**EXHIBIT 10(f)**

 

12-16-08

**BEMISSUPPLEMENTAL RETIREMENT PLAN FOR SENIOR OFFICERS**

 

(As Amended Effective January 1, 2008)

 

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

 

Section 2.                                          **Transition Rules****.**  ThePlan as set forth herein applies to Participants whose benefits commence after December 31,2008.

 

Benefits which commenced during 2005-2008 are being paid pursuant totransition rules applicable under Code §409A.

 

Benefits commencing prior to 2005 were paid under the Plan aspreviously in effect.

 

Section 3.                                          **Definitions****.**  Thefollowing definitions shall apply for purposes of this Plan:

 

(a)                                The **“ActuarialEquivalent”** factors used in the Plan are as follows:

 

(1)                                The interest rate used will be the annualinterest rate on 30-year Treasury securities as specified by the Commissionerof Internal Revenue for October immediately preceding whichever of thefollowing 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 Separation from Service.

 

(B)                              For calculationof monthly amounts payable under alternative forms of annuity, the Plan Yearwhich contains the commencement date specified in Section 7(a).

 

(C)                              For calculationof elective lump sum payments to Participants under Section 8(a) or120-month installment payments under Section 8(b), the Plan Year whichcontains the date specified in Section 7(a).

 

(D)                             For calculationof lump sum death benefits under Section 8, the Plan Year which containsthe first day of the month after the month in which the Participant’s deathoccurred.

 

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(E)                               Forcalculations under Section 9, the Plan Year which contains the applicabledate is defined in said section.

 

(F)                               For purposes ofcalculating whether the amount in Section 11 is $100,000 or less, the PlanYear which contains the seventh month following the month in which theParticipant’s Separation from Service occurs.

 

(G)                              For purposes ofcalculating whether the amount in Section 11 is $100,000 or less, the PlanYear in which the Participant’s death occurred.

 

(H)                             For purposes ofapplying Section 11(d) (mandatory cashouts of certain benefits whereSeparation from Service or death occurred prior to 2008), the 2008 Plan Year(i.e. use October 2007 rate).

 

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

 

(b)                               **“Beneficiary”**means the person or persons a Participantdesignates as such on his or her Beneficiary designation form.  The Company may prescribe a combinedBeneficiary designation form for use under this Plan and other plans providingnon-qualified deferred compensation.  TheParticipant may alter or revoke such designation without the consent of theBeneficiary.  If there is not on filewith the Company an effective designation of Beneficiary by a deceasedParticipant, the Beneficiary shall be the person or persons surviving theParticipant in the first of the following classes in which there is a survivor,share and share alike:

 

(1)                                The Participant’s spouse.

 

(2)                                The Participant’s children, except that ifany of the Participant’s children predecease the Participant but leave issuesurviving the Participant, such issue shall take by right of representation theshare their parent would have taken if living.

 

(3)                                The Participant’s personal representative(executor or administrator).

 

Determination of the identity of theBeneficiary in each case shall be made by the Company.  If a Beneficiary survives the Participant,but dies before payment of all amounts to which the Beneficiary is entitled,any remaining payments will be made to the Beneficiary’s estate.

 

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

 

(d)                               **“BIPSP Offset”** means the amount calculated as provided in Section 12.

 

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

 

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(f)                                  **“Change in Control”**of the Company means any event whichqualifies as a change in the ownership or effective control or a change in theownership of a substantial portion of the assets of the Company or anothermember of the Control Group pursuant to Code §409A and any applicableregulations interpreting said section.

 

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

 

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

 

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

 

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

 

(k)                                **“Deemed Commencement Date”** is defined in Section 13.

 

(l)                                   **“Elapsed Time”** is defined in the Retirement Plan.  However, for purposes of determining theamount of a Participant’s Supplemental Accrued Benefit under Section 6 orSupplemental Preretirement Death Benefit under Section 9, Elapsed Timewith an employer prior to the date that employer became a member of the ControlGroup shall be disregarded.  Theexclusion in the preceding sentence does not apply for purposes of determiningwhether a Participant is vested under Section 5.

 

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

 

(n)                               **“Final Average Earnings”** as defined in the Retirement Plan, subjectto the following adjustments:

 

(1)                                Said amount shall be calculated withoutregard to the Code § 401(a)(17) limit on annual pay, which is $245,000 for 2009and is subject to a cost-of-living adjustment for years after 2009.

 

(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 4.

 

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

 

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(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 each December 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)                             **“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)                                service is “insignificant” if it is performedat a rate that is no more than 20% of the average level of services provided bythe Participant for the preceding three full calendar years;

 

(3)                                a bona fide leave of absence will not beconsidered a Separation of 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.

 

(x)                                 **“Supplemental AccruedBenefit”** is defined in Section 6.

 

(y)                               **“Supplemental BIPSP”** means the Bemis Supplemental BIPSP asamended from time to time.

 

Section 4.                                          **Eligibility to Participate****.** Participants shall be designated by the Committee from among seniorofficers of the Company.  The Companywill enter into a Participation Agreement with each Participant.

 

Section 5.                                          **Eligibility for a Benefit(Vesting)****.**  If a Participant’s Separation from Serviceoccurs 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 6, 7 and 8:

 

(a)                                The Participant’s Separation from Serviceoccurs after he or she has attained age 50 and completed 20 or more years ofElapsed Time.

 

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(b)                               The Participant’s Separation from Serviceoccurs 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 Separation from Service occursafter he or she has met the requirements of (a) or (b) and theParticipant dies after Separation from Service but before his or her benefitcommencement date under Section 7(a), no benefit will be payable under Section 7,but the Participant’s Qualified Spouse, if any, shall be entitled to aSupplemental Preretirement Death Benefit determined as provided in Section 9.  Also, if a Participant’s Separation fromService is due to his or her death and occurs after he or she has met therequirements of (a) or (b), no benefit will be payable under Sections 6 and7 and the Participant’s Qualified Spouse, if any, shall be entitled to aSupplemental Preretirement Death Benefit determined as provided in Section 9.  However, if a Participant dies after electinga lump sum or 120 monthly installments under Section 8 but before the lumpsum or installments are paid, the lump sum or remaining installments will bepaid as provided in Section 8, and no benefit will be paid under Section 9.

 

No benefit will be payable under the Plan if theParticipant’s Separation from Service occurs before the Participant met theforegoing age and service requirements.

 

Section 6.                                          **Supplemental AccruedBenefit.**  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 of annuity other than life only, saidamount shall be adjusted so that it is the Actuarial Equivalent of a lifeannuity.

 

***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.  (If the Participant’s pension under theRetirement Plan does not begin until after his pension under this Plan, thisoffset will be calculated as provided in Section 7(d)(3)).

 

(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 of annuity other than life only, said amount shall beadjusted so that it is the Actuarial Equivalent of a life annuity.

 

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

 

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(4)                                The BIPSP Offset computed as provided in Section 13.  If the Participant’s benefit under this Planis paid in a form of annuity other than life only, the BIPSP Offset shall beadjusted so that it is the Actuarial Equivalent of a life annuity.

 

Section 7.                                          **Form of Payment andCommencement Date**.  Except as provided in Section 8, aParticipant’s benefit under Section 6 shall be paid as follows:

 

(a)                                The Supplemental Accrued Benefit willcommence as of whichever of the following dates is later:

 

(1)                                The first day of the month after theParticipant’s Separation from Service.

 

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

 

(b)                               If the commencement date in (a) isearlier than the first day of the seventh month after the month in which theParticipant’s Separation from Service occurred, payments due under this Planfor months prior to said seventh month will be withheld by the Company and paidin a lump sum during said seventh month. For example, if a Participant has a Separation from Service on June 8,2009 and the commencement date in (a) is July 1, 2009, his paymentsunder this Plan for July 1 through December 1, 2009 will be withheldand paid during January 2010.

 

(c)                                If the benefit under the Retirement Planbegins as of a date on or before the date specified in (a), the benefit underthis Plan will be paid in the same annuity form as under the Retirement Plan.

 

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

 

(1)                                His benefit under this Plan will be paid inthe form elected by the Participant and will commence as of the date specifiedin (a).  For this purpose, a Participantmay elect any form of payment permitted by Section 7.4 or 7.5 of theRetirement Plan (i.e. joint and 50%, 75%, or 100% annuity or life and 10 yearscertain annuity).

 

(2)                                Any such election by a Participant must bemade before any annuity payment has been made under this Plan.  If no election is made, the Participant’sbenefit will be paid in the form of a life annuity.

 

(3)                                The amount in Section 6(b)(1) willbe the amount which could have been paid by the Retirement Plan in the sameform as the benefit under this Plan commencing as of the date specified in(a).  This amount will be calculatedusing the reduction factors in Retirement Plan Sec. 6.2, 6.3, 6.4, or 6.11(b),whichever is applicable, and the optional settlement factors in Retirement PlanSec. 4.10(a).

 

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

 

(f)                                  If the benefit is paid in a form other thanfor the Participant’s life only, the monthly amount payable during theParticipant’s lifetime will be subject to the Actuarial Equivalent adjustmentsspecified in Section 3(a), and the monthly amount payable after theParticipant’s death will be determined in accordance with the form of paymentthe Participant elected.

 

Section 8.**                                         ****Alternative Forms of Payment****.****                            **In lieu of a monthly annuity in a formprovided in Section 7(d), a Participant may elect to receive his or herbenefit in the form of a lump sum under (a) of this section or in 120monthly installments as provided in (b) of this section, subject to thefollowing:

 

(a)                                Lump Sum Option.  AParticipant may elect to receive a lump sum payment which is the ActuarialEquivalent of the benefit payable under Section 7.  Such elections are subject to the following:

 

(1)                                A Participantmay make such an election on or before December 31, 2008.  Such an election is irrevocable after December 31,2008.  A Participant who makes suchelection will receive his or her lump sum payment in whichever of the followingmonths is later:

 

(A)                              The twelfthmonth after the month in which his or her Separation from Service occurred.

 

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

 

(2)                                Lump sum elections made after 2008 are subjectto the following requirements:

 

(A)                              The election must be made not later than at least 12 months prior tothe Participant’s Separation from Service. However, in the case of any Participant whose Separation from Serviceoccurs prior to his attainment of age 55, the election may be made anytimeprior to the Participant’s 54th 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 the election.  For example, if a Participant makes a lumpsum election on December 15, 2009, has a Separation from Service on February 15,2011, and is eligible for a benefit under this Plan commencing as of March 1,2011, but for the lump sum election, his monthly benefits under this Plan for March throughSeptember of 2011 would have been paid as of September 1, 2011, andhis lump sum payment will be made during September, 2016.

 

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(C)                                The lump sumelection is irrevocable.

 

(3)                                The lump sum amount will be calculated as ofthe commencement date specified in Section 7(a) and is the ActuarialEquivalent of a life only pension commencing on said date.  For this purpose, it will be assumed that theParticipant’s benefit under the Retirement Plan and Regular SERP also are paidon a life-only basis commencing on the same date.

 

(4)                                If a Participant who elected a lump sumpayment dies after making the election but before receiving the lump sumpayment, the lump sum will be paid to the Participant’s Beneficiary.

 

Suchpayment will be made on a date determined by the Company which shall not belater than December 31 of the Plan Year in which the Participantdied.  For this purpose, if theParticipant’s death occurs in October, November, or December, as permitted byCode §409A, payment will be considered timely if made not later than thefifteenth day of the third month after the month in which the Participant died.

 

However, if a Participant makes a lump sum electionafter December 31, 2008, and dies within 12 months after making theelection, as required by Code §409A, the lump sum election will be of no forceor effect and no lump sum payment will be made. The restriction in the preceding sentence does not apply to lump sumelections made on or before December 31, 2008.

 

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

 

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

 

(B)                                His benefitunder the Plan began as of the first day of the month following such Separationfrom Service (but not before the first day of the month following hisattainment of age 55), and

 

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

 

(b)                               120 Monthly Installment Option: During 2008 a Participant may elect to receive his or her monthlybenefit in the form of 120 equal monthly payments, subject to the following:

 

(1)                                Such an election must be made not later than December 31,2008 and is irrevocable after said date.

 

(2)                                The monthly payments will commence as of thecommencement date specified in Section 7(a) and will be the ActuarialEquivalent of a life only 

 

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pension commencing on saiddate. For purposes of computing this amount, it will be assumed that theParticipant’s benefit under the Retirement Plan and Regular SERP also are paidon a life only basis commencing the same date.

 

(3)                                If the commencement date specified in Section 7(a) isearlier than the first day of the seventh month after the month in which theParticipant’s Separation from Service occurred, payments for months prior tosaid seventh month will be withheld by the Company and paid in a lump sumduring said seventh month.

 

(4)                                If a Participant who elected 120 monthlyinstallments under this subsection dies before all 120 installments have beenpaid:

 

(A)                              If the Participant dies after attaining age55, the remaining installments will be paid to the Participant’s Beneficiary.

 

(B)                                If the Participant dies before attaining age55, the Actuarial Value of the Participant’s benefit will be paid to theParticipant’s Beneficiary in a lump sum. Such payment will be made on a date determined by the Company whichshall not be later than December 31 of the Plan Year in which theParticipant died.  For this purpose, ifthe Participant’s death occurs in October, November or December, aspermitted by Code §409A, payment will be considered timely if made not laterthan the fifteenth day of the third month after the month in which theParticipant died.  The lump sum amountwill be the Actuarial Equivalent (as of the date the lump sum is paid) of thebenefit the Participant would have received under this Plan if:

 

(A)                            His Separation from Service occurred on thedate of his death (or on his actual Separation from Service date, if earlier),

 

(B)                              His benefit under the Plan began as of thefirst day of the month following such Separation from Service (but not beforethe first day of the month following his attainment of age 55), and

 

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

 

(c)                                Any election under this section will beeffective only if the Participant also elected the same form of payment underthe Regular SERP.

 

Section 9.                                          **Supplemental PreretirementDeath Benefit****.**  The Supplemental Preretirement Death Benefitpayable to a Qualified Spouse will be a monthly amount equal to the amount in (a) minusthe amount in (b):

 

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(a)                                The monthly amount which would be payable if:

 

(1)                                The Participant survived to the date in (i) or(ii) below, whichever is applicable (hereafter referred to as the “applicabledate”).

 

(2)                                The Participant was eligible for a lifeannuity beginning on the applicable date in a monthly amount equal to 2.5% ofthe Participant’s Final Average Monthly Earnings multiplied by his or her yearsof Elapsed Time.

 

(3)                                The life annuity in (2) was converted toa joint and 100% survivor annuity for the Participant and Qualified Spousebeginning on the applicable date which is the Actuarial Equivalent of the lifeannuity.

 

***less***

 

(b)                               The sum of the following amounts:

 

(1)                                The monthly amount, if any, payable to theQualified Spouse under the Retirement Plan commencing as of the applicabledate.

 

(2)                                The monthly amount which would be payable if:

 

(A)                            The Participant survived to the applicabledate.

 

(B)                              The Participant was eligible for a lifeannuity beginning on the applicable date in a monthly amount equal to 2.5% ofthe Participant’s Primary Social Security Benefit determined under Sec. 4.9 ofthe Retirement Plan multiplied by the Participant’s years of Elapsed Time (butnot more than 20 years).

 

(C)                              The life annuity in (B) was converted toa joint and 100% survivor annuity for the Participant and Qualified Spousebeginning on the applicable date which is the Actuarial Equivalent of the lifeannuity.

 

(3)                                The monthly amount which would be payable if:

 

(1)                                The Participant survived to the applicabledate.

 

(2)                                The BIPSP Offset computed as provided in Section 13was converted to a joint and 100% survivor annuity for the Participant andQualified Spouse beginning on the applicable date which is the ActuarialEquivalent thereof.

 

If payment begins before the Participant would haveattained Normal Retirement Age, the amounts in (a) and (b)(2) willnot be subject to reduction for early commencement.

 

Said death benefit will commence on whichever of thefollowing dates is applicable (the “applicable date”):

 

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(i)                                   If the Participant’s death occurs on or afterthe date 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.

 

(ii)                                If theParticipant’s death occurs before he or she attained age 55, said death benefitwill 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 the Participant elected a lumpsum or 120 monthly installments pursuant to Section 8, no benefit will bepaid under this section.

 

Section 10.                                    **Benefits Under This Plan and the Regular SERP Must be Paid in the SameForm****.**  Any benefits payable to a Participant underthe Regular SERP must be paid in the same form as his or her benefit under thisPlan.  For example, a Participant’s lumpsum election under this Plan will also apply to any benefits payable under theRegular SERP.  Similarly, if aParticipant chooses a life and 10 years certain annuity, both plans will pay inthat form.

 

Section 11.                                    **Mandatory Cash-Out of Certain Benefits**.

 

(a)                                Inany case where the sum of the following amounts is $100,000 or less, in lieu ofmonthly benefits, the Company shall pay a lump sum equal to the sum of saidamounts:

 

(1)                                TheActuarial Equivalent of the benefits payable under this Plan.

 

(2)                                TheActuarial Equivalent of the benefits payable under the Regular SERP, if any.

 

The amounts in (1) and(2) shall be determined as of the first day of the seventh month followingthe month in which the Participant’s Separation from Service occurs and shallbe paid during said seventh month.

 

(b)                               Inany case where the sum of the following amounts is $100,000 or less as of thedate of a Participant’s death, in lieu of monthly benefits, the Company shallpay the Participant’s Beneficiary a lump sum death benefit equal to the sum ofsaid amounts:

 

(1)                                TheActuarial Equivalent of the death benefit payable under this Plan.

 

(2)                                TheActuarial Equivalent of the death benefits payable under the Regular SERP, ifany.

 

The amounts in (1) and (2) shallbe determined as of the date of the Participant’s death.  Payment will occur on a date determined bythe Company which shall be not later than December 31 of the Plan Year inwhich the Participant’s death occurred. For this purpose, if a Participant’s death occurs in October, November,or December, as permitted by Code §409A, payment will be considered timely if 

 

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made not later than thefifteenth day of the third month after the month in which the Participant’sdeath occurred.

 

(c)                                Ifthe $5,000 amount specified in Code § 411(a)(11) (i.e. the maximum amount aqualified plan may require to be cashed out in lieu of annuity or installmentdistributions) is increased, the $100,000 amount in this section automaticallywill be increased to 20 times the new Code § 411(a)(11) amount.

 

Section 12.                                    **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) fromthe date as of which the lump sum is calculated through the payment date.

 

(b)                               Interest will also be paid on monthlybenefits which are delayed due to the six-month rule under Code§409A.  For this purpose, the interestrate used will be the interest rate under Section 2(a) for October immediatelypreceding the Plan Year in which benefits would have commenced but for thesix-month delay.

 

Section 13.                                    **BIPSP Offset****.**  TheBIPSP offset will be determined as follows:

 

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

 

(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 Separation from Service 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 Separation from Service occurred if (i) theBIPSP contributions the Participant received for each Plan Year were made on December 31of that Plan Year and (ii) said contributions earned an annual return of7% (compounded annually) from the December 31 credited to the account.

 

(2)                                The Participant’s “Deemed Supplemental BIPSPBalance” as of the last day of the month preceding the month in which his orher Separation from Service occurred, which is the amount that would have beenheld in such individual’s Supplemental BIPSP Account on said date if (i) BIPSPallocations each year the Participant was eligible for such allocations were 31⁄2% of certified earnings as defined in the BIIP, (ii) such contributionsfor a Plan Year were made on December 31 of that Plan Year, and (iii) suchcontributions earned an annual return of 7% (compounded annually) from the December 31credited to the account.

 

(b)                               The Company will use the Actuarial Equivalentfactors in Section 3(a) to convert the sum in (a) to the BIPSPOffset, which is a monthly annuity with the first 

 

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payment on the Participant’sDeemed Commencement Date and the last payment on the first day of the month inwhich the Participant’s death occurs. For this purpose:

 

(1)                                If the Participant has a Separation fromService after attaining age 55, the Deemed Commencement Date is the first dayof the month after the month in which the Separation from Service occurs.

 

(2)                                If the Participant has a Separation fromService before attaining age 55, the Deemed Commencement Date is the first dayof the month after the Participant attains age 55.

 

(3)                                If the Participant’s Separation from Serviceis due to his or her death or the Participant dies after Separation fromService 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 14.                                    **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 15.                                    **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, 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 

 

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willbe subject to the claims of the Company’s creditors, and the trust’s assetswill 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 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 Agreementunder the 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 beconstrued and enforced according to the laws of Wisconsin to the extent suchlaws are not preempted 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 Boardor Committee, except as follows:

 

(A)                            The Chief Executive Officer of the Companyalso may amend the Plan, provided the amendment does not materially increase thecost 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 Separation from Service 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 definedin 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.

 

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Section 16.                                    **Change In Control****.**  If aChange in Control occurs, the Board or Committee may, without the consent ofany Participant affected thereby, terminate the Plan and all substantiallysimilar plans.  Upon such termination,each Participant who has met the requirements of (a) or (b) as of thedate the Plan is terminated will receive an immediate lump sum payment equal tothe Actuarial Equivalent of his or her benefit under this Plan:

 

(a)                                A Participant meets the requirements of thissubsection (a) if he or she had a Separation from Service prior to thedate 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 Separationfrom Service prior to the date the Plan is terminated meets the requirements ofthis subsection (b) if he or she would have been eligible pursuant to Section 4for a benefit under this Plan if his or her Separation from Service hadoccurred immediately prior to the date the Plan is terminated.

 

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

 

 
|   | APPROVED ON BEHALF OF THE COMPANY |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               |   |
|   |                              | Henry J.  Theisen, President and CEO |
|   |                              |   |
|   |                              |
|   | Date Signed:                      |   | , 2008 |
|        |                                   |  |  |  |

 

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