**EXHIBIT10(e)**

**BEMIS SUPPLEMENTAL RETIREMENT PLAN**

# **BEMIS SUPPLEMENTAL RETIREMENT PLAN**

(As Amended And Restated Effective January 1, 2005)

Section 1.              **Purpose of Plan**.  The Bemis Supplemental Retirement Plan (the “Plan”)****has been established for the following purposes:

(a)                                 To provide the additional benefits which wouldhave been provided under the regular benefit formula in Sec. 4.5(a) and (b) ofthe Bemis Retirement Plan (the “Retirement Plan”) but for the limitationsimposed by Code § 415 and/or Retirement Plan Sec. 8.12 or any successor toeither of said sections.  By providingsuch benefits, the Plan is an “excess benefit plan” under § 3 (36) of ERISA.

(b)                                 To provide benefits which would have beenpayable under the Retirement Plan but for the annual limit on coveredcompensation imposed by Code  §401 (a)(17).  Said limit is $220,000 for 2006and is subject to a cost of living adjustment for future years. By providingsuch benefits, the Plan provides deferred compensation for a select group ofmanagement or highly compensated employees and therefore is exempt from mostrequirements of ERISA.

ThePlan is intended to comply with the requirements of Code §409A.

Section 2.              **Definitions**.  Unless otherwise specified herein,capitalized terms used herein shall have the meanings specified in theRetirement Plan as amended from time to time. Terms defined in this Plan include:

(a)                                 The **“ActuarialEquivalent”** factors used in calculating lump sum payments are asfollows:

(1)                                 The interestrate used will be determined as follows:

(A)                               For purposes ofdetermining and paying mandatory lump sum cash-outs to participants underSection 6(a), (i) for lump sums payable on or before December 31, 2006,interest shall be the average of the interest rate assumptions used in thePension Benefit Guaranty Corporation immediate annuity factors for the lastthree Octobers immediately preceding the Plan Year in which the lump sum ispaid, and (ii) for lump sums payable after December 31, 2006, the interest rateused will be the “applicable interest rate” under Code §417(e) for Octoberimmediately preceding the Plan Year in which the Participant’s Termination ofEmployment occurs.

(B)                               For purposes of determining and payingmandatory lump sum cash- outs of death benefits with respect to deceased participantsunder Section 6(b), (i) for lump sums payable on or before December 31, 2006,interest shall be the average of the interest rate assumptions used in thePension Benefit Guaranty Corporation immediate annuity factors for the lastthree Octobers immediately preceding the Plan Year in which the lump sum ispaid, and (ii) for lump sums payable after December 31, 2006, the interest rateused will be the “applicable interest rate” under Code §417(e) for Octoberimmediately preceding the Plan Year in which the Participant’s death occurs.

(C)                               For purposes of determining elective lump sumpayments to Participants under Section 5, the interest rate used will be the “applicableinterest rate” under Code §417(e) for October immediately preceding the PlanYear which contains the commencement date specified in Section 4(c) or 4(d)(1),whichever is applicable.

(D)                               For purposes of determining elective lump sumdeath benefits payable under Section 5, the Plan Year which contains the firstday of the month after the month in which the Participant’s death occurs.

(2)                                 The mortality table used for all 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)                                 **“Board”**means the board of directors of the Company.

(c)                                  **“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.

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

(e)                                  **“Committee”**means the Bemis Employee Benefits Committee.

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

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

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

(i)                                     **“Participating Employer”** means each corporation which is aParticipating Employer under the Retirement Plan.

(j)                                    **“Plan”**means the Bemis Supplemental Retirement Plan asamended from time to time.

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

(l)            **“RetirementPlan”** means the Bemis Retirement Plan as amended from time to time.

(m)                             **“Senior Plan”** means the Bemis Supplemental Retirement Planfor Senior Officers as amended from time to time.

(n)                                 **“Supplemental Pension”, “TargetBenefit”,**and **“Actual Benefit”** are defined in Sec. 4.

Section 3.              **Eligibility to Receive a Benefit**.  If a person’s Termination of Employmentoccurs under circumstances that a benefit is payable under the Retirement Planto him or his surviving spouse, contingent annuitant, or beneficiary, a benefitshall also be payable under this Plan if the benefit under the Retirement Planis limited for one or more of the reasons listed in Section 1.  Each employee or former employee eligible toreceive a benefit under the Plan is a “Participant” in this Plan.

Section 4.              **Amount Payable**.  The benefit payable with respect to aParticipant shall be determined and paid as follows:

(a)                                 The “Supplemental Pension” payable under thisPlan is a monthly pension for each month a pension is payable to theParticipant or to his or her surviving spouse, contingent annuitant, orbeneficiary under the Retirement Plan in a monthly amount equal to the amount,if any, by which the “Target Benefit” in (1) exceeds the “Actual Benefit” in(2):

(1)                                 The “Target Benefit” is the monthly amountwhich would have been payable to the Participant or to his or her survivingspouse, contingent annuitant, or beneficiary under the Retirement Plan for thatmonth if the limits referred to in Section 1 were not applicable. The TargetBenefit shall be calculated  as follows:

(A)                               If the Participant is a GroupA Participant under the Retirement Plan, the Target Benefit is the AccruedMonthly Pension he or she would have had under Sec. 4.5(a) of the RetirementPlan if the limits referred to in Section 1 of this Plan were not applicable,adjusted to reflect the form of payment under which benefits are being paid bythe Retirement Plan.

(B)                               If the Participant is a Group B Participantunder the Retirement Plan, the Target Benefit is the Accrued Monthly Pension heor she would have had under Sec. 4.5(b) of the Retirement Plan if the limitsreferred to in Section 1 of this Plan were not applicable, adjusted to reflectthe form of payment under which benefits are being paid by the Retirement Plan.

(C)                               For purposes of determining the TargetBenefit, the special benefit formula in Sec. 4.5(d) of the Retirement Planshall be disregarded.

(D)                               The Retirement Plan definitions of Group AParticipants and Group B Participants apply to individuals whose Termination ofEmployment occurred after 2005.  If theParticipant’s Termination of Employment occurred in 2005, his or her TargetBenefit will be calculated as provided in (A).

(2)                                 The “Actual Benefit” is the monthly amountactually payable under the Retirement Plan to the Participant or survivingspouse, contingent annuitant or beneficiary for that month under the form ofpayment under which benefits are paid.  TheActual Benefit will be calculated under Retirement Plan Sec. 4.5(a) (if theParticipant is a Group A Participant) or Sec. 4.5(b) (if the Participant is aGroup B Participant) but in either case will not be less than the amountpayable under Sec. 4.5(d) if applicable.

(b)                                 The Supplemental Pension shall be paid to theParticipant during his or her lifetime. Following the Participant’s death, theSupplemental Pension will be paid to the same individuals and in the sameproportions as death benefits are being paid under the Retirement Plan.

(c)                                  If the Participant’s benefit under theRetirement Plan begins prior to January 1, 2008, his or her benefit will beginat the same time and be paid in the same form as the Participant’s benefitunder the Retirement Plan.

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

(1)                                 His or her benefit under this Plan will beginas 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.

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(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.

(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.

(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 “Target Benefit” in (a)(1) will be in the form of a life annuity, andthe “Actual Benefit” in (a)(2)will be amount which would have been paid to theParticipant 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 “Target Benefit” in (a)(1) and “ActualBenefit” in (a)(2) will be calculated by reference to the amount which couldhave been paid by the Retirement Plan in the form of a life annuity commencingas of the date determined in (1).

(e)                                  If the Participant’sdeath occurs prior to the date his monthly pension begins under the RetirementPlan, and a Qualified Preretirement Survivor Annuity is payable under theRetirement Plan to his or her surviving spouse, the monthly amount of theSupplemental Pension shall be determined by reference to the benefits payableto said person rather than by reference to the pension the Participant wouldhave received had he lived. Said benefit will be paid to the survivingspouse.  For this purpose, theSupplemental Pension under this Plan will commence as of the earliest date theQualified Pre-retirement Survivor Annuity was available for payment under theRetirement Plan, and the offset for benefits under the Retirement Plan will becalculated as of said earliest date.  Thatis to say, while a surviving spouse may elect to delay commencement of herbenefit under the Retirement Plan, no such election is available under thisPlan and the benefit and offset under this Plan will be calculated accordingly.

Section 5.              **Optional Lump Sum Benefit**.  In lieu of monthly benefits, a Participantmay elect to receive a lump sum payment which is the Actuarial Equivalent ofsaid benefits, subject to the following:

(a)                                 A Participant whose benefits will commence in2007 may make such an election on or before December 31, 2006.  A Participant whose benefits will commence in2008 or later may make such an election on or before December 31, 2007.  An election made in 2006 with respect tobenefits commencing in 2007 is irrevocable after December 31, 2006.  An election made in 2006 or 2007 with respectto benefits commencing in 2008 or later is irrevocable after December 31,2007.  A Participant who makes such anelection will receive his or her lump sum payment in whichever of the followingmonths is later:

(1)                                 The twelfth month after the month in which hisor her Termination of Employment occurred.

(2)                                 The month following the month in which he orshe attained age 55.

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

(1)                                 The election must be made not later than atleast 12 months prior to the Participant’s Termination of Employment.  However, in the case of any Participant whoseTermination of Employment occurs prior to his attainment of age 55, theelection may be made anytime prior to the Participant’s 54th birthday.

(2)                                 The lump sum will be paid in the month that isfive years after the month in which the earliest payment would have been madeto the Participant but for the election. For example, if a Participant makes alump sum election on December 15, 2008, has a Termination of Employment onFebruary 15, 2010, and is eligible for a benefit under this Plan commencing asof 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.

(3)                                 The lump sum election is irrevocable.

(c)                                  The lump sum amount will be calculated as ofthe commencement date specified in Section 4(c) or 4(d)(1), whichever isapplicable, and is the Actuarial Equivalent of a life only pension commencingon said date.  For this purpose, it willbe assumed that the Participant’s benefit under the Retirement Plan also ispaid on a life only basis commencing on the same date.

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(d)                                 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:

(1)                                 December 31 ofthe year in which the Participant died.

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

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

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

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

(2)                                 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

(3)                                 His benefit underthis Plan and the Retirement Plan was paid on a life only basis.

(f)                                   In any casewhere a Participant in this Plan also participates in the Senior Plan, any lumpsum election under this Plan will be effective only if the Participant alsoelected a lump sum under the Senior Plan.

Section 6.              **Mandatory Cash-Out of Certain Benefits**.

(a)                                 In any case where the Actuarial Equivalentvalue of benefits payable with respect to a Participant under this Plan is$25,000 or less, in lieu of monthly benefits, the Company shall pay a lump sumequal to the Actuarial Equivalent value. If the $5,000 amount specified in Code § 411(a)(11) (i.e. the maximumamount a qualified plan may require to be cashed out in lieu of annuity or installmentdistributions) is increased, the $25,000 amount in this subsectionautomatically will be increased to five times the new Code § 411(a)(11)amount.  Said lump sum shall be paidduring the seventh month after the month in which the Participant’s Terminationof Employment occurs.

(b)                                 In any casewhere the Actuarial Equivalent value of death benefits payable with respect toa deceased Participant under Section 4(b) or (e) is $25,000 or less, in lieu ofmonthly benefits, the Company shall pay a lump sum equal to the ActuarialEquivalent value.  If the $5,000 amountspecified in Code §411(a)(11) (i.e. the maximum amount a qualified plan mayrequire to be cashed out in lieu of annuity or installment distributions) isincreased, the $25,000 amount in this subsection automatically will beincreased to five times the new Code §411(a)(11) amount.  Said lump sum will be paid to the samerecipients and in the same proportions as the monthly death benefits would havebeen paid.  Payment will occur on a datedetermined by the Company which shall not be later than the later of:

(1)                                 December 31 ofthe year in which the Participant died.

(2)                                 The fifteenthday of the third month after the month in which the Participant died.

Section 7.              **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 benefits which are delayed due to the sixmonth rule under Code §409A.  For thispurpose, the interest rate used will be the “applicable interest rate” underCode §417(e) for October immediately preceding the Plan Year in which benefitswould have commenced but for the six-month delay.

Section 8.              **Individual Agreements**.  Benefits provided by this Plan may beevidenced by individual employment agreements between the Company andindividuals who are or may become eligible for such benefits.  Benefits provided by the Plan will be paid toan individual regardless of whether those benefits are evidenced by anindividual employment agreement.

Section 9.                               **MiscellaneousProvisions**.

(a)                                 The Plan will beadministered in behalf of the Company by the Committee.  The Committee has discretionary authority toconstrue the terms of the Plan, and the Committee’s determinations shall befinal and binding on all persons.  TheCommittee may delegate all or any part of its administrative responsibilitiesto employees of the Company.

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(b)                                 No Participantor Beneficiary shall have any right to assign, pledge, transfer or otherwisehypothecate this Plan or the payments hereunder, in whole or in part. Benefitsunder this Plan will not be subject to execution, attachment, garnishment orsimilar process.

(c)                                  This Planconstitutes the Company’s unconditional promise to pay the amounts which becomepayable pursuant to the terms hereof. A Participant’s rights are solely thoseof an unsecured creditor. This Plan does not give any Participant orbeneficiary a security interest in any specific assets of the Company.

(d)                                 The Committeemay in its sole discretion arrange for payment by a subsidiary of the Companyof the amounts the Committee determines are attributable to service with thatsubsidiary.

(e)                                  This Plan or anyParticipation Agreement under the Plan shall not be construed as a contract ofemployment and does not restrict the right of the Company or any of itssubsidiaries to discharge the Participant or the right of the Participant toterminate employment.

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

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

(h)                                 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 an 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 act dishonestly or in bad faith or in willful violation ofthe law or regulations under which such liability, loss, cost or expensearises. The Company shall have the right, but not the obligation, to selectcounsel and control the defense and settlement of any action against theIndemnitee for which the Indemnitee may be entitled to indemnification  under this provision.

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

(1)                                 The Committee or the Chief Executive Officerof the Company also may amend the Plan, provided the amendment does notmaterially increase the cost of the Plan or the amount of benefits provided bythe Plan.

(2)                                 In addition, the Board may delegate to theCommittee or the Chief Executive Officer authority to approve amendments notfalling with the scope of (1).

(3)                                 No amendment will have the effect of reducinga Participant’s aggregate benefit under this Plan and the Retirement Plan toless than the amount which would have been payable if the amendment had notoccurred, said amount to be based solely on compensation and service prior tothe effective date of the amendment.

(j)            Certain terms used in this Plan aredefined in the Retirement Plan.

Section 10.            **Change In Control.**  If a Change in Control occurs, than the Boardor Committee 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.

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  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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