10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended September 30, 1999
Commission File Number 1-5277

BEMIS COMPANY, INC.
(Exact name of registrant as specified in its charter)

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

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

    Indicate by check mark whether the registrant has: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes /x/  No / /

    Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

    52,310,115 shares of Common Stock, $.10 par value, on November 3, 1999

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

    The financial statements enclosed as Exhibit 19, are incorporated by reference into this Form 10-Q.

    In the opinion of management, the financial statements reflect all adjustments necessary to a fair statement of the results for the nine months ended September 30, 1999.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations—Third Quarter 1999

    Net sales for the third quarter of 1999 were $492.2 million compared to $465.5 million for the third quarter of 1998, an increase of 5.7 percent or $26.7 million. Net income was $31.2 million, or $0.59 per diluted share, for the third quarter of 1999 compared to $27.2 million, or $0.51 per diluted share, for the same quarter in 1998, an increase of 14.4 percent.

    The Company's Flexible Packaging operations reported a 6.4 percent increase in net sales and operating profit growth of 21.0 percent compared to the third quarter of last year due to strong results in both high barrier plastic products and polyethylene products. Within Flexible Packaging, net sales of high barrier products increased $18.0 million and $6.1 million for polyethylene packaging products, or 9.6 percent and 5.3 percent, respectively, while net sales declined $2.0 million or 4.2 percent for paper products.

    The Pressure Sensitive Materials operations reported a 3.8 percent increase in net sales and 15.0 percent lower profits compared with the year earlier quarter due to severance and related costs in the North American operations as well as lower sales of battery testers as a result of the battery industry's move away from placing testing devices on most batteries.

    The $0.3 million decrease in research and development expense related primarily to a decrease in the Pressure Sensitive Materials business segment. Income associated with the sale of a small product line in 1998, which is not repeated in 1999, is the principal cause of the unfavorable third quarter 1999 change in other costs (income), net, compared to the same 1998 period. The increase in minority interest in net income resulted from lower interest costs, which offset the impact of lower operating income in the Company's Pressure Sensitive Materials business segment.

    Pretax income for the third quarter of 1999 was $50.0 million compared to $44.8 million for the same 1998 quarter. The 11.4 percent increase is principally due to increasing sales volume. The effective tax rate for the third quarter of 1999 and 1998 was 37.6 percent and 39.2 percent, respectively.

Results of Operations—Nine Months Ended September 30, 1999

    Net sales for the nine-month period of 1999 were $1.42 billion compared to $1.39 billion for the same period in 1998, an increase of 2.6 percent. Net income was $81.5 million for 1999 compared to $75.6 million for the same nine-month period in 1998, an increase of 7.8 percent. Excluding non-comparable operating results of business acquisitions from the first nine months of 1999 and 1998, net sales increased 2.1 percent while operating profit increased 7.6 percent.

    Flexible Packaging net sales, adjusted for noncomparable business activity, increased 2.7 percent while operating income increased 15.0 percent. The impact of multiple price increases for key raw materials, experienced during the first nine months of 1999, has been tempered by increasing inventory levels in advance of the announced increase. Additional raw material price changes during the balance of the year could impact the level of inventory on hand and have a potentially negative impact on margins.

    Pressure Sensitive Materials net sales increased 0.4 percent while operating income declined 15.5 percent, due to severance and related costs in the North American operations as well as lower sales of battery testers as a result of the battery industry's move away from placing testing devices on most batteries. Improvement is expected during the balance of 1999 and beyond.

    Costs associated with the Company's flexible packaging joint venture in Brazil, principally occurring in the first quarter, account for nearly all of the nine-month change in other costs (income), net, compared to the same 1998 period. The effective tax rate for the first nine months of 1999 and 1998 was 38.3 percent and 38.9 percent, respectively.

European Common Currency (Euro)

    The European Economic and Monetary Union (EMU) and a new currency, the "euro", began in Europe on January 1, 1999. This is a significant and critical element in the European Union's (EU) plan to blend the economies of the EU's member states into one integrated market, with unrestricted and unencumbered trade and commerce across borders. Eleven of the fifteen member EU countries are initially participating. Other member states may join in the years to come.

    On January 1, 1999, the European Central Bank (ECB) established fixed conversion rates between the euro and existing currencies (legacy currencies) of participating member countries of the EMU. The euro now trades on currency exchanges and is available for noncash transactions on a "no compulsion, no prohibition" basis. The euro will coexist with the legacy currencies through January 1, 2002. During this transition period, currency conversion rates no longer will be computed directly from one legacy currency to another. Instead, a "triangulation" process must be applied with any amount denominated in a legacy currency first converted into a euro amount and then into the second legacy currency. Beginning on January 1, 2002, the ECB will issue euro-denominated bills and coins for use in cash transactions. On or before July 1, 2002, the participating countries will withdraw all legacy bills and coins and use the euro as their legal currency. The principal impact on the Company will be experienced by its operations whose functional currency is the existing currency (legacy currency) of a participating member country of the EMU. The "triangulation" process and the resulting single currency denomination (the euro) will impact the information technology infrastructure, accounting record keeping requirements, and cross-border purchasing and selling. The Company recognizes that failure to timely resolve internal euro issues could result, in a worst case, in the Company's European operations' inability to obtain raw materials in a timely manner; reductions, delays, or cancellations of customer orders; delays in payments by customers for products shipped; or a general inability to record, track, and consummate business transactions. Any or all of these events could have a material adverse effect on the Company's business, financial condition, and results of operations.

    The Company has selected and installed new computer software which is euro-compliant (also Year 2000 compliant) and expects that the initial positive experience during 1999 will continue as actual utilization of the new software more fully tests its functionality over a longer period of time. The cost of these efforts is expected to total $1.5 million of which approximately $1.0 million was incurred in 1998 and $0.1 million in 1999 for both expense and capital items. The overall effect on the Company's international operations, principally its Pressure Sensitive Materials business segment, is not expected to be material. In addition, the increased "price and cost transparency" expected to result from a single currency for a larger integrated market, is expected to lower material cost and lower costs associated with currency transactions, however, selling prices may be adversely affected. The experience during the first three quarters of 1999 has not been out of the ordinary and the Company expects this transition experience to continue.

Year 2000 Issue

    In late-1992, the Company began to set direction for upgrading all of its information technology (IT) systems with a focus on significant enhancement of IT support at the division level. It was the Company's intention to replace legacy IT systems with hardware and software that reflected the current state of technology. Principal objectives of this major effort were to significantly improve the quality and usefulness of computerized information management systems, to improve employee and manufacturing efficiencies, and to notably enhance the quality of service to customers, suppliers, and employees. "Year 2000 compliant," was one of many necessary attributes of any system considered. Computers and related equipment, computer software, and other office and manufacturing equipment utilizing microprocessors that use only two digits to identify a year in a date field may be unable to accurately process certain date-based information at or after the Year 2000. This is commonly referred to as the "Year 2000 issue."

    The Company, like commerce in general, is highly dependent on computerized systems or controls for the administrative recording of business transactions, for the administrative control and actual manufacture of products it sells, and for the efficient interaction between third parties such as suppliers, customers, banks, and employees. The Company recognizes that failure to timely resolve internal Year 2000 issues could result, in a worst case, in the Company's inability to obtain raw materials in a timely manner; reductions in the quality or quantity of materials obtained; reductions, delays, or cancellations of customer orders; delays in payments by customers for products shipped; or a general inability to record, track, and consummate business transactions. Any or all of these events could have a material adverse effect on the Company's business, financial condition, and results of operations.

    The Company is addressing its Year 2000 issue in three areas: (1) IT system applications, (2) non-IT systems, including engineering and manufacturing equipment applications, and (3) relationships with third parties.

    The Company has conducted an assessment of its company-wide Year 2000 issue surrounding its IT systems. Since the initial assessment in late-1992, concurrent efforts have been underway to evaluate, select, and implement third party supplied or internally developed software for company-wide or division-wide applications. All new major software applications are in daily operation. Internally developed software is Year 2000 compliant, and where third party supplied software is not Year 2000 compliant the Company has received assurance of such compliance once the updated software version, which was received during the second quarter 1999, is installed, which is expected to be completed during the fourth quarter of 1999. While the current stages of completion for these concurrent efforts vary, the Company believes that implementation will be substantially complete and Year 2000 compliant by the end of November 1999.

    The Company has completed the assessment of the Year 2000 issue surrounding its non-IT systems, including engineering and manufacturing equipment applications. Year 2000 remediation and testing efforts, which are continuing throughout the Company, are more than 95 percent complete. This Company-wide effort is being centrally coordinated with actual assessment, remediation, and implementation assigned to identified individuals at each manufacturing, warehouse, or office site. While the degree of effort and extensiveness of remediation will vary by site, it is expected that all sites will be Year 2000 compliant by the end of November 1999.

    Finally, the Company is continuing to examine its relationship with third parties whose failure to become Year 2000 compliant in a timely manner, if at all, could have a material effect on the Company. The Company has been in contact with significant vendors and customers with respect to such companies' Year 2000 compliance programs and status. In addition, follow-up conversations have been conducted with key customers and vendors. While the Company believes this risk has been substantially and satisfactorily addressed, efforts surrounding third party relationships will continue as circumstances and business relationships demand.

    The Company has developed contingency plans to address the effects of the failure of the Company or any of its principal suppliers, customers, or other third parties to become Year 2000 compliant in a timely manner. Contingency plans continue to be expanded and updated throughout 1999 as required by changes in events, facts, and circumstances surrounding the Company's Year 2000 compliance efforts, including internal "walk-through" evaluations, as well as that of its principal suppliers, customers, and other third parties.

    Most business units meet at least monthly to review progress and plans. Senior level representatives from the various concurrent implementation and remediation teams meet at least quarterly with senior level Company management to assess progress, to assure a coordinated effort where required, and to verify a continued Company-wide focus toward a satisfactory resolution of the Company's Year 2000 issue. The Company is utilizing both internal and external resources to meet its timetable for becoming Year 2000 compliant.

    Since late-1992, when the Company began to set direction for upgrading all of its IT systems in the normal course of business, the Company has made capital investments in certain third party software and hardware systems to address the financial and operational needs of the business. These systems, which will improve the efficiencies and productivity of the replaced systems, have been certified Year 2000 compliant by the vendors and have been or will be substantially installed and operational by the end of November 1999. To date all of these capital projects were part of the Company's long term strategic capital plan and their timing was not accelerated as a result of the Year 2000 issue. Total expenditures for the remediation of "embedded chip exposures" in manufacturing equipment and facilities together with the unexpected replacement of selected computer equipment is estimated to total $2.9 million, of which approximately $0.3 million has been incurred in 1998 and $2.1 million in 1999. This effort is expected to be substantially completed by the end of November 1999. All expenditures are made from internally generated funds and have not had a negative impact on the Company's capital expenditure program.

Forward-Looking Statements

    Certain of the statements contained in the body of this report are forward-looking statements (rather than historical facts). Such forward-looking statements are based on management's current plans and expectations and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in such statements. These forward-looking statements include, but are not limited to, the following: the expectation of additional raw material price changes; the successful reorganization of the Pressure Sensitive Materials segment; the expectation that packaging operations will remain strong in 1999; the success of the Company in expanding its international business; the amount and distribution of expected capital expenditures in 1999; the expectation that total debt will decrease slightly in 1999; the cost and success of the Company's Year 2000 compliance program and euro conversion program; and the opinion of management that resolution of the Company's current environmental litigation will not produce a material adverse effect on its financial condition or results of operations.

    Factors that could cause actual results to differ from those expected include, but are not limited to, general economic conditions such as inflation, interest rates, and foreign currency exchange rates; competitive conditions within the Company's markets, including the acceptance of new and existing products offered by the Company; price increases for raw materials and the ability of the Company to pass these price increases on to its customers or otherwise manage commodity price fluctuation risks; the presence of adequate cash available for investment in the Company's business in order to maintain desired debt levels; unanticipated consequences of the Year 2000, including noncompliance by the Company's customers or suppliers; unanticipated consequences of the EMU's conversion to the euro; changes in governmental regulation, especially in the areas of environmental, health and safety matters, and foreign investment; unexpected outcomes in the Company's current and future litigation proceedings; and changes in the Company's labor relations.

    Additional discussions of specific forward-looking statements and risk factors affecting the Company's business can be found in the Company's usual periodic public filings.

PART I—FINANCIAL INFORMATION

Financial Condition

    A statement of cash flow for the nine months ended September 30, 1999, is as follows:

	Millions
Cash flows from operating activities:
Net income	$	81.5
Non-cash items:
Depreciation and amortization		75.3
Minority interest		2.9
Deferred income taxes, non-current portion		2.1
Net increase in working capital items net of effects of acquisitions		(37.6	)
Net change in deferred charges and credits		6.5
Undistributed earnings of affiliated companies		7.0
Other		0.1
Net cash provided by operating activities		137.8
Cash flows from investing activities:
Additions to property and equipment		(94.4	)
Business acquisitions		(1.4	)
Proceeds from sales of property and equipment		1.0
Net cash used in investing activities		(94.8	)
Cash flows from financing activities:
Change in long-term debt		(4.5	)
Change in short-term debt		.7
Cash dividends paid		(36.1	)
Net cash used by financing activities		(39.9	)
Effect of exchange rates on cash		(1.8	)
Net increase in cash	$	1.3

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)	The following documents are filed as part of this report:
	3(a)	Restated Articles of Incorporation of the Registrant, as amended.(1)
	3(b)	By-Laws of the Registrant, as amended through July 7, 1992.(2)
	3(c)	Amendment to the By-Laws of the Registrant dated October 29, 1998.(3)
	4(a)	Rights Agreement, dated as of July 29, 1999, between the Registrant and Norwest Bank Minnesota, National Association.(4)
	4(b)	Form of Indenture dated as of June 15, 1995, between the Registrant and First Trust National Association, as Trustee.(5)
	10(a)	Bemis Company, Inc. 1987 Amended and Restated Stock Option Plan as of October 29, 1999.*
	10(b)	Bemis Company, Inc. 1994 Stock Incentive Plan, Amended and Restated as of August 4, 1999.*(6)
	10(c)	Bemis Company, Inc. Form of Management Contract with the Chief Executive Officer and other Executive Officers.*
	10(d)	Bemis Retirement Plan, Amended and Restated as of August 4, 1999.*(6)
	10(e)	Bemis Company, Inc. Supplemental Retirement Plan, Amended and Restated as of October 29, 1999.*
	10(f)	Bemis Executive Officer Incentive Plan as of October 29, 1999.*
	10(g)	Bemis Company, Inc. Long Term Deferred Compensation Plan, Amended and Restated as of August 4, 1999.*(6)
	10(h)	Bemis Company, Inc. 1997 Executive Officer Performance Plan.*(1)
	10(i)	Amended and Restated Credit Agreement among the Registrant, the Banks Listed therein and Morgan Guaranty Trust Company of New York, as Agent, originally dated as of August 1, 1986, Amended and Restated in Composite Copy as of August 2, 1999.
	18	Preferability letter regarding inventory accounting principle change.(6)
	19	Reports Furnished to Security Holders.
	27	Financial Data Schedule (EDGAR electronic filing only).

*

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 Definitive Proxy Statement filed with the Securities and Exchange Commission on March 18, 1997 (File No. 1-5277)

(2)

Incorporated by reference to the Registrant's Annual Report on Form 10-K/A for the year ended December 31, 1994 (File No. 1-5277).

(3)

Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-5277).

(4)

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).

(5)

Incorporated by reference to the Registrant's Current Report on Form 8-K dated June 30, 1995 (File No. 1-5277).

(6)

Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 1-5277).

    (b) Reports on Form 8-K

    Form 8-K, filed on August 13, 1999, relating to the adoption of the first-in, first-out (FIFO) inventory valuation method (accounting principle change) and the adoption of a Rights Agreement dated as of July 29, 1999.

    The accounting change has been applied to prior years by retroactively restating the financial statements. The following prior period financial statements have been restated, where required, and filed on Form 8-K dated August 13, 1999.

        Management's Discussion and Analysis of Financial condition and Results of Operations

        Consolidated Statement of Income for the Three Years Ended December 31, 1998

        Consolidated Balance Sheet at December 31, 1998 and 1997

        Consolidated Statement of Cash Flows for the Three Years Ended December 31, 1998

        Consolidated Statement of Stockholders' Equity for the Three Years Ended
  December 31, 1998

        Notes to Consolidated Financial Statements for the Three Years Ended
  December 31, 1998

        Schedule II—Valuation and Qualifying Accounts and Reserves for the Three Years Ended
  December 31, 1998

SIGNATURES

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

	BEMIS COMPANY, INC.
Date	November 4, 1999	/s/ GENE C. WULF Gene C. Wulf, Vice President and Controller
Date	November 4, 1999	/s/ BENJAMIN R. FIELD, III Benjamin R. Field, III, Senior Vice President, Chief Financial Officer and Treasurer

Exhibit Index

Exhibit	Description	Form of Filing
3(a)	Restated Articles of Incorporation of the Registrant, as amended.(1)
3(b)	By-Laws of the Registrant, as amended through July 7, 1992.(2)
3(c)	Amendment to the By-Laws of the Registrant dated October 29, 1998.(3)
4(a)	Rights Agreement, dated as of July 29, 1999, between the Registrant and Norwest Bank Minnesota, National Association.(4)
4(b)	Form of Indenture dated as of June 15, 1995, between the Registrant and First Trust National Association, as Trustee.(5)
10(a)	Bemis Company, Inc. 1987 Amended and Restated Stock Option Plan as of October 29, 1999.*	Filed Electronically
10(b)	Bemis Company, Inc. 1994 Stock Incentive Plan, Amended and Restated as of August 4, 1999.*(6)
10(c)	Bemis Company, Inc. Form of Management Contract with the Chief Executive Officer and other Executive Officers.*	Filed Electronically
10(d)	Bemis Retirement Plan, Amended and Restated as of August 4, 1999.*(6)
10(e)	Bemis Company, Inc. Supplemental Retirement Plan, Amended and Restated as of October 29, 1999.*	Filed Electronically
10(f)	Bemis Executive Officer Incentive Plan as of October 29, 1999.*	Filed Electronically
10(g)	Bemis Company, Inc. Long Term Deferred Compensation Plan, Amended and Restated as of August 4, 1999.*(6)
10(h)	Bemis Company, Inc. 1997 Executive Officer Performance Plan.*(1)
10(i)	Amended and Restated Credit Agreement among the Registrant, the Banks Listed therein and Morgan Guaranty Trust Company of New York as Agent, originally dated as of August 1, 1986, Amended and Restated in Composite Copy as of August 2, 1999.	Filed Electronically
18	Preferability letter regarding inventory accounting principle change.(6)
19	Reports Furnished to Security Holders.	Filed Electronically
27	Financial Data Schedule (EDGAR electronic filing only).	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 Definitive Proxy Statement filed with the Securities and Exchange Commission on March 18, 1997 (File No. 1-5277).

(2)

Incorporated by reference to the Registrant's Annual Report on Form 10-K/A for the year ended December 31, 1994 (File No. 1-5277).

(3)

Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-5277).

(4)

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).

(5)

Incorporated by reference to the Registrant's Current Report on Form 8-K dated June 30, 1995 (File No. 1-5277).

(6)

Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 1-5277).

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PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES

EX-10.A

EXHIBIT 10(a)—AMENDED AND RESTATED 1987 STOCK OPTION PLAN
AMENDED AND RESTATED
BEMIS COMPANY, INC.
1987 STOCK OPTION PLAN
(As of October 29, 1999)

1. Purpose of Plan.

    The purpose of this Stock Option Plan (the "Plan") is to promote the interest of Bemis Company, Inc., a Missouri corporation (the "Company"), and its shareholders by providing key employees of the Company and its subsidiaries and non-employee directors of the Company with an opportunity to acquire a proprietary interest in the Company and thereby develop a stronger incentive to put forth maximum effort for the continued success and growth of the Company and its subsidiaries. In addition, the opportunity to acquire a proprietary interest in the Company will aid in attracting and retaining key personnel and directors of outstanding ability. Options granted under the Plan may be either non-qualified stock options or incentive stock options meeting the requirements of Section 422A of the Internal Revenue Code of 1986 (the "Code").

2. Administration of Plan.

    The Plan shall be administered by a committee of three or more persons (the "Committee") appointed by the Company's Board of Directors (the "Board") from among those members of the Board who are not employees of the Company or any of its subsidiaries, and who are "Non-Employee Directors" within the meaning of Securities Exchange Act of 1934 Rule 16b-3. A majority of the members of the Committee shall constitute a quorum for any meeting of the Committee, and the acts of majority of the members present at any meeting at which a quorum is present or the acts unanimously approved in writing by all members of the Committee shall be the acts of the Committee. Subject to the provisions of the Plan, the Committee may from time to time adopt such rules for the administration of the Plan as it deems appropriate. The decision of the Committee on any matter affecting the Plan or the rights and obligations arising under the Plan or any option granted thereunder or any related stock appreciation right shall be final and binding upon all persons. No member of the Committee shall be liable for any action or determination taken or made in good faith with respect to the Plan or any option granted thereunder.

3. Shares Subject to Plan.

    The shares that may be made subject to options granted under the Plan shall be shares of Common Stock of the Company, and shall not exceed 600,000 shares in the aggregate, except that, if any option lapses or terminates for any reason before being completely exercised, the shares covered by the unexercised portion of such option may again be made subject to options granted under the Plan. However, the number of shares that may be made subject to options granted under the Plan shall be reduced by the sum of (i) the number of "1987 Authorized Shares" issued by the Company under the 1984 Bemis Stock Award Plan and (ii) the number of "1987 Authorized Shares" with respect to which target awards are outstanding under said plan. "1987 Authorized Shares" means the additional 600,000 shares authorized for issuance under said plan pursuant to a plan amendment adopted in 1987. Appropriate adjustments in the number of shares and in the option price per share may be made by the Committee in its discretion to give effect to adjustments made in the number of shares of Common Stock of the Company through a merger, consolidation, recapitalization, reclassification, combination, stock dividend, stock split or other relevant change. Shares issued upon exercise of options granted under the Plan may be authorized but previously unissued shares or shares held by the Company as treasury shares.

4. Participants.

    Options may be granted under the Plan to any key employee of the Company or any subsidiary thereof, including any such employee who is also an officer or director of the Company or any subsidiary thereof, and shall be granted to each eligible non-employee director who did not receive Director Options under the Company's 1978 Nonqualified Stock Option Plan. Options granted hereunder to non-employee directors are hereinafter referred to as "Director Options." No option, other than a Director Option, may be granted under the Plan to any person who is then a member of the Committee. Director Options shall be granted in accordance with the following terms and conditions:

A.

(a)  Grant and Eligibility. Director Options for the purchase of 5,000 shares of Common Stock shall be granted to each non-employee director effective upon his or her election to the Board of Directors of the Company. However, no director who received Director Options under the Company's 1978 Nonqualified Stock Option Plan shall be eligible to receive a Director Option under this Plan. Also, no person shall be eligible to receive a Director Option who beneficially owns more than 10,000 shares of the Common Stock of the Company. For the purposes of this Plan, there shall be included in calculating the number of shares considered to be beneficially owned by such person, all shares considered to be "beneficially owned" pursuant to Rule 13d-3 promulgated under the Securities and Exchange Act of 1934, regardless of whether such person has expressly disclaimed such beneficial ownership, together with all shares held by any member of the immediate family of such person, whether or not such member has the same principal residence as such person, any shares held in a trust or similar arrangement in which such person has an interest as beneficiary, and any shares that may be acquired by such person at any time upon the exercise of any option, warrant or right beneficially held by such person. Director Options may be issued only once to a non-employee director and in no event may such options exceed 5,000 shares of Common Stock. The 5,000 share and 10,000 share amounts referred to in this subparagraph as not subject to adjustment under Section 3, but once a Director Option is granted to a director it will be subject to subsequent adjustments under Section 3.

B.

(b)  Option Price. The purchase price of each share of Common Stock subject to a Director Option shall be as set forth in Section 6 of this Plan.

(c)  Tax Status. Director Options shall be nonqualified stock options for purposes of the Code.

Except as otherwise provided in this Section 4 and in this Plan, Director Options shall be governed by the remaining provisions of the Plan applicable to nonqualified stock options.

5. Granting of Options.

    Subject to the terms and conditions of the Plan, the Committee may, from time to time prior to May 7, 1997, grant to such eligible employees as the Committee may determine options to purchase such shares of Common Stock of the Company on such terms and conditions as the Committee may determine. More than one option may be granted to the same employee. The day on which the Committee approves the granting of an option shall be considered the date on which such option is granted. The Committee shall not grant Director Options.

6. Option Price.

    The purchase price of each share of Common Stock subject to an option, other than a Director Option, shall be fixed by the Committee, but shall not be less than 100% of the fair market value of the share at the time the option is granted and shall not be less than the par value thereof. Unless otherwise determined by the Committee, the fair market value of a share shall be the mean between the high and low prices for a share of the Company's Common Stock on the New York Stock Exchange on the date the option is granted or, if no sale has been made on such exchange on such day, on the last preceding day on which any such sale shall have been made. The purchase price of each share of Common Stock subject to a Director Option shall be 100% of the fair market value thereof, determined in the manner provided by the preceding sentence.

7. Option Period, Date Exercisable.

    Each option granted under the Plan shall expire and all rights to purchase shares thereunder shall cease ten years after the date such option is granted. However, in the case of any option other than a Director Option, the Committee may establish an earlier expiration date. No option shall permit the purchase of any shares thereunder during the first year after the date the option is granted. In the case of any option other than a Director Option, the Committee may in its discretion limit the number of shares purchasable in any year thereafter to the extent it considers appropriate with respect to a particular individual to whom an option is granted. In the case of any incentive stock option, the aggregate fair market value (determined at the time the option is granted) of the stock with respect to which incentive stock options are exercisable for the first time by an individual during any calendar year (under this Plan and all other incentive stock option plans of his employer corporation and its parent and subsidiary corporations) shall not exceed $100,000.

8. Transferability and Termination of Options.

    During the lifetime of an employee to whom an option is granted, only such individual may exercise the option, and only while such individual is an employee of the Company or of a parent or subsidiary thereof, and only if such individual has been continuously so employed since the date the option was granted, subject to the following:

    (a)  Options granted to an individual during the one year period ending on the date of his termination of employment will not be exercisable after said termination of employment.

    (b)  If the individual's termination of employment is a retirement, options granted one year or more prior to the termination of employment will be exercisable during the two year period following the termination of employment, subject to any limitations on exercisability imposed by the Committee at the time the option was granted. "Retirement" of an employee means qualification for retirement under the Bemis Retirement Plan as in effect from time to time.

    (c)  If the individual's termination of employment is not a retirement, options which were granted one year or more prior to the termination of employment and which are exercisable immediately prior to the termination of employment will remain exercisable for three months after the termination of employment. All other options shall terminate as of the date employment terminates.

    With respect to a Director Option granted to a non-employee director hereunder, only such individual may exercise the Director Option during his or her lifetime, and only while such individual is a director of the Company, except that such individual may exercise the Director Option within twelve months after ceasing to be a director of the Company.

    With respect to any option granted under this Plan, including a Director Option, no option shall be assignable or transferable by the individual to whom it is granted, except that the Committee in its discretion may provide that an option shall be transferable by will or the laws of descent and distribution. An option if so transferable may be exercised after the death of the individual to whom it is granted, but only if it was exercisable by such individual immediately prior to such individual's death, in which case the option may be exercised only by such individual's legal representatives, heirs or legatees, only within twelve months after the death of such individual and only with respect to the shares purchasable at the time of such individual's death.

    In no event shall any option be exercisable at any time after its expiration date. The foregoing provisions permitting certain former employees or former directors to exercise options after they cease to be employees or directors and authorizing exercise by their legal representatives, heirs, or legatees do not have the effect of extending the term of any option beyond its expiration date. When an option is no longer exercisable, it shall be deemed to have lapsed or terminated.

9. Exercise of Options.

    A person entitled to exercise an option may, subject to its terms and conditions of the Plan, exercise it in whole at any time or in part from time to time by delivery to the Company at its principal office in Minneapolis, Minnesota, to the attention of the Secretary, of written notice of exercise, specifying the number of shares with respect to which the option is being exercised, accompanied by payment in full of the purchase price of the shares to be purchased at the time. Payment of such purchase price shall be made in cash (including check, bank draft or money order); provided, however, that at the discretion of the Committee, the Committee may, in the written agreements provided for in Section 11 hereof, or in amendments to any such agreements, permit the purchase price of any option granted hereunder to be paid (i) by delivery to the Company of unencumbered shares of Common Stock of the Company having a fair market value (based on the closing price for a share of the Company's Common Stock as reported in the Composite Transaction Reporting System on the date of exercise) equal to or less than such purchase price, with the difference, if any, between the fair market value of such shares of Common Stock of the Company and such purchase price being payable in cash; or (ii) by attestation. "Attestation" means delivery to the Company of a written affidavit of ownership of that number of unencumbered shares of Common Stock of the Company having a fair market value equal to, or less than, such purchase price with the difference, if any, between the fair market value of such attested shares of Common Stock and such purchase price being payable in cash. In the event of purchase by attestation, the Company shall issue a certificate for the number of shares purchased less the number of shares so attested and less any shares required to cover tax withholding obligation. Director Options may not be exercised by attestation. No shares shall be issued until full payment therefor has been made, whether by delivery of cash, Common Stock, or by attestation, and the granting of an option to an individual shall give such individual no rights as a shareholder except as to shares issued to such individual.

10. Termination of Employment.

    With respect to any employee who has been granted an option under this Plan, neither the transfer of employment of an individual to whom an option is granted between any combination of the Company and its subsidiaries, nor a leave of absence granted to such an individual and approved by the Committee, shall be deemed a termination of employment for purposes of the Plan. The terms "parent" and "subsidiary" as used in the Plan shall have the meanings ascribed to "parent corporation" and "subsidiary corporation", respectively, in Section 425(e) and (f) of the Code.

11. Option Agreements.

    All options granted under the Plan shall be evidenced by a written agreement in such form or forms as the Committee may from time to time determine.

12. Amendment and Discontinuance of Plan.

    The Board may at any time amend, suspend or discontinue the Plan, provided, however, that no amendment by the Board shall, without further approval of the shareholders of the Company, (a) change the class of employees eligible to receive options; (b) except as provided in Paragraph 3 hereof, increase the total number of shares of Common Stock of the Company which may be made subject to options granted under the Plan; (c) change the minimum purchase price; (d) increase the maximum period during which options may be exercised; (e) extend the term of the Plan beyond May 7, 1997; (f) permit the granting of options to employees who are then members of the Committee; 0r (g) change the terms, conditions, or eligibility requirements of Director Options. No amendment to the Plan shall, without the consent of the holder of the option, alter or impair any option previously granted under the Plan.

13. Definition of "Event".

    For purposes of Section 14 and 15 hereof, an "Event" shall be deemed to have occurred if (a) a majority of the directors of the Company shall be persons other than (i) for whose election proxies shall have been solicited by the Board of Directors of the Company or (ii) who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships, or (b) 40% or more of the outstanding voting stock of the Company or all or substantially all of the assets of the Company are acquired or beneficially owned (as defined in Rule 13d-3 under the Securities and Exchange Act of 1934) by any person (other than a subsidiary of the Company) or group of persons, acting in concert, whether by acquisition of assets, merger, consolidation, tender or exchange offer for shares, or otherwise, or (c) the shareholders of the Company approve any plan or agreement providing either for a transaction in which the Company will cease to be an independent publicly owned corporation or for a sale or other disposition of all or substantially all of the assets of the Company.

14. Acceleration of Exercisability.

    Notwithstanding any provision to the contrary contained herein or in any agreement evidencing options granted hereunder, each option outstanding hereunder shall become immediately and fully exercisable upon the occurrence of an Event and shall be exercisable in full for a period of thirty days following the date of occurrence of any Event; provided, however, that any option outstanding hereunder that is an incentive stock option within the meaning of Code Section 422A shall become exercisable pursuant to this Section 14 only if the holder thereof consents in writing to the application of this Section 14 to said incentive stock option.

15. Limited Rights.

    The Committee may, in its discretion, grant Limited Rights to the holder of any option, except Director Options, granted hereunder (the "Related Option") with respect to all or any portion of the shares covered by the Related Option. Each Limited Right shall relate to a specific Related Option and may be granted at any time either concurrently with the grant of the Related Option or at any time the Related Option is outstanding. Limited Rights shall be exercisable only if and to the extent that the Related Option is exercisable and only during the thirty-day periods described in Section 14 hereof. If Limited Rights are exercised, the Related Option shall no longer be exercisable to the extent of the number of shares with respect to which the Limited Rights were exercised. Upon the exercise or termination of a Related Option, Limited Rights granted with respect thereto shall terminate to the extent of the number of shares as to which the Related Option was exercised or terminated. A person entitled to exercise a Limited Right may, subject to its terms and conditions and the terms and conditions of the Plan, exercise it in whole or in part by delivery to the Company at its principal office in Minneapolis Minnesota, or written notice of exercise specifying the number of shares purchasable under the Related Option with respect to which the Limited Right is being exercised. The date the Company receives such notice is the exercise date. Upon exercise of Limited Rights, the holder shall promptly be paid an amount in cash for each share with respect to which the Limited Rights are exercised equal to the amount (if any) by which the option exercise price per share of stock covered by the Related Option is exceeded by the greatest of (i) the highest cash price per share of the Company's Common Stock paid in any tender offer in effect at any time during the sixty-day period prior to the exercise date, (ii) the highest price per share of the Company's Common Stock during such sixty-day period in the public trading market (determined based on the highest price for a share of the Company's Common Stock as reported in the Composite Transaction Reporting System during such period), (iii) the cash value equivalent of a share of Common Stock of the Company, as determined by the multiplication of (a) the exchange ratio of a share of Common Stock of the Company and of any other publicly traded security which shall have been exchanged for shares of Common Stock of the Company pursuant to an exchange offer or merger, (b) the closing sale price on any national securities exchange on which such other publicly traded security shall be listed, or closing bid price quotation on NASDAQ (or comparable quotation system), as the case may be, of such other publicly traded security on the New York Stock Exchange trading day immediately preceding the announcement of such exchange offer or merger, and (iv) the cash value equivalent of a share of Common Stock of the Company, as determined by the multiplication of (a) the exchange ratio of a share of Common Stock of the Company and of any non-publicly traded security which shall have been exchanged for shares of Common Stock of the Company pursuant to an exchange offer or merger by (b) the fair market value of such other security as determined by the Committee on the New York Stock Exchange trading day immediately preceding the announcement of such exchange offer or merger. A Limited Right may not be assigned and shall be transferable only if and to the extent that the Related Option is transferable. The Company may withhold any applicable withholding taxes from any cash payment due upon exercise of a Limited Right. No Limited Right may be granted with respect to a Director Option.

16. Withholding Taxes.

    Delivery of shares of Common Stock of the Company upon exercise of a nonqualified stock option shall be subject to any required withholding taxes. An individual exercising such an option may, as a condition precedent to receiving the shares, be required to pay the Company a cash amount equal to the amount of required withholdings. In lieu of all or any part of such a cash payment, the Committee may permit the individual to elect to cover all or any part of the required withholdings, and to cover any additional withholdings up to the amount needed to cover the individual's full FICA and federal, state and local income tax with respect to income arising from exercise of the options, through a reduction of number of shares delivered to him and/or through a subsequent return to the Company of shares delivered to him upon exercise.

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EX-10.C

EXHIBIT 10(c)—FORM OF MANAGEMENT CONTRACT WITH THE CHIEF
EXECUTIVE OFFICER AND OTHER EXECUTIVE OFFICERS

BEMIS COMPANY, INC.
FORM OF MANAGEMENT CONTRACT WITH THE CHIEF EXECUTIVE OFFICER
AND OTHER EXECUTIVE OFFICERS

AGREEMENT entered into as of            , 1999 by and between Bemis Company, Inc. a Missouri corporation (the Company), and             (the Executive). Certain capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Appendix A.

WITNESSETH:

WHEREAS, the Executive is a key member of the management of the Company and has heretofore devoted substantial skill and effort to the affairs of the Company; and

WHEREAS, it is desirable and in the best interests of the Company and its shareholders to continue to obtain the benefits of the Executive's services and attention to the affairs of the Company; and

WHEREAS, it is desirable and in the best interests of the Company and its shareholders to provide an inducement for the Executive (a) to remain in the service of the Company in the event of any proposed or anticipated change in control of the Company and (b) to remain in the service of the Company in order to facilitate an orderly transition in the event of a change in control of the Company; and

WHEREAS, it is desirable and in the best interests of the Company and its shareholders that the Executive be in a position to make judgments and advise the Company with respect to proposed changes in control of the Company without regard to the possibility that the Executive's employment may be terminated without compensation in the event of certain changes in control of the Company; and

WHEREAS, the Executive desires to be protected in the event of certain changes in control of the Company; and

WHEREAS, for the reasons set forth above, the Company and the Executive desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the Company and the Executive agree as follows:

1.

Employment. The Executive shall remain in the employ of the Company with such title, duties, responsibilities and authority, and receive such remuneration and fringe benefits, as the Board of Directors of the Company shall from time to time provide for the Executive; provided, however, that either the Executive or the Company may terminate the employment of the Executive at any time prior to the occurrence of a "Change of Control Event" with or without cause for any reason whatever, upon at least 30 days' prior written notice to the other party. In such case this Agreement shall also be terminated with no additional rights or obligations accruing hereunder to either party except as set forth in Paragraph 2(b). If neither party has previously terminated the employment of the Executive, upon the occurrence of a "Change in Control Event", the rights and protections of this Agreement shall vest.

2.

Termination.

(a)

If within three years of the "Change in Control Event" (hereafter called the "Transition Period") there shall be an "Involuntary Termination" or "Constructive Involuntary Termination" of the Executive, the Executive shall be entitled to the payments and benefits provided in Paragraph 3.

(b)

If there shall be an "Involuntary Termination" or "Constructive Involuntary Termination" of the Executive prior to a "Change in Control Event", and the Executive reasonably demonstrates that such termination arose in connection with or in anticipation of a "Change in Control Event" which ultimately occurs or occurred, the Executive shall be entitled to the payments and benefits provided herein.

3.

Payments and Benefits.

(a)

If the Executive is entitled to payments and benefits pursuant to Paragraph 2 above, the Executive (or the Executive's legal representative, as the case may be) shall be entitled:

(i)  to immediately receive from the Company or its successor, a cash payment in an amount equal to three times the sum of (1) the salary received by the Executive during the last preceding calendar year and (2) the highest annual bonus award (BEIP) received by the Executive during the previous five years; and

(ii) for three years after the "Involuntary Termination" or "Constructive Involuntary Termination" of the Executive's employment with the Company, to participate in any health, disability and life insurance plan or program in which the Executive was entitled to participate immediately prior to the "Change of Control Event" as if he were an employee of the Company during such three-year period; provided however, that in the event that the Executive's participation in any such health, disability or life insurance plan or program of the Company is barred, the Company, at its sole cost and expense, shall arrange to provide the Executive with benefits substantially similar to those which the Executive would be entitled to receive under such plan or program if he were not barred from participation.

(b)

Notwithstanding anything to the contrary above, the Executive shall not be entitled to benefits under subparagraph a(i) or a(ii) above for any time following the Executive's sixty-fifth (65th) birthday.



(c)

The payments provided for in this Paragraph 3 shall be in addition to any salary or other remuneration otherwise payable to the Executive on account of employment by the Company or one or more of its subsidiaries or its successor (including any amounts received prior to such termination of employment for personal services rendered after the occurrence of the "Change of Control Event") but shall be reduced by any severance pay which the Executive receives from the Company, its subsidiaries or its successor under any other policy or agreement of the Company in the event of "Involuntary Termination" of Executive's employment.



(d)

The Company shall also pay to the Executive all legal fees and expenses reasonably incurred by the Executive as a result of such termination, including, but not limited to, all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement.



(e)

If it shall be determined that a "Payment" would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 as amended (hereafter the Code) (or any interest or penalties related thereto or any successor provision thereto), the Executive shall be entitled to receive a "Gross-Up Payment". Notwithstanding the foregoing provisions of this Paragraph 3(e), if it shall be determined that the Executive is entitled to a "Gross-Up Payment", but that the total "Payments" do not exceed 120% of the maximum amount of "Payments" that could be paid to the Executive without incurring any Excise Tax, (the "Reduced Amount"), then no "Gross-Up Payment" shall be made to the Executive and the "Payment", in the aggregate, shall be reduced to the "Reduced Amount". In reducing the "Payment", the Executive may specify what components of the "Payment" shall not be paid.



(f)

The Executive shall not be required to mitigate the amount of any payment or other benefit provided for in this Paragraph 3 by seeking other employment or otherwise, nor shall the amount of any payment or other benefit provided for in this Paragraph 3 be reduced by any compensation earned by the Executive as the result of employment by another employer after termination, or otherwise.



(g)

The obligations of the Company under this Paragraph 3 shall survive the termination of this Agreement.

4.

Successors and Assigns.

(a)

This Agreement shall be binding upon and inure to the benefit of the successors, legal representatives and assigns of the parties hereto; provided, however, that the Executive shall not have any right to assign, pledge or otherwise dispose of or transfer any interest in this Agreement or any payments hereunder, whether directly or indirectly or in whole or in part, without the written consent of the Company or its successor.

(b)

The Company will require any successor (whether direct or indirect, by purchase of a majority of the outstanding voting stock of the Company or all or substantially all of the assets of the Company, or by merger, consolidation or otherwise), by agreement in form and substance satisfactory to the Executive, to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession (other than in the case of a merger or consolidation) shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive terminated his employment on account of a "Constructive Involuntary Termination", except that for purposes of implementing the foregoing, the date on which any such succession becomes

(c)

effective shall be deemed the date of termination. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which is required to execute and deliver the Agreement provided for in this Paragraph 4(b) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

5.

Governing Law. This Agreement shall be construed in accordance with the laws of the State of Minnesota.

6.

Notices. All notices, requests and demands given to or made pursuant hereto shall be in writing and shall be delivered or mailed to any such party at its address which:

(a)

In the case of the Company shall be:

Bemis Company, Inc.
2300 Piper Jaffray Tower
222 South 9th Street
Minneapolis, Minnesota 55402

(b)

In the case of the Executive shall be:

Either party may, by notice hereunder, designate a changed address. Any notice, if mailed properly addressed, postage prepaid, registered or certified mail, shall be deemed to have been given on the registered date or that date stamped on the certified mail receipt.

7.

Severability; Severance. In the event that any portion of this Agreement is held to be invalid or unenforceable for any reason, it is hereby agreed that such invalidity or unenforceability shall not affect the other portions of this Agreement and that the remaining covenants, terms and conditions or portions hereof shall remain in full force and effect, and any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable and enforceable. In the event that any benefits to the Executive provided in this Agreement are held to be unavailable to the Executive as a matter of law, the Executive shall be entitled to severance benefits from the Company, in the event of an "Involuntary Termination" or "Constructive Involuntary Termination" of employment of the Executive (other than a termination on account of the death or "Disability" of the Executive or a termination for "Cause") during the term of this Agreement occurring at the time of or following the occurrence of a "Change in Control Event", at least as favorable to the Executive (when taken together with the benefits under this Agreement that are actually received by the Executive) as the most advantageous benefits made available by the Company to employees of comparable position and seniority to the Executive during the five-year period prior to the "Change of Control Event".

8.

Term. This Agreement shall commence on the date of this Agreement and shall terminate on the later of (a) December 31, 2004, provided that such period shall be automatically extended for one year and from year to year thereafter until notice of termination is given by the Company or the Executive to the other party hereto at least 60 days prior to December 31, 2004 or the one-year extension period then in effect, as the case may be, or (b) if a "Change of Control Event" occurs on or prior to December 31, 2004 (or prior to the end of the extension year then in effect as provided for in clause (a) hereof), the end of the "Transition Period".

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

EXECUTIVE	BEMIS COMPANY, INC.
	By
	John H. Roe Chief Executive Officer

APPENDIX A
TO
BEMIS COMPANY, INC.
FORM OF MANAGEMENT CONTRACT WITH THE CHIEF EXECUTIVE OFFICER
AND OTHER EXECUTIVE OFFICERS

DEFINITIONS

    As used in this Agreement the capitalized terms not otherwise defined shall have the meanings ascribed to them below.

Cause

"Cause" shall mean, and be limited to, (i) willful and gross neglect of duties by the Executive, or (ii) an act or acts committed by the Executive constituting a felony and substantially detrimental to the Company or its reputation.

Change of Control Event

A "Change of Control Event" shall be deemed to have occurred if any of the following occur:

(1)

Any "Person" (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended, or any successor statute thereto (the Exchange Act)) acquires or becomes a beneficial owner (as defined in Rule 13d-3 or any successor rule under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities entitled to vote generally in the election of directors (Voting Securities) or 30% or more of the outstanding shares of common stock of the Company (Common Stock), provided, however, that the following shall not constitute a "Change of Control Event"":



(a)

any acquisition or beneficial ownership by the Company or a subsidiary of the Company;



(b)

any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or one or more of its subsidiaries;



(c)

any transaction with respect to which, immediately following such acquisition, more than 70% respectively, of (i) the combined voting power of the Company's then outstanding Securities and (ii) the Common Stock is then beneficially owned, directly or indirectly, by all or substantially all of the persons who beneficially owned Voting Securities and Common Stock respectively, of the Company immediately prior to such transaction in substantially the same proportions as their ownership immediately prior to such acquisition;




(2)

Continuing Directors shall not constitute a majority of the members of the Board of Directors of the Company. Continuing Directors shall mean: (a) individuals who, on the date hereof, are directors of the Company, (b) individuals elected as directors of the Company subsequent to the date hereof for whose election proxies shall have been solicited by the Board of Directors of the Company, or (c) any individual elected or appointed by the Board of Directors of the Company to fill vacancies on the Board of Directors of the Company caused by death or resignation (but not by removal) or to fill newly-created directorships, provided that a Continuing Director shall not include an individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the threatened election or removal of directors (or other actual or threatened solicitation of proxies or consents) by or on behalf of any person other than the Board of Directors of the Company;



(3)

Consummation of a reorganization, merger or consolidation of the Company (other than a merger or consolidation with a subsidiary of the Company), unless immediately following such reorganization, merger or consolidation, all or substantially all of the persons who were the beneficial owners, respectively, of Voting Securities and Common Stock immediately prior to such reorganization, merger or consolidation beneficially own, directly or indirectly, more than 70% respectively of (i) the combined voting power of the then outstanding Voting Securities entitled to vote generally in the election of directors, and (ii) the then outstanding shares of Common Stock of the corporation resulting from such reorganization, merger or consolidation in substantially the same proportions as their ownership of the Voting Securities and Common Stock, as the case may be, immediately prior to such reorganization, merger or consolidation;



(4)

Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company (in one or a series of transactions), other than to a corporation with respect to which, immediately following such sale or other disposition, more than 70%, respectively, of (i) the combined voting power of the then outstanding Voting Securities of such corporation entitled to vote generally in the election of directors, and (ii) the then outstanding shares of Common Stock of such corporation is then beneficially owned, directly or indirectly, by all or substantially all of the persons who were the beneficial owners respectively of the Voting Securities and Common Stock immediately prior to such sale or other disposition in substantially the same proportions as their ownership of the Voting Securities and Common Stock, as the case may be, immediately prior to such sale or other disposition;



(5)

The Company enters into a letter of intent, an agreement in principle or a definitive agreement relating to a "Change of Control Event" described in Subparagraphs (1), (2), (3) or (4) hereof that ultimately results in such a "Change of Control Event", or a tender or exchange offer or proxy contest is commenced which ultimately results in such a "Change in Control of Event".




Notwithstanding anything stated above, a "Change of Control Event" shall not be deemed to occur with respect to the Executive if the acquisition or beneficial ownership of the 30% or greater interest referred to in Subparagraph (1) is by the Executive or by a group, acting in concert, that includes the Executive or a majority of the then combined voting power of the then outstanding Voting Securities (or voting equity interests) of the surviving corporation or of any corporation (or other entity) acquiring all or substantially all of the assets of the Company shall, immediately after a reorganization, merger, consolidation or disposition of assets referred to in Subparagraph (3) or Subparagraph (4) of this definition, be beneficially owned, directly or indirectly, by the Executive or by a group, acting in concert, that includes the Executive.

Constructive Involuntary Termination

Following a "Change of Control Event", any of the six occurrences below shall constitute a "Constructive Involuntary Termination"":

(1)

The Executive shall not be given substantially equivalent or greater title, duties, responsibilities and authority, in each case as compared with the Executive's status immediately prior to the "Change of Control Event", other than for "Cause" or on account of "Disability"";



(2)

The Executive's annual base salary shall be reduced from the Executive's annual base salary in effect immediately prior to the "Change of Control Event"";



(3)

The Company shall fail to provide the Executive with benefits under the Company's pension, profit sharing, retirement, life insurance, medical, health and accident, disability, bonus and incentive plans and other employee benefit plans and arrangements that in the aggregate for all such plans and arrangements are at least as favorable to the Executive as those benefits covering the Executive immediately prior to the "Change of Control Event" or shall fail to provide the Executive with at least the number of paid vacation days to which the Executive was entitled immediately prior to the "Change of Control Event"";



(4)

The Company shall have failed to obtain assumption of this Agreement by any successor as contemplated by Paragraph 4(b) of the Agreement;



(5)

The Company shall require the Executive to relocate to any place other than a location within 25 miles of the location at which the Executive performed his primary duties immediately prior to the "Change of Control Event" or, if the Executive performed such duties at the Company's principal executive offices, the Company shall relocate its principal executive offices to any location other than a location within 25 miles of the location of the principal executive offices immediately prior to the "Change of Control Event""; or



(6)

A termination of employment with the Company by the Executive after any of the occurrences in Subparagraphs (1) through (5) above.

Disability

"Disability" shall be a condition entitling the Executive to benefits under Bemis' Long Term Disability Plan.

Gross-Up Payment

(1)

A "Gross-Up Payment" shall mean an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and excise tax imposed by Section 4999 of the Code on the Executive and any interest or penalties incurred by the Executive with respect to such excise tax (such excise tax, together with any interest and penalties, are hereinafter collectively referred to as the Excise Tax), imposed upon the "Gross-Up Payment", the Executive retains an amount of the "Gross-Up Payment" equal to the Excise Tax imposed upon the "Payment".



(2)

Subject to the provisions of Subparagraph (3) below, all determinations required to be made under Paragraph 3 of the Agreement, including whether and when a "Gross-Up Payment" is required and the amount of such "Gross-Up Payment", the assumptions to be utilized in arriving at such determination, and the determination of whether "Payments" need to be reduced to the "Reduced Amount", shall be made by PricewaterhouseCoopers LLP or such other certified public accounting firm as may be designated by the Executive (the Accounting Firm) which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days after the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the "Change of Control Event", the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any "Gross-Up Payment", as determined pursuant to this Agreement, shall be paid by the Company to the Executive within five days after the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that "Gross-Up Payments" which will not have been made by the Company should have been made (Underpayment), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to this Agreement and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.



(3)

The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the "Gross-Up Payment". Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim (provided that any delay in so informing the Company within such ten business day period shall not affect the obligations of the Company under this Agreement except to the extent that such delay materially and adversely affects the Company) and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:



(a)

give the Company any information reasonably requested by the Company relating to such claim,



(b)

take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,



(c)

cooperate with the Company in good faith in order to effectively contest such claim, and



(d)

permit the Company to participate in any proceedings relating to such claim;




provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Paragraph, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a "Gross-Up Payment" would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(4)

If, after the receipt by the Executive of an amount advanced by the Company pursuant to Subparagraph (3) above, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of this Subparagraph (4)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Subparagraph (3) above, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of "Gross-Up Payment" required to be paid.

Involuntary Termination

"Involuntarily Termination" shall mean a termination by the Company of the Executive's employment other than for "Cause" or on account of the death or "Disability" of the Executive.

Payment(s)

A "Payment" is any payment or distribution by the Company to or for the benefit of the Executive whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any stock option, restricted stock agreement or otherwise, but determined without regard to any additional "Gross-Up Payments".

Reduced Amount

"Reduced Amount" shall mean the greatest amount of Payments that could be paid to the Executive such that the receipt of such Payments by the Executive would not give rise to any Excise Tax.

Transition Period

"Transition Period" shall mean the three-year period commencing on the date of the "Change of Control Event" and ending on the third anniversary of such "Change in Control Event".

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EXHIBIT 10(c)—FORM OF MANAGEMENT CONTRACT WITH THE CHIEF EXECUTIVE OFFICER AND OTHER EXECUTIVE OFFICERS
BEMIS COMPANY, INC. FORM OF MANAGEMENT CONTRACT WITH THE CHIEF EXECUTIVE OFFICER AND OTHER EXECUTIVE OFFICERS

APPENDIX A TO BEMIS COMPANY, INC. FORM OF MANAGEMENT CONTRACT WITH THE CHIEF EXECUTIVE OFFICER AND OTHER EXECUTIVE OFFICERS
DEFINITIONS

EX-10.E

EXHIBIT 10(e) - SUPPLEMENTAL RETIREMENT PLAN
BEMIS COMPANY, INC.
SUPPLEMENTAL RETIREMENT PLAN
(As Amended And Restated as of October 29, 1999)

Article I
General

    Sec. 1.1  Name of Plan.  The name of the plan set forth herein is "Bemis Company, Inc. Supplemental Retirement Plan." It is sometimes referred to herein as the "Plan".

    Sec. 1.2  Purpose.  The Plan has been established for the following purposes:

(a)

To provide the additional benefits which would have been provided under the Bemis Retirement Plan (the "Retirement Plan") but for the limitations imposed by § 415 of the Internal Revenue Code (the "Code") and/or Retirement Plan Sec. 8.12 or any successor to either of said sections. By providing such benefits, the Plan is an "excess benefit plan" under § 3 (36) of the Employee Retirement Income Security Act of 1974 ("ERISA").



(b)

To provide benefits which would have been payable under the Retirement Plan but for the annual limit on covered compensation imposed by Code § 401 (a) (17). Said limit is $160,000 for 1999 and is subject to a cost of living adjustment for future years. By providing such benefits, the Plan provides deferred compensation for a select group of management or highly compensated employees and therefore is exempt from most requirements of ERISA.

    Sec. 1.3  Definitions.  Unless otherwise specified herein, capitalized terms used herein shall have the meanings specified in the Retirement Plan as amended from time to time. Terms defined in this Plan include:

(a)

"Actuarial Equivalent" is defined in Sec. 2.2(b)(4).



(b)

"Change in Control" is defined in Sec. 4.2.



(c)

"Committee" is defined in Sec. 3.1.



(d)

"Incumbent Directors" is defined in Sec. 4.3.



(e)

"Plan" is defined in Sec. 1.1.



(f)

"Retirement Plan" is defined in Sec. 1.2(a).



(g)

"Supplemental Pension" is defined in Sec. 2.2(a).

    Sec. 1.4  Participating Employers.  Each employer which is a Participating Employer under the Retirement Plan is also a Participating Employer under this Plan. Morgan Adhesives Company ("Morgan") previously sponsored a separate Supplemental Retirement Plan and was not a Participating Employer under this Plan, but effective as of January 1, 1997, Morgan's plan is combined with this Plan, and Morgan is a Participating Employer.

Article II
Benefits

    Sec. 2.1  Eligibility to Receive a Benefit.  If a person's Termination of Employment occurs under circumstances that a benefit is payable under the Retirement Plan to him or his surviving spouse, contingent annuitant, or beneficiary, a benefit shall also be payable under this Plan if the benefit under the Retirement Plan is limited for one or more of the reasons listed in Sec. 1.2. Each employee or former employee eligible to receive a benefit under the Plan is a "Participant" in this Plan.

    Sec. 2.2  Amount Payable.  The benefit payable with respect to a Participant shall be determined and paid as follows:

(a)

The "Supplemental Pension" payable under this Plan is a monthly pension for each month a pension is payable to the Participant or to his surviving spouse, contingent annuitant, or beneficiary under the Retirement Plan in a monthly amount equal to the amount, if any, by which (1) exceeds (2):



(1)

The monthly amount which would have been payable to the Participan tor his surviving spouse, contingent annuitant, or beneficiary under the Retirement Plan for that month if the limits referred to in Sec. 1.2 were not applicable. Said monthly amount shall be calculated under the form of payment under which benefits are being paid by the Retirement Plan.



(2)

The monthly amount actually payable under the Retirement Plan to the Participant or his surviving spouse, contingent annuitant or beneficiary for that month under the form of payment under which benefits are paid.




The Supplemental Pension shall be paid to the Participant during his or her lifetime. Following the Participant's death, the Supplemental Pension will be paid to the same individuals and in the same proportions as death benefits are being paid under the Retirement Plan. However, no Supplemental Pension will be paid to a Participant for any month beginning prior to his or her Termination of Employment. Even if the Retirement Plan pays benefits to an active employee following his or her attainment of age 70¹/2, benefits under this Plan will not begin until the month after the Participant's Termination of Employment.

(b)

However, in lieu of the benefits payable under subsection (a), a Participant may elect to receive a lump sum payment in an amount equal to the Actuarial Equivalent of said monthly benefits, subject to the following:



(1)

Any election by a Participant to receive a lump sum payment in lieu of monthly benefits must be made not less than 12 months before the Participant's Termination of Employment. Such elections are irrevocable. However, if a Participant elects a lump sum and then terminates employment within 12 months of making the election, the election is invalid, and benefits will be paid monthly as provided in subsection (a). The following transition election requirements apply in cases where Participant's Termination of Employment occurs on or before June 30, 1998:



(A)

If a Participant's Termination of Employment occurs during 1997, the 12-month advance election requirement is not applicable, and the lump sum will be paid if the Participant elected that form of payment not later than December 16, 1996.



(B)

If a Participant's Termination of Employment occurs during the period January 1, 1998 through June 30, 1998, the 12-month advance election requirement is not applicable, and the lump sum will be paid if the Participant elected that form of payment not later than June 30, 1997.




(2)

Such elections are not subject to the consent of the Participant's spouse.



(3)

If a lump sum is payable, it will be paid promptly after the amount thereof can be determined. If the amount is dependent on the Participant's annual bonus for his or her final year of employment, the lump sum will not be paid until after the bonus has been computed.



(4)

The "Actuarial Equivalent" factors used in calculating the lump sum amount are as follows:



(A)

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



(B)

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.




(5)

The lump sum payment is in lieu of all other benefits payable with respect to the Participant under the Plan, including death benefits.



(6)

The Committee may, in its sole discretion, waive the 12-month advance election requirement in subsection (a) and permit the election to be made closer to a Participant's Termination of Employment. However, such a waiver may be granted only if the Committee, in its sole discretion, determines that there are unusual circumstances of hardship which warrant such waiver, including but not limited to the following:



(A)

Demonstrated financial need;



(B)

Hardship arising from illness or medical condition; or



(C)

Unexpected termination of employment prior to the date the Participant expected to retire, such as involuntary termination of employment, termination due to sale of a Company business or subsidiary, or termination due to medical condition or illness.




Any decision by the Committee to waive the 12-month advance election requirement applies only to the Participant to whom the waiver is granted, and is not binding or precedential with regard to waivers requested by other Participants.

(c)

If the Participant's death occurs prior to the date his monthly pension begins under the Retirement Plan, and preretirement death benefits are payable under the Retirement Plan to his surviving spouse, contingent annuitant, or beneficiary, the monthly amount of the Supplemental Pension shall be determined by reference to the benefits payable to said person rather than by reference to the pension the Participant would have received had he lived. Said benefit will be paid to the same individuals and in the same proportions as death benefits are being paid under the Retirement Plan. The Committee may, in its sole discretion, arrange for payment in a lump sum of preretirement death benefits under this Plan in cases where the monthly benefit would be small or is likely to be of long duration. Any such lump sum will be the Actuarial Equivalent of the monthly Supplemental Pension, determined as provided in subsection (b)(4).

    Sec. 2.3  Individual Agreements.  Benefits provided by this Plan may be evidenced by individual employment agreements between the Company and individuals who are or may become eligible for such benefits. Benefits provided by the Plan will be paid to an individual regardless of whether those benefits are evidenced by an individual employment agreement. Any such individual agreement may provide for additional benefits over and above those provided by this Plan.

Article III
Administrative and Miscellaneous Provisions

    Sec. 3.1  Administration of Plan.  The Plan shall be administered in behalf of the Company by the Bemis Employee Benefits Committee (the "Committee"). The Committee has discretionary authority to construe the terms of the Plan and to make all decisions and interpretations incident thereto. The Committee may from time to time adopt such rules for the administration of the Plan as it deems appropriate. The decision of the Committee on any matter affecting the Plan or the rights and obligations arising under the Plan is final and binding upon all persons.

    Sec. 3.2  Miscellaneous Provisions.

(a)

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



(b)

This Plan constitutes the Company's unconditional promise to pay the amounts which become payable pursuant to the terms hereof. A Participant's rights are solely those of an unsecured creditor. This Plan does not give any Participant or beneficiary a security interest in any specific assets of the Company.



(c)

The Committee may in its sole discretion arrange for payment by a subsidiary of the Company of the amounts the Committee determines are attributable to service with that subsidiary. Morgan Adhesives Company shall pay any benefits attributable to service with it.



(d)

This Agreement shall not be construed as a contract of employment and does not restrict the right of the Company or any of its subsidiaries to discharge the Participant or the right of the Participant to terminate employment.



(e)

The provisions of this Agreement shall be construed and enforced according to the laws of Minnesota to the extent such laws are not preempted by ERISA.



(f)

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



(g)

In addition to any other applicable provisions of indemnification, the Company agrees to indemnify and hold harmless, to the extent permitted by law, each member of the Committee (collectively referred to herein as "Indemnitee") against any and all liabilities, losses, costs or expenses (including legal fees) of whatsoever kind and nature which may be imposed on, reasonably incurred by or asserted against such person at any time by reason of such person's services 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 under this provision.

Article IV
Change in Control

    Sec. 4.1  Acceleration of Benefits Upon Change In Control.  If a "Change in Control" of the Company (as defined in Sec. 4.2) has occurred, or the Committee determines that a Change in Control is likely to occur within six months of the date of determination, the following provisions shall be applicable:

(a)

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



(b)

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



(c)

Actuarial Equivalents under (a) and (b) will be determined as provided in Sec. 2.2(b)(4).



(d)

However, the Committee may, in its sole discretion, permit Participants eligible for lump sum payments under (a) or (b) to waive the lump sum payment. Any Participant who elects to waive the lump sum payment will receive his or her remaining benefits in the form of a monthly pension as provided in Sec. 2.2.

    Sec. 4.2  Change in Control.  For purposes of Sec. 4.1, a "Change in Control" of the Company will mean the following:

(a)

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



(b)

the approval by the shareholders of the Company of any plan or proposal for the liquidation or dissolution of the Company;



(c)

a merger or consolidation to which the Company is a party if the shareholders of the Company immediately prior to effective date of such merger or consolidation have "beneficial ownership", as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), immediately following the effective date of such merger or consolidation, of securities of the surviving corporation representing (i) more than 50%, but not more than 80%, of the combined voting power of the surviving corporation's then outstanding securities ordinarily having the right to vote at elections of directors, unless such merger or consolidation has been approved in advance by the Incumbent Directors (a defined in Sec. 4.3 below), or (ii) 50% or less of the combined voting power of the surviving corporation's then outstanding securities ordinarily having the right to vote at elections of directors (regardless of any approval by the Incumbent Directors);



(d)

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



(e)

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



(f)

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

    Sec. 4.3  Incumbent Directors.  For purposes of Sec. 4.2, "Incumbent Directors" of the Company will mean any individuals who are members of the Board on the effective date of the Plan and any individual who subsequently becomes a member of the Board whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors comprising the Board on the effective date of the Plan (either by specific vote or by approval of the Company's proxy statement in which such individual is named as a nominee for director without objection to such nomination).

Article V
Amendment or Termination

    Sec. 5.1  Amendment.  The Company, by action of the Board, may amend the Plan from time to time. The Board may delegate authority to amend the Plan to the Committee.

    Sec. 5.2  Termination.  The Company, by action of the Board, may terminate the Plan.

    Sec. 5.3  Preservation of Benefits.  Notwithstanding any provisions of Sec. 5.1 or Sec. 5.2 to the contrary, no amendment or termination of the Plan under said sections shall have the effect of reducing a Participant's aggregate benefit under this Plan and the Retirement Plan to less than the amount which would have been payable if the amendment or termination had not occurred, said amount to be based solely on compensation and service prior to the effective date of the amendment or termination.

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EXHIBIT 10(e) - SUPPLEMENTAL RETIREMENT PLAN BEMIS COMPANY, INC. SUPPLEMENTAL RETIREMENT PLAN (As Amended And Restated as of October 29, 1999)
Article I General
Article II Benefits
Article III Administrative and Miscellaneous Provisions
Article IV Change in Control
Article V Amendment or Termination

EX-10.F

EXHIBIT 10(f) - EXECUTIVE OFFICER INCENTIVE PLAN

BEMIS COMPANY, INC.
EXECUTIVE OFFICER INCENTIVE PLAN
(As of October 29, 1999)

Each Officer of the Company participates in the Bemis Executive Officer Incentive Plan (BEOIP). The BEOIP has been adopted by the Compensation Committee for Officers as follows:

Components of the Awards

The amount of an Officers award depends on the following factors:

1.

The Officer's salary and salary grade.

2.

The performance of the Company against its target(s).

3.

The Officer's individual performance rating given the Officer by the CEO or, in the case of the CEO, by the Compensation Committee.

Calculating the Awards

1.

Normal Awards

Normal Awards vary according to salary and salary grade. The Normal Award is the percentage of salary that would be paid as a bonus if the Company exactly met its performance target(s). Each Officer's Normal Award is calculated by multiplying the Normal Award percentage for the Officer's salary grade times the Officer's base salary earnings for the year.

2.

Corporate Performance

The performance by the Company is compared to the performance target(s) set by the Compensation Committee at the beginning of the year. Depending upon corporate performance, each Officer's Normal Award will be multiplied by a percentage from 0% to 220%.

3.

Individual Ratings

The Compensation Committee may adjust the award calculated pursuant to Paragraph 2 above upward or downward by an Officer performance factor not to exceed +/-50%. The product of Normal Award times corporate performance times Officer's individual performance equals the Officer's bonus.

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EXHIBIT 10(f) - EXECUTIVE OFFICER INCENTIVE PLAN
BEMIS COMPANY, INC. EXECUTIVE OFFICER INCENTIVE PLAN (As of October 29, 1999)

EX-10.I

EXHIBIT 10(i) - AMENDED AND RESTATED COMPOSIT CREDIT AGREEMENT

    COMPOSITE COPY

    FOR CONVENIENCE ONLY

FOURTH AMENDED AND RESTATED
CREDIT AGREEMENT
AMONG
BEMIS COMPANY, INC.
THE BANKS LISTED HEREIN
AND
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, AS AGENT

U.S. $334,000,000

Originally dated as of August 1, 1986
First Amendment and Restatement dated as of August 1, 1991
Second Amendment and Restatement as of March 31, 1997
Third Amendment and Restatement as of February 1, 1998 (as amended as of June 30, 1998)
Fourth Amendment and Restatement as of August 2, 1999

TABLE OF CONTENTS

Section		Page
SECTION 1.	INTERPRETATIONS AND DEFINITIONS	1
1.1	Definitions	1
1.2	Accounting Terms and Determinations	6
SECTION 2.	THE LOANS	7
2.1	The Loans	7
2.2	[Intentionally Omitted.]	7
2.3	Method of Borrowing	7
2.4	The Notes	8
2.5	Maturity of Loans	8
2.6	Interest Rates	9
2.7	Facility Fee	11
2.8	Optional Termination or Reduction of Commitments	11
2.9	Mandatory Termination or Reduction of Commitments	11
2.10	Optional Prepayments	12
2.11	General Provisions as to Payments	12
2.12	Computation of Interest and Fees	12
2.13	Funding Losses	12
2.14	Extension of Commitment	13
SECTION 3.	CONDITIONS OF LENDING	13
3.1	All Loans	13
3.2	Initial Loans	13
SECTION 4.	CHANGE IN CIRCUMSTANCES AFFECTING FIXED RATE LOANS	14
4.1	Basis for Determining Interest Rate Inadequate	14
4.2	Illegality	15
4.3	Increased Costs	15
SECTION 5.	REPRESENTATIONS AND WARRANTIES	16
5.1	Corporate Existence and Power	16
5.2	Corporate Authorization	17
5.3	Binding Effect	17
5.4	Financial Statements	17
5.5	Litigation	17
5.6	Taxes	18
5.7	Governmental and other Approvals	18
5.8	Compliance with ERISA	18
5.9	Environmental Matters	18
SECTION 6.	COVENANTS	18
6.1	Financial Statements	18
6.2	Maintenance of Existence	20
6.3	Maintenance of Properties	20
6.4	Compliance with Laws	20
6.5	Notice of Proceedings	20
6.6	Use of Proceeds	21
6.7	Payment of Taxes	21
6.8	Insurance	21
6.9	Ratio of Total Debt to Consolidated Tangible Net Worth	21
6.10	Minimum Consolidated Tangible Net Worth	21
6.11	Negative Pledge	21
6.12	Consolidations, Mergers and Sales of Assets	22
SECTION 7.	EVENTS OF DEFAULT	22
SECTION 8.	THE AGENT	24
8.1	Appointment and Authorization	24
8.2	Agent and Affiliates	24
8.3	Action by Agent	25
8.4	Consultation with Experts	25
8.5	Liability of Agent	25
8.6	Indemnification	25
8.7	Failure to Act	25
8.8	Resignation or Removal of Agent	25
8.9	Credit Decision	26
SECTION 9.	MISCELLANEOUS	26
9.1	Notices	26
9.2	Amendments and Waivers; Cumulative Remedies	26
9.3	Successors and Assigns	27
9.4	Expenses; Documentary Taxes	28
9.5	Sharing of Set-Offs	28
9.6	Collateral	29
9.7	Counterparts	29
9.8	Headings; Table of Contents	29
9.9	Governing Law	29

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

    FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 2, 1999 among BEMIS COMPANY, INC., a Missouri corporation (the "Borrower"), the BANKS listed on the signature pages hereof (the "Banks") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York State banking corporation, as agent for the Banks (the "Agent").

    WHEREAS, the Borrower, the Banks and the Agent entered into a Credit Agreement dated as of August 1, 1986, amended and restated as of August 1, 1991, as of March 31, 1997, and as of February 1, 1998 (and further amended as of June 30, 1998) (the "Credit Agreement"); and

    WHEREAS, for administrative ease the parties wish to restate the Credit Agreement, incorporating all prior amendments, and to further amend certain provisions of the Agreement;

    NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. INTERPRETATIONS AND DEFINITIONS

    1.1  Definitions.  The following terms, as used herein, shall have the following respective meanings:

    "Adjusted CD Rate" has the meaning set forth in Section 2.6(B) hereof.

    "Adjusted Euro-Dollar Rate" has the meaning set forth in Section 2.6(C) hereof.

    "Assessment Rate" has the meaning set forth in Section 2.6(B) hereof.

    "Base Rate" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of ¹/2 of 1% plus the Federal Funds Rate for such day.

    "Base Rate Loan" means a Loan which the Borrower specifies pursuant to Section 2.3 hereof shall be a Base Rate Loan.

    "CD Base Rate" has the meaning set forth in Section 2.6(B) hereof.

    "CD Loan" means a Loan which the Borrower specifies pursuant to Section 2.3 hereof shall be a CD Loan.

    "CD Margin" has the meaning set forth in section 2.6(B) hereof.

    "CD Reserve Percentage" has the meaning set forth in Section 2.6(B) hereof.

    "Change of Control" means the occurrence of any of the following events: (x) any "person" or "group" (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of 20% or more of the fully diluted Voting Securities of the Borrower or (y) individuals who at the beginning of any period of two consecutive calendar years constituted the board of directors of the Borrower (together with any new directors whose election by the board of directors of the Borrower or whose nomination for election by the Borrower's shareholders was approved by the members of the board of directors of the Borrower then still in office who either were members of the board of directors of the Borrower at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the board of directors of the Borrower.

    "Code" means the Internal Revenue Code of 1986, as amended.

    "Commitment" means, with respect to each Bank, the amount set forth opposite the name of such Bank on the signature pages hereof, as such amount may be reduced from time to time pursuant to Section 2.8 hereof.

    "Consolidated Subsidiary" means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the Borrower in its consolidated financial statements as of such date.

    "Consolidated Tangible Net Worth" means at any date the consolidated stockholders' equity of the Borrower and its Consolidated Subsidiaries minus the following (to the extent reflected in determining such consolidated stockholder's equity): (i) all write-ups (other than write-ups resulting from foreign currency translations and write-ups of assets of a going concern business made within twelve months after the acquisition of such business) subsequent to March 31, 1986 in the book value of any asset owned by the Borrower or a Consolidated Subsidiary, (ii) all investments in unconsolidated Subsidiaries and all equity investments in Persons which are not Subsidiaries and (iii) all unamortized debt discount and expense, unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, organization or developmental expenses and other intangible items.

    "Controlled Group" means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Section 414(b) or 414(c) of the Code.

    "Debt" of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee under capital leases, (v) all obligations of such Person under take or pay or similar contracts, (vi) all obligations of such Person to reimburse or indemnify the issuer of a letter of credit or Guarantee for drawings or payments thereunder, (vii) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, and (viii) all Debt of others Guaranteed by such Person.

    "Default" means any event or condition which constitutes an Event of Default or which with the giving of notice or lapse of time, or both, would become an Event of Default.

    "Dollars" and the sign "$" mean lawful money of the United States of America.

    "Domestic Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.

    "Domestic Lending Office" means, as to each Bank, its office located at its address set forth on the signature pages hereof (or identified on the signature pages hereof as its Domestic Lending Office) or such other office as such Bank may hereafter designate as its Domestic Lending Office by notice to the Borrower and the Agent; provided that any Bank may from time to time by notice to the Borrower and the Agent designate separate Domestic Lending Offices for its Base Rate Loans, on the one hand, and its CD Loans, on the other hand, in which case all references herein to the Domestic Lending Office of such Bank shall be deemed to refer to either or both of such offices, as the context may require.

    "Domestic Loans" means CD Loans or Base Rate Loans or both.

    "Environmental Laws" means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to the environment, to the effect of the environment on human health or to emissions, discharges or releases of pollutants, contaminants, Hazardous Substances or wastes into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other remediation thereof.

    "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

    "Euro-Dollar Business Day" means any Domestic Business Day on which commercial banks in London are open for domestic and international business (including dealings in Dollar deposits).

    "Euro-Dollar Lending Office" means, as to each Bank, its office or branch located at its address set forth on the signature pages hereof (or identified on the signature pages hereof as its Euro-Dollar Lending Office) or such other branch (or affiliate) of such Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower and the Agent.

    "Euro-Dollar Loan" means a Loan which the Borrower specifies pursuant to Section 2.3 hereof shall be a Euro-Dollar Loan.

    "Euro-Dollar Margin" has the meaning set forth in Section 2.6(C) hereof.

    "Euro-Dollar Reserve Percentage" has the meaning set forth in Section 2.6(C) hereof.

    "Event of Default" has the meaning set forth in Section 7 hereof.

    "Federal Funds Rate" means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Domestic Business Day next succeeding such day, provided that (i) if such day is not a Domestic Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Domestic Business Day as so published on the next succeeding Domestic Business Day, and (ii) if no such rate is so published on such next succeeding Domestic Business Day, the Federal Funds Rate for such day shall be the average rate quoted to Morgan Guaranty Trust Company of New York on such day on such transactions as determined by the Agent.

    "Fixed CD Rate" has the meaning set forth in Section 2.6(B) hereof.

    "Fixed Rate Loans" means CD Loans or Euro-Dollar Loans or both.

    "Guarantee" by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person or in any manner providing for the payment of any Debt of any other Person or otherwise protecting the holder of such Debt against loss (whether by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning.

    "Hazardous Substances" means any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics.

    "Interest Period" means:

    (1) with respect to each CD Loan the period commencing on the date of such Loan and ending 30, 60, 90 or 180 days thereafter, as the Borrower may elect; provided that any Interest Period which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar Business Day;

    (2) with respect to each Euro-Dollar Loan the period commencing on the date of such Loan and ending one, two, three or six months thereafter, as the Borrower may elect; provided that (a) any Interest Period which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Euro-Dollar Business Day; and (b) any Interest Period which begins on the last Euro-Dollar Business Day of the calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Euro-Dollar Business Day of a calendar month; and

    (3) with respect to each Base Rate Loan, the period commencing on the date of such Loan and ending 30 days thereafter; provided that any Interest Period which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar Business Day.

Any Interest Period which begins before the Termination Date and would otherwise end after the Termination Date shall end on the Termination Date.

    "Lien" means, with respect to any asset, (i) any lien, charge, mortgage, security interest, pledge or other encumbrance of any kind in respect of such asset or (ii) the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

    "Loan" and "Loans" means a Domestic Loan or a Euro-Dollar Loan, or both, as the context may require.

    "London Interbank Offered Rate" has the meaning set forth in Section 2.6(C) hereof.

    "Material Subsidiary" means at any time a Subsidiary which as of such time meets the definition of a "significant subsidiary" contained as of the date hereof in Regulation S-X of the Securities and Exchange Commission.

    "Note" means a promissory note of the Borrower, substantially in the form of Exhibit A hereto, evidencing the obligation of the Borrower to repay Loans.

    "PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

    "Person" means an individual, a corporation, a partnership, an association, a business trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

    "Plan" means at any time an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and is either (i) maintained by a member of the Controlled Group for employees of a member of the Controlled Group or (ii) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions.

    "Pricing Schedule" means the Pricing Schedule substantially in the form of Schedule A hereto.

    "Prime Rate" means the rate of interest publicly announced by Morgan Guaranty Trust Company of New York in New York City from time to time as its Prime Rate.

    "Reference Bank" means Morgan Guaranty Trust Company of New York.

    "Refunding Loan" means a Loan which, after application of the proceeds thereof, results in no net increase in the outstanding principal amount of Loans made by any Bank.

    "Regulation U" means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

    "Required Banks" means at any time Banks holding at least 66²/3% of the aggregate unpaid principal amount of the Notes or, if no Loans are at the time outstanding hereunder, Banks having at least 66²/3% of the aggregate amount of the Commitments.

    "Subsidiary" means any corporation or other entity of which capital stock or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is at the time directly or indirectly owned by the Borrower.

    "Termination Date" means August 1, 2004, or such date to which the Commitments are extended pursuant to Section 2.14.

    "Unfunded Vested Liabilities" means, with respect to any Plan, the amount, if any, by which the present value of all vested benefits under such Plan exceeds the fair market value of all Plan assets allowable to such benefits, as determined on the most recent valuation date of such Plan, but only to the extent that excess represents a potential liability of the Borrower or any member of the Controlled Group to the PBGC or to such Plan under Title IV of ERISA.

    "Voting Securities" means any securities having ordinary power to vote for the election of directors.

    "Wholly-Owned Consolidated Subsidiary" means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Borrower.

    1.2  Accounting Terms and Determinations.  Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Bank.

SECTION 2. THE LOANS.

    2.1  The Loans.  From the date hereof, to and excluding the Termination Date, each Bank severally agrees, on the terms and conditions contained in this Agreement, to lend to the Borrower from time to time amounts not exceeding in the aggregate at any one time outstanding the amount of its Commitment. Each borrowing of Loans under this Section 2.1 shall be in the principal amount of $1,000,000 or an integral multiple thereof (except that any such borrowing may be in the aggregate amount of the unused Commitments) and shall be made by the several Banks ratably in proportion to their respective Commitments. During such period and within the foregoing limits, the Borrower may borrow under this Section 2.1, repay or prepay Loans and reborrow under this Section 2.1.

    2.2  [Intentionally Omitted.]

    2.3  Method of Borrowing.

    (A) With respect to each borrowing of Loans made pursuant to Section 2.1 hereof, the Borrower shall give the Agent notice (a "Notice of Borrowing") not later than 10:30 a.m. (New York City time) on the same date of each borrowing of Base Rate Loans, at least one Domestic Business Day before each borrowing of CD Loans, or at least three Euro-Dollar Business Days before each borrowing of Euro-Dollar Loans, specifying:

    (i)  the date of such Loans, which shall be a Domestic Business Day in the case of Domestic Loans and a Euro-Dollar Business Day in the case of Euro-Dollar Loans;

    (ii) the principal amount of such borrowings of Loans;

    (iii) whether such Loans are to be Base Rate Loans, CD Loans or Euro-Dollar Loans; and

    (iv) in the case of Fixed Rate Loans, the duration of the Interest Period applicable thereto, subject to the definition of Interest Period.

    (B) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of the Loan specified therein and such Notice of Borrowing shall not thereafter be revocable by the Borrower.

    (C) Not later than noon (New York City time) on the date of each borrowing of Loans, each Bank shall (except as provided in Section 2.3(D)) make available its ratable share of such borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address set forth on the signature pages hereof or at such other address as it may hereafter designate by notice to the Borrower and the Banks and, unless the Agent determines that any applicable condition specified in Section 4 has not been satisfied, the Agent will promptly make the funds so received from the Banks available to the Borrower at the Agent's aforesaid address.

    (D) If any Bank makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Bank to the Agent as provided in Section 2.3(C), or remitted by the Borrower to the Agent as provided in Section 2.11, as the case may be.

    2.4  The Notes.  (A) The Loans of each Bank shall be evidenced by a single Note payable to the order of such Bank for the account of its applicable lending office. Such Note shall be in substantially the form of Exhibit A hereto, shall be dated on or before the date of the first such Loan, shall set forth the amount of such Bank's Commitment as the maximum principal amount thereof and shall have the blanks therein appropriately completed.

    (B) Each Bank may, by notice to the Borrower and the Agent, request that its Loans of a particular type be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Each reference in this Agreement to the "Note" of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require.

    (C) Upon receipt of each Bank's Note pursuant to Section 3.2(a), the Agent shall mail such Note to such Bank. Each Bank shall record and, prior to any transfer of its Note, shall endorse on the schedules forming a part thereof appropriate notations evidencing the date, the amount and the maturity of each Loan to be evidenced by such Note and the date and amount of each payment of principal made by the Borrower with respect thereto; provided that failure to make any such endorsement or notation shall not affect the obligations of the Borrower hereunder or under any Note. Each Bank is hereby irrevocably authorized by the Borrower so to endorse the Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required.

    2.5  Maturity of Loans.  Each Loan shall mature, and the principal amount thereof shall be due and payable, on the last day of the Interest Period applicable to such Loan.

    2.6  Interest Rates.

    (A) Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due, at a rate per annum equal to the Base Rate. Such interest shall be payable for each Interest Period on the last day thereof. Overdue principal of and, to the extent permitted by law, overdue interest on the Base Rate Loans shall bear interest for each day until paid at a rate per annum equal to the sum of 1% plus the otherwise applicable rate for such day.

    (B) Each CD Loan shall bear interest on the outstanding principal amount thereof, for each Interest Period applicable thereto, at a rate per annum equal to the applicable Fixed CD Rate. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than 90 days, at intervals of 90 days after the first day thereof. Any overdue principal of and, to the extent permitted by law, overdue interest on the CD Loans shall bear interest for each day until paid at a rate per annum equal to the sum of 1% plus the rate applicable to Base Rate Loans for such day.

    The "Fixed CD Rate" applicable to any CD Loan for any Interest Period means a rate per annum equal to the sum of the CD Margin plus the applicable Adjusted CD Rate.

    The "CD Margin" means a rate per annum determined in accordance with the Pricing Schedule.

    The "Adjusted CD Rate" applicable to any Interest Period means a rate per annum determined pursuant to the following formula:

ACDR = [CDBR]*
[—————]
[1 - CDRP] + AR

*

The amount in brackets being rounded upwards, if necessary, to the next higher 1/100 of 1%.

ACDR	=	Adjusted CD Rate for such Interest Period
CDBR	=	CD Base Rate for such Interest Period
AR	=	Assessment Rate
CDRP	=	CD Reserve Percentage

    The "CD Base Rate" means for any Interest Period the prevailing per annum rate of interest (rounded upward, if necessary, to the next higher (1/100 of 1%) determined by the Agent to be the average of bid rates quoted to the Reference Bank at 10:00 a.m. (New York City time) (or as soon thereafter as is practicable) on the first day of such Interest Period by two or more New York certificate of deposit dealers of recognized standing selected by the Reference Bank for the purchase at face value from the Reference Bank of its certificates of deposit in an amount comparable to the principal amount of the CD Loan made by the Reference Bank to which such Interest Period applies and with a maturity comparable to such Interest Period.

    The "CD Reserve Percentage" means for any day, that percentage, expressed as a decimal, which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion Dollars in respect of new non-personal time deposits in Dollars in New York City having a maturity comparable to the related Interest Period and in an amount of $100,000 or more. The Fixed CD Rate shall be adjusted automatically on and as of the effective date of any change in the CD Reserve Percentage.

    The "Assessment Rate" for any Interest Period means a rate per annum (rounded upwards, if necessary, to the next higher 1/100 of 1%) determined by the Agent to be the rate per annum equal to (i) the gross annual assessment rate payable to the Federal Deposit Insurance Corporation (or any successor) by the Reference Bank for insuring the Reference Bank's domestic Dollar deposits less (ii) the most recently determined credit against such assessments, expressed as an annual rate, available under applicable law to the Reference Bank, in each case as determined by the Reference Bank as of the first day of such Interest Period.

    (C) Each Euro-Dollar Loan shall bear interest on the unpaid principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin plus the applicable Adjusted Euro-Dollar Rate. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof.

    The "Adjusted Euro-Dollar Rate" applicable to any Interest Period means a rate per annum equal to the quotient obtained (rounded upwards, if necessary, to the next higher 1/100 of 1%) by dividing (i) the applicable London Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar Reserve Percentage.

    The "London Interbank Offered Rate" applicable to any Interest Period means the rate determined by the Agent to be the average of the rates per annum at which deposits in Dollars are offered to the Reference Bank in the London interbank market at approximately 11:00 a.m. (London Time) two Euro-Dollar Business Days prior to the first day of such Interest Period in an amount approximately equal to the aggregate unpaid principal amount of the Euro-Dollar Loan made by the Reference Bank to which such Interest Period is to apply and for a period of time comparable to such Interest Period.

    The "Euro-Dollar Reserve Percentage" means for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion dollars in respect of "Eurocurrency liabilities" (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Euro-Dollar Loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Bank to United States residents). The Adjusted Euro-Dollar Rate shall be adjusted automatically on and as of the effective date of any change in the Euro-Dollar Reserve Percentage.

    The "Euro-Dollar Margin" means a rate per annum determined in accordance with the Pricing Schedule.

    Any overdue principal of and, to the extent permitted by law, overdue interest on, any Euro-Dollar Loan shall bear interest payable on demand, for each day from the date payment thereof was due to the date of actual payment, at a rate per annum equal to 1% plus the Euro-Dollar Margin plus the quotient obtained (rounded upwards, if necessary, to the next higher 1/100 of 1%) by dividing (i) the interest rate per annum at which one day (or, if such amount due remains unpaid more than three Euro-Dollar Business Days, then for such other period of time as the Agent may elect which shall in no event be longer than six months) deposits in Dollars in an amount approximately equal to the amount of such overdue payment due to the Reference Bank are offered to the Reference Bank in the London interbank market for the applicable period determined as provided above by (ii) 1.00 minus the Euro-Dollar Reserve Percentage.

    (D) The Agent shall determine each interest rate applicable to the Loans hereunder. The Agent shall give prompt notice to the Borrower and the Banks of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error.

    2.7  Facility Fee.  The Borrower shall pay to the Agent for the account of each Bank (a) a facility fee computed at the Facility Fee Rate (determined daily in accordance with the Pricing Schedule) on the total amount of such Bank's Commitment, regardless of usage; and (b) for each day on which the outstanding principal amount of such Bank's loans exceeds 50% of such Bank's Commitment, a utilization fee computed at the Utilization Fee Rate (determined daily in accordance with the Pricing Schedule) on the outstanding principal amount of such Bank's Loans on such day. Such fees shall accrue from the date hereof to and including the Termination Date and shall be payable quarterly on the last day of each March, June, September and December.

    2.8  Optional Termination or Reduction of Commitments.  The Borrower shall have the right, upon at least five Domestic Business Days' prior written notice to the Agent, to terminate or reduce the unused portion of the Commitments. Any such reduction of the Commitments shall be in the minimum amount of $1,000,000. The accrued facility fees with respect to the terminated Commitments shall be payable to the Agent for the account of the Banks on the effective date of such termination.

    2.9  Mandatory Termination or Reduction of Commitments.  The Commitments shall terminate on the Termination Date, and any Loans then outstanding (together with accrued interest thereon) shall be due and payable on such date.

    2.10  Optional Prepayments.

    (A) The Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay Base Rate Loans without premium or penalty in whole at any time or from time to time in part in amounts aggregating $1,000,000 or any multiple thereof by paying the principal amount being prepaid together with accrued interest thereon to the date of prepayment.

    (B) Except as provided in Section 4.2 hereof, the Borrower may not prepay all or any portion of the principal amount of any Fixed Rate Loan prior to the maturity thereof.

    (C) Upon receipt of a notice of repayment pursuant to this Section 2.10, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such repayment and such notice shall not thereafter be revocable by the Borrower.

    2.11  General Provisions as to Payments.  The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder not later than 11:00 a.m. (New York City time) on the date when due in funds immediately available in New York City to the Agent at its address set forth on the signature pages hereof or at such other address as it may hereafter designate by notice to the Borrower and the Banks for the account of (i) the Domestic Lending Office of each Bank in the case of Domestic Loans or (ii) the Euro-Dollar Lending Office of each Bank in the case of Euro-Dollar Loans. The Agent will promptly distribute to each Bank its ratable share of each such payment received for the account of such Bank. Whenever any payment of principal of, or interest on, the Domestic Loans or of any fee shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless as a result thereof it would fall in the next calendar month, in which case it shall be advanced to the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest shall be payable for such extended time.

    2.12  Computation of Interest and Fees.  Interest on Loans made at the Prime Rate shall be computed on the basis of a year of 365 or 366 days, as the case may be, and paid for actual days elapsed. All other interest and fees shall be computed on the basis of a year of 360 days and paid for actual days elapsed.

    2.13  Funding Losses.  If the Borrower makes any payment of principal with respect to any Fixed Rate Loan (pursuant to Section 4 or Section 7 or otherwise) on any day other than the last day of an Interest Period applicable to such Loan, or the end of an applicable period fixed pursuant to the last paragraph of Section 2.6(C) hereof, or if the Borrower fails to borrow any Fixed Rate Loan after notice has been given to the Agent in accordance with Section 2.3 hereof, the Borrower shall reimburse each Bank on demand for any resulting loss or expense incurred by it including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties; provided that such Bank shall have delivered to the Borrower a certificate as to the amount of such loss, which certificate shall be conclusive in the absence of manifest error.

    2.14  Extension of Commitment.  On or before August 1, 1998, and on or before August 1 in each year thereafter, the Borrower may, by written request to the Agent, to be delivered to each Bank, request that the Commitments be extended for one year, provided, however, that no request by the Borrower to extend the Commitments will be considered if the Commitments were not extended for the previous year. If all Banks have agreed to extend within 45 days of receipt by the Agent of such request for extension, the Commitments will be extended for an additional period of one year from the then current Termination Date, and the term "Termination Date" shall thereafter refer to the date that the Commitments, as so extended, shall terminate. If the Commitments are not extended as provided in this Section 2.14, this Agreement will automatically terminate on the then current Termination Date without further action by the Borrower, the Agent or the Banks.

SECTION 3. CONDITIONS OF LENDING.

    The obligation of the Banks to make each Loan hereunder is subject to the performance by the Borrower of all its obligations under this Agreement and to the satisfaction of the following further conditions:

    3.1  All Loans.  In the case of each Loan hereunder (except for Loans made pursuant to Section 4 hereof), including the initial Loans:

    (a) receipt by the Agent of the Notice of Borrowing as required by Section 2.3 hereof;

    (b) the fact that immediately before and after the making of the Loan no Default or Event of Default shall have occurred and be continuing;

    (c) the fact that the representations and warranties contained in this Agreement (except in the case of a Refunding Loan, the representation and warranty set forth in Section 5.4 hereof as to any material adverse change which has theretofore been disclosed in writing by the Borrower to the Banks) are true on and as of the date of the Loan with the same force and effect as if made on and as of such date; and

    (d) receipt by the Agent or the Banks of such other documents, evidence, materials and information with respect to the matters contemplated hereby as the Agent or the Banks may reasonably request.

Each Notice of Borrowing and borrowing by the Borrower hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such borrowing as to the facts specified in (b) and (c) above.

    3.2  Initial Loans.  In the case of the initial Loans:

    (a) receipt by the Agent for the account of each Bank of a duly executed Note for such Bank;

    (b) receipt by the Agent of an opinion of Scott W. Johnson, Senior Vice President, General Counsel and Secretary of the Borrower dated the date of such Loans and substantially in the form of Exhibit B hereto;

    (c) receipt by the Agent of an opinion of Mayer, Brown & Platt, special counsel to the Agent, substantially in the form of Exhibit C hereto;

    (d) receipt by the Agent of certified copies of all corporate action taken by the Borrower to authorize the execution, delivery and performance of this Agreement and the Notes, and such other corporate documents and other papers as the Agent may reasonably request;

    (e) receipt by the Agent of a certificate of a duly authorized officer of the Borrower as to the incumbency, and setting forth a specimen signature, of each of the persons (i) who has signed this Agreement on behalf of the Borrower; (ii) who will sign the Notes on behalf of the Borrower; and (iii) who will, until replaced by other persons duly authorized for that purpose, act as the representatives of the Borrower for the purpose of signing documents in connection with this Agreement and the transactions contemplated hereby; and

    (f)  receipt by the Agent of a certificate of a duly authorized officer of the Borrower to the effect set forth in Section 3.1(b) and 3.1(c) hereof.

SECTION 4. CHANGE IN CIRCUMSTANCES AFFECTING FIXED RATE LOANS.

    4.1  Basis for Determining Interest Rate Inadequate.  If with respect to any Interest Period (i) the Agent determines that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (ii) Banks holding Notes evidencing at least 50% in aggregate principal amount of the Fixed Rate Loans (or the Commitments, if no Fixed Rate Loans are then outstanding) advise the Agent that the London Interbank Offered Rate or the CD Base Rate, as the case may be, as determined by the Agent will not adequately and fairly reflect the cost to such Banks of maintaining or funding their Euro-Dollar Loans or CD Loans, as the case may be, for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower, whereupon the obligations of the Banks to make CD Loans or Euro-Dollar Loans, as the case may be, shall be suspended until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist. Unless the Borrower notifies the Agent at least two Domestic Business Days before the date of any Fixed Rate Loan for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Loans shall instead by made as Base Rate Loans.

    4.2  Illegality.  If, after the date of this Agreement, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Euro-Dollar Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for any Bank (or its Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar Loans and such Bank shall so notify the Agent, the Agent shall forthwith so notify the other Banks and the Borrower, whereupon such Bank's obligation to make Euro-Dollar Loans shall be suspended until such Bank notifies the Agent and the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist. Before giving any notice to the Agent pursuant to this Section 4.2, such Bank will designate a different Euro-Dollar Lending office if such designation will avoid the need for giving such notice and will not, in the sole judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall determine that it may not lawfully continue to maintain and fund any of its outstanding Euro-Dollar Loans to maturity and shall so specify in such notice, the Borrower shall immediately prepay in full the then outstanding principal amount of each such Euro-Dollar Loan, together with accrued interest thereon. Unless the Borrower notifies such Bank and the Agent to the contrary within two Euro-Dollar Business Days after receiving a notice from the Agent pursuant to this Section, the Borrower shall, concurrently with prepaying each such Euro-Dollar Loan, borrow a Base Rate Loan in an equal principal amount for an Interest Period coincident with the remaining term of the Interest Period applicable to such Euro-Dollar Loan.

    4.3  Increased Costs.  (A) If after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by any Bank (or its Euro-Dollar Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

    (1) shall subject such Bank (or its Euro-Dollar Lending Office) to any tax, duty or other charge with respect to its obligation to make Fixed Rate Loans, its Fixed Rate Loans, or its Notes, or shall change the basis of taxation of payments to such Bank (or its Euro-Dollar Lending Office) of the principal of or interest on its Fixed Rate Loans or in respect of any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Euro-Dollar Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Euro-Dollar Lending Office is located); or

    (2) shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding any included in an applicable Reserve Percentage), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, such Bank's Euro-Dollar Lending Office or shall impose on such Bank (or its Euro-Dollar Lending office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its obligation to make Fixed Rate Loans, its Fixed Rate Loans or its Notes;

and the result of any of the foregoing is to increase the cost to such Bank (or its Euro-Dollar Lending office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Euro-Dollar Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), the Borrower agrees to pay for the account of such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 4.3 and will designate a different Domestic Lending Office or Euro-Dollar Lending Office, as the case may be, if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Bank, be otherwise disadvantageous to such Bank.

    (B) If, after the date hereof, any Bank shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Domestic Lending Office or Euro-Dollar Lending office, as the case may be) with any request or directive regarding capital adequacy (whether or not having the force of any law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction.

    (C) A certificate of any Bank claiming compensation under this Section 4.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

SECTION 5. REPRESENTATIONS AND WARRANTIES.

    The Borrower hereby represents and warrants to the Banks that:

    5.1  Corporate Existence and Power.  The Borrower and each Subsidiary is a corporation duly organized and validly existing, and the Borrower and each Material Subsidiary is in good standing, under the laws of the State of its incorporation, has all power and authority to carry on its business as now being conducted and to own its properties and is duly licensed or qualified and in good standing as a foreign corporation in each other jurisdiction in which its properties are located or in which failure to qualify would materially and adversely affect the conduct of its business or the enforceability of contractual rights of the Borrower.

    5.2  Corporate Authorization.  The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate power, have been duly authorized by all necessary corporate action and will not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower, or of any judgment, order, decree, agreement or instrument binding on the Borrower or result in the creation of any Lien upon any of its property or assets.

    5.3  Binding Effect.  This Agreement constitutes, and the Notes when duly executed on behalf of the Borrower and delivered in accordance with this Agreement will constitute, the valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.

    5.4  Financial Statements.

    (A) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 1995 and the related consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, certified by Price, Waterhouse & Company, certified public accountants, and set forth in the Borrower's 1995 Form 10-K, a copy of which has been delivered to each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower and its Consolidated Subsidiaries at such date and the consolidated results of operations for such fiscal year.

    (B) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at September 30, 1996 and the related consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the three months then ended, set forth in the Borrower's quarterly report for the fiscal quarter ended September 30, 1996 as filed with the Securities and Exchange Commission on Form 10-Q, a copy of which has been delivered to each of the Banks, fairly present in accordance with generally accepted accounting principles, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at such date and the consolidated results of operations for such period.

    (C) No material adverse change has occurred in the financial position, results of operations or business of the Borrower and its Consolidated Subsidiaries since December 31, 1995.

    5.5  Litigation.  There are no actions, suits or proceedings pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary in any court or before or by any governmental department, agency or instrumentality, an adverse decision in which could materially and adversely affect the financial condition or business of the Borrower or the ability of the Borrower to perform its obligations under this Agreement or the Notes.

    5.6  Taxes.  The Borrower has filed (or has obtained extensions of the time by which it is required to file) all United States federal income tax returns and all other material tax returns required to be filed by it and has paid all taxes shown due on the returns so filed as well as all other taxes, assessments and governmental charges which have become due, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided.

    5.7  Governmental and other Approvals.  No approval, consent or authorization of or filing or registration with any governmental authority or body is necessary for the execution, delivery or performance by the Borrower of this Agreement or the Notes or for the performance by the Borrower of any of the terms or conditions hereof or thereof, except for such approvals, consents or authorizations (copies of which have been delivered to the Banks) as have been obtained and are in full force and effect.

    5.8  Compliance with ERISA.  Each member of the Controlled Group has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Code, and has not incurred liabilities which are due and payable aggregating in excess of $5,000,000 to the PBGC or a Plan under Title IV of ERISA.

    5.9  Environmental Matters.  In the ordinary course of its business, the Borrower conducts an ongoing review of the effect of Environmental Laws on the business, operations and properties of the Borrower and its Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently or previously owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat, any costs or liabilities in connection with off-site disposal of wastes or Hazardous Substances, and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of such review, the Borrower has reasonably concluded that such associated liabilities and costs, including the costs of compliance with Environmental Laws, are unlikely to have a material adverse effect on the financial condition, business or results of operations of the Borrower and its Consolidated Subsidiaries, taken as a whole.

SECTION 6. COVENANTS.

    So long as the Commitments shall be in effect or any Notes are outstanding, the Borrower agrees that:

    6.1  Financial Statements.  The Borrower will deliver to each of the Banks:

    (a) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such year, and consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for such year, setting forth in each case in comparative form corresponding consolidated figures from the preceding fiscal year, all reported on in a manner acceptable to the Securities and Exchange Commission by Price, Waterhouse & Company or other independent certified public accountants of nationally recognized standing;

    (b) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such quarter and the related consolidated statements of income and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, generally accepted accounting principles and consistency by the chief financial officer or the chief accounting officer of the Borrower;

    (c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, a certificate of the chief financial officer or the chief accounting officer of the Borrower (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 6.9 and 6.10 on the date of such financial statements and (ii) stating whether there exists on the date of such certificate any Default or Event of Default and, if any Default or Event of Default exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;

    (d) simultaneously with the delivery of each set of financial statements referred to in clause (a) above, a statement of the firm of independent public accountants which reported on such statements (i) to the effect that nothing has come to their attention to cause them to believe that there existed on the date of such statements any Default or Event of Default and (ii) confirming the calculations set forth in the officer's certificate delivered simultaneously therewith pursuant to clause (c) above;

    (e) forthwith upon the occurrence of any Default or Event of Default, a certificate of the chief financial officer or the chief accounting officer of the Borrower setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;

    (f)  promptly upon the mailing thereof to the shareholders of the Borrower generally, copies of all financial statements, reports and proxy statements so mailed;

    (g) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and annual, quarterly or monthly reports which the Borrower shall have filed with the Securities and Exchange Commission;

    (h) if and when any member of the Controlled Group (i) receives notice of complete or partial withdrawal liability or liabilities aggregating in excess of $5,000,000 under Title IV of ERISA, a copy of such notice; or (ii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan or Plans having aggregate Unfunded Vested Liabilities in excess of $5,000,000, a copy of such notice;

    (i)  if at any time the value of all "margin stock" (as defined in Regulation U) owned by the Borrower and its Consolidated Subsidiaries exceeds (or would, following application of the proceeds of an intended Loan hereunder, exceed) 25% of the value of the total assets of the Borrower and its Consolidated Subsidiaries, in each case as reasonably determined by the Borrower, prompt notice of such fact and, promptly upon the request of any Bank, a duly completed statement of purpose on Form U-1 for each Bank together with such other information or documents as each Bank may be required to obtain under said Regulation U in connection with this Agreement; and

    (j)  from time to time such additional information regarding the financial position or business of the Borrower as the Agent at the request of any Bank may reasonably request.

    6.2  Maintenance of Existence.  Except as permitted by Section 6.12 hereof, the Borrower will, and will cause each Subsidiary to, preserve and maintain its corporate existence and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business, and will conduct its business in a regular manner.

    6.3  Maintenance of Properties.  The Borrower will, and will cause each Subsidiary to, keep all of its properties necessary, in the judgment of the Board of Directors of the Borrower, in its business in good working order and condition, ordinary wear and tear excepted, and will permit representatives of the Banks to inspect such properties, and to examine and make extracts from the books and records of the Borrower or any Subsidiary, during normal business hours.

    6.4  Compliance with Laws.  The Borrower will, and will cause each Subsidiary to, comply with the requirements of all applicable laws, rules, regulations and orders of any governmental body or regulatory agency having jurisdiction, a breach of which could have a material adverse effect on the consolidated financial condition or the business taken as a whole of the Borrower and its Subsidiaries, except where contested in good faith and by proper proceedings.

    6.5  Notice of Proceedings.  The Borrower will promptly give notice in writing to each Bank of all litigation, arbitral proceedings and regulatory proceedings affecting the Borrower or any Subsidiary or the property of the Borrower or any Subsidiary, except litigation or proceedings which, if adversely determined, could not materially and adversely affect the consolidated financial condition or the business taken as a whole of the Borrower and its Subsidiaries.

    6.6  Use of Proceeds.  No part of the proceeds of any Loan hereunder will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. If requested by any Bank, the Borrower will furnish to any Bank in connection with any Loan hereunder a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U.

    6.7  Payment of Taxes.  The Borrower will, and will cause each Subsidiary to, pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which penalties attach thereto, except that the Borrower or any Subsidiary will not be required hereby to pay any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which it is maintaining adequate reserves.

    6.8  Insurance.  The Borrower will, and will cause each Subsidiary to, maintain insurance with responsible companies in such amounts and against such risks as is usually carried by owners of similar businesses and properties in the same general areas in which the Borrower and its Subsidiaries operate.

    6.9  Ratio of Total Debt to Consolidated Tangible Net Worth.  The Borrower will not permit consolidated Debt at any time to exceed 150% of Consolidated Tangible Net Worth.

    6.10  Minimum Consolidated Tangible Net Worth.  The Borrower will not permit Consolidated Tangible Net Worth at any time to be less than the greater of (i) $250,000,000 or (ii) 80% of Consolidated Tangible Net Worth as at the end of the most recently completed fiscal year of the Borrower.

    6.11  Negative Pledge.  Neither the Borrower nor any Subsidiary will create, assume or suffer to exist any Lien securing Debt on any asset now owned or hereafter acquired by it, except for:

    (a) Liens existing on the date hereof securing Debt outstanding on the date hereof;

    (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event;

    (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof;

    (d) any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary and not created in contemplation of such event;

    (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition;

    (f)  any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets;

    (g) any Lien arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings; and

    (h) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in aggregate principal amount not to exceed 4% of the consolidated assets of the Borrower and the Consolidated Subsidiaries at any time outstanding.

    6.12  Consolidations, Mergers and Sales of Assets.  The Borrower will not (i) consolidate or merge with or into any other Person unless the Borrower shall be the surviving corporation or (ii) sell, lease or otherwise transfer (whether in one transaction or in a series of transactions) all or any substantial part of its assets to any other Person. The Borrower will not permit any Subsidiary to consolidate with, merge with or into or sell, lease or otherwise transfer (whether in one transaction or in a series of transactions) all or any substantial part of its assets to any Person other than the Borrower or a Wholly-Owned Consolidated Subsidiary.

    For purposes of this Section 6.12, "substantial part" means 15% or more of the consolidated assets of the Borrower and the Consolidated Subsidiaries.

SECTION 7. EVENTS OF DEFAULT.

    If any one or more of the following events ("Events of Default") shall have occurred and be continuing:

    (a) the Borrower shall fail to pay any principal of any Note when due; or

    (b) the Borrower shall fail to pay any interest on any Note, any fee or any other amount due hereunder or under the Notes when due and such failure shall continue for five consecutive days; or

    (c) the Borrower shall fail to perform or observe any of the covenants contained in Section 6.1(e) or Sections 6.9 to 6.12 (inclusive) hereof; or

    (d) any representation and warranty made by the Borrower herein or in any instrument or document delivered pursuant hereto shall prove to be incorrect or misleading in any material respect upon the date when made; or

    (e) the Borrower shall fail to perform any term, covenant or agreement contained herein (other than those specified in clauses (a), (b) or (c) above) for 30 days after written notice thereof has been given to the Borrower by the Agent at the request of any Bank; or

    (f)  the Borrower or any Subsidiary shall (i) fail to pay any Debt (other than the Notes) when due or interest thereon and such failure shall continue for more than any applicable period of grace with respect thereto, or (ii) fail to observe or perform any term, covenant or agreement contained in any agreement or instrument (other than this Agreement or the Notes) by which it is bound evidencing or securing or relating to any Debt, if the effect thereof is to permit (or, with the giving of notice or lapse of time or both, would permit) the holder or holders thereof or of any obligations issued thereunder or a trustee or trustees acting on behalf of such holder or holders to cause acceleration of the maturity thereof or of any such obligation; provided, that the aggregate amount of Debt with respect to which any such event or condition shall have occurred shall equal or exceed $1,000,000; or

    (g) the Borrower or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; or

    (h) an involuntary case or other proceeding shall be commenced against the Borrower or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Borrower or any Material Subsidiary under the federal bankruptcy laws as now or hereafter in effect; or

    (i)  the Borrower or any other member of the Controlled Group shall fail to pay when due any amount or amounts aggregating in excess of $5,000,000 which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate a Plan or Plans having aggregate Unfunded Vested Liabilities in excess of $5,000,000 shall be filed under Title IV of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any Plan or Plans having aggregate Unfunded Vested Liabilities in excess of $5,000,000 or a proceeding shall be instituted by a fiduciary of any Plan against any member of the Controlled Group to enforce Section 515 of ERISA with respect to any amount or amounts aggregating in excess of $5,000,000 and such proceeding shall not have been dismissed within 30 days thereafter; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Plan or Plans having aggregated Unfunded Vested Liabilities in excess of $5,000,000 must be terminated; or

    (j)  judgments or orders for the payment of money in excess of $1,000,000 in the aggregate shall be rendered against the Borrower or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days; or

    (k) any Change of Control shall occur;

then, and in every such event, (1) in the case of any of the Events of Default specified in paragraphs (g) or (h) above, the Commitments shall thereupon automatically be terminated and the principal of and accrued interest on the Notes shall automatically become due and payable without presentment, demand, protest or other notice or formality of any kind, all of which are hereby expressly waived and (2) in the case of any other Event of Default specified above, the Agent shall, if requested by the Required Banks, by notice in writing to the Borrower, terminate the Commitments hereunder, if still in existence, and they shall thereupon be terminated, and the Agent shall, if requested by the Required Banks, by notice in writing to the Borrower, declare the Notes and all other sums payable under this Agreement to be, and the same shall thereupon forthwith become, due and payable without presentment, demand, protest or other notice or formality of any kind, all of which are hereby expressly waived.

SECTION 8. THE AGENT.

    8.1  Appointment and Authorization.  Each Bank irrevocably appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the Notes as are delegated to the Agent by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto.

    8.2  Agent and Affiliates.  Morgan Guaranty Trust Company of New York shall have the same rights and powers under this Agreement as any other Bank and may exercise or refrain from exercising the same as though it were not the Agent, and Morgan Guaranty Trust Company of New York and its affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Subsidiary or Affiliate of the Borrower as if it were not the Agent hereunder.

    8.3  Action by Agent.  The obligations of the Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action with respect to any Default, except as expressly provided in Section 7 hereof.

    8.4  Consultation with Experts.  The Agent may consult with legal counsel (who may be counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

    8.5  Liability of Agent.  Neither the Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with this Agreement or any Borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of the Borrower; (c) the satisfaction of any condition specified in Section 3, except receipt of items required to be delivered to the Agent; or (d) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or similar writing) believed by it to be genuine or to be signed by the proper party or parties. As to any matters not expressly provided for by this Agreement, the Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Banks, and such instructions of the Required Banks and any action taken or failure to act pursuant thereto shall be binding on all of the Banks.

    8.6  Indemnification.  Each Bank shall, ratably in accordance with its Commitment, indemnify the Agent (to the extent not reimbursed by the Borrower) against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from the Agent's gross negligence or willful misconduct) that the Agent may suffer or incur in connection with this Agreement or any action taken or omitted by the Agent hereunder.

    8.7  Failure to Act.  Except for action expressly required of the Agent hereunder the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.

    8.8  Resignation or Removal of Agent.  Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Banks and the Borrower and the Agent may be removed at any time with or without cause by the Required Banks with the prior written consent of the Borrower. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Bank's removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a bank which has an office in New York, New York. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

    8.9  Credit Decision.  Each Bank acknowledges that it has, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank also acknowledges that it will, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement.

SECTION 9. MISCELLANEOUS.

    9.1  Notices.  Unless otherwise specified herein all notices, requests, demands or other communications to or from the parties hereto shall be deemed to have been duly given and made when sent by United States mail, certified, return receipt requested, or by facsimile, when sent and receipt is electronically confirmed, provided that notices to the Agent pursuant to Sections 2.3 and 2.10 hereof shall not be effective until received by the Agent. Any such notice, request, demand or communication shall be delivered or addressed as follows:

    (a) if to any party hereto, to it at its address or facsimile number set forth on the signature pages hereof; and

    (b) if to any holder of a Note, other than a Bank, to it at the address or facsimile number of the original payee thereof or at the address or facsimile number of any subsequent holder if notice of the transfer of such Note and the name and the address or facsimile number of such subsequent holder shall have been given to the Agent and the Borrower;

or at such other address or facsimile number as any party hereto or any subsequent holder may designate by written notice to the Agent and the Borrower.

    9.2  Amendments and Waivers; Cumulative Remedies.

    (A) None of the terms of this Agreement may be waived, altered or amended except by an instrument in writing duly executed by the Borrower and the Required Banks (and, if the rights or duties of the Agent are affected thereby, by the Agent); provided that no such amendment or waiver shall, unless signed by all the Banks, (i) increase the Commitment of any Bank or subject any Bank to any additional obligation, (ii) reduce the principal of or rate of interest on the Notes or any fees hereunder, (iii) postpone the date fixed for any payment of principal of or interest on the Notes or any fees hereunder or (iv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Banks, which shall be required for the holders of Notes or the Banks or any of them to take any action hereunder.

    (B) No failure or delay on the part of the Agent, any Bank, or the holder of any Note in exercising any right, power or privilege under this Agreement or the Notes shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement or the Notes preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Tho rights and remedies provided in and contemplated by this Agreement and the Notes are cumulative and not exclusive of any rights or remedies provided by law.

    9.3  Successors and Assigns.

    (A) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of all Banks.

    (B) Any Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Commitment or any or all of its Loans. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Borrower and the Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver described in clause (i), (ii), (iii) or (iv) of Section 9.2(A) without the consent of the Participant. The Borrower agrees that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Sections 2.13, 4 and 9.5 hereof with respect to its participating interest. The Borrower agrees that any Participant may exercise any and all rights of banker's lien, set-off and counterclaim with respect to its participating interest as fully as if such Participant were the holder of a Commitment and Loan in the amount of its participating interest.

    (C) Any Bank may at any time assign to one or more banks or other institutions (each an "Assignee") all, or a proportionate part (equivalent to an initial Commitment of not less than $10,000,000) of all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit D hereto executed by such Assignee and such transferor Bank, with (and subject to) the written consent of the Borrower and the Agent, which consents shall not be unreasonably withheld; provided that if an Assignee is an affiliate of such transferor Bank, no such consent shall be required. Upon execution and delivery of such instrument, payment by such Assignee to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Assignee and payment to the Agent of a processing fee of $3,000, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment as set forth in such instrument of assumption, and the transferor Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Bank, the Agent and the Borrower shall make appropriate arrangements so that a new Note is issued to the Assignee and, if the transferor Bank has retained a Commitment hereunder, the Assignor. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of any United States federal income taxes in connection herewith.

    (D) Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder.

    9.4  Expenses; Documentary Taxes.  The Borrower shall pay all out-of-pocket expenses of the Agent (including fees and disbursements of special counsel for the Banks) in connection with the preparation and administration of this Agreement, the Notes and any waiver or amendment of any provision hereof or thereof and, if there is an Event of Default, all out-of-pocket expenses incurred by the Agent or any Bank (including fees and disbursements of counsel and time charges of attorneys who may be employees of the Agent or such Bank) in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom. The Borrower agrees to indemnify the Banks from and hold them harmless against any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the Notes.

    9.5  Sharing of Set-Offs.  Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to Notes held by Banks shall be shared by the Banks pro rata; provided that nothing in this Section 9.5 shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than the indebtedness evidenced by the Notes. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Bank receives a secured claim in lieu of a set-off to which this Section would apply, such Bank shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claim.

    9.6  Collateral.  Each of the Banks represents that it in good faith is not relying on any "margin stock" (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided for in this Agreement.

    9.7  Counterparts.  This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.

    9.8  Headings; Table of Contents.  The section and subsection headings used herein and the Table of Contents have been inserted for convenience of reference only and do not constitute matters to be considered in interpreting this Agreement.

    9.9  Governing Law.  This Agreement and the Notes shall be construed in accordance with and governed by the law of the State of New York.

    IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

BEMIS COMPANY, INC.
By:
	Title:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent
By:
	Title:

Commitments
$60,000,000	THE FIRST NATIONAL BANK OF CHICAGO
	By:
		Title:
	Domestic and Euro-Dollar   Lending Office:
	One First National Plaza 14th Floor Chicago, Illinois 60670 Attention: Garland Smith Facsimile: (312) 732-1117
$60,000,000.00	NORWEST BANK MINNESOTA, N.A.
	By:
		Title:
	Domestic and Euro-Dollar   Lending Office:
	Norwest Center 6th Street and Marquette Avenue Minneapolis, Minnesota 55479-0085 Attention: Molly S. Van Metre Vice President Facsimile: 612-667-2276
$60,000,000.00	U.S. BANK NATIONAL ASSOCIATION (formerly First Bank National Association)
	By:
		Title:
	Domestic and Euro-Dollar   Lending Office:
	U.S. Bank Place 601 Second Avenue South Minneapolis, Minnesota 55402-4302 Attention: Elliot Jaffee Facsimile: 612-973-0825
$45,000,000.00	WACHOVIA BANK, N.A.
	By:
		Title:
	Domestic and Euro-Dollar   Lending Office:
	191 Peachtree Street, NE, MC-6A370 Atlanta, Georgia 30303 Attention: Frances Josephic Facsimile: 404-332-6898
$25,000,000.00	FIRST HAWAIIAN BANK
	By:
		Title:
	Domestic and Euro-Dollar   Lending Office:
	999 Bishop Street, 11th Floor Honolulu, Hawaii 96813 Attention: Charles L. Jenkins Facsimile: 808-525-6372
$84,000,000.00	REVOLVING COMMITMENT VEHICLE CORPORATION
	Morgan Guaranty Trust Company of New York, as Attorney-in-Fact for Revolving Commitment Vehicle Corporation
	By:
		Title:
	Domestic and Euro-Dollar   Lending Office:
	60 Wall Street New York, New York 10260-0060 Attention: Loan Capital Markets Facsimile: 212-648-5336
$334,000,000.00	TOTAL

Schedule A

PRICING SCHEDULE

    The "Euro-Dollar Margin", "CD Margin", "Facility Fee" and "Utilization Fee" for any day are the respective percentages set forth below in the applicable row under the column corresponding to the Status that exists on such day:

Status	Level I	Level II	Level III	Level IV
Euro-Dollar Margin	22.00	33.00	50.00	62.50
CD Margin	34.50	45.50	62.50	75.00
Facility Fee	8.00	12.00	15.00	25.00
Utilization Fee	10.00	10.00	10.00	37.50

    For purposes of this Schedule, the following terms have the following meanings:

    "Level I Status" exists at any date if, at such date, the Borrower's Relevant Debt is rated AA- or higher by S&P.

    "Level II Status" exists at any date if, at such date, (i) the Borrower's Relevant Debt is rated at least A-by S&P and (ii) Level I Status does not exist.

    "Level III Status" exists at any date if, at such date, (i) the Borrower's Relevant Debt is rated at least BBB by S&P and (ii) neither Level I Status nor Level II Status exists.

    "Level IV Status" exists at any date if, at such date, (i) the Borrower's Relevant Debt rating is lower than BBB and (ii) none of Level I Status, Level II Status and Level III Status exists.

    "Relevant Debt" means any unsecured long-term Debt of the Borrower that does not have the benefit of credit enhancement from any third Person and includes $8,000,000 City of Crossett, Arkansas Industrial Development Revenue Bonds, Bemis Company, Inc., Project 1989.

    "S&P" means Standard & Poor's Corporation.

    "Status" refers to the determination of which of Level I Status, Level II Status, Level III Status or Level IV Status exists at any date.

    The credit rating to be utilized for purposes of this Schedule is that assigned to the Relevant Debt of the Borrower without third-party credit enhancement and any rating assigned to any other debt security of the Borrower shall be disregarded. The rating in effect at any date is that in effect at the close of business on such date.

EXHIBIT A

FORM OF NOTE

U.S. $                              , 1999

New York, New York

    FOR VALUE RECEIVED, BEMIS COMPANY, INC., a Missouri corporation (the "Borrower"), hereby unconditionally promises to pay to the order of            (the "Bank") for the account of (i) in the case of Domestic Loans, its Domestic Lending office and (ii) in the case of Euro-Dollar Loans, its Euro-Dollar Lending office, the unpaid principal amount of each Loan made by the Bank to the Borrower pursuant to the Credit Agreement referred to below on the last day of the Interest Period relating to such Loan. The Borrower promises to pay interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates provided for in the Credit Agreement.

    All such payments of principal and interest shall be made in lawful money of the United States of America in Federal or other immediately available funds at the office of the Agent located at 60 Wall Street, New York, New York 10260-0060.

    All Loans made by the Bank, the respective types and maturities thereof and all repayments of the principal thereof shall be recorded by the Bank and, prior to any transfer hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding shall be endorsed by the Bank on the schedule attached hereto and made a part hereof; provided that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit Agreement.

    This note is one of the Notes referred to in the Fourth Amended and Restated Credit Agreement dated as of August 2, 1999, among the Borrower, various financial institutions and Morgan Guaranty Trust Company of New York, as Agent (as the same may be amended from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof.

BEMIS COMPANY, INC.
By:
	Name Title:

EXHIBIT B

FORM OF OPINION OF COUNSEL
TO THE COMPANY

August __, 1999

To the Banks Party to the
Credit Agreement referred
to below and Morgan Guaranty
Trust Company of New York,
as Agent

Gentlemen:

    I am Senior Vice President, General Counsel and Secretary of Bemis Company, Inc. (the "Borrower") and, as such, I have acted as counsel to the Borrower in connection with the Fourth Amended and Restated Credit Agreement dated as of August 2, 1999 (the "Agreement") among the Borrower, the Banks listed on the signature pages thereof (the "Banks") and Morgan Guaranty Trust Company of New York, as Agent. Terms defined in the Agreement are used herein as defined therein.

    In addition to the Agreement, I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for the purposes of this opinion.

    Based on the foregoing, I am of the opinion that:

    (A) The Borrower and each Subsidiary is a corporation duly organized and validly existing, and the Borrower and, to the best of my knowledge, each Material Subsidiary is in good standing, under the laws of the State of its incorporation, has all power and authority to carry on its business as now being conducted and to own its properties and is duly licensed or qualified and in good standing as a foreign corporation in each other jurisdiction in which its properties are located or in which failure to qualify would materially or adversely affect the conduct of its business or the enforceability of contractual rights of the Borrower.

    (B) The execution, delivery and performance by the Borrower of the Agreement and the New Notes are within the Borrower's corporate power, have been duly authorized by all necessary corporate action and will not contravene, or constitute a default under, any provision of applicable law or regulation or the certificate of incorporation or by-laws of the Borrower, or of any judgment, order, decree, agreement or instrument binding on the Borrower or result in the creation of any Lien upon any of its property or assets.

    (C) The Agreement and the New Notes constitute the valid and binding obligations of the Borrower.

    (D) Except as may have been disclosed in writing to the Banks prior to the signing of the Agreement, there are no actions, suits or proceedings pending against or, to the best of my knowledge, threatened against or affecting the Borrower or any Subsidiary in any court or before any governmental department, agency or instrumentality, an adverse decision in which could materially and adversely affect the financial condition or business of the Borrower or the ability of the Borrower to perform its obligations under the Agreement or the New Notes.

    (E) No approval, consent or authorization of or filing or registration with any governmental authority or body is necessary for the execution, delivery or performance by the Borrower of the Agreement or the New Notes or for the performance by the Borrower of any of the terms or conditions thereof, except for such approvals, consents or authorizations (copies of which have been delivered to the Banks) as have been obtained and are in full force and effect.

Very truly yours,

EXHIBIT C

FORM OF OPINION OF SPECIAL COUNSEL
TO THE AGENT

August __, 1999

To the Banks which are parties to
the Credit Agreement referred to
below and to Morgan Guaranty Trust
Company of New York, as Agent

    Re:  Bemis Company, Inc.

    Ladies/Gentlemen:

    We have acted as special counsel to Morgan Guaranty Trust Company of New York, in its capacity as Agent (in such capacity, the "Agent"), in connection with the Fourth Amended and Restated Credit Agreement (the "Credit Agreement") dated as of August 2, 1999 among Bemis Company, Inc., the Banks listed on the signature pages thereof and the Agent. Capitalized terms used herein and not otherwise defined shall have the meanings attributed to them in the Credit Agreement.

    In connection herewith, we have examined (i) counterparts of the Credit Agreement executed by the Borrower, the Banks and the Agent; and (ii) copies of the Notes issued by the Borrower on the date hereof pursuant to the Credit Agreement (the "Notes"). In connection with such examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies (including copies received by facsimile). We also have assumed, without any independent investigation, (a) that each of the parties to the Credit Agreement has duly authorized, executed and delivered the Credit Agreement pursuant to due power and authority, (b) that the Borrower has duly authorized, executed and delivered the Notes pursuant to due authority and (c) that the Credit Agreement is the legal, valid and binding obligation of each party thereto other than the Borrower, and is enforceable against each such party in accordance with its terms.

    Based upon the foregoing, and subject to the qualifications set forth below, we are of the opinion that, under the laws of the State of New York:

(1)

The Credit Agreement is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.

(2)

Each Note is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.

    Our opinions are subject to the following qualifications:

    (a) Our opinions are subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing.

    (b) We express no opinion as to indemnification or contribution obligations which contravene public policy.

    (c) Our opinions are limited to the laws of the State of New York, and we express no opinion as to the laws of any other jurisdiction.

    (d) We express no opinion as to any provision of the Credit Agreement that purports to establish an evidentiary standard for determinations by the Banks or the Agent.

    (e) We express no opinion as to Section 9.5 of the Credit Agreement insofar as it authorizes any Person to exercise any right of offset.

    (f)  We express no opinion as to whether any court outside the State of New York would honor the choice of New York law as the governing law of the Credit Agreement and the Notes.

    (g) We express no opinion as to any provision of the Credit Agreement purporting to convey rights to Persons other than parties to the Credit Agreement.

    This opinion letter speaks solely as of the date hereof and is based solely upon current laws and regulations and facts known to us as of the date hereof and we have not undertaken any obligation to update this opinion in the event of changes thereto or additional legislation.

    This opinion letter is solely for the benefit of the addressees hereof (and their respective successors and permitted assigns) in connection with the transactions contemplated by the Credit Agreement, and this opinion letter may not be relied upon by any other Person or for any other purpose.

Very truly yours,

MAYER, BROWN & PLATT

EXHIBIT D

ASSIGNMENT AND ASSUMPTION AGREEMENT

    AGREEMENT dated as of _________, ____ among [ASSIGNOR] (the "Assignor"), [ASSIGNEE] (the "Assignee"), BEMIS COMPANY, INC. (the "Borrower") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").

W I T N E S S E T H

    WHEREAS, this Assignment and Assumption Agreement (this "Agreement") relates to the Fourth Amended and Restated Credit Agreement dated as of August 2, 1999 among the Borrower, the Assignor, the other Banks party thereto, as Banks, and the Agent (as amended or otherwise modified prior to the date hereof, the "Credit Agreement");

    WHEREAS, as provided under the Credit Agreement, the Assignor has a Commitment to make Loans to the Borrower in an aggregate principal amount at any time outstanding not to exceed $      ; and

    WHEREAS, the Assignor proposes to assign to the Assignee the rights of the Assignor under the Credit Agreement in respect of a portion of its Commitment thereunder in an amount equal to $      (the "Assigned Amount"), together with a corresponding portion of its outstanding Committed Loans, and the Assignee proposes to accept assignment of such rights and assume the corresponding obligations from the Assignor on such terms;

    NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:

    Section 1.  Definitions.  All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

    Section 2.  Assignment.  The Assignor hereby assigns and sells to the Assignee all rights of the Assignor under the Credit Agreement to the extent of the Assigned Amount, and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Credit Agreement to the extent of the Assigned Amount, including the purchase from the Assignor of the corresponding portion of the principal amount of the Loans made by the Assignor outstanding at the date hereof. Upon the execution and delivery hereof by the Assignor, the Assignee, the Borrower and the Agent and the payment of the amounts specified in Sections 3 and 4 required to be paid on the date hereof, (i) the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations [of a Bank under the Credit Agreement with a Commitment in an amount equal to] [of the Assignor under the Credit Agreement in respect of, and the Commitment of the Assignor shall be increased an amount equal to,] the Assigned Amount, and (ii) the Commitment of the Assignor shall, as of the date hereof, be reduced by a like amount and the Assignor released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without recourse to the Assignor.

    Section 3.  Payments.  As consideration for the assignment and sale contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the date hereof in Federal funds the amount heretofore agreed between them. It is understood that facility fees and utilization fees accrued to the date hereof in respect of the Assigned Amount are for the account of the Assignor and such fees accruing from and including the date hereof are for the account of the Assignee. Each of the Assignor and the Assignee hereby agrees that if it receives any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party's interest therein and shall promptly pay the same to such other party.

    Section 4.  Consent of the Borrower and the Agent.  This Agreement is conditioned upon the consent of the Borrower and the Agent pursuant to Section 9.3(c) of the Credit Agreement and the payment to the Agent of the $3,000 fee referenced in such Section. The execution of this Agreement by the Borrower and the Agent is evidence of their consent to the assignment contemplated hereby. Pursuant to such Section 9.3(c), the Borrower agrees to execute and deliver (i) to the Assignee and, if the Assignor has retained a Commitment under the Credit Agreement, the Assignor, a new Note in the amount of its respective Commitment after giving effect hereto.

    Section 5.  Non-Reliance on Assignor.  The Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect to, the solvency, financial condition, or statements of the Borrower, or the validity and enforceability of the obligations of the Borrower in respect of the Credit Agreement or any Note. The Assignee acknowledges that it has, independently and without reliance on the Assignor, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrower.

    Section 6.  Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

    Section 7.  Counterparts.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

    [Section 8.  No Assumption of Rights or Duties of the Agent.  Notwithstanding any of the foregoing provisions of this Agreement, the Assignor is not assigning, and the Assignee is not assuming, any of the rights, duties or responsibilities of the Assignor in its capacity as Agent under the Credit Agreement.]

    IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first above written.

[ASSIGNOR]
By:
	Title:
[ASSIGNEE]
By:
	Title:
BEMIS COMPANY, INC.
By:
	Title:
MORGAN GUARANTY TRUST COMPANY   OF NEW YORK, as Agent
By:
	Title:

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EXHIBIT 10(i) - AMENDED AND RESTATED COMPOSIT CREDIT AGREEMENT
TABLE OF CONTENTS

PRICING SCHEDULE
FORM OF NOTE

EX-19

EXHIBIT 19—FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(in thousands except per share amounts)

	Three Months Ended September 30				Nine Months Ended September 30
	1999		1998		1999		1998
Net sales	$	492,218	$	465,497	$	1,424,084	$	1,387,583
Costs and expenses:
Cost of products sold		386,256		365,808		1,113,361		1,098,087
Selling, general, and administrative expenses		46,317		45,055		145,215		138,053
Research and development		2,661		2,994		8,817		9,015
Interest expense		5,318		5,467		15,660		16,334
Other (income) costs, net		778		535		6,085		(407	)
Minority interest in net income		936		797		2,865		2,811
Income before income taxes		49,952		44,841		132,081		123,690
Provision for income taxes		18,800		17,600		50,600		48,100
Net income	$	31,152	$	27,241	$	81,481	$	75,590
Basic earnings per share of common stock	$	.60	$	.51	$	1.56	$	1.42
Diluted earnings per share of common stock	$	.59	$	.51	$	1.55	$	1.41
Cash dividends paid per share of common stock	$	.23	$	.22	$	.69	$	.66
Average common shares and common stock equivalents outstanding		52,778		53,303		52,654		53,554

EXHIBIT 19—FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(in thousands of dollars)

	Sep 30 1999			Dec 31 1998
ASSETS
Cash	$	24,996		$	23,738
Accounts receivable -net		256,077			246,676
Inventories		279,447			241,585
Prepaid expenses and deferred charges		36,418			34,912
Total current assets		596,938			546,911
Property and equipment, net		758,269			740,101
Excess of cost of investments in subsidiaries over net assets acquired		153,173			160,819
Other assets		23,737			34,195
Total		176,910			195,014
TOTAL ASSETS	$	1,532,117		$	1,482,026
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of long-term debt	$	2,778		$	2,946
Short-term borrowings		4,215			3,553
Accounts payable		208,564			193,088
Accrued salaries and wages		29,797			31,629
Accrued income and other taxes		20,687			14,397
Total current liabilities		266,041			245,613
Long-term debt, less current portion		366,807			371,363
Deferred taxes		86,485			84,679
Other liabilities and deferred credits		60,868			54,655
Total liabilities		780,201			756,310
Minority interest		38,770			37,862
Stockholders' equity:
Common stock (59,098,203 and 59,056,047 shares)		5,910			5,906
Capital in excess of par value		181,957			181,908
Retained income		753,748			708,362
Other comprehensive income (loss)		(26,220	)		(6,116	)
Common stock held in treasury (6,788,088 and 6,786,889 shares)		(202,249	)		(202,206	)
Total stockholders' equity		713,146			687,854
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,532,117		$	1,482,026

EXHIBIT 19—FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands of dollars)

	Nine Months Ended September 30
	1999			1998
Cash flows from operating activities
Net income	$	81,481		$	75,590
Non-cash items:
Depreciation and amortization		75,282			68,290
Minority interest in net income		2,865			2,811
Deferred income taxes, non-current portion		2,123			(59	)
Undistributed earnings of affiliated companies		6,981			500
(Gain) loss on sale of property and equipment		136			(107	)
Cash provided by operations		168,868			147,025
Changes in working capital, net of effects of acquisitions and dispositions		(37,595	)		6,353
Net change in deferred charges and credits		6,539			(957	)
Net cash provided by operating activities		137,812			152,421
Cash flows from investing activities
Additions to property and equipment		(94,428	)		(95,456	)
Business acquisition		(1,424	)		(46,319	)
Proceeds from sale of property and equipment		1,006			1,868
Other		49
Net cash used in investing activities		(94,797	)		(139,907	)
Cash flows from financing activities
Change in long-term debt excluding debt assumed in business acquisitions		(4,498	)		62,656
Change in short-term debt		661			(305	)
Cash dividends paid		(36,095	)		(35,180	)
Subsidiary dividends to minority stockholders					(1,835	)
Common stock purchased for the treasury		(43	)		(35,693	)
Stock incentive programs and related tax effects		53			7,388
Net cash used by financing activities		(39,922	)		(2,969	)
Effect of exchange rates on cash		(1,835	)		189
Net increase in cash	$	1,258		$	9,734

EXHIBIT 19—FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

Periods prior to 1998 have been revised to reflect provisions of SFAS No. 130

(in thousands of dollars)	Common Stock		Capital In Excess Of Par Value		Retained Income			Other Comprehensive Income (Loss)			Common Stock Held In Treasury			Total Stockholder's Equity
Balance at December 31, 1995	$	5,781	$	147,119	$	529,720		$	8,590		($	146,849	)	$	544,361
Net income for 1996						103,037									103,037
Translation adjustment for 1996									(3,917	)					(3,917	)
Pension liability adjustment, net of $948 tax benefit									1,546						1,546
Total comprehensive income															100,666
Cash dividends paid on common stock, $.72 per share						(37,830	)								(37,830	)
Stock incentive programs and related tax effects		2		310											312
Common stock transactions related to an acquisition of a subsidiary company		7		2,052											2,059
Purchase of 292,000 shares of common stock												(8,962	)		(8,962	)
Balance at December 31, 1996	$	5,790	$	149,481	$	594,927		$	6,219		($	155,811	)	$	600,606
Net income for 1997						101,424									101,424
Translation adjustment for 1997									(11,109	)					(11,109	)
Pension liability adjustment, net of $842 tax benefit									(1,373	)					(1,373	)
Total comprehensive income															88,942
Cash dividends paid on common stock, $.80 per share						(42,418	)								(42,418	)
Stock incentive programs and related tax effects		4		47											51
Common stock transactions related to an acquisition of a subsidiary company		70		25,034											25,104
Purchase of 139,429 shares of common stock												(5,051	)		(5,051	)
Balance at December 31, 1997	$	5,864	$	174,562	$	653,933		($	6,263	)	($	160,862	)	$	667,234
Net income for 1998						101,130									101,130
Translation adjustment for 1998									(72	)					(72	)
Pension liability adjustment, net of $102 tax benefit									219						219
Total comprehensive income															101,277
Cash dividends paid on common stock, $.88 per share						(46,701	)								(46,701	)
Stock incentive programs and related tax effects		42		7,346											7,388
Purchase of 1,110,843 shares of common stock												(41,344	)		(41,344	)
Balance at December 31, 1998	$	5,906	$	181,908	$	708,362		($	6,116	)	($	202,206	)	$	687,854
Net income for first nine months of 1999						81,481									81,481
Translation adjustment for first nine months of 1999									(20,104	)					(20,104	)
Total comprehensive income															61,377
Cash dividends paid on common stock, $.69 per share						(36,095	)								(36,095	)
Stock incentive programs and related tax effects		4		49											53
Purchase of 1,199 shares of common stock												(43	)		(43	)
Balance at September 30, 1999	$	5,910	$	181,957	$	753,748		($	26,220	)	($	202,249	)	$	713,146

EXHIBIT 19—FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS

BEMIS COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Inventory Accounting Change

    Inventories are valued at the lower of cost, using the first-in, first-out (FIFO) method, or market. During the second quarter of 1999, the Company changed its method of determining the cost of inventories from the last-in, first-out (LIFO) method to the FIFO valuation method. Management believes the change from LIFO to FIFO inventory valuation method benefits the Company by providing the best matching of the applicable raw material cost of a unit of product to the product's selling price and, therefore, presents a clearer picture of operating results. The accounting change has been applied to prior years by retroactively restating the financial statements, which are available by reference to the Company's August 1999, Form 8-K filing with the United States Securities and Exchange Commission. All financial statements and data included in this September 30, 1999, Form 10-Q filing, reflect the impact of this accounting principle change.

Note 2. Basis of Presentation

    The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position and results of operation. It is management's opinion, however, that all material adjustments (consisting of normal recurring accruals) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

    For further information, refer to the consolidated financial statements and footnotes included in the Company's annual report on Form 10-K for the year ended December 31, 1998.

Note 3. Taxes Based On Income

    The Company's 1999 effective tax rate of 38% differs from the federal statutory rate of 35% primarily due to state and local income taxes.

Note 4. Segments of Business

    The Registrant'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. The Registrant evaluates the performance of its segments and allocates resources to them based on operating profit which is defined as profit before general corporate expense, interest expense, income taxes, and minority interest. A summary of the Registrant's business activities reported by its two business segments follows:

	For Nine Months Ended September 30,
Business Segments (in millions of dollars)
	1999			1998
Net Sales to Unaffiliated Customers:
Flexible Packaging	$	1,066.9		$	1,031.8
Pressure Sensitive Materials		357.4			356.1
Intersegment Sales:
Flexible Packaging		(0.2	)		(0.2	)
Pressure Sensitive Materials		(0.0	)		(0.1	)
Total	$	1,424.1		$	1,387.6
Operating Profit and Pretax Profit:
Flexible Packaging	$	133.3		$	116.6
Pressure Sensitive Materials		31.6			37.5
Total operating profit		164.9			154.1
General corporate expenses		(14.2	)		(11.3	)
Interest expense		(15.7	)		(16.3	)
Minority interest in net income		(2.9	)		(2.8	)
Income before income taxes	$	132.1		$	123.7
Identifiable Assets:
Flexible Packaging	$	1,169.7		$	1,111.6
Pressure Sensitive Materials		317.3			295.2
Total identifiable assets		1,487.0			1,406.8
Corporate assets		45.1			49.3
Total	$	1,532.1		$	1,456.1

QuickLinks

EXHIBIT 19—FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS
BEMIS COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EX-27

 


<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEPTEMBER 30, 1999, CONSOLIDATED STATEMENT OF INCOME AND CONSOLIDATED BALANCE
SHEET AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.

<MULTIPLIER> 1,000

                             
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               SEP-30-1999
<CASH>                                          24,996
<SECURITIES>                                         0
<RECEIVABLES>                                  256,077
<ALLOWANCES>                                         0
<INVENTORY>                                    279,447
<CURRENT-ASSETS>                               596,938
<PP&E>                                       1,216,020
<DEPRECIATION>                                 457,751
<TOTAL-ASSETS>                               1,532,117
<CURRENT-LIABILITIES>                          266,041
<BONDS>                                        366,807
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         5,910
<OTHER-SE>                                     707,236
<TOTAL-LIABILITY-AND-EQUITY>                 1,532,117
<SALES>                                      1,424,084
<TOTAL-REVENUES>                             1,424,084
<CGS>                                        1,113,361
<TOTAL-COSTS>                                1,113,361
<OTHER-EXPENSES>                                 6,085
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              15,660
<INCOME-PRETAX>                                132,081
<INCOME-TAX>                                    50,600
<INCOME-CONTINUING>                             81,481
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    81,481
<EPS-BASIC>                                       1.56
<EPS-DILUTED>                                     1.55