EXHIBIT 10(f)


 


BEMIS
SUPPLEMENTAL RETIREMENT PLAN FOR SENIOR OFFICERS


(As
Established Effective January 1, 2003)


 


Section 1.                                            Purpose of Plan.   The
Bemis Supplemental Retirement Plan for Senior Officers (the “Plan”) has been
established to provide supplemental benefits in addition to those provided
through the Retirement Plan and social security.  By providing said benefits, the Plan provides deferred
compensation for a select group of management or highly compensated employees
and therefore is exempt from most requirements of ERISA.


 


Section 2.                                            Definitions.  The
following definitions shall apply for purposes of this Plan:


 


(a)                                  The “Actuarial
Equivalent” factors used in calculating lump sum payments under
Section 10 are as follows:


 


(1)                                  Interest shall be the average of the interest
rate assumptions used in the Pension Benefit Guaranty Corporation immediate
annuity factors for the last three Octobers immediately preceding the Plan Year
in which the lump sum is paid.


 


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


 


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


 


(c)                                  “Change in Control” of the Company means any of the following:


 


(1)                                  The sale, lease, exchange or other transfer,
directly or indirectly, of substantially all of the assets of the Company (in
one transaction or in a series of related transactions) to a person or entity
that is not controlled by the Company;


 


(2)                                  The approval by the shareholders of the
Company of any plan or proposal for the liquidation or dissolution of the
Company;


 


(3)                                  A merger or consolidation to which the Company
is a party if the shareholders of the Company immediately prior to effective
date of such merger or consolidation have “beneficial ownership”, as defined in
Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”),
immediately following the effective date of such merger or consolidation, of
securities of the surviving corporation representing (i) more than 50%, but not
more than 80%, of the combined voting power of the surviving corporation’s then
outstanding securities ordinarily having the right to vote at elections of
directors, unless such merger or consolidation has been approved in advance by
the Incumbent Directors, or (ii) 50% or less of the combined voting power of
the surviving corporation’s then outstanding securities ordinarily having the
right to vote at elections of directors (regardless of any approval by the Incumbent
Directors);


 


(4)                                  Any person becomes, after the effective date
of the Plan, the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of (A) 20% or more, but not 50% or more,
of the combined voting power of the Company’s outstanding securities ordinarily
having the right to vote at elections of directors, unless the transaction
resulting in such ownership has been approved in advance by the Incumbent
Directors, or (B) 50% or more of the combined voting power of the Company’s
outstanding securities ordinarily having the right to vote at elections of
directors (regardless of any approval by the Incumbent Directors);


 


(5)                                  The Incumbent Directors cease, for any reason,
to constitute at least a majority of the Board; or


 


(6)                                  A Change in Control of the Company of a nature
that would be required to be reported pursuant to Section 13 or 15(d) of the
Exchange Act, whether or not the Company is then subject to such reporting
requirements.


 


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


 


(e)                                  “Committee”  means
the Compensation Committee of the Board.


 


(f)                                    “Company” means Bemis Company, Inc., a Missouri
corporation.


 


(g)                                 “Control Group” means the Company and any trade or business
under common control with the Company within the meaning of Code section 414(b)
and (c).


 


(h)                                 “Conversion Factor” means the appropriate factor from the
following table, which will be used if the Participant’s benefit is paid in a
form other than life only:


 


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  Form of Benefit

  	
   

  	
  Factor

  
	
   

  	
   

  	
   

  
	
  Qualified Joint and
  Survivor Annuity and 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%.

  
	
  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%.

  
	
  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 joint
  annuitant is younger than the Participant; provided, however, that such
  factor shall never exceed 100%.

  
	
  Life and 10 Years Certain

  	
   

  	
  91%

  



 


The
above factors are the same as those used under the Retirement Plan.  For 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.


 


(i)                                     “Credited Service” is as defined in the Retirement Plan.


 


(j)                                     “Elapsed Time” is as defined in the Retirement Plan.


 


(k)                                  “Employment Commencement
Date” is the date an
individual first becomes an employee of the Company or another member of the
Control Group.


 


(l)                                       “ERISA”
means the Employee Retirement Income Security Act of 1974, as from time to time
amended.


 


(m)                               “Final Average Earnings” is as defined in the Retirement Plan,
provided, however, that said amount shall be calculated without regard to the
Code § 401(a)(17) limit on annual pay, which is $200,000 for 2002 and is
subject to a cost-of-living adjustment for years after 2002.


 


(n)                                 “Incumbent Directors” for purposes of determining whether a Change
in Control has occurred means any individuals who are members of the Board on
the effective date of the Plan and any individual who subsequently becomes a
member of the Board whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the directors
comprising the Board on the effective date of the Plan (either by specific vote
or by approval of the Company’s proxy statement in which such individual is
named as a nominee for director without objection to such nomination).


 


(o)                                 “Normal Retirement Age” is as defined in Sec. 2.15 of the Retirement
Plan.  However, if a Participant is an
“eligible employee” as defined in Sec. 6.11 of the Retirement Plan, Normal
Retirement Age is age 65, regardless of the Participant’s year of birth.


 


(p)                                 “Participant” means an individual designated as such
pursuant to Section 3.


 


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


 


(r)                                    “Participation Agreement” is the agreement entered into between a
Participant and the Company regarding participation in this Plan.


 


(s)                                  “Qualified Spouse” is defined in Sec. 7.1 of the Retirement
Plan.


 


(t)                                    “Retirement Plan” means the Bemis Retirement Plan as amended
from time to time.


 


(u)                                 “Supplemental Accrued
Benefit” is defined in
Section 5.


 


(v)                                 “Termination of Employment” shall be deemed to occur upon the happening
of any event which, under the policy of the Company, results in the termination
of the employer-employee relationship; provided, however, that Termination of
Employment shall not be deemed to occur upon any transfer between members of
the Control Group.


 


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Section 3.                                            Eligibility to Participate. 
Participants shall be designated by the Committee from among senior
officers of the Company.  The Company
will enter into a Participation Agreement with each Participant.  Individuals who participate in the Plan are
not eligible to participate in or receive benefits under the Bemis Company,
Inc. Supplemental Retirement Plan.  As a
precondition to participating in this Plan, each Participant must agree to
waive all rights under said other Plan. 
However, if a Participant has a Termination of Employment under
circumstances where no benefits are payable under this Plan because the
Participant has not satisfied the age and length of service requirements of
Section 4(a) or (b), the Participant (or surviving spouse or other Beneficiary
of a deceased Participant) will resume participating in the Bemis Company, Inc.
Supplemental Retirement Plan and will be entitled to whatever benefits are
available under said Plan.


 


Section 4.                                            Eligibility for a Benefit
(Vesting).  If a Participant’s Termination of Employment
occurs for a reason other than his or her death under either of the following
circumstances, he or she shall be entitled to a Supplemental Accrued Benefit
determined as provided in Sections 5 and 6:


 


(a)                                  The Participant’s Termination of Employment
occurs after he or she has attained age 50 and completed 20 or more years of
Elapsed Time.


 


(b)                                 The Participant’s Termination of Employment
occurs at a time when the sum of the Participant’s attained age on his or her
last birthday and his or her whole years of Elapsed Time is 75 or more.


 


However, if a Participant’s
Termination of Employment occurs after he or she has met the requirements of
(a) or (b) and the Participant dies after Termination of Employment but before
his or her benefit commencement date under Sections 5 and 6, no benefit will be
payable under said sections, but the Participant’s Qualified Spouse, if any,
shall be entitled to a Supplemental Preretirement Death Benefit determined as
provided in Section 7.  Also, if a
Participant’s Termination of Employment is due to his or her death and occurs
after he or she has met the requirements of (a) or (b), no benefit will be
payable under Sections 5 and 6 and the Participant’s Qualified Spouse, if any,
shall be entitled to a Supplemental Preretirement Death Benefit determined as
provided in Section 7.


 


No benefit will be payable
under the Plan if the Participant’s Termination of Employment occurs before the
Participant met the foregoing age and service requirements, but as provided in
Section 3, upon such Termination of Employment the Participant will resume
participating in the Bemis Company, Inc. Supplemental Retirement Plan.


 


Section 5.                                            Supplemental Accrued Benefit.  A
Participant’s “Supplemental Accrued Benefit” is a monthly amount equal to the
amount in (a) minus the amount in (b):


 


(a)                                  2.5% of the Participant’s Final Average
Monthly Earnings multiplied by his or her years of Credited Service (but not
more than 20 years).  If the
Participant’s benefit under this Plan and the Retirement Plan is paid in a form
other than life only, said amount shall be multiplied by the applicable Conversion
Factor.


 


less


 


(b)                                 The sum of the following amounts:


 


(1)                                  The Participant’s monthly pension under the
Retirement Plan under the form of payment actually paid under said Plan, but
excluding the following amounts:


 


(A)                              Any portion of said benefit attributable to
amounts rolled over from the Bemis Investment Incentive Plan.


 


(B)                                Any social security supplement payable
pursuant to Sec. 6.11(b)(4) of the Retirement Plan.


 


(2)                                  2.5% of the Participant’s Primary Social
Security Benefit determined under Sec. 4.9 of the Retirement Plan, multiplied
by the Participant’s years of Credited Service (but not more than 20
years).  If the Participant’s benefit
under this Plan and the Retirement Plan is paid in a form other than life only,
said amount shall be multiplied by the applicable Conversion Factor.


 


Section 6.                                            Form of Payment and
Commencement Date.  A Participant’s benefit under Section 5 will
begin at the same time and be paid in the same form as his or her benefit under
the Retirement Plan.  The benefit may
not begin prior to the earliest date the Participant has both attained age 55
and had a Termination of Employment.  If
payment begins before the Participant attains Normal Retirement Age, the amount
in Section 5(a) will not be subject to reduction for early commencement.  If the benefit is paid in a form other than
for the Participant’s life only, the monthly amount payable during the
Participant’s lifetime will be reduced by the appropriate Conversion Factor,
and the monthly amount payable after the Participant’s death will be determined
in accordance with the form of payment the Participant elected.


 


Section 7.                                            Supplemental Preretirement
Death Benefit.  The Supplemental Preretirement Death Benefit
payable to a Qualified Spouse will be a monthly amount equal to the amount in
(a) minus the amount in (b):


 


(a)                                  2.5% of the Participant’s Final Average
Monthly Earnings multiplied by his or her years of Credited Service (but not
more than 20 years), multiplied by the Conversion Factor for a joint and full
survivor annuity for the Participant and Qualified Spouse.


 


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less


 


(b)                                 The monthly amount payable to the Qualified
Spouse under the Retirement Plan, but disregarding any portion thereof
attributable to amounts rolled over from the Bemis Investment Incentive Plan.


 


If payment begins before the
Participant would have attained Normal Retirement Age, the amount in (a) will
not be subject to reduction for early commencement.


 


If the Participant’s death
occurs before he or she attained age 55, said death benefit will commence as of
the first day of the month following the month the Participant would have
attained age 55.  No death benefit will
be paid for months prior to said commencement date.


 


Section 8.                                            Misconduct.   No
benefits will be paid to a Participant under this Plan if the Participant’s
Termination of Employment occurs due to commission of any act of fraud,
misappropriation, or embezzlement, or due to commission of a felony in
connection with his or her termination (or such grounds for termination existed
at the time of Participant’s Termination of Employment for other reasons).


 


Section 9.                                            Miscellaneous Provisions.


 


(a)                                  The Plan will be administered in behalf of the
Company by the Committee.  The Committee
has discretionary authority to construe the terms of the Plan, and the
Committee’s determinations shall be final and binding on all persons.  The Committee may delegate all or any part
of its administrative responsibilities to employees of the Company.


 


(b)                                 No Participant shall have any right to assign,
pledge, transfer or otherwise hypothecate this Plan or the payments hereunder,
in whole or in part.  Benefits under
this Plan will not be subject to execution, attachment, or similar process.


 


(c)                                  This Plan constitutes the Company’s
unconditional promise to pay the amounts which become payable pursuant to the
terms hereof.  A Participant’s rights
are solely those of an unsecured wage creditor.  This Agreement does not give any Participant a security interest
in any specific assets of the Company. 
The Company may establish a trust for the purpose of paying all or any
part of the benefits payable under the Plan. 
If such a trust is established, the trust’s assets will be subject to
the claims of the Company’s creditors, and the trust’s assets will not be considered
Plan assets for purposes of ERISA.


 


(d)                                 The Committee may, in its sole discretion,
arrange for payment by each Participating Employer of the amounts the Committee
determines are attributable to service with that Participating Employer.  Absent such arrangements, a Participant’s
entire benefit shall be paid by the Participating Employer by which the
Participant was last employed.  The
Committee may also arrange for one Participating Employer to serve as agent for
the other Participating Employers for purposes of issuing benefit payment
checks under the Plan.


 


(e)                                  This Plan or any Participation Agreement under
the Plan shall not be construed as a contract of employment and does not
restrict the right of the Company or any other member of the Control Group to
discharge the Participant or the right of the Participant to terminate
employment.


 


(f)                                    The provisions of this Plan shall be construed
according to the laws of Minnesota.


 


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


 


(h)                                 The Plan may be amended from time to time by
the Company, subject to the following:


 


(1)                                  The amendment must be approved by the Board or
Committee, except as follows:


 


(A)                              The Chief Executive Officer of the Company
also may amend the Plan, provided the amendment does not materially increase
the cost of the Plan or the amount of benefits provided by the Plan.


 


(B)                                In addition, the Board or Committee may
delegate to the Chief Executive Officer authority to approve amendments not
falling with the scope of (1).


 


(2)                                  No amendment will have the effect of reducing
benefits payable to any Participant whose Termination of Employment occurred
prior to the date the amendment is adopted or who has satisfied the age and
length of service requirements of Section 4.


 


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Section 10.                                      Acceleration of Benefits Upon
Change In Control.  If a Change in Control has occurred, or the
Committee determines that a Change in Control is likely to occur within six
months of the date of determination, the following provisions shall be
applicable:


 


(a)                                  All remaining benefits payable under the Plan
with respect to any Participant who is a former employee of the Company at the
time of said Change in Control or Committee determination will be paid
immediately in a lump sum.  Said payment
will be made to the Participant if he is living on the payment date.  If the Participant is deceased on the
payment date, the payment will be made to the person or persons entitled to
death benefits with respect to the Participant.  In either case, the lump sum payment will be in an amount which
is the Actuarial Equivalent of the remaining benefits.


 


(b)                                 If a Participant is an active employee of a
Participating Employer at the time of said Change in Control or Committee
determination, but has a Termination of Employment not later than 12 months
after the Change in Control, all benefits payable with respect to the
Participant will be paid in a lump sum promptly after his Termination of
Employment.  The lump sum will be the
Actuarial Equivalent of said benefits.


 


(c)                                  However, the Committee may, in its sole
discretion, permit Participants eligible for lump sum payments under (a) or (b)
to waive the lump sum payment.  Any
Participant who elects to waive the lump sum payment will continue receiving
his or her remaining benefits in the form of a monthly pension.


 


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