**Exhibit10.(a)**

 

 

**BEMISRETIREMENT PLAN**

 

 

**(Amendedand Restated Effective as of January 1, 2009)**

 

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**BEMISRETIREMENT PLAN**

 

Table of Contents

 
| ARTICLE I  | GENERAL                                                                      |   | 1      |
|------------|------------------------------------------------------------------------------|--------|--------|
| Sec. 1.1   | Name of Plan                                                                 |   | 1      |
| Sec. 1.2   | Purpose                                                                      |   | 1      |
| Sec. 1.3   | History of the Plan                                                          |   | 1      |
| Sec. 1.4   | Plan Year                                                                    |   | 1      |
| Sec. 1.5   | Company                                                                      |   | 1      |
| Sec. 1.6   | Participating Employer                                                       |   | 1      |
| Sec. 1.7   | Construction and Applicable Law                                              |   | 2      |
| Sec. 1.8   | Benefits Determined Under Provisions in Effect at  Termination of Employment |   | 2      |
| Sec. 1.9   | Transition Rules                                                             |   | 2      |
|       |                                                                         |   |   |
| ARTICLE II | MISCELLANEOUS DEFINITIONS                                                    |   | 3      |
| Sec. 2.1   | Accrued Monthly Pension                                                      |   | 3      |
| Sec. 2.2   | Accumulated Interest                                                         |   | 3      |
| Sec. 2.3   | Active Participant                                                           |   | 3      |
| Sec. 2.4   | Actuarial Equivalent                                                         |   | 3      |
| Sec. 2.5   | Actuarial Value                                                              |   | 3      |
| Sec. 2.6   | Actuary                                                                      |   | 3      |
| Sec. 2.7   | Administrator                                                                |   | 3      |
| Sec. 2.8   | Affiliate                                                                    |   | 3      |
| Sec. 2.9   | Bemis Elapsed Time                                                           |   | 3      |
| Sec. 2.10  | Beneficiary                                                                  |   | 3      |
| Sec. 2.11  | Board                                                                        |   | 4      |
| Sec. 2.12  | Code                                                                         |   | 4      |
| Sec. 2.13  | Common Control                                                               |   | 4      |
| Sec. 2.14  | Credited Service                                                             |   | 4      |
| Sec. 2.15  | Disability Retirement                                                        |   | 4      |
| Sec. 2.16  | Early Retirement                                                             |   | 5      |
| Sec. 2.17  | Elapsed Time                                                                 |   | 5      |
| Sec. 2.18  | Eligibility Computation Period                                               |   | 5      |
| Sec. 2.19  | Employment Commencement Date                                                 |   | 5      |
| Sec. 2.20  | ERISA                                                                        |   | 5      |
| Sec. 2.21  | Final Average Earnings                                                       |   | 5      |
| Sec. 2.22  | Fund                                                                         |   | 5      |
| Sec. 2.23  | Funding Agency                                                               |   | 5      |
| Sec. 2.24  | Group A Participant                                                          |   | 5      |
| Sec.  2.25 | Group  B Participant                                                         |   | 5      |
| Sec. 2.26  | Hour of Service                                                              |   | 5      |
| Sec. 2.27  | Leased Employee                                                              |   | 5      |

 

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| Sec. 2.28   | Long-Term Disability Plan (Pre-2006)                  |   | 6      |
|-------------|-------------------------------------------------------|--------|--------|
| Sec. 2.29   | Monthly Earnings                                      |   | 6      |
| Sec. 2.30   | Named Fiduciary                                       |   | 6      |
| Sec. 2.31   | Normal Retirement                                     |   | 6      |
| Sec. 2.32   | Normal Retirement Age                                 |   | 6      |
| Sec. 2.33   | Normal Retirement Date                                |   | 7      |
| Sec. 2.34   | Participant                                           |   | 7      |
| Sec. 2.35   | Present Value                                         |   | 7      |
| Sec. 2.36   | Primary Social Security Benefit                       |   | 7      |
| Sec. 2.37   | Qualified Employee                                    |   | 7      |
| Sec.  2.38  | Qualified  Military Service                           |   | 9      |
| Sec. 2.39   | Recognized Break In Service                           |   | 9      |
| Sec. 2.40   | Service Ratio                                         |   | 9      |
| Sec. 2.41   | Termination of Employment                             |   | 9      |
| Sec.  2.42  | USERRA                                                |   | 9      |
| Sec. 2.43   | Vested Termination                                    |   | 9      |
| Sec. 2.44   | Year of Eligibility Service                           |   | 9      |
|        |                                                  |   |   |
| ARTICLE III | SERVICE PROVISIONS                                    |   | 10     |
| Sec. 3.1    | Employment Commencement Date                          |   | 10     |
| Sec. 3.2    | Termination of Employment                             |   | 10     |
| Sec. 3.3    | Recognized Break In Service                           |   | 10     |
| Sec. 3.4    | Elapsed Time                                          |   | 10     |
| Sec. 3.5    | Credited Service                                      |   | 12     |
| Sec. 3.6    | Eligibility Computation Period                        |   | 15     |
| Sec. 3.7    | Year of Eligibility Service                           |   | 15     |
| Sec. 3.8    | Hour of Service                                       |   | 16     |
| Sec. 3.9    | Service Rules at Columbus, Indiana Facility      |   | 17     |
| Sec. 3.10   | Bemis Elapsed Time                                    |   | 17     |
|        |                                                  |   |   |
| ARTICLE IV  | BENEFIT DEFINITIONS                                   |   | 19     |
| Sec. 4.1    | Normal Retirement                                     |   | 19     |
| Sec. 4.2    | Early Retirement                                      |   | 19     |
| Sec. 4.3    | Disability Retirement                                 |   | 19     |
| Sec. 4.4    | Vested Termination                                    |   | 19     |
| Sec. 4.5    | Accrued Monthly Pension                               |   | 19     |
| Sec. 4.6    | Service Ratio                                         |   | 21     |
| Sec. 4.7    | Monthly Earnings                                      |   | 22     |
| Sec. 4.8    | Final Average Earnings                                |   | 24     |
| Sec. 4.9    | Primary Social Security Benefit                       |   | 25     |
| Sec. 4.10   | Actuarial Equivalent, Actuarial Value, Present  Value |   | 26     |
|        |                                                  |   |   |
| ARTICLE V   | PLAN PARTICIPATION                                    |   | 29     |
| Sec. 5.1    | Eligibility for Participation                         |   | 29     |
| Sec. 5.2    | Duration of Participation                             |   | 29     |
| Sec. 5.3    | No Guarantee of Employment                            |   | 29     |

 

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| ARTICLE VI   | PENSION BENEFITS                                                                            |   | 30     |
|--------------|---------------------------------------------------------------------------------------------|--------|--------|
| Sec. 6.1     | Pension on Normal Retirement                                                                |   | 30     |
| Sec. 6.2     | Pension on Early Retirement                                                                 |   | 30     |
| Sec. 6.3     | Pension on Disability Retirement                                                            |   | 30     |
| Sec. 6.4     | Pension on Vested Termination                                                               |   | 31     |
| Sec. 6.5     | Deduction for Other Pension Payments                                                        |   | 31     |
| Sec. 6.6     | Amendments Affecting Pension Rights                                                         |   | 32     |
| Sec. 6.7     | Suspension of Benefits and Effect of Reemployment                                           |   | 32     |
| Sec. 6.8     | Family Income Coverage                                                                      |   | 34     |
| Sec. 6.9     | Effect of Participation in Variable Annuity Fund  Prior to January 1, 1969             |   | 34     |
| Sec. 6.10    | Preservation of Benefits Under Pre-1972 Formula                                             |   | 34     |
| Sec. 6.11    | Preservation of Benefits Under Pre-1997 Formula                                             |   | 34     |
| Sec. 6.12    | Special Vested Termination Provisions For  Employees At Certain Discontinued Operations     |   | 37     |
| Sec. 6.13    | Special Enhanced Benefit for Certain Employees at  Stow, Ohio                               |   | 38     |
| Sec. 6.14    | Increase in Benefits for Persons Whose Benefits  Commenced Prior to January 1, 1990    |   | 39     |
| Sec. 6.15    | Special Enhanced Benefit for Certain Employees at  Bemis Clysar, Inc.                  |   | 40     |
| Sec. 6.16    | Special Provisions Applicable to Participants Who  Terminated Due to Certain Plant Closings |   | 41     |
| Sec. 6.17    | Special Provisions Applicable to Participants Who  Qualified for LTD Benefits Prior to 2006 |   | 41     |
| Sec. 6.18    | Missing Participant or Beneficiary                                                          |   | 42     |
|         |                                                                                        |   |   |
| ARTICLE VII  | SURVIVOR’S BENEFITS                                                                    |   | 44     |
| Sec. 7.1     | Qualified Preretirement Survivor Annuity                                                    |   | 44     |
| Sec. 7.2     | Qualified Joint and Survivor Annuity                                                        |   | 46     |
| Sec. 7.3     | Election Procedure                                                                          |   | 48     |
| Sec. 7.4     | Optional Settlements                                                                        |   | 49     |
| Sec. 7.5     | Other Death Benefits                                                                        |   | 50     |
|         |                                                                                        |   |   |
| ARTICLE VIII | MISCELLANEOUS BENEFIT PROVISIONS                                                            |   | 51     |
| Sec. 8.1     | Commencement Date for Pension Payments                                                      |   | 51     |
| Sec. 8.2     | Payment of Small Amounts and Certain Consequences  Thereof                                  |   | 52     |
| Sec. 8.3     | No Other Benefits                                                                           |   | 52     |
| Sec. 8.4     | Source of Benefits                                                                          |   | 52     |
| Sec. 8.5     | Incompetent Payee                                                                           |   | 52     |
| Sec. 8.6     | Assignment or Alienation of Benefits                                                        |   | 53     |
| Sec. 8.7     | Payment of Taxes                                                                            |   | 53     |
| Sec. 8.8     | Conditions Precedent                                                                        |   | 53     |
| Sec. 8.9     | Company Directions to Funding Agency                                                        |   | 54     |
| Sec. 8.10    | Benefits Not Increased by Actuarial Gains                                                   |   | 54     |
| Sec. 8.11    | Pensions Not Decreased on Account of Certain Social  Security Increases                     |   | 54     |
| Sec. 8.12    | Maximum Limitations on Benefits                                                             |   | 54     |
| Sec. 8.13    | Distributions Made in Accordance with Code §  401(a)(9)                                |   | 57     |

 

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| Sec. 8.14    | Deemed Cash-Out Upon Termination of Employment for  Unvested Participants |   | 57     |
|--------------|---------------------------------------------------------------------------|--------|--------|
| Sec. 8.15    | Rollovers and Transfers to Other Qualified Plans                          |   | 57     |
| Sec. 8.16    | Special Benefit Limitation                                                |   | 58     |
| Sec. 8.17    | Benefits of Reemployed Veterans                                           |   | 59     |
| Sec. 8.18    | Retroactive Annuity Starting Dates                                        |   | 60     |
| Sec. 8.19    | Limitations Pursuant to Code §436                                    |   | 61     |
|         |                                                                      |   |   |
| ARTICLE IX   | FUND                                                                      |   | 63     |
| Sec. 9.1     | Composition                                                               |   | 63     |
| Sec. 9.2     | Funding Agency                                                            |   | 63     |
| Sec. 9.3     | Compensation and Expenses of Funding Agency                               |   | 63     |
| Sec. 9.4     | Securities and Property of Participating Employers                        |   | 63     |
| Sec. 9.5     | No Diversion                                                              |   | 64     |
| Sec. 9.6     | Employer Contributions                                                    |   | 64     |
|         |                                                                      |   |   |
| ARTICLE X    | ACTUARY                                                                   |   | 65     |
| Sec. 10.1    | Appointment                                                               |   | 65     |
| Sec. 10.2    | Responsibilities                                                          |   | 65     |
| Sec. 10.3    | Compensation                                                              |   | 65     |
| Sec. 10.4    | Resignation, Removal, and Successor                                       |   | 65     |
|         |                                                                      |   |   |
| ARTICLE XI   | ADMINISTRATION OF PLAN                                                    |   | 66     |
| Sec. 11.1    | Administration by Company                                                 |   | 66     |
| Sec. 11.2    | Certain Fiduciary Provisions                                              |   | 66     |
| Sec. 11.3    | Evidence                                                                  |   | 67     |
| Sec. 11.4    | Correction of Errors                                                      |   | 67     |
| Sec. 11.5    | Records                                                                   |   | 67     |
| Sec. 11.6    | Claims Procedure                                                          |   | 67     |
| Sec. 11.7    | Bonding                                                                   |   | 68     |
| Sec. 11.8    | Waiver of Notice                                                          |   | 68     |
| Sec. 11.9    | Agent For Legal Process                                                   |   | 68     |
| Sec. 11.10   | Indemnification                                                           |   | 68     |
|         |                                                                      |   |   |
| ARTICLE XII  | AMENDMENT, TERMINATION, MERGER                                            |   | 69     |
| Sec. 12.1    | Amendment                                                                 |   | 69     |
| Sec. 12.2    | Reorganization of Participating Employers                                 |   | 69     |
| Sec. 12.3    | Termination                                                               |   | 69     |
| Sec. 12.4    | Partial Termination                                                       |   | 71     |
| Sec. 12.5    | Merger, Consolidation, or Transfer of Plan Assets                         |   | 72     |
| Sec. 12.6    | Deferral of Distributions                                                 |   | 72     |
|         |                                                                      |   |   |
| ARTICLE XIII | MISCELLANEOUS PROVISIONS                                                  |   | 73     |
| Sec. 13.1    | Headings                                                                  |   | 73     |
| Sec. 13.2    | Capitalized Definitions                                                   |   | 73     |
| Sec. 13.3    | Gender                                                                    |   | 73     |

 

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| Sec. 13.4   | Use of Compounds of Word ‘Here’ |   | 73     |
|-------------|-------------------------------------------|--------|--------|
| Sec. 13.5   | Construed as a Whole                      |   | 73     |
|        |                                      |   |   |
| ARTICLE XIV | TOP-HEAVY PLAN PROVISIONS                 |   | 74     |
| Sec. 14.1   | Key Employee Defined                      |   | 74     |
| Sec. 14.2   | Determination of Top-Heavy Status         |   | 74     |
| Sec. 14.3   | Minimum Accrued Benefit                   |   | 76     |
| Sec. 14.4   | Vesting Schedule                          |   | 77     |
| Sec. 14.5   | Definition of Employer                    |   | 78     |
| Sec. 14.6   | Exception For Collective Bargaining Unit  |   | 78     |
|        |                                      |   |   |
| Schedule A  |                                      |   | 79     |
|        |                                      |   |   |
| Appendix A  |                                      |   | 81     |
| Appendix B  |                                      |   | 85     |
| Appendix C  |                                      |   | 87     |
| Appendix D  |                                      |   | 90     |
| Appendix E  |                                      |   | 94     |
| Appendix F  |                                      |   | 95     |
| Appendix G  |                                      |   | 96     |
| Appendix H  |                                      |   | 98     |
| Appendix I  |                                      |   | 99     |
| Appendix J  |                                      |   | 100    |

 

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**BEMIS RETIREMENT PLAN**

**(Amended and Restated Effective as of January 1,2009)**

 

### **ARTICLE I**

### ** **

**GENERAL**

 

**Sec. 1.1  Nameof Plan**.  The name ofthe pension plan set forth herein is “Bemis Retirement Plan”.  It is sometimes herein referred to as the “Plan”.

 

**Sec. 1.2  Purpose**.  The Plan has been established so thateligible employees will have a source of retirement income in addition to theother sources of retirement income available to them.

 

**Sec. 1.3  Historyof the Plan**.  The Companyon December 21, 1945 established the Bemis Bro.  Bag Company Retirement Income Plan and Trust(sometimes referred to as “S&RIP”), under which retirement benefits were tobe provided for eligible employees. Subsequently, on March 12, 1958 the Company established the BemisBro. Bag Company Supplemental Pension Plan (sometimes referred to as “SPP”).  Thereafter, the two plans were amended andcombined into one plan, the Bemis Retirement Plan, said amendment beingeffective as of December 31, 1961 for the S&RIP and as of January 1,1962 for the SPP.  Subsequently, the Planwas amended from time to time.

 

**Sec. 1.4  PlanYear**.  A “PlanYear” is the 12-consecutive-month period commencing on January 1 and isthe year on which records of the Plan are kept.

 

**Sec. 1.5  Company**.  The “Company” is Bemis Company, Inc., aMissouri corporation.

 

**Sec. 1.6  ParticipatingEmployer**.  The Companyis a Participating Employer in the Plan. With the consent of the Company, any other employer may also become aParticipating Employer effective as of a date specified by it in its adoptionof the Plan.  Also with such consent, anysuch adopting employer may modify the provisions of the Plan as they shall beapplicable to its employees.  The otherParticipating Employers on January 1, 2009 are:

 

(a)           Bemis Clysar, Inc.a Minnesota corporation.

 

(b)           Curwood, Inc.a Delaware corporation.

 

(c)           ElectronicPrinting Products, Inc., an Ohio corporation.

 

(d)           MACtacEngineered Products, Inc., an Ohio corporation.

 

(e)           Milprint, Inc.,a Wisconsin corporation.

 

(f)            Morgan AdhesivesCompany, an Ohio corporation.

 

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(g)           Perfecseal, Inc.,a Delaware corporation.

 

**Sec. 1.7  Constructionand Applicable Law.**  ThePlan is intended to meet the requirements for qualification under Code §401(a).  The Plan is also intended to bein full compliance with applicable requirements of ERISA. The Plan shall beadministered and construed consistent with said intent.  It shall also be construed and administeredaccording to the internal, substantive laws of the State of Wisconsin (withoutregard to the conflict of law rules of the State of Wisconsin or of anyother jurisdiction) to the extent that such laws are not preempted by the lawsof the United States of America.  Allcontroversies, disputes, and claims arising hereunder shall be submitted to theUnited States District Court for the Eastern District of Wisconsin.

 

**Sec. 1.8  BenefitsDetermined Under Provisions in Effect at Termination of Employment**.  Except as may be specifically provided hereinto the contrary, with respect to a Participant whose Termination of Employmenthas occurred, benefits under the Plan attributable to service prior to his orher Termination of Employment shall be determined and paid in accordance withthe provisions of the Plan as in effect on the date the Participant’sTermination of Employment occurred unless he or she becomes an ActiveParticipant after that date and such active participation causes a contraryresult under the provisions hereof.

 

**Sec.1.9  Transition Rules.**  The Plan has been amended from time totime.  Each such amendment is effectiveas of the date specified in the amendment. The Plan as amended effective January 1, 2009 includes amendmentsrequired by the Pension Protection Act of 2006 (“PPA”).  Such amendments are effective as of the datesrequired by PPA.

 

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**ARTICLE II**

 

**MISCELLANEOUS DEFINITIONS**

 

**Sec. 2.1**  **AccruedMonthly Pension.**  “AccruedMonthly Pension” is defined in Sec. 4.5.

 

**Sec. 2.2  AccumulatedInterest**.  “AccumulatedInterest” respecting employee contributions made prior to their discontinuanceeffective January 1, 1972 and respecting the cash value of certain annuitycontracts purchased in 1962 shall be determined as follows:

 

(a)                                  AccumulatedInterest for years prior to 1976 shall be determined according to theprovisions of the Plan as in effect on December 31, 1975.

 

(b)                                 AccumulatedInterest for years after 1975 and prior to 1988 shall be computed at the annualrate of 5% per year, compounded annually.

 

(c)                                  AccumulatedInterest for years after 1987 shall be computed at an annual rate equal to 120%of the federal mid-term rate for January of the particular plan year.

 

Accumulated Interest shall be determined to the first day of the monthin which said determination is to be made, but not later than the date as ofwhich benefits with respect to the Participant commence under the Plan.  If a retroactive pension payment is made withrespect to a Participant, Accumulated Interest will not accrue after the firstday of the earliest month with respect to which the retroactive payment ismade.

 

**Sec. 2.3  ActiveParticipant**.  An employeeis an “Active Participant” only while both a Participant and a QualifiedEmployee.

 

**Sec. 2.4.**  **ActuarialEquivalent.**  “ActuarialEquivalent” is defined in Sec. 4.10.

 

**Sec. 2.5**  **ActuarialValue.**  “Actuarial Value”is defined in Sec. 4.10.

 

**Sec. 2.6  Actuary**.  “Actuary” means the individual, partnership,corporation, or other organization appointed and acting as such from time totime pursuant to Article X.

 

**Sec. 2.7   Administrator**.  The Company is the “Administrator” of thePlan for purposes of ERISA.

 

**Sec. 2.8  Affiliate**.  “Affiliate” means any trade or businessentity under Common Control with a Participating Employer.

 

**Sec.  2.9  Bemis Elapsed Time. **“Bemis Elapsed Time” isdefined in Sec. 3.10.

 

**Sec. 2.10  Beneficiary**.  A “Beneficiary” is the person or persons,natural or otherwise, designated by a Participant to receive any death benefitpayable under  Sec. 7.4(a) (life and120

 

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monthscertain) or 7.5 (other death benefits). Participants covered by certain Appendices to the Plan may alsodesignate a Beneficiary to receive death benefits provided by the Appendices,as follows: (i) Appendix A — Sec. 7.4, (ii) Appendix C — Sec. 7,Appendix D — Sec. 6, and Appendix J — Sec. 2. A Participant who has designated a Beneficiary may, without the consentof such Beneficiary, alter or revoke such designation.  To be effective, any such designation,alteration, or revocation shall be in writing, in such form as the Company mayprescribe, and shall be filed with the Company prior to the Participant’sdeath.  If at the time a death benefitbecomes payable there is not on file with the Company a fully effectualdesignation of Beneficiary, or if the designated Beneficiary does not survivethe Participant, 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:

 

(a)           the Participant’sspouse;

 

(b)                                 the Participant’schildren, except that if any children predecease the Participant but leaveissue surviving the Participant such issue shall take by right ofrepresentation the share their parent would have taken if living;

 

(c)                                  the Participant’sparents;

 

(d)                                 the Participant’sbrothers and sisters;

 

(e)                                  the Participant’spersonal representative or representatives (executors or administrators).

 

Determinationof who the Beneficiary is in each case shall be made by the Company.

 

**Sec. 2.11  Board. **The “Board” is the board ofdirectors of the Company, and includes any executive committee thereofauthorized to act for said board of directors.

 

**Sec. 2.12  Code.**  “Code” means the Internal Revenue Code of1986 as from time to time amended.

 

**Sec. 2.13  CommonControl.**  A trade orbusiness entity (whether a corporation, partnership, sole proprietorship orotherwise) is under “Common Control” with another trade or business entity (i) ifboth entities are corporations which are members of a controlled group ofcorporations as defined in Code § 414(b), or (ii) if both entities aretrades or businesses (whether or not incorporated) which are under commoncontrol as defined in Code § 414(c), or (iii) if both entities are membersof an affiliated service group as defined in Code § 414(m), or (iv) ifboth entities are required to be aggregated pursuant to regulations under Code§ 414(o).  In applying the precedingsentence for purposes of Sec. 8.12, the provisions of Code § 414(b) and (c) aredeemed to be modified as provided in Code § 415(h).

 

**Sec. 2.14**  **CreditedService.**  “CreditedService” is defined in Sec. 3.5.

 

**Sec. 2.15**  **DisabilityRetirement.**  “DisabilityRetirement” is defined in Sec. 4.3.

 

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**Sec. 2.16**  **EarlyRetirement.**  “EarlyRetirement” is defined in Sec. 4.2.

 

**Sec. 2.17**  **ElapsedTime.**  “Elapsed Time” isdefined in Sec. 3.4.

 

**Sec. 2.18**  **EligibilityComputation Period.**  “EligibilityComputation Period” is defined in Sec. 3.6.

 

**Sec. 2.19**  **EmploymentCommencement Date**.****  “Employment Commencement Date” is defined inSec. 3.1.

 

**Sec. 2.20  ERISA**.  “ERISA” means the Employee Retirement IncomeSecurity Act of 1974 as from time to time amended.

 

**Sec. 2.21**  **FinalAverage Earnings.**  “FinalAverage Earnings” is defined in Sec. 4.8.

 

**Sec. 2.22**  **Fund. **“Fund” means the aggregate of assetsdescribed in Sec. 9.1.

 

**Sec. 2.23  FundingAgency**.  “FundingAgency” is a trustee or trustees or an insurance company appointed and actingfrom time to time in accordance with the provisions of Sec. 9.2 for the purposeof holding, investing, and disbursing all or a part of the Fund.

 

**Sec.  2.24  Group A Participant.**  “Group A Participant” means a Participant whomeets the requirements of (a) and (b):

 

(a)                            On December 31,2005, he or she was 40 or older.

 

(b)                           On December 31,2005, the sum of the following amounts is 60 or more:

 

(1)                                      The Participant’sage on December 31, 2005, which is the Participant’s age on his or her 2005birthday, plus a fractional year of age equal 1/365 of a year for each dayafter said birthday and prior to January 1, 2006.

 

(2)                                      The Participant’sBemis Elapsed Time on December 31,2005, which also is expressed in termsof whole and fractional years through December 31, 2005.

 

**Sec. 2.25  GroupB Participant**.  “Group BParticipant” means any Participant who does not meet the requirements to be aGroup A Participant as set forth in Sec. 2.24.

 

**Sec. 2.26**  **Hour ofService.**  “Hour ofService” is defined in Sec. 3.8.

 

**Sec. 2.27  LeasedEmployee**.  “LeasedEmployees” within the meaning of Code § 414(n)(2) and individuals whowould meet those requirements but for failure to complete a year of leasedservice shall be counted as employees for purposes of determining Elapsed Time,but not for purposes of determining Credited Service.  Leased Employees may not become

 

5

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participantsor accrue benefits under the Plan.  “LeasedEmployee” means any person (other than an employee of the recipient) who,pursuant to an agreement between the recipient and any other person (“leasingorganization”), has performed services for the recipient (or for the recipientand related persons determined in accordance with Code § 414(n)(6)) on asubstantially full-time basis for a period of at least one year, and suchservices are performed under primary direction or control by therecipient.  Contributions or benefitsprovided a leased employee by the leasing organization which are attributableto service performed for the recipient employer shall be treated as provided bythe recipient employer.

 

**Sec. 2.28  Long-TermDisability Plan (Pre-2006)**.** **“Long Term DisabilityPlan (Pre-2006)” for purposes of applying the special rules in Sec. 6.17means the long-term disability insurance program maintained prior to 2006 formost salaried and office clerical employees of the ParticipatingEmployers.  As of January 1, 2005,this insurance was provided through CIGNA long-term disability policy LK 6337 (Class 1).  “Long-Term Disability Plan (Pre-2006)” does notinclude:

 

(a)                                  Any long-termdisability insurance plan offered to salaried or office clerical employeesafter 2005, such as the Hartford Insurance LTD plan in effect during 2006-2008or the CIGNA LTD plan established in 2009.

 

(b)                                 Long-termdisability insurance offered initially in 2005 to certain non-exempt planemployees through CIGNA long-term policy LK 6337 (Class 3) or anysuccessor to such insurance.

 

**Sec. 2.29**  **MonthlyEarnings.**  “Monthly Earnings”is defined in Sec. 4.7.

 

**Sec. 2.30  NamedFiduciary.**  The Companyis a “Named Fiduciary” for purposes of ERISA with authority to control ormanage the operation and administration of the Plan, including control ormanagement of the assets of the Plan. Other persons are also Named Fiduciaries if so provided by ERISA or ifso identified by the Company. Such other person or persons shall have suchauthority to control or manage the operation and administration of the Plan,including control or management of the assets of the Plan, as may be providedby ERISA or as may be allocated by the Company.

 

**Sec. 2.31**  **NormalRetirement.**  “NormalRetirement” is defined in Sec. 4.1.

 

**Sec. 2.32  NormalRetirement Age. **A Participant’s“Normal Retirement Age” shall be determined as follows:

 

(a)                                  Except asprovided in (b) and (c), a Participant’s Normal Retirement Age shall bedetermined from the following table according to his or her year of birth:

 
| **Year of Birth** | ** ** | **Normal Retirement Age** |
|-------------------|------------|---------------------------|
| Before  1943      |       | 65                        |
| 1943  - 1959      |       | 66                        |
| 1960  and after   |       | 67                        |

 

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(b)                                 However, if a Participant’searliest Employment Commencement Date is on or after March 1, 2000 and ison or after the date the Participant attains age 62, his or her Normal RetirementAge is not earlier than the third annual anniversary of his or her date ofhire.  For example, if a Participant ishired July 1, 2003, and is 68 on the date of hire, “Normal Retirement Age”is July 1, 2006, three years after the date of hire.

 

(c)                            ForParticipants who are “Eligible Employees” as defined in Sec. 6.11(a), NormalRetirement Age is age 65, regardless of year of birth.

 

**Sec. 2.33  NormalRetirement Date.**  “NormalRetirement Date” is the last day of the month in which a person attains NormalRetirement Age.

 

**Sec. 2.34  Participant.**  A “Participant” is an individual described assuch in Article V.

 

**Sec. 2.35**  **PresentValue.**  “Present Value”is defined in Sec. 4.10.

 

**Sec. 2.36**  **PrimarySocial Security Benefit.**  “Primary Social Security Benefit” is definedin Sec. 4.9.

 

**Sec. 2.37  QualifiedEmployee.**  “QualifiedEmployee” means each employee described in (1), (2), (3) or (4) ofsubsection (a), subject to the provisions of subsections (b) through (h):

 

(a)                                  QualifiedEmployee includes:

 

(1)                                  Employees of aParticipating Employer who are compensated in whole or in part on a regularstated salary basis.

 

(2)                                  Employees who are paidhourly, for regular straight time at a Covered Location listed in Schedule A,provided, however, that an hourly paid employee at a location listed inSchedule A is not a Qualified Employee prior to the effective date shown inSchedule A for the particular location.

 

(3)                                  Hourly paidemployees of a Participating Employer who are employed in an office clerical orsupervisory position, but only for service after December 31, 1999.  (Prior to 2000, such employees participatedin the  Bemis Hourly Retirement Plan).

 

(4)                                  Hourly paidnon-bargaining unit employees of a Participating Employer at bargaining unitlocations, but only for service after December 31, 1999.

 

(b)                                       Except as toemployees of the Company, an employee is not a Qualified Employee prior to thedate as of which his or her employer becomes a Participating Employer.

 

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(c)                                        A non-residentalien while not receiving earned income (within the meaning of Code §911(d)(2)) from a Participating Employer which constitutes income from sourceswithin the United States (within the meaning of Code § 861(a)(3)) is not aQualified Employee.

 

(d)                                       Eligibility ofemployees in a collective bargaining unit to participate in the Plan shall besubject to negotiations with the representative of that unit. During any periodthat an employee is covered by the provisions of a collective bargainingagreement between a Participating Employer and such representative he or sheshall not be considered a Qualified Employee for purposes of this Plan unlesssuch agreement expressly so provides. For purposes of this section only, such an agreement shall be deemed tocontinue after its formal expiration during collective bargaining negotiationspending the execution of a new agreement.

 

(e)                                        An employeeshall be deemed to be a Qualified Employee during a period of absence fromactive service which does not result from Termination of Employment, providedhe or she is a Qualified Employee at the commencement of such period ofabsence.

 

(f)                                          A salaried,office clerical, or supervisory employee is not a Qualified Employee during anyperiod of employment prior to January 1, 1997 at a location listed in thissubsection.  However, this exclusion doesnot apply to service at these locations on or after January 1, 1997.  Also, this exclusion does not apply in caseswhere the Plan as in effect prior to 1997 recognized service at one of theselocations as Credited Service because the individual transferred to thelocation after attaining age 35.

 

(1)           MilprintLongview (formerly Paramount Texas).

 

(2)           MilprintOshkosh North (formerly Banner Packaging).

 

(3)           Curwood -Fremont.

 

(4)           Hazleton.

 

(5)           MACtacScranton.

 

(6)           MilprintCorporate - Oshkosh.

 

(7)           MilprintDenmark.

 

(8)           MilprintLancaster.

 

(9)           MilprintLebanon.

 

(10)         PerfecsealPhiladelphia.

 

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(g)                                 The Plan as ineffect prior to January 1, 1997 excluded employees at the followinglocations.  Effective as of January 1,1997, employees at these locations are no longer excluded.  Service prior to January 1, 1997 isrecognized as provided:

 

(1)                                  Non-exemptemployees at the Nellis, Nevada plant of Morgan Adhesives, Inc. areQualified Employees from the date of hire.

 

(2)                                  Salariedemployees at Perfecseal Oshkosh (formerly Cur-Med) are Qualified Employees fromthe date of hire or date of acquisition by the Company, if later.

 

(h)                                 An employee isnot a Qualified Employee during any period of employment prior to January 1,1998 at Milprint Shelbyville (formerly Paramount Tennessee).  This exclusion does not apply to service atthis location on or after January 1, 1998.

 

(i)                                     An employee isnot a Qualified Employee during any period of employment at one of thefollowing locations:

 

(1)           EnterpriseSoftware, Inc.

 

(2)           ParamountChalfont.

 

(j)                                     An employeewhose permanent assignment is outside the United States is not a QualifiedEmployee during a period when he or she is on temporary assignment within theUnited States.

 

**Sec.2.38  Qualified Military Service**.  “Qualified Military Service” is defined inSec. 8.17.

 

**Sec. 2.39**  **RecognizedBreak In Service.  **“RecognizedBreak In Service” is defined in Sec. 3.3.

 

**Sec. 2.40**  **ServiceRatio**. “Service Ratio” is defined in Sec. 4.6.

 

**Sec. 2.41**  **Terminationof Employment**. “Termination of Employment” is defined in Sec.3.2.

 

**Sec. 2.42  USERRA**.  “USERRA” is defined in Sec. 8.17, whichoutlines certain special benefit provisions applicable to employees returningfollowing Qualified Military Service.

 

**Sec. 2.43**  **VestedTermination**.****“Vested Termination” is defined inSec. 4.4.

 

**Sec. 2.44**  **Year ofEligibility Service**. “Year of Eligibility Service” is defined inSec. 3.7.

 

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**ARTICLE III**

 

**SERVICEPROVISIONS**

 

**Sec.3.1  Employment Commencement Date.**  “Employment Commencement Date” means the dateon which a person first becomes an employee of a Participating Employer(whether before or after the Participating Employer becomes such) or anAffiliate.

 

**Sec.3.2  Termination of Employment.**  The “Termination of Employment” of anemployee for purposes of the Plan shall be deemed to occur on the date ofresignation, discharge, retirement, death, failure to return to active work atthe end of an authorized leave of absence or the authorized extension orextensions thereof, failure to return to work when duly called following atemporary layoff, or upon the happening of any other event or circumstancewhich, under the policy of his or her employer as in effect from time to time,results in the termination of the employer-employee relationship; provided,however, that “Termination of Employment” shall not be deemed to occur upon atransfer between any combination of Participating Employers and Affiliates.

 

**Sec.3.3  Recognized Break In Service.**  A “Recognized Break in Service” is a periodof at least 12 consecutive months duration which begins on the day on which anindividual’s Termination of Employment occurs. A Recognized Break In Service ends, if ever, on the day on which theindividual again becomes an employee of a Participating Employer, an Affiliateor a Predecessor Employer.

 

(a)           If an individual is absentfrom work for maternity or paternity reasons, the 12-month period beginning withthe first day of such absence shall not be included in a Recognized Break InService.

 

(b)           For purposes of thisparagraph, an absence from work for maternity or paternity reasons means anabsence (i) by reason of the pregnancy of the individual, (ii) by reasonof a birth of a child of the individual, (iii) by reason of the placementof a child with the individual in connection with the adoption of such a childby such individual, or (iv) for purposes of caring for such child for aperiod beginning immediately following such birth or placement.

 

**Sec.3.4  Elapsed Time**.  A Participant’s “Elapsed Time” is equal tothe aggregate time elapsed between his or her Employment Commencement Date andhis or her most recent Termination of Employment or any other date as of whicha determination of Elapsed Time is to be made, expressed in years and days,reduced as follows:

 

(a)           All Recognized Breaks InService shall be subtracted. Any periods that would have been included in aRecognized Break In Service if Sec. 3.3(a) did not apply shall also besubtracted.

 

(b)           With respect to employersparticipating in the Plan on December 31, 1969, service rendered by anemployee prior to the date his or her employer adopted the 

 

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Plan shall be recognized asElapsed Time only to the extent service with the employer was recognized ascontinuous service under the Plan as in effect on December 31, 1969;provided, however, that service with Jaite Paper Bag Company; Claremont PaperMills, Inc.; W. T. Winn Company; Cello-Vision Corporation; ClearBag-Winnpak, Inc.; and Mountain Paper Products Corporation shall beincluded in Elapsed Time.

 

(c)           Except as otherwisespecifically provided herein, service with an employer prior to the date itbecomes a Participating Employer or Affiliate shall not be included in anemployee’s Elapsed Time.  However, if aParticipant was an employee of any entity listed in this subsection immediatelyprior to the acquisition of that entity or some or all of its assets by theCompany or an Affiliate, the Participant’s Elapsed Time for purposes ofdetermining vesting under the Plan and for purposes of determining eligibilityfor an Early Retirement benefit, Disability Retirement benefit, or QualifiedPreretirement Survivor Annuity shall include continuous service beginning onthe Participant’s last date of hire prior to such acquisition date.  However, the pre-acquisition service is notrecognized as Credited Service. Preacquisition service at locations acquired before 1981 is recognizedto the extent provided in Sec. 3.4(c) of the Plan as in effect on January 1,1994.

 

(1)           Milprint, Inc.,acquired September 28, 1990.

 

(2)           Princeton Packaging Co.,from which the Hazelton, PA location was acquired on February 4, 1993.

 

(3)           Fitchburg Coated Products, adivision of Technographics, Inc., from which the MACtac Scranton OHlocation was acquired on January 3, 1994.

 

(4)           Hargro Health CarePackaging, from which the Perfeseal Oshkosh WI location was acquired January 20,1994.

 

(5)           Banner Packaging, Inc.,from which the Milprint Oshkosh WI North location was acquired October 5,1995 and the predecessor corporation which operated that location beforeacquisition by Bemis.

 

(6)           Paper Manufacturers Company(PMCO), from which the Perfecseal operations of the Company were acquired April 29,1996.

 

(7)           Paramount PackagingCorporation, from which the Milprint Shelbyville TN and Milprint Longview TXlocations were acquired January 1, 1997.

 

(8)           MACtac Electronic PrintingProducts, Inc. and its predecessor, Gum Products of America, acquired March 17,1997.

 

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(9)           Viskase Companies, Inc.,from which the Curwood Shrink Packaging locations of Centerville, Iowa andPauls Valley, Oklahoma were acquired September 1, 2000.

 

(10)         Arrow Industries, from whichcertain operations and assets were acquired in 2000.

 

(11)         Kanzaki Specialty Papers, Inc.,from which certain operations and assets were acquired in 2000.

 

(12)         Weskote, Inc., fromwhich certain assets were leased and employees hired and from which the MACtacLos Angeles location was acquired February 7, 2001.

 

(13)         Duralam, Inc., fromwhich Curwood Appleton and Curwood Neenah were acquired September 8, 2001.

 

(14)         E. I. Dupont De Nemours &Company, from which certain operations and assets were acquired and from whichthe Bemis Clysar location was acquired July 31, 2002.

 

(d)           If an employee has aTermination of Employment and is later rehired by a Participating Employer orAffiliate, his or her Elapsed Time prior to said Termination of Employmentshall not be disregarded by reason of said Termination of Employment.

 

(e)           Elapsed Time includesservice in Brazil as an employee of ITAP/BEMIS, Ltda.

 

(f)            Solely for purposes ofdetermining whether a Participant’s attained age and Elapsed Time totals 65 ormore so that the individual satisfies the requirements of Sec. 6.16(b), anindividual placed on leave of absence due to closing of the locations listed inSec. 6.16(a) will be credited with Elapsed Time for the period of saidleave of absence.  Such additionalElapsed Time will not be recognized as Credited Service.

 

**Sec.3.5  Credited Service**.  A Participant’s “Credited Service” shall beequal to his or her Elapsed Time, subject to the following:

 

(a)           Credited Service does notinclude service when the employee was not a Qualified Employee, except asfollows:

 

(1)           An employee whowas a Qualified Employee on January 1, 1976 shall be deemed to be aQualified Employee during periods of service prior to said date during which heor she would have been a Qualified Employee but for the fact he or she wasneither compensated in whole or in part on a regular stated salary basis noremployed in an office clerical position. 

 

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Credited Service for theperiod prior to January 1, 1976 shall be adjusted to reflect suchadditional service as a Qualified Employee.

 

(2)           If a former employee was notan employee of a Participating Employer or Affiliate on January 1, 1976 butsubsequently was re-employed and became a Qualified Employee uponre-employment, he or she shall be deemed to be a Qualified Employee duringperiods of service prior to January 1, 1976 during which he or she wouldhave been a Qualified Employee but for the fact he or she was neithercompensated in whole or in part on a regular stated salary basis nor employedin an office clerical position; provided, however, that he or she shall not bedeemed to be a Qualified Employee for any such additional period with respectto which he or she is eligible to receive a vested benefit pursuant to anyother pension plan that meets the requirements of Code § 401(a).  Credited Service for the period prior to January 1,1976 shall be adjusted to reflect such additional service as a QualifiedEmployee.

 

(3)           Except as provided in thefollowing sentence, service in Canada as an employee of a ParticipatingEmployer or Affiliate is not recognized as Credited Service.  However, if an employee of MACtac-CanadaLimited transferred to a position as a Qualified Employee in the United States,and the transfer occurred on or after January 1, 1994 and on or before July 1,1996, the service in Canada will be included in Credited Service, subject tothe limitations in (b) and (e).

 

(4)           If a Participant is aQualified Employee on December 31, 1986 and during the period January 1,1976 through December 31, 1986 he or she transferred from an hourly paidposition with Lustour Corporation or with Lustour’s MacKay Engraving operationto a position as a Qualified Employee of Lustour or MacKay, his or her CreditedService shall include service as an hourly paid employee of Lustour or MacKayfrom the later of (i) the date the Company acquired Lustour (which was onor about August 1, 1968) or (ii) the individual’s last EmploymentCommencement Date preceding the date of transfer.  However, said additional Credited Service issubject to the limitations in subsections (b) and (e).

 

(5)           If an employee was an ActiveParticipant on April 30, 1997, his or her Credited Service will includeElapsed Time as an employee of Master Palletizer Systems, Inc. on or afterJune 18, 1985.

 

(6)           If a Participant transfersfrom a position as a Qualified Employee in the United States to a position inBrazil as an employee of ITAP/BEMIS Ltda., later returns to a position as aQualified Employee in the United States, and remains a Qualified Employee forat least 12 months after the transfer back to the United States, his or herservice in Brazil will be recognized as Credited Service.  Except as provided in the preceding 

 

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sentence, service as anemployee of ITAP/Bemis Ltda. is not Credited Service.

 

(b)           A Participant whoseTermination of Employment occurs on or before June 30, 1999, will notaccrue Credited Service for a Plan Year prior to 1985 if he or she did notattain age 25 on or before the last day of the Plan Year.  The foregoing exclusion is not applicable inany case where the Participant’s Termination of Employment occurs on or after July 1,1999.

 

(c)           Service with an employerprior to the date it becomes a Participating Employer is not included inCredited Service, except as follows:

 

(1)           Such service prior to January 1,1976 shall be included in Credited Service to the extent provided in the Planas in effect on December 31, 1975.

 

(2)           Such service shall beincluded in Credited Service to the extent provided in any applicable appendixto the Plan.

 

(3)           In the case of anyParticipant who was an employee of Arnoldware-Rogers, Inc., a Vermontcorporation, immediately prior to the acquisition of said corporation by theCompany in 1980 and who was a Qualified Employee on January 1, 1987,Credited Service shall include continuous service beginning on his or her lastdate of hire prior to said acquisition date and ending on said acquisitiondate.  However, said additional CreditedService shall be limited to service as a salaried, office clerical, orsupervisory employee, and is subject to the limitations in subsection (b).

 

(4)           If aParticipant is a Qualified Employee on October 31, 1996, and had serviceas a salaried, office clerical, or supervisory employee of Sackner Products, Inc.(“Sackner”) on or after June 30, 1966 (the date the Company acquiredSackner) and prior to January 1, 1982 (the date Sackner became aParticipating Employer), his or her Credited Service shall include suchservice, subject to subsection (b), which excludes certain service before thePlan Year the Participant attains age 25.

 

(d)           If a leave of absence orlayoff continues for longer than 365 calendar days, the period of such leave ofabsence or layoff in excess of 365 calendar days shall not be counted asCredited Service.

 

(e)           If a Participant withdrewemployee contributions or received a single sum distribution in lieu of amonthly pension, his or her Credited Service will be disregarded if so providedin the Plan provision pursuant to which the withdrawal or distributionoccurred.

 

(f)            For Group B Participants,Credited Service excludes any service after December 31, 2005.

 

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(g)           If a Group A Participant hasa Termination of Employment after December 31, 2005 and is later rehiredby a Participating Employer, no additional Credited Service will accrue duringthe period of reemployment.

 

(h)           If a Group A Participantpermanently transfers to a position outside the U.S. with the Company or anAffiliate and later returns to a position as a Qualified Employee in the U.S.,his or her services as a Qualified Employee following return to the U.S. willbe included in his or her Credited Service.

 

**Sec. 3.6  EligibilityComputation Period.**  Anemployee’s first Eligibility Computation Period is the 12-consecutive-monthperiod beginning on his or her Employment Commencement Date.  His or her second Eligibility ComputationPeriod is the Plan Year commencing in said 12-consecutive-month period.  Each subsequent Plan Year prior to the end ofthe Plan Year in which the employee has a 1-Year Break in Service is an EligibilityComputation Period. If subsequent to a 1-Year Break in Service the employee hadanother Employment Commencement Date, Eligibility Computation Periods for theperiod beginning on such date shall be computed as though such date were thefirst Employment Commencement Date.  “1-YearBreak in Service” means a Plan Year in which (i) the employee has no Hoursof Service and (ii) an employer-employee relationship with a ParticipatingEmployer, Affiliate or Predecessor Employer is not in effect at any time.  The 1-Year Break in Service shall berecognized as such on the last day of such Plan Year.

 

(a)           Notwithstanding the provisions of Sec. 3.8, forpurposes of determining whether a 1-Year Break in Service has occurred, anindividual who is absent from work for maternity or paternity reasons shallreceive credit for the Hours of Service which would otherwise have beencredited to such individual but for such absence, or in any case in which suchhours cannot be determined, eight Hours of Service per day of such absence;provided, however, that the total number of Hours of Service recognized underthis subsection shall not exceed 501 hours. The Hours of Service credited under this subsection shall be credited inthe Plan Year in which the absence begins if the crediting is necessary toprevent a 1-Year Break in Service in the Plan Year or, in all other cases, inthe following Plan Year.

 

(b)           For purposes of subsection (a), an absence from workfor maternity or paternity reasons means an absence (i) by reason of thepregnancy of the individual, (ii) by reason of a birth of a child of theindividual, (iii) by reason of the placement of a child with theindividual in connection with the adoption of such child by such individual or (iv) forpurposes of caring for such child for a period beginning immediately followingsuch birth or placement.

 

**Sec.3.7  Year of Eligibility Service**.  A “Year of Eligibility Service” means anEligibility Computation Period in which an employee completes 1000 or moreHours of Service.  If an employee has aTermination of Employment and is later rehired by a Participating Employer orAffiliate, Years of Eligibility Service prior to said Termination of Employmentshall not be disregarded by reason of said Termination of Employment.  If a period of

 

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preacquisition service at a location is recognizedas Elapsed Time for vesting under Sec. 3.4, Hours of Service during that periodwill also be recognized for purposes of determining Years of EligibilityService.

 

**Sec.3.8  Hour of Service**.  An “Hour of Service” or “Hours of Service”are determined according to the following subsections with respect to eachapplicable computation period:

 

(a)           Hours ofService are computed only with respect to service with Participating Employers(for service both before and after the Participating Employer becomes such) andAffiliates and are aggregated for service with all such employers.

 

(b)           For any portionof a computation period during which an individual is within a classificationfor which a record of hours for the performance duties is maintained, Hours ofService shall be credited as follows:

 

(1)           Each hour forwhich the employee is paid, or entitled to payment, for the performance ofduties for his or her employer during the applicable computation period is anHour of Service.

 

(2)           Each hour forwhich the employee is paid, or entitled to payment, by his or her employer onaccount of a period of time during which no duties are performed (irrespectiveof whether the employment relationship has terminated) due to vacation,holiday, illness, incapacity (including disability), layoff, jury duty,military duty, or leave of absence, is an Hour of Service, subject to thefollowing:

 

(A)          An hour forwhich the employee is directly or indirectly paid, or entitled to payment, onaccount of a period during which no duties are performed shall not be creditedto the employee if such payment is made or due under a plan maintained solelyfor the purpose of complying with applicable worker’s compensation,unemployment compensation, or disability insurance laws.

 

(B)           Hours ofService shall not be credited for a payment which solely reimburses theindividual for medical or medically related expenses.

 

(C)           For purposes ofthis paragraph a payment shall be deemed to be made by or due from an employerregardless of whether such payment is made by or due from the employerdirectly, or indirectly through, among others, a trust fund or insurer to whichthe employer contributes or pays premiums and regardless of whethercontributions made or due to the trust fund, insurer, or other entity are forthe benefit of particular employees or are on behalf of a group of employees inthe aggregate.

 

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(3)           Each hour forwhich back pay, irrespective of mitigation of damages, is either awarded oragreed to by the employer is an Hour of Service.  Crediting of Hours of Service for back payawarded or agreed to with respect to periods described in paragraph (2) shallbe subject to the limitations set forth in that paragraph.  Such Hours of Service shall be credited tothe computation period or periods to which the award or agreement for back paypertains, rather than to the computation period in which the award, agreementor payment is made.

 

(4)           Hours underthis subsection shall be calculated and credited pursuant to section2530.200b-2 of the Department of Labor Regulations, which are incorporatedherein by this reference.

 

(5)           The Company mayuse any record to determine Hours of Service which it considers an accuratereflection of the actual facts.

 

(c)           For any portionof a computation period during which an employee is within a classification forwhich a record of hours for the performance of duties is not maintained, he orshe shall be credited with 190 Hours of Service for each month for which he orshe would otherwise be credited with at least one Hour of Service undersubsection (b).

 

(d)           If an employeebecomes eligible to receive benefits under a sickness and accident programsponsored by his or her employer, his or her Hours of Service, when aggregatedwith the Hours of Service to which he or she is entitled with respect to saidperiod of absence pursuant to the foregoing provisions of this section, shallbe equal to 190 Hours of Service for each month for which sickness and accidentbenefits are paid.

 

(e)           Nothing in thissection shall be construed as denying an employee credit for an Hour of Serviceif credit is required by any federal law other than ERISA.  The nature and extent of such credit shall bedetermined under such other law.

 

(f)            In no eventshall duplicate credit as an Hour of Service be given for the same hour.

 

**Sec.3.9  Service Rules at Columbus,Indiana Facility.** Certain individuals working at Morgan Adhesives Company’s Columbus,Indiana facility will be employed initially by a temporary staffing agency andwill become employees of Morgan Adhesives Company after completingapproximately 480 hours or 90 days of service with the agency.  In such cases, the individual’s service withthe agency at Morgan’s Columbus facility will be recognized under this Plan forpurposes of determining Years of Eligibility Service, Elapsed Time and CreditedService.

 

**Sec.3.10  Bemis Elapsed Time**.****  “BemisElapsed Time” means a Participant’s whole and fractional years of Elapsed Timethrough December 31, 2005 determined under Sec. 3.4 but

 

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disregarding the pre-acquisition service referred toin Sec. 3.4(c).  That is to say, BemisElapsed Time is limited to service with the Company, Affiliates of the Company(but only during the period while the Affiliate is under Common Control withthe Company), and with ITAP/Bemis Ltda. Service after 2005 is not included in BemisElapsed Time.

 

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**ARTICLE IV**

 

**BENEFITDEFINITIONS**

 

**Sec.4.1  Normal Retirement.**  “Normal Retirement” means Termination ofEmployment of a Participant (except termination by his or her death) occurringon or after the date he or she attains Normal Retirement Age.

 

**Sec. 4.2  Early Retirement.**  “Early Retirement” means any Termination ofEmployment of a Participant (except termination by his or her death) (i) afterhe or she has both attained age 55 and completed 10 years of Elapsed Time and (ii) beforehe or she attains Normal Retirement Age.

 

**Sec.4.3  Disability Retirement.**  If the Company determines upon the basis ofcompetent medical advice that a Participant’s Termination of Employmentoccurred because he or she is permanently disabled by bodily injury or diseasewhile employed by a Participating Employer, and if at the time of suchTermination of Employment the Participant has attained age 50 and completed 10years of Elapsed Time, such Termination of Employment shall be considered to bea “Disability Retirement.”

 

**Sec. 4.4  Vested Termination.**  “Vested Termination” means any Termination ofEmployment of a Participant (except termination by his or her death) thatoccurs after he or she completes five years of Elapsed Time and that is notdefined herein as a form of retirement. However, each Participant employed at the Hayssen Duncan, BemisPackaging Machinery (BPMC) or Accraply location who has a Termination ofEmployment on or about May 5, 1997 due to sale of said locations iseligible for Vested Termination even if he or she had fewer than five years ofElapsed Time.

 

**Sec.4.5  Accrued Monthly Pension**. A Participant’s“Accrued Monthly Pension” is the amount in (a) or (b), whichever isapplicable, but not less than any minimum amount for which the Participant iseligible under (c), (d), (e), or (f):

 

(a)           A Group A Participant’sAccrued Monthly Pension is the amount in (1) or (2), whichever isapplicable:

 

(1)           If the Group AParticipant’s Termination of Employment occurs before he or she has bothattained age 55 and completed 10 or more years of Elapsed Time, the AccruedMonthly Pension is the product of (A), (B) and (C):

 

(A)          50% of the Participant’sFinal Average Earnings minus 50% of his or her Primary Social Security Benefit.

 

(B)           The amount in (i) dividedby the amount in (ii):

 

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(i)            The Participant’s actualyears of Credited Service as of the date of his or her most recent Terminationof Employment plus the deemed additional years of Credited Service theParticipant would have completed if the period from the most recent Terminationof Employment to his or her Normal Retirement Date was Credited Service.  However, the sum of the actual and deemedyears in the preceding sentence may not exceed 30 years.

 

(ii)           30 years.

 

(C)           The Participant’s ServiceRatio.

 

(2)           If the Group A Participant’sTermination of Employment occurs after he or she has both attained age 55 andcompleted 10 or more years of Elapsed Time, the Accrued Monthly Pension is theproduct of (A) and (B):

 

(A)          50% of the Participant’sFinal Average Earnings minus 50% of his or her Primary Social Security Benefit.

 

(B)           The Participant’s actualyears of Credited Service determined as of the date of his or her Terminationof Employment (but not more than 30 years), divided by 30.

 

(b)           A Group B Participant’s Accrued Monthly Pension isthe amount in (1) or (2), whichever is applicable:

 

(1)           If the Group B Participant’s Termination ofEmployment occurs before he or she has both attained age 55 and completed 10 ormore years of Elapsed Time, the Accrued Monthly Pension is the product of (A) and(B):

 

(A)          50% of the Participant’s Final Average Earningsminus 50% of his or her Primary Social Security Benefit.

 

(B)           The Participant’s years of Credited Service through December 31,2005, divided by the amount in (i) or (ii), whichever is greater.

 

(i)            30 years

 

(ii)           The Participant’s years ofCredited Service through December 31, 2005 plus 1/12 of a year for eachmonth during the period beginning on January 1, 2006 and ending on his orher Normal Retirement Date.

 

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(2)           If Group B Participant’sTermination of Employment occurs after he or she has both attained age 55 andcompleted 10 or more years of Elapsed Time, the Accrued Monthly Pension is theproduct of (A) and (B):

 

(A)          50% of the Participant’sFinal Average Earnings minus 50% of his or her Primary Social Security Benefit.

 

(B)           The Participant’s years ofCredited Service through December 31, 2005 (but not more than 30 years),divided by 30.

 

(c)           A Participant’s AccruedMonthly Pension shall not be less than $75, provided he or she has completed atleast one year of Credited Service. However, in any case where an Appendix to the Plan provides that aParticipant’s Accrued Monthly Pension includes amounts earned under a priorplan, said $75 minimum applies to the Participant’s total combined benefitunder the Appendix and this section. (However, the $75 minimum does not apply in cases where an individual’sbenefit is computed solely by reference to the prior plan and the individualdid not have at least one year of Credited Service recognized under this Plan.)

 

(d)           If aParticipant is listed in Appendix E, his or her Accrued Monthly Pension shallnot be less than the amount shown in said Appendix multiplied by his or heryears of Credited Service through December 31, 2005, but not more than 30years.  For purposes of this subsection,Credited Service after 2005 shall be disregarded.

 

(e)           A Participant’s AccruedMonthly Pension shall not be less than $6 multiplied by his or her years ofCredited Service through February 29, 2000, disregarding (i) anyCredited Service in excess of 30 years and (ii) any Credited Service afterFebruary 29, 2000.

 

(f)            In no event shall aParticipant’s Accrued Monthly Pension as of any January 1 be less than hisor her Accrued Monthly Pension as of the preceding January 1.

 

**Sec.4.6  Service Ratio.** A Participant’s “Service Ratio” is the amountin (a) divided by the amount in (b):

 

(a)           The Participant’sactual years of Credited Service.

 

(b)           The Participant’s actualyears of Credited Service plus the additional years of Credited Service he orshe would have had if the period from his or her most recent Termination ofEmployment to his or her Normal Retirement Date was Credited Service.

 

The number of years in (a) and (b) shallexclude any period prior to the individual’s most recent Termination ofEmployment which was not recognized in Credited Service (*e.g.*, breaks in service occurring beforethe individual’s most recent Termination of Employment or periods while theindividual was in a job category not covered by the Plan).

 

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**Sec.4.7  Monthly Earnings.**  The “Monthly Earnings” of an employee whoseTermination of Employment occurs on or after January 1, 1997 shall bedetermined as follows:

 

(a)           If an employee is paid on asalaried or commission basis on the earliest date in a Plan Year on which he isa Qualified Employee, Monthly Earnings for said Plan Year is equal to thegreater of:

 

(1)           An amount equalto his or her regular monthly salary as in effect on January 1 of saidPlan Year plus, where applicable, an amount equal to the total commissions paidto him  or her during the preceding PlanYear divided by 12.  In any case where anemployee was not a Qualified Employee on January 1 of a Plan Year, buttransferred to a position as a Qualified Employee on a later date in said PlanYear, Monthly Earnings for said Plan Year shall be determined according to thepreceding sentence except that said amount shall be based on salary in effectimmediately following said transfer. Said amount shall not exceed one-twelfth the annual limit under Code §401(a)(17) in effect on said January 1. For example, Monthly Earnings determined under this paragraph on thebasis of a Participant’s January 1, 2009 or 2010 salary rate may notexceed $20,416.67, reflecting the 2009 and 2010 Code § 401(a)(17) limit.

 

(2)           One-twelfth of the sum ofthe following amounts:

 

(A)          The total compensation(other than the annual, non-discretionary bonus) paid to the employee duringthe preceding Plan Year.

 

(B)           The annual,non-discretionary bonus, if any, the employee earned during the preceding PlanYear.  Such bonuses will be recognizedfor the Plan Year in which earned, even if the bonus is actually paid after theclose of that Plan Year or payment is deferred to a later date.

 

However, if the employee wasnever a Qualified Employee at any time during the preceding Plan Year, thisparagraph (2) shall not be applicable and Monthly Earnings shall bedetermined pursuant to paragraph (1). Said sum shall not exceed the limit under Code § 401(a)(17) for thepreceding Plan Year. For example, Monthly Earnings determined under thisparagraph for 2009 on the basis of 2008 total compensation and earned bonus maynot exceed $19.166.66, which is one-twelfth of the 2008 Code § 401(a)(17)limit.

 

(b)           If an employee is hourlypaid on the earliest date in a Plan Year on which he or she is a QualifiedEmployee, Monthly Earnings for said Plan Year is equal to the greater of:

 

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(1)           173 1/3multiplied by the employee’s base hourly pay rate as in effect on January 1of said Plan Year (or on the earliest date he or she is a Qualified Employee,if later).  Said amount shall not exceedone-twelfth of the annual limit in effect under Code § 401(a)(17) on said January 1.

 

(2)           One-twelfth ofthe employee’s total compensation during the preceding Plan Year.  However, if the employee was never aQualified Employee at any time during the preceding Plan Year, this paragraph (2) shallnot be applicable and Monthly Earnings shall be determined pursuant toparagraph (1).  Monthly Earningsdetermined under this paragraph shall not exceed one twelfth of the limit underCode § 401(a)(17) for the preceding Plan Year.

 

(c)           Notwithstanding theforegoing:

 

(1)           No MonthlyEarnings shall be determined for an employee for a Plan Year unless he or shewas a Qualified Employee during part or all of that Plan Year.  However, if a Participant who was age 34 oryounger transferred on or after September 28, 1990, and before January 1,1997, from a position as a Qualified Employee to a position in which theindividual was a salaried, office clerical, or supervisory employee at alocation listed in Sec. 2.37(f) or at an Affiliate which is not aParticipating Employer, Monthly Earnings will continue to be determined foreach Plan Year during all or any part of which the individual was a salaried,office clerical, or supervisory employee. The preceding sentence does not apply if the individual is not aQualified Employee due to application of Sec. 2.37(c) (relating tonon-resident aliens) or Sec. 2.37(d) (relating to bargaining unitemployees), or during any period while the individual’s principal place ofemployment is outside the United States.

 

(2)           Allowances or reimbursementsfor expenses, payments or contributions to or for the benefit of the employeeunder any profit sharing, insurance, workers’ compensation or other employeebenefit plan, income derived from receipt or exercise of stock options, phantomstock awards, or benefits in the form of property or the use of property shallnot be included in computing Monthly Earnings.

 

(3)           An employee’s MonthlyEarnings for any Plan Year before 1992 will be determined pursuant to the Planas in effect prior to the amendment effective January 1, 1997.

 

(4)           If an employee elects todefer salary or bonus pursuant to a non-qualified deferred compensation plan,Monthly Earnings will be determined without regard to said deferral.  For example, monthly salary under (a)(1) isthe monthly salary rate in effect before any voluntary deferral. Similarly, theannual bonus under (a)(2)(B) is the amount earned without regard to any 

 

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election to deferreceipt.  When the deferred compensationlater is paid to the employee, it will not be included in Monthly Earnings atthe time of payment.

 

(d)           Monthly Earnings is the grossamount, before any reduction pursuant to Code §§ 125, 132(f)(4), or 401(k).

 

(e)           Notwithstanding any otherprovision of this section to the contrary, if a Participant’s service in Brazilwith ITAP/BEMIS, Ltda. is recognized as Credited Service pursuant to Sec.3.5(a)(6), Monthly Earnings for each Plan Year beginning after his or hertransfer to Brazil and ending before his or her return to the United Statesshall be equal to the average of his or her last Monthly Earnings rate beforethe transfer and first Monthly Earnings rate after the return.

 

(f)            Monthly Earnings shall bedetermined for periods while an individual was a salaried employee of aParticipating Employer or Affiliate in Canada. Said determination will be made in accordance with this section, butMonthly Earnings expressed in Canadian dollars as of any January 1 will beconverted to U.S. dollars using the rate of exchange on the last business dayof the preceding December as reported in the Exchange Rate Table aspublished in the Wall Street Journal.

 

(g)           The Code § 401(a)(17) limitreferred to in (a) and (b) is $200,000 for 2002 and all prior PlanYears, and is subject to a cost of living adjustment for Plan Years after2002.  The limit for 2009 is $245,000.

 

(h)           If a Group A or Group BParticipant formerly employed by the Company or its Affiliates is rehired bythe Company or an Affiliate on or after January 1, 2006, amounts paidduring the period of reemployment will be disregarded for purposes ofdetermining his or her Monthly Earnings.

 

(i)            If a Group A or Group BParticipant permanently transfers to a position outside the U.S. with theCompany or an Affiliate and later returns to a position as a Qualified Employeein the U.S., Monthly Earnings shall be determined for each Plan Year he or sheis a Qualified Employee following his or her return to the U.S.

 

**Sec.4.8  Final Average Earnings.**  A Participant’s “Final Average Earnings” isthe highest average Monthly Earnings for any five consecutive years out of thelast 15 years for which Monthly Earnings was determined under Sec. 4.7, or theaverage for all such years if five or less.  Years for which no Monthly Earnings was determined are disregarded indetermining this average, and the years used to determine the average may beinterspersed with the years for which there was no Monthly Earnings.  For example, if a Participant had MonthlyEarnings for 1975 through 1988, had no Monthly Earnings for 1989 through 2002,and resumed having Monthly Earnings for 2003 through 2005, the most recent 15 yearperiod used in this section would be 1977 through 1988 and 2003 through 2005,and the five highest consecutive years

 

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would be 1987, 1988, 2003, 2004 and 2005 ifthey produced the highest average.  Becausethe years with no Monthly Earnings are totally disregarded, in this example,1988 and 2003 are treated as consecutive with each other.

 

**Sec.4.9  Primary Social Security Benefit.**  “Primary Social Security Benefit” forpurposes of the Plan is an amount estimated by the Company as of the date of anemployee’s Termination of Employment to be the Social Security Act primarymonthly old-age insurance benefit to which such employee is entitled on thebasis of his or her employment record, with benefit payments commencing for themonth in which he or she attains Normal Retirement Age or in which his or herTermination of Employment occurs, if later. In making such estimate, recognition shall be given to any adjustment inthe benefit that is retroactive to the month in which he or she attains NormalRetirement Age or the month in which his or her Termination of Employmentoccurs, if later.  Such estimate shall bemade as follows:

 

(a)           The employee’s compensationwhile employed by the Company shall be determined on either or a combination ofthe following bases:

 

(1)           On the basis of the employee’sactual wage history as set forth in the Company’s books and records, exceptthat the employee may elect to supply the Company with actual wage history asprovided in subsection (d).

 

(2)           On the basis ofan estimate of compensation while employed by the Company, subject to thefollowing:

 

(A)          The employee has the rightto elect to supply the Company with his or her actual wage history as providedin subsection (d).

 

(B)           If the employee does notelect to supply the Company with actual wage history, the estimate isconsistent with subsection (c).

 

(b)           The employee’s wage historyprior to his or her Employment Commencement Date shall be determined asfollows:

 

(1)           The employeehas the right to elect to supply the Company with his or her actual wagehistory as provided in subsection (d).

 

(2)           If the employee does notelect to supply the Company with his or her actual wage history, an estimate ofwage history prior to his or her Employment Commencement Date shall be made ina manner consistent with subsection (c).

 

(c)           If an employee does notelect to supply the Company with actual wage history, any estimate of wagehistory prior to his or her Termination of Employment or EmploymentCommencement Date shall be made by applying a salary scale, projectedbackwards, to the employee’s annual rate of compensation as in effect 

 

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immediately after the period for which the estimate is being made.  Said scale is the actual percentage change inaverage wages from year to year as determined by the Social SecurityAdministration.

 

(d)           If the employee so elects,in lieu of the Company estimating his or her wage history as provided in (c),he or she may direct the Company to estimate the Primary Social SecurityBenefit on the basis of the employee’s actual wage history as furnished by theSocial Security Administration or such other source as the Company deems to bereliable. The employee must, however, supply the Company with satisfactorydocumentation of the actual wage history within a reasonable period of timefollowing the later of his or her Termination of Employment and the date theCompany notifies him or her of the benefit, if any, that he or she is entitledto receive under the Plan.

 

(e)           Estimates under this sectionshall be based on the assumption that the Social Security Act as in effect onthe December 31 immediately preceding the employee’s Termination ofEmployment will remain unchanged thereafter.

 

(f)            Estimates under this sectionshall be based on the assumption that after the December 31 immediatelypreceding the employee’s Termination of Employment, there will be no benefit orwage base changes under the Social Security Act resulting from changes in thecost of living.

 

(g)           Estimates under this sectionshall be based on the assumption that the employee will be in coveredemployment under the Social Security Act until attainment of Normal RetirementAge and will continue to receive compensation that would be treated as wagesfor purposes of the Social Security Act at the same annual rate as he or shereceived such compensation for the Plan Year ending on the December 31coincident with or immediately preceding Termination of Employment.

 

(h)           Estimates under this sectionshall be based on the assumption that the employee will make timely applicationto receive a Social Security Act primary monthly old-age insurance benefit withpayments commencing for the month in which he or she attains Normal RetirementAge, or the month in which Termination of Employment occurs, if later, and willnot be disqualified from receiving said payments by employment,self-employment, or in any other way.

 

**Sec.4.10  “Actuarial Equivalent”, “ActuarialValue”, “Present Value”.**  Each “Actuarial Equivalent”, “Actuarial Value”,or “Present Value” shall be determined as follows:

 

(a)           For determinations involvingbenefits payable pursuant to the sections listed below, the amount of suchbenefit shall equal the Participant’s Accrued Monthly Pension multiplied by theappropriate factor as set forth in the following table:

 

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| **Form of  Benefit**                                                                         | ** ** | **Factor**                                                                                                                                                                                                                                                                                                                                          |
|---------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                              |       |                                                                                                                                                                                                                                                                                                                                                |
| Sec. 7.2 (Qualified Joint  and Survivor Annuity) and Sec. 7.4 (Joint and 1⁄2 Survivor Annuity) |       | 90% increased by 3/4 of 1%  for each year that the Participant’s spouse or designated joint annuitant is  older than the Participant and decreased by 3/4 of 1% for each year that the  Participant’s spouse or designated joint annuitant is younger than the  Participant; provided, however, that such factor shall never exceed 100%. |
|                                                                                              |       |                                                                                                                                                                                                                                                                                                                                                |
| Sec. 7.4 (Joint and 3/4  Survivor Annuity)                                                        |       | 85% increased by 88/100 of  1% for each year that the Participant’s designated joint annuitant is older  than the Participant and decreased by 88/100 of 1% for each year that the  Participant’s designated joint annuitant is younger than the Participant;  provided, however, that such factor shall never exceed 100%.               |
|                                                                                              |       |                                                                                                                                                                                                                                                                                                                                                |
| Sec. 7.4 (Joint and Full  Survivor Annuity)                                                       |       | 80% increased by 1% for  each year that the Participant’s designated joint annuitant is older than the  Participant and decreased by 1% for each year that the Participant’s  designated joint annuitant is younger than the Participant; provided,  however, that such factor shall never exceed 100%.                                   |
|                                                                                              |       |                                                                                                                                                                                                                                                                                                                                                |
| Sec. 7.4 (Life and 10  Years Certain)                                                             |       | 91%                                                                                                                                                                                                                                                                                                                                                 |

 

For the purposes of theabove table, the difference in age between the Participant and the Participant’sspouse or designated joint annuitant, as the case may be, shall be measured inwhole years, and partial years shall be disregarded.

 

(b)           For determinations pursuantto Sec. 8.12, the “Actuarial Equivalent” factors are as specified in thatsection.

 

(c)           Effective as of January 1,2008, for determinations of lump sum payment of benefits which would otherwisebe payable as monthly annuities, each Actuarial Equivalent shall be determinedon the basis of the following actuarial assumptions:

 

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(1)           The interestrate used to calculate any lump sum paid during a Plan Year will be the annualinterest rate prescribed under Code §417(e)(3) as amended by the PensionProtection Act of 2006 for October of the Plan Year preceding the PlanYear in which the payment is made.

 

(2)           The mortalitytable used for such calculations is the “applicable mortality table” for thecalendar year in which the distribution is made as prescribed under Code§417(e)(3)(B) as amended by the Pension Protection Act of 2006.

 

Said assumptions shall alsobe used (i) for purposes of Sec. 8.6 in determining the present value ofaccrued benefits which are to be paid under a qualified domestic relationsorder, (ii) for purposes of the adjustment in Sec. 7.3 of Appendix A if aHayssen Plan Participant withdraws his or her Prior Service Benefit, (iii) forpurposes of determining whether the Plan is “top heavy” under Sec. 14.2, and (iv) forall purposes for which Actuarial Equivalents must be determined under the planexcept as specifically provided elsewhere in the Plan.

 

(d)           Each determination involvingan Actuarial Equivalent shall be made in accordance with any applicableregulation promulgated by the Secretary of Labor or the Secretary of theTreasury.

 

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**ARTICLE V**

 

**PLANPARTICIPATION**

 

**Sec.5.1  Eligibility for Participation**.  No employee shall become a Participant after December 31,2005.  Prior to January 1, 2006, anemployee of a Participating Employer became a Participant in the Plan on theearliest date, on or after the date the Plan became effective with respect tohis or her Participating Employer, on which he or she both (i) was aQualified Employee and (ii) had completed one Year of EligibilityService.  Because employees withEmployment Commencement Dates during 2005 will not complete a year ofEligibility Service before January 1, 2006, such individuals are noteligible to become Participants.

 

**Sec.5.2  Duration of Participation.**  A Participant shall continue to be such untilthe later of:

 

(a)                                  His or herTermination of Employment.

 

(b)                                 The date allbenefits, if any, to which he or she is entitled hereunder have beendistributed from the Fund.

 

**Sec.5.3  No Guarantee of Employment.**  Participation in the Plan does not constitutea guarantee or contract of employment with the employee’s ParticipantEmployer.  Such participation shall in noway interfere with any rights the Participating Employer would have in theabsence of such participation to determine the duration of the employee’semployment with the Participating Employer.

 

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**ARTICLE VI**

 

**PENSIONBENEFITS**

 

**Sec.6.1  Pension on Normal Retirement.**  On Normal Retirement a Participant shall beentitled to a pension payable monthly for life, the first payment to be made asof the first day of the month following the Normal Retirement (if he or she isliving on said first day of the month) and the last payment to be made as ofthe first day of the month in which his or her death occurs, in a monthly amountequal to his or her Accrued Monthly Pension. The pension payable under this section is subject to all the provisionsof the Plan, and in this regard special reference is to be made to theprovisions of Articles VI, VII, and VIII.

 

**Sec.6.2  Pension on Early Retirement.**  On Early Retirement, a Participant shall beentitled to a pension payable monthly for life, the first payment to be made onthe first day of the month following his or her Normal Retirement Date (if heor she is living on said first day of the month) and the last payment to bemade as of the first day of the month in which his or her death occurs, in amonthly amount equal to his or her Accrued Monthly Pension. However, he or shemay elect a monthly pension which is in lieu of the aforesaid pension, thefirst payment to be made as of the first day of any month he or she electswhich is after the Early Retirement and prior to his or her Normal RetirementDate (if he or she is living on the commencement date so elected) and the lastpayment to be made as of the first day of the month in which his or her deathoccurs, in a monthly amount equal to his or her Accrued Monthly Pension,reduced by 5/12 of 1% for each of the first 60 months and by 1/3 of 1% for eachadditional month by which the pension commencement date precedes his or herNormal Retirement Date.

 

The election shall be made by requesting theappropriate form from the Company and completing, signing and filing the formwith the Company before the commencement date elected.  The pension payable under this section issubject to all the provisions of the Plan, and in this regard special referenceis to be made to the provisions of Articles VI, VII and VIII.

 

**Sec.6.3  Pension on Disability Retirement.**  On Disability Retirement, a Participant shallbe entitled to a pension payable monthly for life, the first payment to be madeas of the first day of the month following his or her Termination ofEmployment, if the Participant is then living, and the last as of the first dayof the month in which his or her death occurs. The monthly amount of said pension shall be determined as follows:

 

(a)                                  If theParticipant has attained age 55 when the Disability Retirement occurs, themonthly amount of the Disability Retirement pension shall be determined in thesame manner as an Early Retirement pension under Sec. 6.2.

 

(b)                                 If theParticipant’s Disability Retirement occurs prior to the date he or she attainsage 55, the monthly pension amount shall be his or her Accrued Monthly Pension,reduced by 5/9 of 1% for each of the first 60 months and 5/18 of 1% for eachadditional month by which the commencement date precedes his or her NormalRetirement Date.

 

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The pension payable under this section is subject toall the provisions of the Plan, and in this regard special reference is to bemade to the provisions of Articles VI, VII, and VIII.

 

**Sec.6.4  Pension on Vested Termination.**  On a Vested Termination, a Participant shallbe entitled to a pension payable monthly for life, the first payment to be madeas of the first day of the month next following his or her Normal RetirementDate, if he or she is then living, and the last as of the first day of themonth in which his or her death occurs. The monthly amount of said pension shall equal the Participant’s AccruedMonthly Pension.  However, if theParticipant has completed 10 years of Elapsed Time, he or she may elect toreceive a monthly pension which is in lieu of the aforesaid pension, the firstpayment to be made as of the first day of any month after the month in whichthe Participant attains age 55 but not later than the first day of the monthafter his or her Normal Retirement Date (if the Participant is living on thecommencement date so elected) and the last payment to be made as of the firstday of the month in which his or her death occurs.  The monthly amount of such pension shall bethe monthly amount otherwise payable following his or her Normal RetirementDate reduced by 5/9 of 1% for each of the first 60 months and 5/18 of 1 % foreach additional month by which the pension commencement date precedes his orher Normal Retirement Date.

 

The election shall be made by requesting theappropriate form from the Company and completing, signing, and filing the formwith the Company before the commencement date elected.  A Participant who has fewer than 10 years ofElapsed Time may not elect to have his or her pension commence prior to his orher Normal Retirement Date.  The pensionpayable under this section is subject to all the provisions of the Plan, and inthis regard special reference is to be made to the provisions of Articles VI,VII, and VIII.

 

**Sec.6.5  Deduction for Other PensionPayments.** Notwithstanding the foregoing provisions, themonthly amounts otherwise payable thereunder shall be reduced by the amount(expressed on a comparable basis that is an Actuarial Equivalent) of themonthly pension, if any, to which the Participant is entitled under any otherpension plan that meets the requirements of Code § 401(a) and that isfinanced in whole or in part by a Participating Employer, but only to theextent such other pension is attributable to employer contributions and to thesame period of service for which the pension is being paid under this Plan.  Said reduction is subject to the following:

 

(a)                                  In cases whereservice outside the United States is recognized as Credited Service under thisPlan, said reduction also shall apply with respect to any benefits aParticipant accrued under a retirement plan financed in whole or in part by aParticipating Employer or Affiliate outside the U.S. for the benefit ofemployees working outside the U.S.

 

(b)                                 If anindividual Participant transfers to or from a position covered by the BemisHourly Retirement Plan (the “BHRP”), any benefit accrued under this Plan forthe Plan Year the transfer occurred will not be offset by benefits accrued forthe same year under the BHRP.  Thepreceding sentence only applies to individual transfers; if a location or groupof employees transfers from the BHRP to this Plan or vice versa, and the sameperiod of service is recognized under both plans, 

 

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benefitsearned under this Plan for such service will be offset by benefits earned underthe BHRP for the same service.

 

**Sec.6.6  Amendments Affecting PensionRights.** Notwithstanding the foregoing provisions, in the event of an amendmentto the Plan, the following shall be applicable:

 

(a)                                  The amendmentshall not reduce the accrued benefit, within the meaning of Code § 411(d)(6),of a Participant determined at the time of such amendment except in conformitywith said section.

 

(b)                                 If theamendment to the Plan should change the vesting schedule of the Plan, eachParticipant having not less than three years of Elapsed Time by the end of theelection period with respect to such amendment shall be permitted within suchelection period to elect in writing to have his or her vested percentagecomputed under the Plan without regard to such amendment.  The election period shall be a reasonableperiod determined by the Company commencing not later than the date theamendment is adopted.  However, theCompany need not provide such an election for any Participant whose vestedpercentage under the Plan, as amended, at any time cannot be less than suchpercentage determined without regard to such amendment.

 

**Sec.6.7  Suspension of Benefits and Effectof Reemployment.**  If aParticipant has a Termination of Employment and is subsequently reemployed by aParticipating Employer, or if a Participant’s employment with a ParticipatingEmployer continues after he or she attains Normal Retirement Age, the followingshall be applicable:

 

(a)                                  If aParticipant is reemployed by a Participating Employer, pension payments shallcontinue through the month the Participant completes 1000 Hours of Servicefollowing said reemployment.  After saidmonth and prior to the month following the Participant’s subsequent Terminationof Employment, pension payments he or she would otherwise be entitled toreceive for the following calendar months shall be permanently withheld:

 

(1)           Each calendarmonth ending on or before the Participant’s Normal Retirement Date in which heor she completes one or more Hours of Service.

 

(2)           Each calendar month endingafter the Participant’s Normal Retirement Date in which he or she completes 40or more Hours of Service.

 

(b)                                 If aParticipant’s employment with a Participating Employer continues after his orher Normal Retirement Date, pension payments will be permanently withheld foreach calendar month in which he or she completes 40 or more Hours of Service.

 

(c)                                  If a monthlypension payment is made for a calendar month and it later is determined thatsuch payment was subject to permanent withholding, the amount 

 

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of such payment shall beapplied as an offset against subsequent monthly payments unless the Participanthas previously repaid the overpayment. However, the amount of any such offset shall not exceed, in any onemonth after the Participant attains Normal Retirement Age, 25 percent of themonthly total benefit payment that would have been paid but for the offset.

 

(d)                                 The Companyshall notify a Participant of any suspension under subsection (a)(2) or(b).  The notice shall conform to therequirements of Section 2530.203-3(b)(4) of the Department of LaborRegulations.

 

(e)                                  If theParticipant’s reemployment date was prior to January 1, 2006, when benefitpayments resume following any period of suspension under subsection (a), thepension shall be paid under the same form as previously in effect and shall bein a monthly amount equal to the sum of (i) the monthly amount payableprior to the suspension plus (ii) any additional amount based on serviceduring the period of reemployment. However, notwithstanding any other provision of the Plan to thecontrary, no additional amount will be accrued for any Plan Year during theperiod of reemployment prior to the earliest Plan Year therein during which theParticipant completes 1000 or more Hours of Service.

 

(f)                                    If theParticipant’s reemployment date is after December 31, 2005:

 

(1)           Pay received during theperiod of reemployment will be disregarded for purposes of determining theindividual’s Monthly Earnings.

 

(2)           Service during the period ofreemployment will be disregarded for purposes of determining the individual’sCredited Service.

 

(3)           When benefits resumefollowing any period of suspension under subsection (a), the monthly amountpayable will be determined using the following steps:

 

(A)                              Calculateamount payable upon date benefits resume, based on early commencement reductionfactor for that date.

 

(B)                                SubtractActuarial Value of benefits paid prior to period of suspension.  (Actuarial Value for this purpose will bedetermined using actuarial assumptions in Sec. 4.10(c).)

 

(C)                                Pay benefitunder the same form as previously in effect.

 

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(g)                                 “Hour ofService” for purposes of this section is as defined in Sections 2530.200b-2(a)(1) and(2) of the Labor Department regulations.

 

(h)                                 The provisionsof this section shall be administered in accordance with section 2530.203-3 ofthe Department of Labor Regulations.

 

**Sec.6.8  Family Income Coverage**.  Section 12.04 of the Plan as in effecton December 31, 1968, relating to continuation of family income coveragecomparable to that provided under the S&RIP prior to 1962, shall be deemedto continue in effect for Participants who had elected to continue such coverage.  However, for purposes of all other provisionsof the Plan as set forth herein, contributions made by a Participant andbenefits paid to his or her Beneficiary in connection with said family incomecoverage shall be deemed to be unrelated to this Plan.

 

**Sec.6.9  Effect of Participation inVariable Annuity Fund Prior to January 1, 1969.** Pursuant to Article 9of the Plan as in effect prior to the revision of the Plan effective January 1,1969, members could elect to have a portion of their accrued benefits fundedthrough a “Variable Annuity Fund.” Effective as of January 1, 1969, saidelections were no longer effective and said Variable Annuity Fund wasdiscontinued with respect to Participants hereunder.  However, a Participant in the Plan on orafter January 1, 1969 who made such election under the prior provisions ofthe Plan shall be deemed to have made a contribution in support of the Plan on December 31,1968 in an amount equal to the increase in value as of that date of allcontributions on his behalf that were allocated to said Variable Annuity Fund,to the extent such increase is attributable to the investment experience of theVariable Annuity Fund in excess of the assumed yield rate for said VariableAnnuity Fund.  The Actuary shalldetermine the amount to be so credited to each such Participant as of December 31,1968 in a manner consistent with the provisions of said Article 9 of thePlan as previously in effect.  At suchtime as a Participant who made such an election under the prior provisions ofthe Plan becomes entitled to a benefit under the foregoing provisions of this Article VI,he or she shall be entitled to a supplemental benefit, which shall be in thesame form as the benefit under said provisions. Said supplemental benefit shall be the Actuarial Equivalent of theamount deemed to be an employee contribution pursuant to this section, togetherwith Accumulated Interest from the year 1968.

 

**Sec.6.10  Preservation of Benefits UnderPre-1972 Formula.**  Thepension payable to any person who became a Participant on or before January 1,1972 shall not be less than the amount provided under Article XV of thePlan as in effect on December 31, 1988.

 

**Sec.6.11  Preservation of Benefits UnderPre-1997 Formula.**  Foreach Participant who is an “Eligible Employee” as defined in subsection (a),the benefit provisions of subsection (b) will be applicable.  These provisions preserve certain features ofthe Plan as in effect on December 31, 1996.  Also, for each person who was a Participanton March 31, 1997, regardless of whether he or she is an EligibleEmployee, his or her benefit under the Plan will not be less than the amountdetermined under subsection (c):

 

(a)                                  Definition ofEligible Employee.  AParticipant is an “Eligible Employee” for purposes of this section if he or shemeets the requirements of (1) and (2):

 

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(1)           Therequirements of this paragraph (1) are met if he or she had an EmploymentCommencement Date prior to January 1, 1992.  For this purpose, if he or she first becamean employee of the Company or a subsidiary of the Company through anacquisition, and the acquisition occurred before July 1, 1996, theindividual’s Employment Commencement Date is his or her most recent date ofhire by the acquired company.  Personswho became employees of the Company or a Company subsidiary throughacquisitions on or after July 1, 1996 do not satisfy therequirements of this paragraph, and therefore are not EligibleEmployees.

 

(2)           Therequirements of this paragraph (2) are met if any one of the followingrequirements is satisfied:

 

(A)                              The individualwas an Active Participant on December 31, 1996.

 

(B)                                The individualwas an active employee on January 1, 1997 in a group that became eligibleto participate in the Plan on said date, and if the individual became anemployee of the Company or a Company subsidiary through an acquisition, theacquisition occurred before July 1, 1996. (Individuals who became employees of the Company or its subsidiariesthrough acquisitions on or after July 1, 1996 do not satisfy thisrequirement.)

 

(C)                                He or she hadan Early Retirement prior to December 31, 1996, but becomes a QualifiedEmployee after said date.

 

Also, a Participant employedat Bemis Packaging Machinery Company, Hayssen Manufacturing Company, orAccraply, Inc. immediately prior to sale of these units on May 6,1997 is an Eligible Employee regardless of whether he or she meets therequirements of (1) and (2).  Inaddition, Patricia Stone (Employee ID 108484) and Gary Vacek (Employee ID103002) are Eligible Employees regardless of whether they meet the requirementsof (1) and (2).

 

(b)                                 Pre-1997Benefit Provisions Which Are Preserved for Eligible Employees.  The following benefit provisions that were ineffect on December 31, 1996 are preserved for Eligible Employees.  For Eligible Employees, these preservedbenefit provisions apply to the individual’s entire pension, not just theamount accrued through the date these provisions were deleted from the Plan:

 

(1)           NormalRetirement Age.  For EligibleEmployees, Normal Retirement Age under the Plan is age 65, regardless of theyear of the Participant’s birth.

 

(2)           EarlyRetirement Reduction Factors.  If an Eligible Employee has an EarlyRetirement and elects to have his or her pension begin before Normal RetirementAge, the monthly amount of said pension shall be equal to his 

 

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orher Accrued Monthly Pension, multiplied by the early retirement factordetermined from the table set forth below according to the Participant’s agewhen payments commence:

 
| **Attained Age on Due Date** | ** ** | **Early**             | ** ** |
|------------------------------|------------|-----------------------|------------|
| **of First Monthly Payment** | ** ** | **Retirement Factor** | ** ** |
|                         |       |                  |       |
| 64                           |       | 98                    | %          |
| 63                           |       | 96                    | %          |
| 62                           |       | 94                    | %          |
| 61                           |       | 90                    | %          |
| 60                           |       | 86                    | %          |
| 59                           |       | 82                    | %          |
| 58                           |       | 78                    | %          |
| 57                           |       | 74                    | %          |
| 56                           |       | 70                    | %          |
| 55                           |       | 66                    | %          |

 

(A proportionateintermediary percentage will be applied for each completed month after thegiven age is attained.)

 

(3)          DisabilityRetirement.  The earlyretirement factors in (2) also apply if an Eligible Employee has aDisability Retirement after attaining age 55. If the Eligible Employee’s Disability Retirement occurs after theParticipant attains age 50 but before he attains age 55, the reduction factoris 5/9 of 1% for each of the first 60 months and 5/18 of 1% for each additionalmonth by which the benefit commencement date precedes age 65.

 

(4)           Social SecuritySupplement.  If anEligible Employee has an Early Retirement and elects to have his or her pensionbegin before age 65, in addition to the reduced monthly pension as provided in(b)(2), with each monthly payment prior to age 65, the Eligible Employee shallreceive a supplemental benefit equal to (i) 50% of his or her PrimarySocial Security Benefit; multiplied by (ii) the fraction described in Sec.4.5(a)(2)(B) (if the Eligible Employee is a Group A Participant) or thefraction in Sec. 4.5 (b)(2)(B) (if the Eligible Employee is a Group BParticipant); multiplied by (iii) the early retirement factor determinedfrom the table set forth in (b)(2) of this section according to theParticipant’s age when payments commence.

 

(c)                                  Benefits WillNot Be Less Than Amount Accrued Through March 31, 1997 Under Plan As ThenIn Effect.  For anyperson who was a Participant on March 31, 1997, and who qualifies for abenefit under Sec. 6.1, 6.2, 6.3 or 6.4, his or her monthly pension will not beless than an amount determined as follows:

 

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(1)           For purposes ofcalculating said minimum pension, the Participant’s Accrued Monthly Pensionwill be based solely upon Monthly Earnings and Credited Service through March 31,1997; Monthly Earnings and Credited Service after said date will bedisregarded.

 

(2)           The Participant’sNormal Retirement Age for purposes of determining said minimum pension is age65, regardless of his or her date of birth.

 

(3)           The minimum pension underthis subsection does not include the Social Security Supplement in(b)(4).  The Social Security Supplementwill only be paid if the individual is an Eligible Employee under subsection(a).

 

**Sec. 6.12  Special Vested Termination Provisions ForEmployees At Certain Discontinued Operations.** If a Participant was employed immediatelyprior to his or her Termination of Employment at a location listed insubsection (a), the Termination of Employment occurred on or after the datespecified in subsection (a) for the Participant’s location, and theParticipant meets the requirements of subsection (b), his or her pension onVested Termination will be calculated as provided in subsection (c):

 

(a)                                  Locations anddates covered:

 

(1)           HayssenManufacturing Company, Accraply, Inc., and Bemis Packaging MachineryCompany (a division of Bemis Company, Inc.), but only if the Participant’sTermination of Employment occurred on or after May 1, 1997.

 

(2)           Pepperell, Massachusettsplant, but only if Participant’s Termination of Employment occurred on or afterJanuary 1, 1998.

 

(b)                                 A Participantmeets the requirements of this subsection (b) only if all of the followingrequirements are met:

 

(1)           The Participant’sEmployment Commencement Date was prior to the date the Participant attained age35.

 

(2)           The Participant’sTermination of Employment occurred on or after the date the Participantattained age 45, but before he or she attained age 55.

 

(3)          The Participant completed 10or more years of Credited Service prior to his or her Termination ofEmployment.

 

(c)                                  If aParticipant meets the foregoing requirements, the monthly pension on VestedTermination payable under Sec. 6.4 on a life only basis beginning the monthfollowing the Participant’s attainment of age 65 will not be determined underSec. 4.5(a)(1), but rather will be determined under Sec. 4.5(a)(2).  If the Participant 

 

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elects to have the pension begin after he or she attains age 55, butbefore age 65, it will be subject to the reduction factors specified in Sec.6.4.

 

**Sec.6.13  Special Enhanced Benefit forCertain Employees at Stow, Ohio.**  A Participant who has satisfied theeligibility requirements  of subsection (a) shallbe entitled to an enhanced benefit determined as provided in subsection (b):

 

(a)                                  Eligibility.  To be eligible for the special enhancedbenefit under this section, a Participant must have satisfied the requirementsof (1), (2), (3) and (4):

 

(1)          On July 1, 1998, the Participant was employedby Morgan Adhesives Company at its Stow, Ohio facility, and was working in ajob category designated by the Company as eligible to elect this benefit.

 

(2)          The Participant attained age55 and completed 10 or more years of Elapsed Time prior to July 1, 1998.

 

(3)          The Participant electedTermination of Employment during a window period established by the Company,the last day of which shall be not later than October 31, 1998.  A Participant may make such an election byexecuting and submitting to the Company such forms and releases as the Companyrequires.  The special enhanced benefitwill not be payable if the Participant (i) fails to execute the properforms or releases or (ii) subsequently rescinds the election in accordancewith procedures specified by the Company.

 

(4)          The Participant’sTermination of Employment occurs on or about a date approved by the Company,which generally will not be later than December 31, 1998, but which may belater (but not later than June 30, 1999) if the Company reasonablydetermines that the Participant’s continued services are necessary during alonger transition period.

 

(b)                                 Benefit Amount.  If a Participant satisfies the foregoingeligibility requirements, his benefit under the Plan will be enhanced asfollows:

 

(1)           The Participant will receiveone “point” for each five years of Credited Service he or she will have underSec. 3.5 as of the date of Termination of Employment, determined without regardto any enhanced Credited Service provided under this section.  Participants will receive whole points only,and will not receive fractional points for years of Credited Service fewer thanfive years.  For example, a Participantwith 28.5 years of Credited Service under Sec. 3.5 will receive five pointsbased on 25 years of Credited Service, and the remaining three and one-halfyears of Credited Service will be disregarded.

 

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(2)           For each “point”awarded in (1), the Participant will receive one additional year of CreditedService.  However, the Participant’stotal Credited Service, enhanced as provided by this paragraph, may not exceed30 years, nor may it exceed the years the Participant would have had at age 65if he or she had continued working.  Ifthe number of full and fractional years of additional Credited Service whichmay be awarded due to the limitations in the preceding sentence is less thanthe number of points granted in (1), the remaining points will be applied asprovided in (3).  For example, if theParticipant referred to in (1) is age 61 and has 28.5 years of CreditedService without regard to this section, 1.5 of his points will be used to givehim an additional 1.5 years of Credited Service (bringing him to 30 years ofCredited Service) and the remaining 3 full points will be applied as providedin (3).

 

(3)           Any full pointswhich were not applied to increase Credited Service will be converted to fullyears of age and applied to increase the Participant’s deemed age for purposesof calculating the benefit on Early Retirement. (Only full points will be used for this purpose; fractional points willbe disregarded.)  The reduction factorfor early commencement in Sec. 6.2 and Sec. 6.11(b)(2) will be based onthe Participant’s deemed age rather than his or her actual age.  For example, the remaining 3 full points ofthe 61 year old Participant referred to in (1) and (2) would beconverted to 3 years of age, bringing him to a deemed age of 64 for purposes ofdetermining his early retirement reduction factor.  A Participant’s deemed age after suchenhancement shall not be more than 65.

 

**Sec. 6.14  Increasein Benefits for Persons Whose Benefits Commenced Prior to January 1, 1990.**  Effective as of July 1, 2000, benefitsunder the Plan shall be increased by the percentage or amount determined fromthe following table:

 
| **Benefit Commencement Date**                         | ** ** | **Increase**                                       |
|-----------------------------------------------------------------|------------|----------------------------------------------------|
| Before January 1, 1970                                     |       | 40%, but not less than $50 and not more than $200  |
|                                                            |       |                                               |
| After December 31,  1969 and prior to January 1, 1975 |       | 30%, but not less than $50  and not more than $200 |
|                                                            |       |                                               |
| After December 31,  1974 and prior to January 1, 1980 |       | 20%, but not less than $50  and not more than $200 |
|                                                            |       |                                               |
| After December 31,  1979 and prior to January 1, 1990 |       | 10%, but not less than $50  and not more than $200 |
|                                                            |       |                                               |
| After December 31, 1989                                    |       | No increase                                        |

 

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For purposes of determiningthe amount of the increase applicable with respect to a surviving spouse,contingent annuitant, or Beneficiary of a deceased Participant, the “BenefitCommencement Date” is the earlier of (i) the date benefit payments to thedeceased Participant commenced or (ii) the date benefit payments to thesurviving spouse, contingent annuitant, or Beneficiary commenced.  In the case of any living Participant whoqualifies for the increase, the increased amount of the Participant’s pensionshall be taken into account in determining benefits, if any, payable to the Participant’ssurviving spouse, contingent annuitant, or Beneficiary.

 

However,said benefit increase does not apply with respect to any individual whoparticipated in a plan which was merged into this Plan and whose Termination ofEmployment occurred prior to said merger, nor to the surviving spouse,contingent annuitant, or Beneficiary of such an individual.

 

**Sec. 6.15  SpecialEnhanced Benefit for Certain Employees at Bemis Clysar, Inc.  ** The following provisions apply to formeremployees of E. I. Dupont De Nemours & Company or its subsidiaries whobecame employees of Bemis Clysar, Inc. on or about July 30, 2002 andwho are referred to in this section as “Bemis Clysar Participants”.

 

(a)                                  A Bemis ClysarParticipant whose Termination of Employment occurs after he or she attains age60 will be entitled to a pension payable monthly for life, the first payment tobe made as of the first day of the month following his or her Termination ofEmployment and the last as of the first day of the month in which his or herdeath occurs, in a monthly amount equal to his or her Accrued Monthly Pension.

 

(b)                                 If a BemisClysar Participant’s Termination of Employment occurs after he or she attainsage 55 but before age 60 and the individual has completed 10 or more years ofElapsed Time:

 

(1)           The individual will beentitled to a pension payable monthly for life, the first payment to be made asof the first day of the month following the month in which he or she attainsage 60 and the last as of the first day of the month in which his or her deathoccurs, in a monthly amount equal to his or her Accrued Monthly Pension.

 

(2)           In lieu of the pension in(1), he or she may elect a reduced pension beginning as of the first day of anymonth after his or her Termination of Employment and prior to his or herattainment of age 60, in a monthly amount equal to his or her Accrued MonthlyPension, reduced by 5/12 of 1% for each month by which the pension commencementdate precedes for the first day of the month following the month in which theindividual will attain age 60.

 

(c)                                  If a BemisClysar Participant has a Termination of Employment after completing at leastfive years of Elapsed Time but under circumstances where neither (a) nor (b) isapplicable (*i.e.,* terminationbefore age 55 regardless of length of service, or 

 

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betweenages 55 and 60 with fewer than 10 years of Elapsed Time), his or her pensionwill be determined under Sec. 6.4.

 

**Sec. 6.16**  **SpecialProvisions Applicable to Participants Who Terminated Due to Certain PlantClosings.**   If aParticipant employed at a location listed in subsection (a) has aTermination of Employment due to the closing of said location, and he or shemeets the requirements of subsection (b), his or her pension will be calculatedas provided in subsection (c):

 

(a)                                  This sectionapplies to employees who terminated employment due to closing of the followinglocations:

 

(1)           Murphysboro, Illinois —closed September 2003.

(2)           Union City, California —closed September 2003.

(3)           Nellis, Nevada — closed March 2004.

(4)           Milprint - Denmark,Wisconsin — closed April 2006.

(5)           Peoria, Illinois — closed June 2006.

(6)           Mactac Engineered Products(MEP) — Hopkins, Minnesota — closed July 2006.

 

(b)                                 A Participantmeets the requirements of this subsection if he or she is not eligible forNormal Retirement or Early Retirement and satisfies either of the followingrequirements on the date of Termination of Employment:

 

(1)           He or she has attained age50 and completed 10 or more years of Elapsed Time.

 

(2)           The sum of his or herattained age and Elapsed Time totals 65 or more.

 

(c)                                  If a Group AParticipant meets the requirements of this section, his or her Accrued MonthlyPension upon Vested Termination will not be determined under Sec. 4.5(a)(1),but rather will be determined under Sec. 4.5(a)(2).  If a Group B Participant meets therequirements of this section, his or her Accrued Monthly Pension upon VestedTermination will not be determined under Sec. 4.5(b)(1), but rather will bedetermined under Sec. 4.5(b)(2).  In allother respects, the Participant’s pension will remain subject to the usualterms applicable under Sec. 6.4 to pensions upon Vested Termination, includingthe requirement that a Participant must have completed at least 10 years ofElapsed Time in order to elect to have his or her pension commence afterattainment of age 55 but prior to Normal Retirement Age, and the earlycommencement reduction factors in Sec. 6.4. Such Participants are not eligible for the Social Security Supplementunder Sec. 6.11(b)(4).

 

**Sec.6.17               Special ProvisionsApplicable to Participants Who Qualified for LTD Benefits Prior to 2006.** If a Participant qualified for long-term disability benefits under theLong-Term Disability Plan (Pre-2006):

 

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(a)                                  Notwithstanding any provision of the Planto the contrary, his or her Termination of Employment will be deemed not tohave occurred until the termination of such benefits.  Prior to the termination of such benefits, heor she shall be considered to be a Qualified Employee and Monthly Earningsshall be deemed to remain the same as last determined.

 

(b)                                 If the individual is a Group AParticipant, the entire period while he or she was receiving long-term disabilitybenefits will be recognized as Credited Service.  If the individual is a Group B Participant,the period prior to January 1, 2006 while he or she was receivinglong-term disability benefits will be recognized as Credited Service, but noadditional Credited Service will be recognized for periods after 2005.

 

(c)                                  The following will be applicable forpurposes of determining his or her Primary Social Security Benefit:

 

(1)           It shall beassumed that during the period while receiving such benefits the Participantwas receiving compensation that would be treated as wages for purposes of theSocial Security Act in the same amount as he or she received such compensationfor the Plan Year ending on the December 31 immediately preceding the dateas of which he or she became eligible to receive such benefits.

 

(2)           After December 31 immediately preceding the dateas of which he or she became eligible to receive such benefits, there will beno benefits or wage base changes under the Social Security Act resulting fromchanges in the cost of living.

 

This subsection is notapplicable in any case where an employee returns to active employment with aParticipating Employer or Affiliate after a period of long term disability.

 

(d)                                 This section applies only with respect toParticipants who receive benefits under Long-Term Disability Plan (Pre-2006)(See Sec. 2.28 for definition).  Thissection does not apply to Participants receiving benefits under any otherlong-term disability program.

 

**Sec. 6.18               MissingParticipant or Beneficiary.**Each Participant and eachBeneficiary of a deceased Participant must file with the Administrator inwriting his or her mailing address and each change of mailing address.  Any communication, statement or notice addressedto a Participant or Beneficiary at his or her last mailing address filed withthe Administrator or, if no address is filed with the Administrator, then atthe last mailing address as shown on the Administrator’s records, will bebinding on the Participant and his or her Beneficiary for purposes of thePlan.  Notwithstanding any otherprovision in the Plan, if a Participant (or Beneficiary) to whom the Plan owesbenefits cannot be located and cannot be

 

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reached by diligent efforts, then thatParticipant (or Beneficiary) forfeits his or her benefits under the Plan,subject to reinstatement if the Participant (or Beneficiary) contacts  the Administrator.

 

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**ARTICLE VII**

 

**SURVIVOR’S BENEFITS**

 

**Sec. 7.1  QualifiedPreretirement Survivor Annuity.**  A Qualified Preretirement Survivor Annuityshall be payable to a Participant’s surviving qualified spouse following theParticipant’s death, subject to the following:

 

(a)                                  A QualifiedPreretirement Survivor Annuity shall be payable only if all of the followingconditions are satisfied:

 

(1)           Immediatelyprior to the Participant’s death he or she had a nonforfeitable right to apension under the Plan.

 

(2)           The Participant’sdeath occurred before the due date of his or her first pension payment.

 

(3)           The Participantis survived by a qualified spouse. A person is a “qualified spouse” of aParticipant if, and only if, such person and the Participant have been marriedto each other throughout the one-year period ending on the date of theParticipant’s death.

 

(4)           The Participanthad Elapsed Time on or after August 23, 1984.

 

(5)           No waiver ofthe Qualified Preretirement Survivor Annuity is in effect under subsection (e).

 

(b)                                 If theParticipant’s death occurs on or after the earliest retirement date, theQualified Preretirement Survivor Annuity shall be the same as the annuity thatwould have been payable to the Participant’s qualified spouse if theParticipant had retired with a benefit commencing immediately prior to the dateof death in a form determined under subsection (d).

 

(c)                                  If theParticipant’s death occurs before the earliest retirement date, the QualifiedPreretirement Survivor Annuity shall be the same as the annuity that would havebeen payable to the Participant’s qualified spouse under the followingcircumstances:

 

(1)           The Participant’sTermination of Employment occurred on the date of death, or on actual date ofTermination of Employment, if earlier.

 

(2)           The Participantsurvived to the earliest retirement date.

 

(3)           The Participantcommenced receiving a pension on the earliest retirement date in a formdetermined under subsection (d).

 

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(4)           The Participantdied on the day after the earliest retirement date.

 

(d)                                 For purposes ofsubsection (b) and subsection (c)(3), the applicable form of benefit shallbe a benefit payable under the option described in Sec. 7.4(b) if theParticipant’s death occurs after he or she has completed ten years of ElapsedTime and attained age 55 and either (i) he or she was an ActiveParticipant immediately prior to his or her death or (ii) his or herTermination of Employment had occurred after he or she attained age 55.  In all other cases, the applicable form of benefitshall be a Qualified Joint and Survivor Annuity.

 

(e)                                  A Participantmay waive coverage under the Qualified Preretirement Survivor Annuity withrespect to periods described in paragraph (1). If he or she does not waive suchcoverage, the Accrued Monthly Pension will be reduced.  The following provisions apply to suchwaivers and reductions.

 

(1)           A Participantmay waive the Qualified Preretirement Survivor Annuity with respect to periodsafter his or her Termination of Employment and prior to his or her pensioncommencement date.  However, he or shemay not waive said annuity if such accruals have ceased due to Normal or EarlyRetirement.

 

(2)           On or about thedate a Participant becomes eligible to waive the Qualified PreretirementSurvivor Annuity, the Company will notify the Participant with regard to theelection procedure under Sec. 7.3 and the effect of said waiver.

 

(3)           The Participant’sAccrued Monthly Pension will be reduced by 25/1000 of 1% for each full monththat he or she was eligible to waive the Qualified Preretirement SurvivorAnnuity but failed to do so. However, no such reduction will be imposed for anymonth throughout which the Participant did not have a spouse to whom he or shehad been married for at least one year.

 

(4)           If a QualifiedPreretirement Survivor Annuity becomes payable under this section, thereduction in (e)(3) will not be applicable.  The reduction in (e)(3) is applicableonly if the Participant is living on the pension commencement date.

 

(f)                                    For purposes ofthis section, the “earliest retirement date” with respect to a Participantmeans:

 

(1)           If theParticipant has completed ten Years of Elapsed Time, the first day of the monthfollowing the month he or she attains (or would have attained) age 55.

 

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(2)           If theParticipant has completed less than ten years of Elapsed Time, the first day ofthe month following his or her Normal Retirement Date.

 

(g)                                 The Qualified PreretirementSurvivor Annuity is a monthly benefit payable to the Participant’s qualifiedspouse, with the first payment to be made as of whichever of the followingdates is applicable:

 

(1)           If the Participant’s death occurs after his or herNormal Retirement Date, the first payment shall be made as of the first day ofthe month following his or her death.

 

(2)           If the Participant’s death occurs (i) after heor she completed five Years of Elaspsed Time, (ii) at a time when he orshe had not completed 10 Years of Elapsed Time, and (iii) prior to his orher Normal Retirement Date, the first payment shall be made as of the first dayof the month following the Participant’s Normal Retirement Date.

 

(3)           If the Participant’s death occurs both (i) afterhe or she attained age 55 and completed 10 Years of Elapsed Time and (ii) priorto his or her Normal Retirement Date, the first payment shall be made as of thefirst day of the month following his or her death.

 

(4)           If the Participant’s death occurs (i) after heor she completed 10 Years of Elapsed Time and (ii) prior to his or herattainment of age 55, the first payment shall be made as of the first day ofthe month following the date the Participant would have attained age 55.

 

(5)           In place of the commencement date specified in (3) or(4), a qualified spouse who is eligible under either of those paragraphs mayelect to have the benefit commence as of the first day of any later month, butnot later than the first day of the month after the Participant’s NormalRetirement Date.

 

The last monthly paymentshall be made as of the first day of the month in which the qualified spouse’sdeath occurs.

 

**Sec. 7.2  QualifiedJoint and Survivor Annuity.**  Notwithstanding the provisions of Article VI,a pension otherwise payable to a Participant for life only shall instead bepaid in the form of a Qualified Joint and Survivor Annuity unless theParticipant elects otherwise, subject to all of the following:

 

(a)                                  A “QualifiedJoint and Survivor Annuity” is a pension commencing at the same time as thelife-only pension would commence, with monthly payments for the life of theParticipant, and, if the Participant dies after the date for commencement ofpension payments, with monthly payments for the life of the spouse of theParticipant after the Participant’s death which are each one-half the amount ofthe monthly payment made to the Participant during his or her lifetime.

 

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(b)           Written Explanation of QJSA.

 

(1)           The Company shall provideeach Participant no less than 30 days and no more than 180 days prior to thedate of the Participant’s first scheduled pension payment a written explanationof:

 

(i)                                     the terms andconditions of a Qualified Joint and Survivor Annuity;

 

(ii)                                  the Participant’sright to make and the effect of an election to waive the Qualified Joint andSurvivor Annuity form of benefit;

 

(iii)                               the rights of aParticipant’s spouse to consent to a Participant’s election;

 

(iv)                              the right tomake, and the effect of, a revocation of an election to waive the QualifiedJoint and Survivor Annuity;

 

(v)                                 a generaldescription of the eligibility conditions and other material features of theoptional forms of benefit under the Plan;

 

(vi)                              the financialeffect of electing the optional form of benefit (i.e., the amount payable underthe form of benefit to the Participant during his or her lifetime and theamount payable after the death of the Participant); and

 

(vii)                           the relativevalues of the optional forms of benefit.

 

(2)           Notwithstanding the other requirements of thissection, a Participant may elect (with spousal consent, as applicable) to waivethe requirement that the written explanation be provided at least 30 daysbefore the first scheduled pension payment, provided that in such cases thefirst pension payment must not be issued to the Participant until at least 8days after the day the written explanation was provided. The Participant ispermitted to revoke any affirmative pension payment election at least until thedate as of which the pension commences, or, if later, at any time prior to the expirationof the 7-day period that begins the day after the explanation of the QualifiedJoint and Survivor Annuity was provided to the Participant.  For example, if the written explanation isprovided on October 28, 2007 and the Participant and spouse want thepension to begin as of November 1, 2007, they can waive the 30 dayrequirement, in which case the November 1, 2007 pension check will beissued on or after November 5, 2007. During the seven day period beginning October 29, 2007 and ending November 4,2007, the Participant and spouse have the right to revoke any payment electionand make a new election.

 

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(c)                                  A Participantwho elects not to receive his or her pension in the form of a Qualified Joint andSurvivor Annuity will receive a pension for life only unless he or she electsan optional settlement under Sec. 7.4.

 

(d)                                 The provisionsof this section shall not be applicable unless the Participant and spouse aremarried to each other on the due date for the first pension payment to theParticipant.  References to “spouse” inthis section are to such spouse.

 

(e)                                  The benefit, ifany, payable under Sec. 6.11(b)(4) is not payable as a Qualified Joint andSurvivor Annuity.

 

**Sec. 7.3  ElectionProcedure.**  Electionsunder Sec. 7.1 and Sec. 7.2 are subject to the following requirements:

 

(a)                                  The “election period” forwaiver of the Qualified Preretirement Survivor Annuity begins on the earlier of(i) the first day of the Plan Year in which the Participant attains age 35or (ii) the date of the Participant’s Termination of Employment and endson the date of his or her death.  The “electionperiod” for the Qualified Joint and Survivor Annuity is the 180 day periodending on the due date of the Participant’s first pension payment; said periodmay be extended as provided in Sec. 7.2(b)(2).

 

(b)                                 An election under Sec. 7.1or Sec. 7.2 may be revoked in writing during the election period, and aftersuch revocation another written election may be made during the electionperiod.

 

(c)                                  All electionsand revocations shall be made on the appropriate form available from theCompany and shall be effective only upon completing, signing, and filing of theform with the Company during the election period.

 

(d)                                 A Participant’selection to waive the Qualified Joint and Survivor Annuity or QualifiedPreretirement Survivor Annuity shall not take effect unless all of thefollowing conditions are satisfied:

 

(1)           The Participant’sspouse consents in writing to the election.

 

(2)           If the electionpertains to a Qualified Joint and Survivor Annuity, the Participant’s electiondesignates a specific form of benefit payment (i.e., life annuity or anoptional form of settlement under Sec. 7.4) and a specific beneficiary orcontingent annuitant, if applicable in connection with such form of benefitpayment, which designations may not be changed without further spousal consent(unless the spouse’s initial consent expressly permits future designations bythe Participant without any further spousal consent.)

 

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(3)           The spouse’s consentacknowledges the effect of the Participant’s election.

 

(4)           The spouse’s consent iswitnessed by a Plan representative or notary public.

 

However, the aboverequirements will be deemed to be satisfied if it is established to the satisfactionof a Plan representative that the spouse’s consent may not be obtained becausethere is no spouse, because the spouse cannot be located, or because of suchother circumstances as the Secretary of the Treasury may by regulationsprescribe.  Any consent by a spouse, orestablishment that the consent of a spouse may not be obtained, shall beeffective only with respect to such spouse. A consent by a spouse is not revocable by that spouse.

 

**Sec.7.4  Optional Settlements.**  In lieu of the amount and form of pensionpayable under the preceding sections of this Article, a Participant withrespect to whom the Qualified Preretirement Survivor Annuity under Sec. 7.1 orthe Qualified Joint and Survivor Annuity under Sec. 7.2 is not payable may,under such rules and regulations as the Company may prescribe which are inaccord with the advice of the Actuary, elect to have a pension which is theActuarial Equivalent of his or her life-only pension payable under one of thefollowing options:

 

(a)                                  An option providinga reduced monthly pension payable to the Participant commencing on the samedate as that upon which payments would otherwise commence and terminating withthe last monthly payment before his death. If his or her death occurs on or after the due date of the first monthlypayment under the option and before 120 monthly payments have been made, suchbenefit shall be continued to his or her Beneficiary until a total of 120monthly payments have been made to the Participant and Beneficiary.

 

(b)                                 An optionproviding a reduced monthly pension payable to the Participant for his or herlifetime commencing on the same date as that upon which payments wouldotherwise commence, with provision for continuance upon his or her death ofmonthly payments of 100% of such reduced amount to his or her spouse for lifeif the spouse survives the Participant. (The “spouse” referred to in the preceding sentence is the spouse towhom the Participant was married on the date the Participant’s pensioncommenced.)

 

(c)                                  An option providinga reduced monthly pension payable to the Participant for his lifetimecommencing on the same date as that upon which payments would otherwisecommence, with provision for continuance upon the Participant’s death ofmonthly payments of 100%, 75% or 50% of such reduced amount, as he shall havedesignated, to the person designated by the Participant as joint annuitant, ifsuch joint annuitant survives the Participant, with such monthly payments tocontinue for the lifetime of the joint annuitant.  An election of this option shall beautomatically cancelled if either the person electing the option or the jointannuitant dies before the due date of the first monthly payment under theoption.

 

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Election of an option may be made at any time priorto commencement of pension payments.

 

**Sec.7.5  Other Death Benefits**.  Upon the death of a Participant, his or herBeneficiary shall be entitled to receive a single sum payment equal to theamount by which the total amount of benefit payments hereunder, if any,theretofore paid to the deceased (including payments to his or her spouse underSec. 7.1) is less than the sum of (i) the cash value as of the surrenderdate in 1962 of any contracts on his or her life originally purchased under theS&RIP and subsequently surrendered to the insurance carrier by the trusteesof said plan, with Accumulated Interest thereon, and (ii) thecontributions made by the Participant after 1961 (including any amount deemedto have been contributed pursuant to Sec. 6.7 of the Plan as in effect on December 31,1975) and prior to the cessation of contributions, with Accumulated Interest;subject to the following:

 

(a)                                  If a benefit ispayable with respect to the Participant pursuant to Sec. 7.2 or Sec. 7.4, thissection shall not be applicable and all death benefits, if any, shall bepayable under the terms of whichever of said sections is applicable.

 

(b)                                 If a benefit ispayable to the Participant’s spouse pursuant to Sec. 7.1, the benefit, if any,payable pursuant to this section shall be determined and paid after the deathof said spouse.

 

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**ARTICLEVIII**

 

**MISCELLANEOUSBENEFIT PROVISIONS**

 

**Sec.8.1  Commencement Date for PensionPayments.**  Pensionpayments under this Plan shall be subject to the following rules:

 

(a)                                  Pensionpayments shall commence at the earlier of the times specified in paragraph (1) or(2) as follows:

 

(1)           As soon asadministratively feasible after the date specified by the applicable Planprovision for the commencement of pension payments.

 

(2)           The 60th day after the closeof the Plan Year in which the Participant reaches age 65 or has a Terminationof Employment, whichever is later; provided, however, that if the amount of thepayment to be made cannot be determined by the later of said dates, a paymentretroactive to such date may be made no later than 60 days after the earliestdate on which the amount of such payment can be ascertained.

 

(b)                                 Pensionpayments must commence not later than April 1 following the later of:

 

(1)           The calendaryear in which the Participant attains age 701⁄2.

 

(2)           The calendar year in whichthe Participant has a Termination of Employment.

 

If a Participant’s pensioncommences after April 1 following the Plan Year he or she attains age 701⁄2,the monthly pension amount will be increased by an amount which is theActuarial Equivalent of the additional amount he or she would have received if (i) hisor her pension had commenced April 1 following the Plan Year he or sheattained age 701⁄2, and (ii) the monthly pension amount was adjusted each January 1thereafter to reflect additional benefit accruals.

 

(c)                                  However, if (i) theParticipant is a 5% owner as defined in Code § 416 or (ii) the Participantattained age 701⁄2 prior to January 1, 2000, his or her pension shallcommence not later than April 1 following the calendar year he or sheattains age 701⁄2, regardless of whether Termination of Employment has yetoccurred.  In such cases, the calculationof the initial pension amount shall be based on the assumption that Terminationof Employment occurred on December 31 of the Plan Year in which theParticipant attains age 701⁄2.  The amountof the monthly payments in each Plan Year following the Plan Year in which paymentscommence shall be adjusted to reflect any additional benefit accrued through December 31of the preceding Plan Year.

 

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**Sec.8.2  Payment of Small Amounts andCertain Consequences Thereof.**  If the Actuarial Equivalent present value ofan individual’s entire benefit is $5,000 or less ($3,500 or less forParticipants who had Terminations of Employment before January 1, 1998 andfor Participants at the Pepperell, Massachusetts and Memphis, Tennessee facilities,regardless of termination date), the benefit shall be paid in a single lump sumas soon as administratively feasible following the Participant’s Termination ofEmployment, subject to the following:

 

(a)                                  Serviceperformed by the Participant with respect to which a lump sum distribution ofhis or her entire accrued benefit was made shall be disregarded in determininghis or her Years of Credited Service under the Plan if the Participant isreemployed, provided such distribution was made not later than the close of thesecond Plan Year following the Plan Year in which his or her Termination ofEmployment occurred.

 

(b)                                 If therequirements of subsection (a) are not met, and the Participant is laterreemployed, his or her Accrued Monthly Pension upon termination of said periodof reemployment will be reduced by the amount of Accrued Monthly Pension thatwas cashed out under the foregoing provisions of this section.

 

(c)                                  If aParticipant dies under circumstances such that a death benefit is payable underthe Plan, the death benefit will be cashed out if the Actuarial Equivalentpresent value is $5,000 or less.

 

(d)                                 Certaindistributions pursuant to this section are subject to automatic rolloverpursuant to Sec. 8.15(d).

 

**Sec.8.3  No Other Benefits**.  No benefits other than those specificallyprovided for herein are to be provided under the Plan.

 

**Sec.8.4  Source of Benefits.**  All benefits to which persons become entitledhereunder shall be provided only out of the Fund and only to the extent thatthe Fund is adequate therefor.  Nobenefits are provided under the Plan except those expressly described herein.

 

**Sec.8.5  Incompetent Payee.**  If in the opinion of the Company a personentitled to payments hereunder is disabled from caring for his or her affairs becauseof mental condition, physical condition, or age, payment due such person may bemade to such person’s guardian, conservator, or other legal personalrepresentative upon furnishing the Company with evidence satisfactory to theCompany of such status.  Prior to thefurnishing of such evidence, the Company may cause payments due the personunder disability to be made, for such person’s use and benefit, to any personor institution then in the opinion of the Company caring for or maintaining theperson under disability.  The Companyshall have no liability with respect to payments so made.  The Company shall have no duty to makeinquiry as to the competence of any person entitled to receive paymentshereunder.

 

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**Sec.8.6  Assignment or Alienation ofBenefits.**  Except asotherwise expressly permitted by the Plan or required by law, the interests ofpersons entitled to benefits under the Plan may not in any manner whatsoever beassigned or alienated, whether voluntarily or involuntarily, or directly orindirectly, subject to the following:

 

(a)                                  Once aParticipant, beneficiary, or contingent annuitant begins receiving benefitsunder the Plan, he or she may assign or alienate the right to future benefitpayments provided that the assignments or alienations (i) are voluntaryand revocable, (ii) do not in the aggregate exceed 10% of any benefitpayment, and (iii) are neither for the purpose, nor have the effect ofdefraying plan administration costs.

 

(b)                                 An arrangementwhereby a Participant, beneficiary, or contingent annuitant directs the Plan topay all or any portion of a Plan benefit to a third party (including but notlimited to a Participating Employer) will not constitute an “assignment oralienation” for purposes of this section if (i) it is revocable at anytime by the Participant, beneficiary, or contingent annuitant, and (ii) thethird party files a written acknowledgement with the Company stating that thethird party has no enforceable right in, or to, any plan benefit payment orportion thereof (except to the extent of payments actually received pursuant tothe arrangement).  The writtenacknowledgement must be filed with the Company not later than 90 days after thearrangement is entered into.

 

(c)                                  The Plan shallcomply with the provisions of any court order which the Company determines is aqualified domestic relations order as defined in Code § 414(p).  Where payments are to be made under aqualified domestic relations order before payments commence to the Participant,the present value of the benefits actually accrued for the Participant shall bedetermined on an Actuarial Equivalent basis. All benefits otherwise payable under the Plan with respect to a Participantshall be adjusted to the extent necessary to comply with a qualified domesticrelations order.  The Company may deferpension payments subject to a domestic relations order pending determinationthat the order is qualified.

 

**Sec.8.7  Payment of Taxes.**  The Funding Agency may pay any estate,inheritance, income, or other tax, charge, or assessment attributable to anybenefit payable hereunder which in the Funding Agency’s opinion it shall be ormay be required to pay out of such benefit. The Funding Agency may require, before making any payment, such releaseor other document from any taxing authority and such indemnity from theintended payee as the Funding Agency shall deem necessary for its protection.

 

**Sec.8.8  Conditions Precedent**.  No person shall be entitled to a benefithereunder until his or her right thereto has finally been determined by theCompany or until he or she has submitted to the Company relevant datareasonably requested by the Company, including, but not limited to, proof ofbirth or death.

 

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**Sec.8.9  Company Directions to FundingAgency.**  The Companyshall issue such written directions to the Funding Agency as are necessary toaccomplish distributions to the Participants and Beneficiaries in accordancewith the provisions of the Plan.

 

**Sec. 8.10  Benefits Not Increased by Actuarial Gains.** Forfeituresarising from severance of employment, death, or for any other reason shall notbe applied to increase the benefits that any person would otherwise receiveunder the Plan.

 

**Sec.8.11  Pensions Not Decreased onAccount of Certain Social Security Increases.** Notwithstanding any provisions of the Plan tothe contrary, if a Participant has a Termination of Employment and does notsubsequently again become eligible to accrue benefits under the Plan, anypension to which he or his beneficiary is entitled under the Plan shall not bedecreased by reason of any post-Termination of Employment social securityincrease effective after his Termination of Employment.  If a Participant has a Termination of Employmentand subsequently again becomes eligible to accrue benefits under the Plan, nopost-Termination of Employment social security benefit increase effectivebefore he again becomes eligible to accrue benefits under the Plan shall beapplied to reduce his pension under the Plan to less than the pension to whichhe would have been entitled had he not again become eligible to accrue benefitsunder the Plan.  For purposes of thissection, “post-Termination of Employment social security benefit increase”means an increase in a benefit level or wage base under Title II of the SocialSecurity Act occurring after the later of (i) the Participant’sTermination of Employment or (ii) September 2, 1974.

 

**Sec.  8.12  MaximumLimitations on Benefits.**  Notwithstanding any provision of the Plan tothe contrary, a Participant’s benefit under the Plan shall not exceed themaximum amount permitted under Code § 415 and applicable regulations, all ofwhich are incorporated herein by this reference. For purposes of the precedingsentence:

 

(a)                                  A Participant’sannual pension for any Plan Year may not exceed the lesser of:

 

(1)                                  The amountpermitted by Code § 415(b)(1)(A), which is $195,000 for 2009 and is subject toa cost of living adjustment for years after 2009.

 

(2)                                  100% of the Participant’saverage Compensation for his high three consecutive years of employment.

 

(b)                                 If aParticipant’s benefit is paid in any form other than a straight life annuity ora qualified joint and survivor annuity (as defined in Code § 417(b)), suchbenefit shall be converted on an Actuarial Equivalent basis to a straight lifeannuity beginning at the same age for purposes of applying the limit in(a).  For this purpose, the ActuariallyEquivalent straight life annuity is whichever of the following amounts isgreater:

 

(1)                                  The annual amount of thestraight life annuity (if any) that could be paid to the Participant under thePlan commencing on the same annuity starting date as the Participant’s actualform of payment.

 

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(2)                                  The annual amount of thestraight life annuity commencing at the same annuity starting date that has thesame actuarial present value as the form of benefit actually payable to theParticipant, computed using these actuarial assumptions:

 

(A)                              Interest.  Use 5% annual interest.

 

(B)                                Mortality.  Use the “applicable mortality table”referenced in Code §417(e)(3)(B) as amended by the Pension Protection Actof 2006.

 

(c)                                  If aParticipant’s benefit commences before age 62, the limit in (a)(1) shallbe reduced so that it is the equivalent of a $195,000 annual benefit commencingat age 62.  (The $195,000 amount issubject to adjustment for years after 2009.) For this purpose, the reduced limit shall be whichever of the followingamounts is less:

 

(1)                                  Multiply limitby a fraction, numerator of which is the amount payable on the annuity startingdate, and the denominator of which is the amount which would be payable if theannuity starting date was delayed to the date the Participant attained age 62.  The numerator and denominator both aredetermined without regard to the limits under Code §415.

 

(2)                                  Reduce limit sothat it is the actuarial equivalent of a straight life annuity commencing atage 62 in an amount equal to the limit in (a)(1).  For this calculation, use a 5% annualinterest rate and the “applicable mortality table” referenced in Code §417(e)(3)(B) as amended by the Pension Protection Act of 2006.  Also, if the Participant’s Termination ofEmployment was a Vested Termination, an adjustment for the probability of deathprior to age 62 shall be applied. However, no adjustment for the probability of death prior to age 62 isrequired if the Participant’s Termination of Employment was an EarlyRetirement.

 

(d)                                 If aParticipant’s benefit commences after age 65, the limit in (a)(1) shall beincreased so that it is the actuarial equivalent of a $195,000 annual benefitcommencing at age 65.  (The $195,000amount is subject to adjustment for years after 2009.)  This increase will be calculated as providedin Treas. Reg. 1.415(b)-1(e).  Noadjustment will be made to reflect the probability of the Participant dyingafter age 65 but before benefit payments commence.

 

(e)                                  If aParticipant has less than ten years of participation in this Plan, the limit in(a)(1) shall be reduced by multiplying it by a fraction, the numerator ofwhich is the number of years (or part thereof) of participation (not to exceedten and not to be less than one) in this Plan and the denominator of which isten.

 

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(f)                                    If aParticipant has less than ten years of service with the Company and itsAffiliates, the limit in (a)(2) shall be reduced by multiplying it by afraction, the numerator of which is the number of years (or part thereof) ofservice (not to exceed ten and not to be less than one) and the denominator ofwhich is ten.

 

(g)                                 If aParticipant is or has been covered under more than one defined benefit planmaintained by a Participating Employer or an Affiliate, the sum of theParticipant’s annual benefits under all such plans may not exceed the maximumamount permitted under this section.  Tothe extent necessary to comply with such limit, the benefits under all suchplans shall be reduced on a pro rata basis.

 

(h)                                 Annualadjustments of the limit under (a)(1) will not apply with respect to aParticipant for Plan Years beginning after the Participant’s Termination ofEmployment or attainment of age 55, whichever is later.

 

(i)                                     For purposes ofthis section, “Compensation” means a Participant’s wages as defined forpurposes of federal income tax withholding, subject to the following:

 

(1)                                  Compensationmeans the gross amount before any reduction pursuant to Code §§ 125, 132(f)(4) or401(k).

 

(2)                                  Compensationexcludes amounts by which an employee’s pay is reduced pursuant to an unfundednon-qualified plan of deferred compensation. However, payments received pursuant to such a plan are Compensation inthe year such amounts are subject to federal income tax withholding.

 

(3)                                  Compensationincludes amounts realized from the exercise of non-qualified stock options, orthe value of restricted stock (including restricted stock units or property)held by the Participant when such amounts become subject to federal income taxwithholding.  Compensation also includesdividends or dividend equivalents that are paid on restricted stock orrestricted stock units, as applicable, that are reported as income on anemployee’s Form W-2.

 

(4)                                  Compensationrecognized for an employee for a Plan Year shall not exceed the amountpermitted by Code § 401(a)(17), which is $245,000 for 2009 and is subject to acost of living adjustment for years after 2009.

 

(5)                                  Severance payis not included in Compensation. However, payments representing a Participant’s regular pay, overtimepay, sick pay, shift differential and commissions earned while an employee andpaid by the later of 2 1⁄2 months after severance from employment or the end ofthe Plan Year that includes the date of severance from employment are includedin Compensation.

 

(j)                                     This Section shall beapplied in accordance with final regulations under Code 

 

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§415that were issued by the Department of Treasury and Internal Revenue Service on April 5,2007, which are hereby incorporated by reference.

 

**Sec.8.13  Distributions Made in Accordancewith Code § 401(a)(9) .**  Distributions hereunder shall be made inaccordance with the requirements of Code § 401(a)(9) and regulationsthereunder, including Treasury Regulation Section 1.401(a)(9)-1 through9.  Any provisions of the Plan that areinconsistent with Code § 401(a)(9) and the regulations thereunder shall bedeemed inoperative.

 

**Sec.8.14  Deemed Cash-Out Upon Terminationof Employment for Unvested Participants.**  A Participant who is zero percent vested andexperiences a Termination of Employment is deemed upon his or her Terminationof Employment to have received an immediate cash-out of his or her AccruedMonthly Pension under the Plan and to have forfeited the unvested portion ofhis or her Accrued Monthly Pension under the Plan.

 

**Sec.8.15  Rollovers and Transfers to OtherQualified Plans.** Notwithstanding any provision of the Plan to the contrary that wouldotherwise limit a distributee’s election under this section, a distributee mayelect, at the time and in the manner prescribed by the Company, to have anyportion of an eligible rollover distribution paid directly to an eligibleretirement plan specified by the distributee. The following definitions shall beused in administering the provisions of this section.

 

(a)                                  Eligiblerollover distribution:  Forpurposes of this section, an eligible rollover distribution is a distributionpaid in a single lump sum pursuant to Sec. 8.2 or any Appendix to the Plan.

 

(b)                                 Eligibleretirement plan:  An eligibleretirement plan is an individual retirement account described in Code § 408(a),an individual retirement annuity described in Code § 408(b), a qualified trustdescribed in Code §401(a), an annuity plan described in Code § 403(a), aneligible deferred compensation plan described in Code § 457(b) maintainedby a governmental entity which agrees to separately account for amountstransferred from this Plan, a tax sheltered annuity contract described in Code§ 403(b), or a Roth IRA described in Code §408A.

 

(c)                                  Distributee:  A distributee means a Participant, aParticipant’s surviving spouse, or a former spouse who is the alternate payeeunder a qualified domestic relations order, as defined in Code § 414(p).  A Beneficiary who is not the surviving spousealso is a distributee eligible to elect a direct rollover under this section,but such a rollover may only be made to the Beneficiary’s individual retirementaccount or individual retirement annuity, and not to any other type of Plan.

 

(d)                                 Automaticrollovers:  On or afterMarch 28, 2005, each lump sum distribution made to a Participant underSec. 8.2 which is in excess of $1,000 shall be automatically rolled over to anindividual retirement account selected by the Company unless the Participantdirects that the distribution be paid directly to the distributee or rolledover to another eligible retirement plan. Automatic rollovers 

 

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are subject to Code §401(a)(31) and any applicable Treasury Department or Labor Department guidanceinterpreting the automatic rollover requirements. However, the automaticrollover requirement does not apply to the following types of lump sumdistributions:

 

(a)                                  Death benefitsdistributed to a surviving spouse or other Beneficiary.

 

(b)           Distributions to a Participant who has attained NormalRetirement Age.

 

**Sec.8.16  Special Benefit Limitation.**  Notwithstanding any other provision of thePlan to the contrary, the payment of benefits under the conditions set forth inthis section shall be limited as follows:

 

(a)                                  Upontermination of the Plan, the benefit of any Participant who is either a “highlycompensated employee” or a “highly compensated former employee” shall belimited to a benefit that is nondiscriminatory under Code § 401(a)(4).

 

(b)                                 The annualbenefit payable under the Plan to any Participant described in subsection (c) ofthis section shall not exceed an amount equal to the payments which would bemade to him in that year under a straight life annuity that is the ActuarialEquivalent of the nonforfeitable benefit to which he is entitled under thePlan; provided that the restrictions set forth in this subsection (b) shallnot apply if:

 

(1)                                  after paymentto the Participant of his benefit under the Plan, the value of the Plan’sassets equals or exceeds 110% of the value of the Plan’s current liabilities;or

 

(2)                                  the value ofsuch Participant’s benefit under the Plan is less than 1% of the value of suchcurrent liabilities; or

 

(3)                                  the ActuarialEquivalent value of the Participant’s benefit is $5,000 or less.

 

(c)                                  The restrictionset forth in subsection (b) shall apply to benefits payable under the Planfor any Plan Year to any Participant who is either a “highly compensatedemployee” or “highly compensated former employee” with respect to such PlanYear; provided, that if the number of such highly compensated employees andhighly compensated former employees for any Plan Year exceeds 25, therestriction set forth in subsection (b) shall apply for the Plan Year onlyto the 25 such highly compensated employees and highly compensated formeremployees with the greatest Compensation (as defined in Sec. 8.12(i)) for thecurrent or any prior Plan Year.

 

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(d)                                 For purposes ofthis section, the terms “highly compensated employee” and “highly compensatedformer employee” shall have the meanings ascribed to such terms in Code §§414(q)(1) and 414(q)(6), respectively.

 

**Sec.8.17  Benefits of Reemployed Veterans. **Notwithstanding anyprovision of this Plan to the contrary, contributions, benefits and servicecredit with respect to Qualified Military Service will be provided inaccordance with Code § 414(u).  For thispurpose:

 

(a)                                  As provided byCode § 414(u), “Qualified Military Service” means service in the uniformedservices (as defined in Chapter 43 of Title 38, United States Code) by anindividual if he or she is qualified under such chapter to reemployment rightswith the Company or an Affliate following such military service.

 

(b)                                 “USERRA” meansthe Uniformed Services Employment and Reemployment Rights Act of 1994 asamended.

 

(c)                                  If anindividual returns to employment with the Company or an Affiliate following aperiod of Qualified Military Service under circumstances and that he or she hasreemployment rights under USERRA, and the individual reports for saidreemployment within the time frame required by USERRA, the following provisionsshall apply:

 

(1)                                  The QualifiedMilitary Service shall be recognized as Elapsed Time, Credited Service, Yearsof Eligibility Service, and Bemis Elapsed Time to the same extent as it wouldhave been if the employee had remained continuously employed with the Companyor an Affiliate rather than going in the military.

 

(2)                                  MonthlyEarnings shall be determined for the individual as of each January 1during the period of Qualified Military Service.  The amount of Monthly Earnings shall bedetermined by the Company consistent with the requirements of the USERRA, andshall reflect the Company’s best estimate of the earnings the individual wouldhave received but for the Qualified Military Service.

 

(3)                                  If theindividual received a lump sum cashout of the benefits accrued under the Planprior to the Qualified Military Service, he or she may repay said lump sum withinterest.  Interest for this purposeshall be calculated in accordance with any applicable regulations underUSERRA.  Any such repayment must be madewithin five years after the individual’s reemployment date.

 

(d)                                 If a Participantdies while performing Qualified Military Service (as defined in USERRA), theParticipant’s survivors shall receive the same benefits under the Plan as ifthe Participant died while employed by a Participating Employer.  This 

 

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rule does not, however, requiresurvivors to be provided with any additional benefit accruals relating to theperiod of Qualified Military Service.

 

(e)                                  Regardless of whether the individual returns to employment with a ParticipatingEmployer following the military service, any “differential pay” paid to theParticipant by a Participating Employer on or after January 1, 2009 willbe recognized by the Plan to the extent required by the Heroes EarningsAssistance and Tax Relief Act (“HEART Act”) of 2008.  This provision will be administered in a wayso that it does not result in reducing the individual’s Final Average Earnings.

 

(f)                                    The foregoingprovisions are intended to provide the benefits required by USERRA and theHEART Act, and are not intended to provide any other benefits.  This section shall be construed consistentlywith said intent.

 

**Sec. 8.18  RetroactiveAnnuity Starting Dates.**  A Participant may elect to have his or herpension begin as of a “retroactive annuity starting date”, subject to thefollowing:

 

(a)                                  “Retroactive annuitystarting date” means a date elected by a Participant which is prior to the datethe written explanation of qualified joint and survivor annuity required byCode § 417(a)(3) is provided to the Participant.

 

(b)                                 The retroactive annuitystarting date may be the first day of any month on or after the earliest datethe Participant was eligible to receive a pension.  However, if the pension is being paid underSec. 6.2 or 6.4 as of a date prior to the Participant’s Normal Retirement Date,the retroactive annuity starting date may not be earlier than the date theParticipant notified the Company that he or she would like the pension tocommence.  If the pension is being paid underSec. 6.3, the retroactive annuity starting date may not be earlier than 12months before the date the Participant establishes to the Company’ssatisfaction that the Participant is eligible for a Disability Retirement.

 

(c)                                  The monthly pension amountpayable under this section will be equal to the amount that would have beenpayable if the Participant’s pension had begun on the retroactive annuitystarting date.

 

(d)                                 A Participant who elects apension with a retroactive annuity starting date shall receive a makeup paymentreflecting any missed payments from the retroactive annuity starting datethrough the date the makeup payment is paid. The makeup payment shall include interest on each missed payment for theperiod beginning on the date the missed payment would have been paid if thepension had commenced on the retroactive annuity starting date and ending onthe date the makeup payment is paid. Interest shall be determined using the interest rate for lump sumspayable in the Plan Year the makeup payment is paid, as provided in Sec.4.12(c)(1).  For example, if a pensionhas a retroactive annuity starting date 

 

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ofMay 1, 2004 and the makeup payment is paid April 1, 2005, interest onthe missed payments will be at the 2005 rate (i.e., the October 200430-year Treasury rate).

 

(e)                                  If the Participant has aspouse on the date the first pension payment is actually paid, the Participant’selection is subject to the consent of said spouse.  However, said spouse’s consent is not requiredif the Participant elects to receive the retroactive pension as a QualifiedJoint and Survivor Annuity and the death benefit payable to said spouse is atleast equal to the death benefit the spouse would have received if the benefitcommenced on the date the first pension payment actually is paid and in theform of a Qualified Joint and 50% Survivor Annuity.

 

(f)                                    If theParticipant was married on the Retroactive Annuity Starting Date, but is nolonger married to that spouse on the date the first pension payment actually ispaid, the consent of the former spouse is not required except to the extentprovided in any applicable qualified domestic relations order.

 

**Sec. 8.19               LimitationsPursuant to Code §436****.**To the extentrequired by Code §436 and any applicable regulations or other guidance, thePlan is subject to the following limitations:

 

(a)                                  **Limitation on unpredictablecontingent event benefits.**  Any unpredictable contingent event benefitwill not be paid if the event occurs at a time when the Plan’s AFTAP is lessthan 60% (or would be less than 60% if the unpredictable contingent eventbenefit were taken into account). For this purpose, “unpredictable contingentevent benefit” means any benefit (or increase in benefits) that is contingenton a plant shutdown or similar event, or on a factor other than age, service,compensation, death or disability.

 

(b)                                 **Limitation on Plan amendments.**  No amendment that has the effect ofincreasing liabilities of the Plan will take effect at a time when the Plan’sAFTAP is less than 80% (or would be less than 80% if the amendment were takeninto account).  However, this restrictiondoes not apply to a benefit increase under a formula which is not based on aparticipant’s compensation, provided the rate of increase does not exceed thecontemporaneous rate of increase in wages of Participants covered by theamendment.

 

(c)                                  **Limitation on accelerated benefitpayments.**  Thefollowing limitations apply to amounts which are considered “prohibitedpayments” for purposes of Code §436(d):

 

(1)                                  If the Plan’s AFTAP is lessthan 60%, the Plan will not pay any prohibited payment with an annuity startingdate on or after the applicable Code §436 measurement date.

 

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(2)                                  The Plan will not pay anyprohibited payment with an annuity starting date while the Company is inbankruptcy, provided, however, that this restriction does not apply if the Plan’sActuary certifies that the Plan’s AFTAP is not less than 100%.

 

(3)                                  If the Plan’s AFTAP is 60%or more but less than 80%, prohibited payments will be restricted to the extentrequired by applicable regulations.

 

(4)                                  For purposes of thissubsection, an amount payable for a month is a “prohibited payment” to theextent it exceeds the sum of (i) the amount payable for that month under astraight life annuity with the same annuity starting date plus (ii) anysocial security supplement payable under the Plan for that month.  Purchase of an irrevocable annuity is also aprohibited payment, as is any other form of payment so identified in applicableguidance.  However, a lump sum paymentunder Sec. 8.2 is not a prohibited payment.

 

(d)                                 **Limitation on benefit accruals.**  If the Plan’s AFTAP is less than 60%, benefitaccruals under the Plan will cease until such time as the Plan’s AFTAP is atleast 60%.

 

(e)                                  **AFTAP.**  The Plans “AFTAP” is its Adjusted FundedTarget Attained Percentage as determined by the Plan Actuary in accordance withCode §436 and §430.

 

(f)                                    **Rules ofconstruction.**  Theforegoing provisions are intended to limit benefits to the extent required byCode §436 and are not intended to impose any other limitations.  This section shall be construed consistentlywith that intent.

 

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**ARTICLE IX**

 

**FUND**

 

**Sec. 9.1  Composition**.**** Allsums of money and all securities and other property received by the FundingAgency for purposes of the Plan, together with all investment made therewith,the proceeds thereof, and all earnings and accumulations thereon, and the partfrom time to time remaining shall constitute the “Fund”.  The Company may cause the Fund to be dividedinto any number of parts for investment purposes or any other purposesnecessary or advisable for the proper administration of the Plan.  If for any purpose it is necessary todetermine the value of an asset in the Fund for which fair market value is notavailable, the value of such asset shall be its fair value as determined ingood faith by the Company or other Named Fiduciary assigned such function, orif the asset is held in trust and the trust agreement so provides, asdetermined in good faith by the trustee.

 

**Sec. 9.2  FundingAgency.**  The Fund maybe held and invested as one fund or may be divided into any number of parts forinvestment purposes.  Each part of theFund, or the entire Fund if it is not divided into parts for investmentpurposes, shall be held and invested by one or more trustees or by an insurancecompany.  The trustee or trustees or theinsurance company so acting with respect to any part of the Fund is referred toherein as the Funding Agency with respect to such part of the Fund.  The selection and appointment of each FundingAgency shall be made by the Company.  TheCompany shall have the right at any time to remove a Funding Agency and appointa successor thereto, subject only to the terms of any applicable trustagreement or group annuity contract.  TheCompany shall have the right to determine the form and substance of each trustagreement and group annuity contract under which any part of the Fund is held,subject only to the requirement that they are not inconsistent with theprovisions of the Plan.  Any such trustagreement may contain provisions pursuant to which the trustee will makeinvestments on direction of a third party.

 

**Sec. 9.3  Compensationand Expenses of Funding Agency.** The Funding Agency shall beentitled to receive reasonable compensation for its services as may be agreedupon with the Company.  The FundingAgency shall also be entitled to reimbursement for all reasonable and necessarycosts, expenses, and disbursements incurred by it in the performance of itsservices.  Such compensation andreimbursements shall be paid from the Fund if not paid directly by theParticipating Employers in such proportions as the Company shall determine.

 

**Sec. 9.4  Securitiesand Property of Participating Employers.**  An agreement with a Funding Agency mayprovide that the Fund may be invested in qualifying employer securities orqualifying employer real property, as those terms are used in ERISA, and to theextent permitted by ERISA.  If qualifyingemployer securities or qualifying employer real property are purchased or soldas an investment of the Fund from or to a disqualified person or party ininterest, as those terms are used in ERISA, and if there is no generallyrecognized market for such securities or property, the purchase shall be fornot more than fair market value and the sale shall be for not less than fairmarket value, as determined in good faith by the Company or other NamedFiduciary assigned such function, or if such assets are held in trust and thetrust agreement so provides, as determined in good faith by the trustee.

 

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**Sec. 9.5  NoDiversion.**  The Fundshall be for the exclusive purpose of providing benefits to Participants andtheir beneficiaries and defraying reasonable expenses of administering thePlan.  Such expenses may include premiumsfor the bonding of Plan officials required by ERISA and may also includepremiums payable to the Pension Benefit Guaranty Corporation.  No part of the Fund may be used for, ordiverted to, purposes other than for the exclusive benefit of employees of theParticipating Employers or their beneficiaries. Notwithstanding the foregoing:

 

(a)                                  If anycontribution or portion thereof is made by a Participating Employer by amistake of fact, the Funding Agency shall, upon written request of the Company,return such contribution or portion thereof to the Participating Employerwithin one year after the payment of the contribution to the Funding Agency;however, earnings attributable to such contribution or portion thereof shallnot be returned to the Participating Employer but shall remain in the Fund, andthe amount returned to the Participating Employer shall be reduced by anylosses attributable to such contribution or portion thereof.

 

(b)                                 Contributionsby the Participating Employers are conditioned upon the deductibility of eachcontribution under Code § 404. To the extent the deduction is disallowed, theFunding Agency shall, upon written request of the Company, return suchcontribution to the Participating Employer within one year after thedisallowance of the deduction; however, earnings attributable to suchcontribution (or disallowed portion thereof) shall not be returned to theParticipating Employer but shall remain in the Fund, and the amount returned tothe Participating Employer shall be reduced by any losses attributable to suchcontribution (or disallowed portion thereof).

 

(c)                                  If, in the caseof termination of the Plan, any residual assets remain in the Fund after allliabilities of the Plan to Participants and their beneficiaries have beensatisfied, such residual assets shall be returned to the ParticipatingEmployers in such proportions as the Company may determine.

 

**Sec. 9.6  EmployerContributions.**  TheParticipating Employers shall make such contributions to the Fund from time totime as they consider advisable.

 

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**ARTICLE X**

 

**ACTUARY**

 

**Sec. 10.1  Appointment**.**** TheCompany shall appoint as Actuary hereunder an individual who is an enrolledactuary as defined in ERISA or a partnership, corporation, or otherorganization which has as a partner or employee thereof such an enrolledactuary.

 

**Sec. 10.2  Responsibilities.** The Actuary shall have theresponsibilities expressly allocated to it hereunder and shall have such otherresponsibilities with respect to the Plan as may be agreed upon by the Companyand the Actuary.

 

**Sec. 10.3  Compensation.**  The Actuary shall receive such reasonablecompensation for its services hereunder as may be agreed upon by the Companyand the Actuary.  To the extent not paidfrom the Fund, such compensation shall be paid by the Participating Employersin such proportions as the Company shall determine.

 

**Sec. 10.4  Resignation,Removal, and Successor.**  Any agreement between the Company and theActuary for services hereunder may be terminated by either party on 30 dayswritten notice to the other.  In theevent of a vacancy in the office of Actuary, the Company shall appoint asuccessor.

 

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**ARTICLE XI**

**ADMINISTRATION OF PLAN**

 

**Sec. 11.1  Administrationby Company.**  The Companyis the “administrator” of the Plan for purposes of ERISA.  Except as expressly otherwise providedherein, the Company shall control and manage the operation and administrationof the Plan and make all decisions and determinations incident thereto.  In carrying out its Plan responsibilities,the Company shall have discretionary authority to construe the terms of thePlan.  Except in cases where the Planexpressly provides to the contrary, action on behalf of the Company may betaken by any of the following:

 

(a)                                  The Board.

 

(b)                                 The chiefexecutive officer of the Company.

 

(c)                                  Any person orpersons, natural or otherwise, or committee, to whom responsibilities for theoperation and administration of the Plan are allocated by the Company, byresolution of the Board or by written instrument executed by the chiefexecutive officer of the Company and filed with its permanent records, butaction of such person or persons or committee shall be within the scope of saidallocation.

 

**Sec. 11.2  CertainFiduciary Provisions.** For purposes of the Plan:

 

(a)                                  Any person orgroup of persons may serve in more than one fiduciary capacity with respect tothe Plan.

 

(b)                                 A NamedFiduciary, or a fiduciary designated by a Named Fiduciary pursuant to theprovisions of the Plan, may employ one or more persons to render advice withregard to any responsibility such fiduciary has under the Plan.

 

(c)                                  To the extentpermitted by any applicable trust agreement or group annuity contract a NamedFiduciary with respect to control or management of the assets of the Plan mayappoint an investment manager or managers, as defined in ERISA, to manage(including the power to acquire and dispose of) any assets of the Plan.

 

(d)                                 At any timethat the Plan has more than one Named Fiduciary, if pursuant to the Planprovisions fiduciary responsibilities are not already allocated among suchNamed Fiduciaries, the Company, by action of the Board or chief executiveofficer, may provide for such allocation; except that such allocation shall notinclude any responsibility, if any, in a trust agreement to manage or controlthe assets of the Plan other than a power under the trust agreement to appointan investment manager as defined in ERISA.

 

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(e)                                  Unlessexpressly prohibited in the appointment of a Named Fiduciary which is not theCompany acting as provided in Sec. 11.1, such Named Fiduciary by writteninstrument may designate a person or persons other than such Named Fiduciary tocarry out any or all of the fiduciary responsibilities under the Plan of suchNamed Fiduciary; except that such designation shall not include anyresponsibility, if any, in a trust agreement to manage or control the assets ofthe Plan other than a power under the trust agreement to appoint an investmentmanager as defined in ERISA.

 

(f)                                    A person who isa fiduciary with respect to the Plan, including a Named Fiduciary, shall berecognized and treated as a fiduciary only with respect to the particularfiduciary functions as to which such person has responsibility.

 

EachNamed Fiduciary (other than the Company), each other fiduciary, each personemployed pursuant to subsection (b) above, and each investment managershall be entitled to receive reasonable compensation for services rendered, orfor the reimbursement of expenses properly and actually incurred in theperformance of their duties with the Plan and to payment therefor from the Fundif not paid directly by the Participating Employers in such proportions as theCompany shall determine.  However, noperson so serving who already receives full-time pay from a ParticipatingEmployer shall receive compensation from the Plan, except for reimbursement ofexpenses properly and actually incurred.

 

**Sec. 11.3  Evidence.**  Evidence required of anyone under this Planmay be by certificate, affidavit, document, or other instrument which theperson acting in reliance thereon considers to be pertinent and reliable and tobe signed, made, or presented by the proper party.

 

**Sec. 11.4  Correctionof Errors.**  It isrecognized that in the operation and administration of the Plan certainmathematical and accounting errors may be made or mistakes may arise by reasonof factual errors in information supplied to the Company or Funding Agency.  The Company shall have power to cause suchequitable adjustments to be made to correct for such errors as the Company inits discretion considers appropriate. Such adjustments shall be final and binding on all persons.

 

**Sec. 11.5  Records.** Each Participating Employer,each fiduciary with respect to the Plan, and each other person performing anyfunctions in the operation or administration of the Plan or the management orcontrol of the assets of the Plan shall keep such records as may be necessaryor appropriate in the discharge of their respective functions hereunder,including records required by ERISA or any other applicable law.  Records shall be retained as long asnecessary for the proper administration of the Plan and at least for any periodrequired by said Act or other applicable law.

 

**Sec. 11.6  ClaimsProcedure.**  The Companyshall establish a claims procedure consistent with the requirements ofERISA.  Such claims procedure shallprovide adequate notice in writing to any Participant or beneficiary whoseclaim for benefits under the Plan has been denied, setting forth the specificreasons for such denial, written in a manner calculated to be understood by theclaimant and shall afford a reasonable opportunity to a claimant whose claimfor benefits has been denied for a full and fair review by the appropriateNamed Fiduciary of the

 

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decisiondenying the claim.  No person claiming abenefit under the Plan may initiate a civil action regarding the claim untilall steps under the claims procedure (including appeals) have been completed.

 

**Sec. 11.7  Bonding.**  Plan personnel shall be bonded to the extentrequired by ERISA.  Premiums for suchbonding may, in the sole discretion of the Company, be paid in whole or in partfrom the Fund.  Such premiums may also bepaid in whole or in part by the Participating Employers in such proportions asthe Company shall determine.  The Companymay provide by agreement with any person that the premium for required bondingshall be paid by such person.

 

**Sec. 11.8  Waiverof Notice.**  Any noticerequired hereunder may be waived by the person entitled thereto.

 

**Sec. 11.9  AgentFor Legal Process.**  TheCompany shall be the agent for service of legal process with respect to anymatter concerning the Plan, unless and until the Company designates some otherperson as such agent.

 

**Sec. 11.10  Indemnification**.  In addition to any other applicableprovisions for indemnification, the Participating Employers jointly andseverally agree to indemnify and hold harmless, to the extent permitted by law,each director, each officer, and each employee (collectively referred to as the“Indemnitee”) of the Participating Employers against any and all liabilities,losses, costs, or expenses (including legal fees) of whatsoever kind and naturewhich may be imposed on, incurred by, or asserted against such person at anytime by reason of such person’s services as a fiduciary in connection with thePlan, but only if such person did not act dishonestly, or in bad faith, or in willfulviolation of the law or regulations under which such liability, loss, cost, orexpense arises.  The Company shall havethe right, but not the obligation, to select counsel and control the defenseand settlement of any action against the Indemnitee for which the Indemniteemay be entitled to indemnification.

 

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**ARTICLE XII**

 

**AMENDMENT, TERMINATION, MERGER**

 

**Sec. 12.1  Amendment.** Subject to the non-diversionprovisions of Sec. 9.5, the Company, by action of the Board, or by action of aperson or committee so authorized by resolution of the Board, may amend thePlan at any time and from time to time. No amendment of the Plan shall have the effect of changing the rights,duties, and liabilities of any Funding Agency without its written consent.  The Company agrees that promptly upon theadoption of any amendment to the Plan it will furnish a copy of the amendmenttogether with a certificate evidencing its adoption to each Funding Agency thenacting.

 

**Sec. 12.2               Reorganizationof Participating Employers.**  If two or more Participating Employers areconsolidated or merged or if one or more Participating Employers acquire theassets of another Participating Employer, the Plan shall be deemed to havecontinued, without termination and without a complete discontinuance ofcontributions, as to all the Participating Employers involved in suchreorganization and their employees.  Insuch event, in administering the Plan, the corporation resulting from theconsolidation, the surviving corporation in the merger, or the employeracquiring the assets shall be considered as a continuation of all of theParticipating Employers involved in the reorganization.

 

**Sec. 12.3               Termination.**  The Plan may be terminated bythe Company, by action of the Board.  Anysuch termination shall be made in compliance with all applicable provisions ofERISA.  The Plan may also be terminatedby action of the Pension Benefit Guaranty Corporation pursuant to theprovisions of ERISA.  Upon termination ofthe Plan, the following shall be applicable:

 

(a)                                  No furtherbenefits shall accrue, and the rights of each employee to benefits accrued tothe date of such termination, to the extent then funded, shall benonforfeitable; provided, however, that the sole recourse for satisfaction ofsuch rights shall be to the Fund and, where applicable, to the Pension BenefitGuaranty Corporation.

 

(b)                                 The FundingAgency shall receive for the Fund any amount recovered under § 4045 of ERISA.

 

(c)                                  The FundingAgency shall deduct from the Fund its compensation, expenses properlychargeable thereto, and any and all taxes that may be imposed upon the Fund byvirtue of the Plan termination or otherwise; provided, however, that theFunding Agency may accept such reasonable indemnity therefor from theParticipating Employers as the Funding Agency shall specify.

 

(d)                                 If adequate theFund shall then be applied to provide, in accordance with the provisions of thePlan as in effect at the time of such termination, all benefits accrued to thedate of such termination whether vested or not.

 

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(e)                                  If the Fund isnot adequate to provide all benefits accrued to the date of termination, theassets of the Fund shall be allocated to provide benefits in the followingorder of priority subject to any applicable regulations promulgated by thePension Benefit Guaranty Corporation or the Secretary of the Treasury:

 

(1)                                  To provide thatportion of each individual’s accrued benefit that is derived from theParticipant’s contributions to the Fund, if any.

 

(2)                                  In the case ofbenefits payable as an annuity:

 

(A)                              In the case ofthe benefit of a Participant or beneficiary which was in pay status as of thebeginning of the 3-year period ending on the termination date of the Plan, toprovide each such benefit, based on the provisions of the Plan (as in effectduring the 5-year period ending on such date) under which such benefit would bethe least.  The lowest benefit in paystatus during the 3-year period shall be considered the benefit in pay statusfor such period.

 

(B)                                In the case ofthe benefit of a Participant or beneficiary (other than a benefit described insubparagraph (A) above) which would have been in pay status as of thebeginning of the 3-year period ending on the termination date of the Plan ifthe Participant had retired prior to the beginning of the 3-year period and ifhis benefits had commenced as a life only annuity as of the beginning of suchperiod, to provide each such benefit based on the provisions of the Plan (as ineffect during the 5-year period ending on such date) under which such benefitwould be the least.

 

(3)                                  To provide allother benefits, if any, of individuals under the Plan guaranteed under ERISA(determined without regard to ERISA § 4022(b)(5)), and the additional benefits,if any, which would be so provided if ERISA § 4022(b)(6) did notapply.  In determining such benefits,ERISA § 4021 shall be applied without regard to subsection (c) thereof.

 

(4)                                  To provide allother nonforfeitable benefits under the Plan. If the assets available are not sufficient to satisfy in full suchbenefits:

 

(A)                              The assetsshall be allocated to provide individuals with such benefits accrued under thePlan as in effect at the beginning of the 5-year period ending on the date ofPlan termination.

 

(B)                                If the assetsavailable for allocation under subparagraph (A) above are sufficient tosatisfy in full the benefits described therein (without regard to thissubparagraph (B)), then for purposes of subparagraph (A), benefits ofindividuals thereunder shall be 

 

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determined on the basis of the Plan as amended by the most recent Planamendment effective during such 5-year period under which the assets availablefor allocation are sufficient to satisfy in full the benefits of suchindividuals, and any assets remaining to be allocated shall be allocated on thebasis of the Plan as amended by the next succeeding Plan amendment effectiveduring such period.

 

(5)                                  To provide allother accrued benefits under the Plan.

 

Theamount allocated under any of paragraphs (1) through (5) above withrespect to any benefit shall be properly adjusted for any allocation of assetswith respect to that benefit under any of the preceding of saidparagraphs.  Except as otherwise providedin paragraph (4) above, if the assets available for allocation under anyof said paragraphs are insufficient to satisfy in full the benefits to beprovided individuals under such paragraph, the assets shall be allocated prorata among such individuals on the basis of the present value, as of thetermination date of the plan, of their respective benefits described in suchparagraph.  If the Secretary of the Treasurydetermines that the allocation made pursuant to this subsection results indiscrimination prohibited by Code § 401(a)(4) then, if required to preventthe disqualification of the Plan, the assets shall be reallocated to the extentnecessary to avoid such discrimination but only to the extent permitted byERISA.

 

(f)                                    If allliabilities of the Plan to Participants and their beneficiaries have beensatisfied, any residual assets of the Plan shall be returned to theParticipating Employers if such distribution does not contravene any provisionof law; provided, however, that if any asset of the Plan attributable toemployee contributions should remain after all liabilities of the Plan toParticipants and their beneficiaries have been satisfied, such assets shall beequitably distributed to the employees who made such contributions (or theirbeneficiaries) in accordance with their rate of contributions.

 

(g)                                 If theActuarial Equivalent present value of an individual’s entire benefit is $5,000or less, the benefit shall be paid in a single sum promptly after terminationof the Plan; provided, however, that payment may be deferred as provided inSec. 12.6.  In all other cases, benefitsfollowing termination of the Plan shall be provided through purchase of an annuitycontract from an insurance company offering the same settlement options andpayment terms as are provided under the Plan.

 

(h)                                 In the event ofthe termination of the Plan, all Plan provisions and any agreements withFunding Agencies relating to the Plan shall continue to have effect for thepurpose of completing distributions in accordance with this section.

 

**Sec. 12.4  PartialTermination.**  If there isa partial termination of the Plan, either by operation of law, by amendment ofthe Plan, or for any other reason, which partial termination shall be confirmedby the Company, the right to benefits of each Participant with respect to

 

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whomthe Plan is partially terminated, to the extent then funded, shall be fullyvested and nonforfeitable.

 

**Sec. 12.5  Merger,Consolidation, or Transfer of Plan Assets.** In the case of any merger or consolidation ofthe Plan with any other plan, or in the case of the transfer of assets orliabilities of the Plan to any other plan, provision shall be made so that eachParticipant and beneficiary would (if such other plan then terminated) receivea benefit immediately after the merger, consolidation, or transfer which isequal to or greater than the benefit he would have been entitled to receiveimmediately before the merger, consolidation, or transfer (if the Plan had thenterminated).  No such merger,consolidation, or transfer shall be effected until such statements with respectthereto, if any, required by ERISA to be filed in advance thereof have beenfiled.

 

**Sec. 12.6  Deferralof Distributions.**  Notwithstanding any provisions of the Plan tothe contrary, in the case of a complete or partial termination of the Plan, theCompany or the Funding Agency may (but is not required to) defer anydistribution of benefit payments to Participants and beneficiaries with respectto which such termination applies until after the following have occurred:

 

(a)                                  Receipt of afinal determination from the Treasury Department or any court of competentjurisdiction regarding the effect of such termination on the qualified statusof the Plan under Code § 401(a).

 

(b)                                 Appropriateadjustment of the Fund to reflect taxes, costs, and expenses, if any, incidentto such termination.

 

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**ARTICLE XIII**

 

**MISCELLANEOUSPROVISIONS**

 

**Sec.13.1  Headings.**  Headings at the beginning of articles andsections hereof are for convenience of reference, shall not be considered apart of the text of the Plan, and shall not influence its construction.

 

**Sec.13.2  Capitalized Definitions.**  Capitalized terms used in the Plan shall havetheir meaning as defined in the Plan unless the context clearly indicates tothe contrary.

 

**Sec.13.3  Gender.**  Any references to the masculine genderinclude the feminine and vice versa.

 

**Sec.13.4  Use of Compounds of Word “Here”.**  Use of the words “hereof”, “here”, “hereunder”,or similar compounds of the word “here” shall mean and refer to the entire Planunless the context clearly indicates to the contrary.

 

**Sec.13.5  Construed as a Whole.**  The provisions of the Plan shall be construedas a whole in such manner as to carry out the provisions thereof and shall notbe construed separately without relation to the context.

 

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**ARTICLE XIV**

 

**TOP-HEAVYPLAN PROVISIONS**

 

**Sec.14.1  Key Employee Defined**.  “Key Employee” means any employee or formeremployee (including any deceased employee) who at any time during the Plan Yearthat includes the determination date was an officer of the Company or anAffiliate having annual Compensation greater than $160,000 (as adjusted underCode § 416(i)(1) for Plan Years after 2009), a five-percent owner of theCompany or of an Affiliate, or a one-percent owner of the Company having annualCompensation of more than $150,000.  “Compensation”for this purpose is as defined in Sec. 8.12(i). The determination of who is a key employee will be made in accordancewith Code § 416(i)(1) and the applicable regulations and other guidance ofgeneral applicability issued thereunder.

 

**Sec.14.2  Determination of Top-HeavyStatus.**  Thetop-heavy status of the Plan shall be determined according to the followingstandards and definitions:

 

(a)                                  The Plan is aTop-Heavy Plan for a Plan Year if either of the following applies:

 

(1)                                  If this Plan isnot part of a required aggregation group and the top-heavy ratio for this Planexceeds 60 percent.

 

(2)                                  If this Plan ispart of a required aggregation group of plans and the top-heavy ratio for thegroup of plans exceeds 60 percent.

 

Notwithstanding paragraphs (1) and(2) above, the Plan is not a Top-Heavy Plan with respect to a Plan Year ifit is part of a permissive aggregation group of plans for which the top-heavyratio does not exceed 60 percent.

 

(b)                                 The “top-heavyratio” shall be determined as follows:

 

(1)                                  If the ratio isbeing determined only for this Plan or if the aggregation group only includesdefined benefit pension plans, the top-heavy ratio is a fraction, the numeratorof which is the sum of the present values of the accrued benefits of all KeyEmployees under the Plan or plans as of the determination date (including anypart of any accrued benefit distributed in the one-year period ending on thedetermination date), and the denominator of which is the sum of the presentvalue of all accrued benefits (including any part of any accrued benefitdistributed in the one-year period ending on the determination date) of allemployees under the Plan or plans as of the determination date.  (The “plans” referred to in the precedingsentence are the plans in the required or permissive aggregation group.)

 

(2)                                  If thedetermination is being made for a required or permissive aggregation groupwhich includes one or more defined contribution plans, 

 

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the top-heavy ratio is afraction, the numerator of which is the sum of account balances of all KeyEmployees under the defined contribution plans and the present value of accruedbenefits under the defined benefit plans for all Key Employees as of thedetermination date (including any part of any account balance or accruedbenefit distributed in the one-year period ending on the determination date),and the denominator of which is the sum of the account balances under thedefined contribution plans for all employees and the present value of accruedbenefits under the defined benefit plans for all employees as of thedetermination date (including any part of any account balance or accruedbenefit distributed in the one-year period ending on the determinationdate).  (The “plans” referred to in thepreceding sentence are the plans in the required or permissive aggregationgroup.) Both the numerator and denominator of the top-heavy ratio shall beadjusted to reflect any contribution due but unpaid as of the determinationdate.

 

(3)                                  In the case ofany distribution made for a reason other than severance from employment, deathor disability, paragraphs (1) and (2) shall be applied bysubstituting “five-year period” for “one-year period”.

 

(4)                                  For purposes ofparagraphs (1) and (2), the value of account balances and the presentvalue of accrued benefits will be determined as of the most recent valuationdate that falls within the 12-month period ending on the determinationdate.  The calculation of the top-heavyratio and the extent to which distributions, rollovers, and transfers are takeninto account will be made in accordance with Code § 416 and the regulationsthereunder.  When aggregating plans, thevalue of account balances and accrued benefits will be calculated withreference to the determination dates that fall within the same calendar year.

 

(c)                                  “Requiredaggregation group” means (i) each qualified plan of the employer in whichat least one Key Employee participates, and (ii) any other qualified planof the Employer that enables a plan described in (i) to meet therequirements of Code §§ 401(a)(4) and 410.

 

(d)                                 “Permissiveaggregation group” means the required aggregation group of plans plus any otherplan or plans of the employer which, when consolidated as a group with therequired aggregation group, would continue to satisfy the requirements of Code§§ 401(a)(4) and 410.

 

(e)                                  “Determinationdate” for any Plan Year means the last day of the preceding Plan Year.

 

(f)                                    The “valuationdate” is the last day of each Plan Year and is the date as of which accountbalances or accrued benefits are valued for purposes of calculating thetop-heavy ratio.

 

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(g)                                 If anindividual has not performed services for the employer during the one-yearperiod ending on the determination date with respect to a Plan Year, anyaccount balance or accrued benefit for such individual shall not be taken intoaccount for such Plan Year.

 

**Sec.14.3  Minimum Accrued Benefit.**  If the Plan is a Top-Heavy Plan,notwithstanding any other provisions of this Plan, each Participant who is nota Key Employee shall have a minimum accrued benefit (to be provided by employercontributions and expressed as a single life annuity, with no ancillarybenefits, commencing at age 65) equal to the applicable percentage of theParticipant’s average monthly compensation for years in the testing period.

 

(a)                                  For purposes ofthis section:

 

(1)                                  The “applicablepercentage” is the lesser of 2 percent multiplied by the Participant’s numberof years of service with the employer, or 20 percent. For purposes of thisparagraph (1), a Participant has a year of service for each Plan Year in whichhe completes 1000 Hours of Service; provided, however, that the following yearsshall not be taken into account:

 

(A)                              Plan Yearscommencing before January 1, 1984.

 

(B)                                Plan Years inwhich the Plan is not a Top-Heavy Plan.

 

(C)                                Plan Years inwhich the Participant is a Key Employee.

 

(D)                               Plan Years thatend before the Participant attains age 18.

 

(E)                                 Plan Yearsduring which the employer did not maintain the Plan or a predecessor plan.

 

(2)                                  “Compensation”is defined in Sec. 8.12(i).

 

(3)                                  “Hour ofService” is defined in Sec. 6.7(f).

 

(4)                                  A Participant’s“testing period” comprises the five consecutive Plan Years during which theParticipant had the greatest aggregate compensation from the employer, subjectto the following:

 

(A)                              The Plan Yearstaken into account for purposes of this paragraph shall be adjusted for yearsnot included in years of service for purposes of paragraph (1) above, asprovided in Code § 416(c)(1)(D)(ii).

 

(B)                                Any Plan Yearcommencing after the last Plan Year in which the Plan was a Top-Heavy Planshall be disregarded for purposes of 

 

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thisparagraph if by disregarding such Plan Year the Participant’s average monthlycompensation for years in the testing period will be reduced.

 

(b)                                 If aParticipant becomes entitled to a benefit under the Plan, and (i) if theform of the benefit is other than a single life annuity and/or (ii) if thebenefit commences at an age other than age 65, the benefit payable to theParticipant must be at least the Actuarial Equivalent of the minimum singlelife annuity benefit commencing at age 65.

 

(c)                                  A Participant’sminimum accrued benefit required under this section, to the extent required tobe nonforfeitable under Sec. 14.4, shall not be subject to suspension ofpayment under Sec. 6.7(a)(2).

 

(d)                                 This sectionshall not apply to any Participant who is covered under any other definedbenefit plan of the employer to the extent the minimum benefit requirementotherwise applicable under this Plan will be satisfied by such other plan.

 

**Sec.14.4  Vesting Schedule.**  If a Participant’s Termination of Employmentoccurs under such circumstances that he is not entitled to a benefit underSections 6.1-6.4, and if he was an Active Participant during a Plan Year forwhich the Plan was a Top-Heavy Plan, he shall be entitled to a benefit underthis section.  Except as modified by thissection, such benefit shall be payable under the terms and conditions thatwould be applicable to a Vested Termination benefit under Sec. 6.4.

 

(a)                                  The monthlyamount of the benefit under this section shall be an amount equal to theParticipant’s Accrued Monthly Pension multiplied by the vested percentagedetermined according to the number of his years of Elapsed Time, as follows:

 
| **Years of Elapsed Time** | ** ** | **Vested Percentage** | ** ** |
|---------------------------|------------|-----------------------|------------|
|                      |       |                  |       |
| Less  than 2              |       | 0                     | %          |
| 2  but less than 3        |       | 20                    | %          |
| 3  but less than 4        |       | 40                    | %          |
| 4  but less than 5        |       | 60                    | %          |
| 5  or more                |       | 100                   | %          |

 

(b)                                 This sectionshall not apply to a Participant who has no Elapsed Time after the Plan becomesa Top-Heavy Plan.

 

(c)                                  If the Planceases to be a Top-Heavy Plan and continues to be a non-Top-Heavy Plan untilthe Participant’s Termination of Employment, the benefit to which theParticipant is entitled under this section shall not exceed the benefit towhich he would have been entitled if his Termination of Employment had occurredon the date of such cessation. However, the preceding sentence shall not applyto any 

 

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Participant who hascompleted three years of Elapsed Time by the end of the last Plan Year forwhich the Plan was a Top-Heavy Plan.

 

**Sec.14.5  Definition of Employer.**  For purposes of this Article XIV, theterm “employer” means the Company and any trade or business entity under CommonControl with the Company.

 

**Sec.14.6  Exception For CollectiveBargaining Unit.** Sections 14.3 and 14.4 shall not apply with respectto any employee included in a unit of employees covered by an agreement whichthe Secretary of Labor finds to be a collective bargaining agreement betweenemployee representatives and one or more employers if there is evidence thatretirement benefits were the subject of good faith bargaining between suchemployee representative and such employer or employers.

 

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**Schedule A**

 

**BEMISRETIREMENT PLAN**

 

Locations Where Hourly PaidEmployees Are

Qualified Employees (PlanSec. 2.37(a)(2))

 

1.                                       Effective as ofJanuary 20, 1994:

 

(a)                                  PerfecsealOshkosh, Wisconsin.

 

2.                                       Effective as ofJanuary 1, 1997:

 

(a)                                  CurwoodFremont, Ohio.

 

(b)                                 CurwoodBemistape Oshkosh, Wisconsin.

 

(c)                                  Curwood WeldonOshkosh, Wisconsin.

 

(d)                                 MilprintLancaster, Wisconsin.

 

(e)                                  MilprintLebanon, Pennsylvania.

 

(f)                                    MACtacScranton, Pennsylvania.

 

(g)                                 Nellis, Nevada.

 

(h)                                 MACtac KansasCity.

 

(i)                                     Bemis Hazleton,Pennsylvania (non-bargaining unit employees only).

 

(j)                                     MACtac Stow(non-bargaining unit employees only).

 

3.                                       Effective as ofJanuary 1, 1998:

 

(a)                                  MilprintOshkosh North, Wisconsin (formerly Banner Packaging).

 

(b)                                 MilprintShelbyville, Tennessee (formerly Bemis Custom Products and Paramount Tennessee).

 

4.                                       Effective as ofJanuary 1, 1999:

 

(a)                                  MilprintLongview, Texas (formerly Bemis Custom Products and Paramount Texas).

 

(b)                                 MorganAdhesives Company — Columbus, Indiana

 

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5.                                       Effective as ofJanuary 1, 2000:

 

(a)                                  Curwood NewLondon, Wisconsin (non-bargaining unit employees only).

 

(c)                                  Terre Haute,Indiana (non-bargaining unit employees only).

 

6.                                       Effective as ofSeptember 1, 2000:

 

(a)                                  Curwood ShrinkPackaging, Centerville, Iowa.

 

(b)                                 Curwood Shrink Packaging,Paul’s Valley, Oklahoma.

 

7.                                       Effective as ofJanuary 1, 2001:

 

(a)                                  Bemis SpecialtyFilms — Oshkosh, Wisconsin

 

(b)                                 Bemis ConverterFilms — Oshkosh, Wisconsin

 

(c)                                  Milprint SouthOshkosh (formerly Curwood Snack Films) — Oshkosh, Wisconsin

 

8.                                       Effective as ofSeptember 8, 2001:

 

(a)                                  CurwoodAppleton, Wisconsin

 

(b)                                 Curwood Neenah,Wisconsin

 

9.                                       Effective as ofJuly 30, 2002:  Bemis Clysar, Inc.

 

10.                                 Effective as ofdate employer became a Participating Employer:

 

(a)                                  MorganAdhesives Company — Lawrenceville, Georgia.

 

Note:                   An hourly paidemployee at a location listed in “1” through “9” above is not a QualifiedEmployee with regard to service prior to the effective date shown for thatlocation.  Hourly paid employees atLawrenceville Georgia are eligible to be Qualified Employees retroactive to thedate Morgan Adhesives Company became a Participating Employer.

 

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**Appendix A**

 

**BEMISRETIREMENT PLAN**

 

Modifications Applicable toCertain

Employees and FormerEmployees of

Hayssen ManufacturingCompany

 

Prior to April 1, 1980, HayssenManufacturing Company (“Hayssen”) maintained the Hayssen Retirement Plan as aseparate plan for the benefit of its eligible employees.  Effective as of April 1, 1980, theHayssen Retirement Plan was merged with and into the Bemis RetirementPlan.  The following modifications of theBemis Retirement Plan are applicable in determining benefits payable withrespect to persons who were participants in the Hayssen Retirement Plan and whoterminated employment on or after January 1, 1989. Such persons arehereafter referred to as “Hayssen Plan Participants”.  This Appendix is also applicable in determiningthe pension payable to any person who was a salaried employee of Hayssen andwho transferred to a position as a salaried employee of Bemis Company, Inc.prior to July 1, 1976, and such a person is considered to be a “HayssenPlan Participant”, provided he is a Qualified Employee on January 1, 1980and has a Termination of Employment on or after January 1, 1989.

 

1.

 

Hayssen is a ParticipatingEmployer effective as of April 1, 1980.

 

2.

 

A Hayssen Plan Participant shall be deemed tohave been a Qualified Employee during his employment with Hayssen prior to April 1,1980, subject to the provisions of Sec. 2.37 other than Sec. 2.37(a). However,in the case of any person who became a participant in the Hayssen RetirementPlan on or before January 1, 1980, service with Hayssen prior to January 1,1980 in capacities other than as an employee compensated in whole or in part ona regular stated salary basis or employed in an office clerical or supervisoryposition shall not be excluded from service as a Qualified Employee, except tothe extent provided in Sec. 2.37(c).

 

3.

 

A Hayssen Plan Participant’syears of Elapsed Time shall be determined under Sec. 3.4; subject to thefollowing:

 

(a)                                  A Hayssen PlanParticipant shall not have fewer years of Elapsed Time for service prior to January 1,1981 than his years of vesting service for such service 

 

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asdefined in Section 1.01(z) of the Hayssen Retirement Plan as ineffect prior to the Merger Date.

 

(b)                                 If a HayssenPlan Participant either (i) has an Employment Commencement Date which isprior to January 1, 1976 or (ii) has, on January 1, 1981, atleast five years of vesting service as defined in Section 1.01(z) ofthe Hayssen Retirement Plan, his years of Elapsed Time shall not be less thanthe years of vesting service he would have had under Section 1.01(z) ofthe Hayssen Retirement Plan if said plan had remained in effect until hisTermination of Employment.

 

4.

 

For purposes of determining his CreditedService under Sec. 3.5, a Hayssen Plan Participant’s Credited Service withrespect to service as an employee of Hayssen prior to January 1, 1976shall be equal to his Credited Service prior to January 1, 1976 asdetermined under the Hayssen Retirement Plan as in effect on June 30,1976; provided, however, that all service as a Qualified Employee as defined in‘2’ of this Appendix shall be recognized in computing said benefit if he becamea participant in the Hayssen Retirement Plan on or before January 1, 1980. However, in the case of any personreferred to in the last sentence of the preamble to this Appendix, his CreditedService prior to January 1, 1976 shall be equal to the Credited Service hewould have had under the Bemis Retirement Plan if Hayssen had been aParticipating Employer on and after the person’s Employment Commencement Date.

 

5.

 

Each Hayssen Plan Participant shall be aParticipant in the Plan as of April 1, 1980.

 

6.

 

The following sentencesshall be added at the end of Sec. 6.5:

 

In the case of any personwho became a participant in the Hayssen Retirement Plan prior to January 1,1980 and who was formerly a Participant in the Hayssen Manufacturing CompanyRetirement Plan for Production, Maintenance and Nonsupervisory EngineeringEmployees, said reduction of his monthly benefit shall be based on the amount(expressed on a comparable basis that is an Actuarial Equivalent) he would havebeen eligible to receive under said plan. Said amount shall be the monthly benefit payable under said plan plus anyadditional benefit attributable to his account balance under HayssenManufacturing Company Employees’ Trust Number 2.

 

7.

 

7.1  Prior Service Benefit Described.  Prior to establishment of the HayssenRetirement Plan, Hayssen maintained a profit sharing plan for the benefit ofcertain employees.  That plan was namedHayssen Manufacturing Company Employees’ Trust Number 1 (“Trust

 

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Number 1”). Hayssen discontinued contributions toTrust Number 1 for calendar years 1972 and following.  Amounts held in Trust Number 1 for thebenefit of persons who became participants in the Hayssen Retirement Plan, tothe extent such amounts were attributable to employer contributions, weretransferred to the Hayssen Retirement Plan as of December 31, 1972.Certain benefits under the Hayssen Retirement Plan were based on the amounts sotransferred plus interest.

 

7.2  Definition of Prior Service Benefit.  A Hayssen Plan Participant’s “Prior ServiceBenefit” is the value of his individual account in Trust Number 1 determined asof December 31, 1972 plus accumulated interest thereon, determined asfollows:

 

(a)                                  For the periodfrom December 31, 1972 though December 31, 1984, accumulated interestshall be computed at the annual rate of 5%, compounded annually.

 

(b)                                 For the periodcommencing January 1, 1985, accumulated interest shall be compoundedannually, as of each December 31, with interest for a particular Plan Yearto be credited at the same annual rate as was used as the interest rate in theactuarial valuation of the Plan for the actuarial valuation date occurringwithin that Plan Year.  However, nointerest will be credited for periods after the Participant’s death or the dateas of which his pension commences, whichever first occurs.  For the year in which an event referred to inthe preceding sentence occurs, interest on the Participant’s Prior ServiceBenefit will be credited up to said event based on the interest rate used atthe end of the preceding Plan Year for the year end adjustment of Prior ServiceBenefits.

 

7.3  Election to Receive Prior Service Benefit.  Upon Termination of Employment, any HayssenPlan Participant may elect to receive his Prior Service Benefit.  A Hayssen Plan Participant who continues tobe employed by a Participating Employer after attaining age 65 may also electto receive his Prior Service Benefit. Said elections shall be made in accordance with rules prescribed bythe Company.  Said rules mayprescribe the method of so electing and the deadline by which the election mustbe filed with the Company.  If aParticipant makes such an election, an amount equal to his Prior ServiceBenefit shall be paid to him in one sum as soon as practicable after his election,provided he is living on the payment date. If a Participant’s Prior Service Benefit is paid to him pursuant to thissection, his benefit under the Plan shall be reduced by an amount which is theActuarial Equivalent of the Prior Service Benefit.

 

If a Participant’s deathoccurs prior to the date payment of his Prior Service Benefit would be madeunder this section, no payment shall be made under this section, but hisBeneficiary may be entitled to a benefit under 7.4 of this Appendix.

 

7.4 Other Death Benefits.  After all benefits payable with respect to aParticipant have been paid (including any benefits payable to the Participantduring his lifetime plus any death benefits payable under Sec. 7.1, 7.2, or7.4), his Beneficiary shall be entitled to receive a single sum payment equalto the amount, if any, by which (a) exceeds (b):

 

(a)                                  The Participant’sPrior Service Benefit.

 

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(b)                                 All benefitspaid to the Participant during his lifetime (including monthly pension benefitsand also including any refund of his Prior Service Benefit pursuant to theforegoing provisions of this Appendix) plus any death benefits payable underSec. 7.1, 7.2, or 7.4.

 

7.5  Distributions Prior to July 1, 1976.In any case where a Hayssen Plan Participant’s benefit under Trust Number 1 waspaid to him prior to July 1, 1976 upon his transfer from employment withHayssen to a position as a salaried employee of Bemis Company, Inc., saidpayment shall not result in any reduction of his Accrued Monthly Pension.

 

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**Appendix B**

 

**BEMISRETIREMENT PLAN**

 

Modifications Applicable toCertain

Employees and FormerEmployees of

Perfecseal

 

On April 29, 1996, Perfecseal, Inc.(“Perfecseal”), a wholly owned subsidiary of the Company, acquired certainassets from Paper Manufacturers Company. Paper Manufacturers Company sponsored the Pension Plan of PaperManufacturers Company (the “PMCO Plan”) for the benefit of its salariedemployees.  Salaried employees ofPerfecseal continued accruing benefits under the PMCO Plan through December 31,1996.  Effective as of January 1,1997, these employees became participants in the Bemis Retirement Plan.  Effective as of February 28, 1997,certain assets and liabilities of the PMCO Plan were transferred to thisPlan.  The following modifications of theBemis Retirement Plan are applicable in determining benefits payable withrespect to persons who were participants in the PMCO Plan and who terminatedemployment on or after January 1, 1997. Such persons are hereafter referred to as “PMCO Plan Participants”.

 

1.

 

Perfecseal is a Participating Employereffective as of January 1, 1997.

 

2.

 

A PMCO Plan Participant’s years of ElapsedTime shall be determined under Sec. 3.4; subject to the following:

 

(a)                                  A PMCO PlanParticipant’s Elapsed Time for service prior to April 29, 1996 forpurposes of determining vesting under the Plan shall include continuous servicewith Paper Manufacturers Company and its affiliates beginning on theParticipant’s last date of hire prior to April 29, 1996.

 

(b)                                 A PMCO PlanParticipant’s Elapsed Time for purposes of determining vesting under the Planshall not be less than the Years of Vesting Service he would have had if thePMCO Plan, as in effect on December 31, 1996, had remained in effect untilhis Termination of Employment.

 

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3.

 

Each PMCO Plan Participant shall be aParticipant in the Plan as of January 1, 1997 (or as of the date hecompletes one Year of Eligibility Service, if later).

 

4.

 

A PMCO Plan Participantshall be eligible for Early Retirement as defined by Sec. 4.2 of this Planafter he has attained age 55 and completed 5 years of Elapsed Time and beforehe attains Normal Retirement Age.  Similarly,the provisions of Sec. 7.1, which normally require 10 years of Elapsed Time forearly commencement of the Qualified Pre-retirement Survivor Annuity, aremodified to instead require five years.

 

5.

 

For purposes of determining a PMCO PlanParticipant’s Accrued Monthly Pension under Sec. 4.5, a Perfecseal PlanParticipant’s Accrued Monthly Pension shall be the sum of (a) plus (b):

 

(a)                                  His AccruedBenefit as of December 31, 1996 calculated in accordance with Sec. 3.1 ofthe PMCO Plan in effect before the Merger. For purposes of calculating said Accrued Benefit, pay and service after December 31,1996 will be disregarded.

 

(b)                                 His AccruedMonthly Pension calculated under Sec. 4.5 of this Plan, based solely upon payand service after December 31, 1996.

 

6.

 

If assets and liabilities of the PMCO Planwith respect to a Participant whose Termination of Employment occurred prior toJanuary 1, 1997 are transferred to this Plan, and such Participant doesnot have service under this Plan after December 31, 1996, his or herbenefits will be determined under the PMCO Plan, but will be paid by this Plan.

 

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**Appendix C**

 

**BEMISRETIREMENT PLAN**

 

Modifications Applicable toCertain

Employees and FormerEmployees of

Paramount PackagingCorporation -Tennessee

 

On January 1, 1997, theCompany acquired Paramount Packaging Corporation and its subsidiaries,including Paramount Packaging Corporation - Tennessee (“Paramount Tennessee”),a Tennessee corporation.  ParamountTennessee sponsored the Pension Plan for Salaried and Clerical Employees ofParamount Packaging Corporation (Tennessee) (the “Paramount Salaried Plan”),and the Pension Plan for Production and Maintenance Employees of ParamountPackaging Corporation (Tennessee), (the “Paramount Hourly Plan”), for thebenefit of its employees.  These plansare sometimes collectively referred to as the “Paramount Plans”.  The Paramount Plans were merged into theBemis Retirement Plan effective as of December 31, 1997.

 

Benefits payable withrespect to participants in the Paramount Plans who terminated employment priorto December 31, 1997 will be paid by this Plan, but will be determinedaccording to the terms of the Paramount Salaried Plan or Paramount Hourly Plan,whichever is applicable, as in effect at the time the individual terminatedemployment.  However, Sec. 8.2 and 4.10(c) ofthis Plan regarding lump sum payment of pensions having a present value of$5,000 or less applies to said individuals, and the $5,000 amount appliesregardless of the individual’s termination date.

 

Benefits payable with respect to persons whoare employees of Paramount Tennessee on or after December 31, 1997(hereafter referred to as “Paramount Plan Participants”) will be determinedunder this Plan, subject to the following terms of this Appendix:

 

1.

 

Paramount Tennessee is a ParticipatingEmployer effective as of January 1, 1998.

 

2.

 

A Paramount Plan Participant’s years ofElapsed Time shall be determined under Sec. 3.4, but shall include service withParamount Tennessee and its affiliates prior to January 1, 1998, on thesame basis as if they had then been under Common Control with the Company.

 

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3.

 

Each Paramount Plan Participant shall be aParticipant in the Plan as of January 1, 1998 (or as of the date hecompletes one Year of Eligibility Service, if later).

 

4.

 

If a person who was an employee of ParamountTennessee on December 31, 1997 has a Termination of Employment after hehas completed three but fewer than four years of Elapsed Time, he will be 20%vested, and if his Termination of Employment occurs after he has completed fourbut fewer than five years of Elapsed Time, he shall be 40% vested.  In such cases the Participant will be eligiblefor a benefit under Sec. 6.4, but the benefit amount will be adjusted toreflect the vested percentage.  Theforegoing special vesting rule applies to the individual’s entire benefit,not just the portion accrued before 1998.

 

5.

 

A Paramount Plan Participant’s AccruedMonthly Pension under Sec. 4.5 shall be the sum of (a) plus (b):

 

(a)                                  His AccruedMonthly Pension as of December 31, 1997 calculated in accordance with Sec.1.1 of the Paramount Salaried Plan or Paramount Hourly Plan, whichever isapplicable, as in effect immediately before the merger of the Paramount Plansinto this Plan.  For purposes ofcalculating said Accrued Monthly Pension, service after December 31, 1997will be disregarded.

 

(b)                                 His AccruedMonthly Pension calculated under Sec. 4.5 of this Plan, based solely upon payand service after December 31, 1997.

 

6.

 

A Paramount Plan Participant’s monthlypension will not be less than his “Minimum Monthly Pension” determined asfollows:

 

(a)                                  The amount ofsaid Minimum Monthly Pension will be the Participant’s Accrued Monthly Pensionas of December 31, 1997, calculated in accordance with Sec. 1.1 of theParamount Salaried Plan or Paramount Hourly Plan, whichever is applicable,adjusted as provided in (b), (c), and (d). For purposes of calculating said Minimum Monthly Pension, service after December 31,1997 will be disregarded.

 

(b)                                 If theParticipant’s pension begins before he attains age 65, the Minimum MonthlyPension will be reduced by 5/9 of 1% for each month by which the commencementdate precedes the end of the month in which he attains age 65.  Said reduction does not apply if theParticipant’s pension begins after he attains age 65.

 

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(c)                                  The MinimumMonthly Pension will be multiplied by a fraction, the numerator of which is 100and the denominator of which is 97, to reflect the value of the life and 60months certain normal form of payment under the Paramount Plans.

 

(d)                                 If theParticipant’s pension is being paid in a form other than life only, the MinimumMonthly Pension will be adjusted as provided in Sec. 4.12(a) of this Planor Section 7 of this Appendix to reflect the payment form elected.

 

(e)                                  For purposes ofdetermining whether a Paramount Plan Participant’s benefit will be paid in asingle sum pursuant to Sec. 8.2 of this Plan, and for purposes of determiningthe amount of the single sum payment, the lump sum benefit will be the amountin (i) or the amount in (ii), whichever is greater:

 

(i)                                     The ActuarialEquivalent present value of a monthly pension for the Participant’s lifetimebeginning the first day of the month following his attainment of age 65 (orfollowing his Termination of Employment if after he attains age 65), in amonthly amount equal to the amount in (a) of section 5 of this Appendix,adjusted as provided in (c) of section 6 of this Appendix to reflect thevalue of the life and 60-months-certain normal form of payment under theParamount Plan.

 

(ii)                                  The ActuarialEquivalent present value of a monthly pension for the Participant’s lifetimebeginning the first day of the month following the date he attains NormalRetirement Age (as defined in Sec. 2.15 of this Plan) or following hisTermination of Employment if after he attains Normal Retirement Age, in amonthly amount equal to the sum of the amounts in (a) and (b) ofsection 5 of this Appendix.

 

The Actuarial Equivalentfactors in Sec. 4.10(c) of this Plan will be used to calculate saidpresent values.  If either amount is morethan $5,000, no lump sum payment will be made, and the Participant will insteadreceive a monthly pension.

 

7.

 

In addition to the optional settlementslisted in Sec. 7.4 of the Plan, a Paramount Plan Participant may elect anoption providing a reduced monthly pension payable to the Participantcommencing on the same date as that upon which payments would otherwisecommence and terminating with the last monthly payment before his death.  If his death occurs on or after the due dateof the first monthly payment under the option and before 60 monthly paymentshave been made to him, such benefit shall be continued to his Beneficiary untila total of 60 monthly payments have been made to him and his Beneficiary.  If the Participant elects this option, hismonthly pension will be 97% of the amount otherwise payable.

 

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** **

**Appendix D**

 

**BEMISRETIREMENT PLAN**

 

Modifications Applicable toCertain

Employees and FormerEmployees of

Paramount PackagingCorporation -Texas

 

On January 1, 1997, the Company acquiredParamount Packaging Corporation and its subsidiaries, including ParamountPackaging Corporation - Texas (“Paramount Texas”), a Texas corporation withoperations at Longview, Texas.  ParamountTexas sponsored the Pension Plan for Longview Employees of Paramount PackagingCorporation (Texas) (the “Paramount Texas Plan”), for the benefit of itssalaried and hourly employees.  On December 31,1997, the Paramount Texas Plan was merged into the Bemis Company, Inc.Retirement Plan for Bemis Hourly Employees (the “BHRP”).  Effective as of December 31, 1998,assets and liabilities of the BHRP with respect to the following individuals atLongview, Texas were transferred to this Plan:

 

(i)                                     Hourlyemployees hired before January 1, 1998 who were active employees on January 1,1999 (“Paramount Hourly Employees”).

 

(ii)                                  Salariedemployees hired before January 1, 1997 who were active employees on January 1,1999, or who terminated employment during 1997 or 1998 (“Paramount SalariedEmployees”).  However, if such anindividual terminated employment and received a lump sum cash distribution fromthis Plan prior to the date the assets were transferred from the BHRP, his orher remaining benefit will remain in the BHRP and will not be transferred tothis Plan.

 

Benefits payable withrespect to such persons will be determined under this Plan, subject to theterms of this Appendix.  Benefits forother participants in the Paramount Texas Plan (*i.e.,* hourly employees who terminated before January 1,1999 or salaried employees who terminated before January 1, 1997) will bepaid by the BHRP.

 

1.

 

Such an individual’s Elapsed Time includesservice with Paramount Texas and its affiliates prior to January 1, 1997on the same basis as if they had then been under Common Control with theCompany.

 

2.

 

Such employees will be eligible toparticipate in this Plan as of whichever of the following dates is applicable:

 

(1)                                  For ParamountSalaried Employees, January 1, 1997.

 

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(2)                                  For ParamountHourly Employees, January 1, 1999.

 

3.

 

If a person who was a participant in theParamount Texas Plan on December 31, 1997 has a Termination of Employmentafter he has completed three, but fewer than four years of Elapsed Time, hewill be 20% vested, and if his Termination of Employment occurs after he hascompleted four, but fewer than five years of Elapsed Time, he shall be 40%vested.  In such cases, the Participantwill be eligible for a benefit under Sec. 6.4, but the benefit amount will beadjusted to reflect the vested percentage. The foregoing special vesting rule applies to the individual’sentire benefit.

 

4.

 

For Paramount SalariedEmployees, the Accrued Monthly Pension under Sec. 4.5 means the sum of (a) plus  (b):

 

(a)                                  $15 multipliedby his credited service through December 31, 1996 determined under theParamount Texas Plan.

 

(b)                                 His AccruedMonthly Pension calculated under Sec. 4.5 of this Plan, based solely upon payand service after December 31, 1996.

 

For Paramount HourlyEmployees, the Accrued Monthly Pension under Sec. 4.5 means the sum of (c) plus(d) plus (e):

 

(c)                                  $15 multipliedby his credited service through December 31, 1997 determined under theParamount Texas Plan.

 

(d)                                 $15 multipliedby his credited service during 1998 determined under the BHRP.

 

(e)                                  His AccruedMonthly Pension calculated under Sec. 4.5 of this Plan, based solely upon payand service after December 31, 1998.

 

5.

 

Such an employee’s monthlypension will not be less than his “Minimum Monthly Pension” determined asfollows:

 

(a)                                  The amount ofsaid Minimum Monthly Pension will be the Participant’s Accrued Monthly Pensionas of December 31, 1997, calculated in accordance with Sec. 1.1 of theParamount Texas Plan, adjusted as provided in (b), (c), and (d).  For purposes of calculating said MinimumMonthly Pension, service after December 31, 1997 will be disregarded.

 

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(b)                                 If theParticipant’s pension begins before he attains age 65, the Minimum MonthlyPension will be reduced by 5/9 of 1% for each month by which the commencementdate precedes the end of the month in which he attains age 65.  Said reduction does not apply if theParticipant’s pension begins after he attains age 65.

 

(c)                                  The MinimumMonthly Pension will be multiplied by a fraction, the numerator of which is 100and the denominator of which is 97, to reflect the value of the life and 60months certain normal form of payment under the Paramount Texas Plan.

 

(d)                                 If theParticipant’s pension is being paid in a form other than life only, the MinimumMonthly Pension will be adjusted as provided in Sec. 4.12(a) of this Planor Section 6 of this Appendix to reflect the payment form elected.

 

(e)                                  For purposes ofdetermining whether the benefit will be paid in a single sum pursuant to Sec.8.2 of this Plan, and for purposes of determining the amount of the single sumpayment, the lump sum benefit will be the amount in (i) or the amount in(ii), whichever is greater:

 

(i)                                     The ActuarialEquivalent present value of a monthly pension for the Participant’s lifetimebeginning the first day of the month following his attainment of age 65 (orfollowing his Termination of Employment if after he attains age 65), in amonthly amount equal to the amount in (a) adjusted as provided in (c) toreflect the value of the life and 60-months-certain normal form of paymentunder the Paramount Texas Plan.

 

(ii)                                  The ActuarialEquivalent present value of a monthly pension for the Participant’s lifetimebeginning the first day of the month following the date he attains NormalRetirement Age (as defined in Sec. 2.15 of this Plan) or following hisTermination of Employment if after he attains Normal Retirement Age, in amonthly amount determined under Section 4 of this Appendix.

 

The Actuarial Equivalentfactors in Sec. 4.10(c) of this Plan will be used to calculate said presentvalues.  If either amount is more than$5,000, no lump sum payment will be made, and the Participant will insteadreceive a monthly pension.

 

6.

 

In addition to the optional settlementslisted in Sec. 7.4 of the Plan, Paramount Salaried Employees and ParamountHourly Employees may elect an option providing a reduced monthly pensionpayable to the Participant commencing on the same date as that upon whichpayments would otherwise commence and terminating with the last monthly paymentbefore his death.  If his death occurs onor after the due date of the first monthly payment under the option and before60 monthly payments have been made to him, such benefit shall be continued tohis Beneficiary

 

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until a total of 60 monthly payments have been made to him and hisBeneficiary.  If the Participant electsthis option, his monthly pension will be 97% of the amount otherwise payable.

 

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**Appendix E**

 

**BEMIS RETIREMENTPLAN**

 

Amounts referred to in Sec.4.5(d)

 
| **Name of Employee**     | ** ** | **Date of Birth** | ** ** | **Amount** | ** ** |
|--------------------------|------------|-------------------|------------|------------|------------|
|                     |       |              |       |       |       |
| Curler,  Jeffrey         |       | 09/03/50          |       | $          | 666.67     |   |
| Emenecker,  Timothy F.   |       | 08/03/46          |       | $          | 250.00     |   |
| Martin,  Christopher C.  |       | 08/14/49          |       | $          | 250.00     |   |
| Seashore,  Eugene H. Jr. |       | 12/27/49          |       | $          | 375.00     |   |
| Stone,  Gary V.          |       | 09/22/46          |       | $          | 541.67     |   |
| Theisen,  Henry          |       | 09/09/53          |       | $          | 375.00     |   |
| Unton,  Theodore F.      |       | 11/09/44          |       | $          | 291.67     |   |
| Wulf,  Gene C.           |       | 10/15/50          |       | $          | 375.00     |   |

 

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####  

#### **AppendixF**

####  

### **BEMIS RETIREMENT PLAN**

### ** **

##### ModificationsApplicable to Certain

Employees at the Company’sCustom Resins Division

 

Priorto September 1, 1984, employees of the Company’s Custom Resins divisionwere not eligible to participate in the Plan. Such employees instead participated in the Bemis Custom Resins DivisionEmployees’ Pension Plan (the “Custom Resins Plan”).  Effective as of September 1, 1984,employees of the Custom Resins division are eligible to participate in thisPlan, subject to the following special provisions applicable to Participantswho were employees of said division prior to said date:

 

1.

 

Eachsuch employee shall be deemed to have been a Qualified Employee during hisemployment with the Custom Resins division after December 31, 1976 andprior to September 1, 1984, subject to the definition of QualifiedEmployee in Sec. 2.19, other than subsection (a) thereof.  As a result, service and earnings during saidperiod may be taken into account in determining Years of Credited Service andFinal Average Salary.

 

2.

 

Eachsuch employee who was an employee of Custom Resins, Inc. immediately priorto acquisition of said corporation by the Company in December, 1976 shall haveyears of Elapsed Time for his uninterrupted service with Custom Resins, Inc.from his last date of hire by said corporation until December 31,1976.  Each such employee shall haveyears of Elapsed Time for service on and after January 1, 1977 asdetermined under Sec. 3.4.

 

3.

 

Each such employee’s AccruedMonthly Pension is equal to the amount determined under Sec. 4.5, less anoffset reflecting his Regular Account under the Custom Resins Plan, said offsetto be determined under the following table:

 
| **Name  of Employee** | ** ** | **Monthly Offset Amount** | ** ** |
|-----------------------|------------|---------------------------|------------|
|                  |       |                      |       |
| E.  J. Gentry         |       | $                         | 175.98     |   |
| W.  J. Bridwell       |       | 218.17                    |       |
| W.  M. Warner         |       | 987.33                    |       |
| A.  Lasswell          |       | 36.90                     |       |
| G.  L. Stanley        |       | 205.66                    |       |
| W.  Littlepage        |       | 254.29                    |       |
|                       |            |                           |            |  |

 

NOTE:  Section references in thisAppendix are to the Bemis Retirement Plan in effect as of January 1, 1994.

 

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#### **Appendix G**

####  

##### **BEMIS RETIREMENT PLAN**

#####  

----

 

Modifications Applicable to

Employees of Mankato Division of 

Harrison & Smith Company, Inc.

 

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1.

 

Sec. 1.3 is modified by adding the followingparagraphs thereto:

 

Harrison &Smith Company, Inc. (a Delaware corporation) adopted this Plan for thebenefit of its eligible employees and became a Participating Employer hereunderas of January 1, 1969.  At thattime, Mankato Corporation (a Minnesota corporation) was a wholly-ownedsubsidiary of Harrision & Smith Company, Inc.  Subsequently, on December 31, 1969,Mankato Corporation (a Minnesota corporation) was liquidated into Harrison &Smith, Inc. and become an operating division thereof known as the MankatoDivision of Harrison & Smith Company, Inc. (hereinafter referredto as the “Mankato Division”).  MankatoCorporation (a Minnesota Corporation) was never a Participating Employerhereunder.

 

TheMankato Division maintains the Mankato Retirement Plan (hereinafter referred toas the “Mankato Plan”) for the benefit of its eligible employees.  The Mankato Plan is embodied in a groupannuity contract issued by The Prudential Insurance Company of America.  Effective as of January 1, 1971,Harrison & Smith Company, Inc. amended the Mankato Plan so as todiscontinue the further accrual of benefits thereunder by salaried andoffice-clerical employees of the Mankato Division and simultaneously adoptedthis Appendix to provide for the participation of such employees under thisPlan.  Persons formerly employed by theMankato Division later became employees of Mankato Corporation, a Delawarecorporation, which became a Participating Employer.  The participation of such employees underthis Plan shall be governed by the provisions of this Appendix.

 

2.

 

Sec.6.5 is amended in its entirety to read as follows:

 

Sec.6.5  Benefits Under Mankato Plan.  Benefits accrued under the Mankato Plan shallbe provided under the conditions, at the times, in the manner, and in theamounts provided by such Mankato Plan, and the provisions of the other sectionscontained in this Article VI shall not apply to benefits payable under theMankato Plan.  Nevertheless, pensionbenefits payable under this Plan to former Participants who were participantsin the Mankato Plan prior to January 1,

 

NOTE:  Section references in this Appendix are tothe Bemis Retirement Plan in effect as of January 1, 1994.

 

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1971 and to theBeneficiaries of such former Participants shall be paid only in accordance withthe following terms and conditions:

 

(a)                                  Each monthlypension benefit otherwise payable to such a former Participant under Sec. 6.1,Sec. 6.2, Sec. 6.3, or Sec. 6.4 shall be reduced by the monthly amount of thenormal retirement annuity accrued on his behalf on December 31, 1970 underthe Mankato Plan as in effect on December 31, 1970; provided, however,that if benefits under this Plan commence prior to his Normal Retirement Date,the monthly amount of the normal retirement annuity accrued under the MankatoPlan on December 31, 1970 shall be converted by the Actuary (withoutgiving effect to any death benefit payable under the Mankato Plan) to themonthly amount that would be payable under an actuarially equivalent benefitcommencing on the same date and in the same form as his benefit under thisPlan.

 

(b)                                 Any optional form of pensionelected by such a former Participant pursuant to the terms of Sec. 7.4 shall beapplicable only to the net amount of the monthly pension benefit payable aftermaking the reduction provided for in paragraph (a) of this section.

 

3.

 

Sec.7.5 is deleted in its entirety.

 

4.

 

ActuarialEquivalents for this Appendix will be determined under Sec. 4.10.

 

NOTE:  Section references in thisAppendix are to the Bemis Retirement Plan in effect as of January 1, 1994.

 

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**Appendix H**

 

##### **BEMIS RETIREMENT PLAN**

#####  

ModificationsApplicable to Certain Employees of Ross & Roberts, Inc. and Ross &Roberts Sales Co., Inc.

 

TheCompany sold its share of Ross & Roberts, Inc. and Ross &Roberts Sales Co., Inc. (collectively referred to herein as “Ross &Roberts”) on September 1, 1987.  Thefollowing provisions apply with regard to each Participant who is an employeeof Ross & Roberts on September 1, 1987:

 

1.

 

Eachsuch Participant is fully vested regardless of his length of service.

 

2.

 

Servicewith Ross & Roberts after September 1, 1987 shall not be includedin such a Participant’s Credited Service or Elapsed Time.

 

3.

 

Sucha Participant shall be deemed to have had a Termination of Employment on September 1,1987.  Compensation from and service withRoss & Roberts or any successor of Ross & Roberts after September 1,1987 shall be disregarded for purposes of determining whether such aParticipant is eligible for a pension and for purposes of determining theamount of that pension.

 

4.

 

Ross &Roberts ceases to be a Participating Employer as of September 1, 1987.

 

NOTE:  Terms used in thisAppendix are defined as provided in the Bemis Retirement Plan in effect as ofSeptember 1, 1987.

 

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####  

#### **Appendix I**

####  

##### **BEMIS RETIREMENT PLAN**

#####  

##### Modifications Applicable to Certain Employees of

Western Litho Plate & Supply Co.

 

TheCompany sold its shares of Western Litho Plate & Supply Co. (“WesternLitho”) on April 30, 1987.  Thefollowing provisions apply with regard to each Participant who is an employeeof Western Litho on April 30, 1987:

 

1.

 

Eachsuch Participant is fully vested regardless of his length of service.

 

2.

 

Servicewith Western Litho after April 30, 1987 shall not be included in such aParticipant’s Credited Service or Elapsed Time.

 

3.

 

Sucha Participant shall be deemed to have had a Termination of Employment on April 30,1987.  Compensation from and service withWestern Litho or any successor of Western Litho after April 30, 1987 shallbe disregarded for purposes of determining whether such a Participant iseligible for a pension and for purposes of determining the amount of thatpension.

 

4.

 

WesternLitho ceases to be a Participating Employer as of April 30, 1987.

 

NOTE:  Terms used in thisAppendix are defined as provided in the Bemis Retirement Plan in effect as ofSeptember 1, 1987.

 

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####  

#### **Appendix J**

####  

##### **BEMIS RETIREMENT PLAN**

#####  

----

 

Modifications Applicable to

Employees of Western Litho

Plate and Supply Company

 

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1.

 

Sec.1.3 is modified by adding the following paragraph thereto:

 

Priorto January 1, 1969, Western Litho Plate and Supply Company (a Delawarecorporation) maintained the Western Litho Plate and Supply Company, Inc.Employees’ Pension Trust (herein referred to as the “Western Plan”).  Effective January 1, 1969, Western LithoPlate and Supply Company adopted this Plan and immediately thereafter amendedthe Western Plan as it applied to employees eligible to participate hereunderby merging it into this Plan.  Withrespect to said employees, the Western Plan shall be deemed to continue as thisPlan.

 

2.

 

Sec.7.5 is modified to read as follows:

 

Sec.7.5  Other Death Benefits.  Upon the death of a Participant or formerParticipant, his Beneficiary shall be entitled to receive a single sum paymentequal to the amount by which the total amount of benefit payments hereunder, ifany, theretofore paid to the deceased (including payments to his spousepursuant to Sec. 7.1) is less than the cash value as of December 31, 1968of any contracts on his life originally purchased under the Western Litho Plateand Supply Company, Inc. Employees’ Pension Trust and subsequentlysurrendered to the insurance carrier by the trustees of said plan, withAccumulated Interest thereon; subject to the following:

 

(a)                                  If a benefit is payable withrespect to the Participant pursuant to Sec. 7.2 or Sec. 7.4 this section shallnot be applicable and all death benefits, if any, shall be payable under theterms of whichever of said sections is applicable.

 

(b)                                 If a benefit is payable tothe Participant’s spouse pursuant to Sec. 7.1, the benefit, if any, payablepursuant to this section shall be determined and paid after the death of saidspouse.

 

NOTE:  Section references in thisAppendix are to the Bemis Retirement Plan in effect as of January 1, 1984.

 

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3.

 

Anew Sec. 15.2 is added to the Plan to read as follows:

 

Sec.15.2  Minimum Benefit.  Notwithstanding the provisions of Article VI,with respect to a Participant who was a participant in the Western Litho Plateand Supply Company, Inc. Employees’ Pension Trust on December 31,1968, the monthly amount of any pension (i) payable under Sec. 6.1, or6.2, or (ii) otherwise payable under Sec. 6.4 as if said section containedno requirements as to age or service for vesting shall not be less than theminimum benefit determined in accordance with this section.  The “minimum benefit” referred to hereinshall be the Actuarial Equivalent of:

 

(a)                                  the cash value as of December 31,1968 of any contracts on his life originally purchased under the Western Planand subsequently surrendered to the insurance carrier by the trustees of saidplan, with Accumulated Interest thereon, plus

 

(b)                                 the value of a benefitpayable for life commencing at Normal Retirement Date in a monthly amount equalto (i) 1/30th of an amount equal to 45% of his Final AverageSalary minus 75% of his Primary Social Security Benefit, (ii) multipliedby his years of Credited Service after 1968 (but not more than 30 years), and (iii) ifsaid benefit commences prior to his Normal Retirement Date, also multiplied bythe applicable early retirement factor set forth in the table in Sec. 6.2.

 

In determining the monthly amount of such minimumbenefit, the death benefit described in Sec. 7.5 shall be taken intoconsideration.

 

NOTE:  Section references in this Appendix areto the Plan in effect as of January 1, 1984.

 

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