**EXHIBIT 10(k)**

 

12-16-2008

**BEMISSUPPLEMENTAL BIPSP**

 

(As Established Effective January 1,2006)

 

Section 1.                                          **Purpose of Plan****.**   TheBemis Supplemental BIPSP (the “Plan”) has been established to providesupplemental benefits in addition to those provided through Sec. 5.7 of theBemis Investment Incentive Plan.  Byproviding said benefits, the Plan provides deferred compensation for a selectgroup of management or highly compensated employees and therefore is exemptfrom most requirements of ERISA.  ThePlan is intended to comply with the requirements of Code §409A.

 

Section 2.                                          **Definitions****.**  Thefollowing definitions shall apply for purposes of this Plan:

 

(a)                                **“Account”** means an Account established pursuant to Section 4.

 

(b)                               **“Aggregate ContinuousService”** is defined in theBIIP.

 

(c)                                **“Beneficiary”** means the person or persons the Participantdesignated as such under the BIIP.  Ifthere is no designated Beneficiary under the BIIP, the Beneficiary will bedetermined as provided in BIIP Sec. 7.3.

 

(d)                               **“BIIP”** means the Bemis Investment Incentive Plan asamended from time to time.

 

(e)                                **“BIPSP”** means the Bemis Investment Profit SharingPlan, which is part of the BIIP.

 

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

 

(g)                               **“Certified Earnings”** is defined in the BIIP.

 

(h)                               **“Change in Control”** means any event which qualifies as a changein the ownership or effective control or a change in the ownership of asubstantial portion of the assets of the Company or another member of theControl Group pursuant to Code §409A and any applicable regulationsinterpreting said section.

 

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

 

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

 

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

 

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

 

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(m)                             **“Disability Retirement”** is defined in the BIIP.

 

(n)                               **“ERISA”** means the Employee Retirement IncomeSecurity Act of 1974, as from time to time amended.

 

(o)                               **“Excess Certified Earnings”** for a Plan Year makes the amount, if any,which was excluded from an individual’s Certified Earnings due to the annuallimit under Code §401(a)(17), which is $245,000 for 2009 and is subject to acost-of-living adjustment for Plan Years after 2009.

 

(p)                               **“Group B Participant”** is defined in the BIIP.

 

(q)                               **“Hour of Service”** is defined in the BIIP.

 

(r)                                  **“Interest”** means interest at an annual rate of 7%, compoundedannually.  This rate will be reviewed bythe Company every fifth Plan Year or more frequently to assure that it remainsa “reasonable rate of interest” for purposes of Treas. Reg.31.3121(v)(2)-1(d)(2).

 

(s)                                **“Participant”** means an individual who qualifies as suchpursuant to Section 3.

 

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

 

(u)                               **“Plan Year”** means the calendar year.

 

(v)                               **“Qualified Employee”** is defined in the BIIP.

 

(w)**                            ****“Separation from Service”**is defined in Code §409A(a)(2)(A)(i) andapplicable guidance thereunder, which generally provides that:

 

(1)                                a Participant will be deemed to have aSeparation from Service only if the Participant ceases to perform any servicesfor the Company and other members of the Control Group, or the Participantcontinues to provide only “insignificant” services;

 

(2)                                serviceis “insignificant” if it is performed at a rate that is no more than 20% of theaverage level of services provided by the Participant for the preceding threefull calendar years;

 

(3)                                a bona fide leave of absence will not beconsidered a Separation from Service for the first six months of such leave oruntil the Participant no longer has a right to reemployment by statute orcontract, whichever is longer; and

 

(4)                                transfer to an employer in which the Companyor another member of the Control Group has at least 50% ownership interest isnot a Separation from Service.

 

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Section 3.                                          **Eligibility to Participate****.**  EachGroup B Participant who has Excess Certified Earnings for a Plan Year after2005 shall become a Participant in the Plan as of December 31 of said PlanYear.

 

Section 4.                                          **Accounts****.**  TheCompany will maintain an Account for each Participant on the books of theCompany.  Amounts credited to an Accountwill earn Interest from the date credited to the Account.

 

Section 5.                                          **Annual Allocations****. **As of each December 31 beginning with December 31, 2006, theCompany shall credit the Account of each Participant who meets the eligibilityrequirements in (a) with an amount determined in (b).

 

(a)                                To share in the allocations for a Plan Yearunder this Plan, a Participant must meet all of the following requirements:

 

(1)                                He or she is aGroup B Participant.

 

(2)                                He or she is aQualified Employee on December 31 of the Plan Year.  No allocation will be made to a Participant’sAccount for a Plan Year if he or she had a Separation from Service prior to theend of the Plan Year, or transferred to a position such that he or she was nota Qualified Employee at the end of the Plan Year.

 

(3)                                He or she completed at least 1000 Hours ofService during said Plan Year.

 

(4)                                He or she had Excess Certified Earnings forthe Plan Year.

 

(b)                               A Participant who meets the eligibilityrequirements in (a) for a Plan Year will receive the following allocationsfor said Plan Year:

 

(1)                                2% of his orher Excess Certified Earnings for such Plan Year.

 

(2)                                An additional allocation in an amount up to 3%of his or her Excess Certified Earnings, as determined by the Company in itssole discretion.  (The percent allocatedunder this paragraph will be the same as the percent allocated under Sec. 5.7(b) ofthe BIIP.)

 

Section 6.                                          **Payment of Benefits****. **Upon a Participant’s Separation from Service, the Company will pay theParticipant an amount equal to the vested portion of his or her Account,subject to the following:

 

(a)                                If the Participant’s Separation from Serviceoccurs under any of the following circumstances, the vested percentage is 100%and the entire Account balance will be payable:

 

(1)                                The Separation from Service occurs after theParticipant has completed at least three years of Aggregate Continuous Service.

 

(2)                                The Separation from Service occurs after theParticipant has attained age 

 

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65,regardless of length of service.

 

(3)                                The Separation from Service is a DisabilityRetirement.

 

(4)                                The Separation from Service is due to theParticipant’s death.

 

Ifthe Participant’s Separation from Service occurs before he or she has completedthree years of Aggregate Continuous Service and is not for a reason listed in(2), (3), or (4) above, the vested percentage is zero and no amount ispayable under the Plan.

 

(b)                               If the Participant is living, the VestedAccount balance, if any, will be paid to the Participant in a lump sum duringthe Plan Year following the Plan Year in which the Participant’s Separationfrom Service occurred.  Said payment maynot be made earlier than the first day of the seventh month after the month inwhich the Separation from Service occurred. For example, if Participant’s Separation from Service occurs on October 15,2010, the payment will be made during 2011, but not earlier than May 1,2011.

 

(c)                                If the Participant is no longer living (e.g.the Participant’s Separation from Service was due to his or her death, or theParticipant died after Separation from Service but before payment of his or hervested account balance), the vested account balance will be paid to theParticipant’s Beneficiary.  Such paymentwill be made on a date determined by the Company which shall not be later than December 31of the Plan Year in which the Participant died. For this purpose, if the Participant’s death occurs in October,November, or December, as permitted by Code §409A, payment will be consideredtimely if made not later than the fifteenth day of the third month after themonth in which the Participant died.

 

Section 7.                                          **Misconduct.**   Nobenefits will be paid to a Participant under this Plan if the Participant’sSeparation from Service occurs due to commission of any act of fraud,misappropriation, or embezzlement, or due to commission of a felony inconnection with his or her termination (or such grounds for termination existedat the time of Participant’s Separation from Service for other reasons).

 

Section 8.                                          **Miscellaneous Provisions****.**

 

(a)                                The Plan will be administered in behalf ofthe Company by the Committee.  TheCommittee has discretionary authority to construe the terms of the Plan, andthe Committee’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.

 

(b)                               No Participant shall have any right toassign, pledge, transfer or otherwise hypothecate this Plan or the paymentshereunder, in whole or in part.  Benefitsunder this Plan will not be subject to execution, attachment, 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 are

 

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solelythose 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 shall not be construed as acontract of employment and does not restrict the right of the Company or anyother member of the Control Group to discharge the Participant or the right ofthe Participant to terminate employment.

 

(f)                                  The provisions of this Plan shall beconstrued according to the laws of Wisconsin.

 

(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 Boardor Committee, 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 (A).

 

(2)                                No amendment will have the effect of reducingvested benefits accrued prior to the date of the amendment.

 

Section 9.                                          **Change in Control****.**  If aChange in Control occurs, then the Board or Committee may, without the consentof any Participant affected thereby, terminate the Plan and all substantiallysimilar plans.  Upon such termination,each Participant who has attained age 65 or completed at least three years ofAggregate Continuous Service as of the date the Plan is terminated will receivean immediate distribution equal to his or her Account balance.  Any such 

 

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termination of the Plan must occur during the 1-month period precedingor the 12-month period following the Change in Control.  The lump sum payment must be completed within12 months after the Plan is terminated.

 

 
|   | APPROVED ON BEHALF OF THE  COMPANY |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By:                                |   |
|   |                               | Henry  J. Theisen, President and CEO |
|   |                               |   |
|   |                               |   |
|   | Date signed:                       |   |
|        |                                    |  |  |

 

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