10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Three Months Ended March 31, 2005

Commission File Number 1-5277

BEMIS COMPANY, INC.

(Exact name of registrant as specified in its charter)

Missouri	43-0178130
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
222 South 9th Street, Suite 2300 Minneapolis, Minnesota	55402-4099
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (612) 376-3000

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.
YES ý   NO o

Indicate by check mark whether the registrant is an accelerated filer.         YES ý   NO o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  As of May 6, 2005, the Registrant had 107,159,185 shares of Common Stock, $.10 par value, issued and outstanding.

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The unaudited financial statements, enclosed as Exhibit 19 to this Form 10-Q, are incorporated by reference into this Item 1.  In the opinion of management, the financial statements reflect all adjustments necessary for a fair presentation of the financial position and the results of operation as of and for the three months ended March 31, 2005.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Bemis Company, Inc. is a leading manufacturer of flexible packaging and pressure sensitive materials supplying a variety of industries.  The food industry is our largest market, representing about 65 percent of our total net sales.  During the first quarter of 2005, diluted earnings per share decreased by 25.0 percent to $0.30 compared to $0.40 per share in the first quarter of 2004.  The decrease is primarily related to cost increases in flexible packaging raw materials that have temporarily outpaced our ability to adjust related selling prices.

Market Conditions

Bemis uses varying grades of many different polymer resins in our flexible packaging manufacturing operations, including nylon, polyester, polypropylene, EVOH (ethyl vinyl alcohol), and polyethylene.  During the latter half of the fourth quarter of 2004 and early in the first quarter of 2005, the cost of polymer resins increased substantially over a short period of time.  We employ a business model that periodically adjusts product selling prices to reflect changes in raw material costs.  While this pricing strategy has been used successfully through numerous market cycles, our selling prices did not keep pace with the rapidly increasing cost of polymer resins during the first quarter.  The impact of this time lag was magnified by strong order trends at the beginning of the quarter that weakened toward the end of the quarter.

Acquisition of Dixie Toga, S.A.

On January 5, 2005, we acquired the majority ownership of one of the largest packaging companies in South America, Dixie Toga, S.A., which is headquartered in São Paulo, Brazil.  Annual revenues for this subsidiary are expected to exceed $400 million in 2005.  The acquisition included substantially all of the outstanding voting common stock of Dixie Toga and 43 percent of the outstanding nonvoting preferred shares.  The cash purchase price of approximately $250 million was financed with commercial paper.  While we expect this acquisition to contribute $0.08 to $0.10 per share to the results for the total year 2005, operating results net of financing costs were not accretive to the first quarter due to the impact of purchase accounting.

Results of Operations – First Quarter 2005

Net sales for the first quarter ended March 31, 2005, were $831.9 million compared to $684.0 million in the first quarter of 2004, an increase of 21.6 percent.  The January 2005 acquisition of Dixie Toga in Brazil and the May 2004 Masterpak acquisition in Mexico combined to deliver a 16.1 percent increase in net sales compared to the first quarter of last year.  In addition, currency effects represented a 1.0 percent increase in net sales.

Operating profit decreased to $77.5 million in the first quarter of 2005 from $79.2 million for the same period of 2004, reflecting the impact of the time lag between rapidly increasing flexible packaging raw material costs and associated selling price adjustments.  The pressure sensitive material business segment continued to focus on cost control and improved sales mix to achieve a 36.2 percent improvement in operating profit in the first quarter of 2005 compared to the first quarter of 2004.

Net income totaled $32.2 million for the first quarter of 2005, compared to $43.0 million for the same period of 2004.  Diluted earnings per share was $0.30 for the first quarter, compared to $0.40 per share for the first quarter of 2004.  Net income was negatively affected by higher raw material costs in flexible packaging in addition to increased interest rates on debt.

Flexible Packaging Business Segment

Net sales for the flexible packaging business segment increased to $688.1 million compared to $538.8 million in the first quarter of 2004, a 27.7 percent increase. Acquisitions accounted for a 20.5 percent increase in net sales.  Currency effects contributed 0.9 percent to net sales growth.  The remaining 6.3 percent sales increase consists of an improvement of 1.4 percent in unit sales volume and a 4.9 percent increase in price and mix.  The increase in price and mix reflects the impact of increased raw material costs that have resulted in corresponding increases in selling prices.

Operating profit from the flexible packaging business segment was $69.9 million, compared to $73.6 million during the first quarter of 2004.  As a percent of net sales, operating profit decreased to 10.2 percent in 2005 from 13.7 percent in 2004.  Raw material costs increased rapidly during the latter part of the fourth quarter and early in the first quarter.  Unit sales volumes were also strong at the beginning of the quarter, but weakened later in the first quarter as selling prices were adjusted to reflect increased costs.  We recorded increased unit sales volumes in packaging for markets such as frozen foods, medical devices, confectionary products, and certain meat and cheese products.  Stable to slightly lower unit sales volumes in the remaining markets offset these improvements resulting in a total flexible packaging segment unit sales volume improvement of about 1.4 percent.  We expect customer orders to continue to fluctuate in response to adjustments in selling prices during 2005.  In addition, we have found it difficult to adjust selling prices in Europe where our market position is smaller.  As a result of uncertainties related to volume trends in North America and pricing in European markets, we have reduced our expectations for growth in 2005.  Excluding the favorable impact of the Dixie Toga acquisition, we expect unit sales volume levels in 2005 to be consistent with the

2

levels of 2004.  While the impact of purchase accounting essentially offset the earnings contribution from our recent Dixie Toga acquisition during the first quarter, we expect to benefit from this growing business beginning in the second quarter.

Pressure Sensitive Materials Business Segment

First quarter net sales for the pressure sensitive materials business segment decreased 1.0 percent to $143.8 million in 2005 compared to $145.3 million in 2004.  Currency effects accounted for a 2.3 percent increase.  The resulting 3.3 percent decrease in net sales is a result of unit sales volume decreases totaling 9.5 percent, partially offset by a 6.2 percent increase in price and mix.  Recent efforts to improve profitability in this segment include adjusting sales mix toward more value added products and implementing appropriate selling price adjustments.

Operating profit from the pressure sensitive materials business was $7.6 million, or 5.3 percent of net sales, compared to $5.6 million, or 3.9 percent of net sales, in the first quarter of 2004.    Net charges for restructuring and related activities reduced the results of the first quarter of 2004 by $0.5 million.  Sales mix improvements combined with ongoing cost control have delivered consistent year-over-year improvement in this business segment.  We expect to achieve operating profit margins in the range of 5 to 7 percent of net sales throughout 2005.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased to $86.2 million or 10.4 percent of net sales in the first quarter of 2005 compared to $70.0 million or 10.2 percent of net sales for the first quarter of 2004.  We expect selling, general and administrative expenses as a percentage of net sales for the total year 2005 to be in the range of 10.0 to 10.5 percent.

Research and Development

Research and development expenses were $5.8 million for the first quarter of 2005 compared to $5.1 million during the same period of 2004.  As a percent of net sales, research and development expenses were 0.7 percent, consistent with the previous year.

Interest Expense

Interest expense was $8.4 million for the first quarter of 2005, an increase of $5.8 million from the first quarter of 2004.  The increase reflects $1.8 million related to higher debt levels as a result of the January acquisition financing for Dixie Toga, $1.4 million related to debt assumed in the acquisition, and generally higher interest rates compared to the first quarter of 2004.  We have historically financed our activities with variable rate debt and have benefited from the favorable short-term interest rate environment in recent years.  In March of 2005, we refinanced $300 million of variable rate commercial paper with 4.875 percent fixed rate notes due 2012, reducing the percentage of our total debt outstanding that is subject to variable interest rates.

Other Costs (Income), Net

During the first quarter of 2005, other costs and income included $1.3 million of interest income which was more than offset by currency exchange losses.  During the first quarter of 2004, other costs and income included $2.8 million of equity income from our investment in a Brazilian joint venture with Dixie Toga.  In 2005, this joint venture is accounted for on a consolidated basis and the related results for the first quarter of 2005 are included in flexible packaging operating profit.

Minority Interest in Net Income

In connection with the acquisition of Dixie Toga on January 5, 2005, we acquired 43 percent of the outstanding nonvoting preferred stock.  The increase in minority interest in the first quarter of 2005 is primarily due to the accounting for the preferred stock of Dixie Toga that was not acquired.

Income Taxes

Our effective tax rate was 39.1 percent in the first quarter of 2005, above our rate for the same period of 2004 of 38.6 percent.  The difference between our overall tax rate and the U.S. statutory tax rate of 35 percent in each period principally relates to state and local income taxes net of federal income tax benefits.  The increase from the first quarter of 2004 reflects a change in the percentage of income from international tax jurisdictions.

Liquidity and Capital Resources

Debt to Total Capitalization

Debt to total capitalization (which includes total debt, long-term deferred tax liabilities and equity) was 36.4 percent at March 31, 2005, compared to 26.7 percent at December 31, 2004.  Total debt as of March 31, 2005 was $857.9 million, an increase of $318.2 million from December 31, 2004.  This increase primarily reflects the impact of the January 5, 2005 acquisition of Dixie Toga for about $250 million in cash and an additional $33.7 million of debt assumed in the acquisition.

Sources of Liquidity

During the first quarter of 2005, we initially financed the acquisition of Dixie Toga with $250 million of commercial paper.  In March 2005, we refinanced $300 million of commercial paper with notes payable in 2012 at an interest rate of 4.875 percent.  On March 31, 2005, total long-term debt includes $154.8 million of commercial paper, $300 million of notes due in 2012, $250 million of public bonds due in 2008, and $100 million of public bonds due in July 2005.  Outstanding commercial paper is supported by $500 million of back-up credit facilities.  When the $100 million public bonds mature in July 2005, we intend to refinance that debt by issuing commercial paper.

3

Uses of Liquidity

Net cash provided by operating activities decreased to $30.1 million in the first quarter of 2005 compared to $62.3 million in the first quarter of 2004.  Increased use of working capital totaling $57.6 million is driven by inventory and accounts receivable balances resulting from higher raw material costs and product selling prices.

Capital expenditures were $43.8 million this quarter compared to $34.1 million for the first quarter of 2004.  Capital expenditures for 2005 are now expected to be in the range of $160 to $175 million, an increase from 2004 levels reflecting planned investments in capacity needs primarily in North American operations.  Some projects originally planned for 2005 have been postponed to 2006 in order to divert engineering resources to waste reduction projects to improve manufacturing efficiencies and reduce the impact of increased raw material costs in 2005.

Dividends

During the first quarter of 2005, we increased our quarterly cash dividend by 12.5 percent to $0.18 per share.  This is the 22^nd consecutive annual increase in the cash dividend on common stock.

Interest Rate Swaps

The fair value of interest rate swap agreements recorded on the balance sheet decreased from $14.9 million at December 31, 2004, to $8.0 million at March 31, 2005.  The impact of this change was a $6.9 million decrease in the recorded value of long-term debt with a corresponding decrease in other assets.  In connection with the issue of seven-year, $300 million notes in March 2005, we entered into a forward starting swap on February 3, 2005, in order to lock in an interest rate in advance of the pricing date for the notes.   On March 14, 2005, in conjunction with the pricing of the notes, we terminated the swap and recorded the resulting gain of $6.1 million on the balance sheet as other comprehensive income.  This gain will be amortized over the term of the notes.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain estimates, predictions, and other “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995, and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended).  Forward-looking statements are generally identified with the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “target,” “may,” “will,” “plan,” “project,” “should,” “continue,” or the negative thereof or other similar expressions, or discussion of future goals or aspirations, which are predictions of or indicate future events and trends and which do not relate to historical matters.  Such statements are based on information available to management as of the time of such statements and relate to, among other things, expectations of the business environment in which we operate, projections of future performance (financial and otherwise), including those of acquired companies, perceived opportunities in the market and statements regarding our mission and vision.  Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements.  We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Factors that could cause actual results to differ from those expected include, but are not limited to, general economic conditions caused by inflation, interest rates, consumer confidence, rates of unemployment and foreign currency exchange rates; investment performance of assets in our pension plans; operating results and cash flows from acquisitions may differ from what we anticipate; competitive conditions within our markets, including the acceptance of our new and existing products; threats or challenges to our patented or proprietary technologies; raw material costs, availability, and terms, particularly for polymer resins and adhesives; price changes for raw materials and our ability to pass these price changes on to our customers or otherwise manage commodity price fluctuation risks; the presence of adequate cash available for investment in our business in order to maintain desired debt levels; changes in governmental regulation, especially in the areas of environmental, health and safety matters, and foreign investment; unexpected outcomes in our current and future litigation proceedings, including the U.S. Department of Justice criminal investigation into competitive practices in the labelstock industry, any related proceedings or civil lawsuits, and the investigation by European Anticompetitive Authorities into the competitive practices in the paper and forestry products industries; unexpected outcomes in our current and future tax proceedings; changes in our labor relations; and the impact of changes in the world political environment including threatened or actual armed conflict.  These and other risks, uncertainties, and assumptions identified from time to time in our filings with the Securities and Exchange Commission, including without limitation, our Annual Report on Form 10-K, our quarterly reports on Form 10-Q, and our current report on Form 8-K filed March 15, 2005, could cause actual future results to differ materially from those projected in the forward-looking statements.  In addition, actual future results could differ materially from those projected in the forward-looking statement as a result of changes in the assumptions used in making such forward-looking statement.

Explanation of Terms Describing the Registrant’s Products

Barrier laminate – A multilayer plastic film made by laminating two or more films together with the use of glue or a molten plastic to achieve a barrier for the planned package contents.

Barrier products – Products that provide protection and extend the shelf life of the contents of the package.  These products provide this protection by combining different types of plastics and chemicals into a multilayered plastic package.  These products protect the contents from such things as moisture, sunlight, odor, or other elements.

Blown film – A plastic film that is extruded through a round die in the form of a tube and then expanded by a column of air in the manufacturing process.

Cast film – A plastic film that is extruded through a straight slot die as a flat sheet during its manufacturing process.

Coextruded film – A multiple layer extruded plastic film.

Controlled atmosphere packaging – A package which limits the flow of elements, such as oxygen or moisture, into or out of the package.

Decorative products – Pressure sensitive materials used for decorative signage, promotional items, and displays and advertisements.

4

Flexible polymer film – A non-rigid plastic film.

Flexographic printing – The most common flexible packaging printing process in North America using a raised rubber or alternative material image mounted on a printing cylinder.

In-line overlaminating capability – The ability to add a protective coating to a printed material during the printing process.

Labelstock – Base material for pressure sensitive labels.

Modified atmosphere packaging – A package in which the atmosphere inside the package has been modified by a gas such as nitrogen.

Monolayer film – A single layer extruded plastic film.

Multiwall paper bag – A package made from two or more layers of paper.

Paper products – Products that consist primarily of multiwall and single ply paper bags and printed paper roll stock.

Polyolefin shrink film – A packaging film consisting of polyethylene and/or polypropylene resins extruded via the blown process.  The film can be irradiated in a second process to cross link the molecules for added strength, durability, and toughness.  The product is characterized by thin gauge, high gloss, sparkle, transparency, and good sealing properties.

Pressure sensitive material – A material with adhesive such that upon contact with another material it will stick.

Roll label products – Pressure sensitive materials made up and sold in roll form.

Rotogravure printing – A high quality, long run printing process utilizing a metal cylinder.

Sheet products – Pressure sensitive materials cut into sheets and sold in sheet form.

Stretch film – A plastic film used to wrap pallets in the shipping process, which has significant ability to stretch.

Technical products – Technically engineered pressure sensitive materials used primarily for fastening and mounting functions.

Thermoformed plastic packaging – A package formed by applying heat to a film to shape it into a tray or cavity and then placing a flat film on top of the package after it has been filled.

UV inhibitors – Chemicals which protect against ultraviolet rays.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s market risk during the three-month period ended March 31, 2005.  For additional information, refer to Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

ITEM 4.  CONTROLS AND PROCEDURES

The Company’s management, under the direction, supervision, and involvement of the Chief Executive Officer and the Chief Financial Officer, has carried out an evaluation, as of the end of the period covered by this report, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) in place throughout the Company.  Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that disclosure controls and procedures in place at the Company are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms.

On January 5, 2005, the Company acquired majority ownership of Dixie Toga, S.A., which is headquartered in São Paulo, Brazil, one of the largest packaging companies in South America. The Company’s management has not yet completed an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission for this recently acquired subsidiary. Other than changes from the Dixie Toga acquisition, there has been no significant change in the Company’s internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company is involved in a number of lawsuits incidental to its business, including environmental related litigation.  Although it is difficult to predict the ultimate outcome of these cases, management believes, except as discussed below, that any ultimate liability would not have a material adverse effect upon the Company’s financial condition or results of operations.

The Indiana Department of Environmental Management has issued a Notice of Violation to the Company regarding various permitting and air emissions violations at its Terre Haute, Indiana facility.  The Company is cooperating with the Indiana agency and is seeking to resolve all open issues raised by the Notice of Violation.  Any settlement or other resolution of these matters may include a penalty.  While the Company cannot reasonably estimate the amount of any such penalty, management believes that it would not have a material adverse effect upon the Company’s financial condition or results of operations.

The Company is a potentially responsible party (PRP) in twelve superfund sites around the United States.  The Company expects its future liability relative to these sites to be insignificant, individually and in the aggregate.  The Company has reserved an amount that it believes to be adequate to cover its exposure.

5

Dixie Toga S.A., acquired by the Company on January 5, 2005, is involved in a tax dispute with the City of São Paulo.  The City has assessed a city services tax on the production and sale of printed labels and packaging products.  Dixie Toga, along with a number of other packaging companies disagree and contend that the city services tax is not applicable to its products and that the products are subject only to the state value added tax (VAT).  Under Brazilian law, state VAT and city services tax are mutually exclusive and the same transaction can be subject to only one of those taxes.  Based on a ruling from the State of São Paulo, advice from legal counsel, and long standing business practice, Dixie Toga disputed the applicability of the city services tax and instead continued to collect and pay only the state VAT.

The City of São Paulo disagreed and assessed Dixie Toga the city services tax for the years 1991-1995.  The assessments for those years are estimated to be approximately $40.0 million at the date the Company acquired Dixie Toga.  Dixie Toga challenged the assessments and ultimately litigated the issue.  A lower court decision in 2002 cancelled all of the assessments for 1991-1995.  The City of São Paulo, the State of São Paulo, and Dixie Toga have each appealed parts of the lower court decision.  The City continues to assert the applicability of the city services tax and has issued assessments for the subsequent years 1996-2001.  The assessments for those years for tax and penalties (exclusive of interest) are estimated to be approximately $26.0 million.

Dixie Toga strongly disagrees with the City’s position.  The Company believes that Dixie Toga has a strong legal position and intends to vigorously challenge any assessments by the City of São Paulo.  The Company is unable at this time to predict the ultimate outcome of the controversy and as such has not recorded any liability related to this matter.  An adverse resolution could be material to the results of operations and/or cash flows of the period in which the matter is resolved.

The Company first disclosed in a Form 8-K filed with the Securities and Exchange Commission on April 23, 2003, that the Department of Justice expected to initiate a criminal investigation into competitive practices in the labelstock industry and the Company further discussed the investigation and disclosed that it expected to receive a subpoena in its Form 10-Q filed for the quarter ended June 30, 2003.  In a Form 8-K filed with the Securities and Exchange Commission on August 15, 2003, the Company disclosed that it had received a subpoena from the U.S. Department of Justice in connection with the Department’s criminal investigation into competitive practices in the labelstock industry.  The Company has responded to the subpoena and will continue to cooperate fully with the requests of the U.S. Department of Justice.

The Company and its wholly-owned subsidiary, Morgan Adhesives Company, have been named as defendants in fourteen civil lawsuits.  Five of these lawsuits purport to represent a nationwide class of labelstock purchasers, and each alleges a conspiracy to fix prices within the self-adhesive labelstock industry.  On November 5, 2003, the Judicial Panel on MultiDistrict Litigation issued a decision consolidating all of the federal class actions for pretrial purposes in the United States District Court for the Middle District of Pennsylvania, before the Honorable Chief Judge Vanaskie.  Judge Vanaskie entered an order which calls for discovery to be taken on the issues relating to class certification and briefing on plaintiffs’ motion for class certification to be completed in November 2005.  At this time, a discovery cut-off and a trial date have not been set.  The Company has also been named in four lawsuits filed in the California Superior Court in San Francisco.  Three of these lawsuits seek to represent a class of all California indirect purchasers of labelstock and each alleged a conspiracy to fix prices within the self-adhesive labelstock industry.  These three lawsuits have been consolidated. The fourth lawsuit seeks to represent a class of California direct purchasers of labelstock and alleges a conspiracy to fix prices within the self-adhesive labelstock industry. Finally, the Company has been named in one lawsuit in Vermont, seeking to represent a class of all Vermont indirect purchasers of labelstock, one lawsuit in Ohio, seeking to represent a class of all Ohio indirect purchasers of labelstock, one lawsuit in Nebraska seeking to represent a class of all Nebraska indirect purchasers of labelstock, one lawsuit in Kansas seeking to represent a class of all Kansas indirect purchasers of labelstock, and one lawsuit in Tennessee, seeking to represent a class of purchasers of labelstock in various jurisdictions, all alleging a conspiracy to fix prices within the self-adhesive labelstock industry.  The Company intends to vigorously defend these lawsuits.

In a Form 8-K filed with the Securities and Exchange Commission on May 25, 2004, the Company disclosed that representatives from the European Commission had commenced a search of business records and interviews of certain Company personnel at its self-adhesive labelstock operation in Soignies, Belgium to investigate possible violations of European competition law in connection with an investigation of potential anticompetitive activities in the European paper and forestry products sector.  The Company continues to cooperate fully with the European Commission.

Given the ongoing status of the U.S. Department of Justice investigation, the related class-action civil lawsuits, and the European Commission investigation, the Company is unable to predict the outcome of these matters although the effect could be material to the results of operations and/or cash flows of the period in which the matter is resolved.  The Company is currently not otherwise subject to any pending litigation other than routine litigation arising in the ordinary course of business, none of which is expected to have a material adverse effect on the business, results of operations, financial position, or liquidity of the Company.

ITEM 6.  EXHIBITS

(a)           The Exhibit Index is incorporated herein by reference.

6

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		BEMIS COMPANY, INC.
Date	May 6, 2005	/s/Gene C. Wulf
		Gene C. Wulf, Vice President, Chief
		Financial Officer and Treasurer
Date	May 6, 2005	/s/ Stanley A. Jaffy
		Stanley A. Jaffy, Vice President
		and Controller

EXHIBIT INDEX

Exhibit	Description	Form of Filing
2(a)	Dixie Toga S.A. Stock Purchase Agreement between Bemis Company, Inc. as buyer
	and the therein listed sellers. (1)	Incorporated by Reference
3(a)	Restated Articles of Incorporation of the Registrant, as amended. (2)	Incorporated by Reference
3(b)	By-Laws of the Registrant, as amended through May 6, 2004. (2)	Incorporated by Reference
4(a)	Form of Indenture dated as of June 15, 1995, between the Registrant and U.S. Bank Trust
	National Association (formerly known as First Trust National Association), as Trustee. (3)	Incorporated by Reference
4(b)	Certificate of Bemis Company, Inc. regarding Rights Agreement. (4)	Incorporated by Reference
4(c)	Rights Agreement, dated as of July 29, 1999, between the Registrant and Wells Fargo
	Bank Minnesota, National Association (formerly known as Norwest Bank
	Minnesota, National Association). (5)	Incorporated by Reference
4(d)	Registration Rights Agreement dated March 17, 2005, by and among the Registrant and Wachovia Capital Markets, LLC and J.P. Morgan Securities Inc., as representatives of the initial purchasers.	Filed Electronically
10(i)	Bemis Company, Inc. 1997 Executive Officer Performance Plan.* (6)	Incorporated by Reference
10(l)	Purchase Agreement dated March 14, 2005, between the Registrant and Wachovia Capital
	Markets, LLC and J.P. Morgan Securities Inc., as representatives of the initial purchasers.	Filed Electronically
19	Reports Furnished to Security Holders.	Filed Electronically
31.1	Rule 13a-14(a)/15d-14(a) Certification of CEO.	Filed Electronically
31.2	Rule 13a-14(a)/15d-14(a) Certification of CFO.	Filed Electronically
32	Section 1350 Certification of CEO and CFO.	Filed Electronically
*	Management contract, compensatory plan or arrangement filed pursuant to Rule 601(b)(10)(iii)(A) of Regulation S-K under the Securities Exchange Act of 1934.
(1)	Incorporated by reference to the Registrant’s Current Report on Form 8-K dated January 11, 2005 (File No. 1-5277).
(2)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (File No. 1-5277).
(3)	Incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 30, 1995 (File No. 1-5277).
(4)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-5277).
(5)	Incorporated by reference to Exhibit 1 to the Registrant’s Registration Statement on Form 8-A filed on August 4, 1999 (File No. 1-5277).
(6)	Incorporated by reference to Exhibit B to the Registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 21, 2005 (File No. 1-5277).

7

EX-4.(D)

EXHIBIT 4(d)

BEMIS COMPANY, INC.

4.875% Notes Due 2012

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT dated March 17, 2005 (the “Agreement”) is entered into by and among Bemis Company, Inc., a Missouri corporation (the “Company”), and Wachovia Capital Markets, LLC and J.P. Morgan Securities Inc., as representatives of the Initial Purchasers listed on Schedule 1 to the Purchase Agreement referred to below (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”).

The Company and the Initial Purchasers are parties to the Purchase Agreement dated March 14, 2005 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $300,000,000 aggregate principal amount of the Company’s 4.875% Notes Due 2012 (the “Securities”).  As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement.  The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1.Definitions.  As used in this Agreement, the following terms shall have the following meanings:

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or Minneapolis, Minnesota are authorized or required by law to remain closed.

“Closing Date” shall mean the Closing Date as defined in the Purchase Agreement.

“Company” shall have the meaning set forth in the preamble and shall also include the Company’s successors.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Dates” shall have the meaning set forth in Section 2(b)(ii) hereof.

“Exchange Offer” shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a)-(e) hereof.

“Exchange Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a)-(e) hereof.

“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein.

“Exchange Securities” shall mean notes issued by the Company under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for such Securities pursuant to the Exchange Offer.

“Holders” shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.

“Indenture” shall mean the Indenture dated June 5, 1995 between the Company and U.S. Bank National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.

“Initial Purchasers” shall have the meaning set forth in the preamble.

“Inspector” shall have the meaning set forth in Section 3(a)(xiii) hereof.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained.

“Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.

2

“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“Prospectus” shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble.

“Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has been declared effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities are eligible to be sold pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the Securities Act or (iii) when such Securities cease to be outstanding.

“Registration Default” shall have the meaning set forth in Section 2(k) hereof.

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees; (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities); (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement; (iv) all rating agency fees; (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws; (vi) the fees and disbursements of the Trustee and its counsel; (vii) the reasonable fees and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers); and (viii) the fees and disbursements of the independent public accountants of the Company, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders (other than fees and disbursements set forth in clause (vii) above in the case of a Shelf Registration) and underwriting

3

discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

“Registration Statement” shall mean any registration statement of the Company that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein.

“SEC” shall mean the United States Securities and Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(g)(iii) hereof.

“Shelf Registration” shall mean a registration effected pursuant to Section 2(f)- (h) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company that covers all or a portion of the Registrable Securities (but no other securities unless approved by the Holders whose Registrable Securities are to be covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein.

“Staff” shall mean the staff of the SEC.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“Underwriter” shall have the meaning set forth in Section 3(e) hereof.

“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.

2.Registration Under the Securities Act.  (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company shall (i) prepare and file within 90 days after the date that the Securities are first issued an

4

 Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) use its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act within 150 days after the Securities are first issued.

(b)Promptly upon the effectiveness of the Exchange Offer Registration Statement, the Company shall commence the Exchange Offer and use its reasonable best efforts to complete the Exchange Offer no later than 180 days after the Securities are first issued.  The Company shall use its reasonable best efforts to keep the Exchange Offer open for a period of not less than 20 Business Days (or longer, if required by applicable law) after the date on which the notice of the Exchange Offer is mailed to Holders of the Securities and to cause the Exchange Offer Registration Statement to remain continuously effective under the Securities Act, supplemented and amended as required by the Securities Act until the closing of the Exchange Offer.  The Company shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

(i)that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange;

(ii)the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”);

(iii)that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement;

(iv)that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, prior to the close of business on the last Exchange Date; and

(v)that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged.

5

(c)As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company that:

(i)it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company, or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

(ii) if it is not a broker-dealer, it is not engaged in, and do not intend to engage in, the distribution of the Exchange Securities; and

(iii)if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus in connection with any resale of such Exchange Securities;

(iv)any Exchange Securities to be received by it will be acquired in the ordinary course of its business;

(v)at the time of the commencement of the Exchange Offer, it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act;

(vi)it is not acting on behalf of any person who could not truthfully make the foregoing representations.

(d)As soon as practicable after the last Exchange Date, the Company shall:

(i)accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and

(ii)deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities surrendered by such Holder.

(e)The Company shall complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer.  The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff.

6

(f)In the event that (i) after the date the Securities are issued, there is a change in law or applicable interpretations of the law by the Staff, and as a result, the Company determines upon the advice of its outside counsel that it is not permitted to effect the Exchange Offer as contemplated by this Agreement, (ii) any Holder of the Securities is not eligible to participate in the Exchange Offer, (iii) any Holder of the Securities participates in the Exchange Offer but does not receive freely tradable Exchange Notes, (iv) the Exchange Offer Registration Statement is not declared effective or the Exchange Offer is not consummated prior to the dates specified in this Agreement, or (v) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Securities in the Exchange offer and that are held by it following consummation of the Exchange Offer, the Company is requested to do so by any Initial Purchaser, the Company shall promptly file or cause to be filed as soon as practicable after such determination, date or request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and shall use its reasonable best efforts to have such Shelf Registration Statement declared effective by the SEC.

(g)In the event that the Company is required to file a Shelf Registration Statement, the Company shall promptly file a Shelf Registration Statement with the SEC after such obligation arises and thereafter use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after filing, but no later than the 210 days after the Securities are first issued; provided, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act for a period of two years after the date the Shelf Registration Statement is declared effective, or such shorter period that will terminate when all of the Securities covered by the Shelf Registration Statement are sold thereunder or are already freely tradable (“Shelf Effectiveness Period”).

(h)The Company further agrees to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use its reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable.  The Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after it has being used or filed with the SEC.

(i)The Company shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a)-(h) hereof.  Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to

7

the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

(j)An Exchange Offer Registration Statement pursuant to Section 2(a)-(e) hereof or a Shelf Registration Statement pursuant to Section 2(f)-(h) hereof will not be deemed to have become effective unless it has been declared effective by the SEC.

(k)If (i) the Exchange Offer Registration Statement is not filed prior to the date specified in Section 2(a)(i), (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective prior to the date specified in Section 2(a)(ii) or Section 2(g)(ii), respectively, (iii) the Exchange Offer is not completed prior to the date specified in Section 2(b), or (iv) the Shelf Registration Statement, if required hereby, has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company shall pay additional interest to each Holder of the Securities equal to 0.25% per annum (in addition to the stated interest on the Securities) during the first 90-day period immediately following the occurrence of each Registration Default from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, which amount of additional interest shall increase by an additional 0.25% per annum for each subsequent 90-day period that a Registration Default remains uncured; however, in no event shall the rate of additional interest exceed 0.50% per annum (“Additional Interest”); provided that, notwithstanding Section 2(k)(iv) hereof, upon the occurrence of an event contemplated by Section 3(a)(v)(5) or the happening of any material pending corporate development or other similar event that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and use of the related Prospectus or the disclosure of any such material non-public information would, in the reasonable discretion of the Company, have a material adverse effect on the Company and its subsidiaries taken as a whole, the Company shall have the right to suspend the availability of the Shelf Registration Statement or the use of the Prospectus contained therein, and any such suspensions will not constitute a Registration Default so long as the aggregate period of any such suspension shall not exceed 45 days in any 3-month period or an aggregate of 90 days in any 12-month period.  Any Additional Interest will accrue only for those days that a Registration Default occurs and is continuing.  The Company shall notify the Trustee and the paying agent under the Indenture immediately upon the happening of each and every Registration Default and, to the extent the Company is obligated to pay any Additional Interest, shall provide to the Trustee and paying agent, at the applicable Record Date (as defined in the Indenture), a computation of the Additional Interest due.  All accrued Additional Interest will be paid to the Holders of the Securities in the same manner as interest payments on the Securities, with payments being made on the interest payment dates for the Securities.  Following the cure of all Registration Defaults, no more Additional Interest will accrue. No Additional Interest will accrue on any Securities if the Holder of such Securities was, at any time while the Exchange Offer was pending,

8

eligible to exchange, but did not validly tender, the Securities for exchange in the Exchange Offer.

(l)Without limiting the remedies available to the Initial Purchasers and the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a)-(h) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Section 2(a)-(h) hereof.

3.Registration Procedures.  (a) In connection with its obligations pursuant to Section 2(a)-(h) hereof, the Company shall as expeditiously as possible:

(i)prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the Company, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof, (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith and (aa) shall not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading ; and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;

(ii)prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

(iii)in the case of a Shelf Registration, furnish to each Holder of Registrable Securities that are covered by the Shelf Registration Statement, to counsel for the Initial Purchasers, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto as any such person may reasonably request, in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and the Company consents to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law;

9

(iv)use its reasonable best efforts to register or qualify the Registrable Securities or the Exchange Securities under all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC; cooperate with such Holders in connection with any filings required to be made with the National Association of Securities Dealers, Inc.; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Holder; provided that the Company shall not be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so subject;

(v)notify each Holder of Registrable Securities that are covered by a Registration Statement, counsel for such Holders and counsel for the Initial Purchasers promptly and, if requested by any such Holder or counsel, confirm such advice in writing (which notice pursuant to clauses (2)-(6) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Company shall have remedied the basis for such suspension) (1) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (4) if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading and (6) of any determination by the Company that a post-effective amendment to a Registration Statement would be appropriate;

(vi)use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or the qualification of the securities therein for sale in any jurisdiction at the earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order;

10

(vii)in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested);

(viii)cooperate with the Holders of Registrable Securities or Exchange Securities to facilitate the timely preparation and delivery of certificates (or one or more global certificates) representing Exchange Securities or Registrable Securities to be sold and not bearing any restrictive legends and enable such Exchange Securities or Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as such Holders may reasonably request;

(ix)upon the occurrence of any event contemplated by Section 3(a)(v)(2) through (6) hereof, promptly prepare and file with the SEC a post-effective amendment to such Registration Statement or an amendment or supplement to the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company shall notify the Holders of Registrable Securities to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission; in such circumstances, the period of effectiveness of the Registration Statement shall each be extended by the number of days from and including the date of the giving of a notice of suspension to and including the date when the Initial Purchasers or the Holders of Registrable Securities shall have received such amended or supplemented Prospectus pursuant to this paragraph.

(x)not less than five Business Days prior to the initial filing with the SEC of any Exchange Offer Registration Statement or any Shelf Registration Statement, and thereafter a reasonable time prior to the filing of any amendment to such Registration Statement, any Prospectus, or amendment or supplement to a Prospectus or of any document that is to be incorporated by reference into a Registration Statement or a Prospectus, provide copies of such documents to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable Securities and their counsel) and make such of the representatives of the Company as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) available for discussion of such document; and the Company shall not file any Registration Statement, any Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus, or any document that is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a

11

Shelf Registration Statement, the Holders of Registrable Securities or their counsel) shall reasonably object;

(xi)obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement and provide the Trustee with printed certificates (or one or more global certificates) for such Exchange Securities or Registrable Securities, in a form eligible for deposit with The Depository Trust Company;

(xii)cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use its reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(xiii)in the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated by the Holders of Registrable Securities and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company, and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that if any such information is identified by the Company as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or Underwriter;

(xiv)in the case of a Shelf Registration, use its reasonable best efforts to cause all Registrable Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued or guaranteed by the Company are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements;

(xv)if reasonably requested by any Holder of Registrable Securities covered by a Shelf Registration Statement, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be so included in such filing;

12

(xvi)in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Holders of a majority in principal amount of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries and the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (2) obtain opinions of counsel to the Company (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the independent registered public accountants of the Company (and, if necessary, any other independent registered public accountant of any subsidiary of the Company, or of any business acquired by the Company for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings and (4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement; and

(xvii)use its reasonable best efforts (i) if the Registrable Securities have been rated prior to the initial sale of such Registrable Securities, to confirm such ratings will apply to the Registrable Securities or the Exchange Securities, as the case may be, covered by a Registration Statement; or (ii) if the Registrable Securities were not previously rated, to cause the Registrable Securities covered by a Registration Statement to be rated with at least one nationally recognized statistical rating agency, if so requested by Majority Holders with respect to the related Registration Statement or by any Initial Purchaser.

(b)In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company may from time to time reasonably request in writing.

(c)In the case of a Shelf Registration Statement, each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company as a result of the occurrence of an event contemplated by Section 3(a)(v)(2) to 3(a)(v)(6) hereof or the

13

happening of any material pending corporate development or other similar event that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus or the disclosure of any such material non-public information would, in the reasonable discretion of the Company, have a material adverse effect on the Company and its subsidiaries taken as a whole, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement, and if so directed by the Company, such Holder will deliver to the Company all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.

(d)If the Company shall give any notice pursuant to Section 3(c) hereof to suspend the disposition of Registrable Securities pursuant to a Shelf Registration Statement, the Company shall extend the period during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when such dispositions resume.

(e)The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering.  In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering and shall be reasonably satisfactory to the Company.

4.Participation of Broker-Dealers in Exchange Offer.  (a)  The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.

The Company understands that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

(b)In light of the above, and notwithstanding the other provisions of this Agreement, the Company agrees to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 180 days after the last

14

Exchange Date (as such period may be extended pursuant to Section 3(d) of this Agreement), if reasonably requested by the Initial Purchasers or by one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above.  The Company further agrees that Participating Broker-Dealers shall be authorized to deliver such Prospectus during such period in connection with the resales contemplated by this Section 4.

(c)The Initial Purchasers shall have no liability to the Company or any Holder with respect to any request that they may make pursuant to Section 4(b) above.

(d)The Company shall comply with all applicable rules and regulations of the SEC and shall make generally available to its security holders as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Act.

5.Indemnification and Contribution.  (a)  The Company agrees to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities to which they or any of them may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereto, or in any preliminary Prospectus or the Prospectus, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information relating to any Initial Purchaser or information relating to any Holder furnished to the Company by or on behalf of any Initial Purchaser or any such Holder expressly for use therein.  In connection with any Underwritten Offering permitted by Section 3, the Company will also indemnify the Underwriters, any selling brokers, dealers and similar securities industry professionals participating in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement.

(b)Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Initial Purchasers and the other selling Holders, the directors

15

of the Company, each officer of the Company who signs the Registration Statement and each Person, if any, who controls the Company, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in writing by or on behalf of such Holder expressly for use in the documents referred to in paragraph (a) above.

(c)Promptly after receipt by an indemnified party under this Section 5 or notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of counsel appointed to defend such action, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying and the indemnified party shall have mutually agreed to the contrary, (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iii) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party shall have concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified parties, and that all such fees and expenses shall be reimbursed as they are incurred.  Any such separate firm for the Initial Purchasers and their respective affiliates, directors and officers and control persons shall be designated in writing by the Representatives and any such separate firm for the Company, its affiliates, directors, officers, and control persons shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected

16

without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify any indemnified party from and against any loss or liability by reason of such settlement or judgment.  No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d)If the indemnification provided for in this Section 5 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and by the Holders, on the other hand, from the offering of the Securities and the Exchange Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Holders on the other in connection with the statements or omissions or alleged statements to omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.  The relative benefit received by the Company shall be deemed to be equal to the total net proceeds from the initial placement pursuant to the Purchase Agreement (before deducting expenses) of the Securities to which such losses, claims, damages or liabilities (or actions in respect thereof) relate.  The relative benefit received by any Holder shall be deemed to be equal to the value of receiving registration rights under this Agreement for the Registrable Securities.  The relative fault of the Company on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e)The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in paragraph (d) above shall be deemed to include any legal or other expenses reasonably

17

incurred by such indemnified party in connection with any such action or claim.  Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph, each person, if any, who controls a Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate, director and officer of such Holder shall have the same rights to contribution as such Holder, and each affiliate, director or officer of the Company and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company.

(f)The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

(g)The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the officers or directors of or any Person controlling the Company, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

6.General.

(a)No Inconsistent Agreements.   The Company represents, warrants and agrees that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Company under any other agreement and (ii) the Company has not entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

(b)Amendments and Waivers.   The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in

18

writing by such Holder.  Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto.

(c)Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement and, with respect to Holders other than the Initial Purchasers, the address for such Holders in the records of the Trustee; (ii) if to the Company, initially at the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c).  All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery.  Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

(d)Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture.  If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof.  The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

(e)Third Party Beneficiaries.  Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.

19

(f)Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g)Headings.  The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.

(h)Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(j)Miscellaneous.  This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto.  If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  The Company and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

20

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

		BEMIS COMPANY, INC.
		By:
			Name:
			Title:
Accepted as of the date hereof
Wachovia Capital Markets, LLC
J.P. Morgan Securities Inc.
Acting severally on behalf of themselves and the several Initial Purchasers named in Schedule I to the Purchase Agreement
WACHOVIA CAPITAL MARKETS, LLC
By:
	Name:
	Title:
J.P. MORGAN SECURITIES INC.
By:
	Name:
	Title:

EX-10.(1)

EXHIBIT 10(l)

BEMIS COMPANY, INC.

4.875% Notes Due 2012

Purchase Agreement

March 14, 2005

Wachovia Capital Markets, LLC

J.P. Morgan Securities Inc.
as Representatives of the several Initial Purchasers

named in Schedule I hereto

c/o Wachovia Capital Markets, LLC

One Wachovia Center

301 South College Street

Charlotte, North Carolina  28288

Ladies and Gentlemen:

BEMIS COMPANY, INC., a Missouri corporation (the “Company”), proposes to issue and sell to the several purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Wachovia Capital Markets, LLC and J.P. Morgan Securities Inc. are acting as Representatives (in such capacity, the “Representatives”), $300,000,000 aggregate principal amount of its 4.875% Notes Due 2012 (the “Notes”).  The Notes will be issued pursuant to the provisions of an Indenture (the “Indenture”) dated as of June 15, 1995 among the Company and U.S. Bank National Association (formerly known as First Trust National Association), as Trustee (the “Trustee”), and certain terms of the Notes will be established pursuant to an Officers’ Certificate of the Company to be dated as of the Closing Date pursuant to, and in accordance with, Section 301 of the Indenture (the “Officers’ Certificate”). This Agreement, the Registration Rights Agreement, to be dated the Closing Date, between the Initial Purchasers and the Company (the “Registration Rights Agreement”), the Indenture and the Officers’ Certificate are hereinafter collectively referred to as the “Transaction Documents” and the execution and delivery of the Transaction Documents and the transactions contemplated herein and therein are hereinafter referred to as the “Transactions”.

The Notes will be offered and sold through the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A under the Securities Act. The Initial Purchasers have advised the Company that they will offer and sell the Notes purchased by them hereunder in accordance with Section 6 hereof as soon as the Representatives deem advisable.

In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum, dated March 14, 2005 (the “Preliminary Memorandum”) and a final offering memorandum, dated the date hereof (the “Final Memorandum” and, with the Preliminary Memorandum, each a “Memorandum”).  Each Memorandum sets forth certain information concerning the Company, the Notes, the Transaction Documents and the Transactions.  The Company hereby confirms that it has authorized the use of the Preliminary Memorandum and the Final Memorandum, and any amendment or supplement thereto, in connection with the offer and sale of the Notes by the Initial Purchasers.  As used herein, the term “Memorandum” shall include, except where specifically noted, in each case the documents incorporated by reference therein. The terms “supplement”, “amendment” and “amend” as used herein with respect to a Memorandum shall include all documents deemed to be incorporated by reference in the Preliminary Memorandum or Final Memorandum that are filed subsequent to the date of such Memorandum with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The obligations of the several Initial Purchasers under this Agreement shall be several and not joint.

1.The Company represents and warrants to, and agrees with, each of the Initial Purchasers that:

(a)The Preliminary Memorandum does not contain, and the Final Memorandum, in the form used by the Initial Purchasers to confirm sales and on the Closing Date, and any amendment or supplement thereto, does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from either Memorandum made in reliance upon and in conformity with information furnished in writing to the Company by the Initial Purchasers expressly for use therein. The parties hereto agree and acknowledge that the Preliminary Memorandum does not contain any pricing terms relating to the Notes. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate;

(b)The documents incorporated by reference in the Memorandum, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Memorandum, when such documents are filed with the Commission, will conform in all material respects to the requirements of the

2

Exchange Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(c)[Reserved];

(d)Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Memorandum any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Memorandum; and, since the respective dates as of which information is given in the Memorandum, there has not been any material change in the capital stock or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Memorandum;

(e)The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Final Memorandum;

(f)The Company has an authorized capitalization as set forth in the Final Memorandum, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable;

(g)When the Officers’ Certificate is executed and delivered on the Closing Date (as defined in Section 2 hereof), the Notes will have been duly authorized, and, when the Notes are issued and delivered pursuant to this Agreement on the Closing Date, the Notes will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture and the Registration Rights Agreement; when the Officers’ Certificate is executed and delivered on the Closing Date, the Exchange Notes (as defined in the Registration Rights Agreement) will have been duly authorized and, when executed, authenticated, issued and delivered in the manner provided for in the Registration Rights Agreement and the Indenture, will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture; the Indenture

3

has been duly authorized, conforms in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), applicable to an indenture that is qualified thereunder and constitutes a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture conforms, and the Notes and the Exchange Notes will conform, to the descriptions thereof contained in the Final Memorandum; the Company has all requisite corporate power and authority to execute and deliver the Officers’ Certificate and perform its obligations thereunder; and the Officers’ Certificate has been duly authorized by the Company and, on the Closing Date, will have been duly executed and delivered by the Company;

(h)The issue and sale of the Notes and the compliance by the Company with all of the provisions of this Agreement and other Transaction Documents, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, except to the extent that any such breach, violation or default will not have a material adverse effect on the consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, nor will such action result in any violation of the provisions of the Articles of Incorporation or By-laws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Notes or the consummation by the Company of the transactions contemplated by the Transaction Documents, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Initial Purchasers, and except such consents, approvals, authorizations, orders, registrations or qualifications as may be required under Federal securities laws and state securities or Blue Sky laws and the Trust Indenture Act with respect to the Company’s obligations under the Registration Rights Agreement;

(i)The statements set forth in the Final Memorandum under the caption “Description of the Notes”, insofar as it purports to constitute a summary of the terms of the Notes, and under the captions “Exchange Offer; Registration Rights”, “Notice to Investors” and “Plan of Distribution”, and the statements set forth in the Company’s Annual Report on Form 10-K for

4

the year ended December 31, 2004 incorporated by reference in the Final Memorandum under the caption “Item 3 - Legal Proceedings”, in each case insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon or in conformity with information furnished in writing to the Company by the Initial Purchasers through the Representatives expressly for use in the Final Memorandum;

(j)The Company is not in violation of its Articles of Incorporation or By-laws and no subsidiary of the Company is in material violation of its Certificate of Incorporation or By-laws, and neither the Company nor any of its subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except to the extent that any such default will not have a material adverse effect on the consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries;

(k)Other than as set forth in the Memorandum, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which would reasonably be expected, individually or in the aggregate, to have a material adverse effect on the current or future consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries; and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(l)The Company is not and, after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Final Memorandum, will not be an “investment company” or an entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(m)PricewaterhouseCoopers LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent registered public accountants as required by the Exchange Act and the rules and regulations of the Commission thereunder;

(n)The Company and its subsidiaries own, or possess adequate rights to, all material patents, trademarks, service marks and proprietary rights or information necessary for the conduct of their businesses as

5

described in the Memorandum, and the Company has not received any notice of infringement of or conflict with the asserted rights of others in that respect, and does not know of any basis therefor, which, if determined adversely to the Company or any of its subsidiaries would individually or in the aggregate have a material effect on the consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries;

(o)There has been no storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of toxic wastes, hazardous wastes or hazardous substances by the Company or any of its subsidiaries (or, to the knowledge of the Company, any of their predecessors in interest) at, upon or from any of the property now or previously owned or leased by the Company or its subsidiaries in violation of any applicable law, ordinance, rule, regulation, order, judgment, decree or permit or which would require remedial action under any applicable law, ordinance, rule, regulation, order, judgment, decree or permit, except for any violation or remedial action which would not have, or would not be reasonably likely to have, singularly or in the aggregate with all such violations and remedial actions, a material adverse effect on the consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries; there has been no material spill, discharge, leak, emission, injection, escape, dumping or release of any kind onto such property or into the environment surrounding such property of any toxic wastes, hazardous wastes or hazardous substances due to or caused by the Company or any of its subsidiaries or with respect to which the Company or any of its subsidiaries have knowledge, except for any such spill, discharge, leak, emission, injection, escape, dumping or release which would not have, or would not be reasonably likely to have, singularly or in the aggregate with all such spills, discharges, leaks, emissions, injections, escapes, dumpings and releases, a material adverse effect on the consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries;

(p)The only subsidiaries of the Company that are “significant subsidiaries” as defined in Rule 1-02(v) of Regulation S-X under the Securities Act are Morgan Adhesives Company, Curwood, Inc., Banner Packaging, Inc., and Milprint, Inc. and Dixie Toga S.A.;

(q)Each of Morgan Adhesives Company, Curwood, Inc., Banner Packaging, Inc., and Milprint, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own its properties and conduct its business as described in the Final Memorandum; and Dixie Toga S.A. is validly existing as a corporation under the laws of the jurisdiction of its incorporation; and, except as set forth in the Final

6

Memorandum, all of the issued and outstanding shares of capital stock of Morgan Adhesives Company, Curwood, Inc., Banner Packaging, Inc., and Milprint, Inc., and over 99% of the issued and outstanding shares of common stock of Dixie Toga S.A., are owned directly by the Company free and clear of all liens, encumbrances, equities and claims;

(r)Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act, each an “Affiliate”) has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the Notes in a manner that would require the registration under the Securities Act of the Notes or (ii) offered, solicited offers to buy or sold the Notes by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act;

(s)None of the Company or any of its Affiliates has taken, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Notes;

(t)The Notes satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act; the Company is in full compliance with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act;

(u)Based on the representations and warranties of the Initial Purchasers and compliance with the covenants by the Initial Purchasers as set forth in Section 6 of this Agreement, it is not necessary in connection with the offer, sale and delivery of the Notes to the Initial Purchasers in the manner contemplated by this Agreement and disclosed in the Preliminary Memorandum and the Final Memorandum to register the Notes under the Securities Act or to qualify the Indenture under the Trust Indenture Act;

(v)This Agreement has been duly authorized, executed and delivered by the Company; the Registration Rights Agreement has been duly authorized by the Company and, at the Closing Date, will have been duly executed and delivered by the Company and will constitute a valid and legally binding instrument, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles and except as the enforceability of provisions that purport to provide for indemnification and contribution may be limited under certain circumstances by applicable law;

7

(w)There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith; and

(x)The Company and each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and the Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15 and 15d-15 under the Exchange Act).

Each certificate signed by any officer of the Company and delivered to the Initial Purchasers or their counsel shall be deemed to be a representation and warranty by the Company to the Initial Purchasers as to the matters covered thereby.

2.On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell $300,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, severally and not jointly, agree to purchase from the Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at a purchase price equal to 99.002% of the principal amount thereof (the “Purchase Price”).  One or more certificates in definitive form or global form, as instructed by the Representatives, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company not later than one full business day prior to the Closing Date (as defined below), shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the Purchase Price therefor by wire transfer in Federal or other funds immediately available to the account of the Company.  Such delivery of and payment for the Notes shall be made at the offices of Davis Polk & Wardwell (“Counsel for the Initial Purchasers”), 450 Lexington Avenue, New York, New York at 10:00 A.M., New York City time, on March 17, 2005, or at such other place, time or date as the Representatives and the Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date”.  The Company will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the New York City offices of Counsel for the Initial

8

Purchasers not later than 10:00 A.M., New York City time on the business day prior to the Closing Date.

3.The Company agrees with each of the Initial Purchasers of Notes:

(a)Promptly from time to time the Company shall take such action as the Representatives may reasonably request to qualify the Notes for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(b)The Company shall prepare the Final Memorandum in the form approved by the Representatives and not amend or supplement the Final Memorandum, including by filing documents under the Exchange Act which are incorporated by reference therein, without first furnishing to the Representatives a copy of such proposed amendment or supplement or filing and shall not use or file any amendment or supplement to which the Representatives may object;

(c)Prior to 10:00 a.m., New York City time, on the business day next succeeding the date of this Agreement and during the period referred to below, the Company shall furnish to the Initial Purchasers and to Counsel for the Initial Purchasers without charge, as many copies of the Final Memorandum and any amendments and supplements thereto as they reasonably may request;

(d)At any time prior to the completion of the distribution of the Notes by the Initial Purchasers, if any event shall have occurred or condition exists as a result of which the Final Memorandum would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Memorandum or to file under the Exchange Act any document incorporated by reference in the Final Memorandum, in each case to comply with applicable law, the Company shall notify the Representatives and upon their request file such document and prepare and furnish without charge to each Initial Purchaser and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of the Final Memorandum as so amended or supplemented which will correct such statement or omission or effect compliance with applicable law;

9

(e)At any time prior to the completion of the distribution of the Notes by the Initial Purchasers, the Company will notify the Initial Purchasers of (i) any decrease in the rating of the Notes or any other debt securities of the Company by any nationally recognized statistical rating organization (as defined in Rule 436(g)(2) under the Securities Act) or (ii) any notice or public announcement given of any intended or potential decrease in any such rating or that any such securities rating agency has under surveillance or review, with possible negative implications, its rating of the Notes, as soon as the Company becomes aware of any such decrease, notice or public announcement;

(f)The Company will not, and will not permit any of its Affiliates to, resell any of the Notes that have been acquired by any of them, other than pursuant to an effective registration statement under the Securities Act or in accordance with Rule 144 under the Securities Act;

(g)None of the Company or any of its Affiliates, nor any person acting on its or their behalf (other than the Initial Purchasers or any of their respective Affiliates, as to which no statement is made), will solicit any offer to buy or offer to sell the Notes by means of any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act;

(h)None of the Company or any of its Affiliates, nor any person acting on its or their behalf (other than the Initial Purchasers or any of their respective Affiliates, as to which no statement is made), will sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act) which could be integrated with the sale of the Notes in a manner that would require registration of the Notes under the Securities Act;

(i)So long as any of the Notes are “restricted securities” within the meaning of the Securities Act, at any time that the Company is not then subject to Section 13 or 15(d) of the Exchange Act, the Company will provide at its expense to each holder of the Notes and to each prospective purchaser (as designated by such holder) of the Notes, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Securities Act;

(j)During the period beginning from the date hereof and continuing to and including the later of (i) the termination of trading restrictions for the Notes, as notified to the Company by the Representatives and (ii) the Closing Date, the Company will not offer, sell, contract to sell or otherwise dispose of any debt securities of the Company which mature more

10

than one year after such Closing Date and which are substantially similar to the Notes, without the prior written consent of the Representatives; and

(k)The Company shall not take, directly or indirectly, any action designed to cause or result in, or that could reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Notes.

4.The Company covenants and agrees with the several Initial Purchasers that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the offering of the Notes and all other expenses in connection with the preparation and printing of each Memorandum and amendments and supplements thereto and the mailing and delivering of copies thereof to the Initial Purchasers and dealers; (ii) the cost of printing or producing any Agreement among Initial Purchasers, this Agreement, any Registration Rights Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iii) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 3 hereof, including the fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) any fees and disbursements of counsel for the Initial Purchasers in connection with, any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Notes; (vi) the cost of preparing the Notes; all costs and expenses related to the transfer and delivery of the Notes to the Initial Purchasers, including any transfer or other taxes payable thereon, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Notes; (viii) the cost the fees and expenses, if any, incurred in connection with the admission of the Notes for trading in PORTAL or any appropriate market system, and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 7 and 10 hereof, the Initial Purchasers will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Notes by them, and any advertising expenses connected with any offers they may make.

5.The obligations of the Initial Purchasers shall be subject, in the discretion of the Representatives, to the condition that all representations and warranties and other statements of the Company in this Agreement are, at and as of the Closing Date, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

11

(a)[Reserved].

(b)Counsel for the Initial Purchasers shall have furnished to the Representatives such opinion or opinions dated as of the Closing Date, with respect to this Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Final Memorandum, as well as such other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters (such counsel being entitled to rely in respect of matters concerning Missouri, Ohio, Delaware and Wisconsin law upon opinions of local counsel reasonably acceptable to the Representatives and attached to the opinion of counsel to the Company furnished pursuant to Section 5(c) below);

(c)(i) The General Counsel of the Company shall have furnished to the Representatives his written opinion dated as of the Closing Date, in form and substance reasonably satisfactory to the Representatives, to the effect that:

(A)The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Missouri, with corporate power and authority to own its properties and conduct its business as described in the Final Memorandum as amended or supplemented;

(B)The Company has an authorized capitalization as set forth in the Final Memorandum as amended or supplemented and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable;

(C)Each of Morgan Adhesives Company, Curwood, Inc., Banner Packaging, Inc. and Milprint, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own its properties and conduct its business as described in the Final Memorandum; and Dixie Toga S.A. is validly existing as a corporation under the laws of the jurisdiction of its incorporation; and, except as set forth in the Final Memorandum, all of the issued and outstanding shares of capital stock of Morgan Adhesives Company, Curwood, Inc., Banner Packaging, Inc. and Milprint, Inc., and over 99% of the issued and outstanding shares of

12

common stock of Dixie Toga S.A., are owned directly by the Company free and clear of all liens, encumbrances, equities and claims;

(D)To the best of such counsel’s knowledge and other than as set forth in the Final Memorandum, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which would reasonably be expected, individually or in the aggregate, to have a material adverse effect on the current or future consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries; and, to the best of such counsel’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(E)The issue and sale of the Notes and the compliance by the Company with all of the provisions of this Agreement and the other Transaction Documents and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, except to the extent that any such breach, violation or default will not have a material adverse effect on the consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, nor will such actions result in any violation of the provisions of the Articles of Incorporation or By-laws of the Company or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its properties;

(F)The Company is not in violation of its Articles of Incorporation or By-laws and no subsidiary of the Company is in material violation of its Certificate of Incorporation or By-laws, and neither the Company nor any of its subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or

13

condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except to the extent that any such default will not have a material adverse effect on the consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries;

(G)The statements set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 incorporated by reference in the Final Memorandum under the caption “Item 3 – Legal Proceedings”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects;

(H)Such counsel has no reason to believe that the documents incorporated by reference in the Final Memorandum as amended or supplemented (other than the financial statements and other financial data and related schedules therein, as to which such counsel need express no opinion), when they were filed with the Commission contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading; and

(I)Although such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Final Memorandum, except for those referred to in the opinion in paragraph (G) of this Section 5(c)(i), he has no reason to believe that, as of its date, the Final Memorandum (other than the financial statements and other financial data and related schedules therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of the Closing Date, the Final Memorandum (other than the financial statements and other financial data and related schedules therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in

14

the light of the circumstances under which they were made, not misleading and he does not know of any required amendment or any contracts or other documents of a character required to be incorporated by reference into the Final Memorandum or required to be described in the Final Memorandum which are not incorporated by reference or described as required;

(such counsel being entitled to rely in respect of matters concerning Missouri, Ohio, Delaware and Wisconsin law upon opinions of local counsel reasonably acceptable to the Representatives and attached to such counsel’s opinion);

(ii)Counsel for the Company satisfactory to the Representatives shall have furnished to the Representatives their written opinion dated as of the Closing Date, in form and substance reasonably satisfactory to the Representatives, to the effect that:

(A)This Agreement has been duly authorized, executed and delivered by the Company; the Registration Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles and except as the enforceability of provisions that purport to provide for indemnification and contribution may be limited under certain circumstances by applicable law;

(B)The Notes have been duly authorized, executed, authenticated, issued and delivered and constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture and the Registration Rights Agreement; the Exchange Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and Registration Rights Agreement and delivered to the noteholders in exchange for the Notes in accordance with the terms of the Registration Rights Agreement, will be valid and legally binding obligations of the Company

15

entitled to the benefits of the Indenture; and the Notes, the Exchange Notes and the Indenture conform to the descriptions thereof in the Final Memorandum;

(C)The Indenture has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture conforms in all material respects to the requirements of the Trust Indenture Act applicable to an indenture that is qualified thereunder;

(D)No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Notes or the consummation by the Company of the transactions contemplated by this Agreement or the other Transaction Documents, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Initial Purchasers, and except such consents, approvals, authorizations, orders, registrations or qualifications as may be required under Federal securities laws and state securities or Blue Sky laws and the Trust Indenture Act with respect to the Company’s obligations under the Registration Rights Agreement;

(E)The statements set forth in the Final Memorandum under the caption “Description of the Notes” insofar as they purport to constitute a summary of the terms of the Notes, and under the captions “Exchange Offer; Registration Rights”, “Notice to Investors” and “Plan of Distribution”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects; provided, however, that this opinion shall not apply to any statements or omissions made in reliance upon or in conformity with information furnished in writing to the Company by the Initial Purchasers through the Representatives expressly for use in the Final Memorandum; the statements in the Final Memorandum

16

under the caption “Material United States Federal Income Tax Consequences”, insofar as such statements constitute a summary of the United States federal tax laws referred to therein, are accurate and fairly summarize in all material respects the United States federal tax laws referred to therein;

(F)The Company is not, and, after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Final Memorandum, will not be an “investment company” or an entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act;

(G)The documents incorporated by reference in the Final Memorandum (other than the financial statements and other financial data and related schedules therein, as to which such counsel need express no opinion), when they were filed with the Commission complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; and they have no reason to believe that any of such documents (other than the financial statements and other financial data and related schedules therein, as to which such counsel need express no opinion), when they were so filed contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading;

(H)Based upon the representations, warranties, and assuming full compliance with the agreements (i) of the Company in Sections 1(r), 1(s), 1(t), 1(u), 1(w), 3(g), 3(h) and 3(i) of this Agreement and (ii) of the Initial Purchasers in Section 6 of this Agreement, it is not necessary in connection with the offer, sale and delivery of the Notes to the Initial Purchasers under this Agreement or in connection with the initial resale of such Notes by the Initial Purchasers in accordance with this Agreement to register the Notes under the Securities Act or to qualify the Indenture under the Trust Indenture Act, it being understood that no opinion is expressed as to any subsequent resale of any Notes;

17

(I)Although they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Final Memorandum, except for those referred to in the opinion in paragraph (E) of this Section 5(c)(ii), they have no reason to believe that, as of its date, the Final Memorandum (other than the financial statements and other financial data and related schedules therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of the Closing Date, the Final Memorandum (other than the financial statements and other financial data and related schedules therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and they do not know of any required amendment or any contracts or other documents of a character required to be incorporated by reference into the Final Memorandum or required to be described in the Final Memorandum which are not incorporated by reference or described as required;

(such counsel being entitled to rely in respect of matters concerning Missouri, Ohio, Delaware and Wisconsin law upon opinions of local counsel reasonably acceptable to the Representatives and attached to such counsel’s opinion);

(d)On the date of the Final Memorandum at a time prior to the execution of this Agreement and at the Closing Date, PricewaterhouseCoopers LLP shall have furnished to the Representatives letters containing the information and statements of the type ordinarily included in “comfort letters” to initial purchasers, and as to such other matters as the Representatives may reasonably request, in form and substance satisfactory to the Representatives;

(e)(i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Final Memorandum any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Final Memorandum, and (ii) since the respective dates

18

as of which information is given in the Final Memorandum there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Final Memorandum, the effect of which, in any such case described in Clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Final Memorandum;

(f)The Notes shall have received initial ratings of not less than “A” by Standard & Poor’s and “Baa1” by Moody’s. On or after the date of this Agreement(i) no downgrading shall have occurred in the rating accorded the Notes or Company’s other debt securities or preferred stock by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Notes or any of the Company’s other debt securities or preferred stock;

(g)On or after the date of this Agreement there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Company’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or Minnesota State authorities; or (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, or any change in financial markets or any calamity or crisis, if the effect of any such event specified in this Clause (iv) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Memorandum;

(h)The Company shall have furnished or caused to be furnished to the Representatives at the Closing Date a certificate or certificates of officers of the Company satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company herein at and as of such Closing Date, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Closing Date, as to the matters set forth in subsections (e) and (f) of this Section and as to such other matters as the Representatives may reasonably request; and

19

(i)The Company shall have complied with the provisions of Section 3(c) hereof with respect to the furnishing of copies of Final Memorandum on the business day next succeeding the date of this Agreement.

6.Each of the Initial Purchasers, severally and not jointly, represents and warrants to and agrees with the Company that:

(a)It is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”);

(b)It will solicit offers for the Notes only from, and will offer the Notes only to, persons that it reasonably believes to be QIBs; and

(c)It will not offer or sell the Notes using any form of general solicitation or general advertising (within the meaning of Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) under the Securities Act.

7.(a) The Company will indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Initial Purchaser against any losses, claims, damages or liabilities, joint or several, to which such Initial Purchaser or such other person may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Memorandum or the Final Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and will reimburse each Initial Purchaser and each such other person for any legal or other expenses reasonably incurred by such Initial Purchaser or such other person in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Memorandum, the Final Memorandum or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use therein.

(b)Each Initial Purchaser, severally and not jointly, will indemnify and hold harmless the Company and its affiliates, directors, officers, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

20

Act against any losses, claims, damages or liabilities to which the Company or such other person may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Memorandum or the Final Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Memorandum or the Final Memorandum or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use therein and, subject to the limitation set forth immediately preceding this clause, will reimburse the Company or such other person for any legal or other expenses reasonably incurred by the Company or such other person in connection with investigating or defending any such action or claim as such expenses are incurred.

(c)Promptly after receipt by an indemnified party under subsection 7(a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection.  In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying and the indemnified party shall have mutually agreed to the contrary, (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iii) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the

21

indemnified party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified parties, and that all such fees and expenses shall be reimbursed as they are incurred.  Any such separate firm for the Initial Purchasers and their respective affiliates, directors and officers and control persons shall be designated in writing by the Representatives and any such separate firm for the Company, its affiliates, directors, officers, and control persons shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify any indemnified party from and against any loss or liability by reason of such settlement or judgment.  No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d)If the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Initial Purchasers on the other from the offering of the Notes. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Initial Purchasers on the other in connection with the statements or omissions or alleged statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other

22

relevant equitable considerations. The relative benefits received by the Company on the one hand and the Initial Purchasers on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Notes (before deducting expenses) received by the Company bear to the total discounts and commissions received by the Initial Purchasers from the Company in connection with the purchase of the Notes hereunder as set forth in the Final Memorandum.  The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Initial Purchasers on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The Company and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d).  The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Notes resold by it in the initial placement of such Notes were offered to investors exceeds the amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The obligations of the Initial Purchasers in this subsection (d) to contribute are several in proportion to their respective obligations to purchase Notes as set forth on Schedule I hereto and not joint.  For purposes of this paragraph (d), each affiliate, director or officer of any Initial Purchaser and each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such Initial Purchaser, and each affiliate, director or officer of the Company and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company.

(e)The obligations of the Company under this Section 7 shall be in addition to any obligations or liabilities which the Company may

23

otherwise have and the obligations of the respective Initial Purchasers under this Section 7 shall be in addition to any obligations or liabilities which the Initial Purchasers may otherwise have.

8.(a) If any Initial Purchaser shall default in its obligation to purchase the Notes which it has agreed to purchase under this Agreement, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Notes on the terms contained herein. If within thirty-six hours after such default by any Initial Purchaser the Representatives do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase the Notes on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the Representatives that it has so arranged for the purchase of such Notes, the Representatives or the Company shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Memorandum, or in any other documents or arrangements, and the Company agrees to prepare promptly any amendments or supplements to the Memorandum which in the opinion of the Representatives may thereby be made necessary. The term “Initial Purchaser” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement.

(b)If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of the Notes which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Notes, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes which such Initial Purchaser agreed to purchase under this Agreement and, in addition, to require each non-defaulting Initial Purchaser to purchase its pro rata share (based on the principal amount of Notes which such Initial Purchaser agreed to purchase under this Agreement) of the Notes of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Initial Purchaser from liability for its default.

(c)If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of the Notes which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Notes, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Initial

24

Purchasers to purchase Notes of a defaulting Initial Purchaser or Initial Purchasers, then this Agreement shall thereupon terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except for the expenses to be borne by the Company and the Initial Purchasers as provided in Section 4 hereof and the indemnity and contribution agreements in Section 7 hereof; but nothing herein shall relieve a defaulting Initial Purchaser from liability for its default.

9.The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Initial Purchasers, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Initial Purchaser or any controlling person of any Initial Purchaser, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Notes.

10.If this Agreement shall be terminated pursuant to Section 8 hereof, the Company shall not then be under any liability to any Initial Purchaser with respect to the Notes except as provided in Sections 4 and 7 hereof; but, if for any other reason the Notes are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Initial Purchasers through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Initial Purchasers in making preparations for the purchase, sale and delivery of the Notes, but the Company shall then be under no further liability to any Initial Purchaser with respect to the Notes except as provided in Sections 4 and 7 hereof.

11.In all dealings hereunder, the Representatives shall act on behalf of each of the Initial Purchasers, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Initial Purchaser made or given by such Representatives. Notwithstanding the foregoing, the obligations of the Initial Purchasers hereunder shall be several and not joint. All statements, requests, notices and agreements hereunder shall be in writing, and shall be delivered or sent by mail, Fed-ex or facsimile transmission,

if to the Initial Purchasers:

Wachovia Capital Markets, LLC

One Wachovia Center,

301 South College Street,

Charlotte, North Carolina 28288-0604

Attention: High Grade Syndicate Desk

Facsimile: 704-383-9165

25

and

J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017

Attention: High Grade Syndicate Desk

Facsimile: 212-834-6081

with a copy to

Davis Polk & Wardwell

450 Lexington Avenue

New York, New York 10017

Attention:  Charles S. Whitman

Facsimile: 212-450-3800

and if to the Company:

Bemis Company, Inc.

222 South Ninth Street

Minneapolis, MN 55402

Attention: Melanie E.R. Miller

Facsimile: 612-376-3150

with a copy to;

Faegre & Benson LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, MN 55402-3901

Attention: James E. Nicholson

Facsimile: 612-766-1600

provided, however, that any notice to an Initial Purchaser pursuant to Section 7(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Initial Purchaser at its address; which will be supplied to the Company by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

12.This Agreement shall be binding upon, and inure solely to the benefit of, the Initial Purchasers, the Company and, to the extent provided in Sections 7 and 9 hereof, the affiliates, officers and directors of each Initial Purchaser and the Company and each person who controls the Company or any Initial Purchaser, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue

26

of this Agreement. No purchaser of any of the Notes from any Initial Purchaser shall be deemed a successor or assign by reason merely of such purchase.

13.Time shall be of the essence.  As used herein, “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

14.This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

15.This Agreement may be executed by the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

16.The following statements set forth under the heading “Plan of Distribution” in the Preliminary Memorandum and the Final Memorandum constitute the only information furnished by the Initial Purchasers to the Company for the purposes of Sections 1(a), 1(i), 5(c) and 7 hereof:

(a)The names and corresponding principal amount of Notes set forth in the table of Initial Purchasers; and

(b)The sixth (concerning stabilizing transactions by the Initial Purchasers), seventh (to the extent relates to the Initial Purchasers) and eighth (concerning use of MarketAxess Corporation by certain Initial Purchasers) paragraphs of text following the table.

27

If the foregoing is in accordance with your understanding, please sign and return to us six counterparts hereof.

		Very truly yours,
		BEMIS COMPANY, INC.
		By:
			Name:
			Title:
Accepted as of the date hereof:
WACHOVIA CAPITAL MARKETS, LLC
J.P. MORGAN SECURITIES INC.
Acting severally on behalf of themselves
and the several Initial Purchasers named
in Schedule I hereto
WACHOVIA CAPITAL MARKETS, LLC
By:
	Name:
	Title:
J.P. MORGAN SECURITIES INC.
By:
	Name:
	Title:

SCHEDULE I

Initial Purchasers	Principal Amount of Notes to be Purchased
Wachovia Capital Markets, LLC	$	150,000,000
J.P. Morgan Securities Inc.	$	75,000,000
BNP Paribas Securities Corp.	$	10,714,286
Daiwa Securities SMBC Europe Limited	$	10,714,286
Greenwich Capital Markets, Inc.	$	10,714,286
ING Financial Markets LLC	$	10,714,286
Piper Jaffray & Co.	$	10,714,286
Wells Fargo Securities, LLC	$	10,714,286
Goldman, Sachs & Co. .	$	10,714,284
Total	$	300,000,000

S I-1

EX-19

EXHIBIT 19

EXHIBIT 19 - FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(in thousands, except per share amounts)

	Three Months Ended March 31,
	2005		2004
Net sales	$	831,869	$	684,037
Costs and expenses:
Cost of products sold	676,599		540,079
Selling, general, and administrative expenses	86,205		69,981
Research and development	5,848		5,060
Interest expense	8,438		2,600
Other costs (income), net	525		(3,785		)
Minority interest in net income	1,330		75
Income before income taxes	52,924		70,027
Provision for income taxes	20,700		27,000
Net income	$	32,224	$	43,027
Basic earnings per share of common stock	$	0.30	$	0.40
Diluted earnings per share of common stock	$	0.30	$	0.40
Cash dividends paid per share of common stock	$	0.18	$	0.16
Weighted-average common shares outstanding	107,020		106,799
Weighted averaged common shares and common equivalent shares outstanding	108,411		107,531

See accompanying notes to consolidated financial statements.

1

EXHIBIT 19 - FINANCIAL STATEMENTS – UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands)

	March 31, 2005			December 31, 2004
ASSETS
Cash	$	130,707		$	93,898
Accounts receivable, net	453,398			356,944
Inventories, net	450,501			387,414
Prepaid expenses	35,076			35,511
Total current assets	1,069,682			873,767
Property and equipment, net	1,084,987			938,574
Goodwill	576,270			442,181
Other intangible assets, net	117,125			65,396
Deferred charges and other assets	118,014			166,825
Total	811,409			674,402
TOTAL ASSETS	$	2,966,078		$	2,486,743
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	1,070		$	912
Short-term borrowings	14,912			4,830
Accounts payable	329,403			277,989
Accrued salaries and wages	62,482			68,269
Accrued income and other taxes	45,499			23,143
Total current liabilities	453,366			375,143
Long-term debt, less current portion	841,879			533,886
Deferred taxes	183,387			173,872
Deferred credits and other liabilities	138,219			93,003
Total liabilities	1,616,851			1,175,904
Minority interest	26,380			2,973
Stockholders’ equity:
Common stock issued and outstanding (115,962,246 and 115,750,189 shares)	11,596			11,575
Capital in excess of par value	267,075			263,266
Retained income	1,264,665			1,251,695
Other comprehensive income	29,855			31,674
Common stock held in treasury at cost (8,803,061 and 8,803,061 shares)	(250,344		)	(250,344		)
Total stockholders’ equity	1,322,847			1,307,866
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,966,078		$	2,486,743

See accompanying notes to consolidated financial statements.

2

EXHIBIT 19 - FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

	Three Months Ended March 31,
	2005			2004
Cash flows from operating activities
Net income	$	32,224		$	43,027
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	40,103			34,495
Minority interest in net income	1,330			75
Stock award compensation	4,122			3,817
Deferred income taxes	3,820			1,434
Income of unconsolidated affiliated company	(343		)	(2,667		)
(Gain) loss on sales of property and equipment	(100		)	342
Restructuring related activities				(2,810		)
Proceeds from cash flow hedge	6,079
Changes in working capital, net of effects of acquisitions	(57,577		)	(18,853		)
Net change in deferred charges and credits	393			3,419
Net cash provided by operating activities	30,051			62,279
Cash flows from investing activities
Additions to property and equipment	(43,777		)	(34,112		)
Business acquisitions, net of cash acquired	(222,411		)
Proceeds from sales of property and equipment	511			287
Proceeds from sale of restructuring related assets				3,131
Increased investment in unconsolidated affiliated company				(7,065		)
Net cash used in investing activities	(265,677		)	(37,759		)
Cash flows from financing activities
Change in long-term debt	294,442			(14,312		)
Change in short-term debt	(3,950		)	(392		)
Cash dividends paid to stockholders	(19,254		)	(17,089		)
Stock incentive programs	1,316			293
Net cash provided (used) by financing activities	272,554			(31,500		)
Effect of exchange rates on cash	(119		)	621
Net increase (decrease) in cash	36,809			(6,359		)
Cash balance at beginning of year	93,898			76,476
Cash balance at end of period	$	130,707		$	70,117

See accompanying notes to consolidated financial statements.

3

EXHIBIT 19 – FINANCIAL STATEMENTS – UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(dollars in thousands, except per share amounts)

	Common Stock		Capital In Excess Of Par Value			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock Held In Treasury			Total Stockholders Equity
Balance at December 31, 2002	$	6,134	$	248,206		$	1,052,475		$	(97,497	)	$	(250,344	)	$	958,974
Net income						147,145									147,145
Translation adjustment									59,237						59,237
Pension liability adjustment, net of tax effect $15,668									26,072						26,072
Total comprehensive income															232,454
Cash dividends paid on common stock $0.56 per share						(59,469		)							(59,469		)
Stock incentive programs and related tax effects (177,285 shares)	18		6,756												6,774
Issued 53,522,935 shares for two-for-one stock split	5,353		(5,353		)										0
Balance at December 31, 2003	11,505		249,609			1,140,151			(12,188		)	(250,344		)	1,138,733
Net income						179,967									179,967
Translation adjustment									39,780						39,780
Pension liability adjustment, net of tax effect $(1,433)									(2,071		)				(2,071		)
Total comprehensive income															217,676
Cash dividends paid on common stock $0.64 per share						(68,423		)							(68,423		)
Recognition of cumulative translation adjustment related to divesture of investment in foreign entity									6,153						6,153
Stock incentive programs and related tax effects (705,082 shares)	70		13,657												13,727
Balance at December 31, 2004	11,575		263,266			1,251,695			31,674			$	(250,344	)	1,307,866
Net income for the first three months of 2005						32,224									32,224
Unrecognized gain on derivative, net of tax $2,371									3,708						3,708
Unrecognized gain reclassified to earnings									(22		)				(22		)
Translation adjustment for the first three months of 2005									(5,505		)				(5,505		)
Total comprehensive income*															30,405
Cash dividends paid on common stock $.18 per share						(19,254		)							(19,254		)
Stock incentive programs and related tax effects (212,057 shares)	21		3,809												3,830
Balance at March 31, 2005	$	11,596	$	267,075		$	1,264,665		$	29,855		$	(250,344	)	$	1,322,847

* Total comprehensive income for the first quarter of 2004 was $44,977.

See accompanying notes to consolidated financial statements.

4

EXHIBIT 19 - FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by Bemis Company, Inc. (the Company) in accordance with accounting principles for interim financial information generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position and results of operations.  It is management’s opinion, however, that all material adjustments (consisting of normal recurring accruals) have been made which are necessary for a fair financial statement presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.  For further information, refer to the consolidated financial statements and footnotes included in the Company’s annual report on Form 10-K for the year ended December 31, 2004.

Note 2 - Accounting for Stock-Based Compensation

As provided for in Statement of Financial Accounting Standards No. 148 (SFAS No. 148), “Accounting for Stock-Based Compensation—Transition and Disclosure (an amendment of FASB Statement No. 123)”, the Company is choosing to continue with its current practice of applying the recognition and measurement principles of APB No. 25, “Accounting for Stock Issued to Employees.”  The intrinsic value method is used to account for stock-based compensation plans.  If compensation expense had been determined based on the fair value method with the pro forma compensation expense reflected over the vesting period, net income and income per share would have been adjusted to the pro forma amounts indicated below:

	For the Quarter Ended March 31,
(dollars in thousands, except per share amounts)	2005			2004
Net income - as reported	$	32,224		$	43,027
Add: Stock-based compensation expense included in net income, net of related tax effects	2,506			2,344
Deduct: Total stock-based compensation expense determined under fair value, net of related tax effects	(2,561		)	(2,468		)
Net income - pro forma	$	32,169		$	42,903
Basic earnings per share - as reported	$	0.30		$	0.40
Basic earnings per share - pro forma	$	0.30		$	0.40
Diluted earnings per share - as reported	$	0.30		$	0.40
Diluted earnings per share - pro forma	$	0.30		$	0.40

On December 15, 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS 123R), which will significantly change accounting practice with respect to employee stock options.  FAS 123R requires that the Company measure the cost of equity-based service awards based on the grant-date fair value of the award (with limited exceptions).  That cost will be recognized over the period during which an employee is required to provide service in exchange for the award or the requisite service period (usually the vesting period).  No compensation cost is recognized for equity instruments for which employees do not render the requisite service.  The Company will initially measure the cost of liability-based service awards based on its current fair value; the fair value of that award will be remeasured subsequently at each reporting date through the settlement date.  Changes in fair value during the requisite service period will be recognized as compensation cost over that period.  In April 2005 the Securities and Exchange Commission delayed the effective date of SFAS 123R, and as a result the Company is required to adopt the provisions of this standard beginning January 1, 2006.  The Company expects that the impact of adopting this standard will be insignificant to the Company’s results of operation.

Note 3 – Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill attributable to each reportable operating segment follow:

(in thousands)	Flexible Packaging Segment			Pressure Sensitive Materials Segment		Total
Reported balance at December 31, 2003	399,885			50,708		450,593
Contribution of previously consolidated subsidiary to equity investment in Brazilian joint venture	(7,679		)			(7,679		)
Business acquisition	1,932					1,932
Goodwill allocated to business dispositions	(4,316		)			(4,316		)
Currency translation adjustment	1,651					1,651
Reported balance at December 31, 2004	$	391,473		$	50,708	$	442,181
Business acquisitions	116,035					116,035
Goodwill associated with Itap Bemis Ltda. which is now consolidated	16,711					16,711
Currency translation adjustment	1,343					1,343
Reported balance at March 31, 2005	$	525,562		$	50,708	$	576,270

5

The components of amortized intangible assets follow:

	March 31, 2005					December 31, 2004
(in thousands)	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Contract based	$	16,735	$	(7,431	)	$	15,323	$	(5,681	)
Technology based	64,772		(11,888		)	52,218		(10,845		)
Marketing related	16,993		(2,612		)	8,989		(2,189		)
Customer based	44,481		(3,925		)	10,547		(2,966		)
Reported balance	$	142,981	$	(25,856	)	$	87,077	$	(21,681	)

Amortization expense for intangible assets during the first quarter of 2005 was $4.0 million.  Estimated amortization expense for the remainder of 2005 is $7.5 million; for 2006 and 2007 is $10.0 million each year; and $9.9 million for 2008, 2009 and 2010 each.

Note 4 – Acquisition of Dixie Toga S.A. and Rayton Packaging Inc.

On January 5, 2005, the Company acquired majority ownership of Dixie Toga S.A., headquartered in São Paulo, Brazil.  Dixie Toga recorded annual net sales in excess of $300 million in 2004.  In this transaction, the Company acquired substantially all of the outstanding voting common stock and 43 percent of the outstanding non-voting preferred stock of Dixie Toga for a total cash price of approximately $250 million, which was initially financed with commercial paper.  Dixie Toga is a leading packaging company in South America, specializing in flexible packaging, thermoformed and injection molded containers, laminated plastic tubes, printed labels, and printed folding cartons.  Dixie Toga employs over 3,000 people in South America and operates nine manufacturing plants in Brazil and two in Argentina.  The remaining non-voting preferred shares not acquired are traded publicly on the Brazilian Bovespa Exchange

The net cash purchase price of $219.9 million has been accounted for under the purchase method of accounting reflecting the provisions of SFAS Nos. 141 and 142 and includes the preliminary allocations as follows:  $151.8 million to tangible assets, $54.4 million to intangible assets, $101.7 million to liabilities assumed, and $115.4 million to tax deductible goodwill.  Intangible assets acquired had a weighted-average useful life of approximately 13 years and include $1.4 million for contract-based intangibles with a useful life of 1 year, $8.0 million for marketing related intangibles with a useful life of 10 years, $33.0 million for customer-based intangibles with a useful life of 15 years, and $12.0 million for technology-based intangibles with a useful life of 10 years.  The third-party valuation of certain tangible and intangible assets relating to the acquisition is not final; thus the purchase price allocation is subject to further refinement.  Results of operations from the date of acquisition are included in these financial statements.  Pro forma income statement results for the comparative first quarter 2004 period, as if this acquisition had occurred at the beginning of 2004, would have reflected net sales as $755.8, net income as $41.7, and earnings per share as $0.39.

The Company and Dixie Toga have operated a flexible packaging joint venture in Brazil since 1998.  This venture, known as Itap Bemis Ltda., represents about one-third of Dixie Toga’s annual net sales.  Prior to the acquisition the Company owned 45 percent of the joint venture and has accounted for it on an equity basis for the year 2004 and earlier.

On February 17, 2005, the Company acquired the assets of Rayton Packaging Inc., or Calgary, Alberta, Canada for a cash purchase price of $2.5 million.  The net cash purchase price has been accounted for under the purchase method of accounting reflecting the provisions of SFAS Nos. 141 and 142 and includes the preliminary allocations as follows:  $1.0 million to tangible assets, $0.8 million to intangible assets, and $0.7 million to goodwill.  Intangible assets acquired include $0.4 million for customer-based intangibles and $0.4 million for technology-based intangibles each with a useful life of 10 years.

Note 5 – Restructuring of Operations

The restructuring plan for the flexible packaging business segment is complete except for the disposal of the remaining two plants for which no gain or loss is expected.  The restructuring plan for the pressure sensitive materials business segment is complete except for the disposal of the remaining plant for which a small gain is expected to be realized.  First quarter 2005 employee severance payments of $0.039 million have reduced the remaining related accrual balance to $0.195 million at March 31, 2005.

Note 6 – Components of Net Periodic Benefit Cost

Benefit costs for defined pension benefit plans are shown below.  Costs for other benefits include defined contribution pension plans and postretirement benefits other than pensions.  The funding policy and expectations disclosed in the Company’s 2004 Annual Report are expected to continue unchanged throughout 2005.

	For the Quarter Ended March 31,
	Pension Benefits						Other Benefits
(in thousands)	2005			2004			2005			2004
Service cost – benefits earned during the period	$	5,180		$	4,612		$	449		$	450
Interest cost on projected benefit obligation	7,257			7,098			307			324
Expected return on plan assets	(9,118		)	(8,292		)
Amortization of unrecognized transition obligation	82			102
Amortization of prior service cost	681			561			(13		)	18
Recognized actuarial net (gain) or loss	2,483			1,870			33			24
Settlement gain (loss)	143
Net periodic pension (income) cost	$	6,708		$	5,951		$	776		$	816

6

The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) introduced a prescription drug benefit under Medicare and, in certain circumstances, a federal subsidy to sponsors of retiree health care benefit plans.  The Company’s U.S. postretirement health care plan offers prescription drug benefits.  As of December 31, 2004, accumulated postretirement benefit obligation decreased by $1,230,000.  The effect of the Act on components of net periodic postretirement benefit cost for the quarter ended March 31, 2005, is as follows:

(in thousands)	March 31, 2005
Service cost – benefits earned during the year
Interest cost on accumulated postretirement benefit obligation	$	(18	)
Amortization of prior service cost
Recognized actuarial net (gain) or loss	(24		)
Net periodic postretirement benefit cost	$	(42	)

Note 7 - Inventories

The Company’s inventories are valued at the lower of cost, determined by the first-in, first-out (FIFO) method, or market.  Inventories are summarized as follows:

(in thousands)	March 31, 2005			December 31, 2004
Raw materials and supplies	$	159,054		$	136,379
Work in process and finished goods	307,672			264,312
Total inventories, gross	466,726			400,691
Less inventory reserves	(16,225		)	(13,277		)
Total inventories, net	$	450,501		$	387,414

Note 8 - Taxes Based on Income

The Company’s 2005 effective tax rate of 39.1% differs from the federal statutory rate of 35.0% primarily due to state and local income taxes.

Note 9 - Segments of Business

The Company’s business activities are organized around its two principal business segments, Flexible Packaging and Pressure Sensitive Materials.  Both internal and external reporting conforms to this organizational structure with no significant differences in accounting policies applied.  The Company evaluates the performance of its segments and allocates resources to them based on operating profit, which is defined as profit before general corporate expense, interest expense, income taxes, and minority interest.  A summary of the Company’s business activities reported by its two business segments follows:

	For the Quarter Ended March 31,
Business Segments (in millions)	2005			2004
Net Sales to Unaffiliated Customers:
Flexible Packaging	$	688.2		$	538.8
Pressure Sensitive Materials	143.8			145.3
Intersegment Sales:
Flexible Packaging	(0.1		)	(0.1		)
Pressure Sensitive Materials
Total	$	831.9		$	684.0
Operating Profit and Pretax Profit:
Flexible Packaging	$	69.9		$	73.6
Pressure Sensitive Materials	7.6			5.6
Total operating profit	77.5			79.2
General corporate expenses	(14.9		)	(6.5		)
Interest expense	(8.4		)	(2.6		)
Minority interest in net income	(1.3		)	(0.1		)
Income before income taxes	$	52.9		$	70.0
Identifiable Assets:
Flexible Packaging	$	2,416.1		$	1,797.5
Pressure Sensitive Materials	432.1			393.4
Total identifiable assets	2,848.2			2,190.9
Corporate assets	117.9			133.4
Total	$	2,966.1		$	2,324.3

7

Note 10 – Legal Proceedings

The Company is involved in a number of lawsuits incidental to its business, including environmental related litigation.  Although it is difficult to predict the ultimate outcome of these cases, management believes, except as discussed below, that any ultimate liability would not have a material adverse effect upon the Company’s financial condition or results of operations.

The Indiana Department of Environmental Management has issued a Notice of Violation to the Company regarding various permitting and air emissions violations at its Terre Haute, Indiana facility.  The Company is cooperating with the Indiana agency and is seeking to resolve all open issues raised by the Notice of Violation.  Any settlement or other resolution of these matters may include a penalty.  While the Company cannot reasonably estimate the amount of any such penalty, management believes that it would not have a material adverse effect upon the Company’s financial condition or results of operations.

The Company is a potentially responsible party (PRP) in twelve superfund sites around the United States.  The Company expects its future liability relative to these sites to be insignificant, individually and in the aggregate.  The Company has reserved an amount that it believes to be adequate to cover its exposure.

Dixie Toga S.A., acquired by the Company on January 5, 2005, is involved in a tax dispute with the City of São Paulo.  The City has assessed a city services tax on the production and sale of printed labels and packaging products.  Dixie Toga, along with a number of other packaging companies disagree and contend that the city services tax is not applicable to its products and that the products are subject only to the state value added tax (VAT).  Under Brazilian law, state VAT and city services tax are mutually exclusive and the same transaction can be subject to only one of those taxes.  Based on a ruling from the State of São Paulo, advice from legal counsel, and long standing business practice, Dixie Toga appealed the city services tax and instead continued to collect and pay only the state VAT.

The City of São Paulo disagreed and assessed Dixie Toga the city services tax for the years 1991-1995.  The assessments for those years are estimated to be approximately $40.0 million at the date the Company acquired Dixie Toga.  Dixie Toga challenged the assessments and ultimately litigated the issue.  A lower court decision in 2002 cancelled all of the assessments for 1991-1995.  The City of São Paulo, the State of São Paulo, and Dixie Toga have each appealed parts of the lower court decision.  The City continues to assert the applicability of the city services tax and has issued assessments for the subsequent years 1996-2001.  The assessments for those years for tax and penalties (exclusive of interest) are estimated to be approximately $26.0 million.

Dixie Toga strongly disagrees with the City’s position.  The Company believes that Dixie Toga has a strong legal position and intends to vigorously challenge any assessments by the City of São Paulo.  The Company is unable at this time to predict the ultimate outcome of the controversy and as such has not recorded any liability related to this matter.  An adverse resolution could be material to the results of operations and/or cash flows of the period in which the matter is resolved.

The Company first disclosed in a Form 8-K filed with the Securities and Exchange Commission on April 23, 2003, that the Department of Justice expected to initiate a criminal investigation into competitive practices in the labelstock industry and the Company further discussed the investigation and disclosed that it expected to receive a subpoena in its Form 10-Q filed for the quarter ended June 30, 2003.  In a Form 8-K filed with the Securities and Exchange Commission on August 15, 2003, the Company disclosed that it had received a subpoena from the U.S. Department of Justice in connection with the Department’s criminal investigation into competitive practices in the labelstock industry.  The Company has responded to the subpoena and will continue to cooperate fully with the requests of the U.S. Department of Justice.

The Company and its wholly-owned subsidiary, Morgan Adhesives Company, have been named as defendants in fourteen civil lawsuits.  Five of these lawsuits purport to represent a nationwide class of labelstock purchasers, and each alleges a conspiracy to fix prices within the self-adhesive labelstock industry.  On November 5, 2003, the Judicial Panel on MultiDistrict Litigation issued a decision consolidating all of the federal class actions for pretrial purposes in the United States District Court for the Middle District of Pennsylvania, before the Honorable Chief Judge Vanaskie.  Judge Vanaskie entered an order which calls for discovery to be taken on the issues relating to class certification and briefing on plaintiffs’ motion for class certification to be completed in November 2005.  At this time, a discovery cut-off and a trial date have not been set.  The Company has also been named in four lawsuits filed in the California Superior Court in San Francisco.  Three of these lawsuits seek to represent a class of all California indirect purchasers of labelstock and each alleged a conspiracy to fix prices within the self-adhesive labelstock industry.  These three lawsuits have been consolidated. The fourth lawsuit seeks to represent a class of California direct purchasers of labelstock and alleges a conspiracy to fix prices within the self-adhesive labelstock industry. Finally, the Company has been named in one lawsuit in Vermont, seeking to represent a class of all Vermont indirect purchasers of labelstock, one lawsuit in Ohio, seeking to represent a class of all Ohio indirect purchasers of labelstock, one lawsuit in Nebraska seeking to represent a class of all Nebraska indirect purchasers of labelstock, one lawsuit in Kansas seeking to represent a class of all Kansas indirect purchasers of labelstock, and one lawsuit in Tennessee, seeking to represent a class of purchasers of labelstock in various jurisdictions, all alleging a conspiracy to fix prices within the self-adhesive labelstock industry.  The Company intends to vigorously defend these lawsuits.

In a Form 8-K filed with the Securities and Exchange Commission on May 25, 2004, the Company disclosed that representatives from the European Commission had commenced a search of business records and interviews of certain Company personnel at its self-adhesive labelstock operation in Soignies, Belgium to investigate possible violations of European competition law in connection with an investigation of potential anticompetitive activities in the European paper and forestry products sector.  The Company continues to cooperate fully with the European Commission.

8

Given the ongoing status of the U.S. Department of Justice investigation, the related class-action civil lawsuits, and the European Commission investigation, the Company is unable to predict the outcome of these matters although the effect could be material to the results of operations and/or cash flows of the period in which the matter is resolved.  The Company is currently not otherwise subject to any pending litigation other than routine litigation arising in the ordinary course of business, none of which is expected to have a material adverse effect on the business, results of operations, financial position, or liquidity of the Company.

Note 11 – Long-Term Debt

Debt consisted of the following at March 31,

(dollars in thousands)	2005		2004
Commercial paper payable through 2005 at an interest rate of 2.8%	$	154,830	$	160,380
Notes payable in 2012 at an interest rate of 4.875%	300,000
Notes payable in 2008 at an interest rate of 6.5%	250,000		250,000
Notes payable in 2005 at an interest rate of 6.7%	100,000		100,000
Interest rate swap agreement	7,950		14,943
Industrial revenue bond payable through 2012 at an interest rate of 2.2%	8,000		8,000
Debt of subsidiary company payable through 2009 at an interest rate of 6.5% to 13.8%	21,494		850
Obligations under capital leases	675		625
Total debt	842,949		534,798
Less current portion	1,070		912
Total long-term debt	$	841,879	$	533,886

The commercial paper has been classified as long-term debt, to the extent of available long-term backup credit agreements, in accordance with the Company’s intent and ability to refinance such obligations on a long-term basis.  The interest rate of commercial paper outstanding at March 31, 2005, was 2.8 percent.  The Company issued approximately $250.0 million of additional commercial paper in January 2005 to fund the acquisition of Dixie Toga S.A.  During March 2005, the Company issued long-term notes payable in 2012 at an interest rate of 4.875 percent, the proceeds of which were used to pay down outstanding commercial paper.  The notes were sold to qualified institutional buyers under the provisions of Rule 144A of the Securities Act of 1933.

Note 12 - Accumulated other comprehensive income (loss)

The components of accumulated other comprehensive income (loss) are as follows:

(in thousands)	March 31, 2005			December 31, 2004
Foreign currency translation	$	51,921		$	57,426
Unrecognized gain on derivative, net of tax $2,357	3,686
Minimum pension liability, net of deferred tax benefit of $16,258 and $16,258	(25,752		)	(25,752		)
Accumulated other comprehensive income (loss)	$	29,855		$	31,674

In connection with the issue of seven-year, $300 million notes in March 2005, we entered into a forward starting swap on February 3, 2005, in order to lock in an interest rate in advance of the pricing date for the notes.   On March 14, 2005, in conjunction with the pricing of the notes, we terminated the swap and recorded the resulting gain of $6.1 million on the balance sheet as other comprehensive income.  This gain will be amortized over the term of the notes.

Note 13 - Earnings Per Share Computations

	Three Months Ended March 31,
	2005		2004
Income available to common stockholders (numerator)	$	32,224,000	$	43,027,000
Weighted-average common shares outstanding (denominator)	107,020,050		106,799,101
Basic earnings per share of common stock	$	0.30	$	0.40
Dilutive effects of stock option and stock awards, including impact of windfall tax benefits	1,391,377		731,503
Weighted-average common shares and common equivalent shares outstanding (denominator)	108,411,427		107,530,604
Diluted earnings per share of common stock	$	0.30	$	0.40

Certain options outstanding at March 31, 2004 (2,494 shares), were not included in the computation of diluted earnings per share because they would not have had a dilutive effect at that time.

9

EX-31.1

EXHIBIT 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CEO

I, Jeffrey H. Curler, certify that:

1.  I have reviewed this report on Form 10-Q of Bemis Company, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date	May 6, 2005	By /s/ Jeffrey H. Curler
		Jeffrey H. Curler, President and
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CFO

I, Gene C. Wulf, certify that:

1.  I have reviewed this report on Form 10-Q of Bemis Company, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date	May 6, 2005	By /s/ Gene C. Wulf
		Gene C. Wulf, Vice President, Chief
		Financial Officer and Treasurer

EX-32

EXHIBIT 32

SECTION 1350 CERTIFICATIONS OF CEO AND CFO

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies that the quarterly report on Form 10-Q of Bemis Company, Inc. for the quarter ended March 31, 2005 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Bemis Company, Inc.

/s/ Jeffrey H. Curler	/s/ Gene C. Wulf
Jeffrey H. Curler, President and	Gene C. Wulf, Vice President, Chief
Chief Executive Officer	Financial Officer and Treasurer
May 6, 2005	May 6, 2005