10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 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)

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

Securities registered pursuant to Section 12(b) of the Act:

	Name of Each Exchange
Title of Each Class	on Which Registered
Common Stock, par value $.10 per share	New York Stock Exchange
Preferred Share Purchase Rights	New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act:   None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.      YES ý  NO o

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.      YES o  NO ý

Indicate by check mark whether the Registrant 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 has been subject to such filing requirements for the past 90 days.      YES ý  NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  Large Accelerated Filer  ý          Accelerated Filer  o         Non-Accelerated Filer  o

Indicate by check mark whether the Registrant is a shell company.   YES o  NO ý

The aggregate market value of the voting stock held by nonaffiliates of the Registrant on June 30, 2005, based on a closing price of $26.54 per share as reported on the New York Stock Exchange, was $2,844,236,000.

As of March 9, 2006, the Registrant had 104,817,986 shares of Common Stock issued and outstanding.

Documents Incorporated by Reference

Proxy Statement - Annual Meeting of Stockholders May 4, 2006 - Part III

BEMIS COMPANY, INC. AND SUBSIDIARIES

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

Part I
Item 1.	Business
Item 1A.	Risk Factors
Item 1B.	Unresolved Staff Comments
Item 2.	Properties
Item 3.	Legal Proceedings
Item 4.	Submission of Matters to a Vote of Security Holders
Part II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.	Selected Financial Data
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk
Item 8.	Financial Statements and Supplementary Data
	Management’s Responsibility Statement
	Report of Independent Registered Public Accounting Firm
	Consolidated Statement of Income
	Consolidated Balance Sheet
	Consolidated Statement of Cash Flows
	Consolidated Statement of Stockholders’ Equity
	Notes to Consolidated Financial Statements
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A.	Controls and Procedures
Item 9B.	Other Information
Part III
Item 10.	Directors and Executive Officers of the Registrant
Item 11.	Executive Compensation
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.	Certain Relationships and Related Transactions
Item 14.	Principal Accountant Fees and Services
Part IV
Item 15.	Exhibits and Financial Statement Schedules
Signatures
Exhibit Index.
Schedule II – Valuation and Qualifying Accounts and Reserves
Report of Independent Registered Public Accounting Firm on Financial Statement Schedule
Exhibit 21 – Subsidiaries of the Registrant
Exhibit 23 – Consent of PricewaterhouseCoopers LLP
Exhibit 31.1 – Certification of Jeffrey H. Curler, Chief Executive Officer of the Company, pursuant to Rule 13a-14(a)/15d-14(a), dated March 10, 2006
Exhibit 31.2 – Certification of Gene C. Wulf, Chief Financial Officer of the Company, pursuant to Rule 13a-14(a)/15d-14(a), dated March 10, 2006
Exhibit 32 – Certification of Jeffrey H. Curler, Chief Executive Officer of the Company, and Gene C. Wulf, Chief Financial Officer of the Company, pursuant to Section 1350, dated March 10, 2006

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PART I  -  ITEMS 1, 2, 3, and 4

ITEM 1 - BUSINESS

Bemis Company, Inc., a Missouri corporation (the “Registrant” or “Company”), continues a business formed in 1858.  The Company was incorporated in 1885 as Bemis Bro. Bag Company with the name changed to Bemis Company, Inc. in 1965.  The Company is a principal manufacturer of flexible packaging products and pressure sensitive materials selling to customers throughout the United States, Canada, South America, and Europe with a growing presence in Asia Pacific and Mexico.  In 2005, approximately 82 percent of the Company’s sales were derived from the Flexible Packaging segment and approximately 18 percent were derived from the Pressure Sensitive Materials segment.

The Company’s products are sold to customers primarily in the food industry.  Other customers include companies in the following types of businesses: chemical, agribusiness, medical, pharmaceutical, personal care, batteries, electronics, automotive, construction, graphic industries, and other consumer goods.  Further information about the Company’s operations in its business segments is available at Note 13 to the Consolidated Financial Statements included in Item 8 of this Form 10-K Annual Report.

As of December 31, 2005, the Company had approximately 15,900 employees, about 10,600 of whom were classified as production employees.  Many of the North American production employees are covered by collective bargaining contracts involving four different international unions, one independent union, and 19 individual contracts with terms ranging from one to six years.  During 2005, two contracts covering approximately 200 employees at two different locations in the United States were successfully negotiated.  One U.S. contract covering approximately 45 employees and one Canadian contract covering approximately 92 employees expired with negotiations continuing into 2006.  In addition to those two contracts, two other domestic labor agreements covering approximately 300 employees are scheduled to expire in 2006.  Many of the non-North American production employees as well as some of the non-North American salaried workforce are covered by collective bargaining contracts involving six different unions with terms ranging from one to two years.

Working capital elements fluctuate throughout the year in relation to the level of customer volume and other marketplace conditions.  Customer and vendor payment terms are split approximately equally between net 30 days and discountable terms.  Discounts are generally one percent for payment within ten days.  Inventory levels reflect a reasonable balance between raw material pricing and availability, and the Company’s commitment to promptly fill customer orders.  Manufacturing backlogs are not a significant factor in the industries in which the Company operates as most orders placed with the Company are for delivery within 60 days or less.  The business of each of the segments is not seasonal to any significant extent.

The Company is the owner or licensee of a number of United States and foreign patents and patent applications that relate to certain of its products, manufacturing processes, and equipment.  The Company also has a number of trademarks and trademark registrations in the United States and in foreign countries.  The Company’s patents, licenses, and trademarks collectively provide a competitive advantage.  However, the loss of any single patent or license alone would not have a material adverse effect on the Company’s results as a whole or those of either of its segments.

The Company’s business activities are organized around its two business segments, Flexible Packaging and Pressure Sensitive Materials.  Both internal and external reporting conform to this organizational structure.  A summary of the Company’s business activities reported by its two business segments follows.

Flexible Packaging Segment

The flexible packaging segment manufactures a broad range of consumer and industrial packaging.  Multilayer flexible polymer film structures and laminates are sold for food, medical, and personal care products as well as non-food applications utilizing vacuum or modified atmosphere packaging.  Additional products include blown and cast stretchfilm products, carton sealing tapes and application equipment, custom thermoformed plastic packaging, multiwall and single-ply paper bags, printed paper roll stock, and bag closing materials.  Markets for our products include processed and fresh meat, liquids, frozen foods, cereals, snacks, cheese, coffee, condiments, candy, pet food, bakery, seed, lawn and garden, tissue, fresh produce, personal care and hygiene, disposable diapers, printed shrink overwrap for the food and beverage industry, agribusiness, minerals, and medical device packaging.

Pressure Sensitive Materials Segment

The pressure sensitive materials segment manufactures pressure sensitive materials that are sold into label markets, graphic markets, and technical markets.

Products for label markets include narrow-web rolls of pressure sensitive paper, film, and metalized film printing stocks used in high-speed printing and die-cutting of primary package labeling, secondary or promotional decoration, and for high-speed, high-volume data processing (EDP) stocks, bar code labels, and numerous laser printing applications.  Primary markets include food and consumer goods products, inventory control labeling, shipping labels, postage stamps, and laser/ink jet printed labels.

Products for graphic markets include pressure sensitive papers and films used for decorative signage through computer-aided plotters, digital and screen printers, and photographic overlaminate and mounting materials including optically clear films with built-in UV inhibitors.  Offset printers, sign makers, and photo labs use these products on short-run and/or digital printing technology to create labels, signs, or vehicle graphics.  Primary markets are indoor and outdoor signage, photograph and digital print overlaminates, and vehicle graphics.

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Products for technical markets are pressure sensitive materials that are technically engineered for performance in varied industrial applications.  They include micro-thin film adhesives used in delicate electronic parts assembly and pressure sensitives utilizing foam and tape based stocks to perform fastening and mounting functions.  Tapes sold to medical markets feature medical-grade adhesives suitable for direct skin contact.  Primary markets are batteries, electronics, automotive, construction, medical, and pharmaceuticals.

Marketing, Distribution, and Competition

While the Company’s sales are made through a variety of distribution methods, more than 90 percent of each segment’s sales are made by the Company’s direct sales force.  Sales offices and plants are located throughout the United States, Canada, United Kingdom, Continental Europe, Scandinavia, Asia Pacific, South America, and Mexico to provide prompt and economical service to more than 30,000 customers.  The Company’s technically trained sales force is supported by product development engineers, design technicians, and a customer service organization.

No single customer accounts for ten percent or more of the Company’s total sales.  Furthermore, the loss of one or a few major customers would not have a material adverse effect on the Company’s operating results.  Nevertheless, business arrangements with large customers require a large portion of the manufacturing capacity at a few individual manufacturing sites.  Any change in the business arrangement would typically occur over a period of time, which would allow for an orderly transition for both the Company’s manufacturing site and the customer.

The major markets in which the Company sells its products are highly competitive.  Areas of competition include service, innovation, quality, and price.  This competition is significant as to both the size and the number of competing firms.  Major competitors in the Flexible Packaging segment include Alcan Packaging, Amcor Limited, Exopack Company, Hood Packaging Corporation, Intertape Polymer Group Inc., Pliant Corporation, Printpack, Inc., Sealed Air Corporation, Smurfit-Stone Container Corporation, Sonoco Products Company, and Wihuri OY.  In the Pressure Sensitive Materials segment major competitors include 3M, Acucote, Inc., Avery Dennison Corporation, Flexcon Co., Inc., Green Bay Packaging Inc., Ricoh Company, Ltd., Ritrama Inc., Spinnaker Industries, Inc., Technicote Inc., UPM-Kymmene Corporation, and Wausau Coated Products Inc.

The Company considers itself to be a significant factor in the market niches it serves; however, due to the diversity of the Flexible Packaging and Pressure Sensitive Materials segments, the Company’s precise competitive position in these markets is not reasonably determinable.  Advertising is limited primarily to business and trade publications emphasizing the Company’s product features and related technical capabilities and the individual problem-solving approach to customer problems.

Raw Materials

Plastic resins and films, paper, inks, adhesives, and chemicals constitute the basic major raw materials.  These are purchased from a variety of industry sources and the Company is not dependent on any one supplier for its raw materials.  While temporary industry-wide shortages of raw materials may occur, such as was experienced during the 2005 hurricane season, the Company’s raw materials supply was not significantly impacted or interrupted.  Currently, raw materials are readily available.

Research and Development Expense

Research and development expenditures were as follows:

(in thousands)	2005		2004		2003
Flexible Packaging	$	18,920	$	16,923	$	17,060
Pressure Sensitive Materials	4,608		4,215		4,394
Total	$	23,528	$	21,138	$	21,454

Environmental Control

Compliance with federal, state, and local provisions which have been enacted or adopted regulating discharges of materials into the environment or otherwise relating to the protection of the environment, is not expected to have a material effect upon the capital expenditures, earnings, or competitive position of the Company and its subsidiaries.

Available Information

The Company is a large accelerated filer (as defined in Exchange Act Rule 12b-2) and is also an electronic filer.  Electronically filed reports (Forms 4, 8-K, 10-K, 10-Q, S-3, S-8, etc.) can be accessed at the Securities and Exchange Commission (SEC) website (http://www.sec.gov) or by visiting the SEC’s Public Reference Room located at 100 F St., N.E., Washington, DC 20549 (call 1-202-551-8090 or 1-800-732-0330 for hours of operation). Electronically filed reports can also be accessed through the Company’s own website (http://www.bemis.com), under Investor Relations/SEC Filings or by writing for free information, including SEC filings, to Investor Relations, Bemis Company, Inc.:  before May 5, 2006, 222 South Ninth Street, Suite 2300, Minneapolis, Minnesota 55402-4099, or calling (612) 376-3000; after May 4, 2006, One Neenah Center, 4^th Floor, P.O. Box 669, Neenah, Wisconsin 54957-0669, or calling (920) 727-4100.  In addition, the Company’s Board Committee charters and the Company’s code of business conduct and ethics can be electronically accessed at the Company’s website under Company Overview or, free of charge, by writing directly to the Company, Attention:  Corporate Secretary.  The Company has adopted a Financial Code of Ethics which is filed as an exhibit to this Annual Report on Form 10-K, and is also posted on the Company’s website.  The Company intends to post any amendment to, or waiver from, a provision of the Financial Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, controller and other persons performing similar functions on the Investor Relations section of its website (www.bemis.com) promptly following the date of such amendment or waiver.

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Explanation of Terms Describing the Company’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.

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 1A – RISK FACTORS

Funded status of pension plans—Recognition of minimum pension liability may cause a significant reduction in net worth.

Statement of Financial Accounting Standards No. 87, Employers’ Accounting for Pensions, requires balance sheet recognition of a minimum liability if the fair value of plan assets is less than the accumulated benefit obligation (ABO) at the end of the year.  The fair value of our largest U.S. pension plan’s assets exceeded the ABO at December 31, 2005; therefore, no recognition of minimum liability was required for this plan.  However, if the fair value of our largest U.S. pension plan’s assets at a future reporting date decreases or if the discount rate used to calculate the ABO as of that date decreases, we may be required to write off our prepaid pension assets and record a liability equal to the excess of ABO over the fair value of the assets.  The resulting non-cash after-tax charge would not reduce reported earnings.  It would be recorded directly as a decrease in the Accumulated Other Comprehensive Income component of stockholders’ equity.  While we cannot estimate the future minimum liability with any certainty at this time, we believe that if an adjustment is required, the adjustment would significantly reduce our net worth.  We have identified pension assumptions as critical accounting estimates.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates and Judgments—Accounting for annual pension costs” and “—Pension assumptions sensitivity analysis” included in Item 7 of this Annual Report on Form 10-K.

Goodwill and other intangible assets—A significant write down of goodwill and/or other intangible assets would have a material adverse effect on our reported results of operations and net worth.

                On January 1, 2002, we adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (FAS No. 142).  We no longer amortize goodwill, but we review our goodwill balance for impairment at least once a year using the business valuation methods required by FAS No. 142.  These methods include the use of a weighted-average cost of capital to calculate the present value of the expected future cash flows of our reporting units.  Future changes in the cost of capital, expected cash flows, or other factors may cause our goodwill and/or other intangible assets to be impaired, resulting in a non-cash charge against results of operations to write down these assets for the amount of the impairment.  If a significant write down is required, the charge would have a material adverse effect on our reported results of operations and net worth.  We have identified the valuation of intangibles as a critical accounting estimate.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates and Judgments—Intangible assets and goodwill” included in Item 7 of this Annual Report on Form 10-K.

Foreign operations—Conditions in foreign countries and changes in foreign exchange rates may reduce our reported results of operations.

We have operations in North America, South America, Europe, and Asia.  In 2005, approximately 34 percent of our sales were generated by entities operating outside of the United States.  Fluctuations in currencies can cause transaction and translation losses.  In addition, our revenues and net income may be adversely affected by economic conditions, political situations, and changing laws and regulations in foreign countries, as to which we have no control.

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Interest rates—An increase in interest rates could reduce our reported results of operations.

At December 31, 2005, our variable rate borrowings approximated $521 million.  Fluctuations in interest rates can increase borrowing costs and have an adverse impact on results of operations.  In September 2001, we entered into interest rate swap agreements with three U.S. banks, which increased our exposure to variable rates.  Accordingly, increases in short-term interest rates will directly impact the amount of interest we pay.  For each one percent increase in variable interest rates, our annual interest expense on $844.1 million of total debt outstanding as of December 31, 2005 would increase by $5.2 million.

A downgrade in our credit rating could increase our borrowing costs and negatively affect our ability to access capital.

In addition to using cash provided by operations, we regularly issue commercial paper to meet our short-term liquidity needs.  Our credit ratings are important to our ability to issue commercial paper at favorable rates of interest.  In conjunction with our Dixie Toga acquisition in January 2005, while Standard & Poor’s confirmed the continuation of its ratings of “A” and “A-1” for our long-term senior unsecured debt and commercial paper, respectively, Moody’s Investors Service reduced our long-term senior unsecured rating to “Baa1” from “A2”, and our short-term rating to “Prime-2” from “Prime-1”.  A downgrade in our credit rating could increase the cost of borrowing by increasing the spread over prevailing market rates that we pay for our commercial paper or the fees associated with our bank credit facility.  In addition, our bank credit facility has covenants that include limits on the sale of businesses, minimum net worth calculations, and a maximum ratio of debt to total capitalization.  If for any reason our existing credit arrangements were no longer available to us, we would expect to meet our financial liquidity needs by accessing the bank market, which would further increase our borrowing costs.

Raw materials—Raw material cost increases or shortages could adversely affect our results of operations.

As a manufacturer, our sales and profitability are dependent upon the availability and cost of raw materials, which are subject to price fluctuations, and the ability to control or pass on fluctuating costs of raw materials.  Inflationary and other increases in the costs of raw materials have occurred in the past and are expected to recur, and our performance depends in part on our ability to reflect changes in costs in selling prices for our products.  For example, during 2003, a sizable increase in the cost to us for polyethylene resin followed quickly by a decrease in that cost delayed our ability to adjust our selling prices, which negatively impacted our 2003 operating margins.  More recently, operating profit during the first quarter of 2005 was negatively impacted as our selling prices did not keep pace with the rapidly increasing cost of polymer resins, adhesives, and coatings that occurred during the latter part of the fourth quarter of 2004 and the early part of the first quarter of 2005.  In the past, we have been generally successful in managing increased raw material costs and increasing selling prices when necessary.  Past performance may or may not be replicable in the future.

Patents and proprietary technology—Our success is dependent on our ability to develop and successfully introduce new products and to acquire and retain intellectual property rights.

Our ability to develop and successfully market new products and to develop, acquire, and retain necessary intellectual property rights is essential to our continued success, which ability cannot be assured.

Industry investigations—We are included in investigations of the labelstock industry by the U.S. Department of Justice and of the paper and forest products sector by the European Commission, and several lawsuits have been filed against us related to alleged unlawful competitive activities in the industry.

In April 2003, we were notified by the U.S. Department of Justice’s Antitrust Division that it expected to initiate a criminal investigation into competitive practices in the labelstock industry, and in August 2003, the U.S. Department of Justice issued a subpoena to us in connection with the investigation.  In May 2004, the European Commission, seeking evidence of unlawful anticompetitive activities, initiated inspections and obtained documents from our pressure sensitive materials facility in Belgium.  We are cooperating with these investigations.  We and one of our subsidiaries are named defendants in lawsuits in the United States seeking treble damages and other relief for alleged unlawful competitive practices, which were filed after the announcement of the U.S. Department of Justice investigation.  We are 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.

Acquisitions—We may not be able to successfully integrate the businesses that we acquire.

We have made numerous acquisitions in the past and are actively seeking new acquisitions that we believe will provide meaningful opportunities to grow our business and improve profitability.  Since the beginning of 2003, we have completed three acquisitions to enhance the breadth of our product offerings and expand the market and geographic participation of our business segments, which included our acquisition on January 5, 2005 of majority ownership of Dixie Toga S.A., one of the largest packaging companies in South America.  Acquired businesses may not achieve the levels of revenue, profit, productivity, or otherwise perform as we expect.  Acquisitions involve special risks, including, without limitation, the potential assumption of unanticipated liabilities and contingencies as well as difficulties in integrating acquired businesses.  While we believe that our acquisitions will improve our competitiveness and profitability, we can give no assurance that acquisitions will be successful or accretive to earnings.

Numerous other factors over which we may have limited or no control may affect our performance and profitability.

Other factors that may influence our earnings include:  legal and administrative cases and proceedings (whether civil, such as environmental and product related, or criminal), settlements, judgments, and investigations; developments or assertions by or against us relating to intellectual property rights and intellectual property licenses; adoption of new, or change in, accounting policies or practices and the application of such policies and practices; changes in business mix; customer and supplier business reorganizations or combinations; increase in cost of debt; ability to retain adequate levels of insurance coverage at acceptable rates; fluctuations in pension and employee benefit costs; loss of significant contract(s); risks and uncertainties relating to investment in development activities and new facilities; timely development and successful market acceptance of new products; pricing of competitive products; disruptions in transportation networks; increased participation in potentially less stable emerging markets; reliability of utility services; impact of computer viruses; general or specific economic conditions and the ability and willingness of purchasers to substitute other products for

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the products that we manufacture; financial condition and inventory strategies of customers and suppliers; credit risks; changes in customer order patterns; increased competition; changes in government regulations and the impact of changes in the world political environment, including the ability to estimate the impact of foreign currency exchange rates on financial results; the impact of epidemiological events on the economy and on our customers and suppliers; and acts of war, terrorism, weather, and other natural disasters.

ITEM 1B – UNRESOLVED STAFF COMMENTS

None.

ITEM 2 - PROPERTIES

Properties utilized by the Company at December 31, 2005, were as follows:

Flexible Packaging Segment

This segment has 53 manufacturing plants located in 14 states and ten non-USA countries, of which 46 are owned directly by the Company or its subsidiaries, six are leased from outside parties, and one is leased from the Company’s Mexican joint venture partner on a month-to-month basis.  Initial lease terms generally provide for minimum terms of five to 25 years and have one or more renewal options.  The initial term of leases in effect at December 31, 2005, expire between 2006 and 2014.  In addition a flexible packaging operating location leased adjacent vacant land in 1999 for an initial lease term of 42 years.

Pressure Sensitive Materials Segment

This segment has eight manufacturing plants located in four states and two non-USA countries, of which seven are owned directly by the Company or its subsidiaries and one is leased from an outside party.  The initial term, excluding renewal options, of the lease in effect as of December 31, 2005, expires in 2006.

Corporate and General

The Company considers its plants and other physical properties to be suitable, adequate, and of sufficient productive capacity to meet the requirements of its business.  The manufacturing plants operate at varying levels of utilization depending on the type of operation and market conditions.  The executive offices of the Company, which are leased, are located in Minneapolis, Minnesota.  During 2006, the Company’s executive offices will be relocated to Neenah, Wisconsin, to bring the executive team closer to the Company’s largest operations.

ITEM 3 - 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, Brazil.  The City imposes a tax on the rendering of printing services.  The City has assessed this 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 were 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) were estimated to be approximately $26.0 million at the date of acquisition.  In the event of an adverse resolution, these estimated amounts for all assessments could be increased for interest, monetary adjustments, and corrections.

The Company strongly disagrees with the City’s 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.

7

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.  Six 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 called for discovery to be taken on the issues relating to class certification and briefing on plaintiffs’ motion for class certification to be completed in December 2005.  At this time, a discovery cut-off and a trial date have not been set.  The Company has also been named in three lawsuits filed in the California Superior Court in San Francisco. These three lawsuits, which have been consolidated, 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.  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 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.  A formal request for information was received by the Company on October 28, 2005.  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 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth quarter of 2005.

PART II  -  ITEMS 5, 6, 7, 7A, 8, 9, 9A, and 9B

ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock is traded on the New York Stock Exchange under the symbol BMS.  On December 31, 2005, there were 4,359 registered holders of record of our common stock.  Dividends paid and the high and low common stock prices per share were as follows:

For the Quarterly Periods Ended:	March 31		June 30		September 30		December 31
2005
Dividend paid per common share	$	0.18	$	0.18	$	0.18	$	0.18
Common stock price per share
High	$	32.50	$	31.99	$	28.34	$	28.20
Low	$	27.98	$	25.99	$	24.01	$	23.20
2004
Dividend paid per common share	$	0.16	$	0.16	$	0.16	$	0.16
Common stock price per share
High	$	26.42	$	28.65	$	28.45	$	29.49
Low	$	23.24	$	25.22	$	24.83	$	24.74
2003
Dividend paid per common share	$	0.14	$	0.14	$	0.14	$	0.14
Common stock price per share
High	$	25.58	$	24.15	$	24.33	$	25.03
Low	$	19.66	$	20.86	$	21.39	$	21.77

8

On August 4, 2005, the Company announced the adoption of a plan under Rule 10b5-1 of the Securities Exchange Act of 1934 to facilitate the repurchase of up to 600,000 shares of its common stock in order to offset the dilutive effect of the Company’s stock used in annual incentive plans.  This plan was completed with the purchase of 600,000 shares of common stock during the five-day period beginning August 8, 2005.  Excluding this five-day period, the Company also purchased, in open market transactions, an additional 1,269,700 shares and 10 shares of its common stock during the third quarter and fourth quarter of 2005, respectively.  As of December 31, 2005, under authority granted by the Board of Directors in 2000, the Company may repurchase an additional 2,824,886 shares of its common stock.

	(a)	(b)	(c)	(d)
	Total Number	Average	Total Number of Shares Purchased	Maximum Number of Shares
	of Shares	Price Paid	as Part of Publicly Announced	That May Yet Be Purchased
Period	Purchased	per Share	Plans or Programs	Under the Plans or Programs
October 2005	10	26.30		2,824,886

ITEM 6 - SELECTED FINANCIAL DATA

FIVE-YEAR CONSOLIDATED REVIEW

(dollars in millions, except per share amounts)

Years Ended December 31,	2005			2004			2003			2002			2001
Operating Data
Net sales	$	3,474.0		$	2,834.4		$	2,635.0		$	2,369.0		$	2,293.1
Cost of products sold and other expenses	2,798.3			2,525.2			2,383.2			2,086.5			2,035.4
Interest expense	38.7			15.5			12.6			15.5			30.3
Income before income taxes	276.4			293.7			239.2			267.0			227.4
Provision for income taxes	113.9			113.7			92.1			101.5			87.1
Net income	162.5			180.0			147.1			165.5			140.3
Net income as a percent of net sales	4.7		%	6.3		%	5.6		%	7.0		%	6.1		%
Common Share Data
Basic earnings per share	$	1.53		$	1.68		$	1.39		$	1.56		$	1.33
Diluted earnings per share	1.51			1.67			1.37			1.54			1.32
Dividends per share	0.72			0.64			0.56			0.52			0.50
Book value per share	12.81			12.23			10.72			9.06			8.38
Stock price/earnings ratio range	16-21		x	14-18		x	15-19		x	13-19		x	11-20		x
Weighted-average shares outstanding for computation of diluted earnings per share	107,818,708			107,941,738			107,733,383			107,492,974			106,243,596
Common shares outstanding at December 31,	105,305,975			106,947,128			106,242,046			105,887,476			105,739,858
Capital Structure and Other Data
Current ratio	2.1		x	2.3		x	2.4		x	2.2		x	2.5		x
Working capital	$	513.5		$	498.6		$	436.3		$	395.8		$	348.7
Total assets	2,964.6			2,486.7			2,292.9			2,256.7			1,923.0
Short-term debt	54.0			5.7			6.5			5.2			5.7
Long-term debt	790.1			533.9			583.4			718.3			595.2
Stockholders’ equity	1,349.4			1,307.9			1,138.7			959.0			886.1
Return on average stockholders’ equity	12.2		%	14.7		%	14.0		%	17.9		%	16.7		%
Return on average total capital	8.5		%	9.7		%	8.4		%	10.3		%	10.0		%
Depreciation and amortization	$	150.8		$	130.8		$	128.2		$	119.2		$	124.1
Capital expenditures	187.0			134.5			106.5			91.0			117.5
Number of common stockholders	4,359			4,465			4,484			4,542			4,747
Number of employees	15,903			11,907			11,505			11,837			11,012

ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis

Three years ended December 31, 2005

Management’s Discussion and Analysis should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item 8 of this Annual Report on Form 10-K.

9

Three-year review of results

(dollars in millions)	2005				2004				2003
Net sales	$	3,474.0	100.0	%	$	2,834.4	100.0	%	$	2,635.0	100.0	%
Cost of products sold	2,798.3		80.6		2,238.7		79.0		2,101.5		79.8
Gross margin	675.7		19.4		595.7		21.0		533.5		20.2
Selling, general, and administrative expenses	330.9		9.5		285.0		10.1		256.7		9.7
All other expenses	68.4		1.9		17.0		0.6		37.6		1.4
Income before income taxes	276.4		8.0		293.7		10.3		239.2		9.1
Provision for income taxes	113.9		3.3		113.7		4.0		92.1		3.5
Net income	$	162.5	4.7	%	$	180.0	6.3	%	147.1		5.6	%
Effective income tax rate			41.2	%			38.7	%			38.5	%

Presentation of Non-GAAP Information

Some of the information presented below reflects adjustments to “As reported” results to exclude certain amounts related to the Company’s restructuring initiative and certain non-recurring gains and costs.  This adjusted information should not be construed as an alternative to the reported results determined in accordance with accounting principles generally accepted in the United States of America (GAAP).  It is provided solely to assist in an investor’s understanding of the impact of the Company’s restructuring initiative and certain non-recurring gains and costs on the comparability of the Company’s operations.  A reconciliation of the GAAP amounts to the Non-GAAP amounts follows:

	Twelve Months Ended December 31,
(dollars in millions except per share amounts)	2005			2004			2003
Reconciliation by Segment of GAAP to Non-GAAP Operating Profit and Operating Profit as a Percentage of Net Sales
Flexible Packaging
Net Sales	$	2,855.8		$	2,249.6		$	2,101.0
Operating Profit as reported	332.7			308.3			263.7
Non-GAAP adjustments:
Restructuring and related charges (income)	0.6			(0.7		)	13.9
(Gain) on sale of certain manufacturing assets				(5.6		)
Operating Profit as adjusted	$	333.3		$	302.0		$	277.6
Operating Profit as a percentage of Net Sales
As reported	11.7		%	13.7		%	12.6		%
As adjusted	11.7		%	13.4		%	13.2		%
Pressure Sensitive Materials
Net Sales as reported	$	618.1		$	584.8		$	534.1
Year-end change; thirteenth month (1)	(17.2		)
Net sales as adjusted	$	600.9		$	584.8		$	534.1
Operating Profit as reported	$	41.3		$	33.9		$	16.3
Non-GAAP adjustments:
Restructuring and related charges (income)	(1.5		)	3.1			2.7
Year-end change; thirteenth month (1)	(0.5		)
Operating Profit as adjusted	$	39.3		$	37.0		$	19.0
Operating Profit as a percentage of Net Sales
As reported	6.7		%	5.8		%	3.1		%
As adjusted	6.5		%	6.3		%	3.6		%
Reconciliation of GAAP to Non-GAAP Earnings per Share
Diluted earnings per share as reported	$	1.507		$	1.667		$	1.366
Non-GAAP adjustments per share:
Restructuring and related charges (income)	(0.005		)	0.014			0.095
(Gain) on sale of certain manufacturing assets				(0.032		)
Year-end change; thirteenth month (1)	(0.003		)
Additional income tax on repatriated earnings	0.056
Diluted earnings per share as adjusted	$	1.555		$	1.649		$	1.461

(1)During 2005, several of the Company’s European subsidiaries conformed their fiscal year end from November 30 to December 31 thereby including thirteen months of operation for these subsidiaries.

10

Overview

Bemis Company, Inc. is a leading global manufacturer of flexible packaging and pressure sensitive materials supplying a variety of markets.  Generally about 60 percent of our total company net sales are to customers in the food industry.  Sales of our flexible packaging products are widely diversified among food categories and can be found in nearly every aisle of the grocery store.  Other markets into which we sell our flexible packaging products include medical devices, personal care, and lawn and garden.  Our emphasis on supplying packaging to the food industry provides a more stable market environment for our flexible packaging business segment, which accounts for about 82 percent of our net sales. The remaining 18 percent of our net sales is from the pressure sensitive materials business segment which, while diversified in end use products, is less focused on food industry applications and more exposed to economically sensitive end markets.  In recent years we have actively expanded our global reach with acquisitions and capital additions, growing net sales in non-U.S. markets from 23 percent in 2003 to 34 percent in 2005.

Market Conditions

During 2004 and 2005, higher petrochemical feedstock costs significantly increased the price of polymer resins and adhesives, the primary raw materials for our business segments.  Our business model has been developed to accommodate such cost increases by periodically adjusting selling prices to reflect increased costs.  As raw material prices increase, the time lag between cost increases and selling price increases results in reduced operating margins.  During the first half of 2005, this negative impact on operating profit was magnified by production volume fluctuations due to a shift in customer order patterns and a highly competitive environment.  During the second half of 2005, the plastics industry was challenged to find alternative sources of raw materials as the petrochemical industry suffered facility damage, production disruptions and transportation shortages due to the impact of the 2005 Gulf Coast hurricanes.  Bemis successfully managed raw material supplies in this challenging environment and remained a reliable supplier to our customers.

Restructuring and Related Charges

During the third quarter of 2003, we initiated a restructuring program in which three flexible packaging plants were closed.  This program eliminated less efficient capacity and consolidated production of monolayer blown film into fewer, more efficient facilities.  While most of the restructuring activities were completed as of December 31, 2003 resulting in a net charge of $13.9 million for 2003, gains and losses related to the sale of these closed facilities resulted in a net gain of $0.7 million during 2004 and a loss of $0.6 million during 2005.

During the fourth quarter of 2003, we initiated a restructuring program for our pressure sensitive materials business segment to reduce capacity and fixed costs associated with our label materials product line.  The majority of the restructuring activities were completed by the second quarter of 2004.  Restructuring charges totaled $2.7 million in the fourth quarter of 2003, $3.1 million in 2004 and a net gain of $1.5 million in 2005.

On January 25, 2006, we announced a $40 million facility consolidation project intended to reduce fixed costs and shift production to lower cost facilities.  Of this total charge, approximately $25 million is expected to be expensed during the first half of 2006.  These restructuring costs include the estimated cost of plant shutdowns, corporate headquarters relocation, employee severance, equipment relocation and other exit activities.  We estimate the savings resulting from the restructuring events to be approximately $17 million annually, a portion of which will be realized in the second half of 2006.

Acquisitions

Our acquisitions strategy is growth oriented, focused on the identification of businesses that offer unique packaging technologies, access to new markets or product lines, or critical mass.  Since the beginning of 2003, we have completed three acquisitions to enhance the breadth of our product offerings and expand the market and geographic participation of our business segments.  These three acquisitions have added approximately $500 million of net sales, all of which is from non-U.S. manufacturing plants.  These plants are focused on serving the needs of the geographic regions in which they reside.

On January 5, 2005, we acquired majority ownership of Dixie Toga S.A., one of the largest packaging companies in South America with 2004 annual revenues totaling about $325 million.  The acquisition included the outstanding voting common stock of Dixie Toga in addition to 43 percent of the outstanding nonvoting preferred stock.  The initial cash purchase price was approximately $250 million.  This acquisition significantly increases our exposure to the growing South American packaging market and provides a strong platform from which to introduce our propriety film products to a new region.  Since 1998, Bemis and Dixie Toga have operated a joint venture in Brazil, known as Itap Bemis Ltda., and have established a successful working relationship.

Results of Operations

Consolidated Overview

(dollars in millions, except per share amounts)	2005		2004		2003
Net sales	$	3,474.0	$	2,834.4	$	2,635.0
Operating profit	374.0		342.2		280.1
Net income	162.5		180.0		147.1
Diluted earnings per share	1.51		1.67		1.37

2005 versus 2004

For the year ended December 31, 2005, net sales increased 22.6 percent.  Acquisitions accounted for 16.5 percent of the increase in sales while currency translation was insignificant to net sales growth in 2005.  The remaining 6.1 percent increase in net sales reflects the impact of increased prices and a shift in product mix in all market categories.  Price increases during 2005 were driven by increased raw material costs.  Unit volume was flat compared to 2004.

11

Operating profit increased 9.3 percent in 2005 reflecting the profits contributed by the Dixie Toga acquisition.  Operating profit in 2004 includes a $5.6 million gain on the sale of an in-house rotogravure graphics plant.  In addition, restructuring and related activities included in operating profit accounted for a $0.9 million gain in 2005 and a $2.4 million expense in 2004.  Excluding the impact of the gain on the sale of the plant and any restructuring and related activities, operating profit would have been $372.6 million in 2005 compared to $339.0 million in 2004.  Operating profit in 2005 was negatively impacted by higher raw material costs and a related shift in customer order patterns in the first half of the year.

Diluted earnings per share were $1.51 for 2005, which included a $0.056 per share of tax charges related to the repatriation of international subsidiary earnings under the American Jobs Creation Act of 2004.  For 2004, diluted earnings per share totaled $1.67, which included restructuring and related charges of about $0.014 per share and a gain of $0.032 per share on the sale of certain plant assets.

2004 versus 2003

Net sales in 2004 increased 7.6 percent from net sales of $2.64 billion in 2003.  Acquisitions accounted for 1.1 percent of the net sales growth, while currency translation accounted for about 2.3 percent.  The remaining 4.2 percent sales growth primarily reflects the solid increase in flexible packaging sales volumes during 2004.

Operating profit increased 22.2 percent in 2004.  Operating profit in 2004 includes a $5.6 million gain on the sale of an in-house rotogravure graphics plant.  In addition, restructuring and related activities included in operating profit accounted for a $2.4 million expense in 2004 and a $16.7 million expense in 2003.  Excluding the impact of the gain on the sale of the plant and any restructuring and related activities, operating profit would have been $339.0 million in 2004 compared to $296.7 million in 2003.  Cost savings in 2004 resulting from the completed restructuring programs were partially offset by increased pension expense.  Sales mix improvements resulted in increased operating profit during 2004.  During 2003, competitive pricing pressures for flexible packaging products sold into industrial markets and for pressure sensitive label materials, in addition to increases in certain resin costs, contributed to lower margins.

For 2004, diluted earnings per share totaled $1.67, including restructuring and related charges of about $0.014 per share and a gain of $0.032 per share on the sale of certain plant assets.  Diluted earnings per share for 2003 totaled $1.37, including $0.095 of restructuring and related charges.

Flexible Packaging Business Segment

Our flexible packaging business segment provides packaging to a variety of end markets, including meat and cheese, confectionery and snack, frozen foods, lawn and garden, health and hygiene, beverages, medical devices, bakery and dry foods.  These markets are generally less affected by economic cycles and grow through product innovation and geographical expansion.

The most significant raw materials used in this business segment are polymer resins, which we use to develop and manufacture single layer and multilayer film products.  During periods of unusual raw material cost volatility, selling price changes may lag behind changes in our raw material costs.  Resin costs increased dramatically in 2004 and 2005.  These raw material costs were reflected in increased selling prices throughout each year, however the magnitude and frequency of the cost increases negatively impacted operating profit.

In July 2003, we announced a restructuring effort to reduce fixed costs, take out monolayer film capacity and direct production volume to more efficient facilities.  We closed three flexible packaging manufacturing facilities in the third quarter of 2003, recording restructuring and related charges of $13.9 million during 2003.  The net restructuring gain of $0.7 million in 2004 and the net restructuring charge of $0.6 million in 2005, both classified as other costs (income), net, relate primarily to the sale of closed facilities.

(dollars in millions)	2005			2004			2003
Net sales	$	2,855.8		$	2,249.6		$	2,100.9
Operating profit	332.7			308.3			263.8
Operating profit as a percentage of net sales	11.7		%	13.7		%	12.6		%

2005 versus 2004

Our flexible packaging business segment recorded a 27.0 percent increase in net sales in 2005.  Acquisitions increased 2005 sales by 20.8 percent.  The remaining 6.2 percent increase is attributable to price and mix across all market categories.  Unit sales volume was even with 2004 as increases in demand for packaging in markets such as meat and cheese, health and hygiene, cereal and other dry foods, coffee, unitizing films for cans and bottles, and medical devices were offset by lower unit sales for markets such as confectionery and snack, frozen foods, bakery and pet products.

Operating profit as a percentage of net sales decreased in 2005.  During the fourth quarter of 2004, we recorded a gain of $5.6 million from the sale of a manufacturing facility in Florence, Kentucky that supported internal rotogravure graphics capabilities.  Excluding the impact of the gain on the sale of that facility as well as restructuring and related activities, operating profit as a percentage of net sales would have been 11.7 percent in 2005 and 13.4 percent in 2004.  Savings resulting from the restructuring program were significantly offset by increased pension costs and incentive compensation costs in 2004.

2004 versus 2003

Net sales increased 7.1 percent in 2004, primarily driven by increased unit sales volume.  Strong unit sales in markets for meat and cheese, confectionery and snack foods, frozen foods, personal care products, cereal products and unitizing film for cans and bottles were partially offset by lower unit sales to bakery, pet product and industrial markets.  Price increases and a shift in product mix

12

increased sales by about 1.1 percent in 2004, as customers balanced price increases with changes in product mix.  Acquisitions accounted for an increase of 0.8 percent and currency translation accounted for 1.8 percent of the improvement from 2003.

During the fourth quarter of 2004, we recorded a gain of $5.6 million from the sale of a manufacturing facility in Florence, Kentucky that supported internal rotogravure graphics capabilities.  Excluding the impact of the gain on the sale of that facility as well as restructuring and related activities, operating profit as a percentage of net sales would have been 13.4 percent in 2004 compared to 13.2 percent in 2003.  Savings resulting from the restructuring program were significantly offset by increased pension costs and incentive compensation costs in 2004.

Pressure Sensitive Materials Business Segment

The pressure sensitive materials business segment offers adhesive products to three markets:  prime and variable information labels, which include roll label stock used in a wide variety of label markets; graphic design, used to create signage and decorations; and technical components, which represent pressure sensitive components for industries such as the electronics, automotive, battery, construction and medical industries.

Paper and adhesive are the primary raw materials used in our pressure sensitive materials business segment.  For the last several years, general economic conditions have had a greater influence on selling prices and operating performance than raw material costs.  During 2004, the increased cost of petrochemical products caused an associated increase in the cost of adhesive materials in addition to a concern about availability of adhesive from suppliers.  In response to these cost increases, we increased selling prices and secured alternative supplies of raw materials in case of shortages.  We focused on margin expansion by introducing new product innovations and quality initiatives during the year.  In addition, recent restructuring activities resulted in better capacity utilization in label products.

In October of 2003, we announced the restructuring of our label products capacity.  We closed two facilities to reduce fixed costs and improve capacity utilization in our label products line.  Restructuring and related charges of $2.7 million were recorded in 2003, of which $2.3 million represented severance and other similar charges and was recorded as other costs (income), net.  The remaining $0.4 million related to accelerated depreciation of assets and related charges and was recorded as an element of costs of products sold.  During 2004, restructuring and related charges totaling $3.1 million primarily reflected the cost of closing a label products plant in Nevada.  Of this total, $1.8 million represented equipment relocation and was recorded as other costs (income), net, with the remaining costs associated with accelerated depreciation charged to costs of products sold.  During 2005, a net gain of $1.5 million was recorded for the sale of previously closed facilities and property.

During 2005, we changed the year-end for several of our pressure sensitive materials European subsidiaries from November 30 to December 31.  This resulted in a 13-month reporting period in 2005 for this subsidiary, increasing net sales by $17.2 million, but the impact on operating profit was minimal.

(dollars in millions)	2005			2004			2003
Net sales	$	618.2		$	584.8		$	534.2
Operating profit	41.3			33.9			16.3
Operating profit as a percentage of net sales	6.7		%	5.8		%	3.1		%

2005 versus 2004

Our pressure sensitive materials business segment reported a net sales increase of 5.7 percent in 2005.  Excluding the impact of the thirteenth month of net sales from the European subsidiary, net sales would have increased 2.7 percent.  This increase was driven by unit sales volume growth in label products during the year, partially offset by unit sales volume decreases in the other pressure sensitive product categories.  Price increases were offset by a negative sales mix change in 2005, and currency had no impact on net sales for the year.

Operating profit increased in 2005.  Excluding the impact of restructuring and related activities, operating profit would have been $39.3 million, or 6.4 percent of net sales in 2005 compared to $37.0 million, or 6.3 percent of net sales in 2004.  Currency translation did not impact operating profit in 2005.  Improved profit levels in 2005 reflect improved sales mix and focused cost control measures.

2004 versus 2003

A November 2003 acquisition of a European graphic products business increased net sales in 2004 by 2.6 percent and currency translation provided a 4.2 percent increase.  About 44 percent of the sales from this business segment are from our manufacturing operations in Belgium, which benefited from the strengthening of the European currencies during 2004.  Stronger unit sales of technical products more than offset slightly lower unit sales of label and graphic products compared to 2003.  Price and mix provided a combined improvement to net sales during the year of about 1.0 percent.  Operating profit more than doubled in 2004 compared to 2003.  Excluding the impact of restructuring and related activities, operating profit would have been $37.0 million or 6.3 percent of net sales in 2004 compared to $19.0 million or 3.6 percent of net sales in 2003.  Currency translation contributed $2.2 million to operating profit in 2004.  Improved profit levels in 2004 reflect improved sales mix, focused cost control measures, and the savings associated with restructuring activities, partially offset by increased pension expense.

Consolidated Gross Margin

(dollars in millions)	2005			2004			2003
Gross margin	$	675.6		$	595.7		$	533.5
Gross margin as a percentage of net sales	19.4		%	21.0		%	20.2		%

13

Restructuring and related charges reduced gross margins by $1.1 million in 2004 and $7.6 million in 2003.  The time lag between the implementation of selling price increases and dramatic increases in raw material costs reduced gross margins as a percentage of net sales in each of the years presented.  This reduction in gross margin as a percentage of net sales was partially offset by ongoing improvements in production efficiency, sales mix and cost management during the same timeframe.

Consolidated Selling, General and Administrative Expenses

(dollars in millions)	2005			2004			2003
Selling, general and administrative expenses (SG&A)	$	330.9		$	285.0		$	256.7
SG&A expense as a percentage of net sales	9.5		%	10.1		%	9.7		%

In 2005, the lower ratio of expenses to net sales reflects lower costs associated with the South American operations and the impact of higher selling prices on consolidated net sales.  An increased ratio of expenses as a percent of net sales for 2004 reflects the larger sales organization associated with our global sales efforts and an increase from 2003 in broad-based incentive compensation and pension expense.

Other Expenses

(dollars in millions)	2005			2004			2003
Research and development expenses (R&D)	$	23.5		$	21.1		$	21.5
R&D expense as a percentage of net sales	0.7		%	0.7		%	0.8		%
Interest expense	38.7			15.5			12.6
Other costs (income), net	0.1			(20.1		)	2.7
Minority interest	5.9			0.5			0.9
Income taxes	113.9			113.7			92.1
Effective tax rate	41.2		%	38.7		%	38.5		%

Research and Development Expenses

Our efforts to introduce new products continue at a steady pace and are an integral part of our daily plant operations.  Our research and development engineers work directly on commercial production equipment, bringing new products to market without the use of pilot equipment.  We believe this approach significantly improves the efficiency, effectiveness, and relevance of our research and development activities and results in earlier commercialization of new products.  Expenditures that are not distinctly identifiable as research and development costs are included in costs of products sold.

Interest Expense

The increase in interest expense in 2005 reflects higher debt levels as a result of the January 2005 acquisition of Dixie Toga and higher interest rates in 2005 compared to 2004 and 2003.  Prior to 2005, substantially all of our outstanding debt was subject to variable interest rates which averaged 1.4 percent in 2004 and 1.3 percent in 2003.  In 2005, we issued $300 million of fixed rate public bonds at a 4.875 percent interest rate.  This effectively reduced our percentage of variable rate debt to about 62 percent of total debt in 2005 as variable rates climbed to an average of 3.3 percent during 2005.

Other Costs (Income), Net

In 2005, net other expenses primarily reflect interest income offset by currency exchange losses.  Net other income in 2004 includes a $5.6 million gain on the sale of a rotogravure facility during the fourth quarter partially offset by restructuring and related charges of $1.2 million.  Equity income from our Brazilian joint venture was $11.7 million in 2004, reflecting improved profitability in addition to an increase in our equity ownership from 33 percent to 45 percent in January 2004.  The remainder of other income in 2004 is primarily interest income.  During 2003, net other costs included $8.9 million of restructuring and related charges associated with employee severance and the closure of manufacturing facilities.  The Brazilian joint venture accounted for $3.2 million of equity income during 2003.  Since the January 2005 acquisition of Dixie Toga, the Brazilian joint venture is accounted for on a consolidated basis and the related operating results are included with the flexible packaging segment.

Minority Interest

In connection with the January 5, 2005 acquisition, we acquired approximately 80 percent of the total outstanding shares of Dixie Toga.  As of December 31, 2005, our ownership had increased to approximately 86 percent of the total outstanding shares.  The increase in minority interest in 2005 is primarily due to the shares of Dixie Toga that were not acquired.

Income Taxes

During 2005, an additional $6.0 million of tax expense was recorded as a result of the repatriation of non-U.S. subsidiary earnings under the American Jobs Creation Act of 2004.  Excluding the effect of this additional tax, the effective tax rate for 2005 was 39.0 percent.  Our effective tax rate was 38.7 percent in 2004 and 38.5 percent in 2003.  The difference between our overall tax rate and the U. S. statutory tax rate of 35 percent in each of those three years principally relates to state and local income taxes net of federal income tax benefits.

Liquidity and Capital Resources

Credit Rating

Our capital structure and financial practices have earned the Company long-term credit ratings of “A” from Standard & Poor’s and “Baa1” from Moody’s Investors Service, and a credit rating of “A-1” and “Prime-2” for our commercial paper program from Standard & Poor’s and Moody’s Investors Service, respectively.  Our strong financial positions and credit ratings are important to our ability to issue commercial paper at favorable rates of interest.

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Sources of Liquidity

Cash provided by operations was $280.4 million for the year ended December 31, 2005, compared to $271.5 million in 2004 and $311.1 million in 2003.  Cash provided by operations in each of the years ended December 31, 2005, 2004 and 2003 was reduced by voluntary pension contributions to our U.S. pension plans of $35 million, $50 million and $40 million, respectively.  While no contributions are required for 2006, we continue to monitor the funded status of our U.S. pension plans and will evaluate the benefits of future voluntary contributions subject to available liquidity.  Increasing raw material costs during the three-year period resulted in increased levels of working capital, which had a negative impact on cash provided by operations during 2004 and 2005.

In addition to using cash provided by operations, we issue commercial paper to meet our liquidity needs.  At year-end 2005, our commercial paper debt outstanding was $112.0 million.  Based upon our current credit rating, we have ready access to the commercial paper markets.  While not anticipated, if these markets were to become illiquid or if a credit rating downgrade limited our ability to issue commercial paper, we would draw upon our existing back-up credit facility.  In September 2004, we renegotiated our back-up credit facility to extend the term to September 2009.  This credit facility provides $500 million of available financing supported by a group of major U.S. and international banks.  Covenants imposed by this bank credit facility include limits on the sale of businesses, minimum net worth calculations, and a maximum ratio of debt to total capitalization.  In addition to funds available under this credit facility, we also have the capability of issuing up to approximately $100 million of Extendable Commercial Notes (ECNs), which are short-term instruments whose maturity can be extended to 390 days from the date of issuance.  If these credit facilities and ECNs were no longer available to us, we would expect to meet our financial liquidity needs by accessing the bank market, which would increase our borrowing costs.

Commercial paper outstanding at December 31, 2005, has been classified as long-term debt in accordance with our intention and ability to refinance such obligations on a long-term basis.  The related back-up credit agreement expires in 2009.  The $500 million credit facility includes a $100 million multicurrency limit to support the financing needs of our international subsidiaries.  As of December 31, 2005, outstanding multicurrency borrowings under the credit facility totaled $82.4 million which were used to fund the repatriation of international subsidiary earnings to the U.S. based parent company.  Borrowings from the credit agreement mature in September 2009 and charge a variable interest rate.  As of December 31, 2005, available capacity on the credit agreement which matures in September 2009 was $297.7 million.

Uses of Liquidity

Capital Expenditures

Capital expenditures were $187.0 million during 2005, compared to $134.5 million in 2004 and $106.5 million in 2003.  During 2005, we invested in additional capacity for our South American operations to meet strong demand for our shrink bag products and we invested in new capacity in our high growth North American production plants.  Capital expenditures for 2006 are estimated to be in the $175 million to $185 million range.  After 2006, capital expenditures are expected to return to levels approximately equivalent to total annual depreciation and amortization expenses.

Dividends

We increased our quarterly cash dividend by 12.5 percent during the first quarter of 2005 to 18 cents per share from 16 cents per share.  This follows increases of 14.3 percent in 2004 and 7.7 percent in 2003.  In February 2006, the Board of Directors approved the 23^rd consecutive annual increase in the quarterly cash dividend on common stock to 19 cents per share, a 5.6 percent increase.

Share Repurchases

During 2005, we purchased 1.9 million shares of common stock in the open market. We also established a program to purchase shares annually to offset the dilutive effect of stock award programs.  We did not make any share repurchases during 2004 or 2003.  As of December 31, 2005, we are authorized to purchase up to 2.8 million shares of common stock for the treasury.

Contractual Obligations

The following table provides a summary of contractual obligations including our debt payment obligations, capital lease obligations, operating lease obligations and certain other purchase obligations as of December 31, 2005.

Contractual Payments Due by Period

(in millions)	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
Debt payments (1)	$	838.6	$	53.9	$	263.1	$	200.5	$	321.1
Interest expense (2)	178.4		42.0		73.1		39.0		24.3
Capital leases (3)	0.5		0.2		0.2		0.1		0.0
Operating leases (4)	21.2		5.6		6.6		4.5		4.5
Purchase Obligations (5)	125.4		125.0		0.4		0.0		0.0

(1)These amounts are included in our Consolidated Balance Sheets.  A portion of this debt is commercial paper backed by a bank credit facility that expires on September 2, 2009.

(2)A portion of the interest expense disclosed is subject to variable interest rates.  The amounts disclosed above assume that variable interest rates are equal to rates at December 31, 2005.

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(3)Amount noted includes estimated interest costs.  The present value of these obligations, excluding interest, is included on our Consolidated Balance Sheets.  See Note 10 of the Notes to the Consolidated Financial Statements for additional information about our capital lease obligations.

(4)We enter into operating leases in the normal course of business.  Substantially all lease agreements have fixed payment terms based on the passage of time.  Some lease agreements provide us with the option to renew the lease.  Our future operating lease obligations would change if we exercised these renewal options and if we entered into additional operating lease agreements.

(5)Purchase obligations represent contracts or commitments for the purchase of raw materials, utilities, capital equipment and various other goods and services.

Interest Rate Swaps

Our long-term unsecured notes include $250 million due in August 2008.  In September 2001, we entered into interest rate swap agreements with three U.S. banks, which increased our exposure to variable rates.  We generally prefer variable rate debt since it has been our experience that borrowing at variable rates is less expensive than borrowing at fixed rates over the long term.  These interest rate swap agreements, which expire in 2008, reduced the interest cost of the $250 million of long-term debt from 6.5 percent to about 5.5 percent in 2005.  Since these variable rates are based upon six-month London Interbank Offered Rates (LIBOR), calculated in arrears, at the semiannual interest payment dates of the corresponding notes, increases in short-term interest rates will directly impact the amount of interest we pay.

Accounting principles generally accepted in the United States of America require that the fair value of these swaps, which have been designated as hedges of our fixed rate unsecured notes outstanding, be recorded as an asset or liability of the Company.  The fair value of these swaps was recorded as an asset of $5.0 million at December 31, 2005, and an asset of $14.9 million at December 31, 2004.  For each period, an offsetting increase is recorded in the fair value of the related long-term notes outstanding.  These fair value adjustments do not impact the actual balance of outstanding principal on the notes, nor do they impact the income statement or related cash flows.  Credit loss from counterparty nonperformance is not anticipated.

Market Risks and Foreign Currency Exposures

We enter into contractual arrangements (derivatives) in the ordinary course of business to manage foreign currency exposure and interest rate risks.  We do not enter into derivative transactions for trading purposes.  Our use of derivative instruments is subject to internal policies that provide guidelines for control, counterparty risk, and ongoing reporting.  These derivative instruments are designed to reduce the income statement volatility associated with movement in foreign exchange rates, establish rates for future issuance of public bonds, and to achieve greater exposure to variable interest rates.

Interest expense calculated on our outstanding debt is substantially subject to short-term interest rates.  As such, increases in short-term interest rates will directly impact the amount of interest we pay.  For each one percent increase in variable interest rates, the annual interest expense on $844.1 million of total debt outstanding would increase by $5.2 million.

Our international operations enter into forward foreign currency exchange contracts to manage foreign currency exchange rate exposures associated with certain foreign currency denominated receivables and payables.  At December 31, 2005 and 2004, we had outstanding forward exchange contracts with notional amounts aggregating $4.4 million and $3.5 million, respectively.  Forward exchange contracts generally have maturities of less than nine months.  Counterparties to the forward exchange contracts are major financial institutions.  Credit loss from counterparty nonperformance is not anticipated.  We have not designated these derivative instruments as hedging instruments.  The net settlement amount (fair value) related to the active forward foreign currency exchange contacts is insignificant and recorded on the balance sheet within current liabilities and as an element of other costs (income), net, which offsets the related transactions gains and losses on the related foreign denominated asset or liability.

The operating results of our international operations are recorded in local currency and translated into U.S. dollars for consolidation purposes.  The impact of foreign currency translation on 2005 net sales was an increase of $5.4 million from net sales levels in 2004.  Operating profit improved by approximately $0.6 million as a result of the positive effect of foreign currency translation during 2005.

Long-term Compensation

Our practice of awarding long-term compensation has relied primarily on restricted stock programs that are valued at the time of the award and expensed over the vesting period.  The 1994 and 2001 Stock Incentive Plans for certain key employees provide for the issuance of up to 4,000,000 and 5,000,000 grants, respectively.  Total compensation expense related to these plans was $16,464,000 in 2005, $13,776,000 in 2004, and $10,666,000 in 2003.  In addition, we have granted stock options in the past.  Beginning in 2004, we discontinued the awarding of stock options.  Stock options granted prior to 2004 were granted with exercise prices equal to the fair market value of the stock on the date of grant and exercisable, upon vesting, over varying periods up to ten years from the date of grant.  Pursuant to Statement of Financial Accounting Standards (FAS) No. 123, Accounting for Stock-Based Compensation, we disclose the impact on net income and earnings per share of stock options outstanding, as if compensation expense were measured using a fair value method, in the footnotes accompanying our financial statements.  Beginning January 1, 2006, accounting rules require us to follow a fair value based method of recognizing expense for stock options.  If we had followed this fair value method during 2005, the impact on diluted earnings per share would have been insignificant for the year ended 2005, one cent for the year ended 2004, and two cents for the year ended 2003.  We expect the impact to diluted earnings per share for 2006 to be insignificant.

Critical Accounting Estimates and Judgments

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation

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of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period.  On an ongoing basis, management evaluates its estimates and judgments, including those related to retirement benefits, intangible assets, goodwill, and expected future performance of operations.  Our estimates and judgments are based upon historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following are critical accounting estimates used in the preparation of our consolidated financial statements.

•The calculation of annual pension costs and related assets and liabilities; and

•The valuation and useful lives of intangible assets and goodwill.

Accounting for annual pension costs

We account for our defined benefit pension plans in accordance with FAS No. 87, Employers’ Accounting for Pensions, which requires that amounts recognized in financial statements be determined on an actuarial basis.  A substantial portion of our pension amounts relate to our defined benefit plans in the United States.  As permitted by FAS No. 87, we use a calculated value of plan assets (which is further described below).  FAS No. 87 requires that the effects of the performance of the pension plan’s assets and changes in pension liability discount rates on our computation of pension income or expense be amortized over future periods.

Pension expense recorded in 2005 was $30.3 million, compared to pension expense of $25.2 million in 2004 and $9.6 million in 2003.  Effective January 1, 2006, our largest U.S. defined benefit pension plan has been amended to substantially reduce future pension benefits affecting approximately two-thirds of the plan participants.  For those employees impacted, future pension benefits will be replaced with a defined contribution plan which is subject to achievement of certain financial performance goals of the Company.  As a result, we expect 2006 pension expense to be to be lower than 2005.  Depending upon our financial performance in 2006, this reduction in pension expense is expected to be substantially offset by expenses under the new defined contribution plan.

One element used in determining annual pension income and expense in accordance with FAS No. 87 is the expected return on plan assets.  As of January 1, 2006, for our U.S. defined benefit pension plans, we have assumed that the expected long-term rate of return on plan assets will be 8.75 percent.  This is consistent with the rate assumed for 2005 and a decrease from the 9.0 percent level assumed for 2004.

To develop the expected long-term rate of return on assets assumption, we considered compound historical returns and future expectations based upon our target asset allocation.  Using historical long-term investment periods of 10, 15 and 20 years, our pension plan assets have earned rates of return of 9.0 percent, 10.0 percent and 10.0 percent, respectively, each in excess of our assumed rates.

In future years, we expect that returns will be lower than the historical returns discussed above due to a generally lower inflation and interest rate environment.  Considering this, we selected an 8.75 percent long-term rate of return on assets assumption as of January 1, 2006.  Using our target asset allocation of plan assets of 80 percent equity securities and 20 percent fixed income securities, our outside actuaries have used their independent economic model to calculate a range of expected long-term rates of return and have determined our assumptions to be reasonable.

This assumed long-term rate of return on assets is applied to a calculated value of plan assets, which recognizes changes in the fair value of plan assets in a systematic manner over approximately three years.  This process calculates the expected return on plan assets that is included in pension income or expense.  The difference between this expected return and the actual return on plan assets is generally deferred and recognized over subsequent periods.  The net deferral of asset gains and losses affects the calculated value of pension plan assets and, ultimately, future pension income and expense.

At the end of each year, we determine the discount rate to be used to calculate the present value of pension plan liabilities.  This discount rate is an estimate of the current interest rate at which the pension liabilities could be effectively settled at the end of the year.  In estimating this rate, we look to changes in rates of return on high quality, fixed income investments that receive one of the two highest ratings given by a recognized ratings agency.  At December 31, 2005, for our U.S. defined benefit pension plans we determined this rate to be 5.50 percent, a decrease of one quarter of one percent from the 5.75 percent rate used at December 31, 2004.

Pension assumptions sensitivity analysis

The following charts depict the sensitivity of estimated 2006 pension expense to incremental changes in the discount rate and the expected long-term rate of return on assets.

(dollars in millions)	Total increase (decrease) to pension expense from current assumptions
Discount rate
4.75 percent	$	5.1
5.00 percent	3.4
5.25 percent	1.7
5.50 percent – Current Assumption	0.0
5.75 percent	(1.7		)
6.00 percent	(3.3		)
6.25 percent	(5.1		)
Rate of Return on Plan Assets
8.00 percent	$	3.3
8.25 percent	2.2
8.50 percent	1.1
8.75 percent – Current Assumption	0.0
9.00 percent	(1.1		)
9.25 percent	(2.2		)
9.50 percent	(3.3		)

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The following chart depicts the sensitivity of the minimum pension liability adjustment to equity to changes in the assumed discount rate.

(dollars in millions)	Total increase (decrease) in minimum pension liability, net of taxes, from current assumptions
Discount rate
4.75 percent	$	67.5
5.00 percent (1)	58.1
5.25 percent	3.2
5.50 percent – Current Assumption	0.0
5.75 percent	(3.1		)
6.00 percent	(6.0		)
6.25 percent	(8.9		)

(1)If the discount rate had been reduced to 5.00 percent at December 31, 2005, the accumulated benefit obligation for the largest of the defined benefit pension plans would exceed the related plan assets.  This would have required a minimum pension liability adjustment with a corresponding reduction to equity, net of tax, of about $58.1 million.  A further decrease in discount rate to 4.75 percent would only result in an additional equity adjustment of $9.4 million.

Intangible assets and goodwill

The purchase price of each new acquisition is allocated to tangible assets, identifiable intangible assets, liabilities assumed, and goodwill.  Determining the portion of the purchase price allocated to identifiable intangible assets and goodwill requires us to make significant estimates.  The amount of the purchase price allocated to intangible assets is generally determined by estimating the future cash flows of each asset and discounting the net cash flows back to their present values.  The discount rate used is determined at the time of the acquisition in accordance with accepted valuation methods.

Goodwill represents the excess of the aggregate purchase price over the fair value of net assets acquired, including intangible assets.  We review our goodwill for impairment annually and assess whether significant events or changes in the business circumstances indicate that the carrying value of the goodwill may not be recoverable. The test for impairment requires us to make estimates about fair value, most of which are based on projected future cash flows.  Our estimates associated with the goodwill impairment tests are considered critical due to the amount of goodwill recorded on our consolidated balance sheet and the judgment required in determining fair value amounts, including projected future cash flows.  Goodwill was $581.4 million as of December 31, 2005.

Intangible assets consist primarily of purchased technology, customer relationships, patents, trademarks, and tradenames and are amortized using the straight-line method over their estimated useful lives, which range from one to 30 years, when purchased.  We review these intangible assets for impairment as changes in circumstances or the occurrence of events suggest that the remaining value is not recoverable.  The test for impairment requires us to make estimates about fair value, most of which are based on projected future cash flows.  These estimates and projections require judgments as to future events, operating condition and amounts of future cash flows.

New Accounting Pronouncements

On December 15, 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (FAS 123R), which will significantly change accounting practice with respect to employee stock options.  The Securities and Exchange Commission (SEC) has delayed the mandated adoption date for public companies with a December 31 year end until January 1, 2006.  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).  The Company expects that the impact of adopting this standard will be insignificant to the Company’s results of operation.

On November 24, 2004, the FASB issued FAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4.  The standard adopts the International Accounting Standards Board (IASB) view related to inventories that abnormal amounts of idle capacity and spoilage costs should be excluded from the cost of inventory and expensed when incurred.  Additionally, the Board made the decision to clarify the meaning of the term “normal capacity”.  The provisions of FAS No. 151 are applicable to inventory costs incurred during fiscal years beginning after June 15, 2005.  The Company has not determined the impact of this FAS No. 151 to its inventory accounting results which may result upon adoption of this statement on January 1, 2006.

Forward-looking Statements

This Annual Report 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

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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, those described under the heading “Risk Factors” in our Annual Report on Form 10-K and our quarterly reports on Form 10-Q, 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.

ITEM 7A - - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required is included in Note 15 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K, and under the caption “Market Risks and Foreign Currency Exposures” which is part of Management’s Discussion and Analysis included in Item 7 of this Annual Report on Form 10-K.  Based on a sensitivity analysis (assuming a 10 percent adverse change in market rates) of our foreign exchange and interest rate derivatives and other financial instruments, changes in exchange rates or interest rates would not materially affect our financial position and liquidity.  The effect on our results of operations would be substantially offset by the impact of the hedged items.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Management’s Responsibility Statement

The management of Bemis Company, Inc., is responsible for the integrity, objectivity, and accuracy of the financial statements of the Company.  The financial statements are prepared by the Company in accordance with accounting principles generally accepted in the United States of America, and using management’s best estimates and judgments, where appropriate.  The financial information presented throughout this Annual Report on Form 10-K is consistent with that in the financial statements.

The management of Bemis Company, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).  Under the direction, supervision, and participation of the Chief Executive Officer and the Chief Financial Officer, the Company’s management conducted 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 (COSO-Framework).  In accordance with the Securities and Exchange Commission’s published guidance, the Company’s assessment of internal control over financial reporting excluded the 2005 acquisition of Dixie Toga S.A. which represents approximately 13.1 percent of net sales for the year ended December 31, 2005, and 5.8 percent of total assets (excluding goodwill of Dixie Toga S.A.) as of December 31, 2005.  Based on the results of this evaluation management has concluded that internal control over financial reporting was effective as of December 31, 2005.

Item 9A of this Annual Report on Form 10-K contains management’s favorable assessment of internal controls over financial reporting based on their review and evaluation utilizing the COSO-Framework criteria.  Management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005, has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm, as stated in their report which is included in Item 8 of this Form 10-K.

The Audit Committee of the Board of Directors, which is composed solely of outside directors, meets quarterly with management, the internal audit manager, and independent accountants to review the work of each and to satisfy itself that the respective parties are properly discharging their responsibilities.  PricewaterhouseCoopers LLP, the Director of Global Financial Compliance, and the Internal Audit Manager have had and continue to have unrestricted access to the Audit Committee, without the presence of Company management.

Jeffrey H. Curler	Gene C. Wulf	Stanley A. Jaffy
President and	Senior Vice President and	Vice President and
Chief Executive Officer	Chief Financial Officer	Controller

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Bemis Company, Inc.:

We have completed integrated audits of Bemis Company Inc.’s 2005 and 2004 consolidated financial statements and of its internal control over financial reporting as of December 31, 2005 and an audit of its 2003 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Our opinions on Bemis Company Inc.’s 2005, 2004 and 2003 consolidated financial statements and on its internal control over financial reporting as of December 31, 2005 based on our audits, are presented below.

Consolidatedfinancial statements

In our opinion, the accompanying balance sheets and the related consolidated statements of income, of stockholders’ equity, and of cash flows present fairly, in all material respects, the financial position of Bemis Company and its subsidiaries at December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in the “Management Report on Internal Control Over Financial Reporting” appearing under Item 9A, that the Company maintained effective internal control over financial reporting as of December 31, 2005 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria.  Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on Internal Control - Integrated Framework issued by COSO.  The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.  Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed 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.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in “Management’s Annual Report on Internal Control Over Financial Reporting,” management has excluded Dixie Toga S.A. from its assessment of internal control over financial reporting as of December 31, 2005 because it was acquired by the Company in a purchase business combination during 2005.  We have also excluded Dixie Toga S.A. from our audit of internal control over financial reporting.  Dixie Toga S.A. is a majority-owned subsidiary whose total assets and total revenues represent 6% and 13%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2005.

PricewaterhouseCoopers LLP

Minneapolis, Minnesota

March 10, 2006

20

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(in thousands, except per share amounts)

For the years ended December 31,	2005		2004			2003
Net sales	$	3,473,950	$	2,834,394		$	2,635,018
Costs and expenses:
Cost of products sold	2,798,326		2,238,694			2,101,537
Selling, general, and administrative expenses	330,881		284,991			256,689
Research and development.	23,528		21,138			21,454
Interest expense	38,737		15,503			12,564
Other costs (income), net	112		(20,088		)	2,659
Minority interest in net income	5,937		489			870
Income before income taxes	276,429		293,667			239,245
Provision for income taxes.	113,900		113,700			92,100
Net income.	$	162,529	$	179,967		$	147,145
Basic earnings per share of common stock	$	1.53	$	1.68		$	1.39
Diluted earnings per share of common stock.	$	1.51	$	1.67		$	1.37

See accompanying notes to consolidated financial statements.

21

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands, except per share amounts)

As of December 31,	2005			2004
ASSETS
Current assets:
Cash.	$	91,125		$	93,898
Accounts receivable, net	436,035			356,944
Inventories	420,950			387,414
Prepaid expenses	39,700			35,511
Total current assets	987,810			873,767
Property and equipment:
Land and land improvements	43,641			26,737
Buildings and leasehold improvements	419,095			344,494
Machinery and equipment	1,488,256			1,315,770
Total property and equipment	1,950,992			1,687,001
Less accumulated depreciation	(807,453		)	(748,427		)
Net property and equipment	1,143,539			938,574
Other long-term assets:
Goodwill	581,419			442,181
Other intangible assets	105,580			65,396
Deferred charges and other assets	146,252			166,825
Total other long-term assets	833,251			674,402
TOTAL ASSETS	$	2,964,600		$	2,486,743
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	3,907		$	912
Short-term borrowings	50,107			4,830
Accounts payable	327,569			277,989
Accrued liabilities:
Salaries and wages	79,056			68,269
Income taxes	4,801			13,161
Other	8,880			9,982
Total current liabilities	474,320			375,143
Long-term debt, less current portion	790,107			533,886
Deferred taxes	168,447			173,872
Other liabilities and deferred credits	154,679			93,003
Total liabilities	1,587,553			1,175,904
Minority interest	27,692			2,973
Commitments and contingencies
Stockholders’ equity:
Common stock, $.10 par value:
Authorized – 500,000,000 shares Issued – 115,978,746 and 115,750,189 shares	11,598			11,575
Capital in excess of par value	267,274			263,266
Retained earnings	1,337,590			1,251,695
Accumulated other comprehensive income	32,706			31,674
Common stock held in treasury, 10,672,771 and 8,803,061 shares, at cost	(299,813		)	(250,344		)
Total stockholders’ equity.	1,349,355			1,307,866
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,964,600		$	2,486,743

See accompanying notes to consolidated financial statements.

22

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

For the years ended December 31,	2005			2004			2003
Cash flows from operating activities:
Net income	$	162,529		$	179,967		$	147,145
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	150,779			130,846			128,189
Minority interest in net income	5,937			489			870
Stock award compensation	14,199			11,908			10,666
Deferred income taxes	2,360			25,332			27,215
Income of unconsolidated affiliated companies	(874		)	(8,807		)	(3,098		)
(Gain) loss on sale of property and equipment	(667		)	(4,667		)	484
Restructuring related activities	(896		)	(2,408		)	10,794
Proceeds from cash flow hedge	6,079
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(13,404		)	(9,424		)	11,781
Inventories	(783		)	(73,989		)	19,836
Prepaid expenses	500			583			1,485
Accounts payable	(8,967		)	42,557			(27,978		)
Accrued salaries and wages	7,542			15,774			4,106
Accrued income taxes	(6,105		)	8,892			(353		)
Accrued other taxes	(3,179		)	300			(1,455		)
Changes in other liabilities and deferred credits	(14,516		)	(24,989		)	(4,032		)
Changes in deferred charges and other investments	(20,117		)	(20,819		)	(14,524		)
Net cash provided by operating activities	280,417			271,545			311,131
Cash flows from investing activities:
Additions to property and equipment	(186,965		)	(134,511		)	(106,476		)
Business acquisitions, net of cash acquired	(237,992		)	(30,733		)	(12,495		)
Proceeds from sales of property, equipment, and other assets	1,900			13,239			308
Proceeds from sale of restructuring related assets	2,985			8,191
Increased investment in unconsolidated affiliated company				(7,065		)
Net cash used in investing activities	(420,072		)	(150,879		)	(118,663		)
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net	296,548
Repayment of long-term debt	(6,183		)	(776		)	(1,035		)
Net repayment of commercial paper	(48,426		)	(41,120		)	(124,500		)
Net borrowing (repayment) of short-term debt	32,859			(1,185		)	614
Cash dividends paid to stockholders	(76,634		)	(68,423		)	(59,469		)
Common stock purchased for the treasury	(49,469		)
Stock incentive programs	1,366			411			332
Net cash provided (used) by financing activities	150,061			(111,093		)	(184,058		)
Effect of exchange rates on cash	(13,179		)	7,849			11,665
Net (decrease) increase in cash	(2,773		)	17,422			20,075
Cash balance at beginning of year	93,898			76,476			56,401
Cash balance at end of year	$	91,125		$	93,898		$	76,476
Supplemental disclosure of cash flow information:
Business acquisitions, net of divestures and cash:
Working capital acquired (net)	$	23,672		$	9,921		$	3,099
Property acquired	157,667			19,546			7,708
Goodwill and intangible assets (divested) or acquired, net	151,952			(1,059		)
Deferred charges and other assets acquired	28,018			3,031			503
Long-term debt, deferred taxes, and other liabilities	(123,317		)	(706		)
Net adjustments to prior year acquisitions							1,185
Cash used for acquisitions	$	237,992		$	30,733		$	12,495
Interest paid during the year	$	38,731		$	15,735		$	12,663
Income taxes paid during the year	$	120,496		$	78,515		$	64,759

See accompanying notes to consolidated financial statements

23

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						162,529									162,529
Unrecognized gain on derivative, net of tax $2,371									3,708						3,708
Unrecognized gain reclassified to earnings, net of tax $(266)									(417		)				(417		)
Translation adjustment									4,178						4,178
Pension liability adjustment, net of tax effect $(4,322)									(6,437		)				(6,437		)
Total comprehensive income															163,561
Cash dividends paid on common stock $0.72 per share						(76,634		)							(76,634		)
Stock incentive programs and related tax effects (228,557 shares)	23		4,008												4,031
Purchase of 1,869,710 shares of common stock												(49,469		)	(49,469		)
Balance at December 31, 2005	$	11,598	$	267,274		$	1,337,590		$	32,706		$	(299,813	)	$	1,349,355

See accompanying notes to consolidated financial statements.

24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES

Description of the business:  Bemis Company, Inc., a Missouri corporation, was founded in 1858 and incorporated in 1885 as Bemis Bro. Bag Company.  In 1965 the name was changed to Bemis Company, Inc. (the Company).  Based in Minneapolis, Minnesota, the Company employs approximately 15,900 individuals and has 61 manufacturing facilities located in the United States and ten other countries around the world.  The Company is a manufacturer of flexible packaging products and pressure sensitive materials selling to customers throughout the United States, Canada, and Europe, with a growing presence in Asia Pacific, South America, and Mexico.

The Company’s business activities are organized around its two business segments, Flexible Packaging, which accounted for approximately 82 percent of 2005 net sales, and Pressure Sensitive Materials, which accounted for the remaining net sales.  The Company’s flexible packaging business has a strong technical base in polymer chemistry, film extrusion, coating, laminating, printing, and converting.  The Company’s pressure sensitive materials business specializes in adhesive technologies.  The primary markets for the Company’s products are in the food industry, which accounted for approximately 60 percent of 2005 net sales.  The Company’s flexible packaging products are widely diversified among food categories and can be found in nearly every aisle of the grocery store.  Other markets include chemical, agribusiness, medical, pharmaceutical, personal care products, batteries, electronics, automotive, construction, graphic industries, and other consumer goods.  All markets are considered to be highly competitive as to price, innovation, quality, and service.

Principles of consolidation:  The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries.  All intercompany transactions and accounts have been eliminated.  Joint ventures are accounted for by the equity method of accounting with earnings ($874,000 for Laminor in 2005 and $11,698,000 and $3,156,000 for Itap Bemis Ltda. in 2004 and 2003, respectively) included in other costs (income), net, on the accompanying consolidated statement of income.  The Laminor joint venture interest was acquired as part of the January 2005 acquisition of Dixie Toga S.A.  Investments in joint ventures are included in deferred charges and other assets on the accompanying consolidated balance sheet.  Results of Itap Bemis are consolidated in 2005.

Estimates and assumptions required:  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Translation of foreign currencies:The Company considers the local currency to be the reporting currency for all foreign subsidiaries.  Assets and liabilities are translated at the exchange rate as of the balance sheet date.  All revenue and expense accounts are translated at average exchange rates in effect during the year.  Translation gains or losses are recorded in the foreign currency translation component in accumulated other comprehensive income (loss) in stockholder’s equity.  Foreign currency transaction gains (losses) of $(5,434,000), $1,002,000, and $1,147,000, in 2005, 2004, and 2003, respectively, are included as a component of other costs (income), net.

Revenue recognition:Sales and related costs of sales are recognized upon shipment of products or when all of the conditions of the Securities and Exchange Commission’s Staff Accounting Bulletin No. 104 are fulfilled.  All costs associated with revenue, including customer rebates and discounts, are recognized at the time of sale.  Customer rebates are accrued in accordance with EITF No. 01-9, Accounting for Consideration Given by a Vendor to a Customer and recorded as a reduction to sales.  In December 2003, the Company adopted the provisions of EITF No. 02-16, Accounting by a Customer for Certain Consideration Received From a Vendor, with no material impact to the financial statements.  Shipping and handling costs are classified as a component of costs of sales while amounts billed to customers for shipping and handling are classified as a component of sales.  The Company accrues for estimated warranty costs when specific issues are identified and the amounts are determinable.

Environmental cost:The Company is involved in a number of environmental related disputes and claims.  The Company accrues for environmental costs when it is probable that these costs will be incurred and can be reasonably estimated.  At December 31, 2005 and 2004, reserves were $786,000 and $836,000, respectively.  Adjustments to the reserve accounts and costs which were directly expensed for environmental remediation matters resulted in charges to the income statements for 2005, 2004, and 2003 of $14,000, $174,000, and $265,000, net of third party reimbursements totaling $11,000, $79,000, and $91,000, for 2005, 2004, and 2003, respectively.

Earnings per share:  Basic earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the year.  Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the year and dilutive shares relating to stock options, restricted stock, and stock incentive plans.  The following table presents information necessary to compute basic and diluted earnings per common share:

(in thousands, except per share amounts)	2005		2004		2003
Weighted average common shares outstanding – basic.	106,433		106,892		106,180
Dilutive shares	1,386		1,050		1,553
Weighted average common shares outstanding – diluted	107,819		107,942		107,733
Net income for basic and diluted earnings per share computation	$	162,529	$	179,967	$	147,145
Earnings per common share – basic.	$	1.53	$	1.68	$	1.39
Earnings per common share – diluted	$	1.51	$	1.67	$	1.37

Certain options outstanding at December 31, 2005 and 2003 (2,494 and 409,070 shares) were not included in the computation of diluted earnings per share because they would not have had a dilutive effect.

25

Research and development:  Research and development expenditures are expensed as incurred.

Taxes on undistributed earnings:No provision is made for U.S. income taxes on earnings of non-U.S. subsidiary companies which the Company controls but does not include in the consolidated federal income tax return as it is management’s practice and intent to indefinitely reinvest the earnings.  Repatriation would only occur if it resulted in no additional tax.

Accounting for Stock-Based Compensation:As provided for in Statement of Financial Accounting Standards 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:

(dollars in thousands, except per share amounts)	2005			2004			2003
Net income - as reported	$	162,529		$	179,967		$	147,145
Add: Stock-based compensation expense included in net income, net of related tax effects	8,655			7,297			6,563
Deduct: Total stock-based compensation expense under fair value-based method, net of related tax effects	(8,996		)	(7,790		)	(8,035		)
Net income - pro forma	$	162,188		$	179,474		$	145,673
Basic earnings per share - as reported	$	1.53		$	1.68		$	1.39
Basic earnings per share - pro forma	$	1.52		$	1.68		$	1.37
Diluted earnings per share - as reported	$	1.51		$	1.67		$	1.37
Diluted earnings per share - pro forma	$	1.50		$	1.66		$	1.35

Compensation expense for pro forma purposes is reflected over the vesting period.  Note 9 contains the significant assumptions used in determining the underlying fair value of options and Note 3 addresses accounting changes, effective in 2006, surrounding stock-based compensation.

Cash Equivalents:The Company considers all highly liquid temporary investments with a maturity of three months or less when purchased to be cash equivalents.  Cash equivalents are carried at cost which approximates market value.

Accounts Receivable:Trade accounts receivable are stated at the amount the Company expects to collect, which is net of an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments.  The following factors are considered when determining the collectibility of specific customer accounts:  customer creditworthiness, past transaction history with the customer, and changes in customer payment terms or practices.  In addition, overall historical collection experience, current economic industry trends, and a review of the current status of trade accounts receivable are considered when determining the required allowance for doubtful accounts.  Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to valuation allowance.  Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.  Accounts receivable are presented net of an allowance for doubtful accounts of $19,120,000 and $16,935,000 at December 31, 2005 and 2004, respectively.

Inventory valuation:  Inventories are valued at the lower of cost, as determined by the first-in, first-out (FIFO) method, or market.  Inventories are summarized at December 31, as follows:

(in thousands)	2005			2004
Raw materials and supplies	$	161,110		$	136,379
Work in process and finished goods	276,331			264,312
Total inventories, gross	437,441			400,691
Less inventory write-downs	(16,491		)	(13,277		)
Total inventories, net	$	420,950		$	387,414

Property and equipment:  Property and equipment are stated at cost.  Maintenance and repairs that do not improve efficiency or extend economic life are expensed as incurred.  Plant and equipment are depreciated for financial reporting purposes principally using the straight-line method over the estimated useful lives of assets as follows:  land improvements, 15-30 years; buildings, 15-45 years; leasehold and building improvements, 8-20 years; and machinery and equipment, 3-16 years.  For tax purposes, the Company generally uses accelerated methods of depreciation.  The tax effect of the difference between book and tax depreciation has been provided as deferred income taxes.  Depreciation expense was $142,599,000, $126,082,000, and $122,295,000 for 2005, 2004, and 2003, respectively.  On sale or retirement, the asset cost and related accumulated depreciation are removed from the accounts and any related gain or loss is reflected in income.  Interest costs, which are capitalized during the construction of major capital projects, totaled $993,000 in 2005, $178,000 in 2004, and $135,000 in 2003.

The Company reviews its long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.  If impairment indicators are present and the estimated future undiscounted cash flows are less than the carrying value of the assets, the carrying values are reduced to the estimated fair value.

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The Company capitalizes direct costs (internal and external) of materials and services used in the development and purchase of internal-use software.  Amounts capitalized are amortized on a straight-line basis over a period of three to seven years and are reported as a component of machinery and equipment within property and equipment.

Goodwill:Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations.  Effective January 1, 2002, the Company adopted the reporting requirements of Statement of Financial Accounting Standards (FAS) No. 141, Business Combinations, and FAS No. 142, Goodwill and Other Intangible Assets, and as required, has applied its requirements to acquisitions made after June 30, 2001.  In accordance with FAS No. 142, goodwill and indefinite-lived intangible assets are no longer amortized, but are reviewed at least annually for impairment.  The Company tests goodwill and indefinite-lived intangible assets for impairment on an annual basis, or whenever there is an impairment indicator, using a fair-value based approach.

Intangible assets:  Contractual or separable intangible assets that have finite useful lives are being amortized against income using the straight-line method over their estimated useful lives, with periods ranging up to 30 years. The straight-line method of amortization reflects an appropriate allocation of the costs of the intangible assets to earnings in proportion to the amount of economic benefits obtained by the Company in each reporting period.  The Company tests finite-lived intangible assets for impairment whenever there is an impairment indicator.  Intangible assets are tested for impairment by comparing anticipated undiscounted future cash flows from operations to net book value.

Financial Instruments:The Company recognizes all derivative instruments on the balance sheet at fair value.  Derivatives that are not hedges are adjusted to fair value through income.  If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in stockholders’ equity through other comprehensive income until the hedged item is recognized.  Gains or losses, if any, related to the ineffective portion of any hedge are recognized through earnings in the current period.  The impact of the adoption of FAS No. 133, Accounting for Derivative Instruments and Hedging Activities, was not material to the Company.  Note 15 contains expanded details relating to specific derivative instruments included on the Company’s balance sheet, such as forward foreign currency exchange contracts and interest rate swap arrangements.

Accumulated other comprehensive income (loss):The components of accumulated other comprehensive income (loss) are as follows as of December 31:

(in thousands)	2005			2004			2003
Foreign currency translation	$	61,604		$	57,426		$	11,493
Minimum pension liability, net of deferred tax benefit of $20,580, $16,258, and $14,825	(32,189		)	(25,752		)	(23,681		)
Unrecognized gain on derivative, net of deferred tax benefit of $2,105	3,291
Accumulated other comprehensive income (loss)	$	32,706		$	31,674		$	(12,188	)

Treasury Stock:Repurchased common stock is stated at cost and is presented as a separate reduction of stockholders’ equity.  At December 31, 2005, 2.8 million common shares can be repurchased, at management’s discretion, under authority granted by the Company’s Board of Directors in 2000.

Preferred Stock Purchase Rights:  On July 29, 1999, the Company’s Board of Directors adopted a Shareholder Rights Plan by declaring a dividend of one preferred share purchase right for each outstanding share of common stock.  Under certain circumstances, a right may be exercised to purchase one four-hundredth of a share of Series A Junior Preferred Stock for $60, subject to adjustment.  The rights become exercisable if, subject to certain exceptions, a person or group acquires beneficial ownership of 15 percent or more of the Company’s outstanding common stock or announces an offer which would result in such person acquiring beneficial ownership of 15 percent or more of the Company’s outstanding common stock.  If a person or group acquires beneficial ownership of 15 percent or more of the Company’s outstanding common stock, subject to certain exceptions, each right will entitle its holder to buy from the Company, common stock of the Company having a market value of twice the exercise price of the right.  The rights expire August 23, 2009, and may be redeemed by the Company for $.001 per right at any time before a person becomes a beneficial owner of 15 percent or more of the Company’s outstanding common stock.  The Company’s Board of Directors has designated 600,000 shares of Series A Junior Preferred Stock with a par value of $1 per share that relate to the Shareholder Rights Plan.  At December 31, 2005, none of these shares were issued or outstanding.

Note 2 – SUBSEQUENT EVENTS – PENSION PLAN AMENDMENT AND 2006 RESTRUCTURING EFFORT

On December 22, 2005, the Company amended the Bemis Retirement Plan (BRP) effective December 31, 2005.  The BRP is the Company’s defined benefit pension plan for non-bargaining U.S. business unit employees.  This amendment replaces future BRP pension benefits with a defined contribution profit sharing plan for a substantial number of BRP participants.  It is expected that this change will result in an annual expense and cash payment that is better aligned with the performance of the company.  As a result of this BRP amendment, a curtailment expense of $1.7 million was recorded in the fourth quarter of 2005.

On January 25, 2006, the Company announced a facility consolidation project intended to reduce fixed costs and shift production to lower cost facilities.  In November 2005, the Company announced the 2006 relocation of Bemis Company corporate headquarters from Minneapolis, Minnesota to Neenah, Wisconsin.  Restructuring, relocation, and related charges resulting from these planned facility consolidation efforts are estimated to be approximately $40.0 million, $16.0 million of which is expected to be non-cash.  While charges are expected to be incurred over the next six quarters, approximately $25.0 million is expected to be charged to earnings during the first half of 2006.

27

Note 3 – NEW ACCOUNTING PRONOUNCEMENTS

On December 15, 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (FAS 123R), which will significantly change accounting practice with respect to employee stock options.  The Securities and Exchange Commission (SEC) has delayed the mandated adoption date for public companies with a December 31 year end until January 1, 2006.  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.  The Company expects that the impact of adopting this standard will be insignificant to the Company’s results of operation.

On November 24, 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4 (FAS No. 151).  The standard adopts the International Accounting Standards Board (IASB) view related to inventories that abnormal amounts of idle capacity and spoilage costs should be excluded from the cost of inventory and expensed when incurred.  Additionally, the Board made the decision to clarify the meaning of the term “normal capacity”.  The provisions of FAS No. 151 are applicable to inventory costs incurred during fiscal years beginning after June 15, 2005.  The Company is evaluating the impact of this FAS No. 151 to its inventory accounting results which may result upon adoption of this statement on January 1, 2006.

In December 2004, the FASB also issued FASB Staff Position (FSP) No. FAS 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004.  The new law provides for a special one-time deduction of 85% of certain foreign earnings that are repatriated and which meet certain requirements.  During the fourth quarter of 2005, the Company repatriated $105.0 million which qualified for this special tax treatment.  This repatriation action increased income tax expense during the fourth quarter by approximately $6.0 million.

Note 4 – 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	111,114					111,114
Goodwill associated with Itap Bemis Ltda. which is now consolidated	11,396					11,396
Currency translation adjustment	16,728					16,728
Reported balance at December 31, 2005	$	530,711		$	50,708	$	581,419

The components of amortized intangible assets follow:

	December 31, 2005					December 31, 2004
(in thousands) Intangible Assets	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Contract based	$	15,447	$	(6,930	)	$	15,323	$	(5,681	)
Technology based	52,047		(13,513		)	52,218		(10,845		)
Marketing related	19,659		(3,677		)	8,989		(2,189		)
Customer based	50,395		(7,848		)	10,547		(2,966		)
Reported balance	$	137,548	$	(31,968	)	$	87,077	$	(21,681	)

Amortization expense for intangible assets during 2005, 2004, and 2003 was $8.9 million, $5.8 million, and $5.9 million, respectively.  Estimated amortization expense is $8.7 million for 2006 and $8.6 million for 2007 through 2010.  The Company completed its annual impairment tests in the fourth quarter of 2005 with no indications of impairment of goodwill found.

Note 5 – BUSINESS ACQUISITIONS

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.  During 2005, Dixie Toga repurchased additional publicly traded preferred shares on the Bovespa Stock Exchange in São Paulo, Brazil, thereby effectively increasing Bemis’ preferred share ownership to 54 percent.  The remaining non-voting preferred shares not acquired are traded publicly on the Brazilian Bovespa Exchange.  Dixie Toga is a leading packaging company in South America, specializing in flexible packaging, thermoformed and

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injection molded containers, laminated plastic tubes, printed labels, and printed folding cartons.  Dixie Toga employs nearly 4,000 people in South America and operates nine manufacturing plants in Brazil and one in Argentina.

The net cash purchase price of $235.3 million has been accounted for under the purchase method of accounting reflecting the provisions of FAS Nos. 141 and 142 and includes the allocations as follows:  $249.2 million to tangible assets, $40.1 million to intangible assets, $164.4 million to liabilities assumed, and $110.4 million to tax deductible goodwill.  A contingent contractual post-closing adjustment could increase or decrease the purchase price by $6.0 million in 2006.  Intangible assets acquired have a weighted-average useful life of approximately 18 years and include $0.3 million for contract-based intangibles with a useful life of 1 year, $9.3 million for marketing related intangibles with a useful life of 30 years, and $30.5 million for customer-based intangibles with a useful life of 15 years.  Results of operations from the date of acquisition are included in these financial statements.  Pro forma income statement results for the comparative fourth quarter (unaudited) and year-to-date periods ended December 31, 2004, as if this acquisition had occurred at the beginning of 2004, would have reflected net sales as $821.9 million and $3,164.0 million, respectively; net income as $48.7 million and $180.9 million, respectively; and diluted earnings per share as $0.45 and $1.68, respectively.

The Company and Dixie Toga had 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 accounted for it on an equity basis for the year 2004 and earlier (see description below regarding the 2004 acquisition of an additional interest in Itap Bemis Ltda.).  The pre-existing values for property, intangible assets, and goodwill imbedded in the Company’s equity investment at the date of the Dixie Toga acquisition were $1.7 million, $3.6 million, and $11.4 million, respectively.  These amounts are now included as components of the Company’s consolidated property, intangible assets, and goodwill.

On February 17, 2005, the Company acquired certain assets of Rayton Packaging Inc., Calgary, Alberta, Canada for a cash purchase price of $2.7 million.  The net cash purchase price has been accounted for under the purchase method of accounting reflecting the provisions of FAS Nos. 141 and 142 and includes the preliminary allocations as follows:  $1.2 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.

On May 25, 2004, the Company and its Mexican partner, Corporacion JMA, S.A. de C.V., acquired the Tultitlan, Mexico plant operation of Masterpak, S.A. de C.V. for $30.7 million.  Annual sales related to the assets purchased were approximately $35.0 million.  While the Company’s ownership share is 51 percent, the Company financed its Mexican partner’s portion of the purchase price and as such 100 percent of results of operation of this entity continues to be consolidated by the Company at December 31, 2005 and 2004.  The total purchase price has been accounted for under the purchase method of accounting, reflecting the provisions of FAS Nos. 141 and 142, and includes:  working capital, $9.9 million; property, $19.5 million; intangible assets, deferred charges, and goodwill $2.0 million; and long-term liabilities, $0.7 million.  Results of operations from the date of acquisition are included in these financial statements.

Effective January 1, 2004, the Company contributed its 90 percent ownership interest in Curwood Itap Ltda., its shrink bags business in Brazil, to its Brazilian flexible packaging joint venture, Itap Bemis Ltda., in exchange for an additional 12 percent ownership interest.  Assets and liabilities of Curwood Itap Ltda. (consolidated at December 31, 2003) contributed included:  working capital, $14.7 million, including cash of $7.1 million; property, $3.7 million; intangible assets and deferred charges, $8.4 million; and minority interest, $2.7 million.  In exchange for this contribution, the Company’s ownership interest in Itap Bemis Ltda. increased from 33 percent to 45 percent.  In addition, the Company recorded a $6.2 million charge related to previously deferred cumulative translation losses which substantially offset the gain on the divesture of assets described above.  The net increase in the investment in Itap Bemis Ltda. was $30.5 million, including a net gain of $0.2 million on this transaction.  During 2004, the joint venture has been accounted for on the equity method and equity earnings have been included as a component of other costs (income), net.  In connection with the business acquisition described earlier in this Note 5, this joint venture, Itap Bemis Ltda., is now majority owned and controlled (effective January 5, 2005) and has been consolidated beginning in 2005.

Effective on November 5, 2003, the Company purchased the pressure sensitive materials business of Multi-Fix N.V. for a cash price of $11.3 million.  The acquired business, which recorded annual sales in 2002 of approximately $15.0 million (unaudited), offers additional coating capacity for the Company’s existing European graphics product line.  The acquisition included a manufacturing plant in Genk, Belgium.  The total cash purchase price has been accounted for under the purchase method of accounting, reflecting the provisions of FAS Nos. 141 and 142, and includes the allocations as follows:  $16.1 million to tangible assets and $4.8 million to liabilities assumed.  Results of operations from the date of acquisition are included in these financial statements.

Note 6 – RESTRUCTURING OF OPERATIONS

In July 2003, the Company committed to a plan to close three flexible packaging plants:  Murphysboro, Illinois; Union City, California; and Prattville, Alabama.  The closure of these plants, together with related support staff and capacity reductions within the flexible packaging business segment, has reduced fixed costs and improved capacity utilization elsewhere in the Company.  During the third quarter 2003, manufacturing activity at the three plants was concluded with customer order fulfillment absorbed by other facilities within the flexible packaging segment.

During 2003, the Company incurred charges of $5.0 million for employee severance (314 employees terminated), $7.1 million for accelerated depreciation, $0.7 million for equipment and employee relocation, and $1.1 million for other related costs.  During 2004, the Company incurred charges of $0.1 million for accelerated depreciation, $0.4 million for equipment and employee relocation, and $0.2 million for other related costs.  In addition during 2004, the Company realized a $1.4 million gain on the disposition of the Union City, California plant.  During 2005, the Company incurred charges of $0.6 million principally on the sale of an idled facility.  This restructuring effort is complete.

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In October 2003, the Company committed to a plan to close two pressure sensitive materials plants:  North Las Vegas, Nevada, and Brampton, Ontario, Canada.  The closure of these plants, together with related support staff and capacity reductions within the pressure sensitive materials business segment, has reduced fixed costs and improved capacity utilization elsewhere in this business segment.  During 2003, the Company incurred charges of $2.3 million for employee severance (81 employees terminated), $0.1 million for accelerated depreciation, and $0.3 million for other related costs.  During 2004, the Company incurred charges of $0.3 million for employee severance, $1.0 million for accelerated depreciation, $1.0 million for equipment and employee relocation, and $0.8 million for other related costs.  During 2005, the Company incurred charges of $0.6 million for employee pension termination costs and $0.2 million for other related costs.  In addition during 2005, the Company realized a $2.3 million gain on the disposition of an idled facility and land.  This restructuring effort is complete.

For the year 2003, a total of $8.9 million has been charged to other costs (income), $7.6 million has been charged to cost of products sold, and $0.1 million has been charged to selling, general and administrative expense within the consolidated statement of income.  For the year 2004, a total of $2.6 million has been charged to other costs (income), $1.1 million has been charged to cost of products sold, and $0.1 million has been charged to selling, general and administrative expense within the consolidated statement of income.  In addition, the $1.4 million gain on the first quarter 2004 sale of the Union City, California plant (which was closed in the third quarter of 2003) is included in other costs (income).  For the year 2005, a total of $1.4 million has been charged to other costs (income) within the consolidated statement of income.  In addition during 2005, the $2.3 million gain on the disposition of an idled facility and land is included in other costs (income) within the consolidated statement of income.  The accrued liability remaining at December 31, 2005, is not significant and will be paid in 2006.

An analysis of the restructuring and related costs activity follows:

(in thousands)	Employee Costs			Facilities Consolidation or Relocation			Total Restructuring			Accelerated Depreciation			Total Restructuring and Related Costs
2003 Activity
Total net expense accrued
Flexible Packaging	$	(4,993	)	$	(1,779	)	$	(6,772	)	$	(7,139	)	$	(13,911	)
Pressure Sensitive	(2,303		)	(312		)	(2,615		)	(134		)	(2,749		)
Charges to accrual account
Flexible Packaging	3,207			1,779			4,986			7,139			12,125
Pressure Sensitive	964			253			1,217			134			1,351
Reserve balance at December 31, 2003	$	(3,125	)	$	(59	)	$	(3,184	)	$	0		$	(3,184	)
2004 Activity
Total net expense accrued
Flexible Packaging	$	(69	)	$	793		$	724		$	(72	)	$	652
Pressure Sensitive	(279		)	(1,800		)	(2,079		)	(1,022		)	(3,101		)
Charges to accrual account
Flexible Packaging	1,651			(793		)	858			72			930
Pressure Sensitive	1,618			1,829			3,447			1,022			4,469
Reserve balance at December 31, 2004	$	(204	)	$	(30	)	$	(234	)	$	0		$	(234	)
2005 Activity
Total net expense accrued
Flexible Packaging	$	0		$	(560	)	$	(560	)	$	0		$	(560	)
Pressure Sensitive	(632		)	2,088			1,456						1,456
Charges to accrual account
Flexible Packaging	145			560			705						705
Pressure Sensitive	632			(2,088		)	(1,456		)				(1,456		)
Reserve balance at December 31, 2005	$	(59	)	$	(30	)	$	(89	)	$	0		$	(89	)

Note 7 - PENSION PLANS

The Company has defined contribution plans which cover employees at eight manufacturing, warehousing, or sales administrative locations with contributions based upon the contractual terms of each respective plan.  Total contribution expense for these plans was $1,191,000 in 2005, $1,262,000 in 2004, and $1,204,000 in 2003.  Multiemployer plans cover employees at two different manufacturing locations and provide for contributions to a union administered defined benefit pension plan.  Amounts charged to pension cost and contributed to the multiemployer plans in 2005, 2004, and 2003 totaled $741,000, $1,700,000, and $771,000, respectively.  The 2004 expense included a multiemployer plan withdrawal charge of $995,000 (included in other costs (income) on the consolidated statement of income) associated with the closure of the Murphysboro, Illinois facility.

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The Company also has defined benefit pension plans covering the majority of U.S. employees, along with non-US defined benefit plans covering select employees in various international locations.  The benefits under the plans are based on years of service and salary levels.  Certain plans covering hourly employees provide benefits of stated amounts for each year of service.  In addition, the Company also sponsors an unfunded supplemental retirement plan to provide senior management with benefits in excess of limits under the federal tax law and increased benefits to reflect a service adjustment factor.  Net periodic pension cost for defined benefit plans included the following components for the years ended December 31, 2005, 2004, and 2003:

(in thousands)	2005			2004			2003
Service cost - benefits earned during the year	$	20,541		$	18,448		$	14,066
Interest cost on projected benefit obligation	28,943			28,374			25,895
Expected return on plan assets	(36,401		)	(34,675		)	(35,552		)
Settlement (gain) loss	634
Curtailment	1,737
Amortization of unrecognized transition obligation	205			404			335
Amortization of prior service cost	2,600			2,244			1,895
Recognized actuarial net (gain) or loss	10,156			7,483			1,014
Net periodic pension (income) cost	$	28,415		$	22,278		$	7,653

Changes in benefit obligations and plan assets, and a reconciliation of the funded status at December 31, 2005 and 2004, are as follows:

	U.S. pension plans						Non-U.S. pension plans
(in thousands)	2005			2004			2005			2004
Change in Benefit Obligation:
Benefit obligation at the beginning of the year	$	467,005		$	420,705		$	58,003		$	49,869
Service cost	17,707			15,526			2,834			2,922
Interest cost	26,178			25,588			2,765			2,786
Participant contributions							506			466
Plan amendments	2,562			4,161
Plan settlements							(1,765		)
Actuarial (gain) or loss	23,166			21,646			6,645			(926		)
Benefits paid	(21,231		)	(20,621		)	(1,516		)	(1,184		)
Foreign currency exchange rate changes							(5,298		)	4,070
Benefit obligation at the end of the year	$	515,387		$	467,005		$	62,174		$	58,003
Accumulated benefit obligation at the end of the year	$	461,634		$	422,575		$	49,874		$	44,701
Change in Plan Assets:
Fair value of plan assets at the beginning of the year	$	405,134		$	349,719		$	43,893		$	35,442
Actual return on plan assets	15,227			25,162			5,023			3,148
Employer contributions	36,012			50,874			3,508			2,958
Participant contributions							506			466
Plan settlements							(1,765		)
Benefits paid	(21,231		)	(20,621		)	(1,516		)	(1,184		)
Foreign currency exchange rate changes							(3,624		)	3,063
Fair value of plan assets at the end of the year	$	435,142		$	405,134		$	46,025		$	43,893
Reconciliation of Funded Status:
Funded (unfunded) status	$	(80,245	)	$	(61,871	)	$	(16,149	)	$	(14,110	)
Unrecognized actuarial net (gain) or loss	167,606			135,708			13,722			11,232
Unrecognized transition obligation				59			2,850			3,459
Unrecognized prior service cost	16,426			18,193			53			58
Net amount recognized in consolidated balance sheet	$	103,787		$	92,089		$	476		$	639
Amount recognized in consolidated balance sheet consists of:
Prepaid benefit cost	$	88,330		$	75,558
Accrued benefit liability	(42,546		)	(33,211		)	$	(5,293	)	(1,731		)
Intangible asset	10,642			9,598			361			504
Deferred tax	18,471			15,536			2,109			722
Accumulated other comprehensive income	28,890			24,608			3,299			1,144
Net amount recognized in consolidated balance sheet	$	103,787		$	92,089		$	476		$	639

The accumulated benefit obligation for all defined benefit pension plans was $511,508,000 and $467,276,000 at December 31, 2005, and 2004, respectively.

Presented below are the projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for pension plans with projected benefit obligations in excess of plan assets and pension plans with accumulated benefit obligations in excess of plan assets as of December 31, 2005 and 2004.

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	Projected Benefit Obligation Exceeds the Fair Value of Plan’s Assets								Accumulated Benefit Obligation Exceeds the Fair Value of Plan’s Assets
	U.S. Plans				Non-U.S. Plans				U.S. Plans				Non-U.S. Plans
(in thousands)	2005		2004		2005		2004		2005		2004		2005		2004
Projected benefit obligation	$	515,387	$	467,005	$	62,174	$	51,558	$	160,368	$	146,186	$	59,566	$	46,942
Accumulated benefit obligation	461,634		422,575		49,874		38,731		154,596		141,423		47,863		35,833
Fair value of plan assets	435,142		405,134		46,025		37,047		112,051		108,213		43,578		33,409

The Company’s general funding policy is to make contributions as required by applicable regulations and when beneficial to the Company for tax and planning purposes.  The employer contributions for the years ended December 31, 2005 and 2004, were $39,520,000 and $53,832,000, respectively.  The expected cash contribution for 2006 is $2,847,000 which is expected to satisfy plan funding requirements and regulatory funding requirements.

Total multiemployer plan, defined contribution, and defined benefit pension expense in 2005, 2004, and 2003 was $30,347,000, $25,240,000, and $9,628,000, respectively.  In addition to these plans, the Company also sponsors a 401(k) savings plan for substantially all U.S. employees.  The Company contributes $0.50 for every pre-tax $1.00 an employee contributes on the first two percent of eligible compensation plus $0.25 for every pre-tax $1.00 an employee contributes on the next six percent of eligible compensation.  Additionally, for each year in which specified financial targets are met, the Company will increase its annual matching by 25 percent or 50 percent.  Company contributions are invested in Company stock and are fully vested after three years of service.  Total Company contributions for 2005, 2004, and 2003 were $4,596,000, $6,667,000, and $4,410,000.

For each of the years ended December 31, 2005 and 2004, the U.S. pension plans represented approximately 90 percent of the Company’s total plan assets and approximately 89 percent of the Company’s total projected benefit obligation.  Considering the significance of the U.S. pension plans in comparison with the Company’s total pension plans, we separately present and discuss the critical pension assumptions related to the U.S. pension plans and the non-U.S. pension plans.

The Company’s actuarial valuation date is December 31.  The weighted-average discount rates and rates of increase in future compensation levels used in determining the actuarial present value of the projected benefit obligation for the years ended December 31 are as follows:

	U.S. pension plans				Non-U.S. pension plans
	2005		2004		2005		2004
Weighted-average discount rate	5.50	%	5.75	%	4.56	%	5.03	%
Rate of increase in future compensation levels	4.75	%	4.75	%	3.83	%	4.14	%

The weighted-average discount rates, expected returns on plan assets, and rates of increase in future compensation levels used to determine the net benefit cost for the years ended December 31 are as follows:

	U.S. pension plans						Non-U.S. pension plans
	2005		2004		2003		2005		2004		2003
Weighted-average discount rate	5.75	%	6.25	%	6.75	%	5.25	%	5.57	%	5.71	%
Expected return on plan assets	8.75	%	9.00	%	9.50	%	6.66	%	6.85	%	6.84	%
Rate of increase in future compensation levels	4.75	%	4.75	%	5.00	%	4.14	%	4.55	%	4.39	%

The weighted average plan asset allocation at December 31, 2005, and 2004, and target allocation (not weighted) for 2006, are as follows:

	U.S. pension plans						Non-U.S. pension plans
	2006 Target		Percentage of plan assets				2006 Target		Percentage of plan assets
Asset Category	Allocation		2005		2004		Allocation		2005		2004
Equity Securities	80	%	80	%	81	%	44	%	47	%	40	%
Debt Securities	20	%	20	%	19	%	32	%	29	%	32	%
Other							24	%	24	%	28	%
Total	100	%	100	%	100	%	100	%	100	%	100	%

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

(in thousands)	U.S. pension plans		Non-U.S. pension plans
2006	$	22,649	$	844
2007	23,917		833
2008	25,161		1,576
2009	26,620		1,263
2010	28,074		2,201
Years 2011-2015	164,366		13,824

As of January 1, 2006, we have assumed that the expected long-term rate of return on plan assets will be 8.75 percent.  This is consistent with the 8.75 percent level assumed for 2005 and represents a decrease from the 9.0 percent level assumed for 2004.  To develop the expected long-term rate of return on assets assumption, we considered historical returns and future expectations.  Using

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historical long-term investment periods of 10, 15, and 20 years, our pension plan assets have earned compound annual rates of return of9.0 percent, 10.0 percent, and 10.0 percent, respectively, each in excess of our assumed rates.  In future years, we expect that returns will be lower than the historical returns discussed above due to a generally lower inflation and interest rate environment.  Considering this, we selected an 8.75 percent long-term rate of return on assets assumption as of January 1, 2006.  Using our target asset allocation for plan assets of 80 percent equity securities and 20 percent fixed income securities, our outside actuaries have used their independent economic model to calculate a range of expected long-term rates of return and have determined our assumptions to be reasonable.

At the end of each year, we determine the discount rate to be used to calculate the present value of pension plan liabilities.  This discount rate is an estimate of the current interest rate at which pension liabilities could be effectively settled at the end of the year.  In estimating this rate, we look to rates of return on high quality, fixed income investments that receive one of the two highest ratings given by a recognized ratings agency.  At December 31, 2005, we determined this rate to be 5.50 percent, a decrease of one fourth of one percent from the rate used at December 31, 2004.

For our non-U.S. pension plans we follow similar methodologies in determining the appropriate expected rates of return on assets and discount rates, to be used in our actuarial calculations for the pension plans offered in each individual country.  We tailor each of these assumptions in accordance with the historical market performance and prevailing market expectations for each respective country.  As a result, each pension plan contains unique assumptions, which reflect the general market environment within each respective country, and are often quite different from the corresponding assumptions applied to our U.S. pension plans.

Note 8 - POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

The Company sponsors several defined postretirement benefit plans that cover a majority of salaried and a portion of nonunion hourly employees.  These plans provide health care benefits and, in some instances, provide life insurance benefits.  Except for one closed-group plan, which is noncontributory, postretirement health care plans are contributory, with retiree contributions adjusted annually.  Life insurance plans are noncontributory.

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, the accumulated postretirement benefit obligation decreased by $1,233,000.  The effect of the Act on components of net periodic postretirement benefit cost for the year ended December 31, 2005, is as follows:

(in thousands)	2005
Interest cost on accumulated postretirement benefit obligation	$	(71	)
Recognized actuarial net (gain) or loss	(97		)
Net periodic postretirement benefit cost	$	(168	)

Net periodic postretirement benefit costs included the following components for the years ended December 31, 2005, 2004, and 2003.

(in thousands)	2005			2004		2003
Service cost - benefits earned during the year	$	658		$	614	$	414
Interest cost on accumulated postretirement benefit obligation	1,157			1,298		1,101
Amortization of prior service cost	(51		)	72		72
Recognized actuarial net (gain) or loss	37			95
Net periodic postretirement benefit cost	$	1,801		$	2,079	$	1,587

Changes in benefit obligation and plan assets, and a reconciliation of the funded status at December 31, 2005 and 2004, are as follows:

(in thousands)	2005			2004
Change in Benefit Obligation
Benefit obligation at the beginning of the year	$	20,748		$	21,424
Service cost	658			614
Interest cost	1,157			1,298
Plan amendments	6,897			(904		)
Actuarial (gain) or loss	657			(694		)
Benefits paid	(818		)	(990		)
Benefit obligation at the end of the year	$	29,299		$	20,748
Change in Plan Assets
Fair value of plan assets at the beginning of the year	$	0		$	0
Employer contribution	818			990
Benefits paid	(818		)	(990		)
Fair value of plan assets at the end of the year	$	0		$	0
Reconciliation of Funded Status
Funded (unfunded) status	$	(29,299	)	$	(20,748	)
Unrecognized net actuarial (gain) or loss	3,117			2,497
Unrecognized prior service cost	6,476			(472		)
Accrued postretirement benefit liability	$	(19,706	)	$	(18,723	)

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The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

(in thousands)	Benefit Payments
2006	$	1,544
2007	1,685
2008	1,803
2009	1,956
2010	2,101
2011-2015	12,745

The employer contributions for the years ended December 31, 2005 and 2004, were $818,000 and $990,000, respectively.  The expected plan asset contribution for 2006 is $1,544,000 which is expected to satisfy plan funding requirements.

The health care cost trend rate assumption has a significant effect on the amounts reported.  For measurement purposes, a 10.0 percent and 11.0 percent annual rate of increase in the per capita cost of covered health care benefits was assumed for 2005 and 2004, respectively; the rate was assumed to decrease gradually to 5.0 percent by the year 2011 and remain at that level thereafter.  A one-percentage point change in assumed health care trends would have the following effects:

(in thousands)	One Percentage Point Increase		One Percentage Point Decrease
Effect on total of service and interest cost components for 2005	$	211	$	(182	)
Effect on postretirement benefit obligation at December 31, 2005	$	2,861	$	(2,499	)

The Company’s actuarial valuation date is December 31.  The weighted-average discount rates used to determine the actuarial present value of the net postretirement projected benefit obligation for the years ended December 31, 2005 and 2004 are 5.50 percent and 5.75 percent, respectively.  The weighted-average discount rates used to determine the net postretirement benefit cost for the years ended December 31, 2005, 2004, and 2003 are 5.75 percent, 6.25 percent, and 6.75 percent, respectively.

Note 9 – STOCK OPTION AND INCENTIVE PLANS

Since 1987, the Company’s stock option and stock award plans have provided for the issuance of up to 13,800,000 shares of common stock to key employees.  As of December 31, 2005, 2004, and 2003, respectively, 1,664,071, 2,020,520, and 3,252,888, shares were available for future grants under these plans.  Shares forfeited by the employee become available for future grants.  The Company ceased granting stock options in 2004.

Options are granted at prices equal to fair market value on the date of the grant and are exercisable, upon vesting, over varying periods up to ten years from the date of grant.  Options for directors vest immediately, while options for Company employees generally vest over three years (one-third per year).  Details of the stock option plans at December 31, 2005, 2004, and 2003, are:

	Number of Shares		Per Share Option Price Range	Weighted- Average Price Per Share
Outstanding at December 31, 2002	2,589,256		$10.19 - $26.95	$	17.89
Granted in 2003	262,184		$24.82	$	24.82
Exercised in 2003	(78,892	)	10.19 - 12.31	11.54
Outstanding at December 31, 2003	2,772,548		$11.03 - $26.95	$	18.73
Exercisable at December 31, 2003	2,281,072		$11.03 - $26.95	$	17.83
Exercised in 2004	(392,168	)	11.03 - 17.36	14.10
Outstanding at December 31, 2004	2,380,380		$15.86 - $26.95	$	19.49
Exercisable at December 31, 2004	2,082,629		$15.86 - $26.95	$	18.90
Exercised in 2005	(237,002	)	16.16 - 22.04	17.40
Outstanding at December 31, 2005	2,143,378		$15.86 - $26.95	$	19.72
Exercisable at December 31, 2005	2,027,983		$15.86 - $26.95	$	19.43

The following table summarizes information about outstanding and exercisable stock options at December 31, 2005.

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding at 12/31/05	Weighted-Average Remaining Contractual Life	Weighted-Average Exercise Price		Number Exercisable at 12/31/05	Weighted- Average Exercise Price
$15.86 - $18.81	1,426,608	3.7 years	$	17.68	1,426,608	$	17.68
$22.04 - $26.95	716,770	4.6 years	$	23.78	601,375	$	23.58
	2,143,378	4.0 years	$	19.72	2,027,983	$	19.43

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Options were not granted in 2005 and 2004.  The weighted-average fair value of stock options granted during 2003 used in computing pro forma compensation expense disclosed in Note 1 was $9.91 per share.  The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:  dividend yield 2.3%, expected volatility 29.2%, risk-free interest rate 6.75%, and expected lives 10.0 years.

In 1994 and in 2001, the Company adopted a Stock Incentive Plan for certain key employees.  The 1994 and 2001 Plans provide for the issuance of up to 4,000,000 and 5,000,000 grants, respectively. Each Plan expires 10 years after its inception, at which point no further stock options or performance units may be granted.  Since 1994, 3,932,910 and 3,403,019 grants of either stock options or performance units (commonly referred to as restricted stock) have been made under the 1994 and 2001 plans, respectively.  Distribution of the performance units is made in the form of shares of the Company’s common stock on a one for one basis.  Distribution of the shares will normally be made not less than three years, nor more than six years, from the date of the performance unit grant.  All performance units granted under the plan are subject to restrictions as to continuous employment, except in the case of death, permanent disability, or retirement.  In addition, cash payments are made during the grant period on outstanding performance units equal to the dividend on Bemis common stock.  The cost of the awards is charged to income over the vesting period.  Total compensation expense related to these Plans was $16,464,000 in 2005, $13,776,000 in 2004, and $10,666,000 in 2003.

Details of the stock award plan at December 31, 2005, 2004, and 2003, are:

	2005		2004		2003
Outstanding shares granted at the beginning of the year	2,886,698		2,501,620		2,891,672
Shares Granted	603,537		1,372,644		206,004
Shares Paid	(172,016	)	(849,258	)	(471,898	)
Shares Canceled	(249,056	)	(138,308	)	(124,158	)
Outstanding shares granted at the end of the year	3,069,163		2,886,698		2,501,620

Note 10 – LONG-TERM DEBT

Debt consisted of the following at December 31,

(dollars in thousands)	2005		2004
Commercial paper payable through 2006 at a weighted-average interest rate of 4.3%	$	111,954	$	160,380
Notes payable in 2005 at an interest rate of 6.7%			100,000
Notes payable in 2008 at an interest rate of 6.5%	250,000		250,000
Notes payable in 2012 at an interest rate of 4.875%	300,000
Interest rate swap (fair market value)	5,029		14,943
Industrial revenue bond payable through 2012 at an interest rate of 3.8%	8,000		8,000
Debt of subsidiary companies payable through 2012 at interest rates of 2.5% to 14.0%	118,605		850
Obligations under capital leases	426		625
Total debt	794,014		534,798
Less current portion	3,907		912
Total long-term debt	$	790,107	$	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 weighted-average interest rate of commercial paper outstanding at December 31, 2005, was 4.3 percent.  The maximum outstanding during 2005 was $482,293,000, and the average outstanding during 2005 was $232,637,000.  The acquisition of Dixie Toga S.A. was initially financed through commercial paper.  The weighted-average interest rate during 2005 was 3.3 percent.

The industrial revenue bond has a variable interest rate which is determined weekly by a “Remarketing Agent” based on similar debt then available.  The interest rate at December 31, 2005, was 3.8 percent and the weighted-average interest rate during 2005 was 2.7 percent.  Debt of subsidiary companies include $82.4 million and $36.2 million for European (related to financing the Company’s dividend repatriation described in Note 12) and South American (assumed in the Dixie Toga S.A. acquisition) operations, respectively.

Long-term debt maturing in years 2006 through 2010 is $3,907,000, $11,898,000, $251,488,000, $200,225,000, and $341,000, respectively.  The Company is in compliance with all debt covenant agreements.

Under the terms of a revolving credit agreement with eight banks, the Company may borrow up to $500.0 million through September 2, 2009, including a $100 million multicurrency limit to support the financing needs of our international subsidiaries.  This credit facility is used primarily to support the Company’s issuance of commercial paper.  The Company currently pays a facility fee of 0.09 percent annually on the entire amount of the commitment.  As of December 31, 2005, outstanding multicurrency borrowings under the credit facility totaled $82.4 million which were used to fund the repatriation of international subsidiary earnings to the U.S. based parent company.  Borrowings from the credit agreement mature in September 2009 and charge a variable interest rate.

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The Company entered into three interest rate swap agreements with a total notional amount of $350.0 million in the third quarter of 2001, effectively converting a portion of the Company’s fixed interest rate exposure to a variable rate basis to hedge against the risk of higher borrowing costs in a declining interest rate environment. During 2005 one of these swaps terminated with the repayment of the underlying $100.0 million debt. The Company does not enter into interest rate swap contracts for speculative or trading purposes. The differential to be paid or received on the interest rate swap agreements is accrued and recognized as an adjustment to interest expense as interest rates change. The remaining interest rate swap agreements have been designated as hedges of the fair value of the Company’s fixed rate long-term debt obligation of $250.0 million, 6.5 percent notes due August 15, 2008.

The variable rate for each of the interest rate swaps is based on the six-month London Interbank Offered Rate (LIBOR), set in arrears, plus a fixed spread. The variable rates are reset semi-annually at each net settlement date. The net settlement benefit to the Company, which is recorded as a reduction in interest expense, was $4.3 million, $11.7 million, and $15.3 million in 2005, 2004, and 2003, respectively. At December 31, 2005 and 2004, the fair value of these interest rate swaps was $5.0 million and $14.9 million in the Company’s favor, as determined by the respective counterparties using discounted cash flow or other appropriate methodologies, and is included with deferred charges and other assets with a corresponding increase in long-term debt.

Note 11 – INCOME TAXES

(in thousands)	2005			2004		2003
U.S. income before income taxes	$	191,183		$	240,151	$	197,249
Non-U.S. income before income taxes	85,246			53,516		41,996
Income before income taxes	$	276,429		$	293,667	$	239,245
Income tax expense consists of the following components:
Current tax expense:
U.S. federal	$	66,395		$	57,091	$	42,544
Foreign	32,902			16,614		11,397
State and local	12,243			14,663		10,964
Total current tax expense	111,540			88,368		64,905
Deferred tax expense:
U.S. federal	(2,122		)	20,713		22,698
Foreign	2,855			1,409		1,676
State	1,627			3,210		2,821
Total deferred tax expense	2,360			25,332		27,195
Total income tax expense	$	113,900		$	113,700	$	92,100

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below.

(in thousands)	2005			2004			2003
Deferred Tax Assets:
Accounts receivable, principally due to allowances for returns and doubtful accounts	$	3,651		$	4,437		$	4,600
Inventories, principally due to additional costs inventoried for tax purposes	3,569			3,064			3,654
Employee compensation and benefits accrued for financial reporting purposes	14,664			12,841			12,453
Foreign net operating losses	10,179
Other	(4,242		)	923			1,741
Total deferred tax assets	$	27,821		$	21,265		$	22,448
Less valuation allowance	(3,167		)
Net deferred tax assets (included in prepaid expense)	$	24,654		$	21,265		$	22,448
Deferred Tax Liabilities:
Plant and equipment, principally due to differences in depreciation, capitalized interest, and capitalized overhead	$	127,803		$	144,391		$	136,254
Goodwill and intangible assets, principally due to differences in amortization	42,787			32,675			25,749
Noncurrent employee compensation and benefits accrued for financial reporting purposes	(3,413		)	(1,432		)	(10,092		)
Other	1,270			(1,762		)	(1,599		)
Net deferred tax liabilities	$	168,447		$	173,872		$	150,312

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The Company’s effective tax rate differs from the federal statutory rate due to the following items:

	2005					2004					2003
				% of					% of					% of
				Income					Income					Income
(dollars in thousands)	Amount			Before Tax		Amount			Before Tax		Amount			Before Tax
Computed “expected” tax expense on income before taxes at statutory rate	$	96,750		35.0	%	$	102,783		35.0	%	$	83,736		35.0	%
Increase (decrease) in taxes resulting from:
State and local income taxes net of federal income tax benefit	9,016			3.3		11,617			3.9		8,960			3.7
Foreign tax rate differential	637			0.2		(1,034		)	(0.4	)	(3,115		)	(1.3	)
Minority interest	2,078			0.8		171			0.1		305			0.1
Jobs Act repatriation	6,000			2.2
Other	(581		)	(0.3	)	163			0.1		2,214			1.0
Actual income tax expense	$	113,900		41.2	%	$	113,700		38.7	%	$	92,100		38.5	%

The American Jobs Creation Act of 2004 (the Jobs Act) provided U.S. corporations with a one-time opportunity to repatriate the undistributed earnings of non-U.S. subsidiaries at a potentially reduced U.S. tax cost. During 2005, the Company repatriated approximately $105.0 million of foreign earnings to the United States pursuant to the provisions of the Jobs Act. As a result, the Company recognized additional tax expense of approximately $6.0 million, net of available foreign tax credits, associated with the repatriation plan.

As of December 31, 2005, the Company had foreign net operating loss carryovers of approximately $30.5 million that are available to offset future taxable income. Approximately $9.9 million of the carryover expires over the period 2014-2015. The balance of the loss carryovers have no expiration. FAS No. 109, Accounting for Income Taxes, requires that a valuation allowance be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The Company’s management determined that a valuation allowance of $3.2 million against the deferred tax assets associated with the foreign net operating loss carryover was necessary at December 31, 2005.

The Company’s federal income tax returns for the years prior to 2002 have been audited and completely settled. Provision has not been made for U.S. or additional foreign taxes on $109,877,000 of undistributed earnings of foreign subsidiaries because those earnings are considered to be indefinitely reinvested in the operations of those subsidiaries. Repatriation of these undistributed earnings would only occur if such repatriation resulted in no additional tax. It is not practical to estimate the amount of tax that might be payable on the eventual remittance of such earnings.

Note 12 – LEASES

The Company has operating leases for manufacturing plants, land, warehouses, machinery and equipment, and administrative offices that expire at various times over the next 37 years. Under most leasing arrangements, the Company pays the property taxes, insurance, maintenance, and other expenses related to the leased property. Total rental expense under operating leases was approximately $13,178,000 in 2005, $13,137,000 in 2004, and $12,836,000 in 2003.

The Company has capitalized leases for a manufacturing site and some machinery and equipment that expire at various times over the next five years. The present values of minimum future obligations shown in the following chart are calculated based on an interest rate of approximately 4.0 percent, which is the lessor’s implicit rate of return. Interest expense on the outstanding obligations under capital leases was approximately $13,000 in 2005, $21,000 in 2004, and $32,000 in 2003.

Minimum future obligations on leases in effect at December 31, 2005, are:

(in thousands)	Capital Leases		Operating Leases
2006	$	186	$	5,596
2007	188		3,547
2008	46		3,093
2009	45		2,497
2010	0		1,993
Thereafter	0		4,509
Total minimum obligations	$	465	$	21,235
Less amount representing interest	39
Present value of net minimum obligations	$	426
Less current portion	171
Long-term obligations	$	255

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Note 13 – 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 conform to this organizational structure, with no significant differences in accounting policies applied. Minor intersegment sales are generally priced to reflect nominal markups. 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. While there are similarities in selected technology and manufacturing processes utilized between the Company’s business segments, notable differences exist in products, application and distribution of products, and customer base.

Products produced within the Flexible Packaging business segment service packaging applications for markets such as food, medical devices, personal care, agribusiness, chemicals, pet food, and tissue. Products produced within the Pressure Sensitive Materials business segment include film, paper, and metalized plastic film printing stocks used for primary package labeling, promotional decoration, bar code inventory control labels, and laser printing for administrative office and promotional applications. This segment also includes micro-thin film adhesives used in delicate electronic parts assembly and graphic films for decorative signage.

A summary of the Company’s business activities reported by its two business segments follows:

BUSINESS SEGMENTS   (in millions)	2005			2004			2003
Net Sales:
Flexible Packaging	$	2,856.2		$	2,250.1		$	2,101.6
Pressure Sensitive Materials	618.5			584.8			534.2
Intersegment Sales:
Flexible Packaging	(0.4		)	(0.5		)	(0.7		)
Pressure Sensitive Materials	(0.3		)				(0.1		)
Net Sales to Unaffiliated Customers	$	3,474.0		$	2,834.4		$	2,635.0
Operating Profit and Pretax Profit:
Flexible Packaging	$	332.7		$	308.3		$	263.8
Pressure Sensitive Materials	41.3			33.9			16.3
Total operating profit (1)	374.0			342.2			280.1
General corporate expenses	(53.0		)	(32.5		)	(27.5		)
Interest expense	(38.7		)	(15.5		)	(12.6		)
Minority interest in net income	(5.9		)	(0.5		)	(0.8		)
Income before income taxes	$	276.4		$	293.7		$	239.2
Identifiable Assets:
Flexible Packaging	$	2,471.2		$	1,869.8		$	1,780.8
Pressure Sensitive Materials	347.0			428.2			386.5
Total identifiable assets (2)	2,818.2			2,298.0			2,167.3
Corporate assets (3)	146.4			188.7			125.6
Total	$	2,964.6		$	2,486.7		$	2,292.9
Depreciation and Amortization:
Flexible Packaging	$	135.6		$	113.6		$	109.8
Pressure Sensitive Materials	13.9			15.4			16.5
Corporate	1.3			1.8			1.9
Total	$	150.8		$	130.8		$	128.2
Expenditures for Property and Equipment:
Flexible Packaging	$	164.5		120.9			$	99.2
Pressure Sensitive Materials	10.3			13.5			6.4
Corporate	12.2			0.1			0.9
Total	$	187.0		$	134.5		$	106.5

OPERATIONS BY GEOGRAPHIC AREA   (in millions)	2005		2004		2003
Net Sales to Unaffiliated Customers: (4)
United States	$	2,281.1	$	2,140.1	$	2,026.6
Canada	74.6		76.7		75.4
Europe	580.9		553.6		468.3
Other	537.4		64.0		64.7
Total	$	3,474.0	$	2,834.4	$	2,635.0
Identifiable Assets:
United States	$	1,723.2	$	1,722.4	$	1,665.0
Canada	31.9		36.8		32.5
Europe	370.5		471.7		412.4
Other	692.6		67.1		57.4
Total	$	2,818.2	$	2,298.0	$	2,167.3

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(1)Operating profit is defined as profit before general corporate expense, interest expense, income taxes, and minority interest.

(2)Identifiable assets by business segment include only those assets that are specifically identified with each segment’s operations.

(3)Corporate assets are principally prepaid expenses, prepaid income taxes, prepaid pension benefit costs, investment in the Brazilian joint venture (2004 and 2003), fair value of the interest rate swap agreements, and corporate property.

(4)Net sales are attributed to countries based on location of the Company’s manufacturing or selling operation.

Note 14 – COMMITMENTS AND CONTINGENCIES

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, Brazil. The City imposes a tax on the rendering of printing services. The City has assessed this 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 were 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) were estimated to be approximately $26.0 million at the date of acquisition. In the event of an adverse resolution, these estimated amounts could be increased for interest, monetary adjustments, and corrections.

The Company strongly disagrees with the City’s 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.  Six 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 December 2005. At this time, a discovery cut-off and a trial date have not been set.  The Company has also been named in three lawsuits filed in the California Superior Court in San Francisco. These three lawsuits, which have been consolidated, 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.  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 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

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in connection with an investigation of potential anticompetitive activities in the European paper and forestry products sector. A formal request for information was received by the Company on October 28, 2005.  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.

Note 15 – FINANCIAL INSTRUMENTS

The Company enters into forward exchange contracts to manage foreign currency exchange rate exposures associated with certain foreign currency denominated receivables and payables. Forward exchange contracts generally have maturities of less than nine months and relate primarily to major Western European currencies. The Company has not designated these derivative instruments as hedging instruments. At December 31, 2005 and 2004, the Company had outstanding forward exchange contracts with notional amounts aggregating $4,443,000 and $3,531,000, respectively. The net settlement amount (fair value) related to active forward exchange contracts is recorded on the balance sheet as part of accounts payable and as an expense element of other costs (income), net, which offsets the related transaction gains or losses and was not significant at December 31, 2005 and 2004.

The Company is exposed to changes in the fair value of its fixed-rate debt resulting from interest rate fluctuations. To hedge this exposure, the Company entered into three fixed-to-variable interest rate swaps during the third quarter of 2001, one of which settled in 2005 when the related long-term debt matured and was repaid. The remaining two interest rate swaps are accounted for as a fair value hedge. The terms of the interest rate swap agreements have been specifically designed to conform to the applicable terms of the hedged items and with the requirements of paragraph 68 of SFAS No. 133 to support the assumption of no ineffectiveness (changes in fair value of the debt and the swaps exactly offset). The fair value of these three interest rate swaps is recorded within long-term debt. Changes in the payment of interest resulting from the interest rate swaps are recorded as an offset to interest expense. See Note 10 for further discussion of the interest rate swaps.

The Company’s non-derivative financial instruments included cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings, and long-term debt. At December 31, 2005 and 2004, the carrying value of these financial instruments, excluding long-term debt, approximates fair value because of the short-term maturities of these instruments. The fair value of the Company’s long-term debt, including current maturities but excluding capitalized leases, is estimated to be $803,760,000 and $534,215,000 at December 31, 2005 and 2004, respectively, using discounted cash flow analyses and based on the incremental borrowing rates currently available to the Company for similar debt with similar terms and maturity.

The Company is exposed to credit loss in the event of non-performance by counterparties in interest rate swaps and forward exchange contracts. Collateral is generally not required of the counterparties or of the Company. In the unlikely event a counterparty fails to meet the contractual terms of an interest rate swap or foreign exchange forward contract, the Company’s risk is limited to the fair value of the instrument. The Company actively monitors its exposure to credit risk through the use of credit approvals and credit limits, and by selecting major international banks and financial institutions as counterparties. The Company has not had any historical instances of non-performance by any counterparties, nor does it anticipate any future instances of non-performance. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of entities comprising the Company’s customer base and their dispersion across many different industries and countries. As of December 31, 2005 and 2004, the Company had no significant concentrations of credit risk.

Note 16 – QUARTERLY FINANCIAL INFORMATION – UNAUDITED

	Quarter Ended
(dollars in millions, except per share amounts)	March 31		June 30		September 30		December 31		Total
2005
Net sales	$	831.9	$	879.9	$	870.1	$	892.1	$	3,474.0
Gross profit	155.3		167.9		172.7		179.7		675.6
Net income	32.2		41.2		44.2		44.9		162.5
Basic earnings per share	0.30		0.38		0.42		0.43		1.53
Diluted earnings per common share	0.30		0.38		0.41		0.42		1.51
2004
Net sales	$	684.0	$	712.9	$	711.9	$	725.6	$	2,834.4
Gross profit	144.0		154.4		146.8		150.5		595.7
Net income	43.0		45.8		43.8		47.4		180.0
Basic earnings per share	0.40		0.43		0.41		0.44		1.68
Diluted earnings per common share	0.40		0.42		0.41		0.44		1.67

The summation of quarterly net income per share may not equate to the calculation for the full year as quarterly calculations are performed on a discrete basis.

40

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A - - CONTROLS AND PROCEDURES

(a)  Management’s Conclusion Regarding the Effectiveness of Disclosure 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) under the Securities Exchange Act of 1934 (the “Exchange Act”)) of 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.

(b)  Management’s Report on Internal Control Over Financial Reporting

The management of Bemis Company, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the direction, supervision, and participation of the Chief Executive Officer and the Chief Financial Officer, the Company’s management conducted 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 (COSO-Framework). In accordance with the Securities and Exchange Commission’s published guidance, the Company’s assessment of internal control over financial reporting excluded the 2005 acquisition of Dixie Toga S.A. which represents approximately 13.1 percent of net sales for the year ended December 31, 2005, and 4.2 percent of total assets (excluding goodwill and identified intangible assets of Dixie Toga S.A.) as of December 31, 2005. Based on the results of this evaluation management has concluded that internal control over financial reporting was effective as of December 31, 2005.

Management’s assessment, utilizing the COSO-Framework criteria, of the effectiveness of internal control over financial reporting as of December 31, 2005, has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm, as stated in their report which is included in Item 8 of this Form 10-K.

(c)  Changes in Internal Control Over Financial Reporting

There has been no significant change in the Company’s internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B – OTHER INFORMATION

Not applicable.

PART  III  -  ITEMS 10, 11, 12, 13, and 14

ITEM 10 - - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required to be submitted in response to this item with respect to directors is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2005, and such information is expressly incorporated herein by reference.

The following sets forth the name, age, and business experience for at least the last five years of the principal executive officers of the Company. With the exception of Mr. Seifert, each officer has been an employee of the Company for the last five years and the positions described relate to positions with the Company.

Name	(Age)	Positions Held	Period The Position Was Held
William F. Austen	(47)	Vice President – Operations	2004 to present
		President and Chief Executive Officer – Morgan Adhesives Company (1)	2000 to present
		General Electric, various engineering, sales, marketing, and general management positions	1980 to 2000
Jeffrey H. Curler	(55)	President, Chief Executive Officer and Chairman of the Board	2005 to present
		President and Chief Executive Officer	2000 to 2005
		President and Chief Operating Officer	1998 to 2000
		President	1996 to 1998
		Executive Vice President	1991 to 1995
		Various R&D and management positions within the Company	1973 to 1991
Stanley A. Jaffy	(57)	Vice President and Controller	2002 to present
		Vice President - Tax and Assistant Controller	1998 to 2002
		Corporate Director of Tax	1987 to 1998

41

Name	(Age)	Positions Held	Period The Position Was Held
Melanie E.R. Miller	(42)	Vice President, Investor Relations and Treasurer	2005 to present
		Vice President, Investor Relations and Assistant Treasurer	2002 to 2005
		Director of Investor Relations	2000 to 2002
		Alliant Techsystems, Inc., various finance and investor relations positions	1992 to 2000
Eugene H. Seashore, Jr.	(56)	Vice President - Human Resources	2000 to present
		Vice President - Purchasing, Curwood, Inc. (2)	1999 to 2000
		Various human resource and management positions within the Company	1980 to 1999
James J. Seifert	(49)	Vice President, General Counsel and Secretary	2002 to present
		Tennant Company, Vice President, General Counsel and Secretary	1999 to 2002
Henry J. Theisen	(52)	Executive Vice President and Chief Operating Officer	2003 to present
		Vice President – Operations	2002 to 2003
		President - Bemis High Barrier Products (2)	2002 to 2003
		President - Curwood, Inc. (2)	1998 to 2003
		Various R&D, marketing, and management positions within the Company	1975 to 1998
Gene C. Wulf	(55)	Senior Vice President and Chief Financial Officer	2005 to present
		Vice President, Chief Financial Officer and Treasurer	2002 to 2005
		Vice President and Controller	1998 to 2002
		Vice President and Assistant Controller	1997 to 1998
		Various financial and management positions within the Company	1975 to 1997

(1)Morgan Adhesives Company is a 100% owned subsidiary of the Company.

(2)Bemis High Barrier Products includes the following 100 percent owned subsidiaries of the Company:  Banner Packaging, Inc., Bemis Clysar, Inc., Bemis Europe Holdings, S.A., Curwood, Inc., MacKay, Inc., Milprint, Inc., and Perfecseal, Inc.

The Company’s annual CEO certification to the NYSE for the previous year was submitted to the NYSE on August 11, 2005. The Company’s CEO and CFO executed the certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 which are filed as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K. No qualifications were taken with respect to any of the certifications.

ITEM 11 - - EXECUTIVE COMPENSATION

The information required to be submitted in response to this item is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2005, and such information is expressly incorporated herein by reference.

ITEM 12 - - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required to be submitted in response to this item is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2005, and such information is expressly incorporated herein by reference.

ITEM 13 - - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required to be submitted in response to this item is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2005, and such information is expressly incorporated herein by reference.

ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required to be submitted in response to this item is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2005, and such information is expressly incorporated herein by reference.

42

PART  IV – ITEM 15

ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)           The following documents are filed as part of Item 8 of this Annual Report on Form 10-K:

(1) Financial Statements

Management’s Responsibility Statement

Report of Independent Registered Public Accounting Firm

Consolidated Statement of Income for each of the Three Years Ended December 31, 2005

Consolidated Balance Sheet at December 31, 2005 and 2004

Consolidated Statement of Cash Flows for each of the Three Years Ended December 31, 2005

Consolidated Statement of Stockholders’ Equity for each of the Three Years Ended December 31, 2005

Notes to Consolidated Financial Statements

(2) Financial Statement Schedule for Years 2005, 2004, and 2003

All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

(3)  Exhibits

The Exhibit Index is incorporated herein by reference.

43

SIGNATURES

Pursuant to the requirements of Section 13 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.
By	/s/ Gene C. Wulf	By	/s/ Stanley A. Jaffy
	Gene C. Wulf, Senior Vice President		Stanley A. Jaffy, Vice President
	and Chief Financial Officer		and Controller
	Date March 10, 2006		Date March 10, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Gene C. Wulf	/s/ Stanley A. Jaffy
Gene C. Wulf, Senior Vice President	Stanley A. Jaffy, Vice President
and Chief Financial Officer	and Controller (principal accounting officer)
Date March 10, 2006	Date March 10, 2006
/s/ Jeffrey H. Curler	/s/ John G. Bollinger
Jeffrey H. Curler, Chairman of the Board,	John G. Bollinger, Director
President, and Chief Executive Officer	Date March 10, 2006
Date March 10, 2006
/s/ William J. Bolton	/s/ Winslow H. Buxton
William J. Bolton, Director	Winslow H. Buxton, Director
Date March 10, 2006	Date March 10, 2006
/s/ David S. Haffner	/s/ Barbara L. Johnson
David S. Haffner, Director	Barbara L. Johnson, Director
Date March 10, 2006	Date March 10, 2006
/s/ Timothy M. Manganello	/s/ Nancy Parsons McDonald
Timothy M. Manganello, Director	Nancy Parsons McDonald, Director
Date March 10, 2006	Date March 10, 2006
/s/ Roger D. O’Shaughnessy	/s/ Edward N. Perry
Roger D. O’Shaughnessy, Director	Edward N. Perry, Director
Date March 10, 2006	Date March 10, 2006
/s/ William J. Scholle	/s/ Philip G. Weaver
William J. Scholle, Director	Philip G. Weaver, Director
Date March 10, 2006	Date March 10, 2006

44

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
	10(a)	Bemis Company, Inc. 2001 Stock Incentive Plan.* (6)	Incorporated by Reference
	10(b)	Bemis Company, Inc. 1994 Stock Incentive Plan, Amended and
		Restated as of August 4, 1999.* (7)	Incorporated by Reference
	10(c)	Bemis Company, Inc. Form of Management Contract with Principal Executive Officers.* (8)	Incorporated by Reference
	10(d)	Bemis Retirement Plan, Amended and Restated as of December 31, 2005.*	Filed Electronically
	10(e)	Bemis Company, Inc. Supplemental Retirement Plan, Amended and Restated as of December 31, 1999.* (9)	Incorporated by Reference
	10(f)	Bemis Company, Inc. Supplemental Retirement Plan for Senior Officers.* (4)	Incorporated by Reference
	10(g)	Bemis Company, Inc. Long Term Deferred Compensation Plan,
		Amended and Restated as of August 4, 1999.* (7)	Incorporated by Reference
	10(h)	Bemis Executive Officer Incentive Plan as of October 29, 1999.* (10)	Incorporated by Reference
	10(i)	Bemis Company, Inc. 1997 Executive Officer Performance Plan.* (11)	Incorporated by Reference
	10(j)	Credit Agreement dated as of September 2, 2004, among the Registrant, the
		various banks listed therein, and Bank One, NA, as Administrative Agent. (12)	Incorporated by Reference
	10(k)	Resolution Amending Bemis Company, Inc. 2001 Stock Incentive Plan.* (4)	Incorporated by Reference
	10(l)	Bemis Investment Incentive Plan, Amended and Restated Effective as of January 1, 2006.*	Filed Electronically
	14	Financial Code of Ethics. (4)	Incorporated by Reference
	21	Subsidiaries of the Registrant.	Filed Electronically
	23	Consent of PricewaterhouseCoopers LLP.	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 19, 2001 (File No. 1-5277).
(7)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 1-5277).
(8)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (File No. 1-5277).
(9)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-5277).
(10)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (File No. 1-5277).
(11)	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).
(12)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (File No. 1-5277).

45

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

(in thousands)

	Balance at		Additions					Foreign						Balance
Year Ended	Beginning		Charged to					Currency						at Close
December 31,	of Year		Profit & Loss		Writeoffs			Impact			Other			of Year
RESERVES FOR DOUBTFUL ACCOUNTS AND ALLOWANCES
2005	$	16,935	$	14,638	$	(14,009	) (2)	$	(181	)	$	1,737	(1)	$	19,120
2004	$	14,949	$	13,851	$	(12,204	) (3)	$	339					$	16,935
2003	$	13,689	$	13,148	$	(12,870	) (4)	$	(224	)	$	1,206	(1)	$	14,949

(1) Acquired with business unit acquisition.

(2) Net of $478,000 collections on accounts previously written off.

(3) Net of $254,000 collections on accounts previously written off.

(4) Net of $1,633,000 collections on accounts previously written off.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of Bemis Company, Inc:

Our audits of the consolidated financial statements referred to in our report dated March 10, 2006, which report and consolidated financial statements are included at Item 8 in this Annual Report on Form 10-K also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Minneapolis, Minnesota

March 10, 2006

46

EX-10.(D)

EXHIBIT 10(d)

BEMIS RETIREMENT PLAN

(Amended and Restated Effective as of December 31, 2005)

BEMIS RETIREMENT PLAN

Table of Contents

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

i

Sec. 2.26	Hour of Service	5
Sec. 2.27	Leased Employee	5
Sec. 2.28	Long-Term Disability Plan	6
Sec. 2.29	Monthly Earnings	6
Sec. 2.30	Named Fiduciary	6
Sec. 2.31	Normal Retirement	6
Sec. 2.32	Normal Retirement Age	6
Sec. 2.33	Normal Retirement Date	7
Sec. 2.34	Participant	7
Sec. 2.35	Present Value	7
Sec. 2.36	Primary Social Security Benefit	7
Sec. 2.37	Qualified Employee	7
Sec. 2.38	Qualified Military Service	9
Sec. 2.39	Recognized Break In Service	9
Sec. 2.40	Service Ratio	9
Sec. 2.41	Termination of Employment	9
Sec. 2.42	USERRA	9
Sec. 2.43	Vested Termination	9
Sec. 2.44	Year of Eligibility Service	9
ARTICLE III            SERVICE PROVISIONS		10
Sec. 3.1	Employment Commencement Date	10
Sec. 3.2	Termination of Employment	10
Sec. 3.3	Recognized Break In Service	10
Sec. 3.4	Elapsed Time	10
Sec. 3.5	Credited Service	12
Sec. 3.6	Eligibility Computation Period	15
Sec. 3.7	Year of Eligibility Service	15
Sec. 3.8	Hour of Service	15
Sec. 3.9	Service Rules at Columbus, Indiana Facility	17
Sec. 3.10	Bemis Elapsed Time	17
ARTICLE IV            BENEFIT DEFINITIONS		18
Sec. 4.1	Normal Retirement	18
Sec. 4.2	Early Retirement	18
Sec. 4.3	Disability Retirement	18
Sec. 4.4	Vested Termination	18
Sec. 4.5	Accrued Monthly Pension	18
Sec. 4.6	Service Ratio	20
Sec. 4.7	Monthly Earnings	21
Sec. 4.8	Final Average Earnings	23
Sec. 4.9	Primary Social Security Benefit	24
Sec. 4.10	Actuarial Equivalent, Actuarial Value, Present Value	26
ARTICLE V            PLAN PARTICIPATION		28
Sec. 5.1	Eligibility for Participation	28

ii

Sec. 5.2	Duration of Participation	28
Sec. 5.3	No Guarantee of Employment	28
ARTICLE VI            PENSION BENEFITS		29
Sec. 6.1	Pension on Normal Retirement	29
Sec. 6.2	Pension on Early Retirement	29
Sec. 6.3	Pension on Disability Retirement	29
Sec. 6.4	Pension on Vested Termination	30
Sec. 6.5	Deduction for Other Pension Payments	30
Sec. 6.6	Amendments Affecting Pension Rights	31
Sec. 6.7	Suspension of Benefits and Effect of Reemployment	31
Sec. 6.8	Family Income Coverage	32
Sec. 6.9	Effect of Participation in Variable Annuity Fund Prior to January 1, 1969	32
Sec. 6.10	Preservation of Benefits Under Pre-1972 Formula	33
Sec. 6.11	Preservation of Benefits Under Pre-1997 Formula	33
Sec. 6.12	Special Vested Termination Provisions For Employees At Certain Discontinued Operations	35
Sec. 6.13	Special Enhanced Benefit for Certain Employees at Stow, Ohio	36
Sec. 6.14	Increase in Benefits for Persons Whose Benefits Commenced Prior to January 1, 1990	38
Sec. 6.15	Special Enhanced Benefit for Certain Employees at Bemis Clysar, Inc.	38
Sec. 6.16	Special Provisions Applicable to Employees at Murphysboro, Union City, and Nellis	39
ARTICLE VII            SURVIVOR’S BENEFITS		41
Sec. 7.1	Qualified Preretirement Survivor Annuity	41
Sec. 7.2	Qualified Joint and Survivor Annuity	43
Sec. 7.3	Election Procedure	43
Sec. 7.4	Optional Settlements	44
Sec. 7.5	Other Death Benefits	45
ARTICLE VIII            MISCELLANEOUS BENEFIT PROVISIONS		46
Sec. 8.1	Commencement Date for Pension Payments	46
Sec. 8.2	Payment of Small Amounts and Certain Consequences Thereof	47
Sec. 8.3	No Other Benefits	47
Sec. 8.4	Source of Benefits	47
Sec. 8.5	Incompetent Payee	47
Sec. 8.6	Assignment or Alienation of Benefits	47
Sec. 8.7	Payment of Taxes	48
Sec. 8.8	Conditions Precedent	48
Sec. 8.9	Company Directions to Funding Agency	48
Sec. 8.10	Benefits Not Increased by Actuarial Gains	49
Sec. 8.11	Pensions Not Decreased on Account of Certain Social Security Increases	49
Sec. 8.12	Maximum Limitations on Benefits	49
Sec. 8.13	Distributions Made in Accordance with Code § 401(a)(9)	50

iii

Sec. 8.14	Deemed Cash-Out Upon Termination of Employment for Unvested Participants	51
Sec. 8.15	Rollovers and Transfers to Other Qualified Plans	51
Sec. 8.16	Special Benefit Limitation	52
Sec. 8.17	Benefits of Reemployed Veterans	52
Sec. 8.18	Retroactive Annuity Starting Dates	53
ARTICLE IX            FUND		55
Sec. 9.1	Composition	55
Sec. 9.2	Funding Agency	55
Sec. 9.3	Compensation and Expenses of Funding Agency	55
Sec. 9.4	Securities and Property of Participating Employers	55
Sec. 9.5	No Diversion	56
Sec. 9.6	Employer Contributions	56
ARTICLE X            ACTUARY		57
Sec. 10.1	Appointment	57
Sec. 10.2	Responsibilities	57
Sec. 10.3	Compensation	57
Sec. 10.4	Resignation, Removal, and Successor	57
ARTICLE XI            ADMINISTRATION OF PLAN		58
Sec. 11.1	Administration by Company	58
Sec. 11.2	Certain Fiduciary Provisions	58
Sec. 11.3	Evidence	59
Sec. 11.4	Correction of Errors	59
Sec. 11.5	Records	59
Sec. 11.6	Claims Procedure	59
Sec. 11.7	Bonding	60
Sec. 11.8	Waiver of Notice	60
Sec. 11.9	Agent For Legal Process	60
Sec. 11.10	Indemnification	60
ARTICLE XII            AMENDMENT, TERMINATION, MERGER		61
Sec. 12.1	Amendment	61
Sec. 12.2	Reorganization of Participating Employer	61
Sec. 12.3	Termination	61
Sec. 12.4	Partial Termination	63
Sec. 12.5	Merger, Consolidation, or Transfer of Plan Assets	64
Sec. 12.6	Deferral of Distributions	64
ARTICLE XIII            MISCELLANEOUS PROVISIONS		65
Sec. 13.1	Headings	65
Sec. 13.2	Capitalized Definitions	65
Sec. 13.3	Gender	65
Sec. 13.4	Use of Compounds of Word	65

iv

Sec. 13.5	Construed as a Whole	65
ARTICLE XIV            TOP-HEAVY PLAN PROVISIONS		66
Sec. 14.1	Key Employee Defined	66
Sec. 14.2	Determination of Top-Heavy Status	66
Sec. 14.3	Minimum Accrued Benefit	68
Sec. 14.4	Vesting Schedule	69
Sec. 14.5	Definition of Employer	70
Sec. 14.6	Exception For Collective Bargaining Unit	70
Schedule A		71
Appendix A		73
Appendix B		77
Appendix C		79
Appendix D		82
Appendix E		86
Appendix F		87
Appendix G		88
Appendix H		90
Appendix I		91
Appendix J		92

v

BEMIS RETIREMENT PLAN

(Amended and Restated Effective as of January 1, 2006)

ARTICLE I

GENERAL

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

Sec. 1.2  Purpose. The Plan has been established so that eligible employees will have a source of retirement income in addition to the other sources of retirement income available to them.

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

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

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

Sec. 1.6  Participating Employer. The Company is a Participating Employer in the Plan. With the consent of the Company, any other employer may also become a Participating Employer effective as of a date specified by it in its adoption of the Plan. Also with such consent, any such adopting employer may modify the provisions of the Plan as they shall be applicable to its employees. The other Participating Employers on January 1, 2006 are:

(a)Banner Packaging, Inc., a Wisconsin corporation.

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

(c)Bemis Longview, Inc., a Texas corporation.

(d)Bemis Shelbyville, Inc., a Tennessee corporation.

(e)Curwood, Inc. a Delaware corporation.

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

1

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

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

(i)Morgan Adhesives Company, an Ohio corporation.

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

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

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

Sec. 1.9  Transition Rules. The Plan has been amended from time to time. Each such amendment is effective as of the date specified in the amendment.

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ARTICLE II

MISCELLANEOUS DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

Sec. 2.9  Bemis Elapsed Time. “Bemis Elapsed Time” is defined in Sec. 3.10.

Sec. 2.10  Beneficiary. A “Beneficiary” is the person or persons, natural or otherwise, designated by a Participant to receive any death benefit payable under Sec. 7.4(a) (life and 120

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months certain) or 7.5 (other death benefits). Participants covered by certain Appendices to the Plan may also designate a Beneficiary to receive death benefits provided by the Appendices, as follows: (i) Appendix A – Sec. 7.4, (ii) Appendix C – Sec. 7, Appendix D – Sec. 6, and Appendix J – Sec. 2. A Participant who has designated a Beneficiary may, without the consent of such Beneficiary, alter or revoke such designation. To be effective, any such designation, alteration, or revocation shall be in writing, in such form as the Company may prescribe, and shall be filed with the Company prior to the Participant’s death. If at the time a death benefit becomes payable there is not on file with the Company a fully effectual designation of Beneficiary, or if the designated Beneficiary does not survive the Participant, the Beneficiary shall be the person or persons surviving the Participant in the first of the following classes in which there is a survivor, share and share alike:

(a)the Participant’s spouse;

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

(c)the Participant’s parents;

(d)the Participant’s brothers and sisters;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sec. 2.28  Long-Term Disability Plan. “Long Term Disability Plan” for purposes of this Plan means the long-term disability insurance which covers most salaried and office clerical employees of the Participating Employers, the premiums for which are paid in part by the Participating Employers, which on January 1, 2005 is being provided through CIGNA long-term disability policy LK 6337 (Class 1). “Long-Term Disability Plan” for purposes of this Plan does not include the long-term disability insurance offered initially in 2005 to certain non-exempt plant employees through CIGNA long-term policy LK 6337 (Class 3), premiums for which are fully payable by the employees.

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

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

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

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

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

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

(b)However, if a Participant’s earliest Employment Commencement Date is on or after March 1, 2000 and is on or after the date the Participant attains age 62, his or her Normal Retirement Age is not earlier than the third annual anniversary of his or her date of hire. For example, if a Participant is hired July 1, 2003, and is 68

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on the date of hire, “Normal Retirement Age” is July 1, 2006, three years after the date of hire.

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

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

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

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

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

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

(a)Qualified Employee includes:

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

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

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

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

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

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

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

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

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

(1)Bemis Custom Products (formerly Paramount Texas).

(2)Banner Oshkosh.

(3)Fremont.

(4)Hazleton.

(5)MACtac Scranton.

(6)Milprint Corporate - Oshkosh.

(7)Milprint Denmark.

(8)Milprint Lancaster.

(9)Milprint Lebanon.

(10)Perfecseal Philadelphia.

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

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

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

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

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

(1)Enterprise Software, Inc.

(2)Paramount Chalfont.

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

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

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

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

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

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

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

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

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ARTICLE III

SERVICE PROVISIONS.

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

Sec. 3.2  Termination of Employment. The “Termination of Employment” of an employee for purposes of the Plan shall be deemed to occur on the date of resignation, discharge, retirement, death, failure to return to active work at the end of an authorized leave of absence or the authorized extension or extensions thereof, failure to return to work when duly called following a temporary layoff, or upon the happening of any other event or circumstance which, under the policy of his or her employer as in effect from time to time, results in the termination of the employer-employee relationship; provided, however, that “Termination of Employment” shall not be deemed to occur upon a transfer between any combination of Participating Employers and Affiliates. If a Participant becomes eligible to receive benefits under the Long-Term Disability Plan, Termination of Employment for purposes of the Plan will be deemed not to have occurred until termination of the Participant’s benefits under the Long-Term Disability Plan. The preceding sentence does not apply in cases where a Participant is receiving long-term disability benefits from a source other than the Long-Term Disability Plan.

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

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

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

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

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

(b)With respect to employers participating in the Plan on December 31, 1969, service rendered by an employee prior to the date his or her employer adopted the Plan shall be recognized as Elapsed Time only to the extent service with the employer was recognized as continuous service under the Plan as in effect on December 31, 1969; provided, however, that service with Jaite Paper Bag Company; Claremont Paper Mills, Inc.; W. T. Winn Company; Cello-Vision Corporation; Clear Bag-Winnpak, Inc.; and Mountain Paper Products Corporation shall be included in Elapsed Time.

(c)Except as otherwise specifically provided herein, service with an employer prior to the date it becomes a Participating Employer or Affiliate shall not be included in an employee’s Elapsed Time. However, if a Participant was an employee of any entity listed in this subsection immediately prior to the acquisition of that entity or some or all of its assets by the Company or an Affiliate, the Participant’s Elapsed Time for purposes of determining vesting under the Plan and for purposes of determining eligibility for an Early Retirement benefit, Disability Retirement benefit, or Qualified Preretirement Survivor Annuity shall include continuous service beginning on the Participant’s last date of hire prior to such acquisition date. However, the pre-acquisition service is not recognized as Credited Service. Preacquisition service at locations acquired before 1981 is recognized to the extent provided in Sec. 3.4(c) of the Plan as in effect on January 1, 1994.

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

(2)Princeton Packaging Co., from which the Company acquired certain plants on February 4, 1993.

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

(4)Hargro Health Care Packaging, acquired January 20, 1994.

(5)Banner Packaging, Inc., acquired October 5, 1995 and the predecessor corporation which operated the Banner plant before acquisition by Bemis.

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

(7)Paramount Packaging Corporation, acquired January 1, 1997.

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

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

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

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

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

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

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

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

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

(f)Solely for purposes of determining whether a Participant’s attained age and Elapsed Time totals 65 or more so that the individual satisfies the requirements of Sec. 6.16(b), an individual placed on leave of absence due to closing of the Murphysboro, Illinois and Union City, California locations in September, 2003, or due to closing of the Nellis, Nevada facility in March, 2004 will be credited with Elapsed Time for the period of said leave of absence. Such additional Elapsed Time will not be recognized as Credited Service.

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

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

(1)An employee who was a Qualified Employee on January 1, 1976 shall be deemed to be a Qualified Employee during periods of service prior to said date during which he or she would have been a Qualified Employee but

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for the fact he or she was neither compensated in whole or in part on a regular stated salary basis nor employed in an office clerical position. Credited Service for the period prior to January 1, 1976 shall be adjusted to reflect such additional service as a Qualified Employee.

(2)If a former employee was not an employee of a Participating Employer or Affiliate on January 1, 1976 but subsequently was re-employed and became a Qualified Employee upon re-employment, he or she shall be deemed to be a Qualified Employee during periods of service prior to January 1, 1976 during which he or she would have been a Qualified Employee but for the fact he or she was neither compensated in whole or in part on a regular stated salary basis nor employed in an office clerical position; provided, however, that he or she shall not be deemed to be a Qualified Employee for any such additional period with respect to which he or she is eligible to receive a vested benefit pursuant to any other pension plan that meets the requirements of Code § 401(a). Credited Service for the period prior to January 1, 1976 shall be adjusted to reflect such additional service as a Qualified Employee.

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

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

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

(6)If a Participant transfers from a position as a Qualified Employee in the United States to a position in Brazil as an employee of ITAP/BEMIS Ltda., later returns to a position as a Qualified Employee in the United States, and remains a Qualified Employee for at least 12 months after the

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transfer back to the United States, his or her service in Brazil will be recognized as Credited Service. Except as provided in the preceding sentence, service as an employee of ITAP/Bemis Ltda. is not Credited Service.

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

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

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

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

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

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

(d)If a leave of absence or layoff continues for longer than 365 calendar days, the period of such leave of absence or layoff in excess of 365 calendar days shall not be counted as Credited Service. However, the foregoing limitation does not apply to periods while the Participant is receiving benefits under the Long Term Disability Plan.

(e)If a Participant withdrew employee contributions or received a single sum distribution in lieu of a monthly pension, his or her Credited Service will be

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disregarded if so provided in the Plan provision pursuant to which the withdrawal or distribution occurred.

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

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

Sec. 3.6  Eligibility Computation Period. An employee’s first Eligibility Computation Period is the 12-consecutive-month period beginning on his or her Employment Commencement Date. His or her second Eligibility Computation Period is the Plan Year commencing in said 12-consecutive-month period. Each subsequent Plan Year prior to the end of the Plan Year in which the employee has a 1-Year Break in Service is an Eligibility Computation Period. If subsequent to a 1-Year Break in Service the employee had another Employment Commencement Date, Eligibility Computation Periods for the period beginning on such date shall be computed as though such date were the first Employment Commencement Date.

Sec. 3.7  Year of Eligibility Service. A “Year of Eligibility Service” means an Eligibility Computation Period in which an employee completes 1000 or more Hours of Service. If an employee has a Termination of Employment and is later rehired by a Participating Employer or Affiliate, Years of Eligibility Service prior to said Termination of Employment shall not be disregarded by reason of said Termination of Employment. If a period of preacquisition service at a location is recognized as Elapsed Time for vesting under Sec. 3.4, Hours of Service during that period will also be recognized for purposes of determining Years of Eligibility Service.

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

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

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

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

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

15

terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty, or leave of absence, is an Hour of Service, subject to the following:

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

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

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

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

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

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

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

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

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

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

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

Sec. 3.10.  Bemis Elapsed Time.  “Bemis Elapsed Time” means a Participant’s whole and fractional years of Elapsed Time through December 31, 2005 determined under Sec. 3.4 but disregarding the pre-acquisition service referred to in Sec. 3.4(c). That is to say, Bemis Elapsed Time is limited to service with the Company, Affiliates of the Company (but only during the period while the Affiliate is under Common Control with the Company), and with ITAP/Bemis Ltda. Service after 2005 is not included in Bemis Elapsed Time.

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ARTICLE IV

BENEFIT DEFINITIONS

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

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

Sec. 4.3  Disability Retirement. If the Company determines upon the basis of competent medical advice that a Participant’s Termination of Employment occurred because he or she is permanently disabled by bodily injury or disease from performing the regular duties of his or her position with a Participating Employer, and if at the time of such Termination of Employment the Participant has attained age 50 and completed 10 years of Elapsed Time, such Termination of Employment shall be considered to be a “Disability Retirement.”  Notwithstanding any provision of the Plan to the contrary, if a Participant becomes eligible to receive benefits under the Long-Term Disability Plan, his or her Termination of Employment will be deemed not to have occurred until the termination of such benefits. Prior to the termination of such benefits, he or she shall be considered to be a Qualified Employee and Monthly Earnings shall be deemed to remain the same as last determined.

Sec. 4.4  Vested Termination. “Vested Termination” means any Termination of Employment of a Participant (except termination by his or her death) that occurs after he or she completes 5 years of Elapsed Time and that is not defined herein as a form of retirement.

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

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

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

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

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

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

(ii)30 years.

(C)The Participant’s Service Ratio.

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

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

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

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

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

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

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

(i)30 years

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1)An amount equal to his or her regular monthly salary as in effect on January 1 of said Plan Year plus, where applicable, an amount equal to the total commissions paid to him or her during the preceding Plan Year divided by 12. In any case where an employee was not a Qualified Employee on January 1 of a Plan Year, but transferred to a position as a Qualified Employee on a later date in said Plan Year, Monthly Earnings for said Plan Year shall be determined according to the preceding sentence except that said amount shall be based on salary in effect immediately following said transfer. Said amount shall not exceed one-twelfth the annual limit under Code § 401(a)(17) in effect on said January 1. For example, Monthly Earnings determined under this paragraph on the basis of a Participant’s January 1, 2005 salary rate may not exceed $17,500, reflecting the 2005 Code § 401(a)(17) limit.

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

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

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

However, if the employee was never a Qualified Employee at any time during the preceding Plan Year, this paragraph (2) shall not be applicable and Monthly Earnings shall be determined pursuant to paragraph (1). Said sum shall not exceed the limit under Code § 401(a)(17) for the preceding Plan Year. For example, Monthly Earnings determined under this paragraph for 2005 on the basis of 2004 total compensation and earned bonus may not exceed $17,083.33, which is one-twelfth of the 2004 Code § 401(a)(17) limit.

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

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

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

(c)Notwithstanding the foregoing:

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

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

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

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

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

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

(e)For any period while a Participant is absent from work and receiving benefits under the Long-Term Disability Plan, his or her Monthly Earnings will be deemed to remain at the same level last determined prior to the period of absence. However, the preceding sentence does not apply in cases where a Participant is receiving long-term disability benefits from a source other than the Long-Term Disability Plan.

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

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

(h)The Code § 401(a)(17) limit referred to in (a) and (b) is $200,000 for 2002 and all prior Plan Years, and is subject to a cost of living adjustment for Plan Years after 2002. The limit for 2006 is $220,000.

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

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

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

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

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

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

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

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

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

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

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

(c)If an employee does not elect to supply the Company with actual wage history, any estimate of wage history prior to his or her Termination of Employment or Employment Commencement Date shall be made by applying a salary scale, projected backwards, to the employee’s annual rate of compensation as in effect immediately after the period for which the estimate is being made. Said scale is the actual percentage change in average wages from year to year as determined by the Social Security Administration.

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

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

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

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

(h)If an employee’s Termination of Employment occurs immediately after a period during which he or she was eligible to receive benefits under the Long-Term Disability Plan, the following will be applicable:

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

(2)After the later of (i) December 31, 1975 or (ii) the December 31 immediately preceding the date as of which he or she became eligible to receive such benefits, there will be no benefits or wage base changes under the Social Security Act resulting from changes in the cost of living.

This subsection is not applicable in (i) any case where an employee returns to active employment with a Participating Employer or Affiliate after a period of long term disability, or (ii) in any case where an employee is receiving long-term disability benefits from a source other than the Long-Term Disability Plan.

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

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

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

Form of Benefit	Factor
Sec. 7.2 (Qualified Joint and Survivor Annuity) and Sec. 7.4 (Joint and ½ Survivor Annuity)	90% increased by 3/4 of 1% for each year that the Participant’s spouse or designated joint annuitant is older than the Participant and decreased by 3/4 of 1% for each year that the Participant’s spouse or designated joint annuitant is younger than the Participant; provided, however, that such factor shall never exceed 100%.
Sec. 7.4 (Joint and 3/4 Survivor Annuity)	85% increased by 88/100 of 1% for each year that the Participant’s designated joint annuitant is older than the Participant and decreased by 88/100 of 1% for each year that the Participant’s designated joint annuitant is younger than the Participant; provided, however, that such factor shall never exceed 100%.
Sec. 7.4 (Joint and Full Survivor Annuity)	80% increased by 1% for each year that the Participant’s designated joint annuitant is older than the Participant and decreased by 1% for each year that the Participant’s designated joint annuitant is younger than the Participant; provided, however, that such factor shall never exceed 100%.
Sec. 7.4 (Life and 10 Years Certain)	91%

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

(b)For determinations pursuant to Sec. 8.12, each “Actuarial Equivalent” or “Present Value” shall be determined as follows:

(1)For purposes of adjusting the Code § 415 limits under Sec. 8.12 in cases where a Participant’s benefit begins before age 62, or in cases where the benefit is paid in a form other than a life annuity or qualified joint and survivor annuity, the interest rate will be 5% and the mortality table referred to in Sec. 4.10(c)(2) will be used.

(2)The Code § 415 limit in cases where a Participant’s benefit begins after the Participant reaches age 65 is the same as the limit at age 65 (subject to any applicable cost of living increase).

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

(1)The interest rate used to calculate any lump sum paid during a Plan Year will be the annual interest rate on 30-year treasury securities as specified by the Commissioner of Internal Revenue for October of the Plan Year preceding the Plan Year in which the payment is made.

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

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

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

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ARTICLE V

PLAN PARTICIPATION.

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

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

(a)His or her Termination of Employment.

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

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

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ARTICLE VI

PENSION BENEFITS.

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

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

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

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

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

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

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

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

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

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

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

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

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is recognized under both plans, benefits earned under this Plan for such service will be offset by benefits earned under the BHRP for the same service.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(h)If the reemployment date is after December 31, 2005:

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

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

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

Sec. 6.9  Effect of Participation in Variable Annuity Fund Prior to January 1, 1969. Pursuant to Article 9 of the Plan as in effect prior to the revision of the Plan effective January 1, 1969, members could elect to have a portion of their accrued benefits funded through a “Variable Annuity Fund.” Effective as of January 1, 1969, said elections were no longer effective and said Variable Annuity Fund was discontinued with respect to Participants hereunder.  However, a Participant in the Plan on or after January 1, 1969 who made such election under the prior

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provisions of the Plan shall be deemed to have made a contribution in support of the Plan on December 31, 1968 in an amount equal to the increase in value as of that date of all contributions on his behalf that were allocated to said Variable Annuity Fund, to the extent such increase is attributable to the investment experience of the Variable Annuity Fund in excess of the assumed yield rate for said Variable Annuity Fund.  The Actuary shall determine the amount to be so credited to each such Participant as of December 31, 1968 in a manner consistent with the provisions of said Article 9 of the Plan as previously in effect.  At such time as a Participant who made such an election under the prior provisions of the Plan becomes entitled to a benefit under the foregoing provisions of this Article VI, he or she shall be entitled to a supplemental benefit, which shall be in the same form as the benefit under said provisions.  Said supplemental benefit shall be the Actuarial Equivalent of the amount deemed to be an employee contribution pursuant to this section, together with Accumulated Interest from the year 1968.

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

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

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

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

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

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

(B)The individual was an active employee on January 1, 1997 in a group that became eligible to participate in the Plan on said date, and if the individual became an employee of the Company or a Company subsidiary through an acquisition, the acquisition

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occurred before July 1, 1996.  (Individuals who became employees of the Company or its subsidiaries through acquisitions on or after July 1, 1996 do not satisfy this requirement.)

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

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

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

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

(2)Early Retirement Reduction Factors.  If an Eligible Employee has an Early Retirement and elects to have his or her pension begin before Normal Retirement Age, the monthly amount of said pension shall be equal to his or her Accrued Monthly Pension, multiplied by the early retirement factor determined from the table set forth below according to the Participant’s age when payments commence:

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

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(A proportionate intermediary percentage will be applied for each completed month after the given age is attained.)

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

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

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

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

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

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

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

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(a)Locations and dates covered:

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

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

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

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

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

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

(c)If a Participant meets the foregoing requirements, the monthly pension on Vested Termination payable under Sec. 6.4 on a life only basis beginning the month following the Participant’s attainment of age 65 will not be determined under Sec. 4.5(a)(1), but rather will be determined under Sec. 4.5(a)(2).  If the Participant elects to have the pension begin after he or she attains age 55, but before age 65, it will be subject to the reduction factors specified in Sec. 6.4.

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

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

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

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

(3)The Participant elected Termination of Employment during a window period established by the Company, the last day of which shall be not later than October 31, 1998.  A Participant may make such an election by

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

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

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

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

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

(3)Any full points which were not applied to increase Credited Service will be converted to full years of age and applied to increase the Participant’s deemed age for purposes of calculating the benefit on Early Retirement.  (Only full points will be used for this purpose; fractional points will be disregarded.)  The reduction factor for early commencement in Sec. 6.2 and Sec. 6.11(b)(2) will be based on the Participant’s deemed age rather than his or her actual age.  For example, the remaining 3 full points of the

37

61 year old Participant referred to in (1) and (2) would be converted to 3 years of age, bringing him to a deemed age of 64 for purposes of determining his early retirement reduction factor.  A Participant’s deemed age after such enhancement shall not be more than 65.

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

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

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

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

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

(a)A Bemis Clysar Participant whose Termination of Employment occurs after he or she attains age 60 will be entitled to a pension payable monthly for life, the first payment to be made as of the first day of the month following his or her

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Termination of Employment and the last as of the first day of the month in which his or her death occurs, in a monthly amount equal to his or her Accrued Monthly Pension.

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

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

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

(c)If a Bemis Clysar Participant has a Termination of Employment after completing at least five years of Elapsed Time but under circumstances where neither (a) nor (b) is applicable (i.e., termination before age 55 regardless of length of service, or between ages 55 and 60 with fewer than 10 years of Elapsed Time), his or her pension will be determined under Sec. 6.4.

Sec. 6.16  Special Provisions Applicable to Employees at Murphysboro, Union City, and Nellis.   If a Participant employed at a location listed in subsection (a) has a Termination of Employment due to the closing of said locations, and he or she meets the requirements of subsection (b), his or her pension will be calculated as provided in subsection (c):

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

(1)Murphysboro, Illinois – closed September 2003.

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

(3)Nellis, Nevada – closed March 2004.

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

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

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

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

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ARTICLE VII

SURVIVOR’S BENEFITS.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(b)The Company, within a reasonable period of time before the due date for the Participant’s first pension payment (and consistent with such regulations as the Secretary of the Treasury may prescribe), shall furnish the Participant with a written explanation of (i) the Qualified Joint and Survivor Annuity, (ii) the election and revocation procedures in Sec. 7.3, and (iii) the effect of an election or revocation.

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

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

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

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

(a)The “election period” for waiver of the Qualified Preretirement Survivor Annuity begins on the earlier of (i) the first day of the Plan Year in which the Participant attains age 35 or (ii) the date of the Participant’s Termination of Employment and ends on the date of his or her death.  The “election period” for the Qualified Joint and Survivor Annuity is the 90 day period ending on the due date of the Participant’s first pension payment.

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

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

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

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

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

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

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

However, the above requirements will be deemed to be satisfied if it is established to the satisfaction of a Plan representative that the spouse’s consent may not be obtained because there is no spouse, because the spouse cannot be located, or because of such other circumstances as the Secretary of the Treasury may by regulations prescribe.  Any consent by a spouse, or establishment that the consent of a spouse may not be obtained, shall be effective only with respect to such spouse.  A consent by a spouse is not revocable by that spouse.

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

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

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continued to his or her Beneficiary until a total of 120 monthly payments have been made to the Participant and Beneficiary.

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

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

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

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

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

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

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ARTICLE VIII

MISCELLANEOUS BENEFIT PROVISIONS.

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

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

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

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

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

(1)The calendar year in which the Participant attains age 70½.

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

If a Participant’s pension commences after April 1 following the Plan Year he or she attains age 70½, the monthly pension amount will be increased by an amount which is the Actuarial Equivalent of the additional amount he or she would have received if (i) his or her pension had commenced April 1 following the Plan Year he or she attained age 70½, and (ii) the monthly pension amount was adjusted each January 1 thereafter to reflect additional benefit accruals.

(c)However, if (i) the Participant is a 5% owner as defined in Code § 416 or (ii) the Participant attained age 70½ prior to January 1, 2000, his or her pension shall commence not later than April 1 following the calendar year he or she attains age 70½, regardless of whether Termination of Employment has yet occurred.  In such cases, the calculation of the initial pension amount shall be based on the assumption that Termination of Employment occurred on December 31 of the Plan Year in which the Participant attains age 70½.  The amount of the monthly payments in each Plan Year following the Plan Year in which payments commence shall be adjusted to reflect any additional benefit accrued through December 31 of the preceding Plan Year.

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

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

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

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

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

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

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

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

Sec. 8.6  Assignment or Alienation of Benefits.  Except as otherwise expressly permitted by the Plan or required by law, the interests of persons entitled to benefits under the

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Plan may not in any manner whatsoever be assigned or alienated, whether voluntarily or involuntarily, or directly or indirectly, subject to the following:

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

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

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

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

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

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

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

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

Sec.  8.12  Maximum Limitations on Benefits.  Notwithstanding any provision of the Plan to the contrary, a Participant’s benefit under the Plan shall not exceed the maximum amount permitted under Code § 415. For purposes of the preceding sentence:

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

(1)The amount permitted by Code § 415(b)(1)(A), which is $175,000 for 2006 and is subject to a cost of living adjustment for years after 2005.

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

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

(c)The limit in (a)(1) applies to benefits beginning at or after attainment of age 62.  If a Participant’s benefit commences before age 62, the limit in (a)(1) shall be reduced so that it is the Actuarial Equivalent of a $175,000 annual benefit commencing at age 62.

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

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

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

(g)If a former employee receives a single sum payment from his or her employer of the Actuarial Equivalent of his or her benefit in excess of the limits under this section, cost of living adjustments under subsection (a)(1) will not have the effect of increasing the benefit under this Plan to an amount higher than the amount upon which said single sum payment was predicated.

(h)For purposes of this section, “Compensation” means a Participant’s earned income, wages, salaries, and fees for professional services and other amounts received for personal services actually rendered in the course of employment with the Participating Employers and Affiliates (including, but not limited to, commissions, compensation for services on the basis of a percentage of profits and bonuses), subject to the following:

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

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

(3)Compensation excludes amounts realized from the exercise of a nonqualified stock option, or from the disposition of stock acquired under an incentive stock option, or when restricted stock (or property) held by the Participant either becomes transferable or is no longer subject to a substantial risk of forfeiture.

(4)Compensation recognized for an employee for a Plan Year shall not exceed the amount permitted by Code § 401(a)(17), which is $220,000 for 2006 and is subject to a cost of living adjustment for years after 2006.

Sec. 8.13  Distributions Made in Accordance with Code § 401(a)(9) .  Distributions hereunder shall be made in accordance with the requirements of Code § 401(a)(9) and regulations thereunder, including Treasury Regulation Section 1.401(a)(9)-1 through 9.  Any

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provisions of the Plan that are inconsistent with Code § 401(a)(9) and the regulations thereunder shall be deemed inoperative.

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

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

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

(b)Eligible retirement plan:  An eligible retirement plan is an individual retirement account described in Code § 408(a), an individual retirement annuity described in Code § 408(b), an annuity plan described in Code § 403(a), an eligible deferred compensation plan described in Code § 457(b) maintained by a governmental entity which agrees to separately account for amounts transferred from this Plan, and a tax sheltered annuity contract described in Code § 403(b) that accepts the distributee’s eligible rollover distribution.

(c)Distributee:  A distributee means a Participant, a Participant’s surviving spouse, or a former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code § 414(p).  Individuals other than those named in this subsection are not permitted to roll over distributions from the Plan.

(d)Automatic rollovers:  On or after March 28, 2005, each lump sum distribution made to a Participant under Sec. 8.2 which is in excess of $1,000 shall be automatically rolled over to an individual retirement account selected by the Company unless the Participant directs that the distribution be paid directly to the distributee or rolled over to another eligible retirement plan.  Automatic rollovers are subject to Code § 401(a)(31) and any applicable Treasury Department or Labor Department guidance interpreting the automatic rollover requirements. However, the automatic rollover requirement does not apply to the following types of lump sum distributions:

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

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

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

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

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

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

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

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

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

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

Sec. 8.17  Benefits of Reemployed Veterans.  Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to Qualified Military Service will be provided in accordance with Code § 414(u).  For this purpose:

(a)As provided by Code § 414(u), “Qualified Military Service” means service in the uniformed services (as defined in Chapter 43 of Title 38, United States Code) by

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an individual if he or she is qualified under such chapter to reemployment rights with the Company or an Affliate following such military service.

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

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

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

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

(3)If the individual received a lump sum cashout of the benefits accrued under the Plan prior to the Qualified Military Service, he or she may repay said lump sum with interest as provided in Sec. 8.2(d).  However, any such repayment may be made within five years after the individual’s reemployment date, rather than the two Plan Year deadline normally applicable under Sec. 8.2(d).

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

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

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

(b)The retroactive annuity starting date may be the first day of any month on or after the earliest date the Participant was eligible to receive a pension.  However, if the pension is being paid under Sec. 6.2 or 6.4 as of a date prior to the Participant’s

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Normal Retirement Date, the retroactive annuity starting date may not be earlier than the date the Participant notified the Company that he or she would like the pension to commence.  If the pension is being paid under Sec. 6.3, the retroactive annuity starting date may not be earlier than 12 months before the date the Participant establishes to the Company’s satisfaction that the Participant is eligible for a Disability Retirement.

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

(d)A Participant who elects a pension with a retroactive annuity starting date shall receive a makeup payment reflecting any missed payments from the retroactive annuity starting date through the date the makeup payment is paid.  The makeup payment shall include interest on each missed payment for the period beginning on the date the missed payment would have been paid if the pension had commenced on the retroactive annuity starting date and ending on the date the makeup payment is paid.  Interest shall be determined using the interest rate for lump sums payable in the Plan Year the makeup payment is paid, as provided in Sec. 4.12(c)(1).  For example, if a pension has a retroactive annuity starting date of May 1, 2004 and the makeup payment is paid April 1, 2005, interest on the missed payments will be at the 2005 rate (i.e., the October 2004 30-year Treasury rate).

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

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

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ARTICLE IX

FUND.

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

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

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

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

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

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

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

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

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

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ARTICLE X

ACTUARY.

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

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

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

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

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ARTICLE XI

ADMINISTRATION OF PLAN.

Sec. 11.1  Administration by Company.  The Company is the “administrator” of the Plan for purposes of ERISA.  Except as expressly otherwise provided herein, the Company shall control and manage the operation and administration of the Plan and make all decisions and determinations incident thereto.  In carrying out its Plan responsibilities, the Company shall have discretionary authority to construe the terms of the Plan.  Except in cases where the Plan expressly provides to the contrary, action on behalf of the Company may be taken by any of the following:

(a)The Board.

(b)The chief executive officer of the Company.

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

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

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

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

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

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

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

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

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

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

Sec. 11.4  Correction of Errors.  It is recognized that in the operation and administration of the Plan certain mathematical and accounting errors may be made or mistakes may arise by reason of factual errors in information supplied to the Company or Funding Agency.  The Company shall have power to cause such equitable adjustments to be made to correct for such errors as the Company in its discretion considers appropriate.  Such adjustments shall be final and binding on all persons.

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

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

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

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

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

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

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

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ARTICLE XII

AMENDMENT, TERMINATION, MERGER.

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

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

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

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

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

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

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

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

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

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

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

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

(3)To provide all other benefits, if any, of individuals under the Plan guaranteed under ERISA (determined without regard to ERISA § 4022(b)(5)), and the additional benefits, if any, which would be so provided if ERISA § 4022(b)(6) did not apply.  In determining such benefits, ERISA § 4021 shall be applied without regard to subsection (c) thereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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ARTICLE XIII

MISCELLANEOUS PROVISIONS.

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

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

Sec. 13.3  Gender.  Any references to the masculine gender include the feminine and vice versa.

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

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

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ARTICLE XIV

TOP-HEAVY PLAN PROVISIONS.

Sec. 14.1  Key Employee Defined.  “Key Employee” means any employee or former employee (including any deceased employee) who at any time during the Plan Year that includes the determination date was an officer of the Company or an Affiliate having annual Compensation greater than $135,000 (as adjusted under Code § 416(i)(1) for Plan Years after 2005), a five-percent owner of the Company or of an Affiliate, or a one-percent owner of the Company having annual Compensation of more than $150,000.  “Compensation” for this purpose is as defined in Sec. 8.12(h).  The determination of who is a key employee will be made in accordance with Code § 416(i)(1) and the applicable regulations and other guidance of general applicability issued thereunder.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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(g)If an individual has not performed services for the employer during the one-year period ending on the determination date with respect to a Plan Year, any account balance or accrued benefit for such individual shall not be taken into account for such Plan Year.

Sec.   14.3  Minimum Accrued Benefit.  If the Plan is a Top-Heavy Plan, notwithstanding any other provisions of this Plan, each Participant who is not a Key Employee shall have a minimum accrued benefit (to be provided by employer contributions and expressed as a single life annuity, with no ancillary benefits, commencing at age 65) equal to the applicable percentage of the Participant’s average monthly compensation for years in the testing period.

(a)For purposes of this section:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Schedule A

BEMIS RETIREMENT PLAN

Locations Where Hourly Paid Employees Are
Qualified Employees (Plan Sec. 2.37(a)(2))

1.Effective as of January 20, 1994:

(a)Perfecseal Oshkosh, Wisconsin.

2.Effective as of January 1, 1997:

(a)Curwood Fremont, Ohio.

(b)Curwood Bemistape Oshkosh, Wisconsin.

(c)Curwood Weldon Oshkosh, Wisconsin.

(d)Milprint Lancaster, Wisconsin.

(e)CSF Lebanon, Pennsylvania (formerly Milprint Lebanon).

(f)MACtac Scranton, Pennsylvania.

(g)Nellis, Nevada.

(h)MACtac Kansas City.

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

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

3.Effective as of January 1, 1998:

(a)Banner Oshkosh, Wisconsin.

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

4.Effective as of January 1, 1999:

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

(b)Morgan Adhesives Company — Columbus, Indiana

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5.Effective as of January 1, 2000:

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

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

6.Effective as of September 1, 2000:

(a)Curwood Shrink Packaging, Centerville, Iowa.

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

7.Effective as of January 1, 2001:

(a)Bemis Specialty Films — Oshkosh, Wisconsin

(b)Bemis Converter Films — Oshkosh, Wisconsin

(c)Curwood Snack Films — Oshkosh, Wisconsin

8.Effective as of September 8, 2001:

(a)Curwood Appleton, Wisconsin

(b)Curwood Neenah, Wisconsin

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

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

(a)Morgan Adhesives Company — Lawrenceville, Georgia.

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

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Appendix A

BEMIS RETIREMENT PLAN

Modifications Applicable to Certain
Employees and Former Employees of
Hayssen Manufacturing Company

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

1.

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

2.

A Hayssen Plan Participant shall be deemed to have been a Qualified Employee during his employment with Hayssen prior to April 1, 1980, subject to the provisions of Sec. 2.39 other than Sec. 2.39(a). However, in the case of any person who became a participant in the Hayssen Retirement Plan on or before January 1, 1980, service with Hayssen prior to January 1, 1980 in capacities other than as an employee compensated in whole or in part on a regular stated salary basis or employed in an office clerical or supervisory position shall not be excluded from service as a Qualified Employee, except to the extent provided in Sec. 2.39(c).

3.

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

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

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

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

4.

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

5.

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

6.

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

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

7.

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

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

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

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

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

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

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

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

(a)The Participant’s Prior Service Benefit.

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(b)All benefits paid to the Participant during his lifetime (including monthly pension benefits and also including any refund of his Prior Service Benefit pursuant to the foregoing provisions of this Appendix) plus any death benefits payable under Sec. 7.1, 7.2, or 7.4.

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

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Appendix B

BEMIS RETIREMENT PLAN

Modifications Applicable to Certain
Employees and Former Employees of
Perfecseal

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

1.

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

2.

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

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

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

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3.

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

4.

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

5.

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

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

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

6.

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

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Appendix C

BEMIS RETIREMENT PLAN

Modifications Applicable to Certain

Employees and Former Employees of

Paramount Packaging Corporation -Tennessee

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

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

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

1.

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

2.

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

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3.

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

4.

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

5.

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

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

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

6.

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

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

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

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

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

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

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

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

The Actuarial Equivalent factors in Sec. 4.12(c) of this Plan will be used to calculate said present values.  If either amount is more than $5,000, no lump sum payment will be made, and the Participant will instead receive a monthly pension.

7.

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

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Appendix D

BEMIS RETIREMENT PLAN

Modifications Applicable to Certain

Employees and Former Employees of

Paramount Packaging Corporation -Texas

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

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

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

Benefits payable with respect to such persons will be determined under this Plan, subject to the terms of this Appendix.  Benefits for other participants in the Paramount Texas Plan (i.e., hourly employees who terminated before January 1, 1999 or salaried employees who terminated before January 1, 1997) will be paid by the BHRP.

1.

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

2.

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

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

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

3.

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

4.

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

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

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

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

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

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

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

5.

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

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

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

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

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

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

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

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

The Actuarial Equivalent factors in Sec. 4.12(c) of this Plan will be used to calculate said present values.  If either amount is more than $5,000, no lump sum payment will be made, and the Participant will instead receive a monthly pension.

6.

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

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

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Appendix E

BEMIS RETIREMENT PLAN

Amounts referred to in Sec. 4.5(d)

Name of Employee	Date of Birth	Amount
Curler, Jeffrey	09/03/50	$	666.67
Emenecker, Timothy F.	08/03/46	$	250.00
Martin, Christopher C.	08/14/49	$	250.00
Sall, Thomas	08/04/44	$	666.67
Seashore, Eugene H. Jr.	12/27/49	$	375.00
Stone, Gary V.	09/22/46	$	541.67
Theisen, Henry	09/09/53	$	375.00
Unton, Theodore F.	11/09/44	$	291.67
Wulf, Gene C.	10/15/50	$	375.00

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Appendix F

BEMIS RETIREMENT PLAN

Modifications Applicable to Certain

Employees at the Company’s Custom Resins Division

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

1.

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

2.

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

3.

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

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

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

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Appendix G

BEMIS RETIREMENT PLAN

Modifications Applicable to

Employees of Mankato Division of

Harrison & Smith Company, Inc.

1.

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

Harrison & Smith Company, Inc. (a Delaware corporation) adopted this Plan for the benefit of its eligible employees and became a Participating Employer hereunder as of January 1, 1969.  At that time, Mankato Corporation (a Minnesota corporation) was a wholly-owned subsidiary of Harrision & Smith Company, Inc.  Subsequently, on December 31, 1969, Mankato Corporation (a Minnesota corporation) was liquidated into Harrison & Smith, Inc. and become an operating division thereof known as the Mankato Division of Harrison & Smith Company, Inc. (hereinafter referred to as the “Mankato Division”).  Mankato Corporation (a Minnesota Corporation) was never a Participating Employer hereunder.

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

2.

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

Sec. 6.5  Benefits Under Mankato Plan.  Benefits accrued under the Mankato Plan shall be provided under the conditions, at the times, in the manner, and in the amounts provided by such Mankato Plan, and the provisions of the other sections contained in this Article VI shall not apply to benefits payable under the Mankato Plan.  Nevertheless, pension benefits payable under this Plan to former Participants who were participants in the Mankato Plan prior to January 1,

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

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

(a)Each monthly pension benefit otherwise payable to such a former Participant under Sec. 6.1, Sec. 6.2, Sec. 6.3, or Sec. 6.4 shall be reduced by the monthly amount of the normal retirement annuity accrued on his behalf on December 31, 1970 under the Mankato Plan as in effect on December 31, 1970; provided, however, that if benefits under this Plan commence prior to his Normal Retirement Date, the monthly amount of the normal retirement annuity accrued under the Mankato Plan on December 31, 1970 shall be converted by the Actuary (without giving effect to any death benefit payable under the Mankato Plan) to the monthly amount that would be payable under an actuarially equivalent benefit commencing on the same date and in the same form as his benefit under this Plan.

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

3.

Sec. 7.5 is deleted in its entirety.

4.

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

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Appendix H

BEMIS RETIREMENT PLAN

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

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

1.

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

2.

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

3.

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

4.

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

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

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Appendix I

BEMIS RETIREMENT PLAN

Modifications Applicable to Certain Employees of

Western Litho Plate & Supply Co.

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

1.

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

2.

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

3.

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

4.

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

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

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Appendix J

BEMIS RETIREMENT PLAN

Modifications Applicable to

Employees of Western Litho

Plate and Supply Company

1.

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

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

2.

Sec. 7.5 is modified to read as follows:

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

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

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

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

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3.

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

Sec. 15.2  Minimum Benefit.  Notwithstanding the provisions of Article VI, with respect to a Participant who was a participant in the Western Litho Plate and Supply Company, Inc. Employees’ Pension Trust on December 31, 1968, the monthly amount of any pension (i) payable under Sec. 6.1, or 6.2, or (ii) otherwise payable under Sec. 6.4 as if said section contained no requirements as to age or service for vesting shall not be less than the minimum benefit determined in accordance with this section.  The “minimum benefit” referred to herein shall be the Actuarial Equivalent of:

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

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

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

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

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EX-10.(L)

EXHIBIT 10(l)

BEMIS INVESTMENT INCENTIVE PLAN

(Amended and Restated Effective as of January 1, 2006)

BEMIS INVESTMENT INCENTIVE PLAN

Table of Contents

		Page
ARTICLE I	GENERAL	1
Sec. 1.1	Plan History and Purpose	1
Sec. 1.2	Construction and Applicable Law	1
Sec. 1.3	Transition Rules	2
ARTICLE II	MISCELLANEOUS DEFINITIONS	3
Sec. 2.1	Account	3
Sec. 2.2	Administrator	3
Sec. 2.3	Affiliate	3
Sec. 2.4	Bemis Stock	3
Sec. 2.5	Beneficiary	3
Sec. 2.6	Board	3
Sec. 2.7	Certified Earnings	3
Sec. 2.8	Code	3
Sec. 2.9	Common Control	4
Sec. 2.10	Company	4
Sec. 2.11	Disability Retirement	4
Sec. 2.12	Employment Commencement Date	4
Sec. 2.13	ERISA	4
Sec. 2.14	Forfeitures	4
Sec. 2.15	Group A Participant	4
Sec. 2.16	Group B Participant	4
Sec. 2.17	Highly Compensated Employee	4
Sec. 2.18	Hour of Service	5
Sec. 2.19	Investment Fund	6
Sec. 2.20	Named Fiduciary	6
Sec. 2.21	Normal Retirement	7
Sec. 2.22	Participant	7
Sec. 2.23	Participating Employer	7
Sec. 2.24	Plan Year	7
Sec. 2.25	Predecessor Employer	7
Sec. 2.26	Qualified Employee	8
Sec. 2.27	Qualified Military Service	8
Sec. 2.28	Termination of Employment	8
Sec. 2.29	Testing Wages	9
Sec. 2.30	Trust Fund	9
Sec. 2.31	Trustee	9
Sec. 2.32	USERRA	9
Sec. 2.33	Valuation Date	9
ARTICLE III	SERVICE PROVISIONS	10
Sec. 3.1	Eligibility Computation Period	10
Sec. 3.2	Year of Eligibility Service	10

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Sec. 3.3	1-Year Break In Service	10
Sec. 3.4	Period of Continuous Service	10
Sec. 3.5	Aggregate Continuous Service	11
Sec. 3.6	Recognized Break In Service	11
ARTICLE IV	PLAN PARTICIPATION	12
Sec. 4.1	Eligibility	12
Sec. 4.2	Duration of Participation	12
Sec. 4.3	No Guarantee of Employment	12
ARTICLE V	DEPOSITS AND CONTRIBUTIONS	13
Sec. 5.1	Deposit Amounts	13
Sec. 5.2	After Tax Deposit	13
Sec. 5.3	Date By Which Deposits Must Be Forwarded to Trustee	13
Sec. 5.4	Rollover Deposits	14
Sec. 5.5	Matching Contributions	14
Sec. 5.6	BIPSP-Retirement Contributions	15
Sec. 5.7	Forfeitures Credited Against Employer Contributions	16
Sec. 5.8	Limitation on Annual Additions	16
Sec. 5.9	Limit on Before Tax Deposits	17
Sec. 5.10	Return of Excess Deferrals	18
Sec. 5.11	Adjustment of Employer Contributions If Required by Code § 401(k)	18
Sec. 5.12	Adjustment of Matching Contributions and After Tax Deposits Required by Code § 401(m)	21
ARTICLE VI	INVESTMENT FUNDS AND ACCOUNTS	24
Sec. 6.1	Accounts for Participants	24
Sec. 6.2	Valuation of Accounts	24
Sec. 6.3	Investment of Accounts	24
Sec. 6.4	Transfers From Other Plans	25
ARTICLE VII	DESIGNTION OF BENEFICIARY	26
Sec. 7.1	Persons Eligible to Designate	26
Sec. 7.2	Form and Method of Designation	26
Sec. 7.3	No Effective Designation	26
Sec. 7.4	Beneficiary May Not Designate	26
Sec. 7.5	Special Requirements for Married Participants	27
ARTICLE VIII	BENEFIT REQUIREMENTS	28
Sec. 8.1	Benefits on Retirement or Disability	28
Sec. 8.2	Other Termination of Employment	28
Sec. 8.3	Death	29
ARTICLE IX	DISTRIBUTION OF BENEFITS	30
Sec. 9.1	Time and Method of Payment	30
Sec. 9.2	Accounts Totaling $5,000 or Less	31
Sec. 9.3	Form of Distribution	31
Sec. 9.4	Dividend Withdrawals	32

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Sec. 9.5	Withdrawals	32
Sec. 9.6	Loans to Participants	34
Sec. 9.7	Accounting Following Termination of Employment	35
Sec. 9.8	Reemployment	35
Sec. 9.9	Source of Benefits	36
Sec. 9.10	Incompetent Payee	36
Sec. 9.11	Benefits May Not Be Assigned or Alienated	36
Sec. 9.12	Payment of Taxes	36
Sec. 9.13	Conditions Precedent	36
Sec. 9.14	Rollovers and Transfers to Other Qualified Plans	36
Sec. 9.15	Nonterminable ESOP Protections	37
ARTICLE X	TRUST FUND	38
Sec. 10.1	Composition	38
Sec. 10.2	Trustee	38
Sec. 10.3	Compensation and Expenses of Trustee	38
Sec. 10.4	Investment in Company Stock	38
Sec. 10.5	No Diversion	38
Sec. 10.6	Voting Bemis Stock	39
Sec. 10.7	Tender or Exchange Offers Regarding Bemis Stock	39
ARTICLE XI	ADMINISTRATION OF PLAN	41
Sec. 11.1	Administration by Company	41
Sec. 11.2	Certain Fiduciary Provisions	41
Sec. 11.3	Evidence	42
Sec. 11.4	Correction of Errors	42
Sec. 11.5	Records	42
Sec. 11.6	Claims Procedure	42
Sec. 11.7	Bonding	42
Sec. 11.8	Waiver of Notice	43
Sec. 11.9	Agent For Legal Process	43
Sec. 11.10	Indemnification	43
Sec. 11.11	Benefits of Reemployed Veterans	43
Sec. 11.12	Leased Employees	44
ARTICLE XII	AMENDMENT, TERMINATION, MERGER	46
Sec. 12.1	Amendment	46
Sec. 12.2	Amendment to Vesting Schedule	46
Sec. 12.3	Reorganizations of Participating Employers	46
Sec. 12.4	Permanent Discontinuance of Contributions	46
Sec. 12.5	Compensation and Expenses of Trustee	46
Sec. 12.6	Partial Termination	47
Sec. 12.7	Merger, Consolidation, or Transfer of Plan Assets	47
Sec. 12.8	Deferral of Distributions	47
ARTICLE XIII	TOP-HEAVY PLAN PROVISIONS	48
Sec. 13.1	Key Employee Defined	48
Sec. 13.2	Determination of Top-Heavy Status	48
Sec. 13.3	Minimum Contribution Requirement	50

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Sec. 13.4	Definition of Employer	50
Sec. 13.5	Collective Bargaining Exception	50
SCHEDULE A		51
APPENDIX A		52
APPENDIX B		53
APPENDIX C		54
APPENDIX D		55
APPENDIX E		56
APPENDIX F		57
APPENDIX G		58
APPENDIX H		60
APPENDIX I		61

v

BEMIS INVESTMENT INCENTIVE PLAN

(Amended and Restated Effective as of January 1, 2006)

ARTICLE I

GENERAL

Sec. 1.1Plan History and Purpose. The name of the plan set forth herein is “Bemis Investment Incentive Plan.”  It is sometimes herein referred to as the “Plan.”  The Plan was established July 1, 1970. The purposes of the Plan are to provide a means for employees to adopt a regular savings program, to provide retirement income, and to provide an ownership interest in the Company. This Plan provides for Participant deposits under Code § 401(k) as well as employer Matching and Retirement Contributions. Certain provisions applicable at particular locations are specified in Appendices which are a part of the Plan.

Sec. 1.2Construction and Applicable Law. The Plan is intended to meet the requirements for qualification as both a profit sharing plan and stock bonus plan under Code § 401(a) with an employee stock ownership (“ESOP”) feature under Code § 4975(e)(7). The stock bonus and employee stock ownership portion of the Plan is comprised of Matching Contribution Accounts and is designed to invest primarily in qualifying employer securities meeting the requirements of Code §§ 4975(e)(8) and 409(1). Contributions under the profit sharing portion of the Plan (which is comprised of all Accounts other than Matching Contribution Accounts) are not contingent upon the Participating Employers’ current or accumulated earnings and profits. The profit sharing portion of the Plan contains a salary reduction feature intended to meet the requirements of Code § 401(k). The Plan is intended to be in full compliance with applicable requirements of ERISA. The Plan shall be administered and construed consistent with said intent. It shall also be construed and administered according to the laws of Minnesota to the extent that such laws are not preempted by the laws of the United States of America. All controversies, disputes, and claims arising hereunder shall be submitted to the United States District Court for the District of Minnesota. The Plan shall be construed in accordance with the following rules:

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

(b)Capitalized terms used in the Plan shall have their meaning as defined in the Plan unless the context clearly indicates to the contrary.

(c)Any references to the masculine gender include the feminine and vice versa.

(d)Use of the words “hereof”, “herein”, “hereunder”, or similar compounds of the word “here” shall mean and refer to the entire Plan unless the context clearly indicates to the contrary.

(e)The provisions of the Plan shall be construed as a whole in such manner as to carry out the intent thereof and shall not be construed separately without relation to the context.

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Sec. 1.3Transition Rules. In general, the Plan as set forth herein is effective as of January 1, 2006. However:

(a)The Plan reflects certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), is intended as good-faith compliance with EGTRRA, and is to be construed in accordance with EGTRRA and guidance issued thereunder. Except as otherwise provided herein, the EGTRRA amendments are effective January 1, 2002.

(b)The Plan reflects the provisions of the Community Renewal Tax Relief Act of 2000 regarding elective reductions for qualified transportation fringe benefits. These provisions are effective January 1, 2001.

(c)Sec. 5.1 regarding automatic enrollment is effective January 1, 2005.

(d)Sec. 9.14(f) regarding automatic rollovers is effective as of March 28, 2005.

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ARTICLE II

MISCELLANEOUS DEFINITIONS

Sec. 2.1Account. “Account” means a Participant’s or Beneficiary’s interest in the Trust Fund of any of the types described in Sec. 6.1.

Sec. 2.2Administrator. The Company is the “Administrator” of the Plan for purposes of ERISA.

Sec. 2.3Affiliate. “Affiliate” means any trade or business entity under Common Control with a Participating Employer, or under Common Control with a Predecessor Employer while it is such.

Sec. 2.4Bemis Stock. “Bemis Stock” means common stock of the Company.

Sec. 2.5Beneficiary. “Beneficiary” means the person or persons designated as such pursuant to Article VII who survive the Participant.

Sec. 2.6Board. The “Board” is the Board of Directors of the Company and includes any committee thereof authorized to act for such body.

Sec. 2.7Certified Earnings. A Participant’s “Certified Earnings” means his or her regular pay, overtime pay, sick pay, shift differential, and commissions, subject to the following:

(a)Certified Earnings is the gross amount, before any reduction pursuant to Code § 125, 132(f)(4), or 401(k), but after any reduction pursuant to a non-qualified deferred compensation plan.

(b)Certified Earnings for a Plan Year may not exceed the limit under Code § 401(a)(17), which is $220,000 for 2006 and is subject to a cost of living adjustment for Plan Years after 2006.

(c)Commissions are Certified Earnings when paid.

(d)Bonuses, stock options, stock awards, and the like are not included in Certified Earnings.

(e)Certified Earnings excludes any amount paid after a Participant transfers to a position other than as a Qualified Employee.

(f)Certified Earnings includes sick pay paid by an employer, but not long-term disability or workers compensation benefits.

(g)Severance pay is not included in Certified Earnings.

Sec. 2.8Code. All references herein to the “Internal Revenue Code” or “Code” are to the Internal Revenue Code of 1986 as from time to time amended.

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Sec. 2.9Common Control. A trade or business entity (whether a corporation, partnership, sole proprietorship or otherwise) is under “Common Control” with another trade or business entity (i) if both entities are corporations which are members of a controlled group of corporations as defined in Code § 414(b), (ii) if both entities are trades or businesses (whether or not incorporated) which are under common control as defined in Code § 414(c), (iii) if both entities are members of an affiliated service group as defined in Code § 414(m), or (iv) if both entities are required to be aggregated pursuant to regulations under Code § 414(o).

Sec. 2.10Company. The “Company” is Bemis Company, Inc., a Missouri corporation.

Sec. 2.11Disability Retirement. “Disability Retirement” means a Termination of Employment due to a medical condition such that the individual qualifies for a Social Security disability award or for long term disability benefits under a Participating Employer’s long term disability plan.

Sec. 2.12Employment Commencement Date. “Employment Commencement Date” means the date on which an employee first performs an Hour of Service for a Participating Employer (whether before or after the Participating Employer becomes such), an Affiliate, or a Predecessor Employer and the date on which an employee first performs such an Hour of Service after any 1-Year Break In Service.

Sec. 2.13ERISA.  All references herein to the “Employee Retirement Income Security Act” or “ERISA” are to the Employee Retirement Income Security Act of 1974 as from time to time amended.

Sec. 2.14Forfeitures  “Forfeitures” means that part of the Trust Fund which is forfeited pursuant to Sec. 5.10(e), Sec. 5.11(g), 5.12(e) or Sec. 8.2(b).

Sec. 2.15Group A Participant.   “Group A Participant” means a Participant who meets the requirements of (a) and (b):

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

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

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

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

Sec. 2.16Group B Participant.   “Group B Participant” means any Participant who does not meet the requirements to be a Group A Participant as set forth in Sec. 2.15.

Sec. 2.17Highly Compensated Employee. “Highly Compensated Employee” means an employee described in (a) or (b):

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(a)The employee at any time during the current or prior Plan Year was a 5% owner as defined in Code § 416(i)(1).

(b)The employee received Testing Wages of $80,000 or more for the prior Plan Year, subject to the following:

(1)The $80,000 limit shall be indexed as provided in Code § 414(q). (The limit for 2006 is $100,000, which means that an individual whose 2006 Testing Wages equaled or exceeded $100,000 is a Highly Compensated Employee for 2007.)

(2)The Company may elect to treat employees who received Testing Wages of $80,000 or more (as indexed) but who are not among the top paid 20% of all employees as non-Highly Compensated Employees.

Sec. 2.18Hour of Service. An “Hour of Service” or “Hours of Service” are determined according to the following subsections with respect to each applicable computation period:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sec. 2.19Investment Fund. “Investment Fund” means any of the funds for investment of Plan assets described in Article VI.

Sec. 2.20Named Fiduciary. The Company is a “Named Fiduciary” for purposes of ERISA with authority to control or manage the operation and administration of the Plan, including control or management of the assets of the Plan. Other persons are also Named Fiduciaries under

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ERISA if so provided by ERISA or if so identified by the Company. Such other person or persons shall have such authority to control or manage the operation and administration of the Plan, including control or management of the assets of the Plan, as may be provided by ERISA or as may be allocated by the Company.

Sec. 2.21Normal Retirement. “Normal Retirement” means any Termination of Employment after the Participant has attained age 65, regardless of length of service.

Sec. 2.22Participant. A “Participant” is an individual described as such in Article IV.

Sec. 2.23Participating Employer. The Company is a Participating Employer in the Plan. With the consent of the Company, any other employer under Common Control with the Company may also become a Participating Employer in the Plan effective as of a date specified by it in its adoption of the Plan. The Participating Employers are listed on Schedule A.

Sec. 2.24Plan Year. The Plan Year is the calendar year.

Sec. 2.25Predecessor Employer. Any corporation, partnership, firm, or individual, a substantial part of the assets and employees of which are acquired by a Participating Employer, Affiliate, or another Predecessor Employer, is a “Predecessor Employer” if named in this section and subject to any conditions and limitations with respect thereto imposed by this section. As of January 1, 2006, the Predecessor Employers are:

(a)Princeton Packaging Co., but only with respect to service back to an employee’s most recent date of hire prior to the acquisition date.

(b)Hargro Health Care Packaging Company, but only with respect to service back to an employee’s most recent date of hire prior to the acquisition date.

(c)Service at the Scranton plant back to the most recent date of hire preceding the acquisition date.

(d)Viskase Company, Inc., but only with respect to service back to an employee’s most recent date of hire prior to the acquisition.

(e)Arrow Industries, but only with respect to service back to an employee’s most recent date of hire prior to the acquisition.

(f)Kanzaki Specialty Papers, Inc., but only with respect to service back to an employee’s most recent date of hire prior to the acquisition.

(g)Weskote, Inc., but only with respect to service back to an employee’s most recent date of hire prior to the acquisition.

(h)Predecessor service with these employees is recognized to the extent provided in the applicable Appendix:

(1)Banner Packaging, Inc.—Appendix B

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(2)Enterprise Software, Inc.—Appendix D

(3)Duralam, Inc.—Appendix F

(4)Bemis Clysar, Inc.—Appendix G

Sec. 2.26Qualified Employee. “Qualified Employee” means each employee of the Participating Employers, subject to the following:

(a)An employee is not a Qualified Employee prior to the date as of which his or her employer becomes a Participating Employer.

(b)An employee at a location or operation acquired by a Participating Employer is not a Qualified Employee prior to the date the Company authorizes participation in the Plan by employees at that location or operation.

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

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

(e)An employee is not a Qualified Employee unless his or her services are performed within the continental United States (including Alaska or Hawaii) or the principal base of operations to which the employee frequently returns is within the United States (including Alaska or Hawaii).

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

Sec. 2.27Qualified Military Service.  “Qualified Military Service” is defined in Sec. 11.11.

Sec. 2.28Termination of Employment  . The “Termination of Employment” of an employee for purposes of the Plan shall be deemed to occur on the date of his or her resignation, discharge, retirement, death, failure to return to active work at the end of an authorized leave of absence or the authorized extension or extensions thereof, failure to return to work when duly called following a temporary layoff, or upon the happening of any other event or circumstance which, under the policy of his or her employer as in effect from time to time, results in the termination of the employer-employee relationship, subject to the following:

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(a)“Termination of Employment” shall not be deemed to occur upon a transfer between any combination of Participating Employers, Affiliates, and Predecessor Employers.

(b)If an employer has been sold and ceases to be a Participating Employer because it is no longer an Affiliate, each employee of that employer will be deemed to have a Termination of Employment as of the date said employer ceases to be a Participating Employer.

(c)If a Participant becomes eligible to receive benefits under a Participating Employer’s long term disability program, Termination of Employment for purposes of the Plan will be deemed to have occurred as of the date of the first benefit payment under such program.

Sec. 2.29Testing Wages. A Participant’s “Testing Wages” for a Plan Year means the Participant’s wages for the Plan Year as defined for purposes of federal income tax withholding, subject to the following:

(a)For purposes of the limitations of Sections 5.11 and 5.12, the Company may limit a Participant’s Testing Wages to remuneration received while the employee is a Participant, or may modify the definition of Testing Wages in any other way permitted by the applicable regulations.

(b)Testing Wages is the gross amount, before any reduction pursuant to Code § 125, 132(f)(4), or 401(k), but after any reduction pursuant to a non-qualified deferred compensation plan.

(c)Testing Wages shall not include amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by the Participant either becomes freely transferable or is no longer subject to a substantial risk of forfeiture, or from the sale, exchange, or other disposition of stock acquired under an incentive stock option.

(d)Testing Wages shall not exceed the limit under Code § 401(a)(17), which is $220,000 for 2006 and is subject to a cost of living adjustment for Plan Years after 2006.

Sec. 2.30Trust Fund  . The “Trust Fund” is the fund provided for in Sec. 10.1.

Sec. 2.31Trustee. “Trustee” is a trustee appointed and acting from time to time in accordance with Sec. 10.2 for the purpose of holding, investing, and disbursing the Trust Fund.

Sec. 2.32USERRA.  “USERRA” is defined in Sec. 11.11.

Sec. 2.33Valuation Date. “Valuation Date” means the date on which the Trust Fund and Accounts are valued as provided in Article VI. Effective November 1, 1999, each business day of the Plan Year is a Valuation Date. Previously, the last day of each month was a Valuation Date.

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ARTICLE III

SERVICE PROVISIONS

A.Service Provisions Relating to Eligibility to Enter the Plan

Sec. 3.1Eligibility Computation Period. An employee’s first Eligibility Computation Period is the 12-consecutive-month period beginning on his or her Employment Commencement Date. His or her second Eligibility Computation Period is the Plan Year commencing in said 12-consecutive-month period. Each subsequent Plan Year prior to the end of the Plan Year in which the employee has a 1-Year Break In Service is an Eligibility Computation Period. If subsequent to a 1-Year Break In Service he or she had another Employment Commencement Date, Eligibility Computation Periods for the period beginning on such date shall be computed as though such date were the individual’s first Employment Commencement Date.

Sec. 3.2Year of Eligibility Service. A “Year of Eligibility Service” means an Eligibility Computation Period in which an employee completes 1000 or more Hours of Service. If an employee has a Termination of Employment and is later rehired by a Participating Employer or Affiliate, Years of Eligibility Service prior to said Termination of Employment shall not be disregarded by reason of said Termination of Employment.

Sec. 3.31-Year Break In Service. “1-Year Break In Service” means a Plan Year in which (i) the employee has no Hours of Service and (ii) an employer-employee relationship with a Participating Employer, Affiliate, or Predecessor Employer is not in effect at any time. The 1-Year Break In Service shall be recognized as such on the last day of such Plan Year.

(a)For purposes of determining whether a 1-Year Break In Service has occurred, an individual who is absent from work for maternity or paternity reasons shall receive credit for the Hours of Service which would otherwise have been credited to such individual but for such absence, or in any case in which such hours cannot be determined 8 Hours of Service per day of such absence; provided, however, that the total number of Hours of Service recognized under this subsection shall not exceed 501 hours. The Hours of Service credited under this subsection shall be credited in the Plan Year in which the absence begins if the crediting is necessary to prevent a 1-Year Break In Service in that Plan Year or, in all other cases, in the following Plan Year.

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

B.Service Provisions Relating to Vesting

Sec. 3.4Period of Continuous Service. A “Period of Continuous Service” is the period beginning on an employee’s Employment Commencement Date and ending on the day before

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the day on which the employee begins a Recognized Break In Service. The duration of a Period of Continuous Service is measured in years and days.

Sec. 3.5Aggregate Continuous Service. An employee’s “Aggregate Continuous Service” is equal to the aggregate duration of his or her Periods of Continuous Service. However, except as provided in any Appendix to the Plan, service with an employer prior to the date it became an Affiliate shall be disregarded for purposes of determining Aggregate Continuous Service.

Sec. 3.6Recognized Break In Service. A “Recognized Break In Service” is a period of at least a 12 consecutive month duration which begins on the day on which an individual’s Termination of Employment occurs. A Recognized Break In Service ends, if ever, on the day on which the individual again performs an Hour of Service for a Participating Employer, an Affiliate or a Predecessor Employer. However, if an individual is absent from work for maternity or paternity reasons, the 12-month period beginning with the first day of such absence shall not be included in a Recognized Break In Service. Whether an absence from work is for maternity or paternity reasons will be determined under Sec. 3.3(b).

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ARTICLE IV

PLAN PARTICIPATION

Sec. 4.1Eligibility. Each person shall become a Participant in the Plan on the earliest date he or she meets all of the following requirements:

(a)He or she is a Qualified Employee.

(b)He or she has attained age 18.

(c)For employees who are classified by their Participating Employer as temporary employees, he or she has completed a Year of Eligibility Service. The preceding sentence does not apply to employees who are not temporary employees.

If a former Participant is reemployed, he or she shall again become a Participant on the date he or she resumes service as a Qualified Employee.

Sec. 4.2Duration of Participation. A Participant shall continue to be such whether or not contributions are made in his or her behalf under Article V until the later of (i) his or her Termination of Employment or (ii) the date all benefits, if any, to which he or she is entitled hereunder have been distributed from the Trust Fund.

Sec. 4.3No Guarantee of Employment. Participation in the Plan does not constitute a guarantee or contract of employment with the employee’s Participating Employer. Such participation shall in no way interfere with any rights the Participating Employer would have in the absence of such participation to determine the duration of the employee’s employment with the Participating Employer.

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ARTICLE V

DEPOSITS AND CONTRIBUTIONS

A.Participant Deposits

Sec. 5.1Before Tax Deposits. “Before Tax Deposits” are amounts contributed by a Participating Employer pursuant to Code § 401(k), subject to the following:

(a)On and after January 1, 2005, when an individual qualifies as a Participant under Sec. 4.1, he or she shall automatically be enrolled in Before Tax Deposits equal to 3% of the Participant’s Certified Savings. Such a Participant may modify said contribution rate as provided in subsection (c).

(b)On January 1, 2006, each Participant whose most recent rate of Before Tax Deposits was less than 3% shall automatically be enrolled in Before Tax Deposits equal to 3% of the Participant’s Certified Earnings. Such a Participant may modify said rate as provided in subsection (c).

(c)A Participant may at any time modify his or her rate of Before Tax Deposits, discontinue making such deposits, or resume making such deposits. If a Participant elects to make Before Tax Deposits, the deposit rate must be a whole percentage at least 1%.

(d)A Participant’s current compensation shall be reduced by the amount of his or her Before Tax Deposits.

(e)A Participant’s aggregate Before and After Tax Deposits (not including any “catch-up” Before Tax Deposits under Sec. 5.9(b)) may not exceed 50% of Certified Earnings. The Company may in its sole discretion establish a lower limit on Before and After Tax Deposits for Highly Compensated Employees. The Company is free to adjust said limit from time to time. Subject to the applicable minimum, the Participant may choose which percentage will be before tax and which will be after tax.

Sec. 5.2After Tax Deposits.   “After Tax Deposits” are amounts contributed by a Participant through payroll deduction on or after tax basis (not under Code § 401(k)). After Tax Deposits are not matched by employer Matching Contributions. A Participant may at any time begin making After Tax Deposits, change the rate of such Deposits, discontinue such Deposits, or resume making them. If a Participant elects to make After Tax Deposits, the deposit rate must be a whole percentage of Certified Earnings at least 1%. After Tax Deposits are subject to the limit in Sec. 5.1(e).

Sec. 5.3Date By Which Deposits Must Be Forwarded to Trustee.  The Participating Employers shall forward Before Tax Deposits and After Tax Deposits to the Trustee promptly after they are withheld from Participant paychecks, and in any event no later than the fifteenth business day after the end of the month the Deposits are withheld.

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Sec. 5.4Rollover Deposits  With the consent of the Company, which shall be granted in its sole discretion and only if it determines the amount to be transferred constitutes a Rollover Deposit, a Participant may transfer to the Trust Fund an amount that constitutes a Rollover Deposit. (“Rollover Deposit” means an amount from another qualified plan or from a Code § 403(b) tax-sheltered annuity or from a Code § 457(b) eligible deferred compensation plan sponsored by a unit of state or local government. However, this Plan will not accept Rollover Deposits from individual retirement accounts.)  A Rollover Account shall be established for each Participant who makes a Rollover Deposit. In no event will any hardship distributions (consisting of amounts deferred from taxation under Code § 401(k) or otherwise) or after-tax distributions be accepted.

B.Employer Contributions

Sec. 5.5Matching Contributions. Matching Contributions shall be determined as follows:

(a)For each pay period, a Participant’s Participating Employer shall make a Matching Contribution on the Participant’s behalf equal to the sum of the following amounts:

(1)50% of the Participant’s Before Tax Deposits for that pay period to the extent they do not exceed 2% of the Participant’s Certified Earnings for that pay period.

(2)25% of the Participant’s Before Tax Deposits for that pay period to the extent they exceed 2% but do not exceed 8% of the Participant’s Certified Earnings for that pay period.

Before Tax Deposits to the extent they exceed 8% of Certified Earnings shall not be matched.

(b)In the case of any Participant who is an employee of a Participating Employer on the last day of the Plan Year, Matching Contributions as determined under (a) shall be increased to the extent necessary so that aggregate Matching Contributions for the Plan Year (including any Matching Contributions made under (a)) equals the sum of the following amounts:

(1)50% of the Participant’s Before Tax Deposits to the extent they do not exceed 2% of his Certified Earnings for the Plan Year.

(2)25% of the Participant’s Before Tax Deposits to the extent they exceed 2% but do not exceed 8% of his Certified Earnings for the Plan Year.

The Participating Employer may pay said additional amount to the Trustee after the close of the Plan Year. Before Tax Deposits referred to in (1) and (2) are the amounts eligible to remain in the Trust Fund after any adjustment required under Part C of this Article V.

(c)“Catch-up” Before Tax Deposits referred to in Sec. 5.9(b) are eligible for matching on the same basis as all other Before Tax Deposits.

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Sec. 5.6BIPSP-Retirement Contributions.  Beginning with the 2006 Plan Year, Retirement Contributions shall be made for Eligible Group B Participants pursuant to this section. The program through which such contributions are provided is sometimes referred to as the Bemis Investment Profit Sharing Plan (“BIPSP”). No Retirement Contributions shall be made for Group A Participants.

(a)A basic Retirement Contribution shall be made for each Eligible Group B Participant in an amount equal to 2% of his or her Adjusted Certified Earnings.

(b)A supplemental Retirement Contribution (sometimes referred to as a “profit sharing contribution”) may be made for each Eligible Group B Participant in an amount up to 3% of his or her Adjusted Certified Earnings. Whether such a contribution will be made and the amount thereof shall be determined by the Company in its sole discretion.

(c)To be considered an “Eligible Group B Participant” for a Plan Year and therefore eligible to share in that year’s basic and supplemental Retirement Contributions a Participant must meet all four of the following requirements:

(1)He or she is a Group B Participant.

(2)He or she is a Qualified Employee on December 31 of the Plan Year. No Retirement Contribution will be allocated to a Participant for a Plan Year if he or she had a Termination of Employment prior to the end of the Plan Year, or transferred to a position such that he or she was not a Qualified Employee at the end of the Plan Year.

(3)He or she made Before Tax Deposits equal to at least 3% of Certified Earnings throughout the Plan Year. However, a Participant’s failure to make Before Tax Deposits for any of the following reasons will not cause him or her to fail to meet the requirements of this paragraph, provided he or she makes Before Tax Deposits of at least 3% of Certified Earnings during all other portions of the Plan Year.

(A)Individual was on unpaid leave of absence.

(B)Individual has already contributed maximum amount permitted by Sec. 5.9.

(C)Individual was on military leave.

(D)Individual was not a Qualified Employee.

(E)Individual’s Before Tax Deposits were suspended during the six month period following a hardship withdrawal.

(4)He or she completed at least 1000 Hours of Service during said Plan Year:

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(d)Basic and supplemental Retirement Contributions with respect to a Plan Year shall be made by the Participating Employers after the close of that Plan Year.

(e)An individual’s “Adjusted Certified Earnings” for purposes of allocating Retirement Contributions means his or her Certified Earnings but disregarding pay during the six month period following a hardship withdrawal under Sec. 9.5.

C.Limitations on Contributions and Deposits

Sec. 5.7Forfeitures Credited Against Employer Contributions. When a Forfeiture occurs by virtue of the provisions of Sec. 5.10(e), Sec. 5.11(g), Sec. 5.12(e), or Sec. 8.2, the amount forfeited shall be applied to reduce the amount the Participating Employers are required to contribute.

Sec. 5.8Limitation on Annual Additions. Notwithstanding the other provisions of this Article, allocations to Participants under the Plan shall not exceed the maximum amount permitted under Code § 415. For purposes of the preceding sentence:

(a)The Annual Addition to a Participant’s Accounts in any Plan Year shall not exceed the lesser of:

(1)The limit under Code § 415(c)(1)(A), which is $44,000 for 2006 and is subject to a cost of living adjustment pursuant to Code § 415(d) for Plan Years after 2006.

(2)100% of the Participant’s Testing Wages for such Plan Year.

(b)If a Participant is also a Participant in one or more other defined contribution plans maintained by a Participating Employer or an Affiliate, and if the amount of the employer contributions and forfeitures otherwise allocated to the Participant for a Plan Year must be reduced to comply with the limitations under Code § 415, such allocations under this Plan shall be reduced to the extent necessary to comply with said limitations.

(c)If for any Plan Year the limitation described in subsection (a) would otherwise be exceeded due to a reasonable error in estimating a Participant’s Certified Earnings or in determining the amount of Before Tax Deposits that may be made under Code § 402(g)(3), the Participant’s After Tax Deposits shall be refunded to the extent necessary to reduce Annual Additions to the level permitted in subsection (a):

(d)For purposes of this section, “Annual Additions” means the sum of the following amounts allocated to a Participant for a Plan Year under this Plan and all comparable amounts allocated under other defined contribution plans maintained by a Participating Employer or Affiliate:

(1)Before Tax Deposits, before any reduction under Sec. 5.11, but reduced by any amount distributed under Sec. 5.10. However, catch-up contributions under Sec. 5.9(b) are not Annual Additions.

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(2)Matching Contributions, after any forfeiture under Sec. 5.10(e) or Sec. 5.11(g), and before any reduction under Sec. 5.12.

(3)Retirement Contributions, before any reduction under Sec. 5.12.

(4)After Tax Deposits, after any reduction under Sec. 5.12.

(5)Forfeitures allocated in lieu of employer contributions.

An Annual Addition with respect to a Participant’s Accounts shall be deemed credited thereto with respect to a Plan Year if it is allocated to the Participant’s Accounts under the terms of the Plan as of any date within such Plan Year.

Sec. 5.9Limit on Before Tax Deposits. Before Tax Deposits for a Participant for a Plan Year shall not exceed the maximum annual amount permitted for that Plan Year under subsection (a) plus any additional amount permitted by subsections (b):

(a)Except as provided in subsection (b), a Participant’s Before Tax Deposits for any Plan Year may not exceed the amount determined from the following table:

Year	Maximum Amount
2002	$11,000
2003	$12,000
2004	$13,000
2005	$14,000
2006 and after	$15,000 (adjusted for cost of living after            2006)

(b)If a Participant is 50 or older on the last day of a Plan Year, and has contributed the full amount permitted under Sec. 5.1 and subsection (a), he or she may make additional “catch-up” Before Tax Deposits not in excess of the amount determined from the following table:

Year	Maximum Amount
2002	$1,000
2003	$2,000
2004	$3,000
2005	$4,000
2006 and after	$5,000 (adjusted for cost of living after            2006)

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Sec. 5.10Return of Excess Deferrals. Notwithstanding any other provisions of the Plan, Excess Deferrals for a calendar year and any income allocable thereto may be distributed at any time after the Excess Deferrals are received but in no case will the Excess Deferrals be distributed later than the following April 15 to Participants who claim such Excess Deferrals, subject to the following:

(a)For purposes of this section, “Excess Deferrals” means the amount of Before Tax Deposits for a calendar year that the Participant claims pursuant to the procedure in subsection (b) because the total amount deferred for the calendar year under this Plan and any other plan exceeds the limit under Code § 402(g).

(b)The Participant’s written claim, specifying the Participant’s Excess Deferral for the preceding calendar year, shall be submitted to the Company no later than March 1. The claim shall include the Participant’s written statement that if such amounts are not distributed, such Excess Deferrals, when added to amounts deferred under other plans or arrangements described in Code § 401(k), 403(b), or 408(k), exceed the limit imposed on the Participant by Code § 402(g) for the year in which the deferral occurred.

(c)Excess Deferrals distributed to a Participant with respect to a calendar year shall be adjusted to include income or losses allocable thereto. The amount of income or loss shall be the pro-rata portion of the income or loss for the year for which the contributions were made and the year of distribution which is determined by the Trustee to fairly reflect the portion of the Plan’s aggregate income or loss for said years properly attributable to the Excess Deferrals.

(d)The amount of Excess Deferrals and income allocable thereto which would otherwise be distributed pursuant to this section shall be reduced, in accordance with regulations, by the amount of excess Before Tax Deposits and income allocable thereto previously distributed to the Participant pursuant to Sec. 5.11.

(e)No Matching Contributions will be provided with respect to Excess Deferrals. Any Matching Contributions made with respect to Before Tax Deposits which are later determined to be Excess Deferrals shall be forfeited and applied as provided in Sec. 5.7. The amount forfeited shall be adjusted for income or losses attributable thereto, determined as provided in Sec. 5.11(f).

Sec. 5.11Adjustment of Employer Contributions If Required by Code § 401(k) . If necessary to satisfy the requirements of Code § 401(k), Before Tax Deposits shall be adjusted as follows:

(a)If the requirements of either paragraph (1) or (2) are satisfied with respect to a Plan Year, then no further action is needed under this section:

(1)The average deferral percentage of Highly Compensated Employees for the current Plan Year is not more than 1.25 times the average deferral percentage of non-Highly Compensated Employees for the immediately preceding Plan Year.

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(2)The excess of the average deferral percentage of Highly Compensated Employees for the current Plan Year over the average deferral percentage of non-Highly Compensated Employees for the immediately preceding Plan Year is not more than two percentage points, and the average deferral percentage of Highly Compensated Employees for the current Plan Year is not more than 2 times the average deferral percentage of non-Highly Compensated Employees for the immediately preceding Plan Year.

(b)The Company may elect to apply subsection (a) by using the average deferral percentage of non-Highly Compensated Employees for the current Plan Year (rather than the preceding Plan Year). Any such election shall be made in accordance with procedures prescribed by the Internal Revenue Service and will be irrevocable except in accordance with those procedures.

(c)Average deferral percentages will be determined as follows:

(1)A Participant’s deferral percentage for a Plan Year is his Before Tax Deposits for said Plan Year (including any Excess Deferrals distributed under Sec. 5.10 but excluding any catch-up Before Tax Deposits made pursuant to Sec. 5.9(b)), divided by his or her Testing Wages for said Plan Year.

(2)The average deferral percentage for Highly Compensated Employees or non-Highly Compensated Employees for a Plan Year is the average of the individual percentages for all such employees who were eligible to make Before Tax Deposits during that Plan Year.

(3)The average deferral percentage for non-Highly Compensated Employees for the preceding Plan Year will take into account all individuals who were eligible to make Before Tax Deposits and were non-Highly Compensated Employees during the preceding Plan Year, regardless of whether the individual is eligible to make Before Tax Deposit and/or is a non-Highly Compensated Employee for the current Plan Year.

(4)The individual and average deferral percentages shall be calculated to the nearest one-hundredth of one percent.

(d)If neither of the requirements of subsection (a) is satisfied, then the Before Tax Deposits with respect to Highly Compensated Employees shall be reduced as follows:

(1)Determine excess amount with respect to each Highly Compensated Employee. The Company will determine the maximum individual deferral percentage which could be allowed and still satisfy (a)(1) or (a)(2). For each Highly Compensated Employee whose actual deferral percentage was higher than the maximum individual percentage, the Company will determine the amount of excess Before Tax Deposits (i.e. the amount by which the individual’s actual Before Tax Deposits exceeds what the individual’s Before Tax Deposits would have been if he or she had contributed the maximum

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permitted deferral percentage).

(2)Add up excess amount for all Highly Compensated Employees. Rather than distributing the amounts determined in (1) to the individuals whose Before Tax Deposits exceeded the maximum permitted deferral percentage, these amounts will be added together to determine an aggregate amount of excess deferrals.

(3)Reduce Before Tax Deposits. Reduce Before Tax Deposits of the Highly Compensated Employee who contributed the highest dollar amount by the amount required to cause Before Tax Deposits to equal the amount contributed by the Highly Compensated Employee with the next highest dollar amount. Continue making such reductions until the aggregate amount of reductions equals the total determined in (2).

(e)At any time during the Plan Year, the Company may make an estimate of the amount of Before Tax Deposits by Highly Compensated Employees that will be permitted under this section for the year and may limit the Before Tax Deposits for such Employees to the extent the Company determines in its sole discretion to be necessary to satisfy at least one of the requirements in subsection (a).

(f)The amount by which Before Tax Deposits with respect to Highly Compensated Employees are reduced pursuant to subsection (e) shall be applied as follows:

(1)Such reductions for Highly Compensated Employees who were age 50 or older by the last day of the Plan Year for which the contribution was made will be recharacterized as catch-up contributions, but only to the extent that the recharacterized amount, when added to any other catch-up contributions previously made by the Participant, do not exceed the applicable limit under Sec. 5.9(b).

(2)Any remaining reduction amount for employees age 50 or older, and the full reduction amount for employees younger than age 50 (in either case adjusted for income or losses allocable thereto) shall be distributed to Participants on whose behalf such excess contributions were made no later than December 31 of the following Plan Year. Furthermore, the Company shall attempt to distribute such amount by March 15 of the following Plan Year to avoid the imposition on the Company of an excise tax under Code § 4979. Income or losses allocable to contributions which are being distributed shall be the pro-rata portion of the income or loss for the year for which the contributions were made and the year of distribution which is determined by the Trustee to fairly reflect the portion of the Plan’s aggregate income or loss for said years properly attributable to such contributions  The amount which would otherwise be distributed pursuant to this subsection shall be reduced by the amount previously distributed to the Participant pursuant to Sec. 5.10 for the same Plan Year.

(g)No Matching Contributions will be provided with respect to excess Before Tax Deposits that are distributed pursuant to paragraph (2) of subsection (f). However,

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excess Before Tax Deposits which are recharacterized as catch-up deposits will remain eligible for matching. Any Matching Contributions made with respect to Before Tax Deposits which are distributed because they exceed the limitations under this section shall be forfeited and applied as provided in Sec. 5.7. The amount forfeited shall be adjusted for income or losses attributable thereto, determined as provided in subsection (f).

Sec. 5.12Adjustment of Matching Contributions, After Tax Deposits, and Retirement Contributions Required by Code § 401(m). If necessary to satisfy the requirements of Code § 401(m), Matching Contributions, Retirement Contributions, and After Tax Deposits shall be adjusted as follows:

(a)If the requirements of either paragraph (1) or (2) are satisfied, then no further action is needed under this section:

(1)The average contribution percentage of Highly Compensated Employees for the current Plan Year is not more than 1.25 times the average contribution percentage of non-Highly Compensated Employees for the immediately preceding Plan Year.

(2)The excess of the average contribution percentage of Highly Compensated Employees for the current Plan Year over the average contribution percentage of non-Highly Compensated Employees for the immediately preceding Plan Year is not more than two percentage points, and the average contribution percentage of Highly Compensated Employees for the current Plan Year is not more than 2 times the average contribution percentage of non-Highly Compensated Employees for the immediately preceding Plan Year.

(b)The Company may elect to apply subsection (a) by using the average contribution percentage of non-Highly Compensated Employees for the current Plan Year (rather than the preceding Plan Year). Any such election shall be made in accordance with procedures prescribed by the Internal Revenue Service and will be irrevocable except in accordance with those procedures.

(c)Average contribution percentages will be determined as follows:

(1)A Participant’s contribution percentage for a Plan Year is the amount in (A) divided by the amount in (B):

(A)The Participant’s Matching Contributions, Retirement Contributions, and After-Tax Deposits for that Plan Year, reduced by any Matching Contributions forfeited under Sec. 5.10(e) or Sec. 5.11(g).

(B)The Participant’s Testing Wages for said Plan Year.

(2)The average contribution percentage for Highly Compensated Employees or non-Highly Compensated Employees for a Plan Year is the average of the individual percentages for all such employees who were eligible to make Before Tax Deposits during that Plan Year.

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(3)The average contribution percentage for non-Highly Compensated Employees for the preceding Plan Year will take into account all individuals who were eligible to make Before Tax Deposits and were non-Highly Compensated Employees during the preceding Plan Year, regardless of whether the individual is eligible to make  Before Tax Deposits and/or is a non-Highly Compensated Employee for the current Plan Year.

(4)The individual and average contribution percentages shall be calculated to the nearest one-hundredth of one percent.

(d)If neither of the requirements of subsection (a) is satisfied, then Matching Contributions, Retirement Contributions, and After Tax Deposits with respect to Highly Compensated Employees shall be reduced as follows:

(1)Determine excess amount with respect to each Highly Compensated Employee. The Company will determine the maximum individual contribution percentage which could be allowed and still satisfy (a)(1) or (a)(2). For each Highly Compensated Employee whose actual contribution percentage was higher than the maximum individual percentage, the Company will determine the amount of excess contributions (i.e. the amount by which the individual’s actual After Tax Deposits, Retirement Contributions, and Matching Contributions exceeds what they would have been if limited to the maximum permitted contribution percentage).

(2)Add up excess amount for Highly Compensated Employees. Rather than distribute amounts determined in (1) to the individuals whose After Tax Deposits, Retirement Contributions, and Matching Contributions exceeded the maximum permitted contribution percentage, these amounts will be added together to determine an aggregate amount of excess contributions.

(3)Distribute Excess Contributions. Reduce After Tax Deposits, Retirement Contributions, and Matching Contributions of the Highly Compensated Employee who received the highest dollar amount to the amount contributed for the Highly Compensated Employee with the next highest dollar amount. Continue making such reductions until the aggregate amount of reductions equals the total determined in (2). To the extent possible, the reduction shall be accomplished by reducing After Tax Deposits, and then by reducing Matching Contributions.

(e)Amounts by which a Participant’s After Tax Deposits, Matching Contributions, and Retirement Contributions are reduced pursuant to (d) shall be adjusted for income or loss as provided in Sec. 5.11(f) and applied as follows:

(1)Any excess After Tax Deposits and the vested portion of any excess Matching Contributions and Retirement Contributions will be distributed to the Participant. For this purpose, the vested percentage will be the percent that would have been vested if the Participant’s Termination of Employment had occurred on December 31 of the Plan Year for which the excess amounts

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were contributed.

(2)The non-vested portion of the excess Matching Contributions and Retirement Contributions shall be forfeited and applied as provided in Sec. 5.7.

(f)Reductions, distributions, and Forfeitures required by this section for any Plan Year shall occur no later than December 31 of the following Plan Year. Furthermore, the Company shall attempt to complete such adjustments by March 15 of the following Plan Year to avoid imposition on the Company of an excise tax under Code § 4979.

(g)At any time during the Plan Year, the Company may estimate of the amount of Matching Contributions and After Tax Deposits for Highly Compensated Employees that will be permitted under this section and may reduce Matching Contributions and After Tax Deposits for Highly Compensated Employees to the extent the Company determines in its sole discretion to be necessary to satisfy at least one of the requirements in subsection (a).

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ARTICLE VI

INVESTMENT FUNDS AND ACCOUNTS

Sec. 6.1Accounts for Participants. The following Accounts may be established under the Plan for a Participant:

(a)A Before Tax Deposit Account, to which Before Tax Deposits shall be credited.

(b)A Matching Contribution Account, to which Matching Contributions shall be credited.

(c)A Retirement Account, to which Retirement Contributions for Group B Participants shall be credited.

(d)An After Tax Deposit Account, to which After Tax Deposits shall be credited.

(e)A Basic Contribution Account, to which Basic Contributions were credited in the past.

(f)A Rollover Account, to which Rollover Deposits shall be credited.

Multiple such Accounts may be established for a Participant if deemed advisable by the Company.

Sec. 6.2Valuation of Accounts. As of each Valuation Date, each Account shall be adjusted to reflect the effect of investment gains or losses, income, contributions, distributions, forfeitures, transfers, loans and all other transactions with respect to that Account since the next preceding Valuation Date.

Sec. 6.3Investment of Accounts. Accounts shall be invested as follows:

(a)Matching Contribution Accounts shall be invested in the Bemis Stock Fund. The Bemis Stock Fund shall be invested primarily in shares of Bemis Stock, but the Trustee may maintain a portion in cash, cash equivalents, or other investments. At any time after completing three years of Aggregate Continuous Service, a Participant may elect that all or any part of his or her Matching Contribution Account or future Matching Contributions be invested in other Investment Funds. A Participant may make multiple such elections. Such amounts will then be subject to the investment provisions in subsection (b), and may not be transferred back to the Bemis Stock Fund.

(b)The Company shall determine the Investment Funds which shall be available for investment of Before Tax Deposit Accounts, After Tax Deposit Accounts, Retirement Accounts, Basic Contribution Accounts, Rollover Accounts, and any amounts transferred out of the Bemis Stock Fund pursuant to subsection (a). The Company may add or delete Investment Funds from time to time. Participants may direct how these Accounts will be allocated among the Investment Funds.

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(c)All investment directions shall be in accordance with such rules and regulations as the Company, Trustee, or recordkeeper may establish from time to time for this purpose. Each investment election shall be in effect until a new investment election is made by the Participant. If a Participant fails to provide directions as to the investment of said Accounts, the Company may designate an investment vehicle to be used.

Sec. 6.4Transfers From Other Plans. If a person who was formerly a participant in another qualified defined contribution plan sponsored by a Participating Employer transfers to a position as a Qualified Employee under this Plan, the Company may but is not required to arrange for transfer of his or her accounts under the other plan to the Trust Fund for this Plan. Amounts transferred from an account under another such plan will be credited to the comparable Account under this Plan (as determined by the Company in its sole discretion) and thereafter will be subject to the provisions of this Plan with regard to the successor Account.

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ARTICLE VII

DESIGNATION OF BENEFICIARY

Sec. 7.1Persons Eligible to Designate. Any Participant may designate a Beneficiary to receive any amount payable from the Trust Fund as a result of the Participant’s death. The Beneficiary may be one or more persons, natural or otherwise. By way of illustration, but not by way of limitation, the Beneficiary may be an individual, trustee, executor, or administrator. A Participant may also change or revoke a designation previously made, without the consent of any Beneficiary named therein.

Sec. 7.2Form and Method of Designation. Any designation or a revocation of a prior designation of Beneficiary shall be in writing on such form as the Company may prescribe and shall be filed with the Company. The Company and all other parties involved in making payment to a Beneficiary may rely on the latest Beneficiary designation on file with the Company at the time of payment or may make payment pursuant to Sec. 7.3 if an effective designation is not on file, shall be fully protected in doing so, and shall have no liability whatsoever to any person making claim for such payment under a subsequently filed designation of Beneficiary or for any other reason.

Sec. 7.3No Effective Designation. If there is not on file with the Company an effective designation of Beneficiary by a deceased Participant, the Beneficiary shall be the person or persons surviving the Participant in the first of the following classes in which there is a survivor, share and share alike:

(a)The Participant’s spouse.

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

(c)The Participant’s parents.

(d)The Participant’s brothers and sisters.

(e)The Participant’s personal representative (executor or administrator).

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

Sec. 7.4Beneficiary May Not Designate. No Beneficiary may designate a successor Beneficiary. If a Beneficiary of a deceased Participant dies before receiving all benefits to which the Beneficiary is entitled, the remaining benefits shall be paid to the personal representative (executor or administrator) of the deceased Beneficiary. However, an alternate payee under a Qualified Domestic Relations Order may designate a Beneficiary to receive benefits in the event of the alternate payee’s death.

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Sec. 7.5Special Requirements for Married Participants. Notwithstanding the provisions of Sec. 7.1, if a Participant is married at the time of the Participant’s death, the Participant’s Beneficiary shall be his or her spouse unless the spouse has consented in writing to the designation of a different Beneficiary, the spouse’s consent acknowledges the effect of such designation, and the spouse’s consent is witnessed by a representative of the Plan or a notary public. The previous sentence shall not apply if it is established to the satisfaction of the Company that such consent cannot be obtained because there is no spouse, because the spouse cannot be located, or because of such other circumstances as may be prescribed by federal regulations. Any consent of a spouse under this section shall be irrevocable.

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ARTICLE VIII

BENEFIT REQUIREMENTS

Sec. 8.1Benefits on Retirement or Disability. If a Participant’s Termination of Employment is due to Normal Retirement or Disability Retirement, the Participant shall receive the value of his or her Accounts. The benefits shall be paid at the times and in the manner determined under Article IX.

Sec. 8.2Other Termination of Employment. If a Participant’s Termination of Employment occurs (for any reason other than his death) under circumstances such that he or she is not entitled to a benefit under Sec. 8.1, he or she shall be entitled to a benefit equal to the vested percentage of the value of his or her Matching Contribution Account, Retirement Account, and Basic Contribution Account and the total value of his or her other Accounts, subject to the following:

(a)If a Participant’s Termination of Employment occurs on or after January 1, 2002, the vested percentage shall depend on the number of his or her Years of Aggregate Continuous Service at the time of the Termination of Employment, as follows:

Vesting Schedule

Years of Aggregate
Continuous Service	Vested Percentage
Less than 3 years	0%
3 years or more	100%

(b)That part of a Matching Contribution Account, Retirement Account, or Basic Contribution Account which is not vested shall be forfeited as soon as administratively practicable after a Participant’s Termination of Employment and applied as a credit against employer contributions thereafter falling due as provided in Sec. 5.7. Amounts so forfeited are referred to herein as “Forfeitures”.

(c)If a Participant whose Account was forfeited under subsection (b) is subsequently reemployed and completes a Year of Aggregate Continuous Service before incurring a Recognized Break In Service of at least 60 months duration, on or about the last Valuation Date of the Plan Year in which he or she completes such Year of Aggregate Continuous Service, a Matching Contribution Account, Retirement Account, and Basic Contribution Account shall be reinstated, to which he or she shall be entitled if and to the extent vested in accordance with the provisions of this Article upon subsequent Termination of Employment. The initial value of such Matching Contribution Account, Retirement Account, or Basic Contribution Account as of such Valuation Date shall be equal to the amount forfeited under subsection (b).

(d)The amount required to reinstate an Account pursuant to subsection (c) as of the last day of a Plan Year shall be provided from the following sources in the priority indicated:

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(1)Amounts forfeited under subsection (b) for the Plan Year.

(2)Employer contributions.

(e)The benefit under this section shall be paid at the times and in the manner determined under Article IX.

Sec. 8.3Death. If a Participant’s Termination of Employment is the result of his or her death, the Participant’s Beneficiary shall be entitled to a benefit equal to the value of the sum of the Participant’s Accounts. If a Participant’s death occurs after Termination of Employment, the Participant’s Beneficiary shall be entitled to such benefit as the Participant would have been entitled thereafter from the Trust Fund had the Participant lived. Benefits to which Beneficiaries become entitled under this section shall be paid at the times and in the manner determined under Article IX.

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ARTICLE IX

DISTRIBUTION OF BENEFITS

Sec. 9.1Time and Method of Payment. Except as provided in Sec. 9.2, the benefit to which a Participant or Beneficiary may become entitled under Article VIII shall be distributed in a single sum or in installments at such time and according to such method as he or she elects, subject to the following:

(a)Distributions to which a Participant is entitled may begin at any time after his or her Termination of Employment, but must begin not later than his required beginning date, subject to the following:

(1)Distribution may be made in (i) a single sum, or (ii) annual or more frequent installments (or a combination thereof) as elected by the Participant.

(2)Pursuant to Code § 401(a)(14), a Participant has the right to receive distributions from the Plan at age 65 (or at Termination of Employment, if later). Such distributions will be made upon receipt of proper instructions from the Participant.

(3)A Participant’s “required beginning date” is April 1 of the Plan Year following the later of (i) the Plan Year in which the Participant attains age 70½, or (ii) the Plan Year in which the Participant’s Termination of Employment occurs. However, if the Participant is a 5% owner, as described in Code § 416, the required beginning date is April 1 following the Plan Year he or she reaches age 70½, regardless of whether he or she has had a Termination of Employment.

(b)For distributions made for calendar years beginning on or after January 1, 2003, the Plan will apply the minimum distribution and incidental death benefit requirements of Code § 401(a)(9) in accordance with Treas. Reg. §1.401(a)(9)-1 through 1.401(a)(9)-9. These requirements will override any distribution options in the Plan that are inconsistent with § 401(a)(9). (Distributions during 2002 were determined under Code § 401(a)(9) regulations proposed on January 17, 2002.)

(c)The amount distributed to a Participant for the calendar year preceding his or her required beginning date and for each subsequent calendar year shall not be less than the amount required by Treas. Reg. 1.401(a)(9)-5. The distribution for the calendar year preceding the individual’s required beginning date must be paid not later than the required beginning date. The distribution for each subsequent year must be paid not later than December 31^st of that year.

(d)If the Participant dies after his or her required beginning date and after beginning to receive payments in installments, the remaining payments shall be made to the Beneficiary in annual amounts at least equal to the minimum amount required by Treas. Reg. 1.401(a)(9)-5.

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(e)If the Participant dies before his or her required beginning date, the Participant’s Accounts shall be distributed to the Beneficiary not later than December 31 of the year containing the fifth anniversary of the Participant’s death, subject to the following:

(1)Distributions to a Beneficiary may extend beyond five years from the death of the Participant if they are in the form of installment payments over a period not exceeding the Beneficiary’s life expectancy, provided such payments begin not later than December 31 of the year following the year in which the Participant’s death occurred.

(2)If a Beneficiary is the surviving spouse of the Participant, payments to that surviving spouse pursuant to paragraph (1) need not commence until December 31 of the year in which the Participant would have reached age 70½.

(f)If a Beneficiary of a deceased Participant dies before receiving all benefits to which the Beneficiary is entitled under the Plan, any remaining amount shall be paid to the personal representative (executor or administrator) of the deceased Beneficiary promptly after the Beneficiary’s death.

(g)If more than one Beneficiary is entitled to benefits following the Participant’s death, the interest of each Beneficiary shall be segregated into a separate Account for purposes of applying this section.

(h)If distributions are made in installments, the amount to be distributed each calendar year, beginning with the first calendar year for which payments are required pursuant to Code § 401(a)(9), must be at least equal to the quotient obtained by dividing the entire interest of the individual on the most recent Valuation Date preceding the calendar year (adjusted as may be required by Treasury regulations) by the applicable distribution period determined under Treas. Reg. 1.401(a)(9)-5.

(i)Distributions shall be made in accordance with the requirements of Code § 401(a)(9), including the incidental death benefit requirements of Code § 401(a)(9)(G) and the regulations thereunder. No distribution option otherwise permitted under this Plan will be available to a Participant or Beneficiary if such distribution option does not meet the requirements of Code § 401(a)(9), including paragraph (G) thereof.

Sec. 9.2Accounts Totaling $5,000 or Less. If the total value of the Accounts of a Participant (or a Beneficiary following the Participant’s death) is $5,000 or less prior to the time distributions are to commence, a single-sum distribution shall be made to the Participant (or Beneficiary) as soon as administratively feasible following the Participant’s Termination of Employment or death. Certain distributions pursuant to this section are subject to automatic rollover pursuant to Sec. 9.14(f).

Sec. 9.3Form of Distribution. Single sum distributions from Matching Contribution Accounts and Retirement Accounts shall be distributed in shares of Company Stock or in cash, as elected by the recipient. If a Participant so elects, any portion of his or her Matching Contribution Account that was transferred from the Bemis Stock Fund to other investment funds will be reinvested in shares of Bemis Stock immediately prior to distribution, and the shares distributed in

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kind as part of the single sum distribution. Installment distributions from Matching Contribution Accounts and Retirement Accounts shall be made in cash. All distributions from other Accounts shall be made in cash.

Sec. 9.4Dividend Withdrawals. A Participant who has completed three or more years of Aggregate Continuous Service may elect each Plan Year to withdraw dividends on Bemis Stock held in his or her Matching Contribution Account. Such withdrawals are subject to the following:

(a)Elections shall be made annually during an election period designated by the Company, and will remain in effect until modified in a subsequent election period.

(b)If a Participant elects such withdrawals, the dividends will be distributed on (or shortly after) the dividend payment date. Such distributions may be made by the Trustee or directly by the Company.

(c)If a Participant elects not to withdraw dividends (or does not make any election), dividends will remain in the Trust Fund where they will be reinvested in the Bemis Stock Fund.

(d)Such elections may also be made by Participants who are former employees and Beneficiaries of deceased Participants.

Sec. 9.5Withdrawals. A Participant may request a cash withdrawal prior to his or her Termination of Employment in accordance with the following:

(a)A Participant may at any time withdraw all or any part of his or her After-Tax Deposit Account or Rollover Account. A Participant may not make more than one such withdrawal in any one Plan Year. Hardship withdrawals under subsection (b) shall not be permitted unless the Participant has previously withdrawn or concurrently withdraws the entire amount held in his or her After-Tax Deposit Account and Rollover Account.

(b)A withdrawal may be made from his or her Before-Tax Deposit Account only to meet a financial hardship.

(1)A hardship withdrawal will be permitted to the extent that the Company deems (from the hardship withdrawal request information) that both of the following requirements are met:

(A)The distribution must be made on account of one of the following reasons:

(i)Medical expenses described in Code § 213(d) incurred or to be incurred by the Participant, the Participant’s spouse, or any dependents of the Participant, as defined in Code § 152.

(ii)Purchase (excluding mortgage payments) of the principal residence of the Participant.

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(iii)Payment of tuition, related educational fees, and room and board expenses for the next 12 months of post-secondary education for the Participant, or for his or her spouse, children or dependents.

(iv)The need to prevent eviction of the Participant from his or her principal residence or mortgage foreclosure on such residence.

(v)Payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children, or dependents (as defined in Code § 152 but without regard to Code § 152(d)(1)(B)).

(vi)Expenses for the repair of damage to the Participant’s primary residence that would qualify for the casualty deduction under Code § 165 (determined without regard to whether the loss exceeds 10% of adjusted gross income).

(B)All of the following requirements must be satisfied:

(i)The amount of the distribution cannot exceed the amount of the immediate and heavy financial need of the Participant, including any amount required to cover taxes the Participant can reasonably be expected to incur in connection with the distribution. The Plan recordkeeper may reasonably rely on the Participant’s representation as to that amount.

(ii)The Participant must have obtained all distributions, other than hardship distributions, and all nontaxable loans currently available under all plans maintained by the Company or any Affiliate.

(iii)The Participant’s Before-Tax Deposits and After-Tax Deposits under the Plan and all elective contributions and employee contributions under all other qualified and non-qualified plans of deferred compensation maintained by the Company or any Affiliate will be suspended for at least six months after the receipt of the hardship distribution.

(2)Earnings credited to the Participant’s Before-Tax Deposit Account cannot be withdrawn under this subsection.

(c)Requests for withdrawals under this section shall be submitted to the Plan recordkeeper in such form as the Company has authorized for this purpose. Payment of withdrawals under this section shall be made promptly after the Plan recordkeeper has received and reviewed the form for completeness, meaning that upon such review the hardship withdrawal shall be deemed to be authorized and approved by the Company. The Company shall review and resolve any issues that the Plan recordkeeper identifies with respect to any such request.

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Sec. 9.6Loans to Participants. The Company may authorize a loan to a Participant who makes application therefor. Each such loan shall be subject to the following provisions:

(a)In no event shall the Company authorize a loan to a Participant which, together with the unpaid principal and accrued interest of any other outstanding loan to such Participant, exceeds whichever of the following amounts is least:

(1)50% of the aggregate value of all of the Participant’s Accounts, to the extent vested.

(2)The value of the Participant’s Before Tax Deposit Account and Rollover Account.

(3)$50,000, reduced by the excess, if any, of (i) the highest outstanding loan balance during the year ending the day before the loan is made over (ii) the outstanding loan balance on the date the loan is made.

(b)No loan may be for an amount less than $1,000. If the amount available for a loan is limited under subsection (a) to an amount less than $1,000, then no loan may be made.

(c)A Participant may not have more than two loans outstanding at any point in time.

(d)Each loan to a Participant shall be supported by a promissory note payable to the Trustee. Each such loan shall be adequately secured by the Participant’s Accounts. A loan shall be considered adequately secured if the loan amount does not exceed one-half of the Participant’s vested balance in all Accounts on the date the loan is made.

(e)Each loan shall bear a reasonable rate of interest as determined by the Company.

(f)Each loan shall provide for the payment of accrued interest and principal in substantially equal installments no less frequently than quarterly over a stated term not to exceed five years. All loans shall be repaid through payroll deductions. The Participant shall execute any documents required to authorize payroll deductions.

(g)A Participant may prepay a loan anytime at least six months after the loan is made by paying the Trustee the full remaining principal balance and any accrued interest. Partial prepayments are not permitted. No prepayment may be made during the first six months after a loan was made.

(h)In accordance with the foregoing standards and requirements, loans shall be available to all Participants on a reasonably equivalent basis. All loans shall be governed by such rules and regulations as the Company may adopt, and applications for loans shall be made on such forms as the Company may provide or approve for such purpose.

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(i)The Company or Trustee shall cause to be furnished to any individual receiving a loan any information required to be furnished pursuant to the Federal Truth in Lending Act, if applicable, or pursuant to any other applicable law.

(j)Loans to a Participant will come from his or her Before Tax Deposit Account and/or Rollover Account. Interest the Participant pays on the loan will be credited to said Account, and the Account will be reduced to reflect any loss incurred due to the Participant’s failure to repay the loan.

(k)Failure to pay any installment of interest or principal on a loan by the end of the calendar quarter following the calendar quarter in which the payment was due, shall constitute a default on the unpaid balance of the loan. Notwithstanding the foregoing, if a Participant is on an unpaid leave of absence, no default will occur for a period of up to one year (or until the end of the leave of absence, if shorter). This grace period will not extend the original repayment period of the loan, however, and the unpaid loan balance must be reamortized over the remaining portion of the original repayment period following the end of the leave of absence. If a Participant is performing military service for the United States, however, loan repayments shall be suspended as permitted under Code § 414(u)(4) and no reamortization will be required. Events of a default shall also include any other events identified as such in the Participant’s Note. Upon a default, the entire loan balance will be declared to be in default to the extent required by (and in accordance with) applicable Treasury Regulations. In the event of a default on a loan, foreclosure on the Note and application of the Participant’s Account to satisfy the Note will not occur until the earliest date on which the Participant or Participant’s Beneficiary is eligible to receive payment of benefits under Article VIII.

(l)The Company may require that upon a Participant’s Termination of Employment, or at any time thereafter, any outstanding loan will be satisfied by a reduction of his or her Before Tax Deposit Account or Rollover Account. Also, if a benefit is payable Participant, and a loan to that Participant is outstanding, the benefit may be paid in whole or in part by distributing the promissory note relating to said loan. The value of the promissory note shall be deemed to equal the unpaid principal amount on the note. The Company also may require repayment of an outstanding loan at any time after the borrower’s Termination of Employment.

(m)No loan may be made to a former employee or to an employee who is not a Qualified Employee.

Sec. 9.7Accounting Following Termination of Employment. The Participant’s Accounts shall continue to be invested and valued as provided in Article VI until distributed.

Sec. 9.8Reemployment. Distributions from the Trust Fund shall cease upon reemployment of a Participant in a regular position by a Participating Employer, and shall recommence in accordance with the provisions of this Article upon his or her subsequent Termination of Employment.

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Sec. 9.9Source of Benefits. All benefits to which persons become entitled hereunder shall be provided only out of the Trust Fund and only to the extent that the Trust Fund is adequate therefor. No benefits are provided under the Plan except those expressly described herein.

Sec. 9.10Incompetent Payee. If in the opinion of the Company a person entitled to payments hereunder is disabled from caring for his or her affairs because of mental condition, physical condition, or age, payment due such person may be made to such person’s guardian, conservator, or other legal personal representative upon furnishing the Company with evidence satisfactory to the Company of such status. Prior to the furnishing of such evidence, the Company may cause payments due the person under disability to be made, for such person’s use and benefit, to any person or institution then in the opinion of the Company caring for or maintaining the person under disability. The Company shall have no liability with respect to payments so made. The Company shall have no duty to make inquiry as to the competence of any person entitled to receive payments hereunder.

Sec. 9.11Benefits May Not Be Assigned or Alienated. Except as otherwise expressly permitted by the Plan or required by law, the interests of persons entitled to benefits under the Plan may not in any manner whatsoever be assigned or alienated, whether voluntarily or involuntarily, or directly or indirectly. However, the Plan shall comply with the provisions of any court order which the Company determines is a qualified domestic relations order as defined in Code § 414(p). Notwithstanding any provisions in the Plan to the contrary, an individual who is entitled to payments from the Plan as an “Alternate Payee” pursuant to a Qualified Domestic Relations Order may receive a lump-sum payment from the Plan as soon as administratively feasible, whether or not the Participant is an active employee, after the Company’s determination that the order is a Qualified Domestic Relations Order, unless the order specifically provides for payment to be made at a time later, or in a different form than permitted, under Sec. 9.1. The Company may defer distributions from an account subject to a domestic relations order pending determination that the order is qualified.

Sec. 9.12Payment of Taxes. The Trustee may pay any estate, inheritance, income, or other tax, charge, or assessment attributable to any benefit payable hereunder which in the Trustee’s opinion it shall be or may be required to pay out of such benefit. The Trustee may require, before making any payment, such release or other document from any taxing authority and such indemnity from the intended payee as the Trustee shall deem necessary for its protection.

Sec. 9.13Conditions Precedent. No person shall be entitled to a benefit hereunder until his or her right thereto has been finally determined by the Company nor until he or she has submitted to the Company or Trustee relevant data and forms they reasonably request, including, but not limited to, proof of birth or death.

Sec. 9.14Rollovers and Transfers to Other Qualified Plans. A distributee may elect, at the time and in the manner prescribed by the Company, to have any portion of an eligible rollover distribution equal to or greater than $200 paid directly to another eligible retirement plan specified by the distributee in a direct rollover. The following definitions shall be used in administering the provisions of this Section.

(a)Eligible rollover distribution:  An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include:  any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated Beneficiary, or for a

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specified period of ten years or more; and any distribution to the extent such distribution is required under Code § 401(a)(9).

(b)Eligible retirement plan:  An eligible retirement plan is an individual retirement account described in Code § 408(a), an individual retirement annuity described in Code § 408(b), an annuity plan described in Code § 403(a), a qualified trust described in Code § 401(a), an eligible deferred compensation plan described in Code § 457(b) maintained by a governmental entity such as a state, political subdivision of a state, or agency or instrumentality of a state or political subdivision of a state which agrees to separately account for amounts transferred from this Plan, and a tax sheltered annuity contract described in Code § 403(b) that accepts the distributee’s eligible rollover distribution.

(c)Distributee:  A distributee includes an employee or former employee. In addition, the employee’s or former employee’s surviving spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code § 414(p), are distributees with regard to the interest of the spouse or former spouse.

(d)Direct rollover:  A direct rollover is a payment by the Trustee to the eligible retirement plan specified by the distributee.

(e)After-Tax Distributions: Notwithstanding (b), an eligible rollover distribution of After-Tax Deposits can only be made to an individual retirement account or annuity, or to another defined contribution plan qualified under Code § 401(a) or 403(a) which separately accounts for the After-Tax Deposits, in a direct trustee-to-trustee transfer.

(f)Automatic rollovers: On or after March 28, 2005, each lump sum distribution made to a Participant under Sec. 8.2 which is in excess of $1,000 shall be automatically rolled over to an individual retirement account selected by the Company unless the Participant directs that the distribution be paid directly to the distributee or rolled over to another eligible retirement plan. Automatic rollovers are subject to Code § 401(a)(31) and any applicable Treasury Department or Labor Department guidance interpreting the automatic rollover requirements. However, the automatic rollover requirement does not apply to the following types of lump sum distributions:

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

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

Sec. 9.15Nonterminable ESOP Protections. Because Company Stock is readily tradable on an established market, the put provisions referred to in Code § 409(h) are not applicable to such stock. If such stock ceases to be readily tradable on an established market, said provisions shall become and remain applicable until such time as such stock resumes being readily tradable on an established market.

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ARTICLE X

TRUST FUND

Sec. 10.1Composition. All sums of money and all securities and other property received by the Trustee for purposes of the Plan, together with all investments made therewith, the proceeds thereof, and all earnings and accumulations thereon, and the part from time to time remaining shall constitute the “Trust Fund”. The Company may cause the Trust Fund to be divided into any number of parts for investment purposes or any other purposes necessary or advisable for the proper administration of the Plan.

Sec. 10.2Trustee. The Trust Fund shall be held and invested by the Trustee. The selection and appointment of the Trustee shall be made by the Company. The Company shall have the right at any time to remove the Trustee and appoint a successor thereto, subject only to the terms of any applicable trust agreement. The Company shall have the right to determine the form and substance of the trust agreement under which the Trust Fund is held, subject only to the requirement that it is not inconsistent with the provisions of the Plan. Any such trust agreement may contain provisions pursuant to which the Trustee will make investments on direction of a third party.

Sec. 10.3Compensation and Expenses of Trustee. The Trustee shall be entitled to receive such reasonable compensation for its services as may be agreed upon with the Company. The Trustee shall also be entitled to reimbursement for all reasonable and necessary costs, expenses, and disbursements incurred by it in the performance of its services. Such compensation and reimbursements shall be paid from the Trust Fund if not paid directly by the Participating Employers in such proportions as the Company shall determine.

Sec. 10.4Investment in Company Stock. Subject to any applicable limitations in Sec. 6.3, all or part of the Fund may be invested in Company Stock. As required by Treas. Reg. 54.4975-11(b), the portion of the Plan which is an employee stock ownership plan (i.e. the portion comprised of Matching Contribution Accounts) shall be invested primarily in Company Stock. The Plan permits Participants who have completed 3 years of Aggregate Continuous Service to diversify their Accounts in the ESOP portion of the Plan into other investments. These diversification provisions are intended to satisfy the diversification requirements of Code § 401(a)(28)(B), but they give Participants more investment flexibility than is required by that Code section. Subject to the foregoing provisions of this section, the Trustee may hold a portion of the Company Stock fund in cash, cash equivalents, or investments other than Company Stock.

Sec. 10.5No Diversion. The Trust Fund shall be for the exclusive purpose of providing benefits to Participants under the Plan and their Beneficiaries and defraying reasonable expenses of maintaining and administering the Plan. By way of illustration and not by limitation, such expenses may include (i) premiums for the bonding of Plan officials required by ERISA and (ii) reasonable compensation and reimbursement of expenses of the Trust Fund’s, accountants, legal counsel, and other service providers unrelated to the Company or the Participating Employers, relating to the establishment and administration of the Plan and the Trust Fund or keeping the Plan in compliance with legal requirements. No part of the corpus or income of the Trust Fund may be used for, or diverted to, purposes other than the exclusive benefit of employees of the Participating Employers or their Beneficiaries. Notwithstanding the foregoing:

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

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

In the case of any such return of contribution, the Company shall cause such adjustments to be made to the Accounts of Participants as it considers fair and equitable under the circumstances resulting in the return of such contribution.

Sec. 10.6Voting Bemis Stock. Before each meeting of stockholders of the Company, the Company shall cause to be sent to each Participant who has an Account in the Bemis Stock Fund as of a Valuation Date selected by the Company, copies of the proxy materials sent to stockholders of record of the Company. Each such Participant shall have the right to instruct the Trustee confidentially on a form prescribed by the Company as to the method of voting on the propositions submitted to stockholders. Each such Participant shall have a number of votes with respect to his Matching Contribution Account and Retirement Account in the same proportion to the number of full shares of Bemis Stock held in the Bemis Stock Fund as the value of the portion of the Participant’s Matching Contribution Account invested in the Bemis Stock Fund bears to the value of said Fund, all determined as of said Valuation Date. Under no circumstances will the Trustee permit a Participating Employer or a representative thereof to see any confidential voting instructions given by a Participant to the Trustee. The Trustee shall tabulate the instructions, determine the number of votes for and against each proposition, and vote the shares in proportion to the ratio of votes for and against such proposition. The Company may establish a deadline by which individual Participants must give the Trustee such directions. The Company may require verification of the Trustee’s compliance with voting instructions received from Participants by an independent auditor selected by the Company.

Sec. 10.7Tender or Exchange Offers Regarding Bemis Stock. As soon as practicable after the commencement of a tender or exchange offer (an “Offer”) for shares of Bemis Stock, the Company shall use its best efforts to cause each Participant who has an Account invested in the Bemis Stock Fund to be advised in writing of the terms of the Offer, and to be provided with forms by which the Participant may instruct the Trustee, or revoke such instruction, to tender shares of Bemis Stock, to the extent permitted under the terms of such Offer. The Trustee shall follow the directions of each Participant. The Trustee shall not tender shares for which no instructions are received. In advising Participants of the terms of the Offer, the Company may include statements from the Board setting forth its position with respect to the Offer. The giving of instructions by a

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Participant to the Trustee to tender shares and the tender thereof shall not be deemed a withdrawal or suspension from the Plan or a forfeiture of any portion of such Participant’s interest in the Plan solely by reason of the giving of such instructions and the Trustee’s compliance therewith. The number of shares as to which a Participant may provide instructions shall be in the same proportion to the total number of shares of Bemis Stock in the Bemis Stock Fund as the value of the Participant’s Matching Contribution Account invested in the Bemis Stock Fund (whether or not vested) bears to the total value of said Fund, all determined as of the close of business on the day preceding the date on which the Offer is commenced or such earlier date as shall be designated by the Company as the Company, in its sole discretion, deems appropriate for reasons of administrative convenience. Any securities received by the Trustee as a result of a tender of shares of Bemis Stock shall be held, and any cash so received shall be invested in short-term investments, for the account of the Participant with respect to whom shares were tendered pending any reinvestment by the Trustee, as it may deem appropriate, consistent with the purposes of the Plan.

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ARTICLE XI

ADMINISTRATION OF PLAN

Sec. 11.1Administration by Company. Except as expressly otherwise provided herein, the Company shall control and manage the operation and administration of the Plan and make all decisions and determinations incident thereto. In carrying out its Plan responsibilities, the Company shall have discretionary authority to construe the terms of the Plan. Except in cases where the Plan expressly requires action on behalf of the Company to be taken by its board of directors, action on behalf of the Company may be taken by any of the following:

(a)The Board.

(b)The chief executive officer of the Company.

(c)Any person or persons, natural or otherwise, or committee, to whom responsibilities for the operation and administration of the Plan are allocated by the Company, by resolution of the Board, but action of such person or persons, or committee shall be within the scope of said allocation.

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

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

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

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

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

(d)At any time that the Plan has more than one Named Fiduciary, if pursuant to the Plan provisions fiduciary responsibilities are not already allocated among such Named Fiduciaries, the Company may provide for such allocation; except that such allocation shall not include any responsibility, if any, in a trust agreement to manage or control the assets of the Plan other than a power under the trust agreement to appoint an investment manager as defined in ERISA.

(e)Unless expressly prohibited in the appointment of a Named Fiduciary which is not the Company acting as provided in Sec. 11.1, such Named Fiduciary by written

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instrument may designate a person or persons other than such Named Fiduciary to carry out any or all of the fiduciary responsibilities under the Plan of such Named Fiduciary; except that such designation shall not include any responsibility, if any, in a trust agreement to manage or control the assets of the Plan other than a power under the trust agreement to appoint an investment manager as defined in ERISA.

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

Each Named Fiduciary, each other fiduciary, each person employed pursuant to subsection (b) above, and each investment manager shall be entitled to receive reasonable compensation for services rendered, or for the reimbursement of expenses properly and actually incurred in the performance of their duties with the Plan and to payment therefor from the Trust Fund if not paid directly by the Participating Employers in such proportions as the Company shall determine. However, neither the Company nor any person serving as a fiduciary who already receives full-time pay from any employer or association of employers whose employees are Participants, or from an employee organization whose members are Participants, shall receive compensation from the Plan, except for reimbursement of expenses properly and actually incurred.

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

Sec. 11.4Correction of Errors. It is recognized that in the operation and administration of the Plan certain mathematical and accounting errors may be made or mistakes may arise by reason of factual errors in information supplied to the Company or Trustee. The Company shall have power to cause such equitable adjustments to be made to correct for such errors as the Company in its discretion considers appropriate. Such adjustments shall be final and binding on all persons.

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

Sec. 11.6Claims Procedure. The Company shall establish a claims procedure consistent with the requirements of ERISA. Such claims procedure shall provide adequate notice in writing to any Participant or beneficiary whose claim for benefits under the Plan has been denied, setting forth the specific reasons for such denial, written in a manner calculated to be understood by the claimant and shall afford a reasonable opportunity to a claimant whose claim for benefits has been denied for a full and fair review by the appropriate Named Fiduciary of the decision denying the claim. No person claiming a benefit under the Plan may initiate a civil action regarding a claim until all steps under the Company’s claims procedure, including appeals, have been completed.

Sec. 11.7Bonding. Plan personnel shall be bonded to the extent required by ERISA. Premiums for such bonding may, in the sole discretion of the Company, be paid in whole or in part

42

from the Trust Fund. Such premiums may also be paid in whole or in part by the Participating Employers in such proportions as the Company shall determine. The Company may provide by agreement with any person that the premium for required bonding shall be paid by such person.

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

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

Sec. 11.10Indemnification. In addition to any other applicable provisions for indemnification, the Participating Employers jointly and severally agree to indemnify and hold harmless, to the extent permitted by law, each member of the governing body, director, officer, and employee (collectively referred to herein as “Indemnitee”) of the Participating Employers against any and all liabilities, losses, costs or expenses (including legal fees) of whatever kind and nature which may be imposed on, reasonable incurred by, or asserted against such person at any time by reason of such person’s services as a fiduciary in connection with the Plan, but only if such person did not act dishonestly, or in bad faith, or in willful violation of the law or regulations under which such liability, loss, cost, or expense arises. The Participating Employers shall have the right, but not the obligation, to select and control the defense and settlement of any action against the Indemnitee for which the Indemnitee may be entitled to indemnification under this provision.

Sec. 11.11Benefits of Reemployed Veterans.Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to Qualified Military Service will be provided in accordance with Code § 414(u). For this purpose:

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

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

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

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

(2)If the individual received a distribution of the benefits accrued under the Plan prior to the Qualified Military Service, he or she may repay said amount to

43

the Plan. Any such repayment must be made not later than five years after the individual’s reemployment date.

(3)The individual may make Before Tax Deposits in an amount equivalent to the contributions that would have been permitted if he or she had remained at the Company or an Affiliate during the period of Qualified Military Service. Any such contributions must be made not later than five years after the individual’s reemployment date. If the individual returns to the Company or an Affiliate and has a subsequent Termination of Employment before making part or all of the contributions permitted by this subsection, he or she may make the remaining contributions on an after tax basis.

(4)The Participating Employers will match contributions made under paragraph (3) on the same basis as if the individual had made them during the period while he or she was in the military.

(5)If the individual is a Group B Participant and the period of Qualified Military Service is in 2006 or later, the Participating Employers will make Retirement Contributions on the same basis as if the individual had remained with a Participating Employer rather than going in the military.

(6)Contributions permitted or required by paragraphs (3), (4), and (5) shall be determined on the basis of the Certified Earnings the individual would have received (including reasonable cost of living adjustments) during the period of Qualified Military Service.

(7)If the individual had an outstanding loan from the Plan at the time he or she entered military service:

(A)Loan payments are not required during the period of Qualified Military Service.

(B)Upon reemployment, loan payments resume at the rate effect before the Qualified Military Service.

(C)The loan term is extended, so that it is equal to the original loan term plus the period of Qualified Military Service.

(D)If the Participant so requests, the interest rate on the loan will be limited to 6%.

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

Sec. 11.12Leased Employees. “Leased Employees” within the meaning of Code § 414(n)(2) and individuals who would meet those requirements but for failure to complete a year of leased service shall be counted as employees for purposes of determining Years of Eligibility Service and Aggregate Continuous Service. Leased Employees may not become Participants or accrue

44

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

45

ARTICLE XII

AMENDMENT, TERMINATION, MERGER

Sec. 12.1Amendment. Subject to the non-diversion provisions of Sec. 10.5, the Company, by action of the Board, or by action of a person or persons so authorized by resolution of the Board, may amend the Plan at any time and from time to time. No amendment of the Plan shall have the effect of changing the rights, duties, and liabilities of any Trustee without its written consent. Also, no amendment shall divest a Participant or Beneficiary of Accounts accrued prior to the amendment.

Sec. 12.2Amendment to Vesting Schedule. If an amendment to the Plan changes the vesting schedule of the Plan, each Participant having not less than three years of Aggregate Continuous Service by the end of the election period with respect to such amendment shall be permitted within such election period to elect to have his or her vested percentage computed under the Plan without regard to such amendment. Each such election shall be made in writing by filing with the Company within the election period a form available from the Company for the purpose. The election period shall be a reasonable period determined by the Company commencing not later than the date the amendment is adopted and shall be in conformance with any applicable regulation prescribed by the Secretary of Labor or the Secretary of the Treasury. However, no election need be provided for any Participant whose vested percentage under the Plan, as amended, cannot at any time be less than his vested percentage determined without regard to such amendment.

Sec. 12.3Reorganizations of Participating Employers. In the event two or more Participating Employers are consolidated or merged or in the event a Participating Employer acquires the assets of another Participating Employer, the Plan shall be deemed to have continued, without termination and without a complete discontinuance of contributions, as to all the Participating Employers involved in such reorganization and their employees. In such event, in administering the Plan the corporation resulting from the consolidation, the surviving corporation in the merger, or the employer acquiring the assets shall be considered as a continuation of all of the Participating Employers involved in the reorganization.

Sec. 12.4Permanent Discontinuance of Contributions. The Company, by action of the Board, may direct the complete discontinuance of all Contributions and Deposits by all Participating Employers and Participants under the Plan. In such event, notwithstanding any provisions of the Plan to the contrary, (i) no employee shall become a Participant after such discontinuance and (ii) each Participant in the employ of a Participating Employer at the time of such discontinuance shall be 100% vested in his or her Accounts. Subject to the foregoing, all of the provisions of the Plan shall continue in effect, and upon entitlement thereto distributions shall be made in accordance with the provisions of Article IX. This section is not applicable if one Participating Employer discontinues its contributions while one or more other Participating Employers continue contributing.

Sec. 12.5Termination. The Company may terminate the Plan as applicable to all Participating Employers and their employees. After such termination no employee shall become a Participant, and no Contributions or Deposits shall be made. Each Participant in the employ of a Participating Employer at the time of such termination shall be 100% vested in his or her Accounts, and shall be entitled to a benefit equal to the value of those Accounts. Distributions shall be made

46

promptly after the Plan termination. In preparation for said distributions, the Company may arrange for liquidation of the Investment Funds. The Plan and any related trust agreement or group annuity contract shall continue in force for the purpose of making such distributions.

Sec. 12.6Partial Termination. If there is a partial termination of the Plan, by operation of law, by amendment of the Plan, or for any other reason, which partial termination shall be confirmed by the Company, each Participant with respect to whom the partial termination applies shall be 100% vested in his or her Accounts. Subject to the foregoing, all of the provisions of the Plan shall continue in effect as to each such Participant, and upon entitlement thereto distributions shall be made in accordance with the provisions of Article IX.

Sec. 12.7Merger, Consolidation, or Transfer of Plan Assets. In the case of any merger or consolidation of the Plan with any other plan, or in the case of the transfer of assets or liabilities of the Plan to any other plan, provision shall be made so that each Participant and Beneficiary would (if such other plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan had then terminated). No such merger, consolidation, or transfer shall be effected until such statements with respect thereto, if any, required by ERISA to be filed in advance thereof have been filed.

Sec. 12.8Deferral of Distributions. Notwithstanding any provisions of the Plan to the contrary, in the case of a complete discontinuance of contributions to the Plan, or of a complete or partial termination of the Plan, the Company or the Trustee may defer any distribution of benefit payments to Participants and Beneficiaries with respect to which such discontinuance or termination applies until after the following have occurred:

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

(b)Appropriate adjustment of Accounts to reflect taxes, costs, and expenses, if any, incident to such discontinuance or termination.

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ARTICLE XIII

TOP-HEAVY PLAN PROVISIONS

Sec. 13.1Key Employee Defined. “Key Employee” means any employee or former employee (including any deceased employee) who at any time during the Plan Year that includes the determination date was an officer of the Company or an Affiliate having annual compensation greater than $130,000 (as adjusted under Code § 416(i)(1) for Plan Years beginning after December 31, 2002), a five-percent owner of the Company or an Affiliate, or a one-percent owner of the Company having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Code § 415(c)(3). The determination of who is a key employee will be made in accordance with Code § 416(i)(1) and the applicable regulations and other guidance of general applicability issued thereunder.

Sec. 13.2Determination of Top-Heavy Status. The top-heavy status of the Plan shall be determined according to the following standards and definitions:

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

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

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

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

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

(1)If the ratio is being determined only for this Plan or if the aggregation group includes only defined contribution plans, the top-heavy ratio is a fraction, the numerator of which is the sum of the account balances of all Key Employees as of the determination date increased by the distributions made with respect to Key Employees under the Plan and any plan aggregated with the Plan under Code § 416(g)(2) during the one-year period ending on the determination date, and the denominator of which is the sum of all account balances increased by the distributions made with respect to all Employees under this Plan and any plan aggregated with the Plan under Code § 416(g)(2) during the one-year period ending on the determination date of all employees; both computed in accordance with Code § 416 and the regulations thereunder. The preceding provisions shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code § 416(g)(2)(A)(i). Both the numerator and denominator of the top-heavy ratio shall be adjusted to reflect any contribution not actually made as of the determination date but which is required to be taken into account on that date under Code § 416 and

48

the regulations thereunder. In the case of a distribution made for a reason other than separation from service, death or disability, the one-year period referred to above shall be applied by substituting “five-year period” for “one-year period”.

(2)If the ratio is being determined for an aggregation group which includes one or more defined benefit plans, the top-heavy ratio is a fraction, the numerator of which is the sum of the account balances of all Key Employees under the defined contribution plan or plans, determined in accordance with paragraph (1), and the present value of accrued benefits under the defined benefit plan or plans for all Key Employees as of the determination date, and the denominator of which is the sum of the account balances under the defined contribution plan or plans for all employees, determined in accordance with paragraph (1), and the present value of accrued benefits under the defined benefit plan or plans for all employees as of the determination date, all determined in accordance with Code § 416 and the regulations thereunder. The accrued benefits under a defined benefit plan in both the numerator and denominator of the top-heavy ratio shall be adjusted for any distribution of an accrued benefit made in the one-year period ending on the determination date, subject to the special aggregation rule for terminated plans in (1).

(3)For purposes of paragraphs (1) and (2), the value of account balances and the present value of accrued benefits will be determined as of the most recent valuation date that falls within the 12-month period ending on the determination date, except as provided in Code § 416 and regulations thereunder for the first and second plan years of a defined benefit plan. The account balances and accrued benefits of an employee who is not a Key Employee but who was a Key Employee in a prior year will be disregarded. The calculation of the top-heavy ratio and the extent to which distributions, rollovers, and transfers are taken into account will be made in accordance with Code § 416 and the regulations thereunder. When aggregating plans, the value of account balances and accrued benefits will be calculated with reference to the determination dates that fall within the same calendar year.

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

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

(e)“Determination date” for any Plan Year means December 31 of the preceding Plan Year.

49

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

(g)For purposes of establishing the “present value” of benefits under a defined benefit plan to compute the top-heavy ratio, any benefit shall be discounted only for mortality and interest based on the interest rate and mortality table specified in the defined benefit plan for this purpose.

(h)If an individual has not performed any services for the employer at any time during the one-year period ending on the determination date with respect to a Plan Year, any account balance or accrued benefit for such individual shall not be taken into account for such Plan Year.

Sec. 13.3Minimum Contribution Requirement. For any Plan Year with respect to which the Plan is a Top-Heavy Plan, the employer contributions (including Matching Contributions) allocated to each Qualified Employee who is not a Key Employee and whose Termination of Employment has not occurred prior to the end of such Plan Year shall not be less than the minimum amount determined in accordance with the following:

(a)The minimum amount shall be the amount equal to that percentage of the Participant’s Testing Wages for the Plan Year which is the smaller of (i) 3 percent, or (ii) the percentage which is the largest percentage of Testing Wages allocated to any Key Employee from employer contributions (including Matching Contributions) and Forfeitures for such Plan Year.

(b)For purposes of this section, any employer contribution attributable to a salary reduction or similar arrangement shall be taken into account with respect to Key Employees but not with respect to other employees.

(c)This section shall not apply to any Participant who is covered under any other plan of the employer under which the minimum contribution or minimum benefit requirement applicable to Top-Heavy Plans will be satisfied.

Sec. 13.4Definition of Employer. For purposes of this Article XIII, the term “employer” means all Participating Employers and any trade or business entity under Common Control with a Participating Employer.

Sec. 13.5Collective Bargaining Unit Exception. Sections 13.3 and 13.4 shall not apply with respect to any employee included in a unit of employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and one or more employers if there is evidence that retirement benefits were the subject of good faith bargaining between such employee representative and such employer or employers.

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SCHEDULE A

Participating Employers as of January 1, 2006

1.Banner Packaging, Inc., a Wisconsin corporation

2.Bemis Clysar, Inc.

3.Bemis Company, Inc. a Missouri corporation

4.Bemis Longview, Inc., a Texas corporation

5.Bemis Shelbyville, Inc. a Tennessee corporation

6.Curwood, Inc., a Delaware corporation

7.Electronic Printing Products, Inc., an Ohio corporation

8.MACtac Engineered Products, Inc., an Ohio corporation

9.Milprint, Inc., a Wisconsin corporation

10.Morgan Adhesives Company, an Ohio corporation

11.Perfecseal, Inc., a Delaware corporation

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APPENDIX A

PROVISIONS APPLICABLE TO EMPLOYEES

AT MILPRINT, INC

Prior to December 31, 1992, Milprint, Inc. (“Milprint”) maintained the Milprint, Inc. Profit Sharing and Savings Plan (the “Milprint Plan”) as a separate plan for the benefit of its eligible employees. Effective as of December 31, 1992, the Milprint Plan was merged with and into the Bemis Investment Incentive Plan (the “Plan”). For vesting purposes under this Plan, each Participant who was a Milprint employee before January 1, 1992 is fully vested in all of his or her Accounts under the Plan without regard to length of service. Any Participant who did not have service as a Milprint employee prior to January 1, 1992 is subject to the normal vesting requirements under Article VIII of the Plan.

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APPENDIX B

PROVISIONS APPLICABLE TO EMPLOYEES

OF BANNER PACKAGING, INC

Prior to June 30, 1997, Banner Packaging, Inc. (“Banner”) maintained the Banner Packaging, Inc. Profit Sharing Plan (the “Banner Plan”) as a separate plan for the benefit of its eligible employees. Effective as of July 1, 1997, the Banner Plan was merged with and into the Plan. The following provisions apply to employees of Banner. Certain provisions apply only to persons who were Banner employees before July 1, 1997, and relate to benefits and other rights arising out of the Banner Plan.

(a)Vesting. For vesting purposes under this Plan, each Participant at Banner who was hired before July 1, 1997, will have their vested percentage under Sec. 8.2(a) determined in accordance with the following:

Years of Vesting	Vested
Service	Percentage
Less than 3	0%
3 or more	100%

For this purpose, a Participant receives one Year of Vesting Service for each Plan Year in which he or she completes 1,000 or more Hours of Service. If a Participant’s Termination of Employment occurs after attainment of age 60, his or her vested percentage is 100% regardless of length of service.

(b)Recognition of Service Prior to Acquisition Date. For Participants who were employees of Banner on October 5, 1995, Years of Vesting Service includes service with any predecessor of said corporation to the extent recognized by the Banner Plan.

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APPENDIX C

PROVISIONS APPLICABLE TO EMPLOYEES

OF PERFECSEAL, INC

Perfecseal, Inc., a wholly owned subsidiary of the Company, acquired certain operations from Paper Manufacturers Company on April 29, 1996. The following provisions are applicable to employees of Perfecseal, Inc.

(a)Vesting. Each individual who became an employee of Perfecseal, Inc. on the acquisition date, April 29, 1996 or an individual who had his accounts transferred from the Prior Plan to this Plan, will be 100% vested in all his Accounts. Individuals hired after April 29, 1996 are subject to the vesting schedule found at Sec. 8.2(a).

(b)Distributions. In addition to the provisions of the Plan governing the timing of distributions, Salaried Employees who had an account balance in the Prior Plan that was transferred to this Plan may receive an in-service distribution of all or any portion of their Accounts under the Plan upon attaining age 59 ½.

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APPENDIX D

PROVISIONS APPLICABLE TO EMPLOYEES

AT ENTERPRISE SOFTWARE, INC

Enterprise Software, Inc. became a Participating Employer June 1, 1996. Aggregate Continuous Service begins with service as of an individual’s most recent hire date with Enterprise Software, Inc., provided that such date may in no case be earlier than May 22, 1996.

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APPENDIX E

PROVISIONS APPLICABLE TO EMPLOYEES

OF BEMIS PACKAGING MACHINERY, HAYSSEN, AND ACCRAPLY

The following provisions are applicable to employees of Bemis Packaging Machinery (a division of Bemis Company, Inc.), Accraply, Inc. and Hayssen Manufacturing Company who have Terminations of Employment as a result of sale of these operations to Barry-Wehmiller Group, Inc. on or about May 4, 1997:

1.Notwithstanding any provision of the Plan to the contrary, their Vested Percentage is 100%, regardless of their length of service.

2.Any such employee who has a loan outstanding on May 4, 1997 may elect to have the note rolled over to a successor plan.

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APPENDIX F

PROVISIONS APPLICABLE TO EMPLOYEES

OF DURALAM, INC

The following provisions are applicable to employees of Duralam, Inc. (“Duralam Employees”) the stock of which was acquired by the Company on or about September 8, 2001.

1.Participating Employer. Duralam, Inc. shall become a Participating Employer effective as of September 10, 2001(the start of the first full payroll period after the closing date).

2.Eligibility for Matching Contributions. Certain Duralam Employees are eligible to receive Matching Contributions on 401(k) salary deferrals earned from September 10, 2001 through December 16, 2001 and made to the Duralam, Inc. Profit Sharing and 401(k) Retirement Savings Plan (“Duralam 401(k) Plan”) at a rate of 100% of the individual’s salary deferrals, to the extent they do not exceed 3% of the individual’s Certified Earnings earned during said period. These Matching Contributions will be made to the Bemis Stock Fund after year-end. Section 5.4 shall apply in connection with 401(k) salary deferrals earned after December 16, 2001. Only those Duralam Employees who are employed by the Company on December 31, 2001 and who completed at least 1000 Hours of Service for the Plan Year are entitled to receive Matching Contributions.

3.Eligibility and Vesting Service. The service of Duralam Employees prior to September 8, 2001 is recognized for purposes of eligibility and vesting service from the individual’s most recent date of hire, but only if he or she was employed by Duralam, Inc. on September 8, 2001.

4.Plan Merger. The Duralam 401(k) Plan will be merged into this Plan as of December 31, 2001.

5.Vesting. All assets merged into this Plan from the Duralam 401(k) Plan will be fully vested on the merger date. Matching Contributions referred to in paragraph b as well as subsequent Matching Contributions are subject to the vesting schedule in Sec. 8.2(a).

6.Before Tax Deposits. Duralam Employees are eligible to make Before Tax Deposits in respect to Certified Earnings earned on and after December 17, 2001.

7.After Tax Deposits. Duralam Employees are eligible to make After Tax Deposits in respect to Certified Earnings earned on and after December 17, 2001.

8.Distribution of Benefits. Distributions to Duralam Employees may be made in either of the forms provided under Sec. 9.1(a)(1).

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APPENDIX G

PROVISIONS APPLICABLE TO EMPLOYEES OF

BEMIS CLYSAR, INC.

The following provisions are applicable to employees of Bemis Clysar, Inc. (“Clysar Employees”) the assets of which were acquired by the Company on or about July 30, 2002.

(a)Participating Employer. Bemis Clysar, Inc. shall become a Participating Employer effective as of August 1, 2002.

(b)Eligibility and Vesting Service. The service of Clysar Employees prior to July 30, 2002 is recognized for purposes of eligibility and vesting from the individual’s most recent date of hire, but only if he or she was employed by Clysar, Inc. on July 30, 2002.

(c)Plan Participation. Clysar Employees who satisfy the eligibility requirements of Sec. 4.1 on August 1, 2002 are eligible for all aspects of the Plan as of said date, including electing to make Before Tax Deposits and After Tax Deposits and being eligible for Matching Contributions.

(d)Special Contributions. The Company shall make special contributions to Clysar Employees subject to the terms below:

1.Each non-exempt Qualified Employee shall receive $3,000.

2.Each exempt Qualified Employee shall receive 20% of 2002 annual base pay, as established by the Company. Said contribution will be allocated in two parts, half made on or about September 30, 2002 and the remainder on or about December 31, 2002.

3.The term “non-exempt” employee means those whom the Company classifies as generally subject to the wage and hour requirements of the Fair Labor Standards Act and “exempt” employee means those whom the Company classifies as generally exempt from said Act’s requirements.

4.The contribution shall be nonforfeitable, without regard to the eligible Participant’s otherwise applicable vested percentage.

5.Such contribution may not exceed the amount permitted by Code § 415.

(e)Loans. Notwithstanding Sec. 9.4(c), a Clysar Employee may transfer all outstanding loans from the DuPont Savings Investment Plan under such terms and conditions as may be established by the Company on a uniform and non-discriminatory basis, including the deadline within which to elect to transfer the loan. Clysar Employees who transfer two or more loans to this Plan may not take another loan until only one or fewer loans remain outstanding.

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(f)Rollover Deposits. Clysar Employees shall be given the limited, one-time opportunity to make Rollover Deposits of their total account balance in the Dupont Plan, including after-tax amounts, under the terms and conditions established by the Company on a uniform and non-discriminatory basis. After the expiration of the time period given to make this election, Clysar Employees are subject to the provisions of Sec. 5.3, including the inability to roll over after-tax amounts.

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APPENDIX H

PROVISIONS APPLICABLE TO EMPLOYEES

AT MURPHYSBORO, PRATTVILLE, AND UNION CITY

This Appendix is applicable to employees at Murphysboro, Illinois; Prattville, Alabama; and Union City, California who have Terminations of Employment on or after September 1, 2003 due to closing of said locations. Notwithstanding any provisions of the Plan to the contrary, their Vested Percentage is 100%, regardless of their length of service.

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APPENDIX I

PROVISIONS APPLICABLE TO EMPLOYEES

AT NELLIS

This Appendix is applicable to employees at Nellis, Nevada who have Terminations of Employment on or after March 1, 2004 due to closing of said location. Notwithstanding any provisions of the Plan to the contrary, their Vested Percentage is 100%, regardless of their length of service.

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EX-21

EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT

The Company has no parent.  The following were subsidiaries of the Company as of March 9, 2006.

			Percentage of
		Jurisdiction	Voting Securities
		of	Owned By
Name		Organization	Immediate Parent
Bemis Company, Inc. (the “Registrant”)		Missouri
	Banner Packaging, Inc.	Wisconsin	100	%
	Bemis Clysar, Inc.	Minnesota	100	%
	Bemis Czech Republic, s.r.o.	Czech Republic	100	%
	Bemis Deutschland Holdings GmbH	Germany	100	%
	Bemis Packaging Deutschland GmbH	Germany	100	%
	Bemis Europe Holdings, S.A.	Belgium	100	%
	Bemis Monceau S.A.	Belgium	100	%
	Techy France S.A.R.L.	France	100	%
	Bemis Flexible Packaging de Mexico, S.A. de C.V.	Mexico	87	%
	Bemis Flexible Packaging Mexico Servicios, S.A. de C.V.	Mexico	86	%
	Bemis France Holdings S.A.S.	France	100	%
	Bemis Packaging France S.A.S.	France	100	%
	Bemis Le Trait S.A.S.	France	100	%
	Bemis Epernon S.A.S.	France	100	%
	Bemis Hungary Trading Limited Liability Company	Hungary	100	%
	Bemis Packaging Danmark ApS	Denmark	100	%
	Bemis Packaging Italia S.r.l.	Italy	100	%
	Bemis Packaging Sverige A.B.	Sweden	100	%

			Percentage of
		Jurisdiction	Voting Securities
		of	Owned By
Name		Organization	Immediate Parent
	Bemis Packaging U.K. Ltd.	United Kingdom	100	%
	Bemis Valkeakoski Oy	Finland	100	%
	Bolsas Bemis S.A. de C.V.	Mexico	51	%
	Bolsas Bemis Servicios Mexico S.A. de C.V.	Mexico	51	%
	Curwood, Inc.	Delaware	100	%
	Curwood Packaging (Canada) Limited	Canada	100	%
	Bemis Packaging Ireland Limited	Ireland	100	%
	Bemis Swansea Limited	United Kingdom	100	%
	Bemis Packaging Espana sl	Spain	100	%
	Itap Bemis Ltda.	Brazil	22	%
	Perfecseal, Inc.	Delaware	100	%
	Perfecseal Internacional de Puerto Rico, Inc.	Delaware	100	%
	Perfecseal International Ltd.	Delaware	100	%
	Perfecseal Limited	United Kingdom	100	%
	Bemis Asia Pacific Sdn Bhd	Malaysia	100	%
	DEMF DT Holdings I, LLC	Delaware	100	%
	Itap Bemis Ltda.	Brazil	23	%
	Hayco Liquidation Company	Delaware	100	%
	Bemis U.K. Limited	United Kingdom	50	%
	MacKay, Inc.	Kentucky	100	%
	Milprint, Inc.	Wisconsin	100	%
	Curwood Specialty Films – Lebanon, Inc.	Delaware	100	%
	Misbe Participacoes Ltda.	Brazil	100	%
	SH Participacoes S.A.	Brazil	100	%
	DT Participacoes S.A.	Brazil	76	%
	Dixie Toga S.A.	Brazil	92	%
	DT Participacoes S.A.	Brazil	24	%
	Dixie Toga S.A.	Brazil	8	%
	American Packaging S.A.	Argentina	98	%
	American Plast S.A.	Argentina	60	%
	Dixie Toga International Ltd.	Cayman Islands	100	%
	Dixie Toga Centro-Oeste Embalagens S.A.	Brazil	100	%
	Dixie Toga Nordeste S.A.	Brazil	100	%
	Impressora Paranaense S.A.	Brazil	100	%
	Insit Embalagens Ltda.	Brazil	90	%
	Itap Bemis Ltda.	Brazil	55	%
	Itap Bemis Centro Oeste-Industria
	e Comércio de Embalagens Ltda.	Brazil	100	%
	Curwood Chile Ltda.	Chile	100	%
	Laminor S.A.	Brazil	50	%
	M&W Toga Industria e Comércio S.A.	Brazil	60	%
	Morgan Adhesives Company	Ohio	100	%
	Bemis Coordination Center S.A.	Belgium	33	%
	Bemis U.K. Limited	United Kingdom	50	%
	MACtac U.K. Limited	United Kingdom	100	%
	Electronic Printing Products, Inc.	Ohio	100	%
	Enterprise Software Inc.	Ohio	100	%
	MACtac Engineered Products, Inc.	Ohio	100	%

			Percentage of
		Jurisdiction	Voting Securities
		of	Owned By
Name		Organization	Immediate Parent
	MACtac Europe S.A.	Belgium	89	%
	Bemis Coordination Center S.A.	Belgium	67	%
	Bemis Polska Sp. z o.o.	Poland	100	%
	MACtac Asia-Pacific Self-Adhesive Products Pte Ltd.	Singapore	100	%
	MACtac Deutschland GmbH	Germany	100	%
	MACtac France E.U.R.L.	France	100	%
	Multi-Fix N.V.	Belgium	100	%
	MACtac Scandinavia A.B.	Sweden	100	%
	MACtac Canada Limited/Limitee	Canada	100	%
	MACtac Europe S.A.	Belgium	11	%
	MACtac A.G.	Switzerland	100	%
	MACtac Mexico, S.A. de C.V.	Mexico	51	%
	MACtac Mexico Servicios, S.A. de C.V.	Mexico	51	%
	Morgan Adhesives America do Sul, Ltda.	Brazil	100	%
	Paramount Packaging Corporation	Delaware	100	%
	Bemis Elsham Limited	United Kingdom	100	%
	Bemis Shelbyville, Inc.	Tennessee	100	%
	Bemis Longview, Inc.	Texas	100	%
	PPC Royalty, Inc.	Delaware	100	%
	Pervel Industries, Inc.	Delaware	100	%

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (numbers 33-80666 and 333-61556) of Bemis Company, Inc. of our reports dated March 10, 2006, relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appear in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Minneapolis, Minnesota

March 14, 2006

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-K 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	March 10, 2006	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-K 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	March 10, 2006	By	/s/ Gene C. Wulf
		Gene C. Wulf, Senior Vice President
		and Chief Financial Officer

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 annual report on Form 10-K of Bemis Company, Inc. for the year ended December 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, Senior Vice President
Chief Executive Officer	and Chief Financial Officer
March 10, 2006	March 10, 2006