereof authorized to act for theboard of directors.

 

(d)                                 “Committee” means the Bemis Employee BenefitsCommittee.

 

(e)                                  “Company” means Bemis Company, Inc., aMissouri corporation.

 

(f)                                    “Participant” means an individual designated assuch pursuant to Section 4.

 

(g)                                 “Participation Agreement” is the agreemententered into between a Participant and the Company regarding participation inthis Plan.

 

(h)                                 “Plan Year” means the twelve month period endingeach December 31, and corresponds to the fiscal year of the ParticipatingEmployers.

 

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(j)                                     “Separation from Service” for purposes of thePlan occurs on the date the individual ceases to be a director of the Company.

 

Section 3.                                                  Administration of Plan.  ThePlan shall be administered in behalf of the Company by the Committee, subjectto the following:

 

(a)                                  The Committee shall have discretionary authorityto construe the terms of the Plan and to make all decisions and interpretationsincident thereto.  The Committee may fromtime to time adopt such rules for the administration of the Plan as itdeems appropriate.

 

(b)                                 The decision of the Committee on any matteraffecting the Plan or the rights and obligations arising under the Plan shallbe final and binding upon all persons.

 

(c)                                  The Committee shall enter into a ParticipationAgreement with each Participant.  SuchAgreements may be executed in behalf of the Committee by one or more membersthereof.

 

(d)                                 As of the beginning of each Plan Year theCommittee shall approve the value of each Account and shall review all othercalculations made under the Plan.

 

Section 4.                                                  Eligibility to Participate.  Eachdirector of the Company who is not an employee is a Participant.  The terms of a Participant’s deferralelection shall be set forth in a Participation Agreement executed by theParticipant and Committee.

 

Section 5.                                                  Deferral of Compensation.  EachPlan Year a Participant may elect to have his or director fees with respect tothat Plan Year reduced by an amount or percentage designated by theParticipant, subject to the following:

 

(a)                                  The reduction must be specified in a writtenParticipation Agreement filed with the Committee.  Participation Agreements are subject to thefollowing:

 

(1)                                        Elections by a non-employee director with regardto deferral of director fees must be made not later than December 31 ofthe Plan Year preceding the Plan Year the fees are earned.

 

(2)                                        However, a non-employee director may make hisinitial deferral election not later than thirty days after the date he becomesa director.  In such cases, the deferralelection will apply to fees earned in calendar quarters after the quarter theelection is made.

 

(b)                                 The amount by which a Participant’s directorfees are reduced will be credited to his Account as provided in Section 6.

 

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Section 6.                                                  Participant Accounts.  AnAccount shall be established for each Participant who elects to defercompensation pursuant to Section 5, subject to the following:

 

(a)                                  As part of his election to defer all or a partof his director fees, the Participant shall designate whether the deferralamount will be credited 100% to Account A, 100% to Account B, or 50% to AccountA and 50% to Account B.  Account A willbe credited with interest as specified in subsection (b).  Account B will be adjusted up or down toreflect the market performance and dividends on common stock of the Company, asprovided in subsection (c).  Directorfees which are deferred will be credited to Account A and/or Account B as ofthe first day of the month in which the director fees would have been paid butfor the deferral.

 

(b)                                 Amounts a Participant elects to have credited tohis Account A will be credited with interest each Plan Year at an annual rateequal to the published prime rate in effect on the first business day of saidPlan Year by a bank designated by the Company. Said interest will be accrued and compounded quarterly.

 

(c)                                  Amounts a Participant elects to have credited tohis Account B will be adjusted to reflect the performance of common stock ofthe Company as follows:

 

(1)                                        Amounts credited to Account B as of the firstday of any month as a result of a non-employee director=s election to defer director fees, will beconverted to phantom units by dividing the dollar amount credited by theclosing price of a share of the Company=s common stock on the New York Stock Exchange onthe first business day of that month.

 

(2)                                        Phantom units outstanding on the record date fora dividend on the Company=s common stock will be credited with dividendson said phantom units in a dollar amount per unit equal to the actual dividendon the Company=s common stock.  Each suchdividend will be converted to additional phantom units as of the dividendpayment date with the number of additional units to be determined by dividingthe aggregate dividend on the existing phantom units by the closing price of ashare of the Company=s common stock on the New York Stock Exchange onsaid dividend payment date.

 

(3)                                        As of the first business day of any month inwhich a payment is to be made to a Participant or a Beneficiary under the Plan,the phantom units with respect to which payment is being made will be convertedback to a dollar amount by multiplying each phantom unit by the average closingprice of a share of the Company=s common stock on the New York Stock Exchange onthe last 20 trading days of the preceding month.

 

(4)                                        The Committee may adjust the number of phantomunits credited to a Participant=s Account to reflect the effect of stockdividends, splits, reverse

 

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splits, or any other adjustmentsfor which the Committee deems such an adjustment to be appropriate.

 

(d)                                 During the Plan Year in which the Participanthas a Separation from Service, he may direct that all or any part of his unitsin Account B be converted to a fixed dollar amount and transferred to AccountA.  The fixed dollar amount shall bedetermined as of January 1 of the Plan Year following the Plan Year inwhich the election is made and will be determined by multiplying the number ofphantom units which are being converted by the average closing price of a shareof the Company=s common stock on the New York Stock Exchange on the last 20 tradingdays of the preceding December.

 

Section 7.                                                  Payment of Benefits.  As partof his deferral election, a Participant shall designate the year or years inwhich the deferred amounts will be paid to him. A Participant may designate that the entire amount will be paid in oneyear, or that payment will be made in annual installments over a period of fiveor ten years beginning with a designated year. Such elections are subject to the following:

 

(a)                                  A designation may designate a particular yearfor commencement of payments (e.g., 2010) or the commencement date may be byreference to the Plan Year following the year of the Participant’s Separationfrom Service.

 

(b)                                 If the Participant designates that payments willoccur over a period of five or ten years, the amount payable in a particularyear will be equal to his Account balance divided by the number of remaininginstallments including the current installment. Payments will come pro rata from Account A and Account B, in proportionto the relative values of the Accounts from which payment is being made.

 

(c)                                  In the event of a Participant’s death, paymentswill be made to his Beneficiary in installments over the five year periodbeginning with the year following the Participant’s death.  However, a Participant may as part of hisdeferral election designate some other form of payment with regard to deathbenefits, provided, however that in any event all death benefit payments mustbe completed not later than ten years following the Participant’s death.

 

(d)                                 Amounts payable in a particular Plan Year willbe paid in January of that Plan Year. However, a payment due to Separation from Service will not be paid untilsix months after the Separation from Service.

 

Section 8.                                                  Miscellaneous Provisions.

 

(a)                                  No Participant or Beneficiary shall have anyright to assign, pledge, transfer or otherwise hypothecate this Plan or thepayments hereunder, in whole or in part. Benefits under this Plan will not be subject to execution, attachment,garnishment or similar process.

 

(b)                                 This Plan constitutes the Company’sunconditional promise to pay the amounts which become payable pursuant to theterms hereof.  A Participant’s rights aresolely those

 

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of an unsecured creditor.  This Plan does not give any Participant orBeneficiary a security interest in any specific assets of the Company.  Accounts are for bookkeeping purposes only,and do not require any segregation of assets.

 

(c)                                  In the event of a dispute over whether aParticipant is eligible for a benefit hereunder (or the amount thereof), theParticipant is responsible for paying any costs he or she incurs in pursuingsaid claim, including his or her legal expenses and attorney fees, and theCompany is responsible for payment of any costs, legal expenses and attorneyfees it incurs.

 

(d)                                 The provisions of this Agreement shall beconstrued and enforced according to the laws of Wisconsin.

 

(e)                                  This Agreement 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.

 

(f)                                    In addition to any other applicable provisionsof indemnification, the Company agrees to indemnify and hold harmless, to theextent permitted by law, each member of the Committee (collectively referred toherein as “Indemnitee”) against any and all liabilities, losses, costs orexpenses (including legal fees) of whatsoever kind and nature which may beimposed on, reasonably incurred by or asserted against such person at any timeby reason of such person’s services in connection with the Plan, but only ifsuch person did not dishonestly or in bad faith or in willful violation of thelaw or regulations under which such liability, loss, cost or expensearises.  The Company shall have theright, but not the obligation, to select counsel and control the defense andsettlement of any action against the Indemnitee for which the Indemnitee may beentitled to indemnification under this provision.

 

(g)                                 The Plan formerly allowed certain executives ofthe Company to defer amounts from their bonuses.  All such deferrals were completed prior to2005 and are being paid in accordance with the Plan as previously in effect.

 

(h)                                 The Plan may be amended from time to time by theCompany, by action of the Board, the Committee, or an officer of the Company towhom the Board or Committee has delegated such authority.

 

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