Exhibit 10.9


TREDEGAR CORPORATION


AMENDED AND RESTATED INCENTIVE PLAN







Tredegar
Corporation


Amended
and Restated Incentive Plan



	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  1.01. Administrator

  	
  1

  
	
   

  	
  1.02. Affiliate

  	
  1

  
	
   

  	
  1.03. Agreement

  	
  1

  
	
   

  	
  1.04. Board

  	
  1

  
	
   

  	
  1.05. Code

  	
  1

  
	
   

  	
  1.06. Committee

  	
  1

  
	
   

  	
  1.07. Common Stock

  	
  1

  
	
   

  	
  1.08. Company

  	
  1

  
	
   

  	
  1.09. Deferred Stock
  Benefit

  	
  1

  
	
   

  	
  1.10. Exchange Act

  	
  2

  
	
   

  	
  1.11. Fair Market Value

  	
  2

  
	
   

  	
  1.12. Incentive Award

  	
  2

  
	
   

  	
  1.13. Option

  	
  2

  
	
   

  	
  1.14. Participant

  	
  2

  
	
   

  	
  1.15. Plan

  	
  2

  
	
   

  	
  1.16. Stock Award

  	
  2

  
	
   

  	
  1.17. Ten Percent
  Shareholder

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II PURPOSES

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE III ADMINISTRATION

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV ELIGIBILITY

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE V STOCK SUBJECT TO
  PLAN

  	
  7

  
	
   

  	
   

  	
   

  
	
   

  	
  5.01. Shares Issues

  	
  7

  
	
   

  	
  5.02. Aggregate Limit

  	
  7

  
	
   

  	
  5.03. Reallocation of
  Shares

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI OPTIONS

  	
  8

  
	
   

  	
   

  	
   

  
	
   

  	
  6.01. Award

  	
  8

  
	
   

  	
  6.02. Option Price

  	
  8

  
	
   

  	
  6.03. Maximum Option
  Period

  	
  8

  
	
   

  	
  6.04. Nontransferability

  	
  8

  
	
   

  	
  6.05. Transferable Options

  	
  8

  
	
   

  	
  6.06. Employee Status

  	
  9

  
	
   

  	
  6.07. Exercise

  	
  9

  
	
   

  	
  6.08. Payment

  	
  9

  



i








	
   

  	
   

  	
   

  
	
   

  	
  6.09. Installment Payment

  	
  9

  
	
   

  	
  6.10. Shareholder Rights

  	
  10

  
	
   

  	
  6.11. Disposition of Stock

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII STOCK AWARDS

  	
  11

  
	
   

  	
   

  	
   

  
	
   

  	
  7.01. Award

  	
  11

  
	
   

  	
  7.02. Vesting

  	
  11

  
	
   

  	
  7.03. Performance
  Objectives

  	
  11

  
	
   

  	
  7.04. Employee Status

  	
  11

  
	
   

  	
  7.05. Shareholder Rights

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII INCENTIVE
  AWARDS

  	
  13

  
	
   

  	
   

  	
   

  
	
   

  	
  8.01. Award

  	
  13

  
	
   

  	
  8.02. Terms and Conditions

  	
  13

  
	
   

  	
  8.03. Nontransferability

  	
  13

  
	
   

  	
  8.04. Transferable
  Incentive Awards

  	
  13

  
	
   

  	
  8.05. Employee Status

  	
  14

  
	
   

  	
  8.06. Shareholder Rights

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX ADJUSTMENT UPON
  CHANGE IN COMMON STOCK

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE X COMPLIANCE WITH
  LAW AND APPROVAL OF REGULATORY BODIES

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI GENERAL
  PROVISIONS

  	
  17

  
	
   

  	
   

  	
   

  
	
   

  	
  11.01. Effect on
  Employment and Service

  	
  17

  
	
   

  	
  11.02. Unfunded Plan

  	
  17

  
	
   

  	
  11.03. Rules of
  Construction

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII AMENDMENT

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII DURATION OF
  PLAN

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV EFFECTIVE DATE
  OF PLAN

  	
  20

  



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Tredegar Corporation


Amended and Restated Incentive Plan


ARTICLE I


DEFINITIONS


1.01. Administrator


          Administrator
means the Committee and any delegate of the Committee that is appointed in
accordance with Article III.


1.02. Affiliate


          Affiliate
means any “subsidiary” or “parent” corporation (within the meaning of Section
424 of the Code) of the Company.


1.03. Agreement


          Agreement
means a written agreement (including any amendment or supplement thereto)
between the Company and a Participant specifying the terms and conditions of a
Stock Award, an Incentive Award or an Option granted to such Participant.


1.04. Board


          Board
means the Board of Directors of the Company.


1.05. Code


          Code
means the Internal Revenue Code of 1986, and any amendments thereto.


1.06. Committee


          Committee
means the Executive Compensation Committee of the Board.


1.07. Common Stock


          Common Stock
means the common stock of the Company.


1.08. Company


          Company
means Tredegar Corporation


1.09. Deferred Stock Benefit


          Deferred
Stock Benefit means a benefit under a nonqualified deferred compensation plan
that is settled by the issuance of Common Stock including, by way of example
and not of 


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Amended and Restated Incentive Plan

limitation, the deferral of income attributable to the exercise of
an Option or the vesting or transferability of a Stock Award.

1.10. Exchange Act


          Exchange
Act means the Securities Exchange Act of 1934, as amended and as in effect on
the date of this Agreement.


1.11. Fair Market Value


          Fair Market Value
means, on any given date, the closing price of a share of Common Stock as
reported on the New York Stock Exchange composite tape on such date, or if the
Common Stock was not traded on the New York Stock Exchange on such day, then on
the next preceding day that the Common Stock was traded on such exchange, all
as reported by such source as the Administrator may select.


1.12. Incentive Award


          Incentive
Award means an award which, subject to such terms and conditions as may be
prescribed by the Administrator, entitles the Participant to receive a cash
payment from the Company or an Affiliate.


1.13. Option


          Option
means a stock option that entitles the holder to purchase from the Company a
stated number of shares of Common Stock at the price set forth in an Agreement.


1.14. Participant


          Participant
means an employee of the Company or an Affiliate, including an employee who is
a member of the Board, or an individual who provides services to the Company or
an Affiliate, who satisfies the requirements of Article IV and is selected by
the Administrator to receive a Stock Award, an Option, an Incentive Award or a
combination thereof.


1.15. Plan


          Plan
means the Tredegar Corporation Amended and Restated Incentive Plan.


1.16. Stock Award


          Stock
Award means Common Stock awarded to a Participant under Article VIII.


1.17. Ten Percent Shareholder


          Ten
Percent Shareholder means any individual owning more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or of an
Affiliate.  An 


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Amended and Restated Incentive Plan


individual shall be considered to own any voting stock
owned (directly or indirectly) by or for his brothers, sisters, spouse,
ancestors or lineal descendants and shall be considered to own proportionately
any voting stock owned (directly or indirectly) by or for a corporation,
partnership, estate or trust of which such individual is a shareholder, partner
or beneficiary.



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Amended and Restated Incentive Plan


ARTICLE II


PURPOSES


          The
Plan is intended to assist the Company and its Affiliates in recruiting and
retaining individuals with ability and initiative by enabling such persons to
participate in the future success of the Company and its Affiliates and to
associate their interests with those of the Company and its shareholders.  The Plan is intended to permit the grant of
both Options qualifying under Section 422 of the Code (“incentive stock
options”) and Options not so qualifying and the grant Stock Awards and
Incentive Awards and the settlement of Deferred Stock Benefits.  No Option that is intended to be an
incentive stock option shall be invalid for failure to qualify as an incentive
stock option.  The proceeds received by the
Company from the sale of Common Stock pursuant to this Plan shall be used for
general corporate purposes.


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Amended and Restated Incentive Plan


ARTICLE III


ADMINISTRATION


          The
Plan shall be administered by the Administrator.  The Administrator shall have authority to grant Stock Awards,
Incentive Awards and Options upon such terms (not inconsistent with the
provisions of this Plan) as the Administrator may consider appropriate.  Such terms may include conditions (in
addition to those contained in this Plan) on the exercisability of all or any
part of an Option or on the transferability or forfeitability of a Stock Award
or Incentive Award.  Notwithstanding any
such conditions, the Administrator may, in its discretion, accelerate the time
at which any Option may be exercised or the time at which a Stock Award may
become transferable or nonforfeitable or the time at which an Incentive Award
may be settled.  In addition, the
Administrator shall have complete authority to interpret all provisions of this
Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules
and regulations pertaining to the administration of the Plan; and to make all
other determinations necessary or advisable for the administration of this
Plan.  The express grant in the Plan of
any specific power to the Administrator shall not be construed as limiting any
power or authority of the Administrator.
Any decision made, or action taken, by the Administrator in connection
with the administration of this Plan shall be final and conclusive.  Neither the Administrator nor any member of
the Committee shall be liable for any act done in good faith with respect to
this Plan or any Agreement, Option, Stock Award or Incentive Award.  All expenses of administering this Plan
shall be borne by the Company.


          The
Committee, in its discretion, may delegate to one or more officers of the
Company or the Executive Committee of the Board, all or part of the Committee’s
authority and duties with respect to grants and awards to individuals who are
not subject to the reporting and other provisions of Section 16 of the
Exchange Act.  The Committee may revoke
or amend the terms of a delegation at any time but such action shall not
invalidate any prior actions of the Committee’s delegate or delegates that were
consistent with the terms of the Plan.


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Tredegar Corporation


Amended and Restated Incentive Plan


ARTICLE IV


ELIGIBILITY


          Any
employee of the Company or an Affiliate (including a corporation that becomes
an Affiliate after the adoption of this Plan) or a person who provides services
to the Company or an Affiliate (including a corporation that becomes an
Affiliate after the adoption of this Plan) is eligible to participate in this
Plan if the Administrator, in its sole discretion, determines that such person
has contributed significantly or can be expected to contribute significantly to
the profits or growth of the Company or an Affiliate.  Directors of the Company who are employees of the Company or an
Affiliate may be selected to participate in this Plan.


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Amended and Restated Incentive Plan


ARTICLE V


STOCK SUBJECT TO PLAN


5.01. Shares Issues


          Upon
the award of shares of Common Stock pursuant to a Stock Award the Company may
issue shares of Common Stock from its authorized but unissued Common
Stock.  Upon the exercise of any Option
the Company may deliver to the Participant (or the Participant’s broker if the
Participant so directs), shares of Common Stock from its authorized but
unissued Common Stock.  


5.02. Aggregate Limit


          The
maximum aggregate number of shares of Common Stock that may be issued under
this Plan pursuant to the exercise of Options, the grant of Stock Awards and
the settlement of Deferred Stock Benefits is 1,843,325 shares.  The maximum aggregate number of shares that
may be issued under this Plan as Stock Awards is 300,000 shares.  Shares of Common Stock issued in settlement
of Deferred Stock Benefits attributable to the deferral of Option and Stock
Award gain shall be counted toward the foregoing limits only once; provided,
however, that shares of Common Stock issued in settlement of Deferred Stock
Benefits that constitute earnings on such deferrals shall be counted separately
toward the foregoing limits.  The
maximum aggregate number of shares that may be issued under this Plan and the
maximum number of shares that may be issued as Stock Awards shall be subject to
adjustment as provided in Article IX.  


5.03. Reallocation of Shares


          If
an Option is terminated, in whole or in part, for any reason other than its
exercise, the number of shares of Common Stock allocated to the Option or
portion thereof may be reallocated to other Options, Stock Awards and Deferred
Stock Benefits to be granted or issued under this Plan.  If a Stock Award is forfeited, in whole or
in part, for any reason, the number of shares of Common Stock allocated to the
Stock Award or portion thereof may be reallocated to other Options, Stock
Awards and Deferred Stock Benefits to be granted or issued under this Plan.


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Amended and Restated Incentive Plan


ARTICLE VI


OPTIONS


6.01. Award


          In
accordance with the provisions of Article IV, the Administrator will designate
each individual to whom an Option is to be granted and will specify the number
of shares of Common Stock covered by such awards; provided, however, that no individual
may be granted Options in any calendar year covering more than 450,000 shares
of Common Stock.  


6.02. Option Price


          The
price per share for Common Stock purchased on the exercise of an Option shall
be determined by the Administrator on the date of grant, but shall not be less
than the Fair Market Value on the date the Option is granted.  Notwithstanding the preceding sentence, the
price per share for Common Stock purchased on the exercise of any Option that
is an incentive stock option granted to an individual who is a Ten Percent
Shareholder on the date such option is granted, shall not be less than one
hundred ten percent (110%) of the Fair Market Value on the date the Option is
granted.


6.03. Maximum Option Period


          The
maximum period in which an Option may be exercised shall be determined by the
Administrator on the date of grant, except that no Option that is an incentive
stock option shall be exercisable after the expiration of ten years from the
date such Option was granted.  In the
case of an incentive stock option that is granted to a Participant who is a Ten
Percent Shareholder on the date of grant, such Option shall not be exercisable
after the expiration of five years from the date of grant.  The terms of any Option that is an incentive
stock option may provide that it is exercisable for a period less than such
maximum period.


6.04. Nontransferability


          Except
as provided in Section 6.05, each Option granted under this Plan shall be
nontransferable except by will or by the laws of descent and distribution.  Except as provided in Section 6.05, during
the lifetime of the Participant to whom the Option is granted, the Option may
be exercised only by the Participant.
No right or interest of a Participant in any Option shall be liable for,
or subject to, any lien, obligation, or liability of such Participant.


6.05. Transferable Options


          Section
6.04 to the contrary notwithstanding, if the Agreement provides, an Option that
is not an incentive stock option may be transferred by a Participant to the
Participant’s children, grandchildren, spouse, one or more trusts for the
benefit of such family members or a partnership in which such family members
are the only partners; provided, however, that Participant may not


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Tredegar Corporation


Amended and Restated Incentive Plan


receive any consideration for the transfer.  In addition to transfers described
in the
preceding sentence the Administrator may grant Options that are not incentive
stock options that are transferable on other terms and conditions as may be
permitted under Securities Exchange Commission Rule 16b-3 as in effect from
time to time.  The holder of an Option
transferred pursuant to this section shall be bound by the same terms and
conditions that governed the Option during the period that it was held by the
Participant.


6.06. Employee Status


          For
purposes of determining the applicability of Section 422 of the Code
(relating to incentive stock options), or in the event that the terms of any
Option provide that it may be exercised only during employment or within a
specified period of time after termination of employment, the Administrator may
decide to what extent leaves of absence for governmental or military service,
illness, temporary disability, or other reasons shall not be deemed
interruptions of continuous employment.


6.07. Exercise


          Subject
to the provisions of this Plan and the applicable Agreement, an Option may be
exercised in whole at any time or in part from time to time at such times and
in compliance with such requirements as the Administrator shall determine;
provided, however, that incentive stock options (granted under the Plan and all
plans of the Company and its Affiliates) may not be first exercisable in a
calendar year for stock having a Fair Market (determined as of the date an
Option is granted) exceeding $100,000.
An Option granted under this Plan may be exercised with respect to any
number of whole shares less than the full number for which the Option could be
exercised.  A partial exercise of an
Option shall not affect the right to exercise the Option from time to time in
accordance with this Plan and the applicable Agreement with respect to the
remaining shares subject to the Option.


6.08. Payment


          Unless
otherwise provided by the Agreement, payment of the Option price shall be made
in cash or a cash equivalent acceptable to the Administrator.  If the Agreement provides, payment of all or
part of the Option price may be made by surrendering shares of Common Stock to
the Company.  If Common Stock is used to
pay all or part of the Option price, the sum of the cash and cash equivalent
and the Fair Market Value (determined as of the day preceding the date of
exercise) of the shares surrendered must not be less than the Option price of
the shares for which the Option is being exercised.


6.09. Installment Payment


          If
the Agreement provides, and if the Participant is employed by the Company on
the date the Option is exercised, payment of all or part of the Option price
may be made in installments.  In that
event the Company shall lend the Participant an amount equal to not more than
ninety percent (90%) of the Option price of the shares acquired by the exercise
of the Option.  This


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Tredegar Corporation


Amended and Restated Incentive Plan


amount shall be evidenced by the Participant’s
promissory note and shall be payable in not more than five equal annual
installments, unless the amount of the loan exceeds the maximum loan value for
the shares purchased, which value shall be established from time to time by
regulations of the Board of Governors of the Federal Reserve System.  In that event, the note shall be payable in
equal quarterly installments over a period of time not to exceed five
years.  The Administrator, however, may
vary such terms and make such other provisions concerning the unpaid balance of
such purchase price in the case of hardship, subsequent termination of
employment, absence on military or government service, or subsequent death of
the Participant as in its discretion are necessary or advisable in order to
protect the Company, promote the purposes of the Plan and comply with
regulations of the Board of Governors of the Federal Reserve System relating to
securities credit transactions.


          The
Participant shall pay interest on the unpaid balance at the minimum rate
necessary to avoid imputed interest or original issue discount under the
Code.  All shares acquired with cash
borrowed from the Company shall be pledged to the Company as security for the
repayment thereof.  In the discretion of
the Administrator, shares of stock may be released from such pledge
proportionately as payments on the note (together with interest) are made,
provided the release of such shares complies with the regulations of the
Federal Reserve System relating to securities credit transactions then
applicable.  While shares are so
pledged, and so long as there has been no default in the installment payments,
such shares shall remain registered in the name of the Participant, and he
shall have the right to vote such shares and to receive all dividends thereon.


6.10. Shareholder Rights


          No
Participant shall have any rights as a shareholder with respect to shares
subject to his Option until the date of exercise of such Option.


6.11. Disposition of Stock


          A
Participant shall notify the Company of any sale or other disposition of Common
Stock acquired pursuant to an Option that was an incentive stock option if such
sale or disposition occurs (i) within two years of the grant of an Option
or (ii) within one year of the issuance of the Common Stock to the
Participant.  Such notice shall be in
writing and directed to the Secretary of the Company.


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Tredegar Corporation


Amended and Restated Incentive Plan


ARTICLE VII


STOCK AWARDS


7.01. Award


          In
accordance with the provisions of Article IV, the Administrator will designate
each individual to whom a Stock Award is to be made and will specify the number
of shares of Common Stock covered by such awards; provided, however, that no
Participant may receive Stock Awards in any calendar year for more than 75,000
shares of Common Stock.


7.02. Vesting


          The
Administrator, on the date of the award, may prescribe that a Participant’s
rights in the Stock Award shall be forfeitable or otherwise restricted for a
period of time or subject to such conditions as may be set forth in the
Agreement.  If a Stock Award is not
nonforfeitable and transferable upon its grant, the period of restriction shall
be at least three years; provided, however, that the minimum period of
restriction shall be at least one year in the case of a Stock Award that will
become transferable and nonforfeitable on account of the satisfaction of
performance objectives prescribed by the Administrator.


7.03. Performance Objectives


          In
accordance with Section 7.02, the Administrator may prescribe that Stock Awards
will become vested or transferable or both based on objectives stated with
respect to the Company’s, an Affiliate’s or an operating unit’s return on
equity, earnings per share, total earnings, earnings growth, return on capital,
return on assets, or Fair Market Value.
If the Administrator, on the date of award, prescribes that a Stock
Award shall become nonforfeitable and transferable only upon the attainment of
performance objectives stated with respect to one or more of the foregoing
criteria, the shares subject to such Stock Award shall become nonforfeitable
and transferable only to the extent that the Administrator certifies that such
objectives have been achieved.


7.04. Employee Status


          In
the event that the terms of any Stock Award provide that shares may become
transferable and nonforfeitable thereunder only after completion of a specified
period of employment, the Administrator may decide in each case to what extent
leaves of absence for governmental or military service, illness, temporary
disability, or other reasons shall not be deemed interruptions of continuous
employment.


7.05. Shareholder Rights


          Prior
to their forfeiture (in accordance with the applicable Agreement and while the
shares of Common Stock granted pursuant to the Stock Award may be forfeited or
are


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Amended and Restated Incentive Plan


nontransferable), a Participant will have all rights
of a shareholder with respect to a Stock Award, including the right to receive
dividends and vote the shares; provided, however, that during such period (i) a
Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise
dispose of shares of Common Stock granted pursuant to a Stock Award, (ii) the
Company shall retain custody of the certificates evidencing shares of Common
Stock granted pursuant to a Stock Award, and (iii) the Participant will deliver
to the Company a stock power, endorsed in blank, with respect to each Stock
Award.  The limitations set forth in the
preceding sentence shall not apply after the shares of Common Stock granted
under the Stock Award are transferable and are no longer forfeitable.


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Tredegar Corporation


Amended and Restated Incentive Plan


ARTICLE VIII


INCENTIVE AWARDS


8.01. Award


          The
Administrator shall designate Participants to whom Incentive Awards are
made.  All Incentive Awards shall be
finally determined exclusively by the Administrator under the procedures
established by the Administrator; provided, however, that no Participant may
receive an Incentive Award payment in any calendar year that exceeds the lesser
of (i) 75% of the Participant’s base salary (prior to any salary reduction or
deferral elections) as of the date of grant of the Incentive Award or (ii)
$250,000.


8.02. Terms and Conditions


          The
Administrator, at the time an Incentive Award is made, shall specify the terms
and conditions which govern the award.
Such terms and conditions shall prescribe that the Incentive Award shall
be earned only to the extent that the Company, an Affiliate or an operating
unit, during a performance period of at least one year, achieves objectives
based on return on equity, earnings per share, total earnings, earnings growth,
return on capital, return on assets or Fair Market Value.  Such terms and conditions also may include
other limitations on the payment of Incentive Awards including, by way of
example and not of limitation, requirements that the Participant complete a
specified period of employment with the Company or an Affiliate or that the
Company, an Affiliate, or the Participant attain stated objectives or goals (in
addition to those prescribed in accordance with the preceding sentence) as a
prerequisite to payment under an Incentive Award.  The Administrator, at the time an Incentive Award is made, shall
also specify when amounts shall be payable under the Incentive Award and
whether amounts shall be payable in the event of the Participant’s death,
disability, or retirement.


8.03. Nontransferability


          Except
as provided in Section 8.04, Incentive Awards granted under this Plan shall be
nontransferable except by will or by the laws of descent and distribution.  No right or interest of a Participant in an
Incentive Award shall be liable for, or subject to, any lien, obligation, or
liability of such Participant.


8.04. Transferable Incentive Awards


          Section
9.03 to the contrary notwithstanding, the Administrator may grant transferable
Incentive Awards to the extent that, and on such terms and conditions as may be
permitted by, Securities Exchange Commission Rule 16b-3 as in effect from time
to time.  The holder of an Incentive
Award transferred pursuant to this section shall be bound by the same terms and
conditions that governed the Incentive Award during the period that it was held
by the Participant.


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Tredegar Corporation


Amended and Restated Incentive Plan


8.05. Employee Status


          If
the terms of an Incentive Award provide that a payment will be made thereunder
only if the Participant completes a stated period of employment, the
Administrator may decide to what extent leaves of absence for governmental or
military service, illness, temporary disability or other reasons shall not be
deemed interruptions of continuous employment.


8.06. Shareholder Rights


          No
Participant shall, as a result of receiving an Incentive Award, have any rights
as a shareholder of the Company or any Affiliate on account of such award.


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Tredegar Corporation


Amended and Restated Incentive Plan


ARTICLE IX


ADJUSTMENT UPON CHANGE IN COMMON
STOCK


          The
maximum number of shares as to which Options, Stock Awards and Deferred Stock
Benefits may be granted or issued under this Plan, the terms of outstanding
Options, Stock Awards and Incentive Awards and the per individual limitations
on the number of shares for which Options and Stock Awards may be granted shall
be adjusted as the Committee shall determine to be equitably required in the
event that (a) the Company (i) effects one or more stock dividends, stock
split-ups, subdivisions or consolidations of shares or (ii) engages in a
transaction to which Section 424 of the Code applies or (b) there occurs
any other event which, in the judgment of the Committee necessitates such
action.  Any determination made under
this Article IX by the Committee shall be final and conclusive.


          The
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property, or for
labor or services, either upon direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
the Company convertible into such shares or other securities, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the maximum
number of shares as to which Options, Stock Awards and Deferred Stock Benefits
may be granted or issued, the per individual limitations on the number of
shares for which Options and Stock Awards may be granted or the terms of
outstanding Options, Stock Awards or Incentive Awards.


          The
Committee may make Stock Awards and may grant Options in substitution for
performance shares, phantom shares, stock awards, stock options, stock
appreciation rights, or similar awards held by an individual who becomes an
employee of the Company or an Affiliate in connection with a transaction
described in the first paragraph of this Article IX.  Notwithstanding any provision of the Plan
(other than the limitation of Section 5.02), the terms of such substituted
Stock Awards or Option grants shall be as the Committee, in its discretion,
determines is appropriate.


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Tredegar Corporation


Amended and Restated Incentive Plan


ARTICLE X


COMPLIANCE WITH LAW AND APPROVAL OF
REGULATORY BODIES


          No
Option shall be exercisable, no Common Stock shall be issued, no certificates
for shares of Common Stock shall be delivered, and no payment shall be made
under this Plan except in compliance with all applicable federal and state laws
and regulations (including, without limitation, withholding tax requirements),
any listing agreement to which the Company is a party, and the rules of all
domestic stock exchanges on which the Company’s shares may be listed.  The Company shall have the right to rely on
an opinion of its counsel as to such compliance.  Any share certificate issued to evidence Common Stock when a
Stock Award is granted or for which an Option is exercised may bear such
legends and statements as the Administrator may deem advisable to assure
compliance with federal and state laws and regulations.  No Option shall be exercisable, no Stock
Award shall be granted, no Common Stock shall be issued, no certificate for
shares shall be delivered, and no payment shall be made under this Plan until
the Company has obtained such consent or approval as the Administrator may deem
advisable from regulatory bodies having jurisdiction over such matters.


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Tredegar Corporation


Amended and Restated Incentive Plan


ARTICLE XI


GENERAL PROVISIONS


11.01. Effect on Employment and Service


          Neither
the adoption of this Plan, its operation, nor any documents describing or
referring to this Plan (or any part thereof) shall confer upon any individual
any right to continue in the employ or service of the Company or an Affiliate
or in any way affect any right and power of the Company or an Affiliate to
terminate the employment or service of any individual at any time with or
without assigning a reason therefor.


11.02. Unfunded Plan


          The
Plan, insofar as it provides for grants, shall be unfunded, and the Company
shall not be required to segregate any assets that may at any time be
represented by grants under this Plan.
Any liability of the Company to any person with respect to any grant
under this Plan shall be based solely upon any contractual obligations that may
be created pursuant to this Plan.  No
such obligation of the Company shall be deemed to be secured by any pledge of,
or other encumbrance on, any property of the Company.


11.03. Rules of Construction


          Headings
are given to the articles and sections of this Plan solely as a convenience to
facilitate reference.  The reference to
any statute, regulation, or other provision of law shall be construed to refer
to any amendment to or successor of such provision of law.


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Tredegar Corporation


Amended and Restated Incentive Plan


ARTICLE XII


AMENDMENT


          The
Board may terminate this Plan from time to time.  The Committee may amend this Plan from time to time; provided,
however, that the approval of the Board shall be required to amend Article IV
or Sections 5.02 or 6.02 hereof; and provided, further, that no amendment may
become effective until shareholder approval is obtained if (i) the
amendment increases the aggregate number of shares of Common Stock that may be
issued under the Plan or (ii) the amendment changes the class of individuals
eligible to become Participants.  No
amendment shall, without a Partici­pant’s consent, adversely affect any rights
of such Participant under any outstanding Stock Award, Option or Incentive
Award outstanding at the time such amendment is made.


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Tredegar Corporation


Amended and Restated Incentive Plan


ARTICLE XIII


DURATION OF PLAN


          No
Stock Award, Option or Incentive Award may be granted under this Plan after
February 24, 2009.  Stock Awards,
Options and Incentive Awards granted before that date shall remain valid in
accordance with their terms.  Deferred
Stock Benefits may be issued at any time; provided that a sufficient number of
shares of Common Stock remains available pursuant to Section 5.02.


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Tredegar Corporation


Amended and Restated Incentive Plan


ARTICLE XIV


EFFECTIVE DATE OF PLAN


          Options and
Incentive Awards may be granted under this Plan upon its adoption by the Board,
provided that no Option or Incentive Award shall be effective or exercisable
unless this Plan is approved by a majority of the votes entitled to be cast by
the Company’s shareholders, voting either in person or by proxy, at a duly held
shareholders’ meeting within twelve months of such adoption.  Stock Awards may be granted and Deferred
Stock Benefits may be issued under this Plan upon the later of its adoption by
the Board or its approval by shareholders in accordance with the preceding
sentence.


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