Exhibit
10.(a)


 


 


BEMIS
RETIREMENT PLAN


 


 


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


 

















 


BEMIS
RETIREMENT 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

  



 


i

















 


	
  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

  



 


ii

















 


	
  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

  



 


iii

















 


	
  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

  



 


iv

















 


	
  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

  



 


v
















 


BEMIS RETIREMENT PLAN


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


 


ARTICLE I


 


GENERAL


 


Sec. 1.1  Name
of Plan.  The name of
the 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 that
eligible employees will have a source of retirement income in addition to the
other sources of retirement income available to them.


 


Sec. 1.3  History
of the Plan.  The Company
on 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 to
be provided for eligible employees. 
Subsequently, on March 12, 1958 the Company established the Bemis
Bro. Bag Company Supplemental Pension Plan (sometimes referred to as “SPP”).  Thereafter, the two plans were amended and
combined into one plan, the Bemis Retirement Plan, said amendment being
effective as of December 31, 1961 for the S&RIP and as of January 1,
1962 for the SPP.  Subsequently, the Plan
was amended from time to time.


 


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


 


Sec. 1.5  Company.  The “Company” is Bemis Company, Inc., a
Missouri corporation.


 


Sec. 1.6  Participating
Employer.  The Company
is a Participating Employer in the Plan. 
With the consent of the Company, any other employer may also become a
Participating Employer effective as of a date specified by it in its adoption
of the Plan.  Also with such consent, any
such adopting employer may modify the provisions of the Plan as they shall be
applicable to its employees.  The other
Participating Employers on January 1, 2009 are:


 


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


 


(b)           Curwood, Inc.
a Delaware corporation.


 


(c)           Electronic
Printing Products, Inc., an Ohio corporation.


 


(d)           MACtac
Engineered Products, Inc., an Ohio corporation.


 


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


 


(f)            Morgan Adhesives
Company, an Ohio corporation.


 


1

















 


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


 


Sec. 1.7  Construction
and Applicable Law.  The
Plan is intended to meet the requirements for qualification under Code §
401(a).  The Plan is also intended to be
in full compliance with applicable requirements of ERISA. The Plan shall be
administered and construed consistent with said intent.  It shall also be construed and administered
according to the internal, substantive laws of the State of Wisconsin (without
regard to the conflict of law rules of the State of Wisconsin or of any
other jurisdiction) to the extent that such laws are not preempted by the laws
of the United States of America.  All
controversies, disputes, and claims arising hereunder shall be submitted to the
United States District Court for the Eastern District of Wisconsin.


 


Sec. 1.8  Benefits
Determined Under Provisions in Effect at Termination of Employment.  Except as may be specifically provided herein
to the contrary, with respect to a Participant whose Termination of Employment
has occurred, benefits under the Plan attributable to service prior to his or
her Termination of Employment shall be determined and paid in accordance with
the provisions of the Plan as in effect on the date the Participant’s
Termination of Employment occurred unless he or she becomes an Active
Participant after that date and such active participation causes a contrary
result under the provisions hereof.


 


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


 


2

















 


ARTICLE II


 


MISCELLANEOUS DEFINITIONS


 


Sec. 2.1  Accrued
Monthly Pension.   “Accrued
Monthly Pension” is defined in Sec. 4.5.


 


Sec. 2.2  Accumulated
Interest.  “Accumulated
Interest” respecting employee contributions made prior to their discontinuance
effective January 1, 1972 and respecting the cash value of certain annuity
contracts purchased in 1962 shall be determined as follows:


 


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


 


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


 


(c)                                  Accumulated
Interest 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 month
in which said determination is to be made, but not later than the date as of
which benefits with respect to the Participant commence under the Plan.  If a retroactive pension payment is made with
respect to a Participant, Accumulated Interest will not accrue after the first
day of the earliest month with respect to which the retroactive payment is
made.


 


Sec. 2.3  Active
Participant.  An employee
is an “Active Participant” only while both a Participant and a Qualified
Employee.


 


Sec. 2.4.  Actuarial
Equivalent.   “Actuarial
Equivalent” is defined in Sec. 4.10.


 


Sec. 2.5  Actuarial
Value.   “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 to
time pursuant to Article X.


 


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


 


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


 


Sec.  2.9  Bemis Elapsed Time.  “Bemis Elapsed Time” is
defined 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 benefit
payable under  Sec. 7.4(a) (life and
120


 


3

















 


months
certain) or 7.5 (other death benefits). 
Participants covered by certain Appendices to the Plan may also
designate 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 consent
of 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 may
prescribe, and shall be filed with the Company prior to the Participant’s
death.  If at the time a death benefit
becomes payable there is not on file with the Company a fully effectual
designation of Beneficiary, or if the designated Beneficiary does not survive
the Participant, the Beneficiary shall be the person or persons surviving the
Participant in the first of the following classes in which there is a survivor,
share and share alike:


 


(a)           the Participant’s
spouse;


 


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


 


(c)                                  the Participant’s
parents;


 


(d)                                 the Participant’s
brothers and sisters;


 


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


 


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


 


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


 


Sec. 2.12  Code.  “Code” means the Internal Revenue Code of
1986 as from time to time amended.


 


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


 


Sec. 2.14  Credited
Service.   “Credited
Service” is defined in Sec. 3.5.


 


Sec. 2.15  Disability
Retirement.   “Disability
Retirement” is defined in Sec. 4.3.


 


4

















 


Sec. 2.16  Early
Retirement.   “Early
Retirement” is defined in Sec. 4.2.


 


Sec. 2.17  Elapsed
Time.   “Elapsed Time” is
defined in Sec. 3.4.


 


Sec. 2.18  Eligibility
Computation Period.   “Eligibility
Computation Period” is defined in Sec. 3.6.


 


Sec. 2.19  Employment
Commencement Date.    “Employment Commencement Date” is defined in
Sec. 3.1.


 


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


 


Sec. 2.21  Final
Average Earnings.   “Final
Average Earnings” is defined in Sec. 4.8.


 


Sec. 2.22  Fund.  “Fund” means the aggregate of assets
described in Sec. 9.1.


 


Sec. 2.23  Funding
Agency.  “Funding
Agency” is a trustee or trustees or an insurance company appointed and acting
from time to time in accordance with the provisions of Sec. 9.2 for the purpose
of holding, investing, and disbursing all or a part of the Fund.


 


Sec.  2.24  Group A Participant.   “Group A Participant” means a Participant who
meets 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’s
age on December 31, 2005, which is the Participant’s age on his or her 2005
birthday, plus a fractional year of age equal 1/365 of a year for each day
after said birthday and prior to January 1, 2006.


 


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


 


Sec. 2.25  Group
B Participant.  “Group B
Participant” means any Participant who does not meet the requirements to be a
Group A Participant as set forth in Sec. 2.24.


 


Sec. 2.26  Hour of
Service.   “Hour of
Service” is defined in Sec. 3.8.


 


Sec. 2.27  Leased
Employee.  “Leased
Employees” within the meaning of Code § 414(n)(2) and individuals who
would meet those requirements but for failure to complete a year of leased
service 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

















 


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


 


Sec. 2.28  Long-Term
Disability Plan (Pre-2006).  “Long Term Disability
Plan (Pre-2006)” for purposes of applying the special rules in Sec. 6.17
means the long-term disability insurance program maintained prior to 2006 for
most salaried and office clerical employees of the Participating
Employers.  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 not
include:


 


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


 


(b)                                 Long-term
disability insurance offered initially in 2005 to certain non-exempt plan
employees through CIGNA long-term policy LK 6337 (Class 3) or any
successor to such insurance.


 


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


 


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


 


Sec. 2.31  Normal
Retirement.   “Normal
Retirement” is defined in Sec. 4.1.


 


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


 


(a)                                  Except as
provided in (b) and (c), a Participant’s Normal Retirement Age shall be
determined 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

  



 


6

















 


(b)                                 However, if a Participant’s
earliest Employment Commencement Date is on or after March 1, 2000 and is
on or after the date the Participant attains age 62, his or her Normal Retirement
Age is not earlier than the third annual anniversary of his or her date of
hire.  For example, if a Participant is
hired 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)                            For
Participants who are “Eligible Employees” as defined in Sec. 6.11(a), Normal
Retirement Age is age 65, regardless of year of birth.


 


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


 


Sec. 2.34  Participant.  A “Participant” is an individual described as
such in Article V.


 


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


 


Sec. 2.36  Primary
Social Security Benefit.   “Primary Social Security Benefit” is defined
in Sec. 4.9.


 


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


 


(a)                                  Qualified
Employee includes:


 


(1)                                  Employees of a
Participating Employer who are compensated in whole or in part on a regular
stated salary basis.


 


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


 


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


 


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


 


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


 


7

















 


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


 


(d)                                       Eligibility of
employees in a collective bargaining unit to participate in the Plan shall be
subject to negotiations with the representative of that unit. During any period
that an employee is covered by the provisions of a collective bargaining
agreement between a Participating Employer and such representative he or she
shall not be considered a Qualified Employee for purposes of this Plan unless
such agreement expressly so provides. 
For purposes of this section only, such an agreement shall be deemed to
continue after its formal expiration during collective bargaining negotiations
pending the execution of a new agreement.


 


(e)                                        An employee
shall be deemed to be a Qualified Employee during a period of absence from
active service which does not result from Termination of Employment, provided
he or she is a Qualified Employee at the commencement of such period of
absence.


 


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


 


(1)           Milprint
Longview (formerly Paramount Texas).


 


(2)           Milprint
Oshkosh North (formerly Banner Packaging).


 


(3)           Curwood -
Fremont.


 


(4)           Hazleton.


 


(5)           MACtac
Scranton.


 


(6)           Milprint
Corporate - Oshkosh.


 


(7)           Milprint
Denmark.


 


(8)           Milprint
Lancaster.


 


(9)           Milprint
Lebanon.


 


(10)         Perfecseal
Philadelphia.


 


8

















 


(g)                                 The Plan as in
effect prior to January 1, 1997 excluded employees at the following
locations.  Effective as of January 1,
1997, employees at these locations are no longer excluded.  Service prior to January 1, 1997 is
recognized as provided:


 


(1)                                  Non-exempt
employees at the Nellis, Nevada plant of Morgan Adhesives, Inc. are
Qualified Employees from the date of hire.


 


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


 


(h)                                 An employee is
not 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 at
this location on or after January 1, 1998.


 


(i)                                     An employee is
not a Qualified Employee during any period of employment at one of the
following locations:


 


(1)           Enterprise
Software, Inc.


 


(2)           Paramount
Chalfont.


 


(j)                                     An employee
whose permanent assignment is outside the United States is not a Qualified
Employee during a period when he or she is on temporary assignment within the
United States.


 


Sec.
2.38  Qualified Military Service.  “Qualified Military Service” is defined in
Sec. 8.17.


 


Sec. 2.39  Recognized
Break In Service.   “Recognized
Break In Service” is defined in Sec. 3.3.


 


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


 


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


 


Sec. 2.42  USERRA.  “USERRA” is defined in Sec. 8.17, which
outlines certain special benefit provisions applicable to employees returning
following Qualified Military Service.


 


Sec. 2.43  Vested
Termination.  “Vested Termination” is defined in
Sec. 4.4.


 


Sec. 2.44  Year of
Eligibility Service. “Year of Eligibility Service” is defined in
Sec. 3.7.


 


9
















 


ARTICLE III


 


SERVICE
PROVISIONS


 


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


 


Sec.
3.2  Termination of Employment.  The “Termination of Employment” of an
employee for purposes of the Plan shall be deemed to occur on the date of
resignation, discharge, retirement, death, failure to return to active work at
the end of an authorized leave of absence or the authorized extension or
extensions thereof, failure to return to work when duly called following a
temporary layoff, or upon the happening of any other event or circumstance
which, 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 a
transfer between any combination of Participating Employers and Affiliates.


 


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


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


(c)           Except as otherwise
specifically provided herein, service with an employer prior to the date it
becomes a Participating Employer or Affiliate shall not be included in an
employee’s Elapsed Time.  However, if a
Participant was an employee of any entity listed in this subsection immediately
prior to the acquisition of that entity or some or all of its assets by the
Company or an Affiliate, the Participant’s Elapsed Time for purposes of
determining vesting under the Plan and for purposes of determining eligibility
for an Early Retirement benefit, Disability Retirement benefit, or Qualified
Preretirement Survivor Annuity shall include continuous service beginning on
the Participant’s last date of hire prior to such acquisition date.  However, the pre-acquisition service is not
recognized as Credited Service. 
Preacquisition service at locations acquired before 1981 is recognized
to 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, a
division of Technographics, Inc., from which the MACtac Scranton OH
location was acquired on January 3, 1994.


 


(4)           Hargro Health Care
Packaging, 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 before
acquisition by Bemis.


 


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


 


(7)           Paramount Packaging
Corporation, from which the Milprint Shelbyville TN and Milprint Longview TX
locations were acquired January 1, 1997.


 


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


 


11

















 


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


 


(10)         Arrow Industries, from which
certain 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., from
which certain assets were leased and employees hired and from which the MACtac
Los Angeles location was acquired February 7, 2001.


 


(13)         Duralam, Inc., from
which 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 which
the Bemis Clysar location was acquired July 31, 2002.


 


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


 


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


 


(f)            Solely for purposes of
determining whether a Participant’s attained age and Elapsed Time totals 65 or
more so that the individual satisfies the requirements of Sec. 6.16(b), an
individual placed on leave of absence due to closing of the locations listed in
Sec. 6.16(a) will be credited with Elapsed Time for the period of said
leave of absence.  Such additional
Elapsed Time will not be recognized as Credited Service.


 


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


 


(a)           Credited Service does not
include service when the employee was not a Qualified Employee, except as
follows:


 


(1)           An employee who
was a Qualified Employee on January 1, 1976 shall be deemed to be a
Qualified Employee during periods of service prior to said date during which he
or she would have been a Qualified Employee but for the fact he or she was
neither compensated in whole or in part on a regular stated salary basis nor
employed in an office clerical position. 



 


12

















 


Credited Service for the
period prior to January 1, 1976 shall be adjusted to reflect such
additional service as a Qualified Employee.


 


(2)           If a former employee was not
an employee of a Participating Employer or Affiliate on January 1, 1976 but
subsequently was re-employed and became a Qualified Employee upon
re-employment, he or she shall be deemed to be a Qualified Employee during
periods of service prior to January 1, 1976 during which he or she would
have been a Qualified Employee but for the fact he or she was neither
compensated in whole or in part on a regular stated salary basis nor employed
in an office clerical position; provided, however, that he or she shall not be
deemed to be a Qualified Employee for any such additional period with respect
to which he or she is eligible to receive a vested benefit pursuant to any
other 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 Qualified
Employee.


 


(3)           Except as provided in the
following sentence, service in Canada as an employee of a Participating
Employer or Affiliate is not recognized as Credited Service.  However, if an employee of MACtac-Canada
Limited 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 to
the limitations in (b) and (e).


 


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


 


(5)           If an employee was an Active
Participant on April 30, 1997, his or her Credited Service will include
Elapsed Time as an employee of Master Palletizer Systems, Inc. on or after
June 18, 1985.


 


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


 


13

















 


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


 


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


 


(c)           Service with an employer
prior to the date it becomes a Participating Employer is not included in
Credited Service, except as follows:


 


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


 


(2)           Such service shall be
included in Credited Service to the extent provided in any applicable appendix
to the Plan.


 


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


 


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


 


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


 


(e)           If a Participant withdrew
employee contributions or received a single sum distribution in lieu of a
monthly pension, his or her Credited Service will be disregarded if so provided
in the Plan provision pursuant to which the withdrawal or distribution
occurred.


 


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


 


14

















 


(g)           If a Group A Participant has
a Termination of Employment after December 31, 2005 and is later rehired
by a Participating Employer, no additional Credited Service will accrue during
the period of reemployment.


 


(h)           If a Group A Participant
permanently transfers to a position outside the U.S. with the Company or an
Affiliate 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. will
be included in his or her Credited Service.


 


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


 


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


 


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


 


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


 


15

















 


preacquisition service at a location is recognized
as Elapsed Time for vesting under Sec. 3.4, Hours of Service during that period
will also be recognized for purposes of determining Years of Eligibility
Service.


 


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


 


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


 


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


 


(1)           Each hour for
which the employee is paid, or entitled to payment, for the performance of
duties for his or her employer during the applicable computation period is an
Hour of Service.


 


(2)           Each hour for
which the employee is paid, or entitled to payment, by his or her employer on
account of a period of time during which no duties are performed (irrespective
of 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 the
following:


 


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


 


(B)           Hours of
Service shall not be credited for a payment which solely reimburses the
individual for medical or medically related expenses.


 


(C)           For purposes of
this paragraph a payment shall be deemed to be made by or due from an employer
regardless of whether such payment is made by or due from the employer
directly, or indirectly through, among others, a trust fund or insurer to which
the employer contributes or pays premiums and regardless of whether
contributions made or due to the trust fund, insurer, or other entity are for
the benefit of particular employees or are on behalf of a group of employees in
the aggregate.


 


16

















 


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


 


(4)           Hours under
this subsection shall be calculated and credited pursuant to section
2530.200b-2 of the Department of Labor Regulations, which are incorporated
herein by this reference.


 


(5)           The Company may
use any record to determine Hours of Service which it considers an accurate
reflection of the actual facts.


 


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


 


(d)           If an employee
becomes eligible to receive benefits under a sickness and accident program
sponsored by his or her employer, his or her Hours of Service, when aggregated
with the Hours of Service to which he or she is entitled with respect to said
period of absence pursuant to the foregoing provisions of this section, shall
be equal to 190 Hours of Service for each month for which sickness and accident
benefits are paid.


 


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


 


(f)            In no event
shall 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 and
will become employees of Morgan Adhesives Company after completing
approximately 480 hours or 90 days of service with the agency.  In such cases, the individual’s service with
the agency at Morgan’s Columbus facility will be recognized under this Plan for
purposes of determining Years of Eligibility Service, Elapsed Time and Credited
Service.


 


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


 


17

















 


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


 


18
















 


ARTICLE IV


 


BENEFIT
DEFINITIONS


 


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


 


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


 


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


 


Sec. 4.4  Vested Termination.  “Vested Termination” means any Termination of
Employment of a Participant (except termination by his or her death) that
occurs after he or she completes five years of Elapsed Time and that is not
defined herein as a form of retirement. 
However, each Participant employed at the Hayssen Duncan, Bemis
Packaging Machinery (BPMC) or Accraply location who has a Termination of
Employment on or about May 5, 1997 due to sale of said locations is
eligible for Vested Termination even if he or she had fewer than five years of
Elapsed Time.


 


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


 


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


 


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


 


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


 


(B)           The amount in (i) divided
by the amount in (ii):


 


19

















 


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


 


(ii)           30 years.


 


(C)           The Participant’s Service
Ratio.


 


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


 


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


 


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


 


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


 


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


 


(A)          50% of the Participant’s Final Average Earnings
minus 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 of
Credited Service through December 31, 2005 plus 1/12 of a year for each
month during the period beginning on January 1, 2006 and ending on his or
her Normal Retirement Date.


 


20

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)           The Participant’s
actual years of Credited Service.


 


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


 


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


 


21

















 


Sec.
4.7  Monthly Earnings.  The “Monthly Earnings” of an employee whose
Termination of Employment occurs on or after January 1, 1997 shall be
determined as follows:


 


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


 


(1)           An amount equal
to his or her regular monthly salary as in effect on January 1 of said
Plan Year plus, where applicable, an amount equal to the total commissions paid
to him  or her during the preceding Plan
Year divided by 12.  In any case where an
employee was not a Qualified Employee on January 1 of a Plan Year, but
transferred to a position as a Qualified Employee on a later date in said Plan
Year, Monthly Earnings for said Plan Year shall be determined according to the
preceding sentence except that said amount shall be based on salary in effect
immediately 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 the
basis of a Participant’s January 1, 2009 or 2010 salary rate may not
exceed $20,416.67, reflecting the 2009 and 2010 Code § 401(a)(17) limit.


 


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


 


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


 


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


 


However, if the employee was
never a Qualified Employee at any time during the preceding Plan Year, this
paragraph (2) shall not be applicable and Monthly Earnings shall be
determined pursuant to paragraph (1). 
Said sum shall not exceed the limit under Code § 401(a)(17) for the
preceding Plan Year. For example, Monthly Earnings determined under this
paragraph for 2009 on the basis of 2008 total compensation and earned bonus may
not exceed $19.166.66, which is one-twelfth of the 2008 Code § 401(a)(17)
limit.


 


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


 


22

















 


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


 


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


 


(c)           Notwithstanding the
foregoing:


 


(1)           No Monthly
Earnings shall be determined for an employee for a Plan Year unless he or she
was a Qualified Employee during part or all of that Plan Year.  However, if a Participant who was age 34 or
younger transferred on or after September 28, 1990, and before January 1,
1997, from a position as a Qualified Employee to a position in which the
individual was a salaried, office clerical, or supervisory employee at a
location listed in Sec. 2.37(f) or at an Affiliate which is not a
Participating Employer, Monthly Earnings will continue to be determined for
each 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 a
Qualified Employee due to application of Sec. 2.37(c) (relating to
non-resident aliens) or Sec. 2.37(d) (relating to bargaining unit
employees), or during any period while the individual’s principal place of
employment is outside the United States.


 


(2)           Allowances or reimbursements
for expenses, payments or contributions to or for the benefit of the employee
under any profit sharing, insurance, workers’ compensation or other employee
benefit plan, income derived from receipt or exercise of stock options, phantom
stock awards, or benefits in the form of property or the use of property shall
not be included in computing Monthly Earnings.


 


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


 


(4)           If an employee elects to
defer 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) is
the monthly salary rate in effect before any voluntary deferral. Similarly, the
annual bonus under (a)(2)(B) is the amount earned without regard to any 


 


23

















 


election to defer
receipt.  When the deferred compensation
later is paid to the employee, it will not be included in Monthly Earnings at
the time of payment.


 


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


 


(e)           Notwithstanding any other
provision of this section to the contrary, if a Participant’s service in Brazil
with 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 her
transfer to Brazil and ending before his or her return to the United States
shall be equal to the average of his or her last Monthly Earnings rate before
the transfer and first Monthly Earnings rate after the return.


 


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


 


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


 


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


 


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


 


Sec.
4.8  Final Average Earnings.   A Participant’s “Final Average Earnings” is
the highest average Monthly Earnings for any five consecutive years out of the
last 15 years for which Monthly Earnings was determined under Sec. 4.7, or the
average for all such years if five or less.  
Years for which no Monthly Earnings was determined are disregarded in
determining this average, and the years used to determine the average may be
interspersed with the years for which there was no Monthly Earnings.  For example, if a Participant had Monthly
Earnings 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 year
period used in this section would be 1977 through 1988 and 2003 through 2005,
and the five highest consecutive years


 


24

















 


would be 1987, 1988, 2003, 2004 and 2005 if
they produced the highest average.  Because
the 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” for
purposes of the Plan is an amount estimated by the Company as of the date of an
employee’s Termination of Employment to be the Social Security Act primary
monthly old-age insurance benefit to which such employee is entitled on the
basis of his or her employment record, with benefit payments commencing for the
month in which he or she attains Normal Retirement Age or in which his or her
Termination of Employment occurs, if later. 
In making such estimate, recognition shall be given to any adjustment in
the benefit that is retroactive to the month in which he or she attains Normal
Retirement Age or the month in which his or her Termination of Employment
occurs, if later.  Such estimate shall be
made as follows:


 


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


 


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


 


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


 


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


 


(B)           If the employee does not
elect to supply the Company with actual wage history, the estimate is
consistent with subsection (c).


 


(b)           The employee’s wage history
prior to his or her Employment Commencement Date shall be determined as
follows:


 


(1)           The employee
has the right to elect to supply the Company with his or her actual wage
history as provided in subsection (d).


 


(2)           If the employee does not
elect to supply the Company with his or her actual wage history, an estimate of
wage history prior to his or her Employment Commencement Date shall be made in
a manner consistent with subsection (c).


 


(c)           If an employee does not
elect to supply the Company with actual wage history, any estimate of wage
history prior to his or her Termination of Employment or Employment
Commencement Date shall be made by applying a salary scale, projected
backwards, to the employee’s annual rate of compensation as in effect 


 


25

















 


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


 


(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 Security
Benefit on the basis of the employee’s actual wage history as furnished by the
Social Security Administration or such other source as the Company deems to be
reliable. The employee must, however, supply the Company with satisfactory
documentation of the actual wage history within a reasonable period of time
following the later of his or her Termination of Employment and the date the
Company notifies him or her of the benefit, if any, that he or she is entitled
to receive under the Plan.


 


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


 


(f)            Estimates under this section
shall be based on the assumption that after the December 31 immediately
preceding the employee’s Termination of Employment, there will be no benefit or
wage base changes under the Social Security Act resulting from changes in the
cost of living.


 


(g)           Estimates under this section
shall be based on the assumption that the employee will be in covered
employment under the Social Security Act until attainment of Normal Retirement
Age and will continue to receive compensation that would be treated as wages
for purposes of the Social Security Act at the same annual rate as he or she
received such compensation for the Plan Year ending on the December 31
coincident with or immediately preceding Termination of Employment.


 


(h)           Estimates under this section
shall be based on the assumption that the employee will make timely application
to receive a Social Security Act primary monthly old-age insurance benefit with
payments commencing for the month in which he or she attains Normal Retirement
Age, or the month in which Termination of Employment occurs, if later, and will
not be disqualified from receiving said payments by employment,
self-employment, or in any other way.


 


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


 


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


 


26

















 


	
  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 the
above table, the difference in age between the Participant and the Participant’s
spouse or designated joint annuitant, as the case may be, shall be measured in
whole years, and partial years shall be disregarded.


 


(b)           For determinations pursuant
to Sec. 8.12, the “Actuarial Equivalent” factors are as specified in that
section.


 


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


 


27

















 


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


 


(2)           The mortality
table used for such calculations is the “applicable mortality table” for the
calendar 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 also
be used (i) for purposes of Sec. 8.6 in determining the present value of
accrued benefits which are to be paid under a qualified domestic relations
order, (ii) for purposes of the adjustment in Sec. 7.3 of Appendix A if a
Hayssen Plan Participant withdraws his or her Prior Service Benefit, (iii) for
purposes of determining whether the Plan is “top heavy” under Sec. 14.2, and (iv) for
all purposes for which Actuarial Equivalents must be determined under the plan
except as specifically provided elsewhere in the Plan.


 


(d)           Each determination involving
an Actuarial Equivalent shall be made in accordance with any applicable
regulation promulgated by the Secretary of Labor or the Secretary of the
Treasury.


 


28
















 


ARTICLE V


 


PLAN
PARTICIPATION


 


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


 


Sec.
5.2  Duration of Participation.  A Participant shall continue to be such until
the later of:


 


(a)                                  His or her
Termination of Employment.


 


(b)                                 The date all
benefits, if any, to which he or she is entitled hereunder have been
distributed from the Fund.


 


Sec.
5.3  No Guarantee of Employment.  Participation in the Plan does not constitute
a guarantee or contract of employment with the employee’s Participant
Employer.  Such participation shall in no
way interfere with any rights the Participating Employer would have in the
absence of such participation to determine the duration of the employee’s
employment with the Participating Employer.


 


29

















 


ARTICLE VI


 


PENSION
BENEFITS


 


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


 


Sec.
6.2  Pension on Early Retirement.  On Early Retirement, a Participant shall be
entitled to a pension payable monthly for life, the first payment to be made on
the first day of the month following his or her Normal Retirement Date (if he
or she is living on said first day of the month) and the last payment to be
made as of the first day of the month in which his or her death occurs, in a
monthly amount equal to his or her Accrued Monthly Pension. However, he or she
may elect a monthly pension which is in lieu of the aforesaid pension, the
first payment to be made as of the first day of any month he or she elects
which is after the Early Retirement and prior to his or her Normal Retirement
Date (if he or she is living on the commencement date so elected) and the last
payment to be made as of the first day of the month in which his or her death
occurs, 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 each
additional month by which the pension commencement date precedes his or her
Normal Retirement Date.


 


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


 


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


 


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


 


(b)                                 If the
Participant’s Disability Retirement occurs prior to the date he or she attains
age 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 each
additional month by which the commencement date precedes his or her Normal
Retirement Date.


 


30

















 


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


 


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


 


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


 


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


 


(a)                                  In cases where
service outside the United States is recognized as Credited Service under this
Plan, said reduction also shall apply with respect to any benefits a
Participant accrued under a retirement plan financed in whole or in part by a
Participating Employer or Affiliate outside the U.S. for the benefit of
employees working outside the U.S.


 


(b)                                 If an
individual Participant transfers to or from a position covered by the Bemis
Hourly Retirement Plan (the “BHRP”), any benefit accrued under this Plan for
the Plan Year the transfer occurred will not be offset by benefits accrued for
the same year under the BHRP.  The
preceding sentence only applies to individual transfers; if a location or group
of employees transfers from the BHRP to this Plan or vice versa, and the same
period of service is recognized under both plans, 


 


31

















 


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


 


Sec.
6.6  Amendments Affecting Pension
Rights. 
Notwithstanding the foregoing provisions, in the event of an amendment
to the Plan, the following shall be applicable:


 


(a)                                  The amendment
shall 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 conformity
with said section.


 


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


 


Sec.
6.7  Suspension of Benefits and Effect
of Reemployment.  If a
Participant has a Termination of Employment and is subsequently reemployed by a
Participating Employer, or if a Participant’s employment with a Participating
Employer continues after he or she attains Normal Retirement Age, the following
shall be applicable:


 


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


 


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


 


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


 


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


 


(c)                                  If a monthly
pension payment is made for a calendar month and it later is determined that
such payment was subject to permanent withholding, the amount 


 


32

















 


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


 


(d)                                 The Company
shall notify a Participant of any suspension under subsection (a)(2) or
(b).  The notice shall conform to the
requirements of Section 2530.203-3(b)(4) of the Department of Labor
Regulations.


 


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


 


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


 


(1)           Pay received during the
period of reemployment will be disregarded for purposes of determining the
individual’s Monthly Earnings.


 


(2)           Service during the period of
reemployment will be disregarded for purposes of determining the individual’s
Credited Service.


 


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


 


(A)                              Calculate
amount payable upon date benefits resume, based on early commencement reduction
factor for that date.


 


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


 


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


 


33

















 


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


 


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


 


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


 


Sec.
6.9  Effect of Participation in
Variable Annuity Fund Prior to January 1, 1969. Pursuant to Article 9
of 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 funded
through a “Variable Annuity Fund.” Effective as of January 1, 1969, said
elections were no longer effective and said Variable Annuity Fund was
discontinued with respect to Participants hereunder.  However, a Participant in the Plan on or
after January 1, 1969 who made such election under the prior provisions of
the 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 all
contributions on his behalf that were allocated to said Variable Annuity Fund,
to the extent such increase is attributable to the investment experience of the
Variable Annuity Fund in excess of the assumed yield rate for said Variable
Annuity Fund.  The Actuary shall
determine 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 the
Plan as previously in effect.  At such
time as a Participant who made such an election under the prior provisions of
the 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 the
same form as the benefit under said provisions. 
Said supplemental benefit shall be the Actuarial Equivalent of the
amount deemed to be an employee contribution pursuant to this section, together
with Accumulated Interest from the year 1968.


 


Sec.
6.10  Preservation of Benefits Under
Pre-1972 Formula.  The
pension 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 the
Plan as in effect on December 31, 1988.


 


Sec.
6.11  Preservation of Benefits Under
Pre-1997 Formula.  For
each 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 of
the Plan as in effect on December 31, 1996.  Also, for each person who was a Participant
on March 31, 1997, regardless of whether he or she is an Eligible
Employee, his or her benefit under the Plan will not be less than the amount
determined under subsection (c):


 


(a)                                  Definition of
Eligible Employee.  A
Participant is an “Eligible Employee” for purposes of this section if he or she
meets the requirements of (1) and (2):


 


34

















 


(1)           The
requirements of this paragraph (1) are met if he or she had an Employment
Commencement Date prior to January 1, 1992.  For this purpose, if he or she first became
an employee of the Company or a subsidiary of the Company through an
acquisition, and the acquisition occurred before July 1, 1996, the
individual’s Employment Commencement Date is his or her most recent date of
hire by the acquired company.  Persons
who became employees of the Company or a Company subsidiary through
acquisitions on or after July 1, 1996 do not satisfy the
requirements of this paragraph, and therefore are not Eligible
Employees.


 


(2)           The
requirements of this paragraph (2) are met if any one of the following
requirements is satisfied:


 


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


 


(B)                                The individual
was an active employee on January 1, 1997 in a group that became eligible
to participate in the Plan on said date, and if the individual became an
employee of the Company or a Company subsidiary through an acquisition, the
acquisition occurred before July 1, 1996. 
(Individuals who became employees of the Company or its subsidiaries
through acquisitions on or after July 1, 1996 do not satisfy this
requirement.)


 


(C)                                He or she had
an Early Retirement prior to December 31, 1996, but becomes a Qualified
Employee after said date.


 


Also, a Participant employed
at Bemis Packaging Machinery Company, Hayssen Manufacturing Company, or
Accraply, Inc. immediately prior to sale of these units on May 6,
1997 is an Eligible Employee regardless of whether he or she meets the
requirements of (1) and (2).  In
addition, Patricia Stone (Employee ID 108484) and Gary Vacek (Employee ID
103002) are Eligible Employees regardless of whether they meet the requirements
of (1) and (2).


 


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


 


(1)           Normal
Retirement Age.  For Eligible
Employees, Normal Retirement Age under the Plan is age 65, regardless of the
year of the Participant’s birth.


 


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


 


35

















 


or
her Accrued Monthly Pension, multiplied by the early retirement factor
determined from the table set forth below according to the Participant’s age
when 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 proportionate
intermediary percentage will be applied for each completed month after the
given age is attained.)


 


(3)          Disability
Retirement.  The early
retirement factors in (2) also apply if an Eligible Employee has a
Disability Retirement after attaining age 55. 
If the Eligible Employee’s Disability Retirement occurs after the
Participant attains age 50 but before he attains age 55, the reduction factor
is 5/9 of 1% for each of the first 60 months and 5/18 of 1% for each additional
month by which the benefit commencement date precedes age 65.


 


(4)           Social Security
Supplement.  If an
Eligible Employee has an Early Retirement and elects to have his or her pension
begin 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 shall
receive a supplemental benefit equal to (i) 50% of his or her Primary
Social 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 the
fraction in Sec. 4.5 (b)(2)(B) (if the Eligible Employee is a Group B
Participant); multiplied by (iii) the early retirement factor determined
from the table set forth in (b)(2) of this section according to the
Participant’s age when payments commence.


 


(c)                                  Benefits Will
Not Be Less Than Amount Accrued Through March 31, 1997 Under Plan As Then
In Effect.  For any
person who was a Participant on March 31, 1997, and who qualifies for a
benefit under Sec. 6.1, 6.2, 6.3 or 6.4, his or her monthly pension will not be
less than an amount determined as follows:


 


36

















 


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


 


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


 


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


 


Sec. 6.12  Special Vested Termination Provisions For
Employees At Certain Discontinued Operations.  If a Participant was employed immediately
prior to his or her Termination of Employment at a location listed in
subsection (a), the Termination of Employment occurred on or after the date
specified in subsection (a) for the Participant’s location, and the
Participant meets the requirements of subsection (b), his or her pension on
Vested Termination will be calculated as provided in subsection (c):


 


(a)                                  Locations and
dates covered:


 


(1)           Hayssen
Manufacturing Company, Accraply, Inc., and Bemis Packaging Machinery
Company (a division of Bemis Company, Inc.), but only if the Participant’s
Termination of Employment occurred on or after May 1, 1997.


 


(2)           Pepperell, Massachusetts
plant, but only if Participant’s Termination of Employment occurred on or after
January 1, 1998.


 


(b)                                 A Participant
meets the requirements of this subsection (b) only if all of the following
requirements are met:


 


(1)           The Participant’s
Employment Commencement Date was prior to the date the Participant attained age
35.


 


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


 


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


 


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


 


37

















 


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


 


Sec.
6.13  Special Enhanced Benefit for
Certain Employees at Stow, Ohio.  A Participant who has satisfied the
eligibility requirements  of subsection (a) shall
be entitled to an enhanced benefit determined as provided in subsection (b):


 


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


 


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


 


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


 


(3)          The Participant elected
Termination 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 by
executing and submitting to the Company such forms and releases as the Company
requires.  The special enhanced benefit
will not be payable if the Participant (i) fails to execute the proper
forms or releases or (ii) subsequently rescinds the election in accordance
with procedures specified by the Company.


 


(4)          The Participant’s
Termination 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 be
later (but not later than June 30, 1999) if the Company reasonably
determines that the Participant’s continued services are necessary during a
longer transition period.


 


(b)                                 Benefit Amount.  If a Participant satisfies the foregoing
eligibility requirements, his benefit under the Plan will be enhanced as
follows:


 


(1)           The Participant will receive
one “point” for each five years of Credited Service he or she will have under
Sec. 3.5 as of the date of Termination of Employment, determined without regard
to 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 than
five years.  For example, a Participant
with 28.5 years of Credited Service under Sec. 3.5 will receive five points
based on 25 years of Credited Service, and the remaining three and one-half
years of Credited Service will be disregarded.


 


38
















 


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


 


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


 


Sec. 6.14  Increase
in Benefits for Persons Whose Benefits Commenced Prior to January 1, 1990.  Effective as of July 1, 2000, benefits
under the Plan shall be increased by the percentage or amount determined from
the 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

  



 


39

















 


For purposes of determining
the amount of the increase applicable with respect to a surviving spouse,
contingent annuitant, or Beneficiary of a deceased Participant, the “Benefit
Commencement Date” is the earlier of (i) the date benefit payments to the
deceased Participant commenced or (ii) the date benefit payments to the
surviving spouse, contingent annuitant, or Beneficiary commenced.  In the case of any living Participant who
qualifies for the increase, the increased amount of the Participant’s pension
shall be taken into account in determining benefits, if any, payable to the Participant’s
surviving spouse, contingent annuitant, or Beneficiary.


 


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


 


Sec. 6.15  Special
Enhanced Benefit for Certain Employees at Bemis Clysar, Inc.   The following provisions apply to former
employees of E. I. Dupont De Nemours & Company or its subsidiaries who
became employees of Bemis Clysar, Inc. on or about July 30, 2002 and
who are referred to in this section as “Bemis Clysar Participants”.


 


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


 


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


 


(1)           The individual will be
entitled to a pension payable monthly for life, the first payment to be made as
of the first day of the month following the month in which he or she attains
age 60 and the last as of the first day of the month in which his or her death
occurs, 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 any
month after his or her Termination of Employment and prior to his or her
attainment of age 60, in a monthly amount equal to his or her Accrued Monthly
Pension, reduced by 5/12 of 1% for each month by which the pension commencement
date precedes for the first day of the month following the month in which the
individual will attain age 60.


 


(c)                                  If a Bemis
Clysar Participant has a Termination of Employment after completing at least
five years of Elapsed Time but under circumstances where neither (a) nor (b) is
applicable (i.e., termination
before age 55 regardless of length of service, or 


 


40

















 


between
ages 55 and 60 with fewer than 10 years of Elapsed Time), his or her pension
will be determined under Sec. 6.4.


 


Sec. 6.16  Special
Provisions Applicable to Participants Who Terminated Due to Certain Plant
Closings.   If a
Participant employed at a location listed in subsection (a) has a
Termination of Employment due to the closing of said location, and he or she
meets the requirements of subsection (b), his or her pension will be calculated
as provided in subsection (c):


 


(a)                                  This section
applies to employees who terminated employment due to closing of the following
locations:


 


(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 Participant
meets the requirements of this subsection if he or she is not eligible for
Normal Retirement or Early Retirement and satisfies either of the following
requirements on the date of Termination of Employment:


 


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


 


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


 


(c)                                  If a Group A
Participant meets the requirements of this section, his or her Accrued Monthly
Pension 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 the
requirements of this section, his or her Accrued Monthly Pension upon Vested
Termination will not be determined under Sec. 4.5(b)(1), but rather will be
determined under Sec. 4.5(b)(2).  In all
other respects, the Participant’s pension will remain subject to the usual
terms applicable under Sec. 6.4 to pensions upon Vested Termination, including
the requirement that a Participant must have completed at least 10 years of
Elapsed Time in order to elect to have his or her pension commence after
attainment of age 55 but prior to Normal Retirement Age, and the early
commencement reduction factors in Sec. 6.4. 
Such Participants are not eligible for the Social Security Supplement
under Sec. 6.11(b)(4).


 


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


 


41

















 


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


 


(b)                                 If the individual is a Group A
Participant, the entire period while he or she was receiving long-term disability
benefits 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 receiving
long-term disability benefits will be recognized as Credited Service, but no
additional Credited Service will be recognized for periods after 2005.


 


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


 


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


 


(2)           After December 31 immediately preceding the date
as of which he or she became eligible to receive such benefits, there will be
no benefits or wage base changes under the Social Security Act resulting from
changes in the cost of living.


 


This subsection is not
applicable in any case where an employee returns to active employment with a
Participating Employer or Affiliate after a period of long term disability.


 


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


 


Sec. 6.18               Missing
Participant or Beneficiary. Each Participant and each
Beneficiary of a deceased Participant must file with the Administrator in
writing his or her mailing address and each change of mailing address.  Any communication, statement or notice addressed
to a Participant or Beneficiary at his or her last mailing address filed with
the Administrator or, if no address is filed with the Administrator, then at
the last mailing address as shown on the Administrator’s records, will be
binding on the Participant and his or her Beneficiary for purposes of the
Plan.  Notwithstanding any other
provision in the Plan, if a Participant (or Beneficiary) to whom the Plan owes
benefits cannot be located and cannot be


 


42

















 


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


 


43

















 


ARTICLE VII


 


SURVIVOR’S BENEFITS


 


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


 


(a)                                  A Qualified
Preretirement Survivor Annuity shall be payable only if all of the following
conditions are satisfied:


 


(1)           Immediately
prior to the Participant’s death he or she had a nonforfeitable right to a
pension under the Plan.


 


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


 


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


 


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


 


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


 


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


 


(c)                                  If the
Participant’s death occurs before the earliest retirement date, the Qualified
Preretirement Survivor Annuity shall be the same as the annuity that would have
been payable to the Participant’s qualified spouse under the following
circumstances:


 


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


 


(2)           The Participant
survived to the earliest retirement date.


 


(3)           The Participant
commenced receiving a pension on the earliest retirement date in a form
determined under subsection (d).


 


44

















 


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


 


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


 


(e)                                  A Participant
may waive coverage under the Qualified Preretirement Survivor Annuity with
respect to periods described in paragraph (1). If he or she does not waive such
coverage, the Accrued Monthly Pension will be reduced.  The following provisions apply to such
waivers and reductions.


 


(1)           A Participant
may waive the Qualified Preretirement Survivor Annuity with respect to periods
after his or her Termination of Employment and prior to his or her pension
commencement date.  However, he or she
may not waive said annuity if such accruals have ceased due to Normal or Early
Retirement.


 


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


 


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


 


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


 


(f)                                    For purposes of
this section, the “earliest retirement date” with respect to a Participant
means:


 


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


 


45

















 


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


 


(g)                                 The Qualified Preretirement
Survivor Annuity is a monthly benefit payable to the Participant’s qualified
spouse, with the first payment to be made as of whichever of the following
dates is applicable:


 


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


 


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


 


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


 


(4)           If the Participant’s death occurs (i) after he
or she completed 10 Years of Elapsed Time and (ii) prior to his or her
attainment of age 55, the first payment shall be made as of the first day of
the 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 may
elect to have the benefit commence as of the first day of any later month, but
not later than the first day of the month after the Participant’s Normal
Retirement Date.


 


The last monthly payment
shall be made as of the first day of the month in which the qualified spouse’s
death occurs.


 


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


 


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


 


46

















 


(b)           Written Explanation of QJSA.


 


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


 


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


 


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


 


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


 


(iv)                              the right to
make, and the effect of, a revocation of an election to waive the Qualified
Joint and Survivor Annuity;


 


(v)                                 a general
description of the eligibility conditions and other material features of the
optional forms of benefit under the Plan;


 


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


 


(vii)                           the relative
values of the optional forms of benefit.


 


(2)           Notwithstanding the other requirements of this
section, a Participant may elect (with spousal consent, as applicable) to waive
the requirement that the written explanation be provided at least 30 days
before the first scheduled pension payment, provided that in such cases the
first pension payment must not be issued to the Participant until at least 8
days after the day the written explanation was provided. The Participant is
permitted to revoke any affirmative pension payment election at least until the
date as of which the pension commences, or, if later, at any time prior to the expiration
of the 7-day period that begins the day after the explanation of the Qualified
Joint and Survivor Annuity was provided to the Participant.  For example, if the written explanation is
provided on October 28, 2007 and the Participant and spouse want the
pension to begin as of November 1, 2007, they can waive the 30 day
requirement, in which case the November 1, 2007 pension check will be
issued 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 election
and make a new election.


 


47

















 


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


 


(d)                                 The provisions
of this section shall not be applicable unless the Participant and spouse are
married to each other on the due date for the first pension payment to the
Participant.  References to “spouse” in
this section are to such spouse.


 


(e)                                  The benefit, if
any, payable under Sec. 6.11(b)(4) is not payable as a Qualified Joint and
Survivor Annuity.


 


Sec. 7.3  Election
Procedure.  Elections
under Sec. 7.1 and Sec. 7.2 are subject to the following requirements:


 


(a)                                  The “election period” for
waiver 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 35
or (ii) the date of the Participant’s Termination of Employment and ends
on the date of his or her death.  The “election
period” for the Qualified Joint and Survivor Annuity is the 180 day period
ending on the due date of the Participant’s first pension payment; said period
may be extended as provided in Sec. 7.2(b)(2).


 


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


 


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


 


(d)                                 A Participant’s
election to waive the Qualified Joint and Survivor Annuity or Qualified
Preretirement Survivor Annuity shall not take effect unless all of the
following conditions are satisfied:


 


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


 


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


 


48
















 


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


 


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


 


However, the above
requirements will be deemed to be satisfied if it is established to the satisfaction
of a Plan representative that the spouse’s consent may not be obtained because
there is no spouse, because the spouse cannot be located, or because of such
other circumstances as the Secretary of the Treasury may by regulations
prescribe.  Any consent by a spouse, or
establishment that the consent of a spouse may not be obtained, shall be
effective 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 pension
payable under the preceding sections of this Article, a Participant with
respect to whom the Qualified Preretirement Survivor Annuity under Sec. 7.1 or
the 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 in
accord with the advice of the Actuary, elect to have a pension which is the
Actuarial Equivalent of his or her life-only pension payable under one of the
following options:


 


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


 


(b)                                 An option
providing a reduced monthly pension payable to the Participant for his or her
lifetime commencing on the same date as that upon which payments would
otherwise commence, with provision for continuance upon his or her death of
monthly payments of 100% of such reduced amount to his or her spouse for life
if the spouse survives the Participant. 
(The “spouse” referred to in the preceding sentence is the spouse to
whom the Participant was married on the date the Participant’s pension
commenced.)


 


(c)                                  An option providing
a reduced monthly pension payable to the Participant for his lifetime
commencing on the same date as that upon which payments would otherwise
commence, with provision for continuance upon the Participant’s death of
monthly payments of 100%, 75% or 50% of such reduced amount, as he shall have
designated, to the person designated by the Participant as joint annuitant, if
such joint annuitant survives the Participant, with such monthly payments to
continue for the lifetime of the joint annuitant.  An election of this option shall be
automatically cancelled if either the person electing the option or the joint
annuitant dies before the due date of the first monthly payment under the
option.


 


49

















 


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


 


Sec.
7.5  Other Death Benefits.  Upon the death of a Participant, his or her
Beneficiary shall be entitled to receive a single sum payment equal to the
amount by which the total amount of benefit payments hereunder, if any,
theretofore paid to the deceased (including payments to his or her spouse under
Sec. 7.1) is less than the sum of (i) the cash value as of the surrender
date in 1962 of any contracts on his or her life originally purchased under the
S&RIP and subsequently surrendered to the insurance carrier by the trustees
of said plan, with Accumulated Interest thereon, and (ii) the
contributions made by the Participant after 1961 (including any amount deemed
to 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 is
payable with respect to the Participant pursuant to Sec. 7.2 or Sec. 7.4, this
section shall not be applicable and all death benefits, if any, shall be
payable under the terms of whichever of said sections is applicable.


 


(b)                                 If a benefit is
payable 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 death
of said spouse.


 


50

















 


ARTICLE
VIII


 


MISCELLANEOUS
BENEFIT PROVISIONS


 


Sec.
8.1  Commencement Date for Pension
Payments.  Pension
payments under this Plan shall be subject to the following rules:


 


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


 


(1)           As soon as
administratively feasible after the date specified by the applicable Plan
provision for the commencement of pension payments.


 


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


 


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


 


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


 


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


 


If a Participant’s pension
commences 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 the
Actuarial Equivalent of the additional amount he or she would have received if (i) his
or her pension had commenced April 1 following the Plan Year he or she
attained age 701⁄2, and (ii) the monthly pension amount was adjusted each January 1
thereafter to reflect additional benefit accruals.


 


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


 


51

















 


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


 


(a)                                  Service
performed by the Participant with respect to which a lump sum distribution of
his or her entire accrued benefit was made shall be disregarded in determining
his or her Years of Credited Service under the Plan if the Participant is
reemployed, provided such distribution was made not later than the close of the
second Plan Year following the Plan Year in which his or her Termination of
Employment occurred.


 


(b)                                 If the
requirements of subsection (a) are not met, and the Participant is later
reemployed, his or her Accrued Monthly Pension upon termination of said period
of reemployment will be reduced by the amount of Accrued Monthly Pension that
was cashed out under the foregoing provisions of this section.


 


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


 


(d)                                 Certain
distributions pursuant to this section are subject to automatic rollover
pursuant to Sec. 8.15(d).


 


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


 


Sec.
8.4  Source of Benefits.  All benefits to which persons become entitled
hereunder shall be provided only out of the Fund and only to the extent that
the Fund is adequate therefor.  No
benefits are provided under the Plan except those expressly described herein.


 


Sec.
8.5  Incompetent Payee.  If in the opinion of the Company a person
entitled to payments hereunder is disabled from caring for his or her affairs because
of mental condition, physical condition, or age, payment due such person may be
made to such person’s guardian, conservator, or other legal personal
representative upon furnishing the Company with evidence satisfactory to the
Company of such status.  Prior to the
furnishing of such evidence, the Company may cause payments due the person
under disability to be made, for such person’s use and benefit, to any person
or institution then in the opinion of the Company caring for or maintaining the
person under disability.  The Company
shall have no liability with respect to payments so made.  The Company shall have no duty to make
inquiry as to the competence of any person entitled to receive payments
hereunder.


 


52

















 


Sec.
8.6  Assignment or Alienation of
Benefits.  Except as
otherwise expressly permitted by the Plan or required by law, the interests of
persons entitled to benefits under the Plan may not in any manner whatsoever be
assigned or alienated, whether voluntarily or involuntarily, or directly or
indirectly, subject to the following:


 


(a)                                  Once a
Participant, beneficiary, or contingent annuitant begins receiving benefits
under the Plan, he or she may assign or alienate the right to future benefit
payments provided that the assignments or alienations (i) are voluntary
and revocable, (ii) do not in the aggregate exceed 10% of any benefit
payment, and (iii) are neither for the purpose, nor have the effect of
defraying plan administration costs.


 


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


 


(c)                                  The Plan shall
comply with the provisions of any court order which the Company determines is a
qualified domestic relations order as defined in Code § 414(p).  Where payments are to be made under a
qualified domestic relations order before payments commence to the Participant,
the present value of the benefits actually accrued for the Participant shall be
determined on an Actuarial Equivalent basis. 
All benefits otherwise payable under the Plan with respect to a Participant
shall be adjusted to the extent necessary to comply with a qualified domestic
relations order.  The Company may defer
pension payments subject to a domestic relations order pending determination
that 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 any
benefit payable hereunder which in the Funding Agency’s opinion it shall be or
may be required to pay out of such benefit. 
The Funding Agency may require, before making any payment, such release
or other document from any taxing authority and such indemnity from the
intended payee as the Funding Agency shall deem necessary for its protection.


 


Sec.
8.8  Conditions Precedent.  No person shall be entitled to a benefit
hereunder until his or her right thereto has finally been determined by the
Company or until he or she has submitted to the Company relevant data
reasonably requested by the Company, including, but not limited to, proof of
birth or death.


 


53
















 


Sec.
8.9  Company Directions to Funding
Agency.  The Company
shall issue such written directions to the Funding Agency as are necessary to
accomplish distributions to the Participants and Beneficiaries in accordance
with the provisions of the Plan.


 


Sec. 8.10  Benefits Not Increased by Actuarial Gains. Forfeitures
arising from severance of employment, death, or for any other reason shall not
be applied to increase the benefits that any person would otherwise receive
under the Plan.


 


Sec.
8.11  Pensions Not Decreased on
Account of Certain Social Security Increases.  Notwithstanding any provisions of the Plan to
the contrary, if a Participant has a Termination of Employment and does not
subsequently again become eligible to accrue benefits under the Plan, any
pension to which he or his beneficiary is entitled under the Plan shall not be
decreased by reason of any post-Termination of Employment social security
increase effective after his Termination of Employment.  If a Participant has a Termination of Employment
and subsequently again becomes eligible to accrue benefits under the Plan, no
post-Termination of Employment social security benefit increase effective
before he again becomes eligible to accrue benefits under the Plan shall be
applied to reduce his pension under the Plan to less than the pension to which
he would have been entitled had he not again become eligible to accrue benefits
under the Plan.  For purposes of this
section, “post-Termination of Employment social security benefit increase”
means an increase in a benefit level or wage base under Title II of the Social
Security Act occurring after the later of (i) the Participant’s
Termination of Employment or (ii) September 2, 1974.


 


Sec.  8.12  Maximum
Limitations on Benefits.  Notwithstanding any provision of the Plan to
the contrary, a Participant’s benefit under the Plan shall not exceed the
maximum amount permitted under Code § 415 and applicable regulations, all of
which are incorporated herein by this reference. For purposes of the preceding
sentence:


 


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


 


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


 


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


 


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


 


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


 


54

















 


(2)                                  The annual amount of the
straight life annuity commencing at the same annuity starting date that has the
same actuarial present value as the form of benefit actually payable to the
Participant, 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 Act
of 2006.


 


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


 


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


 


(2)                                  Reduce limit so
that it is the actuarial equivalent of a straight life annuity commencing at
age 62 in an amount equal to the limit in (a)(1).  For this calculation, use a 5% annual
interest 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 of
Employment was a Vested Termination, an adjustment for the probability of death
prior to age 62 shall be applied. 
However, no adjustment for the probability of death prior to age 62 is
required if the Participant’s Termination of Employment was an Early
Retirement.


 


(d)                                 If a
Participant’s benefit commences after age 65, the limit in (a)(1) shall be
increased so that it is the actuarial equivalent of a $195,000 annual benefit
commencing at age 65.  (The $195,000
amount is subject to adjustment for years after 2009.)  This increase will be calculated as provided
in Treas. Reg. 1.415(b)-1(e).  No
adjustment will be made to reflect the probability of the Participant dying
after age 65 but before benefit payments commence.


 


(e)                                  If a
Participant 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 of
which is the number of years (or part thereof) of participation (not to exceed
ten and not to be less than one) in this Plan and the denominator of which is
ten.


 


55

















 


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


 


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


 


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


 


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


 


(1)                                  Compensation
means the gross amount before any reduction pursuant to Code §§ 125, 132(f)(4) or
401(k).


 


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


 


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


 


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


 


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


 


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


 


56

















 


§415
that 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 Accordance
with Code § 401(a)(9) .  Distributions hereunder shall be made in
accordance with the requirements of Code § 401(a)(9) and regulations
thereunder, including Treasury Regulation Section 1.401(a)(9)-1 through
9.  Any provisions of the Plan that are
inconsistent with Code § 401(a)(9) and the regulations thereunder shall be
deemed inoperative.


 


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


 


Sec.
8.15  Rollovers and Transfers to Other
Qualified Plans. 
Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a distributee’s election under this section, a distributee may
elect, at the time and in the manner prescribed by the Company, to have any
portion of an eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee. The following definitions shall be
used in administering the provisions of this section.


 


(a)                                  Eligible
rollover distribution:  For
purposes of this section, an eligible rollover distribution is a distribution
paid in a single lump sum pursuant to Sec. 8.2 or any Appendix to the Plan.


 


(b)                                 Eligible
retirement plan:  An eligible
retirement plan is an individual retirement account described in Code § 408(a),
an individual retirement annuity described in Code § 408(b), a qualified trust
described in Code §401(a), an annuity plan described in Code § 403(a), an
eligible deferred compensation plan described in Code § 457(b) maintained
by a governmental entity which agrees to separately account for amounts
transferred 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, a
Participant’s surviving spouse, or a former spouse who is the alternate payee
under a qualified domestic relations order, as defined in Code § 414(p).  A Beneficiary who is not the surviving spouse
also 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 retirement
account or individual retirement annuity, and not to any other type of Plan.


 


(d)                                 Automatic
rollovers:  On or after
March 28, 2005, each lump sum distribution made to a Participant under
Sec. 8.2 which is in excess of $1,000 shall be automatically rolled over to an
individual retirement account selected by the Company unless the Participant
directs that the distribution be paid directly to the distributee or rolled
over to another eligible retirement plan. 
Automatic rollovers 


 


57

















 


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


 


(a)                                  Death benefits
distributed to a surviving spouse or other Beneficiary.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


58

















 


(d)                                 For purposes of
this section, the terms “highly compensated employee” and “highly compensated
former 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 any
provision of this Plan to the contrary, contributions, benefits and service
credit with respect to Qualified Military Service will be provided in
accordance with Code § 414(u).  For this
purpose:


 


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


 


(b)                                 “USERRA” means
the Uniformed Services Employment and Reemployment Rights Act of 1994 as
amended.


 


(c)                                  If an
individual returns to employment with the Company or an Affiliate following a
period of Qualified Military Service under circumstances and that he or she has
reemployment rights under USERRA, and the individual reports for said
reemployment within the time frame required by USERRA, the following provisions
shall apply:


 


(1)                                  The Qualified
Military Service shall be recognized as Elapsed Time, Credited Service, Years
of Eligibility Service, and Bemis Elapsed Time to the same extent as it would
have been if the employee had remained continuously employed with the Company
or an Affiliate rather than going in the military.


 


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


 


(3)                                  If the
individual received a lump sum cashout of the benefits accrued under the Plan
prior to the Qualified Military Service, he or she may repay said lump sum with
interest.  Interest for this purpose
shall be calculated in accordance with any applicable regulations under
USERRA.  Any such repayment must be made
within five years after the individual’s reemployment date.


 


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


 


59

















 


rule does not, however, require
survivors to be provided with any additional benefit accruals relating to the
period of Qualified Military Service.


 


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


 


(f)                                    The foregoing
provisions are intended to provide the benefits required by USERRA and the
HEART Act, and are not intended to provide any other benefits.  This section shall be construed consistently
with said intent.


 


Sec. 8.18  Retroactive
Annuity Starting Dates.  A Participant may elect to have his or her
pension begin as of a “retroactive annuity starting date”, subject to the
following:


 


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


 


(b)                                 The retroactive annuity
starting date may be the first day of any month on or after the earliest date
the Participant was eligible to receive a pension.  However, if the pension is being paid under
Sec. 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 the
Participant notified the Company that he or she would like the pension to
commence.  If the pension is being paid under
Sec. 6.3, the retroactive annuity starting date may not be earlier than 12
months before the date the Participant establishes to the Company’s
satisfaction that the Participant is eligible for a Disability Retirement.


 


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


 


(d)                                 A Participant who elects a
pension with a retroactive annuity starting date shall receive a makeup payment
reflecting any missed payments from the retroactive annuity starting date
through the date the makeup payment is paid. 
The makeup payment shall include interest on each missed payment for the
period beginning on the date the missed payment would have been paid if the
pension had commenced on the retroactive annuity starting date and ending on
the date the makeup payment is paid. 
Interest shall be determined using the interest rate for lump sums
payable in the Plan Year the makeup payment is paid, as provided in Sec.
4.12(c)(1).  For example, if a pension
has a retroactive annuity starting date 


 


60

















 


of
May 1, 2004 and the makeup payment is paid April 1, 2005, interest on
the missed payments will be at the 2005 rate (i.e., the October 2004
30-year Treasury rate).


 


(e)                                  If the Participant has a
spouse on the date the first pension payment is actually paid, the Participant’s
election is subject to the consent of said spouse.  However, said spouse’s consent is not required
if the Participant elects to receive the retroactive pension as a Qualified
Joint and Survivor Annuity and the death benefit payable to said spouse is at
least equal to the death benefit the spouse would have received if the benefit
commenced on the date the first pension payment actually is paid and in the
form of a Qualified Joint and 50% Survivor Annuity.


 


(f)                                    If the
Participant was married on the Retroactive Annuity Starting Date, but is no
longer married to that spouse on the date the first pension payment actually is
paid, the consent of the former spouse is not required except to the extent
provided in any applicable qualified domestic relations order.


 


Sec. 8.19               Limitations
Pursuant to Code §436. To the extent
required by Code §436 and any applicable regulations or other guidance, the
Plan is subject to the following limitations:


 


(a)                                  Limitation on unpredictable
contingent event benefits.  Any unpredictable contingent event benefit
will not be paid if the event occurs at a time when the Plan’s AFTAP is less
than 60% (or would be less than 60% if the unpredictable contingent event
benefit were taken into account). For this purpose, “unpredictable contingent
event benefit” means any benefit (or increase in benefits) that is contingent
on 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 of
increasing liabilities of the Plan will take effect at a time when the Plan’s
AFTAP is less than 80% (or would be less than 80% if the amendment were taken
into account).  However, this restriction
does not apply to a benefit increase under a formula which is not based on a
participant’s compensation, provided the rate of increase does not exceed the
contemporaneous rate of increase in wages of Participants covered by the
amendment.


 


(c)                                  Limitation on accelerated benefit
payments.  The
following limitations apply to amounts which are considered “prohibited
payments” for purposes of Code §436(d):


 


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


 


61

















 


(2)                                  The Plan will not pay any
prohibited payment with an annuity starting date while the Company is in
bankruptcy, provided, however, that this restriction does not apply if the Plan’s
Actuary 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 extent
required by applicable regulations.


 


(4)                                  For purposes of this
subsection, an amount payable for a month is a “prohibited payment” to the
extent it exceeds the sum of (i) the amount payable for that month under a
straight life annuity with the same annuity starting date plus (ii) any
social security supplement payable under the Plan for that month.  Purchase of an irrevocable annuity is also a
prohibited payment, as is any other form of payment so identified in applicable
guidance.  However, a lump sum payment
under Sec. 8.2 is not a prohibited payment.


 


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


 


(e)                                  AFTAP.  The Plans “AFTAP” is its Adjusted Funded
Target Attained Percentage as determined by the Plan Actuary in accordance with
Code §436 and §430.


 


(f)                                    Rules of
construction.  The
foregoing provisions are intended to limit benefits to the extent required by
Code §436 and are not intended to impose any other limitations.  This section shall be construed consistently
with that intent.


 


62
















 


ARTICLE IX


 


FUND


 


Sec. 9.1  Composition.   All
sums of money and all securities and other property received by the Funding
Agency for purposes of the Plan, together with all investment made therewith,
the proceeds thereof, and all earnings and accumulations thereon, and the part
from time to time remaining shall constitute the “Fund”.  The Company may cause the Fund to be divided
into any number of parts for investment purposes or any other purposes
necessary or advisable for the proper administration of the Plan.  If for any purpose it is necessary to
determine the value of an asset in the Fund for which fair market value is not
available, the value of such asset shall be its fair value as determined in
good faith by the Company or other Named Fiduciary assigned such function, or
if the asset is held in trust and the trust agreement so provides, as
determined in good faith by the trustee.


 


Sec. 9.2  Funding
Agency.   The Fund may
be held and invested as one fund or may be divided into any number of parts for
investment purposes.  Each part of the
Fund, or the entire Fund if it is not divided into parts for investment
purposes, shall be held and invested by one or more trustees or by an insurance
company.  The trustee or trustees or the
insurance company so acting with respect to any part of the Fund is referred to
herein as the Funding Agency with respect to such part of the Fund.  The selection and appointment of each Funding
Agency shall be made by the Company.  The
Company shall have the right at any time to remove a Funding Agency and appoint
a successor thereto, subject only to the terms of any applicable trust
agreement or group annuity contract.  The
Company shall have the right to determine the form and substance of each trust
agreement and group annuity contract under which any part of the Fund is held,
subject only to the requirement that they are not inconsistent with the
provisions of the Plan.  Any such trust
agreement may contain provisions pursuant to which the trustee will make
investments on direction of a third party.


 


Sec. 9.3  Compensation
and Expenses of Funding Agency. The Funding Agency shall be
entitled to receive reasonable compensation for its services as may be agreed
upon with the Company.  The Funding
Agency shall also be entitled to reimbursement for all reasonable and necessary
costs, expenses, and disbursements incurred by it in the performance of its
services.  Such compensation and
reimbursements shall be paid from the Fund if not paid directly by the
Participating Employers in such proportions as the Company shall determine.


 


Sec. 9.4  Securities
and Property of Participating Employers.  An agreement with a Funding Agency may
provide that the Fund may be invested in qualifying employer securities or
qualifying employer real property, as those terms are used in ERISA, and to the
extent permitted by ERISA.  If qualifying
employer securities or qualifying employer real property are purchased or sold
as an investment of the Fund from or to a disqualified person or party in
interest, as those terms are used in ERISA, and if there is no generally
recognized market for such securities or property, the purchase shall be for
not more than fair market value and the sale shall be for not less than fair
market value, as determined in good faith by the Company or other Named
Fiduciary assigned such function, or if such assets are held in trust and the
trust agreement so provides, as determined in good faith by the trustee.


 


63

















 


Sec. 9.5  No
Diversion.  The Fund
shall be for the exclusive purpose of providing benefits to Participants and
their beneficiaries and defraying reasonable expenses of administering the
Plan.  Such expenses may include premiums
for the bonding of Plan officials required by ERISA and may also include
premiums payable to the Pension Benefit Guaranty Corporation.  No part of the Fund may be used for, or
diverted to, purposes other than for the exclusive benefit of employees of the
Participating Employers or their beneficiaries. 
Notwithstanding the foregoing:


 


(a)                                  If any
contribution or portion thereof is made by a Participating Employer by a
mistake of fact, the Funding Agency shall, upon written request of the Company,
return such contribution or portion thereof to the Participating Employer
within one year after the payment of the contribution to the Funding Agency;
however, earnings attributable to such contribution or portion thereof shall
not be returned to the Participating Employer but shall remain in the Fund, and
the amount returned to the Participating Employer shall be reduced by any
losses attributable to such contribution or portion thereof.


 


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


 


(c)                                  If, in the case
of termination of the Plan, any residual assets remain in the Fund after all
liabilities of the Plan to Participants and their beneficiaries have been
satisfied, such residual assets shall be returned to the Participating
Employers in such proportions as the Company may determine.


 


Sec. 9.6  Employer
Contributions.  The
Participating Employers shall make such contributions to the Fund from time to
time as they consider advisable.


 


64

















 


ARTICLE X


 


ACTUARY


 


Sec. 10.1  Appointment.   The
Company shall appoint as Actuary hereunder an individual who is an enrolled
actuary as defined in ERISA or a partnership, corporation, or other
organization which has as a partner or employee thereof such an enrolled
actuary.


 


Sec. 10.2  Responsibilities.
 The Actuary shall have the
responsibilities expressly allocated to it hereunder and shall have such other
responsibilities with respect to the Plan as may be agreed upon by the Company
and the Actuary.


 


Sec. 10.3  Compensation.  The Actuary shall receive such reasonable
compensation for its services hereunder as may be agreed upon by the Company
and the Actuary.  To the extent not paid
from the Fund, such compensation shall be paid by the Participating Employers
in such proportions as the Company shall determine.


 


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


 


65

















 


ARTICLE XI


ADMINISTRATION OF PLAN


 


Sec. 11.1  Administration
by Company.  The Company
is the “administrator” of the Plan for purposes of ERISA.  Except as expressly otherwise provided
herein, the Company shall control and manage the operation and administration
of 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 the
Plan.  Except in cases where the Plan
expressly provides to the contrary, action on behalf of the Company may be
taken by any of the following:


 


(a)                                  The Board.


 


(b)                                 The chief
executive officer of the Company.


 


(c)                                  Any person or
persons, natural or otherwise, or committee, to whom responsibilities for the
operation and administration of the Plan are allocated by the Company, by
resolution of the Board or by written instrument executed by the chief
executive officer of the Company and filed with its permanent records, but
action of such person or persons or committee shall be within the scope of said
allocation.


 


Sec. 11.2  Certain
Fiduciary Provisions.  For purposes of the Plan:


 


(a)                                  Any person or
group of persons may serve in more than one fiduciary capacity with respect to
the Plan.


 


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


 


(c)                                  To the extent
permitted by any applicable trust agreement or group annuity contract a Named
Fiduciary with respect to control or management of the assets of the Plan may
appoint 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 time
that the Plan has more than one Named Fiduciary, if pursuant to the Plan
provisions fiduciary responsibilities are not already allocated among such
Named Fiduciaries, the Company, by action of the Board or chief executive
officer, may provide for such allocation; except that such allocation shall not
include any responsibility, if any, in a trust agreement to manage or control
the assets of the Plan other than a power under the trust agreement to appoint
an investment manager as defined in ERISA.


 


66

















 


(e)                                  Unless
expressly prohibited in the appointment of a Named Fiduciary which is not the
Company acting as provided in Sec. 11.1, such Named Fiduciary by written
instrument may designate a person or persons other than such Named Fiduciary to
carry out any or all of the fiduciary responsibilities under the Plan of such
Named Fiduciary; except that such designation shall not include any
responsibility, if any, in a trust agreement to manage or control the assets of
the Plan other than a power under the trust agreement to appoint an investment
manager as defined in ERISA.


 


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


 


Each
Named Fiduciary (other than the Company), each other fiduciary, each person
employed pursuant to subsection (b) above, and each investment manager
shall be entitled to receive reasonable compensation for services rendered, or
for the reimbursement of expenses properly and actually incurred in the
performance of their duties with the Plan and to payment therefor from the Fund
if not paid directly by the Participating Employers in such proportions as the
Company shall determine.  However, no
person so serving who already receives full-time pay from a Participating
Employer shall receive compensation from the Plan, except for reimbursement of
expenses properly and actually incurred.


 


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


 


Sec. 11.4  Correction
of Errors.  It is
recognized that in the operation and administration of the Plan certain
mathematical and accounting errors may be made or mistakes may arise by reason
of factual errors in information supplied to the Company or Funding Agency.  The Company shall have power to cause such
equitable adjustments to be made to correct for such errors as the Company in
its 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 any
functions in the operation or administration of the Plan or the management or
control of the assets of the Plan shall keep such records as may be necessary
or 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 as
necessary for the proper administration of the Plan and at least for any period
required by said Act or other applicable law.


 


Sec. 11.6  Claims
Procedure.  The Company
shall establish a claims procedure consistent with the requirements of
ERISA.  Such claims procedure shall
provide adequate notice in writing to any Participant or beneficiary whose
claim for benefits under the Plan has been denied, setting forth the specific
reasons for such denial, written in a manner calculated to be understood by the
claimant and shall afford a reasonable opportunity to a claimant whose claim
for benefits has been denied for a full and fair review by the appropriate
Named Fiduciary of the


 


67

















 


decision
denying the claim.  No person claiming a
benefit under the Plan may initiate a civil action regarding the claim until
all steps under the claims procedure (including appeals) have been completed.


 


Sec. 11.7  Bonding.  Plan personnel shall be bonded to the extent
required by ERISA.  Premiums for such
bonding may, in the sole discretion of the Company, be paid in whole or in part
from the Fund.  Such premiums may also be
paid in whole or in part by the Participating Employers in such proportions as
the Company shall determine.  The Company
may provide by agreement with any person that the premium for required bonding
shall be paid by such person.


 


Sec. 11.8  Waiver
of Notice.  Any notice
required hereunder may be waived by the person entitled thereto.


 


Sec. 11.9  Agent
For Legal Process.  The
Company shall be the agent for service of legal process with respect to any
matter concerning the Plan, unless and until the Company designates some other
person as such agent.


 


Sec. 11.10  Indemnification.  In addition to any other applicable
provisions for indemnification, the Participating Employers jointly and
severally 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 nature
which may be imposed on, incurred by, or asserted against such person at any
time by reason of such person’s services as a fiduciary in connection with the
Plan, but only if such person did not act dishonestly, or in bad faith, or in willful
violation of the law or regulations under which such liability, loss, cost, or
expense arises.  The Company shall have
the right, but not the obligation, to select counsel and control the defense
and settlement of any action against the Indemnitee for which the Indemnitee
may be entitled to indemnification.


 


68

















 


ARTICLE XII


 


AMENDMENT, TERMINATION, MERGER


 


Sec. 12.1  Amendment.
 Subject to the non-diversion
provisions of Sec. 9.5, the Company, by action of the Board, or by action of a
person or committee so authorized by resolution of the Board, may amend the
Plan 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 the
adoption of any amendment to the Plan it will furnish a copy of the amendment
together with a certificate evidencing its adoption to each Funding Agency then
acting.


 


Sec. 12.2               Reorganization
of Participating Employers.  If two or more Participating Employers are
consolidated or merged or if one or more Participating Employers acquire the
assets of another Participating Employer, the Plan shall be deemed to have
continued, without termination and without a complete discontinuance of
contributions, as to all the Participating Employers involved in such
reorganization and their employees.  In
such event, in administering the Plan, the corporation resulting from the
consolidation, the surviving corporation in the merger, or the employer
acquiring the assets shall be considered as a continuation of all of the
Participating Employers involved in the reorganization.


 


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


 


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


 


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


 


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


 


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


 


69

















 


(e)                                  If the Fund is
not adequate to provide all benefits accrued to the date of termination, the
assets of the Fund shall be allocated to provide benefits in the following
order of priority subject to any applicable regulations promulgated by the
Pension Benefit Guaranty Corporation or the Secretary of the Treasury:


 


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


 


(2)                                  In the case of
benefits payable as an annuity:


 


(A)                              In the case of
the benefit of a Participant or beneficiary which was in pay status as of the
beginning of the 3-year period ending on the termination date of the Plan, to
provide each such benefit, based on the provisions of the Plan (as in effect
during the 5-year period ending on such date) under which such benefit would be
the least.  The lowest benefit in pay
status during the 3-year period shall be considered the benefit in pay status
for such period.


 


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


 


(3)                                  To provide all
other 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 not
apply.  In determining such benefits,
ERISA § 4021 shall be applied without regard to subsection (c) thereof.


 


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


 


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


 


(B)                                If the assets
available for allocation under subparagraph (A) above are sufficient to
satisfy in full the benefits described therein (without regard to this
subparagraph (B)), then for purposes of subparagraph (A), benefits of
individuals thereunder shall be 


 


70

















 


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


 


(5)                                  To provide all
other accrued benefits under the Plan.


 


The
amount allocated under any of paragraphs (1) through (5) above with
respect to any benefit shall be properly adjusted for any allocation of assets
with respect to that benefit under any of the preceding of said
paragraphs.  Except as otherwise provided
in paragraph (4) above, if the assets available for allocation under any
of said paragraphs are insufficient to satisfy in full the benefits to be
provided individuals under such paragraph, the assets shall be allocated pro
rata among such individuals on the basis of the present value, as of the
termination date of the plan, of their respective benefits described in such
paragraph.  If the Secretary of the Treasury
determines that the allocation made pursuant to this subsection results in
discrimination prohibited by Code § 401(a)(4) then, if required to prevent
the disqualification of the Plan, the assets shall be reallocated to the extent
necessary to avoid such discrimination but only to the extent permitted by
ERISA.


 


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


 


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


 


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


 


Sec. 12.4  Partial
Termination.   If there is
a partial termination of the Plan, either by operation of law, by amendment of
the Plan, or for any other reason, which partial termination shall be confirmed
by the Company, the right to benefits of each Participant with respect to


 


71

















 


whom
the Plan is partially terminated, to the extent then funded, shall be fully
vested and nonforfeitable.


 


Sec. 12.5  Merger,
Consolidation, or Transfer of Plan Assets.  In the case of any merger or consolidation of
the Plan with any other plan, or in the case of the transfer of assets or
liabilities of the Plan to any other plan, provision shall be made so that each
Participant and beneficiary would (if such other plan then terminated) receive
a benefit immediately after the merger, consolidation, or transfer which is
equal to or greater than the benefit he would have been entitled to receive
immediately before the merger, consolidation, or transfer (if the Plan had then
terminated).  No such merger,
consolidation, or transfer shall be effected until such statements with respect
thereto, if any, required by ERISA to be filed in advance thereof have been
filed.


 


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


 


(a)                                  Receipt of a
final determination from the Treasury Department or any court of competent
jurisdiction regarding the effect of such termination on the qualified status
of the Plan under Code § 401(a).


 


(b)                                 Appropriate
adjustment of the Fund to reflect taxes, costs, and expenses, if any, incident
to such termination.


 


72
















 


ARTICLE XIII


 


MISCELLANEOUS
PROVISIONS


 


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


 


Sec.
13.2  Capitalized Definitions.  Capitalized terms used in the Plan shall have
their meaning as defined in the Plan unless the context clearly indicates to
the contrary.


 


Sec.
13.3  Gender.  Any references to the masculine gender
include 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 Plan
unless the context clearly indicates to the contrary.


 


Sec.
13.5  Construed as a Whole.  The provisions of the Plan shall be construed
as a whole in such manner as to carry out the provisions thereof and shall not
be construed separately without relation to the context.


 


73

















 


ARTICLE XIV


 


TOP-HEAVY
PLAN PROVISIONS


 


Sec.
14.1  Key Employee Defined.  “Key Employee” means any employee or former
employee (including any deceased employee) who at any time during the Plan Year
that includes the determination date was an officer of the Company or an
Affiliate having annual Compensation greater than $160,000 (as adjusted under
Code § 416(i)(1) for Plan Years after 2009), a five-percent owner of the
Company or of an Affiliate, or a one-percent owner of the Company having annual
Compensation 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 accordance
with Code § 416(i)(1) and the applicable regulations and other guidance of
general applicability issued thereunder.


 


Sec.
14.2  Determination of Top-Heavy
Status.  The
top-heavy status of the Plan shall be determined according to the following
standards and definitions:


 


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


 


(1)                                  If this Plan is
not part of a required aggregation group and the top-heavy ratio for this Plan
exceeds 60 percent.


 


(2)                                  If this Plan is
part of a required aggregation group of plans and the top-heavy ratio for the
group 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 if
it is part of a permissive aggregation group of plans for which the top-heavy
ratio does not exceed 60 percent.


 


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


 


(1)                                  If the ratio is
being determined only for this Plan or if the aggregation group only includes
defined benefit pension plans, the top-heavy ratio is a fraction, the numerator
of which is the sum of the present values of the accrued benefits of all Key
Employees under the Plan or plans as of the determination date (including any
part of any accrued benefit distributed in the one-year period ending on the
determination date), and the denominator of which is the sum of the present
value of all accrued benefits (including any part of any accrued benefit
distributed in the one-year period ending on the determination date) of all
employees under the Plan or plans as of the determination date.  (The “plans” referred to in the preceding
sentence are the plans in the required or permissive aggregation group.)


 


(2)                                  If the
determination is being made for a required or permissive aggregation group
which includes one or more defined contribution plans, 


 


74

















 


the top-heavy ratio is a
fraction, the numerator of which is the sum of account balances of all Key
Employees under the defined contribution plans and the present value of accrued
benefits under the defined benefit plans for all Key Employees as of the
determination date (including any part of any account balance or accrued
benefit distributed in the one-year period ending on the determination date),
and the denominator of which is the sum of the account balances under the
defined contribution plans for all employees and the present value of accrued
benefits under the defined benefit plans for all employees as of the
determination date (including any part of any account balance or accrued
benefit distributed in the one-year period ending on the determination
date).  (The “plans” referred to in the
preceding sentence are the plans in the required or permissive aggregation
group.) Both the numerator and denominator of the top-heavy ratio shall be
adjusted to reflect any contribution due but unpaid as of the determination
date.


 


(3)                                  In the case of
any distribution made for a reason other than severance from employment, death
or disability, paragraphs (1) and (2) shall be applied by
substituting “five-year period” for “one-year period”.


 


(4)                                  For purposes of
paragraphs (1) and (2), the value of account balances and the present
value of accrued benefits will be determined as of the most recent valuation
date that falls within the 12-month period ending on the determination
date.  The calculation of the top-heavy
ratio and the extent to which distributions, rollovers, and transfers are taken
into account will be made in accordance with Code § 416 and the regulations
thereunder.  When aggregating plans, the
value of account balances and accrued benefits will be calculated with
reference to the determination dates that fall within the same calendar year.


 


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


 


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


 


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


 


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


 


75

















 


(g)                                 If an
individual has not performed services for the employer during the one-year
period ending on the determination date with respect to a Plan Year, any
account balance or accrued benefit for such individual shall not be taken into
account 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 not
a Key Employee shall have a minimum accrued benefit (to be provided by employer
contributions and expressed as a single life annuity, with no ancillary
benefits, commencing at age 65) equal to the applicable percentage of the
Participant’s average monthly compensation for years in the testing period.


 


(a)                                  For purposes of
this section:


 


(1)                                  The “applicable
percentage” is the lesser of 2 percent multiplied by the Participant’s number
of years of service with the employer, or 20 percent. For purposes of this
paragraph (1), a Participant has a year of service for each Plan Year in which
he completes 1000 Hours of Service; provided, however, that the following years
shall not be taken into account:


 


(A)                              Plan Years
commencing before January 1, 1984.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(A)                              The Plan Years
taken into account for purposes of this paragraph shall be adjusted for years
not included in years of service for purposes of paragraph (1) above, as
provided in Code § 416(c)(1)(D)(ii).


 


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


 


76

















 


this
paragraph if by disregarding such Plan Year the Participant’s average monthly
compensation for years in the testing period will be reduced.


 


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


 


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


 


(d)                                 This section
shall not apply to any Participant who is covered under any other defined
benefit plan of the employer to the extent the minimum benefit requirement
otherwise applicable under this Plan will be satisfied by such other plan.


 


Sec.
14.4  Vesting Schedule.  If a Participant’s Termination of Employment
occurs under such circumstances that he is not entitled to a benefit under
Sections 6.1-6.4, and if he was an Active Participant during a Plan Year for
which the Plan was a Top-Heavy Plan, he shall be entitled to a benefit under
this section.  Except as modified by this
section, such benefit shall be payable under the terms and conditions that
would be applicable to a Vested Termination benefit under Sec. 6.4.


 


(a)                                  The monthly
amount of the benefit under this section shall be an amount equal to the
Participant’s Accrued Monthly Pension multiplied by the vested percentage
determined 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 section
shall not apply to a Participant who has no Elapsed Time after the Plan becomes
a Top-Heavy Plan.


 


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


 


77

















 


Participant who has
completed three years of Elapsed Time by the end of the last Plan Year for
which the Plan was a Top-Heavy Plan.


 


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


 


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


 


78

















 


Schedule A


 


BEMIS
RETIREMENT PLAN


 


Locations Where Hourly Paid
Employees Are


Qualified Employees (Plan
Sec. 2.37(a)(2))


 


1.                                       Effective as of
January 20, 1994:


 


(a)                                  Perfecseal
Oshkosh, Wisconsin.


 


2.                                       Effective as of
January 1, 1997:


 


(a)                                  Curwood
Fremont, Ohio.


 


(b)                                 Curwood
Bemistape Oshkosh, Wisconsin.


 


(c)                                  Curwood Weldon
Oshkosh, Wisconsin.


 


(d)                                 Milprint
Lancaster, Wisconsin.


 


(e)                                  Milprint
Lebanon, Pennsylvania.


 


(f)                                    MACtac
Scranton, Pennsylvania.


 


(g)                                 Nellis, Nevada.


 


(h)                                 MACtac Kansas
City.


 


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


 


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


 


3.                                       Effective as of
January 1, 1998:


 


(a)                                  Milprint
Oshkosh North, Wisconsin (formerly Banner Packaging).


 


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


 


4.                                       Effective as of
January 1, 1999:


 


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


 


(b)                                 Morgan
Adhesives Company — Columbus, Indiana


 


79

















 


5.                                       Effective as of
January 1, 2000:


 


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


 


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


 


6.                                       Effective as of
September 1, 2000:


 


(a)                                  Curwood Shrink
Packaging, Centerville, Iowa.


 


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


 


7.                                       Effective as of
January 1, 2001:


 


(a)                                  Bemis Specialty
Films — Oshkosh, Wisconsin


 


(b)                                 Bemis Converter
Films — Oshkosh, Wisconsin


 


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


 


8.                                       Effective as of
September 8, 2001:


 


(a)                                  Curwood
Appleton, Wisconsin


 


(b)                                 Curwood Neenah,
Wisconsin


 


9.                                       Effective as of
July 30, 2002:  Bemis Clysar, Inc.


 


10.                                 Effective as of
date employer became a Participating Employer:


 


(a)                                  Morgan
Adhesives Company — Lawrenceville, Georgia.


 


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


 


80
















Appendix A


 


BEMIS
RETIREMENT PLAN


 


Modifications Applicable to
Certain


Employees and Former
Employees of


Hayssen Manufacturing
Company


 


Prior to April 1, 1980, Hayssen
Manufacturing Company (“Hayssen”) maintained the Hayssen Retirement Plan as a
separate plan for the benefit of its eligible employees.  Effective as of April 1, 1980, the
Hayssen Retirement Plan was merged with and into the Bemis Retirement
Plan.  The following modifications of the
Bemis Retirement Plan are applicable in determining benefits payable with
respect to persons who were participants in the Hayssen Retirement Plan and who
terminated employment on or after January 1, 1989. Such persons are
hereafter referred to as “Hayssen Plan Participants”.  This Appendix is also applicable in determining
the pension payable to any person who was a salaried employee of Hayssen and
who 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 “Hayssen
Plan Participant”, provided he is a Qualified Employee on January 1, 1980
and has a Termination of Employment on or after January 1, 1989.


 


1.


 


Hayssen is a Participating
Employer effective as of April 1, 1980.


 


2.


 


A Hayssen Plan Participant shall be deemed to
have 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 Retirement
Plan 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 on
a regular stated salary basis or employed in an office clerical or supervisory
position shall not be excluded from service as a Qualified Employee, except to
the extent provided in Sec. 2.37(c).


 


3.


 


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


 


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


 


81

















 


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


 


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


 


4.


 


For purposes of determining his Credited
Service under Sec. 3.5, a Hayssen Plan Participant’s Credited Service with
respect to service as an employee of Hayssen prior to January 1, 1976
shall be equal to his Credited Service prior to January 1, 1976 as
determined 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 became
a participant in the Hayssen Retirement Plan on or before January 1, 1980.
 However, in the case of any person
referred to in the last sentence of the preamble to this Appendix, his Credited
Service prior to January 1, 1976 shall be equal to the Credited Service he
would have had under the Bemis Retirement Plan if Hayssen had been a
Participating Employer on and after the person’s Employment Commencement Date.


 


5.


 


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


 


6.


 


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


 


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


 


7.


 


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


 


82

















 


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


 


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


 


(a)                                  For the period
from December 31, 1972 though December 31, 1984, accumulated interest
shall be computed at the annual rate of 5%, compounded annually.


 


(b)                                 For the period
commencing January 1, 1985, accumulated interest shall be compounded
annually, as of each December 31, with interest for a particular Plan Year
to be credited at the same annual rate as was used as the interest rate in the
actuarial valuation of the Plan for the actuarial valuation date occurring
within that Plan Year.  However, no
interest will be credited for periods after the Participant’s death or the date
as of which his pension commences, whichever first occurs.  For the year in which an event referred to in
the preceding sentence occurs, interest on the Participant’s Prior Service
Benefit will be credited up to said event based on the interest rate used at
the end of the preceding Plan Year for the year end adjustment of Prior Service
Benefits.


 


7.3  Election to Receive Prior Service Benefit.  Upon Termination of Employment, any Hayssen
Plan Participant may elect to receive his Prior Service Benefit.  A Hayssen Plan Participant who continues to
be employed by a Participating Employer after attaining age 65 may also elect
to receive his Prior Service Benefit. 
Said elections shall be made in accordance with rules prescribed by
the Company.  Said rules may
prescribe the method of so electing and the deadline by which the election must
be filed with the Company.  If a
Participant makes such an election, an amount equal to his Prior Service
Benefit 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 this
section, his benefit under the Plan shall be reduced by an amount which is the
Actuarial Equivalent of the Prior Service Benefit.


 


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


 


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


 


(a)                                  The Participant’s
Prior Service Benefit.


 


83

















 


(b)                                 All benefits
paid to the Participant during his lifetime (including monthly pension benefits
and also including any refund of his Prior Service Benefit pursuant to the
foregoing provisions of this Appendix) plus any death benefits payable under
Sec. 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 was
paid to him prior to July 1, 1976 upon his transfer from employment with
Hayssen to a position as a salaried employee of Bemis Company, Inc., said
payment shall not result in any reduction of his Accrued Monthly Pension.


 


84

















 


Appendix B


 


BEMIS
RETIREMENT PLAN


 


Modifications Applicable to
Certain


Employees and Former
Employees of


Perfecseal


 


On April 29, 1996, Perfecseal, Inc.
(“Perfecseal”), a wholly owned subsidiary of the Company, acquired certain
assets from Paper Manufacturers Company. 
Paper Manufacturers Company sponsored the Pension Plan of Paper
Manufacturers Company (the “PMCO Plan”) for the benefit of its salaried
employees.  Salaried employees of
Perfecseal 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 this
Plan.  The following modifications of the
Bemis Retirement Plan are applicable in determining benefits payable with
respect to persons who were participants in the PMCO Plan and who terminated
employment on or after January 1, 1997. 
Such persons are hereafter referred to as “PMCO Plan Participants”.


 


1.


 


Perfecseal is a Participating Employer
effective as of January 1, 1997.


 


2.


 


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


 


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


 


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


 


85

















 


3.


 


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


 


4.


 


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


 


5.


 


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


 


(a)                                  His Accrued
Benefit as of December 31, 1996 calculated in accordance with Sec. 3.1 of
the 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 Accrued
Monthly Pension calculated under Sec. 4.5 of this Plan, based solely upon pay
and service after December 31, 1996.


 


6.


 


If assets and liabilities of the PMCO Plan
with respect to a Participant whose Termination of Employment occurred prior to
January 1, 1997 are transferred to this Plan, and such Participant does
not have service under this Plan after December 31, 1996, his or her
benefits will be determined under the PMCO Plan, but will be paid by this Plan.


 


86

















 


Appendix C


 


BEMIS
RETIREMENT PLAN


 


Modifications Applicable to
Certain


Employees and Former
Employees of


Paramount Packaging
Corporation -Tennessee


 


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


 


Benefits payable with
respect to participants in the Paramount Plans who terminated employment prior
to December 31, 1997 will be paid by this Plan, but will be determined
according to the terms of the Paramount Salaried Plan or Paramount Hourly Plan,
whichever is applicable, as in effect at the time the individual terminated
employment.  However, Sec. 8.2 and 4.10(c) of
this 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 applies
regardless of the individual’s termination date.


 


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


 


1.


 


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


 


2.


 


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


 


87

















 


3.


 


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


 


4.


 


If a person who was an employee of Paramount
Tennessee on December 31, 1997 has a Termination of Employment after he
has 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 four
but fewer than five years of Elapsed Time, he shall be 40% vested.  In such cases the Participant will be eligible
for a benefit under Sec. 6.4, but the benefit amount will be adjusted to
reflect the vested percentage.  The
foregoing special vesting rule applies to the individual’s entire benefit,
not just the portion accrued before 1998.


 


5.


 


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


 


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


 


(b)                                 His Accrued
Monthly Pension calculated under Sec. 4.5 of this Plan, based solely upon pay
and service after December 31, 1997.


 


6.


 


A Paramount Plan Participant’s monthly
pension will not be less than his “Minimum Monthly Pension” determined as
follows:


 


(a)                                  The amount of
said Minimum Monthly Pension will be the Participant’s Accrued Monthly Pension
as of December 31, 1997, calculated in accordance with Sec. 1.1 of the
Paramount 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 the
Participant’s pension begins before he attains age 65, the Minimum Monthly
Pension will be reduced by 5/9 of 1% for each month by which the commencement
date precedes the end of the month in which he attains age 65.  Said reduction does not apply if the
Participant’s pension begins after he attains age 65.


 


88

















 


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


 


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


 


(e)                                  For purposes of
determining whether a Paramount Plan Participant’s 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 sum payment, the lump sum benefit will be the amount
in (i) or the amount in (ii), whichever is greater:


 


(i)                                     The Actuarial
Equivalent present value of a monthly pension for the Participant’s lifetime
beginning the first day of the month following his attainment of age 65 (or
following his Termination of Employment if after he attains age 65), in a
monthly 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 the
value of the life and 60-months-certain normal form of payment under the
Paramount Plan.


 


(ii)                                  The Actuarial
Equivalent present value of a monthly pension for the Participant’s lifetime
beginning the first day of the month following the date he attains Normal
Retirement Age (as defined in Sec. 2.15 of this Plan) or following his
Termination of Employment if after he attains Normal Retirement Age, in a
monthly amount equal to the sum of the amounts in (a) and (b) of
section 5 of this Appendix.


 


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


 


7.


 


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


 


89
















 


Appendix D


 


BEMIS
RETIREMENT PLAN


 


Modifications Applicable to
Certain


Employees and Former
Employees of


Paramount Packaging
Corporation -Texas


 


On January 1, 1997, the Company acquired
Paramount Packaging Corporation and its subsidiaries, including Paramount
Packaging Corporation - Texas (“Paramount Texas”), a Texas corporation with
operations at Longview, Texas.  Paramount
Texas sponsored the Pension Plan for Longview Employees of Paramount Packaging
Corporation (Texas) (the “Paramount Texas Plan”), for the benefit of its
salaried 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 at
Longview, Texas were transferred to this Plan:


 


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


 


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


 


Benefits payable with
respect to such persons will be determined under this Plan, subject to the
terms of this Appendix.  Benefits for
other 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 be
paid by the BHRP.


 


1.


 


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


 


2.


 


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


 


(1)                                  For Paramount
Salaried Employees, January 1, 1997.


 


90

















 


(2)                                  For Paramount
Hourly Employees, January 1, 1999.


 


3.


 


If a person who was a participant in the
Paramount Texas Plan on December 31, 1997 has a Termination of Employment
after he has 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 four, but fewer than five years of Elapsed Time, he shall be 40%
vested.  In such cases, the Participant
will be eligible for a benefit under Sec. 6.4, but the benefit amount will be
adjusted to reflect the vested percentage. 
The foregoing special vesting rule applies to the individual’s
entire benefit.


 


4.


 


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


 


(a)                                  $15 multiplied
by his credited service through December 31, 1996 determined under the
Paramount Texas Plan.


 


(b)                                 His Accrued
Monthly Pension calculated under Sec. 4.5 of this Plan, based solely upon pay
and service after December 31, 1996.


 


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


 


(c)                                  $15 multiplied
by his credited service through December 31, 1997 determined under the
Paramount Texas Plan.


 


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


 


(e)                                  His Accrued
Monthly Pension calculated under Sec. 4.5 of this Plan, based solely upon pay
and service after December 31, 1998.


 


5.


 


Such an employee’s monthly
pension will not be less than his “Minimum Monthly Pension” determined as
follows:


 


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


 


91

















 


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


 


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


 


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


 


(e)                                  For purposes of
determining 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 sum
payment, the lump sum benefit will be the amount in (i) or the amount in
(ii), whichever is greater:


 


(i)                                     The Actuarial
Equivalent present value of a monthly pension for the Participant’s lifetime
beginning the first day of the month following his attainment of age 65 (or
following his Termination of Employment if after he attains age 65), in a
monthly amount equal to the amount in (a) adjusted as provided in (c) to
reflect the value of the life and 60-months-certain normal form of payment
under the Paramount Texas Plan.


 


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


 


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


 


6.


 


In addition to the optional settlements
listed in Sec. 7.4 of the Plan, Paramount Salaried Employees and Paramount
Hourly Employees may elect an option providing a reduced monthly pension
payable to the Participant commencing on the same date as that upon which
payments would otherwise commence and terminating with the last monthly payment
before his death.  If his death occurs on
or after the due date of the first monthly payment under the option and before
60 monthly payments have been made to him, such benefit shall be continued to
his Beneficiary


 


92

















 


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


 


93

















 


Appendix E


 


BEMIS RETIREMENT
PLAN


 


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

  	
   

  



 


94

















 


Appendix
F


 


BEMIS RETIREMENT PLAN


 


Modifications
Applicable to Certain


Employees at the Company’s
Custom Resins Division


 


Prior
to September 1, 1984, employees of the Company’s Custom Resins division
were not eligible to participate in the Plan. 
Such employees instead participated in the Bemis Custom Resins Division
Employees’ Pension Plan (the “Custom Resins Plan”).  Effective as of September 1, 1984,
employees of the Custom Resins division are eligible to participate in this
Plan, subject to the following special provisions applicable to Participants
who were employees of said division prior to said date:


 


1.


 


Each
such employee shall be deemed to have been a Qualified Employee during his
employment with the Custom Resins division after December 31, 1976 and
prior to September 1, 1984, subject to the definition of Qualified
Employee in Sec. 2.19, other than subsection (a) thereof.  As a result, service and earnings during said
period may be taken into account in determining Years of Credited Service and
Final Average Salary.


 


2.


 


Each
such employee who was an employee of Custom Resins, Inc. immediately prior
to acquisition of said corporation by the Company in December, 1976 shall have
years 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 have
years of Elapsed Time for service on and after January 1, 1977 as
determined under Sec. 3.4.


 


3.


 


Each such employee’s Accrued
Monthly Pension is equal to the amount determined under Sec. 4.5, less an
offset reflecting his Regular Account under the Custom Resins Plan, said offset
to 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 this
Appendix are to the Bemis Retirement Plan in effect as of January 1, 1994.


 


95
















 


Appendix G


 


BEMIS RETIREMENT PLAN


 






 


Modifications Applicable to


Employees of Mankato Division of 


Harrison & Smith Company, Inc.


 






 


1.


 


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


 


Harrison &
Smith Company, Inc. (a Delaware corporation) adopted this Plan for the
benefit of its eligible employees and became a Participating Employer hereunder
as of January 1, 1969.  At that
time, Mankato Corporation (a Minnesota corporation) was a wholly-owned
subsidiary 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 Mankato
Division of Harrison & Smith Company, Inc. (hereinafter referred
to as the “Mankato Division”).  Mankato
Corporation (a Minnesota Corporation) was never a Participating Employer
hereunder.


 


The
Mankato Division maintains the Mankato Retirement Plan (hereinafter referred to
as the “Mankato Plan”) for the benefit of its eligible employees.  The Mankato Plan is embodied in a group
annuity 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 to
discontinue the further accrual of benefits thereunder by salaried and
office-clerical employees of the Mankato Division and simultaneously adopted
this Appendix to provide for the participation of such employees under this
Plan.  Persons formerly employed by the
Mankato Division later became employees of Mankato Corporation, a Delaware
corporation, which became a Participating Employer.  The participation of such employees under
this 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 shall
be provided under the conditions, at the times, in the manner, and in the
amounts provided by such Mankato Plan, and the provisions of the other sections
contained in this Article VI shall not apply to benefits payable under the
Mankato Plan.  Nevertheless, pension
benefits payable under this Plan to former Participants who were participants
in the Mankato Plan prior to January 1,


 


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


 


96

















 


1971 and to the
Beneficiaries of such former Participants shall be paid only in accordance with
the following terms and conditions:


 


(a)                                  Each monthly
pension 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 the
normal retirement annuity accrued on his behalf on December 31, 1970 under
the 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 Mankato
Plan on December 31, 1970 shall be converted by the Actuary (without
giving effect to any death benefit payable under the Mankato Plan) to the
monthly amount that would be payable under an actuarially equivalent benefit
commencing on the same date and in the same form as his benefit under this
Plan.


 


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


 


3.


 


Sec.
7.5 is deleted in its entirety.


 


4.


 


Actuarial
Equivalents for this Appendix will be determined under Sec. 4.10.


 


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


 


97

















 


Appendix H


 


BEMIS RETIREMENT PLAN


 


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


 


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


 


1.


 


Each
such Participant is fully vested regardless of his length of service.


 


2.


 


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


 


3.


 


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


 


4.


 


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


 


NOTE:  Terms used in this
Appendix are defined as provided in the Bemis Retirement Plan in effect as of
September 1, 1987.


 


98

















 


Appendix I


 


BEMIS RETIREMENT PLAN


 


Modifications Applicable to Certain Employees of


Western Litho Plate & Supply Co.


 


The
Company sold its shares of Western Litho Plate & Supply Co. (“Western
Litho”) on April 30, 1987.  The
following provisions apply with regard to each Participant who is an employee
of Western Litho on April 30, 1987:


 


1.


 


Each
such Participant is fully vested regardless of his length of service.


 


2.


 


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


 


3.


 


Such
a Participant shall be deemed to have had a Termination of Employment on April 30,
1987.  Compensation from and service with
Western Litho or any successor of Western Litho after April 30, 1987 shall
be disregarded for purposes of determining whether such a Participant is
eligible for a pension and for purposes of determining the amount of that
pension.


 


4.


 


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


 


NOTE:  Terms used in this
Appendix are defined as provided in the Bemis Retirement Plan in effect as of
September 1, 1987.


 


99

















 


Appendix J


 


BEMIS RETIREMENT PLAN


 






 


Modifications Applicable to


Employees of Western Litho


Plate and Supply Company


 






 


1.


 


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


 


Prior
to January 1, 1969, Western Litho Plate and Supply Company (a Delaware
corporation) maintained the Western Litho Plate and Supply Company, Inc.
Employees’ Pension Trust (herein referred to as the “Western Plan”).  Effective January 1, 1969, Western Litho
Plate and Supply Company adopted this Plan and immediately thereafter amended
the Western Plan as it applied to employees eligible to participate hereunder
by merging it into this Plan.  With
respect to said employees, the Western Plan shall be deemed to continue as this
Plan.


 


2.


 


Sec.
7.5 is modified to read as follows:


 


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


 


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


 


(b)                                 If a benefit is payable 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 death of said
spouse.


 


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


 


100

















 


3.


 


A
new 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 Plate
and Supply Company, Inc. Employees’ Pension Trust on December 31,
1968, the monthly amount of any pension (i) payable under Sec. 6.1, or
6.2, or (ii) otherwise payable under Sec. 6.4 as if said section contained
no requirements as to age or service for vesting shall not be less than the
minimum benefit determined in accordance with this section.  The “minimum benefit” referred to herein
shall 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 Plan
and subsequently surrendered to the insurance carrier by the trustees of said
plan, with Accumulated Interest thereon, plus


 


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


 


In determining the monthly amount of such minimum
benefit, the death benefit described in Sec. 7.5 shall be taken into
consideration.


 


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


 


101