Edgar Filing: TREDEGAR CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )


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Tredegar Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


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(TREDEGAR CORPORATION LOGO)

1100 Boulders Parkway
Richmond, Virginia 23225

Annual Meeting of Shareholders

April 14, 2009

To Our Shareholders:

We invite you to attend the Annual Meeting of Shareholders to be held at Lewis Ginter Botanical Garden, 1800 Lakeside Avenue, Richmond, Virginia, 23228, on Tuesday, May 19, 2009, at 9:00 a.m., Eastern Daylight Time. A formal notice of the meeting, a proxy statement and a proxy form are enclosed. You are being asked to elect the three directors identified in the proxy statement, approve the Tredegar Corporation Amended and Restated 2004 Equity Incentive Plan, and ratify the appointment of Tredegar’s independent registered public accounting firm for the coming year and conduct any other business properly raised at the meeting.

Please complete, sign, date and return the enclosed proxy form promptly using the enclosed self-addressed, stamped envelope, regardless of whether you plan to attend the meeting. You may still vote in person at the meeting, even if you return the proxy.

On behalf of our Board of Directors, management and employees of Tredegar Corporation, I thank you for your continued support and confidence in our company.


	Sincerely yours,



	Richard L. Morrill
	Chairman of the Board

Your vote is important. Please sign and date the enclosed proxy card and return it promptly in the envelope provided to ensure that your shares will be represented at the annual meeting. Holders of a majority of the outstanding shares entitled to vote must be present either in person or by proxy for the meeting to be held. If you attend the meeting and vote your shares, any previously submitted proxies will be revoked.

TREDEGAR CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


TIME:	Tuesday, May 19, 2009, at 9:00 a.m., Eastern Daylight Time

PLACE:	Lewis Ginter Botanical Garden
	1800 Lakeside Avenue
	Richmond, Virginia 23228
	*(see directions on reverse)*

ITEMS OF BUSINESS:	1.	To elect the three directors identified in the proxy statement to serve until the 2012 annual meeting and until their successors are elected;

	2.	To approve the Tredegar Corporation Amended and Restated 2004 Equity Incentive Plan;

	3.	To ratify the appointment of PricewaterhouseCoopers LLP as Tredegar’s independent registered public accounting firm for the fiscal year ending December 31, 2009; and

	4.	To conduct any other business properly raised at the annual meeting or any adjournments of the annual meeting.

WHO MAY VOTE:	You may vote if you were a shareholder of record on March 27, 2009.

DATE OF MAILING:	This notice and the proxy statement are first being mailed to shareholders on or about April 14, 2009.


	By Order of the Board of Directors



	A. Brent King
	Vice President, General Counsel and Secretary

Directions to
Lewis Ginter Botanical Garden

(MAP)

From I-95 North

From I-95 North, take the Lakeside Avenue exit (Exit 80). Keep to the right and turn right at the first stoplight onto Lakeside Avenue. Follow Lakeside Avenue to the Garden entrance just after you cross the intersection at Lakeside Avenue and Hilliard Road.

From I-95 South

From I-95 South, take the Parham Road West exit (Exit 83B). On Parham Road, quickly get into the far left lane. At the second stoplight, take a left onto Brook Road (also known as Route 1 South). At the third stoplight, take a right onto Lakeside Avenue. The Garden entrance will be on your right as you go down Lakeside Avenue.

From I-64 East

From I-64 East, get onto I-95 North to Washington, D.C. and follow directions above from I-95 North.

From I-64 West

From I-64 West, get onto I-95 North to Richmond and follow directions above from I-95 North.

Table of Contents


VOTING INFORMATION		1
ELECTION OF DIRECTORS		7
TREDEGAR’S BOARD OF DIRECTORS		7
BOARD COMMITTEES		11
COMPENSATION OF DIRECTORS		14
Director Compensation Table		14
BOARD MEETINGS, MEETINGS OF NON-MANAGEMENT DIRECTORS AND BOARD COMMITTEES		17
CORPORATE GOVERNANCE		19
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		20
STOCK OWNERSHIP		22
COMPENSATION DISCUSSION AND ANALYSIS		25
EXECUTIVE COMPENSATION COMMITTEE REPORT		35
COMPENSATION OF EXECUTIVE OFFICERS		36
Summary Compensation Table		36
Employment Agreements		39
Grants of Plan-Based Awards		40
Outstanding Equity Awards At Fiscal Year-End		41
Option Exercises		42
APPROVAL OF THE AMENDED AND RESTATED 2004 EQUITY INCENTIVE PLAN		50
REPORT OF THE AUDIT COMMITTEE		54
AUDIT FEES		55
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		56
DIRECTOR NOMINATING PROCESS AND SHAREHOLDER PROPOSALS		56
Shareholders’ Proposals		57
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING REQUIREMENTS		58
BENEFICIAL OWNERS		59
OTHER MATTERS		59

PROXY STATEMENT

for

ANNUAL MEETING OF SHAREHOLDERS
TREDEGAR CORPORATION

To be held May 19, 2009

Approximate date of mailing—April 14, 2009

VOTING INFORMATION

The Board of Directors (or Board) of Tredegar Corporation, a Virginia corporation (or Tredegar, we, our or us), is soliciting your proxy for the annual meeting of shareholders to be held on Tuesday, May 19, 2009. This proxy statement and proxy form contain information about the items you will be voting on at the annual meeting.

Who may vote?

You may vote if you owned shares of Tredegar common stock on March 27, 2009, the date our Board established for determining shareholders entitled to vote at the annual meeting. On that date, there were 33,930,196 outstanding shares of Tredegar common stock. You are entitled to one vote for each share of Tredegar common stock you own.

What are the proposals shareholders will be voting on at the annual meeting?

You will be voting on the following:


	•	the election of the three directors identified in this proxy statement to serve until the 2012 annual meeting;

	•	the approval of Tredegar’s Amended and Restated 2004 Equity Incentive Plan;

	•	the ratification of the appointment of PricewaterhouseCoopers LLP (or PwC) as Tredegar’s independent registered public accounting firm for the fiscal year ending December 31, 2009; and

	•	any other business properly raised at the annual meeting or any adjournments of the annual meeting.

How do I vote my shares?

You may vote your shares as follows:


	•	You may vote in person at the annual meeting. Even if you plan to attend the annual meeting, we encourage you to vote your shares by proxy. If your shares of Tredegar common stock are registered directly in your name with National City, our transfer agent, and you desire to vote in person at the annual meeting, you will be able to request a ballot at the annual meeting. If your shares of Tredegar common stock are held in street name with a brokerage firm and you desire to vote in person at the annual meeting, you will need to obtain a legal proxy from the brokerage firm. You should contact your brokerage firm for further information.


	•	You may vote by mail by completing, signing, dating and returning the enclosed proxy in the self-addressed, stamped envelope provided.

What constitutes a quorum for the annual meeting?

A quorum is a majority of the outstanding shares of Tredegar common stock, present in person or represented by proxy at the annual meeting. Abstentions, withheld votes and shares held of record by a broker or its nominee that are voted on any matter at the annual meeting are included in determining the number of shares present. Shares held of record by a broker or its nominee that are not voted on any matter at the annual meeting will not be included in determining whether a quorum is present. A quorum is necessary to conduct business at the annual meeting.

What are my voting choices when voting on the director nominees?

In the vote on the election of our director nominees, you may:


	•	vote for all nominees;

	•	withhold votes as to all nominees; or

	•	withhold a vote as to one or more specific nominees.

A nominee is elected to our Board if a plurality of votes cast in the election of directors is cast “for” the nominee. Signing and returning your proxy card will constitute a vote “for” all of the nominees unless your proxy specifies that you are withholding authority to vote for any of the nominees. Any votes withheld will not be counted in determining the number of votes cast. In the event that any nominee for director is unavailable for election, our Board may either reduce the number of directors or choose a substitute nominee. If our Board chooses a substitute nominee, the shares represented by a proxy will be voted for the substitute nominee, unless other instructions are given in the proxy.

Our Board recommends that you vote “FOR” all of the nominees.

What are my voting choices when voting for the approval of the Amended and Restated 2004 Equity Incentive Plan?

In the vote on the approval of Tredegar’s Amended and Restated 2004 Equity Incentive Plan (or the Amended and Restated 2004 Plan), you may:


	•	vote for the approval of the Amended and Restated 2004 Plan;

	•	vote against the approval of the Amended and Restated 2004 Plan; or

	•	abstain from voting on the Amended and Restated 2004 Plan.

The Amended and Restated 2004 Plan must be approved by the holders of a majority of the total votes cast on the Amended and Restated 2004 Plan at the annual meeting, provided that the total votes cast on the Amended and Restated 2004 Plan represents over 50 percent of the number of shares entitled to vote on this proposal.

Our Board recommends that the shareholders vote “FOR” the approval of the Amended and Restated 2004 Equity Incentive Plan.

What are my voting choices when voting on the ratification of the appointment of PwC as our independent registered public accounting firm?

In voting on the ratification of the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2009, you may:


	•	vote for the ratification of the appointment of PwC;

	•	vote against the ratification of the appointment of PwC; or

	•	abstain from voting on the ratification of the appointment of PwC.

The ratification of the appointment of PwC as our independent registered public accounting firm requires that the number of votes cast “for” the ratification exceeds the number of votes cast “against” the ratification.

Our Board recommends that you vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as Tredegar’s independent registered public accounting firm for the fiscal year ending December 31, 2009.

Will my shares be voted if I do not return my proxy?

If you are a Tredegar shareholder whose stock is registered directly in your name with National City, our transfer agent, and you do not provide your signed proxy, your shares will not be represented at the meeting, will not count toward the quorum requirement and will not be voted.

If you are a Tredegar shareholder whose stock is held in street name with a brokerage firm, your broker may or may not vote your shares in its discretion if you have not provided voting instructions to the broker. Whether the broker may vote your shares depends on the proposals before the meeting. Under the rules of the New York Stock Exchange, your broker may vote your shares in its discretion on “routine matters.” We believe that the election of directors and the ratification of the appointment of the independent registered public accounting firm are routine matters on which brokers are permitted to vote on behalf of their clients if their clients do not furnish voting instructions.

The rules of the New York Stock Exchange, however, do not permit your broker to vote your shares on proposals that are not considered “routine.” When a proposal is not a routine matter and your broker has not received your voting instructions with respect to that proposal, your broker cannot vote your shares on that proposal. This is called a “broker non-vote.” The proposal relating to the approval of the Amended and Restated 2004 Plan is considered a non-routine matter.

Abstentions, broker non-votes and, with respect to the election of directors, withhold votes will not affect the outcome of the vote on the election of directors and the ratification of the appointment of PwC.

Under the rules of the New York Stock Exchange, abstentions and broker non-votes will be counted as being entitled to vote on the proposal to approve the Amended and Restated 2004 Plan. Abstentions will be treated as votes cast on this proposal, but broker non-votes will not be treated as votes cast on this proposal. As a result, broker non-votes will have no effect on the proposal to approve the Amended and Restated 2004 Plan, provided that the total votes cast on this proposal represents over 50 percent of the number of shares

entitled to vote on this proposal. Abstentions will have the same effect as a vote against the proposal to approve the Amended and Restated 2004 Plan.

Can I change or revoke my vote?

You may change or revoke your proxy at any time before it is voted at the annual meeting. You can change or revoke your proxy by (1) voting in person at the annual meeting, (2) delivering another later dated proxy or (3) notifying Tredegar’s Corporate Secretary in writing that you want to change or revoke your proxy. Attendance at the annual meeting will not by itself revoke a proxy. All signed proxies that have not been revoked will be voted at the annual meeting. If your proxy contains any specific voting instructions, they will be followed. However, if you sign and return your proxy without providing specific voting instructions, you give authority to the individuals designated on the proxy card to vote on the proposal(s) for which you have not made specific selections. If no specific instruction is given or selection made, it is intended that all proxies signed and returned will be voted “FOR” the election of all nominees for director, “FOR” the approval of the Amended and Restated 2004 Plan and “FOR” the ratification of PwC.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, it means you have multiple accounts with our transfer agent, National City, or with one or more brokerage firms. To vote all your shares, you will need to sign and return all proxy cards. We encourage you to consolidate your accounts with the same name and address with National City in a single account whenever possible. For additional information, please contact our transfer agent at 1-800-622-6757.

Who pays for the solicitation of proxies?

We will pay the cost of soliciting proxies and may use employees to solicit proxies by mail, in person or by telephone. We have engaged The Altman Group, Inc. to solicit proxies from brokers, nominees, fiduciaries and other custodians. We will pay Altman $5,000 for its services and will reimburse Altman for its out-of-pocket expenses, including mailing, copying, phone calls, faxes and other matters, and will indemnify Altman against any losses arising out of that firm’s proxy soliciting services on our behalf.

How do I communicate with the Board of Directors?

Our Board has unanimously approved a process for shareholders to send communications to our Board and individual directors. Shareholders can communicate in writing to our Board and, if applicable, any Board Committee or specified individual directors by either mailing communications c/o Tredegar Corporation, 1100 Boulders Parkway, Richmond, Virginia, 23225, Attention: Corporate Secretary, or by sending an e-mail to the following address: directors@tredegar.com. As noted elsewhere in this proxy, you may use these same means to communicate with non-management directors, individually or as a group. We will forward communications to the intended recipient(s), although we screen mail for security purposes.

Where can I find Tredegar’s corporate governance materials?

Our Governance Guidelines, Code of Conduct and the charters of our Audit Committee, Executive Compensation Committee, and Nominating and Governance Committee are available on our website at www.tredegar.com by selecting “Corporate Governance” under “About Tredegar,” and are available in print to any shareholder upon request by contacting our investor relations department as described in “How may I obtain Tredegar’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and other financial information?” below.

How may I obtain Tredegar’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and other financial information?

We have enclosed a copy of our 2008 Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2009

The proxy statement and the 2008 Annual Report are available at www.tredegar.com under “Investor Relations.”

Shareholders may request additional copies of the 2008 Form 10-K (including the financial statements and financial statement schedules), without charge, from:

Tredegar Corporation
Attention: Investor Relations
1100 Boulders Parkway
Richmond, Virginia 23225
1-800-411-7441
invest@tredegar.com

We will deliver a list of exhibits to the 2008 Form 10-K, showing the cost of each, with the copy of the 2008 Form 10-K. We will provide any of the exhibits upon payment of the charge noted on the list. Exhibits to the 2008 Form 10-K are also available on the Securities and Exchange Commission’s website at www.sec.gov.

May shareholders ask questions at the annual meeting?

Yes. At the end of the annual meeting, we will give shareholders attending the meeting the opportunity to ask questions.

Will Tredegar’s directors be present at the annual meeting?

Yes. It is our policy that our directors attend the annual meeting of shareholders.

Is it possible to receive future mailings electronically?

Yes. If you are interested in receiving future shareholder communications electronically rather than receiving paper copies, please check the appropriate box and provide your e-mail address on your proxy card. When future shareholder communications become available, you will receive an e-mail letting you know that you may access and download the documents from Tredegar’s website at www.tredegar.com. Your choice for electronic distribution will remain in effect indefinitely, unless you revoke your choice by sending written notice of revocation to us at the address noted above.

What if I have questions for Tredegar’s transfer agent?

You can contact our transfer agent directly with questions concerning stock certificates, dividend checks, transfer of ownership, our dividend reinvestment and stock purchase plan or other matters relevant to your Tredegar shareholder account at:

National City
(now a part of PNC)
Shareholder Services Operations
P.O. Box 92301 (Locator 01-5352)
Cleveland, OH 44101-4301
Telephone: 1-800-622-6757
Fax: 1-216-257-8508
E-mail: shareholder.inquiries@nationalcity.com

Can I access my Tredegar account online?

Yes. If you are a shareholder of record, you can access your Tredegar shareholder account online via StockAccess at www.ncstockaccess.com, a service provided by our transfer agent, National City. This service makes it easy and convenient to get current information on your shareholder account, such as:


•	Review share balances	•	Review dividend payment history

•	Review certificate history	•	Enroll in our dividend reinvestment plan

•	Review 1099 tax information	•	Request direct deposit of dividends

•	Change mailing address	•	Obtain shareholder forms and instructions

You may also access this site by visiting our website at www.tredegar.com and selecting “Shareholder Services” under “Investor Relations.” If you have any questions or need assistance (including obtaining a new personal identification (PIN) number), please contact National City’s Shareholder Services Group at 1-800-622-6757.

ELECTION OF DIRECTORS

Our Board is divided into three classes of directors. Each class of directors serves for three years. The term for each class is staggered so that one class is elected at each annual meeting. Certain circumstances could cause the terms of our directors to vary and the classes of directors to change if a director is elected for less than a three-year term.

The terms of three of our present directors, Messrs. Austin Brockenbrough, III, William M. Gottwald and Richard L. Morrill, will expire at the 2009 annual meeting. Upon the recommendation of the Nominating and Governance Committee, Messrs. Brockenbrough, Gottwald and Morrill have been nominated by the Board for election at the 2009 annual meeting for terms expiring at the 2012 annual meeting.

Should all the nominees be elected to our Board, the director classes after the 2009 annual meeting will be as follows:


Class I	Class II	Class III

Terms expiring at 2011 annual meeting	Terms expiring at 2012 annual meeting	Terms expiring at 2010 annual meeting

George A. Newbill	Austin Brockenbrough, III	Donald T. Cowles
Norman A. Scher	William M. Gottwald	John D. Gottwald
R. Gregory Williams	Richard L. Morrill	Thomas G. Slater, Jr.

Our Board recommends that you vote “FOR” all of the nominees.

TREDEGAR’S BOARD OF DIRECTORS

Following is certain information concerning the nominees as well as the directors whose terms of office will continue after the annual meeting:


		Austin Brockenbrough, III, 72

		Managing Director and President of Lowe, Brockenbrough & Company, Inc., a private investment counseling firm, since 1970. Other directorship: Trustee of The Williamsburg Investment Trust, a registered investment management company. Director since 1993. Term expires 2009.


		Donald T. Cowles, 62

		Retired, having served previously as Executive Director, Initiatives of Change, Inc., a not-for-profit network working for a more inclusive American society, from January, 2006 until June, 2008. Has also served as a consultant since 2001. Director since 2003. Term expires 2010.



		John D. Gottwald, 54

		President and Chief Executive Officer of Tredegar since March 1, 2006, having served previously as Chairman of the Board of Tredegar from September 10, 2001 until March 1, 2006. Director since 1989. Term expires 2010.



		William M. Gottwald, 61

		Vice Chairman of the Board of Tredegar, having served previously as Chairman of the Board of Directors of Albemarle Corporation, a specialty chemicals company (Albemarle) from 2001 until 2008. Other directorship: Albemarle. Director since 1997. Term expires 2009.



		Richard L. Morrill, 69

		Chairman of the Board of Tredegar since March 1, 2006, and Chancellor of the University of Richmond since June 1, 2004, having served previously as Chancellor of the University of Richmond and Distinguished University Professor of Ethics and Democratic Values, University of Richmond, from July 1, 1998 until June 1, 2004. Other directorships: Albemarle and Trustee of The Williamsburg Investment Trust. Director since 1997. Term expires 2009.


		George A. Newbill, 66

		Retired, having served previously as Executive Vice President of Albemarle from August, 2007 until February 29, 2008 and as Senior Vice President – Manufacturing Operations of Albemarle from January, 2004 until August, 2007. Term expires 2011.



		Norman A. Scher, 71

		Vice Chairman of the Board of Tredegar since March 1, 2006, having served previously as President and Chief Executive Officer of Tredegar from September 10, 2001 until March 1, 2006. Other directorship: Alliance One International, Inc., an international leaf tobacco merchant. Director since 1989. Term expires 2011.



		Thomas G. Slater, Jr., 65 Partner of Hunton & Williams LLP, a law firm, since 1976. Director since 1998. Term expires 2010.



		R. Gregory Williams, 57 President of CCA Financial Services, LLC, a technology equipment leasing company, since 1984. Director since 2002. Term expires 2011.

Messrs. John D. Gottwald and William M. Gottwald are brothers. In addition, Mr. Thomas G. Slater, Jr., is married to Mr. John D. Gottwald’s sister-in-law and is a partner of the law firm of Hunton & Williams LLP, which provides legal services to us on a variety of matters.

Our Board has affirmatively determined that the following members of our Board are independent, as that term is defined under the general independence standards of the New York Stock Exchange listing standards and our Governance Guidelines:

Austin Brockenbrough, III
Donald T. Cowles
Richard L. Morrill
George A. Newbill
R. Gregory Williams

Our Board has adopted, as part of our Governance Guidelines, categorical standards to assist it in making these independence determinations. All of the directors and the nominees identified as “independent” in this proxy statement meet these categorical standards, which are available on our website at www.tredegar.com by selecting “Corporate Governance” under “About Tredegar.”

BOARD COMMITTEES

The following table provides an overview of the membership, responsibilities and number of meetings held in 2008 of all of the committees of our Board. Each of the Audit Committee, Executive Compensation Committee and Nominating and Governance Committee of our Board operates under a charter approved by our Board. The committee charters are available on our website and are also available in print to any shareholder upon request. See “Voting Information — Where can I find Tredegar’s corporate governance materials?” on page 4 of this proxy statement. Each of the committees periodically reviews its respective committee charter and, if appropriate, recommends revisions thereto to our Board.


Committee and Members	Functions*	Number of Meetings

AUDIT: Austin Brockenbrough, III Donald T. Cowles R. Gregory Williams**	Reviews and oversees financial reporting, policies, procedures and internal controls	5

	Retains independent registered public accounting firm

	Oversees activities of independent registered public accounting firm

	Oversees internal audit function

	Oversees legal and regulatory compliance and adherence to our Code of Conduct

	Reviews related-person transactions

	Receives from and discusses with independent registered public accounting firm written disclosures as to independence

	Prepares the Audit Committee report for inclusion in the annual proxy statement

	Establishes procedures for complaints received regarding our accounting, internal accounting controls and auditing matters

* We recommend that shareholders review the charters for our Audit Committee, Executive Compensation Committee and Nominating and Governance Committee for a full description of the respective committee’s responsibilities.

** Committee Chairperson


Committee and Members	Functions*	Number of Meetings

EXECUTIVE COMPENSATION: Donald T. Cowles Richard L. Morrill** George A. Newbill	Approves corporate goals and objectives relevant to Chief Executive Officer compensation and evaluates our Chief Executive Officer’s performance in light of those goals and objectives	4
	Determines and approves Chief Executive Officer compensation, including base salary and incentive awards

	Approves the salaries and incentive awards of executive officers

	Grants awards under our equity incentive plans

	Reviews and discusses with our management the Compensation Discussion and Analysis

	Based on such review and discussion, determines whether to recommend to our Board that the Compensation Discussion and Analysis be included in the annual proxy statement

	Prepares the Executive Compensation Committee report for inclusion in the annual proxy statement

EXECUTIVE: John D. Gottwald** William M. Gottwald Norman A. Scher	Acts on our Board’s behalf in accordance with our By-laws, except as limited by the Virginia Stock Corporation Act and except with respect to the compensation of executive officers	2

INVESTMENT POLICY: Austin Brockenbrough, III** Donald T. Cowles Richard L. Morrill	Administers our Investment Conflict of Interest Policy Reviews and acts upon requests by our directors, officers, and employees to (1) co-invest in investments we are considering or (2) dispose of any such co-investment. Our Investment Policy Committee received no such requests during 2008.	0

** Committee Chairperson


Committee and Members	Functions*	Number of Meetings

NOMINATING AND GOVERNANCE: Austin Brockenbrough, III** Richard L. Morrill R. Gregory Williams	Reviews the size and composition of our Board to ensure a balance of appropriate skills and characteristics Develops criteria for director nominees	3
	Recruits new directors, considers director nominees recommended by shareholders and others and recommends nominees for election as directors, all in accordance with the director selection criteria

	Makes recommendations regarding term of office and classification and approves compensation of directors, including the compensation of our Chairman and any Vice Chairman

	Reviews our Code of Conduct, Governance Guidelines and other governance matters, and makes sure policies are properly communicated and consistently enforced

	Makes recommendations regarding composition of our Board committees

	Recommends actions to increase our Board’s effectiveness

	Oversees the evaluation of our Board and management

** Committee Chairperson

COMPENSATION OF DIRECTORS

Director Compensation Table

The following table presents information relating to total compensation of our directors, other than the Chief Executive Officer, for the fiscal year ended December 31, 2008.


Name	Fees Earned or Paid in Cash	Stock Awards (1)	Change in Pension Value and Non- qualified Deferred Compensation Earnings		Option Awards	All Other Compen- sation		Total

	($)	($)	($)		($)	($)		($)

Horst R. Adam	12,414	7,077	-0-		-0-	-0-		19,491
Austin Brockenbrough, III	44,139	19,986	-0-		-0-	-0-		64,125
Donald T. Cowles	43,139	19,986	-0-		-0-	-0-		63,125
William M. Gottwald	34,514	19,986	-0-		-0-	-0-		54,500
Richard L. Morrill	62,639	19,986	-0-		-0-	-0-		82,625
George A. Newbill	22,600	12,909	-0-		-0-	-0-		35,509
Norman A. Scher(2)	219,917	-0-	26,006	(3)	-0-	14,830	(4)	260,753
Thomas G. Slater, Jr.	30,014	19,986	-0-		-0-	-0-		50,000
R. Gregory Williams	47,014	19,986	-0-		-0-	-0-		67,000

(1) As part of their 2008 annual retainer, each non-employee director received quarterly grants of Tredegar common stock under the Tredegar Corporation 2004 Equity Incentive Plan (or the 2004 Plan). Each non-employee director received a number of shares of Tredegar common stock equal as nearly as possible to but not to exceed $5,000, based on the closing price of Tredegar common stock as reported on the New York Stock Exchange composite tape on March 31, 2008, June 30, 2008, September 30, 2008 and December 31, 2008, the dates of grant. Based on this calculation, each non-employee director, except Messrs. Adam and Newbill, received 274 shares of Tredegar common stock on March 31, 2008, 340 shares of Tredegar common stock on June 30, 2008, 281 shares of Tredegar common stock on September 30, 2008, and 275 shares of Tredegar common stock on December 31, 2008. Due to the resignation of Mr. Adam and election of Mr. Newbill to the Board of Directors as of the 2008 annual meeting, Mr. Adam received 274 shares of Tredegar common stock on March 31, 2008 and 142 shares of Tredegar common stock on June 30, 2008. Mr. Newbill received 198 shares of Tredegar common stock on June 30, 2008, 281 shares of Tredegar common stock on September 30, 2008, and 275 shares of Tredegar common stock on December 31, 2008. The amounts set forth above represent the dollar amount we recognized for financial reporting purposes with respect to the fiscal year ended December 31, 2008 computed in accordance with FAS 123R for the shares of Tredegar common stock awarded to each non-employee director under the terms of the 2004 Plan, based on the closing price of Tredegar common stock as reported on the New York Stock Exchange composite tape on March 31, 2008, June 30, 2008, September 30, 2008 and December 31, 2008, the respective dates of grant. The following table presents (a) the grant date fair value computed in accordance with FAS 123R of each grant of shares of Tredegar common stock awarded to each director identified above during the fiscal year ended December 31, 2008 and (b) the aggregate number of unvested stock awards held by each director identified above as of December 31, 2008:


Name	Grant Date	Grant Date Fair Value ($)	Total Stock Awards Held (#)
Mr. Adam	March 31, 2008	4,990	-0-
	June 30, 2008	2,087	-0-

Mr. Brockenbrough	March 31, 2008	4,990	-0-
	June 30, 2008	4,998
	September 30, 2008	4,999
	December 31, 2008	5,000

Mr. Cowles	March 31, 2008	4,990	-0-
	June 30, 2008	4,998
	September 30, 2008	4,999
	December 31, 2008	5,000

Mr. William M. Gottwald	March 31, 2008	4,990	-0-
	June 30, 2008	4,998
	September 30, 2008	4,999
	December 31, 2008	5,000

Mr. Morrill	March 31, 2008	4,990	-0-
	June 30, 2008	4,998
	September 30, 2008	4,999
	December 31, 2008	5,000

Mr. Newbill	June 30, 2008	2,911	-0-
	September 30, 2008	4,999
	December 31, 2008	5,000

Mr. Scher	N/A	-0-	14,000

Mr. Slater	March 31, 2008	4,990	-0-
	June 30, 2008	4,998
	September 30, 2008	4,999
	December 31, 2008	5,000

Mr. Williams	March 31, 2008	4,990	-0-
	June 30, 2008	4,998
	September 30, 2008	4,999
	December 31, 2008	5,000

(2) In consideration of Mr. Scher’s service to Tredegar as an employee during 2008, Mr. Scher was paid a salary of $179,917 and a bonus of $40,000. Mr. Scher does not receive any additional compensation for his services as a director.

(3) The actuarial present value of Mr. Scher’s benefit under the Tredegar Corporation Retirement Benefit Restoration Plan (or the Restoration Plan) decreased by $10,363 and his benefit under the Tredegar Corporation Retirement Income Plan (or the Pension Plan) decreased by $12,362. These amounts represent the change in actuarial present value in the above plans from December 31, 2007 to December 31, 2008. The decrease in actuarial present value in these plans was offset by the $48,731 cash payments from the Pension Plan. For purposes of computing the actuarial present value of the accrued benefit payable to Mr. Scher, we have used the following assumptions:


	12/31/2006	12/31/2007	12/31/2008

Discount Rate	5.75%	6.25%	6.50%

Mortality Table	RP-2000 Combined Healthy Mortality Table, projected with Scale AA to 2008

Retirement Age	Age 60, or current age, if older

Preretirement Decrements	None

Payment Option	Single life annuity with five years of benefits guaranteed

Benefit accruals under the Restoration Plan were frozen as of December 31, 2005. For a description of the assumptions we used, see Note 11 to our financial statements and the discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Pension Benefits” both of which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and incorporated by reference into this proxy statement. We froze the benefit available under the Restoration Plan on December 31, 2005.

Mr. Scher was required to commence his benefit under the Pension Plan in November, 2007. He received a total of $48,731 from the Pension Plan during 2008.

(4) This amount includes matching contributions under the Tredegar Corporation Retirement Savings Plan of $8,020, and contribution and dividends under the Savings Plan Benefit Restoration Plan of $4,570. All other compensation also includes the dividends on the shares of restricted stock of $2,240.

Compensation of Directors

Our Nominating and Governance Committee (or the Governance Committee) determines and approves director compensation, including retainers and meeting fees as well as salaries and other compensation for directors who are employees of Tredegar (except for a director who is also our Chief Executive Officer, whose compensation is determined solely by our Executive Compensation Committee). Under its charter, our Governance Committee may delegate these responsibilities to a subcommittee of the Committee created and approved by our Governance Committee. Any such subcommittee must be composed entirely of independent directors and operate under a written charter. Under our Governance Guidelines, the Governance Committee has the authority to retain independent advisors, including compensation consultants. For 2008, our Governance Committee did not engage any compensation consultants for purposes of its review and determination of director compensation.

Non-employee directors and committee members receive the following annual retainers, payable in equal quarterly installments in arrears, for their service on Tredegar’s Board:


Non-Employee Director	$	50,000
Chairman of the Board	$	20,000
Audit Committee Chairperson	$	14,000
Non-Chair Member of the Audit Committee	$	7,500
Executive Compensation Committee Chairperson	$	9,000
Non-Chair Member of the Executive Compensation Committee	$	5,000
Nominating and Governance Committee Chairperson	$	6,000
Non-Chair Member of the Nominating and Governance Committee	$	3,000
Member of the Executive Committee	$	4,500
Member of the Investment Policy Committee	$	625

The retainer for non-employee directors is paid $30,000 in cash and $20,000 in the form of a stock award. The stock award is determined based on the closing price of Tredegar common stock as reported on the New York Stock Exchange composite tape on the date of grant.

Retainers for our Chairman of the Board and Committee chairpersons commence after our Board elects members to these positions.

Outside Director Stock Ownership Guidelines

Under Tredegar’s Outside Director Stock Ownership Guidelines, which our Board adopted on March 1, 2006, all of our non-employee directors are to achieve ownership of Tredegar common stock in an amount equal to at least three times that director’s base annual cash retainer. Directors have three years from the later of the adoption of the Guidelines or their election to the Board to satisfy 50% of the requirement and six years to satisfy the full requirement. All of our directors, with the exception of Mr. Newbill who joined the Board following his election at the 2008 annual meeting, have satisfied the full stock ownership requirement.

Tredegar Corporation 2004 Equity Incentive Plan

For 2008, our Board approved quarterly stock awards of shares of Tredegar common stock to each non-employee director under the Tredegar Corporation 2004 Equity Incentive Plan (or the 2004 Plan). Each quarterly stock award became fully vested and transferable immediately upon the date of grant. For a further discussion of the 2004 Plan, see “Compensation of Executive Officers — Tredegar Corporation 2004 Equity Incentive Plan” beginning on page 40 of this proxy statement.

BOARD MEETINGS, MEETINGS OF NON-MANAGEMENT DIRECTORS
AND BOARD COMMITTEES

Our Board held five meetings in 2008. Each director attended all five Board meetings, except Mr. Adam, who attended all Board meetings prior to his resignation from the Board at the 2008 annual meeting of shareholders, and Mr. Newbill, who attended all Board meetings held after his election to the Board at Tredegar’s 2008 annual meeting. Each director attended all meetings held in 2008 of Board committees of which the director was a member.

The non-management directors of our Board meet regularly in private session. Our Board has determined that our Chairman of the Board should chair all meetings of non-management directors, as provided in our Governance Guidelines. During these meetings, the chairperson has the power to lead the meeting, set the agenda and determine the information to be provided, but all non-management directors are encouraged to and do suggest topics for discussion and identify materials and other information for review. In addition, our independent directors also meet as a group from time to time. The chairperson of our Nominating and Governance Committee chairs the meetings of independent directors.

Shareholders and other interested persons may contact the non-management directors (as a group) or the chairman (individually) in writing through one of the means described under “Voting Instructions — How do I communicate with the Board of Directors ?” on page 4 of this proxy statement.

Executive Compensation Committee Matters

As noted above, our Executive Compensation Committee currently consists of Messrs. Richard L. Morrill (Chairman), Donald T. Cowles and George A. Newbill. The functions of our Executive Compensation Committee are more fully described under “Compensation Discussion and Analysis” beginning on page 25 of this proxy statement and in the Executive Compensation Committee Charter, which is available on our website and is also available in print to any shareholder upon request. See “Voting Information — Where can I find Tredegar’s corporate governance materials?” on page 4 of this proxy statement.

All of the members of our Executive Compensation Committee are “non-employee directors” (within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934 (or the Exchange Act)), “outside directors” (within the meaning of Section 162(m) of the Internal Revenue Code) and “independent directors” (within the meaning of the current New York Stock Exchange listing standards and Tredegar’s Governance Guidelines). No Committee member is a current or former employee of Tredegar or any of our subsidiaries.

Executive Compensation Committee Interlocks and Insider Participation

No member of our Executive Compensation Committee was at any time an officer or employee of Tredegar, or is related to any other member of our Executive Compensation Committee, any other member of our Board or any executive officer of Tredegar.

Audit Committee Matters

As noted above, our Audit Committee currently consists of Messrs. R. Gregory Williams (Chairman), Austin Brockenbrough, III, and Donald T. Cowles. The functions of our Audit Committee are more fully described under “Report of the Audit Committee” beginning on page 54 of this proxy statement and in the Audit Committee Charter, which is available on our website and is also available in print to any shareholder upon request. See “Voting Information — Where can I find Tredegar’s corporate governance materials?” on page 4 of this proxy statement.

Upon the recommendation of our Nominating and Governance Committee, our Board has determined that each member of our Audit Committee is independent of management and free of any relationships that, in the opinion of our Board, would interfere with the exercise of independent judgment and is independent, as that term is defined under the enhanced independence standards for audit committee members in the Exchange Act and rules thereunder, as incorporated into the listing standards of the New York Stock Exchange and in accordance with the Audit Committee Charter.

Our Board has determined that Mr. R. Gregory Williams is an “audit committee financial expert,” as that term is defined in the rules promulgated by the Securities and Exchange Commission under the Sarbanes-Oxley Act of 2002. Our Board has further determined that each of the members of our Audit Committee is financially literate and that, as required by the New York Stock Exchange listing standards, at least one member of the Committee has accounting or related financial management expertise, as such terms are interpreted by our Board in its business judgment.

Our Audit Committee has adopted procedures for pre-approving certain audit and permissible non-audit services provided by our independent registered public accounting firm. These procedures include reviewing a budget for audit and permissible non-audit services. The budget includes a description of, and a budgeted amount for, particular categories of audit and permissible non-audit services that are recurring in nature and therefore anticipated at the time the budget is submitted. Audit Committee approval is required to exceed the budget amount for a particular category of audit and permissible non-audit services and to engage the independent registered public accounting firm for any audit and permissible non-audit services not included in the budget. For both types of pre-approval, our Audit Committee considers whether such services are consistent with the Securities and Exchange Commission rules on auditor independence. Our Audit Committee may delegate pre-approval authority to the Chairperson of our Audit Committee. Our Audit Committee periodically monitors the services rendered and actual fees paid to the independent registered public accounting firm to ensure that such services are within the parameters approved by our Audit Committee.

Nominating and Governance Committee Matters

As noted above, our Nominating and Governance Committee currently consists of Messrs. Austin Brockenbrough, III (Chairman), Richard L. Morrill and R. Gregory Williams. The functions of our Nominating and Governance Committee include identifying, recruiting and recommending director candidates for nomination by our Board and determining and approving director compensation (except for a director who is also our Chief Executive Officer, whose compensation is determined solely by our Executive Compensation Committee). Our Nominating and Governance Committee’s functions are more fully described in the Nominating and Governance Committee Charter, which is available on our website and is also available in print to any shareholder upon request. See “Voting Information — Where can I find Tredegar’s corporate governance materials?” on page 4 of this proxy statement.

All members of our Nominating and Governance Committee are independent, as defined under the general independence standards of the New York Stock Exchange listing standards. Furthermore, the Governance Guidelines require that all members of our Nominating and Governance Committee be independent.

CORPORATE GOVERNANCE

Board of Directors

Our Board is currently composed of nine directors, five of whom our Board has determined are independent under the corporate governance listing standards of the New York Stock Exchange and our Governance Guidelines (see “Tredegar’s Board of Directors” beginning on page 7 of this proxy statement). The primary mission of our Board is to represent and protect the interests of our shareholders by overseeing management and acting in the best interests of Tredegar and our shareholders. Our Board has an independent, non-executive Chairman whose duties and responsibilities are separate and distinct from those of our Chief Executive Officer. The responsibilities of the standing committees of our Board are addressed separately in this proxy statement.

In addition to charters for the Audit Committee, the Executive Compensation Committee and the Nominating and Governance Committee of our Board, our corporate governance structure is enhanced with a comprehensive Code of Conduct and a set of Governance Guidelines, each as described below.

Code of Conduct

Our Code of Conduct applies to our officers, employees and directors, including our Chief Executive Officer and our Chief Financial Officer (who also serves the functions of Chief Accounting Officer and Controller). We have always conducted our business in accordance with the highest standards of conduct. Full compliance with the letter and spirit of the laws applicable to our businesses is fundamental to us. Equally important are honesty, integrity and fairness in our business operations and in our dealings with others. Diligently applying these standards makes good business sense and allows us to earn the trust and respect of our shareholders, employees, customers, suppliers, regulators and the communities in which we operate. We have provided employees, customers and suppliers with a number of avenues for the reporting of ethics violations or similar concerns, including an anonymous telephone hotline provided by a third-party vendor. Our Code of Conduct reflects the foregoing principles. Our Code of Conduct is available on our website and is also available in print to any shareholder upon request. See “Voting Information — Where can I find Tredegar’s corporate governance materials?” on page 4 of this proxy statement.

Governance Guidelines

Our Board has also adopted a set of Governance Guidelines that reflect our governance principles and our long-standing commitment to maintaining high corporate governance standards. Our Governance Guidelines are available on our website and are also available in print to any shareholder upon request. See “Voting Information — Where can I find Tredegar’s corporate governance materials?” on page 4 of this proxy statement.

Our Nominating and Governance Committee is responsible for periodically reviewing the Governance Guidelines and the Code of Conduct and for considering and, as necessary, making recommendations on governance issues that should be addressed by our Board.

Director Attendance at Annual Meeting of Shareholders

Our policy is that directors attend the annual meeting of shareholders. All of our directors who were directors at the time of the 2008 annual meeting of shareholders attended the 2008 annual meeting.

Director Continuing Education

We support the attendance of our directors at director education programs sponsored by third parties. Typically, director education programs focus on issues and current trends affecting directors of publicly-held companies. We reimburse our directors for tuition and expenses associated with attending these programs. In addition, we sponsor internal educational programs for our Board on topics developed in consultation with our directors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Messrs. John D. Gottwald, a director and our President and Chief Executive Officer, and William M. Gottwald, a director and a Vice Chairman of the Board, are brothers. In addition, Mr. Thomas G. Slater, Jr., is married to Mr. John D. Gottwald’s sister-in-law and is a partner of the law firm of Hunton & Williams LLP, which provides legal services to us on a variety of matters. Messrs. John D. Gottwald and William M. Gottwald (or the Gottwalds), together with members of their immediate families, may be deemed to be a “group” for purposes of Section 13(d)(3) of the Exchange Act, although there is no agreement between them with respect to the acquisition, retention, disposition or voting of Tredegar common stock. In addition, because members of the Gottwalds are directors and among our largest shareholders, they may be considered to be “control persons” of Tredegar and have the ability to control the recommendations of our Board.

On January 21, 2009, Floyd D. Gottwald, Jr. filed a new Schedule 13D to report his holdings of Tredegar common stock. As noted in Schedule 13D filings made by John D. Gottwald, William M. Gottwald and Floyd D. Gottwald, Jr. on January 21, 2009, because (i) there is no agreement among John D. Gottwald, William M. Gottwald and Floyd D. Gottwald, Jr. with respect to the acquisition, retention, disposition or voting of their shares of Tredegar common stock and (ii) Floyd D. Gottwald., Jr. does not serve in any decision-making capacity with Tredegar, they believe that these separate filings are more appropriate and that Floyd D. Gottwald, Jr. is not a part of the Gottwald “group.”

Our Audit Committee is primarily responsible for approving related person transactions. Our Audit Committee operates under a written charter, the relevant provisions of which require the Committee to review related person transactions for potential conflicts of interest situations. The Audit Committee reviews each related person transaction on a case by case basis and approves only those related person transactions that it determines in good faith to be in the best interest of Tredegar.

For purposes of this policy, a “related person transaction” has the same meaning as in Item 404 of Regulation S-K: any transaction, since the beginning of Tredegar’s last fiscal year, or any currently proposed transaction, in which Tredegar was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.

For purposes of this policy, a “related person” has the same meaning as in Item 404 of Regulation S-K: any person who was a director, a nominee for director or an executive officer of Tredegar during our preceding fiscal year (or an immediate family member of such a director, nominee for director or executive officer of Tredegar) or a beneficial owner of more than five percent of the outstanding Tredegar common stock (or an immediate family member of such owner).

In addition, pursuant to our Investment Conflict of Interest Policy, our Investment Policy Committee is responsible for approving any transactions by our employees, officers or directors involving investments in non-marketable securities in which we are also invested. Our Investment Policy Committee is composed entirely of independent directors.

STOCK OWNERSHIP

Below is information on the beneficial ownership of Tredegar common stock as of February 2, 2009 by each director and each executive officer named in the Summary Compensation Table on page 36 of this proxy statement. The table also shows the beneficial ownership of all directors and executive officers of Tredegar as a group as of February 2, 2009.

Security Ownership of Management


	Number of Shares with Sole Voting and Investment Power				Number of Shares with Shared Voting and Investment Power		Total Number of Shares			Percent of Class(a)

	Outstanding		Options

Directors, Nominees and Certain Executive Officers (b)
Austin Brockenbrough, III		41,969		—		7,160		49,129	(c)
Donald T. Cowles		7,469		—		—		7,469
D. Andrew Edwards		18,866		—		—		18,866
John D. Gottwald		1,966,484		—		1,038,841		3,005,325	(d)		8.86	%
William M. Gottwald		8,685		—		1,031,080		1,039,765	(e)		3.06	%
McAlister C. Marshall, II		1,883		—		—		1,883
Richard L. Morrill		8,169		—		—		8,169
George A. Newbill		754		—		—		754
Norman A. Scher		109,811		—		180		109,991
Larry J. Scott		26,511		—		—		26,511
Thomas G. Slater, Jr.		6,169		—		3,200		9,369	(f)
Nancy M. Taylor		63,312		22,500		30		85,842
R. Gregory Williams		7,769		—		2,000		9,769	(g)
All directors, nominees and executive officers as a group (15)(h)(i)		2,292,519		37,500		2,082,491		4,399,076			12.95	%

(a) Unless a specific percentage is noted in this column, each person owns less than 1% of the outstanding shares of Tredegar common stock.

(b) Some of the shares may be considered to be beneficially owned by more than one person or group listed and are included in the table for each.

(d) John D. Gottwald disclaims beneficial ownership of 193,303 shares of Tredegar common stock. See also Notes (a) and (b) to the “Security Ownership of Certain Beneficial Owners” table that follows.

(e) William M. Gottwald disclaims beneficial ownership of 185,542 shares of Tredegar common stock. See also Notes (a) and (b) to the “Security Ownership of Certain Beneficial Owners” table that follows.

(f) Thomas G. Slater, Jr., disclaims beneficial ownership of 3,200 shares of Tredegar common stock.

(g) R. Gregory Williams disclaims beneficial ownership of 2,000 shares of Tredegar common stock.

(h) The directors and executive officers have sole voting and investment power over their shares, except for those listed under the heading “Number of Shares with Shared Voting and Investment Power,” which are held by or jointly with spouses, by children or in partnerships or trusts. Any shares of Tredegar common stock held under our benefit plans for any director or executive officer are included in the number of shares over which that person has sole voting or investment power. Shares held by the trustees of those plans for other employees are not included. See Note (g) to the “Security Ownership of Certain Beneficial Owners” table that follows.

(i) Two directors, Messrs. John D. Gottwald and William M. Gottwald, share voting and investment power for 13,506 shares of Tredegar common stock. This overlap in beneficial ownership has been eliminated in calculating the total number of shares and the percentage of class owned by management as a group.

The table below lists any person (including any “group” as defined in Section 13(d)(3) of the Exchange Act) known to us who beneficially owned more than 5% of the shares of Tredegar common stock as of February 2, 2009.

Security Ownership of Certain Beneficial Owners


Names and Addresses of Beneficial Owners	Number of Shares of Common Stock			Percent of Class

John D. Gottwald and William M. Gottwald(a) c/o John D. Gottwald 1100 Boulders Parkway Richmond, VA 23225		4,877,121	(b)(c)	14.37	%

Dimensional Fund Advisors LP Palisades West, Building One 6300 Bee Cave Road Austin, TX 78746		3,170,950	(d)	9.35	%

Floyd D. Gottwald, Jr. c/o Albemarle Corporation 330 South Fourth Street Richmond, VA 23219		3,068,148		9.04	%

GAMCO Investors, Inc. One Corporate Center Rye, NY 10580-1435		2,850,083	(e)	8.40	%

Frank Russell Trust Company, as Trustee for the Tredegar Corporation Retirement Savings Plan(f) 909 A Street Tacoma, WA 98402		2,162,262	(g)	6.37	%

Barclays Global Investors, NA 400 Howard Street San Francisco, CA 94105		1,847,477	(h)	5.44	%

(a) Messrs. John D. Gottwald and William M. Gottwald, together with members of their immediate families, may be deemed to be a “group” for purposes of Section 13(d)(3) of the Exchange Act, although there is no agreement between them with respect to the acquisition, retention, disposition or voting of Tredegar common stock.

(b) Messrs. John D. Gottwald and William M. Gottwald, individually or together, have sole voting and investment power over all of the shares of Tredegar common stock disclosed except for 2,901,952 shares held by their respective wives and children, and in trusts, some of which might be deemed to be

beneficially owned by the Gottwalds under the rules and regulations of the Securities and Exchange Commission, but as to which the Gottwalds disclaim beneficial ownership.

(c) This amount includes 257,593 shares of Tredegar common stock owned of record by JPMorgan Chase Bank, N.A., as trustee of the Tredegar Corporation Retirement Savings Plan (or the Savings Plan), for the benefit of John D. Gottwald. This amount does not include shares held by the trustee of the Tredegar Savings Plan for the benefit of other employees.

(d) Based solely on the information contained in Amendment No. 4 to the Schedule 13G filed with the Securities and Exchange Commission on February 9, 2009.

(e) Based solely on the information contained in Amendment No. 3 to the Schedule 13D filed with the Securities and Exchange Commission on March 23, 2009.

(f) Effective February 13, 2009, the trustee for the Savings Plan was changed from Frank Russell Trust Company to JPMorgan Chase Bank, N.A.

(g) This amount includes 257,593 shares of Tredegar common stock owned of record by the trustee of the Savings Plan for the benefit of John D. Gottwald. The trustee votes shares of Tredegar common stock held under the Savings Plan according to instructions obtained from employees participating in the plan. If a participating employee does not give the trustee voting instructions, the trustee votes the employee’s shares according to our Board’s recommendations to the shareholders (as long as doing so is consistent with the trustee’s fiduciary duties). Because members of the Gottwald family are directors and our largest shareholders, they may be considered to be “control persons” of Tredegar and have the ability to control the recommendations of our Board.

(h) Based solely on the information contained in the Schedule 13G filed with the Securities and Exchange Commission on February 5, 2009.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy

We have two primary operating businesses — Film Products and Aluminum Extrusions. Both businesses are in highly competitive industries that require outstanding customer service and manufacturing efficiency. To lead and manage these businesses, we require high-caliber executive talent with strong vision and operational skills.

The objectives of our executive compensation plans are to attract, motivate and retain highly qualified executive officers. To accomplish these objectives, we rely on a pay strategy that emphasizes performance-based compensation through annual and long-term incentives. We believe that this pay strategy aligns with our business strategy of generating strong operating results and shareholder value creation while controlling fixed costs. In this manner, we believe that our executive compensation program supports and reinforces our business objectives and creates a strong link between pay and performance.

Allocations between short-term and long-term compensation opportunities and between cash and equity awards take into account market data, but may vary over time and among executives. This variance is desirable to maintain alignment between executive rewards and business priorities and is necessary to reflect both company-specific and individual factors relevant to pay decisions. Greater detail regarding these company-specific and individual factors is included in this discussion.

Process and Procedure for Determining Compensation of Executive Officers

The primary role of our Executive Compensation Committee (or, for purposes of this discussion, the Committee) is to develop and oversee the implementation of our philosophy with respect to the compensation of our executive officers, including the executive officers listed in the Summary Compensation Table on page 36 of this proxy statement (or the named executive officers). The Committee has the overall responsibility to evaluate the performance of and determine the compensation of our Chief Executive Officer and approve the compensation structure for our other executive officers. Our Chief Executive Officer makes specific recommendations to the Committee regarding the compensation of the other executive officers based on the compensation structure approved by the Committee. After review and discussion, the Committee gives its final approval. The Committee reports regularly to our Board on matters relating to the Committee’s actions.

Under its charter, the Committee has the authority to engage compensation consultants to assist the Committee in fulfilling its responsibilities. In 2008, the Committee engaged Pearl Meyer & Partners (or Pearl Meyer) as its outside advisor for executive compensation. Pearl Meyer reported directly to the Committee, and the scope of its work was directed by the Committee. In 2008, the Committee directed Pearl Meyer to provide a market competitive assessment of executive compensation levels for our named executive officers. Based on this request, Pearl Meyer’s services to the Committee in 2008 included the following:


	•	the development of a peer group for compensation comparisons;

	•	the identification of relevant published compensation survey data;

	•	the collection and analysis of compensation levels for similar positions in similar companies;

	•	a comparison of Tredegar’s pay levels and pay mix relative to market practices;

	•	a comparison of Tredegar’s performance relative to peer company performance; and

	•	an assessment of Tredegar’s short-term and long-term incentive plan designs.

Pearl Meyer completed a competitive market study for the Committee to use in its deliberations regarding the approval of compensation arrangements for 2008. This study relied on 2008 proxy statements and published compensation survey sources, which provided the latest available pay data at the time.

The competitive market study was based on the pay data and executive compensation practices at the following 15 companies, which were chosen because they operate in similar industries, with similar annual revenues, market capitalization and profitability (collectively referred to as the peer group):


Company Name	2007 Revenues $ millions			Market Cap August 2008			2007 EBIT Margin(1)
Silgan Holdings Inc.		$	2,923		$	1,983		9.1	%
Mueller Industries		$	2,699		$	1,042		6.9	%
Hercules Inc.		$	2,136		$	2,429		14.1	%
Griffon Corp.		$	1,617		$	370		2.4	%
AptarGroup Inc.		$	1,892		$	2,741		11.2	%
Century Aluminum Co.		$	1,798		$	2,392		16.9	%
Spartech Corp.		$	1,452		$	322		5.3	%
Polymer Group Inc.		$	1,060		$	224		5.7	%
Chesapeake Corp.		$	1,060		$	26		3.5	%
Constar International Inc.		$	882		$	23		2.1	%
AEP Industries Inc.		$	786		$	125		7.2	%
Myers Industries Inc.		$	919		$	464		6.5	%
Buckeye Technologies Inc.		$	826		$	361		12.2	%
Neenah Paper Inc.		$	991		$	283		5.6	%
Rogers Corp.		$	431		$	719		6.5	%
Median Statistics		$	1,060		$	370		6.5	%

Data from S&P’s Research Insight

(1) EBIT Margin is defined as earnings before interest and taxes divided by revenue.

The same peer group was used for pay and performance comparisons. Published compensation survey data was used in addition to peer group data to arrive at a “market consensus” pay level for each executive officer. The peer group and published compensation survey data (collectively referred to as market data or levels) were weighted equally in calculating the market consensus pay level for each executive officer.

In determining the compensation of our Chief Executive Officer and approving the compensation structure for our other executive officers, the Committee considers our performance, individual executive performance, recommendations from the Chief Executive Officer (for all positions other than the CEO position), and peer group and published compensation survey data. The Committee also reviews tally sheets prepared by management showing all elements of compensation and total compensation payable to each named executive officer. This ensures that the Committee has a total compensation perspective when making decisions regarding specific elements of the compensation program.

Executive Officer Compensation Program

The core elements of the compensation program for our executive officers are described below:


Element	Description	Objective

Base salary and bonus	Fixed compensation	Reflects competitive market compensation, individual performance, experience and level of responsibility

	Discretionary cash bonus for exemplary service to Tredegar	Rewards exemplary service to Tredegar

Annual incentives	Short-term variable compensation via the 2008 annual incentive plan	Rewards achievement of financial performance goals and individual performance objectives

Long-term incentives	Long-term variable compensation via the 2004 Equity Incentive Plan	Rewards achievement of long- term performance goals and shareholder value creation

Health and Welfare Benefits	401(k) Plan, Insurance and Savings Plan Benefit Restoration Plan	Provides competitive benefits and savings opportunities for retirement

Pension⁽¹⁾	Retirement Income Plan and Supplemental Retirement Benefit Restoration Plan	Provides retirement security

(1) Effective January 1, 2007, we closed the Pension Plan to new employees and froze the pay for active employees used to compute benefits as of December 31, 2007. Subject to the terms of the Pension Plan, Participants will, however, continue to earn benefit credit for each year of service after 2007.

Elements of Compensation

Base Salaries

We provide our executive officers with base salaries that are targeted within competitive market levels and that reflect the executive’s skills and abilities, experience, responsibility, internal equity, performance and potential. In order to control fixed costs, we generally target base salaries around the 50th percentile market level. The Committee believes setting base salaries at this level allows us to attract, motivate and retain highly qualified executive officers while maintaining an appropriate cost structure. However, other company-specific and executive-specific factors are equally if not more important in the final determination of base salary levels.

For 2008, the Committee determined annual base salary increases based on a variety of factors including individual performance, competitiveness of the officer’s salary, our financial condition, operating results and other variable components of compensation (i.e., annual and long-term incentives). In setting Mr. Gottwald’s compensation, the Committee considered, in addition to the previously described factors, Mr. Gottwald’s ownership of a significant amount of Tredegar common stock, together with the fact that his total compensation for 2007 was well below market levels. After considering the relevant data, and in recognition of the contributions made and expected to be made by Mr. Gottwald, the Committee determined that Mr.

Gottwald’s compensation should be brought more in line with market base salaries for chief executive officers. For 2008, the following salary increases were approved for each named executive officer:


Named Executive Officer	2007 Salary		2008 Salary		% Increase

John D. Gottwald	$	360,000	$	540,000		50	%

D. Andrew Edwards	$	281,780	$	298,680		6	%

Nancy M. Taylor	$	299,358	$	317,328		6	%

Larry J. Scott	$	181,055	$	186,480		3	%

McAlister C. Marshall, II	$	257,500	$	272,952		6	%

Aggregate NEOs	$	1,379,693	$	1,615,440		17	%

For Mr. Gottwald, the increase in base salary was the next step in the process of increasing his base salary to be more in line with market pay levels. For Ms. Taylor, Mr. Edwards and Mr. Marshall, their increases were partially based on performance (merit adjustment) and partially based on current market positioning (market adjustment) given their level of experience. Mr. Scott received only a merit-based adjustment to base salary. Mr. Marshall terminated his employment with Tredegar on September 5, 2008.

In terms of current market positioning, the Pearl Meyer study provided the following comparison of base salary relative to market data for each named executive officer:


Named Executive Officer	2008 Tredegar Base Salary		2008 Market Base Salary (@ 50th Percentile)		Tredegar Base Salary v. Market (@ 50th Percentile)

John D. Gottwald	$	540,000		$725,000		74.5	%

D. Andrew Edwards	$	298,680		$350,000		85	%

Nancy M. Taylor	$	317,328		$425,000		75	%

Larry J. Scott	$	186,480		$165,000		113	%

Based on advice from Pearl Meyer, we consider salaries to be aligned with our targeted market position as long as actual salaries are within plus or minus 10% of the specified market level (i.e., between 90% and 110% of the 50th percentile). Three of our executives have a base salary below the targeted range (i.e., below 90% of the 50th percentile), and one executive is above the range (i.e., above 110% of the 50th percentile). The Committee believes that the skills that this employee has after many years of experience in our businesses provide contributions to Tredegar beyond those of the employee’s peers at comparable companies.

Bonuses

From time to time, we provide our executive officers with discretionary cash bonuses, which are intended to reward exemplary service to Tredegar. For 2008, the CEO recommended and the Committee approved a cash bonus to Ms. Taylor in the amount of $75,000. This discretionary bonus was recommended and approved to acknowledge Ms. Taylor’s significant contributions to the Company’s performance, not only as President of the Film Products Division, but also her contributions to Tredegar’s strategic plan.

Annual Incentives

Annual incentive opportunities serve to link executive rewards to our financial performance and the achievement of individual objectives. Our strategy is to target annual incentive opportunities around the 50th percentile (i.e., median market level) for achieving targeted performance levels, with upside opportunity to earn above 50th percentile incentives when performance goals are exceeded. For 2008, each named executive officer had the following award opportunities as a percentage of base salary:


Named Executive Officer	Threshold Bonus %			Target Bonus %			Maximum Bonus %

John D. Gottwald		50	%		100	%		200	%

D. Andrew Edwards		25	%		50	%		100	%

Nancy M. Taylor		27.5	%		55	%		110	%

Larry J. Scott		22.5	%		45	%		90	%

McAlister C. Marshall, II		22.5	%		45	%		90	%

In terms of competitive positioning, the Pearl Meyer study provided the following comparison of Tredegar’s annual incentive target opportunities (as a percentage of base salary) relative to market data for each named executive officer:


Named Executive Officer	Tredegar Target			Market Target

John D. Gottwald		100	%		74	%

D. Andrew Edwards		50	%		57	%

Nancy M. Taylor		55	%		58	%

Larry J. Scott		45	%		43	%

McAlister C. Marshall, II		45	%		49	%

Mr. Gottwald’s target incentive opportunity as a percent of salary is higher than the market target to account for the fact that his base salary remains low relative to market base salaries. The combination of Mr. Gottwald’s base salary and target incentive opportunity produces a total cash compensation opportunity that remains below the market 50th percentile.

As in prior years, the 2008 Cash Incentive Plan measured performance using a combination of financial performance and individual goals and objectives. However, the financial performance target must be achieved before any incentives can be earned. The following table sets forth the weightings applied to these categories in 2008 for each named executive officer:


	2008 Cash Incentive Plan Weightings

Named Executive Officer	Corporate			Division			Individual

John D. Gottwald		50	%		0	%		50	%

D. Andrew Edwards		50	%		0	%		50	%

Nancy M. Taylor		0	%		70	%		30	%

Larry J. Scott		50	%		0	%		50	%

McAlister C. Marshall, II		50	%		0	%		50	%

For 2008, financial performance was measured by economic profit added (or EPA). We use EPA to measure the financial performance of our manufacturing operations. EPA excludes from earnings unusual items and losses associated with plant shutdowns, asset impairments and restructurings, gains from the sale of assets, investment write-downs, gains and losses from non-manufacturing operations, stock option charges under SFAS 123 or SFAS 123(R), pension income or expense for the Retirement Income Plan and other special items that may be recognized or accrued under U.S. generally accepted accounting principles. The accounting principles used in determining EPA are applied on a consistent basis with the immediately prior year with exceptions approved by our Chief Executive Officer and Chief Financial Officer.

In addition, for the purpose of EPA-based incentive award computations in 2008, EPA excluded the following items:


	•	discretionary bonuses since amounts are unpredictable, uncontrollable at the management level and possibly significant; and

	•	accounting charges for stock unit awards to our CEO.

The Committee believes that EPA is an effective and appropriate performance measure for incentive compensation at Tredegar because it reflects both income statement performance and capital discipline. For each of the named executive officers other than Ms. Taylor, EPA from manufacturing operations was measured based on our consolidated results; for Ms. Taylor EPA was measured based on the performance of the Film Products Division, which Ms. Taylor leads. The Committee believes that measuring EPA on a Division basis for Ms. Taylor and on a consolidated basis for the other named executive officers appropriately aligns incentive opportunities with each named executive officer’s scope of responsibility and accountability.

The Committee reviewed and approved the financial goals used for the 2008 Cash Incentive Plan, and believed that the degree of stretch performance required for target and maximum payouts, which was consistent in degree of difficulty to the 2007 Cash Incentive Plan, appropriately aligned pay and performance. The financial performance goals used for the 2008 Cash Incentive Plan were as follows:


	Threshold			2008 EPA Targets (Thousands $) Target			Maximum
Film Products		(7,000	)		(4,638	)		(777	)
Aluminum		(1,000	)		2,500			3,900
Corporate		(17,496	)		(12,249	)		(8,007	)

In addition to these financial performance goals, the Committee included individual performance goals in determining an executive’s incentive payments under the 2008 Cash Incentive Plan. Individual performance categories for our Chief Executive Officer included: (1) the development, implementation and execution of strategies at both corporate and operating company levels, (2) company financial and operational results, (3) organizational stability and effectiveness, and (4) succession planning and management development. With respect to the other executive officers, individual performance metrics were drawn from the following categories: budgets, compliance objectives, successor development objectives, risk management objectives, strategic investment objectives, operating profit, cost reductions, development of strategic plans, process improvement and organizational effectiveness. Specific measurements are assigned to each individual performance objective early in the year for which the performance will be measured and results are determined based on the assessment of the degree of accomplishment of each objective. The Committee does not apply a precise formula in linking individual results to incentive payment amounts, but rather uses these accomplishments, or lack of accomplishment, to determine the incentive amount applicable to the individual component of the formula, up to 100% of the weighting for the individual component.

Both Aluminum and Corporate met the 2008 EPA goals between the threshold and target levels, with EPA for Aluminum of $363 and EPA for Corporate of $(16,110). Payments in excess of the threshold level are determined based on a straight line interpolation of the EPA between the threshold and target level. The Committee approved the following incentive payments for the following named executive officers:


Named Executive Officer	Percent of Base Salary		Dollar Value of Annual Incentive

John D. Gottwald	54.6	%		$	294,700

D. Andrew Edwards	27.3	%		$	81,501

Larry J. Scott	24.6	%		$	45,796

In the case of Messrs. Edwards and Scott, these amounts were determined based on the incentive formula for EPA performance and the CEO’s assessment of Messrs. Edwards’ and Scott’s performance relative to their individual goals and objectives. In the case of Mr. Gottwald, the amount was determined based on the incentive formula for EPA performance and the Board’s assessment of Mr. Gottwald’s performance relative to his individual goals and objectives. The Committee reviewed and confirmed Tredegar’s performance results before approving payouts under the 2008 Cash Incentive Plan.

Because EPA goals were not achieved for the Film Products Division, Ms. Taylor received no incentive payment under the 2008 Cash Incentive Plan. Mr. Marshall terminated his employment with Tredegar on September 5, 2008 and received no incentive payment under the 2008 Cash Incentive Plan.

Long-Term Incentives

Long-term incentives, primarily equity-based awards, are an important element of our compensation program. The 2004 Plan allows for the granting of stock options, restricted stock, stock appreciation rights and other equity awards based on Tredegar common stock, as well as performance-based long-term incentive cash awards. We believe long-term incentives, such as those permitted by the 2004 Plan, promote our success by focusing employee efforts on achieving those performance goals that lead to long-term growth of shareholder value.

The 2004 Plan reserved 2,000,000 shares for use by the Committee in providing equity-based long-term incentive awards to executive officers, employees, and other individuals providing valuable services to Tredegar or our subsidiaries. In addition, to recognize the different economic impact of certain option awards and non-option awards, no more than an aggregate of 600,000 shares (30% of the shares reserved) may be granted under the 2004 Plan in the form of non-option awards. For a further discussion of the 2004 Plan, see “Compensation of Executive Officers — Tredegar Corporation 2004 Equity Incentive Plan” beginning on page 40 of this proxy statement.

In 2008, the Committee reviewed and considered various forms and methods of providing long-term incentive compensation opportunities to the named executive officers. After considering factors such as pay and performance alignment, shareholder alignment, retention goals, accounting cost, share usage, shareholder dilution, the ratio of short-term and long-term compensation, tax implications, peer group practices, and market trends, the Committee approved the use of performance stock units (or Performance Units) and stock options under our 2004 Plan. Performance Units are an unfunded promise to deliver shares of common stock in the future upon achievement of both performance and service conditions.

Based upon the considerations described above, in 2008 the Committee approved the following Performance Unit grants to each named executive officer:


Named Executive Officer	Performance Measure	Grant Date	Award

John D. Gottwald	2009 EPA and 2009 EPS from Operations	2/21/08	40,000

D. Andrew Edwards	2009 EPA and 2009 EPS from Operations	2/21/08	8,500

Nancy M. Taylor	2009 EPA and 2009 EPS from Operations	2/21/08	12,000

Larry J. Scott	2009 EPA and 2009 EPS from Operations	2/21/08	4,000

McAlister C. Marshall, II	2009 EPA and 2009 EPS from Operations	2/21/08	7,500

Each of the named executive officers received a grant of Performance Units tied 50% to 2009 EPA goals and 50% to 2009 earnings per share (EPS) from Operations goals; if the performance criteria for 2009 for both 2009 EPA and 2009 EPS from Operations goals are satisfied, the shares will vest on March 31, 2010. Mr. Marshall terminated his employment with Tredegar on September 5, 2008, and the Performance Units granted to him were cancelled as of that date. The Committee believes that this design effectively balances the performance and retention objectives of the long-term incentive program.

During 2008, the Committee also approved the following non-qualified stock option grants to each named executive officer:


Named Executive Officer	Grant Date	Award

John D. Gottwald	2/21/08	100,000

D. Andrew Edwards	2/21/08	22,000

Nancy M. Taylor	2/21/08	30,000

Larry J. Scott	2/21/08	10,000

McAlister C. Marshall, II	2/21/08	20,000

These stock options vest two years from the date of grant, provided the named executive officer is employed or provides services to Tredegar on the vesting date, and have a seven-year term. The Committee approves stock option awards only following receipt of advice that we are not in possession of material non-public information. Furthermore, we do not time or plan to time our release of material non-public information for the purpose of affecting the value of executive compensation. Mr. Marshall terminated his employment with Tredegar on September 5, 2008, and the stock options granted to him in 2008 were cancelled as of that date.

In 2007, the Committee awarded Performance Units based on the achievement of 2008 EPA from manufacturing operations targets discussed under “Annual Incentives” above. The Film Products Division’s actual 2008 EPA performance was below threshold and, therefore, none of the Performance Units contingent upon 2008 EPA performance were earned by the participants, including Ms. Taylor. Tredegar’s and the Aluminum Extrusions Division’s actual 2008 EPA performance was between the threshold and target levels; therefore, the following Performance Units contingent upon 2008 EPA performance were earned by the named executive officers and will vest on June 30, 2009, provided the named executive officer is employed or provides services to Tredegar on the vesting date:


Named Executive Officer		Performance Units Earned

John D. Gottwald		18,691

D. Andrew Edwards		7,008

Larry J. Scott		5,840

Other Benefits for Chief Executive Officer and Executive Officers

In addition to the cash and equity compensation discussed above, we provide our Chief Executive Officer and other named executives with the same benefits package available to all of our salaried employees. When setting and determining annual compensation, the Committee reviews and considers all elements of compensation, including the benefits listed below:


	•	health and dental insurance (portion of costs);

	•	basic life insurance;

	•	long-term disability insurance;

	•	Savings Plan and Savings Plan Benefit Restoration Plan (401(k) plan); and

	•	Tredegar Corporation Retirement Income Plan (defined benefit pension plan) (the Pension Plan).

We have also historically provided to a limited number of key executives, including Messrs. Gottwald and Scher (our former CEO and currently a director), a supplemental executive retirement program, or “SERP,” known as the Tredegar Corporation Retirement Benefit Restoration Plan. See “Pension Benefits” beginning on page 43 of this proxy statement for additional information. Effective December 31, 2005, however, we terminated further participation in our SERP and froze benefit accruals for existing participants as part of our efforts to maintain an appropriate cost structure.

In 2007, we redesigned our retirement programs to better meet the needs of today’s mobile workforce, permit more individual involvement in retirement planning and be more affordable, predictable and controllable in terms of cost. While we believe that the Savings Plan generally met these objectives, we determined that the unpredictability of the cost under the defined benefit pension plan was undesirable. Therefore, we made the decision to shift our focus from the defined benefit pension plan to the defined contribution plan for all salaried employees and for hourly employees at Lake Zurich and Red Springs. We paid particular attention to minimizing the potential negative impact the changes may have on the longer service employees who were closer to retirement.

Effective January 1, 2007, we implemented the following changes to our retirement programs:


	•	We closed the Pension Plan to new employees and froze the pay for active employees used to compute benefits as of December 31, 2007. Participants will, however, continue to earn benefit credit for each year of service after 2007, subject to the terms of the Pension Plan.

	•	We began making matching contributions to the Savings Plan of $1.00 for every $1.00 the participant contributes, up from the prior contribution of 50 cents for each $1.00 the participant contributed. The maximum matching contribution was up to 6% of an employee’s base pay for 2008.


	•	We adopted immediate vesting for active employees of past matching contributions to the Savings Plan as well as future matching contributions as opposed to the five-year incremental vesting scale that was in place, and we began enrolling newly hired employees automatically at 3% of base pay, unless they elect to enroll at a different level.

On October 29, 2007, we announced changes to our health care plan, which took effect on January 1, 2008. In summary, we are offering employees a triple option plan consisting of a “core” medical plan, which provides lesser benefits than the previous plan, a “buy-up” plan, which provides benefits that are substantially similar to those offered under the previous plan but at a premium to employees, and a high deductible health plan. Our contribution is based upon the coverage level selected by the employee, irrespective of the employee’s choice of medical plan. The purpose of the change is to reduce overall plan cost while maintaining a competitive benefits offering.

We do not provide executives with additional perquisites that many companies have used as additional compensation, such as:


	•	executive employment contracts upon entering into employment with the company;

	•	company cars or vehicle allowances;

	•	personal use of corporate assets; and

	•	company-funded deferred compensation programs.

We do not believe that these types of programs are currently needed to attract, motivate and retain highly qualified executive officers.

Corporate Tax and Accounting Considerations

The Internal Revenue Code disallows corporate tax deductions for executive compensation in excess of $1 million for any of our Chief Executive Officer or the next four most highly-compensated officers of Tredegar. Internal Revenue Code Section 162(m) allows certain exemptions to the deduction cap, including pay programs that depend on formulas and, therefore, are “performance-based.”

The Committee considers the deductibility of compensation when reviewing and approving pay levels and pay programs, but reserves the right to award compensation that is not deductible under 162(m) if it is determined to be in the best interests of Tredegar and our shareholders. At the present time, we are not at risk of losing a deduction under 162(m) because no individual covered by the law receives compensation in excess of $1 million.

As noted above, we attempt to operate in a manner that maintains an appropriate cost structure. As part of our efforts, we regularly review the accounting treatment of different forms of compensation, including the forms of awards available under the 2004 Plan, to determine which forms of awards, if any, (1) serve to motivate appropriately our executive officers to enhance shareholder value and (2) enable us to operate within an appropriate cost structure.

EXECUTIVE COMPENSATION COMMITTEE REPORT

The Executive Compensation Committee has the overall responsibility of evaluating the performance and determining the compensation of the Chief Executive Officer and approving the compensation structure for Tredegar’s other executive officers. In fulfilling its responsibilities, the Executive Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this proxy

statement with management. Based on such review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this proxy statement.

Executive Compensation Committee:


	Richard L. Morrill, Chairman
	Donald T. Cowles
	George A. Newbill

February 12, 2009

COMPENSATION OF EXECUTIVE OFFICERS

This table shows information with respect to the total compensation of our Chief Executive Officer, our Chief Financial Officer and the three other highest compensated executive officers for their services to Tredegar for the fiscal years ended December 31, 2008, 2007 and 2006. This table includes information for Mr. Marshall who would have been included in this table had he been an executive officer as of December 31, 2008 (see Notes (14) and (15) to this table).

Summary Compensation Table


Name and Principal Position	Year		Salary($)			Bonus($)		Stock Awards($)⁽¹⁾			Option Awards($)⁽²⁾		Non- Equity Incentive Plan Compen- sation($)⁽³⁾		Change in Pension Value and Non- qualified Deferred Compensation Earnings($)			All Other Compen- sation($)			Total($)

John D. Gottwald President and Chief Executive Officer⁽⁴⁾		2008		510,000			-0-		157,345			252,500		294,700		56,562	⁽⁶⁾		32,394	⁽¹²⁾		1,333,000
																29,499	⁽⁷⁾
		2007		347,500			100,000		244,309			-0-		-0-		21,573	⁽⁸⁾		22,543			735,925
																-0-	⁽⁹⁾
		2006		245,833	⁽⁵⁾		-0-		-0-			-0-		427,500		67,483	⁽¹⁰⁾		13,963			790,680
																35,901	⁽¹¹⁾
D. Andrew Edwards Vice President, Chief Financial Officer and Treasurer		2008		295,863			-0-		97,866			63,324		81,501		26,429	⁽⁶⁾		19,370	⁽¹²⁾		584,353
		2007		278,708			95,000		58,044			46,643		-0-		15,555	⁽⁸⁾		18,299			512,249
		2006		262,276			-0-		22,320			38,209		138,257		36,205	⁽¹⁰⁾		14,670			511,937
Nancy M. Taylor Executive Vice President and President, Tredegar Film Products		2008		314,333			75,000		22,320	⁽¹³⁾		87,411		-0-		36,295	⁽⁶⁾		20,499	⁽¹²⁾		555,858
		2007		296,094			30,000		133,463			69,964		82,142		13,175	⁽⁸⁾		19,353			644,191
		2006		278,636			32,000		22,320			57,313		167,864		35,368	⁽¹⁰⁾		15,492			608,993
Larry J. Scott Vice President, Audit		2008		185,576			-0-		85,271			33,024		45,796		64,658	⁽⁶⁾		12,571	⁽¹²⁾		426,896
Larry J. Scott Vice President, Audit		2007		180,176			50,000		52,090			46,643		-0-		90,536	⁽⁸⁾		12,228			431,673
		2006		175,067			-0-		22,320			38,209		92,285		64,106	⁽¹⁰⁾		10,165			402,152
McAlister C. Marshall, II⁽¹⁴⁾ Vice President, General Counsel and Secretary		2008		184,562			-0-		-0-			-0-		-0-		-0-	⁽¹⁵⁾		11,314	⁽¹²⁾		195,876
		2007		256,250			80,000		40,644			33,150		-0-		8,947	⁽¹⁵⁾		11,983			430,974
		2006		62,500			30,000		2,681			8,174		-0-		-0-	⁽¹⁵⁾		2,500			105,855

(1) Represents the dollar amount we recognized for financial reporting purposes for the fiscal years ended on December 31, 2008, 2007 and 2006 computed in accordance with FAS 123R, and, therefore, includes amounts recognized in respect of awards granted in and prior to 2008, 2007 and 2006. For purposes of calculating these amounts, we have used the same assumptions used for financial reporting purposes under GAAP. For a description of the assumptions we used, see Note 1 to our financial statements, which is

included in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2008, 2007 and 2006, and are incorporated by reference into this proxy statement.

(2) Represents the dollar amount we recognized for financial reporting purposes for the fiscal years ended December 31, 2008, 2007 and 2006 computed in accordance with FAS 123R, and, therefore, includes amounts recognized in respect of awards granted in and prior to 2008, 2007 and 2006. For purposes of calculating these amounts, we have used the same assumptions used for financial reporting purposes under GAAP. For a description of the assumptions we used, see Note 1 to our financial statements, which is included in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2008, 2007 and 2006, and are incorporated by reference into this proxy statement. The actual value a named executive officer may receive depends on market prices and there can be no assurance that the amounts reflected in the Option Awards column will actually be realized. No gain to a named executive officer is possible without an appreciation in stock value.

(3) Represents cash awards to the named executive officers under Tredegar’s annual incentive plans for 2008, 2007 and 2006.

(4) Mr. Gottwald was elected President and Chief Executive Officer of Tredegar effective March 1, 2006. He previously served as Chairman of the Board.

(5) Mr. Gottwald’s salary for 2006 included $8,333 for January and February when he served as Chairman of the Board. The remaining $237,500 was his salary for the period March through December when he served, as he continues to serve, as President and Chief Executive Officer.

(6) This amount represents the change in actuarial present value in the Tredegar Corporation Retirement Income Plan (or the Pension Plan), from December 31, 2007 to December 31, 2008. For purposes of computing the actuarial present value of the accrued benefit payable to the named executive officers, we have used the following assumptions:


	12/31/2006	12/31/2007	12/31/2008

Discount Rate	5.75%	6.25%	6.50%

Mortality Table	RP-2000 Combined Healthy Mortality Table, projected with Scale AA to 2008

Retirement Age	Age 60, or current age, if older

Preretirement Decrements	None

Payment Option	Single life annuity with five years of benefits guaranteed

For a description of the assumptions we used, see Note 11 to our financial statements and the discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Pension Benefits” both of which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and incorporated by reference into this proxy statement.

(7) This amount represents the change in actuarial present value of Mr. Gottwald’s benefit under the Tredegar Corporation Retirement Benefit Restoration Plan (or the Restoration Plan) from December 31, 2007 to December 31, 2008. Mr. Gottwald is the only named executive officer who participates in the Restoration Plan. For purposes of computing the actuarial present value of the accrued benefit payable to Mr. Gottwald, we have used the same assumptions indicated in Footnote 6 above. Benefit accruals under the Restoration Plan were frozen as of December 31, 2005. For a description of the assumptions we used, see Note 11 to our financial statements and the discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Pension Benefits” both of which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and incorporated by reference into this proxy statement.

(8) This amount represents the change in actuarial present value in the Pension Plan from December 31, 2006 to December 31, 2007. For purposes of computing the actuarial present value of the accrued benefit payable to the named executive officers, we have used the same assumptions indicated in Footnote 6 above. For a description of the assumptions we used, see Note 11 to our financial statements and the discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Pension Benefits” both of which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and incorporated by reference into this proxy statement.

(9) The actuarial present value of Mr. Gottwald’s benefit under the Restoration Plan decreased by $10,697 from December 31, 2006 to December 31, 2007. For purposes of computing the actuarial present value of the accrued benefit payable to Mr. Gottwald, we have used the same assumptions indicated in Footnote 6 above. Benefit accruals under the Restoration Plan were frozen as of December 31, 2005. For a description of the assumptions we used, see Note 11 to our financial statements and the discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Pension Benefits” both of which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and incorporated by reference into this proxy statement.

(10) This amount represents the change in actuarial present value in the Pension Plan from December 31, 2005 to December 31, 2006. For purposes of computing the actuarial present value of the accrued benefit payable to the named executive officers, we have used the same assumptions indicated in Footnote 6 above. For a description of the assumptions we used, see Note 11 to our financial statements and the discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Pension Benefits” both of which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and incorporated by reference into this proxy statement.

(11) This amount represents the change in actuarial present value of Mr. Gottwald’s benefit under the Restoration Plan from December 31, 2005 to December 31, 2006. For purposes of computing the actuarial present value of the accrued benefit payable to Mr. Gottwald, we have used the same assumptions indicated in Footnote 6 above. Benefit accruals under the Restoration Plan were frozen as of December 31, 2005. For a description of the assumptions we used, see Note 11 to our financial statements and the discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Pension Benefits” both of which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and incorporated by reference into this proxy statement.

(12) These amounts include the following:


Name	Matching Contributions under the Tredegar Corporation Retirement Savings Plan($)	Matching Contributions under the Tredegar Corporation Savings Plan Benefit Restoration Plan($)	Dividends On Shares In the Tredegar Corporation Savings Plan Benefit Restoration Plan($)	Dividends on Shares of Restricted Stock($)	Total($)

John D. Gottwald	13,542	17,058	1,794	-0-	32,394

D. Andrew Edwards	13,272	4,480	337	1,280	19,369

Nancy M. Taylor	13,800	5,059	360	1,280	20,499

Larry J. Scott	8,337	2,797	157	1,280	12,571

McAlister C. Marshall, II	11,074	-0-	-0-	240	11,314

(13) For 2008, we reported amounts recognized for stock awards granted to Ms. Taylor that we expect to vest in future periods. Stock awards related to 2007 and 2008 targeted performance levels for Film

Products will not vest. The reversal of 2007 FAS 123R expense ($111,143), or any additional expense that might have been recognized in 2008, have not been included in the amounts reported for 2008.

(14) We hired Mr. Marshall on October 1, 2006, and he resigned on September 5, 2008.

(15) As noted above, Mr. Marshall resigned on September 5, 2008. He neither attained normal retirement age nor had five years of vesting service and therefore had no benefit under the Pension Plan. As a result, the actuarial present value of his benefit under the Pension Plan decreased by $8,947 from December 31, 2007 to September 5, 2008.

Employment Agreements

On August 12, 2008, Tredegar entered into a Severance Agreement (or the Agreement) with Mr. Edwards. Given the difficulty of attracting and retaining high quality finance leaders, as well as Mr. Edwards’ long tenure with Tredegar giving him a unique company perspective and the significant contributions he has made and is expected to continue to make to Tredegar, the Executive Compensation Committee decided it to be in Tredegar’s best interest to enter into the Agreement with Mr. Edwards. Under the terms of the Agreement, should Mr. Edwards be terminated without cause or resign with good reason (as such terms are defined in the Agreement), he will be entitled to a payment equal to the greater of $600,000 or two times his base salary, payment of the current year’s annual incentive as if his employment continued through the date the annual bonuses are paid, accelerated vesting of options and restricted stock, which options will remain exercisable for the terms set forth in their relevant option agreements, settlement of outstanding stock units as if his employment continued through the settlement date of those awards, reimbursement of COBRA premiums and up to $25,000 in outplacement benefits.

In addition, under the terms of the Agreement and in consideration of the payments set forth in the Agreement, Mr. Edwards covenants not to compete with Tredegar for a two-year period following the date of his termination without cause or resignation with good reason, subject to limited exceptions, as a principal, agent, employee, employer, consultant, co-partner or otherwise, or in any other individual or representative capacity, directly or indirectly, to render any services for a competitor (as defined in the Agreement) that are substantially similar to or the same as those Mr. Edwards provided to Tredegar.

The Agreement will have an initial term of five years and thereafter will be extended annually, unless a majority of the Board decides that the term will not be extended.

Grants of Plan-Based Awards

The following table presents information regarding grants of plan-based awards to the named executive officers during the fiscal year ended December 31, 2008.


Name	Grant Date	Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)	All Other Option Awards: Number of Securities Underlying Options (#)(3)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)

		Threshold ($)	Target ($)	Maximum ($)	Target (#)

John D. Gottwald
		270,000	540,000	1,080,000
	2/21/2008				40,000			619,200
	2/21/2008					100,000	15.80	606,000

D. Andrew Edwards
		75,000	150,000	300,000
	2/21/2008				8,500			131,580
	2/21/2008					22,000	15.80	133,320

Nancy M. Taylor
		130,003	260,005	520,010
	2/21/2008				12,000			185,760
	2/21/2008					30,000	15.80	181,800

Larry J. Scott
		41,958	83,916	167,832
	2/21/2008				4,000			61,920
	2/21/2008					10,000	15.80	60,600

McAlister C. Marshall, II(4)
		61,414	122,828	245,657
	2/21/2008				7,500			116,100
	2/21/2008					20,000	15.80	121,200

(1) Represents the annual incentive opportunities under the 2008 Cash Incentive Plan. The actual amount paid to each named executive officer under the 2008 Cash Incentive Plan is included under “Summary Compensation Table – Non-Equity Incentive Plan Compensation” above.

(2) Represents Performance Units granted in 2008.

(3) Represents options granted to each named executive officer under the 2004 Plan.

(4) Mr. Marshall resigned his employment with us on September 5, 2008, and he is therefore not eligible for payment. Mr. Marshall also forfeited all unvested Performance Units and stock options.

Tredegar Corporation 2004 Equity Incentive Plan

Tredegar Corporation has a 2004 Equity Incentive Plan (or the 2004 Plan), which our shareholders approved. The purposes of the 2004 Plan are to assist in recruiting and retaining the services of individuals with high ability and initiative, provide greater incentives for employees and other individuals who provide valuable services to us and our subsidiaries and associate the interests of those persons with those of Tredegar and our shareholders. As noted under “Approval of the Amended and Restated 2004 Equity Incentive Plan” beginning on page 50 of this proxy statement, we are asking our shareholders to approve amendments to the 2004 Plan. For more information on the 2004 Plan and the proposed amendments, please see the discussion on page 50 of this proxy statement.

2008 Grants

During 2008, we made grants of performance-based stock units (or Performance Units) under the 2004 Plan to the named executive officers. Performance Units are an unfunded promise to deliver shares of common stock in the future upon achievement of both performance and service conditions. We also made grants of non-qualified stock options under the 2004 Plan to the named executive officers. These option grants had two year vesting and a seven year term.

For a further discussion of the Performance Units and stock options granted to the named executive officers in 2008, see “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Incentives” beginning on page 32 of this proxy statement.

2008 Cash Incentive Plan

We adopted an annual incentive compensation plan for 2008 (payable in early 2009) for executive officers and certain other key employees of Tredegar and our subsidiaries (or the 2008 Cash Incentive Plan). For a further discussion of the 2008 Cash Incentive Plan, including the estimated future payouts that were established dependent upon pre-determined financial performance targets and personal performance metrics, see “Compensation Discussion and Analysis — Elements of Compensation — Base Salaries and Annual Incentives -— Annual Incentives” beginning on page 30 of this proxy statement.

Outstanding Equity Awards At Fiscal Year-End

The following table presents information regarding the number and value of stock option awards and stock awards for the named executive officers outstanding as of the fiscal year ended December 31, 2008.


Option Awards							Stock Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price(2) ($)		Option Expiration Date	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

John D. Gottwald	-0-	100,000	(1)	$	15.80	2/21/2015	18,000	(3)	327,240
							40,000	(4)	727,200

D. Andrew Edwards	-0-	22,000	(1)		15.80	2/21/2015	8,000	(5)	145,440
							6,750	(3)	122,715
							8,500	(4)	154,530

Nancy M. Taylor	22,500	-0-			15.11	3/7/2013	8,000	(5)	145,440
	-0-	30,000	(1)		15.80	2/21/2015	9,000	(4)	163,620
							12,000	(4)	218,160

Larry J. Scott	-0-	10,000	(1)		15.80	2/21/2015	8,000	(5)	145,440
							5,625	(3)	102,263
							4,000	(4)	72,720

McAlister C. Marshall, II(6)	-0-	-0-			-0-	N/A	-0-		-0-

(1) The stock options become exercisable on February 21, 2010.

(2) In accordance with the stock option plans under which the shares indicated in the table were granted, the per share exercise price for the stock options was not less than the fair market value of the shares of Tredegar common stock on the date of the grant of the option, as determined by the closing price as reported on the New York Stock Exchange composite tape on that date.

(3) These Performance Units were tied to 2008 EPA goals. The Film Products Division actual 2008 EPA performance was below threshold and, therefore, none of the Performance Units contingent upon 2008 EPA performance were earned by the participants, including Ms. Taylor. Tredegar’s and the Aluminum Extrusions Division’s actual 2008 EPA performance was between the threshold and target levels; therefore, the following Performance Units contingent upon 2008 EPA performance were earned by the named executive officers and will vest on June 30, 2009, provided the named executive officer is employed or provides services to Tredegar on the vesting date:


Named Executive Officer	Performance Units Earned	Value ($)

John D. Gottwald	18,691	339,802

D. Andrew Edwards	7,008	127,405

Larry J. Scott	5,840	106,171

The value of the Performance Units is based on the closing price of Tredegar common stock as reported on the New York Stock Exchange composite tape on December 31, 2008.

(4) These Performance Units are tied to 2009 EPA and EPS goals; if the performance criteria for 2009 are satisfied, the shares will be earned by the named executive officer and will vest on March 31, 2010.

(5) The shares of restricted Tredegar common stock will vest on March 18, 2009.

(6) Mr. Marshall resigned his employment with us on September 5, 2008 and forfeited all unvested stock options and stock awards.

Option Exercises and Stock Vested

The following table presents information concerning the exercise of stock options for the named executive officers during the fiscal year ended December 31, 2008. There were no other exercises of options, SARs or similar instruments or vesting of stock (including restricted stock, restricted stock units or other similar instruments) for the named executive officers during the fiscal year ended December 31, 2008.

Option Exercises


	Option Awards

Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)

John D. Gottwald	-0-	-0-

D. Andrew Edwards	35,000	80,573

Nancy M. Taylor	20,000	14,638

Larry J. Scott	25,000	60,350

McAlister C. Marshall, II	-0-	-0-

Pension Benefits

The following table presents information as of December 31, 2008 concerning each of our defined benefit plans that provide for payments or other benefits to the named executive officers at, following or in connection with retirement.


Name	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit ⁽¹⁾ ($)

John D. Gottwald⁽²⁾	Pension Plan	30	769,276
	Restoration Plan	27	679,062

D. Andrew Edwards	Pension Plan	16	283,700

Nancy M. Taylor	Pension Plan	17	292,851

Larry J. Scott	Pension Plan	28	757,660

McAlister C. Marshall, II⁽³⁾	Pension Plan	1.8075	-0-

(1) For purposes of computing the actuarial present value of the accrued benefit payable to the named executive officers, we have used the following assumptions:


	12/31/2006	12/31/2007	12/31/2008

Discount Rate	5.75%	6.25%	6.50%

Mortality Table	RP-2000 Combined Healthy Mortality Table, projected with Scale AA to 2008

Retirement Age	Age 60, or current age, if older

Preretirement Decrements	None

Payment Option	Single life annuity with five years of benefits guaranteed

Benefit accruals under the Restoration Plan are frozen as of December 31, 2005. For a description of the assumptions we used, see Note 11 to our financial statements and the discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Pension Benefits” both of which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and incorporated by reference into this proxy statement.

(2) We froze Mr. Gottwald’s benefits under the Restoration Plan on December 31, 2005.

(3) We hired Mr. Marshall on October 1, 2006, and he resigned on September 5, 2008. He neither attained normal retirement age nor had five years of vesting service and therefore had no benefit under the Pension Plan.

Pension Plan

The Tredegar Corporation Retirement Income Plan (or the Pension Plan) is a defined benefit pension plan applicable generally to salaried, full-time employees who are not covered by a collective bargaining agreement. All of the named executive officers participate in the Pension Plan.

The Pension Plan assumes a normal retirement age of 65 and does not impose a vested service requirement as a condition to paying benefits to a participant who retires upon reaching that age. In most

other cases involving a separation of service from Tredegar before age 65, a participant must have accrued at least five years of pension vesting service, as defined in the Pension Plan, in order to be entitled to receive any benefits under the Pension Plan. As of December 31, 2008, our named executives had accrued the following number of pension vesting service years under the Pension Plan for their service through December 31, 2008:


Name		Vesting

John D. Gottwald		31

D. Andrew Edwards		16

Nancy M. Taylor		17

Larry J. Scott		29

McAlister C. Marshall, II		2

A participant who retires at age 65 or later, with certain exceptions, is entitled to a monthly benefit paid as a single life annuity with five years of guaranteed payments. The monthly payment equals 1/12th of the sum of:


	•	1.1% of his or her final average pay (which is calculated and frozen as of December 31, 2007 and determined by averaging the participant’s base salary plus 50% of incentive bonuses for his or her three consecutive highest paid years in the ten-year period preceding January 1, 2008) multiplied by the number of years of pension benefit service he or she has accrued; and

	•	0.4% of his or her final average pay in excess of the participant’s 2007 social security covered compensation, multiplied by his or her years of pension benefit service.

Unless he or she elects otherwise, a participant in the Pension Plan who is married as of the date he or she is eligible to begin receiving payments under the Pension Plan will receive his or her payments as a qualified joint and survivor annuity, which is the actuarial equivalent of the single life annuity with five years guaranteed. This form of annuity provides a reduced monthly retirement benefit payable to the participant for life followed by monthly payments to his or her spouse in an amount equal to 50% of the amount the participant received during life. Under the contingent annuity option of the Pension Plan, an unmarried participant may also elect to receive reduced monthly payments for life followed by monthly payments to a named contingent annuity in an amount equal to 100%, 75% or 50% of the amount payable to the participant during his or her lifetime.

In accordance with the provision in the Pension Plan allowing us to amend, modify or terminate it at any time, effective January 1, 2008, we closed the Pension Plan to new participants and froze the pay and covered compensation used to compute benefits for existing participants as of December 31, 2007. Existing participants in the Pension Plan will, however, continue to earn benefit credit for each year of service after 2007, subject to the terms of the Pension Plan.

Retirement Benefit Restoration Plan

The Internal Revenue Code limits (a) the annual retirement benefit that may be paid under a tax qualified pension plan, such as the Pension Plan, and (b) the earnings that may be used in computing a benefit. The maximum benefit and earnings limitations are adjusted each year to reflect changes in the cost of living. For 2008, the maximum benefit limitation was $179,786 (based on a five-year certain and life annuity payable at age 65) and the earnings limitation was $230,000.

Because of these limitations, we adopted the Tredegar Corporation Retirement Benefit Restoration Plan (or the Restoration Plan) to restore those benefits that cannot be paid under the Pension Plan due to the

Internal Revenue Code maximum benefit limitation, the earnings limitation, or both. The Executive Compensation Committee has discretion over which highly-compensated employees can participate in the Restoration Plan. The Executive Compensation Committee can amend, modify or terminate the Restoration Plan at any time and is entitled to revoke or rescind an executive’s designation as a participant in the Restoration Plan.

Mr. Gottwald is the only named executive officer who currently participates in the Restoration Plan. The benefit to which he is entitled upon retirement is the amount actually payable under the Pension Plan subtracted from the amount that would have been payable under the Pension Plan if not for the Internal Revenue Code limitations.

In accordance with the provision in the Restoration Plan allowing us to amend, modify or terminate it at any time, effective December 31, 2005, we closed the Restoration Plan to new participants and froze benefit accruals for existing participants.

Nonqualified Deferred Compensation

The following table presents information concerning the Savings Plan Benefit Restoration Plan for Employees of Tredegar Corporation (or the SPBR Plan), which is a defined contribution plan that provides for the deferral of compensation of the named executive officers on a basis that is not tax qualified.


Name	Registrant Contributions in Last FY⁽¹⁾ ($)	Aggregate Earnings in Last FY ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE⁽²⁾ ($)

John D. Gottwald	18,851	25,060	-0-	222,473

D. Andrew Edwards	4,818	5,112	-0-	44,102

Nancy M. Taylor	5,419	5,449	-0-	47,259

Larry J. Scott	2,954	2,469	-0-	21,302

McAlister C. Marshall, II	-0-	-0-	-0-	-0-

(1) These amounts represent the sum of the amounts included in Note (12) to the Summary Compensation Table on page 36 of this proxy statement under the columns “Matching Contributions under the Tredegar Corporation Savings Plan Benefit Restoration Plan” and “Dividends on Shares in the Tredegar Corporation Savings Plan Benefit Restoration Plan.”

(2) These amounts include the following amounts that were previously reported as compensation in the Summary Compensation Table of our 2008 proxy statement:


Name	Matching Contributions under the Tredegar Corporation Savings Plan Benefit Restoration Plan($)		Dividends On Shares In the Tredegar Corporation Savings Plan Benefit Restoration Plan($)		Total($)

John D. Gottwald		17,057		1,794		18,851

D. Andrew Edwards		4,480		338		4,818

Nancy M. Taylor		5,059		360		5,419

Larry J. Scott		2,796		156		2,954

McAlister C. Marshall, II		-0-		-0-		-0-

Because of Internal Revenue Code limitations on the matching contributions we are entitled to make on behalf of highly-compensated employees to Tredegar’s Savings Plan, we adopted the SPBR Plan under which we credit the matching contribution we would have been able to make to the Savings Plan, but for the Internal Revenue Code limitations, to an account representing the employee’s interest in the SPBR Plan for each payroll period. Every employee who qualifies as highly-compensated becomes a member of the SPBR Plan as of the date his or her contributions to the Savings Plan are limited by IRS regulations.

Our contributions to the SPBR Plan are converted to phantom shares of Tredegar common stock based on the fair market value at the end of the month in which the contributions are credited. Contributions to the SPBR Plan either match those that could not be made to the Savings Plan because of Internal Revenue Code limitations or are dividends on shares of stock already credited to the participant.

The value of an account at any given time is based upon the fair market value of Tredegar common stock. The fair market value of Tredegar common stock was $22.61 on December 31, 2006, $16.08 on December 31, 2007 and $18.18 on December 31, 2008. All named executive officers, except for Mr. Marshall, participated in the SPBR Plan in 2008. We reserve the right to terminate or amend the SPBR Plan at any time.

A participant in the SPBR Plan becomes 100% vested in his or her benefit under the Plan if he or she works at least one hour on or after January 1, 2008.

If a participant retires at age 65, dies or separates from employment due to death or a disability, he or she receives a distribution of the total value of his or her benefit under the SPBR Plan on the last day of the month following distribution of benefits under the Savings Plan, subject to Internal Revenue Code Section 409A. A participant who otherwise separates from service receives the value of his or her vested benefit in the SPBR Plan as of the last day of the month during which he or she receives the distribution of his or her vested benefit in the Savings Plan, subject to Internal Revenue Code Section 409A.

Other Potential Payments Upon Termination or a Change in Control

Equity Incentive Plans

Grants Under the 2004 Equity Incentive Plan. Stock options, shares of restricted Tredegar common stock and performance units granted under the 2004 Plan vest immediately upon the named executive officer’s death, termination of employment due to disability, a change of control of Tredegar, or retirement (except in the case of the performance units and provided that the named executive officer has reached 65 years of age).

The 2004 Plan generally provides that a change in control occurs if (1) a person (or a group of persons) becomes the owner of 50% or more of our voting securities, (2) there is a substantial change in the composition of our Board, (3) there is a business combination in which our shareholders own 80% or less of the surviving entity or (4) our shareholders approve a liquidation or dissolution of Tredegar or the sale of all or substantially all of Tredegar’s assets.

The table included below assumes a change in control occurred on December 31, 2008 and provides the value that each named executive officer could have realized from the equity awards he or she held as of December 31, 2008 based on the closing price of shares of Tredegar common stock on the New York Stock Exchange composite tape on that date.


Name	Equity Awards (#)		Exercise Price($/Sh)		Value upon Change of Control($)

John D. Gottwald		30,000		-0-		545,400
		40,000		-0-		727,200
		100,000		$15.80		238,000

		8,000		-0-		145,440
		11,250		-0-		204,525
D. Andrew Edwards		8,500		-0-		154,530
		22,000		$15.80		52,360

		8,000		-0-		145,440
		22,500		$15.11		69,075
Nancy M. Taylor		15,000		-0-		272,700
		12,000		-0-		218,160
		30,000		$15.80		71,400

		8,000		-0-		145,440
		9,375		-0-		170,438
Larry J. Scott		4,000		-0-		72,720
		10,000		$15.80		23,800

McAlister C. Marshall, II(1)		-0-		-0-		-0-

(1) Mr. Marshall resigned his employment with us on September 5, 2008 and forfeited all unvested stock options and stock awards.

Employment Agreements

As discussed on page 39 of this proxy statement, Tredegar entered into a Severance Agreement with Mr. Edwards in 2008. Had Mr. Edwards been terminated without cause or resigned with good reason on December 31, 2008, he would have been entitled to the following payments:


Payment Based on Annual Salary and Bonus	$	749,340
Acceleration of Unvested Stock Awards, Performance Units and Stock Options⁽¹⁾		556,885
Continuation of Medical, Dental and Vision Coverage under Tredegar’s Health Plans⁽²⁾		18,014
Outplacement Services		25,000

(1) The effect of accelerating any unvested restricted stock award and unvested stock performance unit awards at December 31, 2008 is based on the number of each such award multiplied by the closing price of Tredegar’s Common Stock at December 31, 2008. The effect of accelerating any unvested

stock option at December 31, 2008 is based on the difference between the closing price of Tredegar’s Common Stock at December 31, 2008 and the respective option’s exercise price.

(2) The Company has agreed to reimburse Mr. Edwards for the cost of such coverage until the earlier of (i) the date that Mr. Edwards or his qualified beneficiary is no longer entitled to continue coverage under COBRA or (ii) the end of the eighteenth month of such coverage.

Restoration Plan

Our Executive Compensation Committee amended the Restoration Plan as of December 31, 2005. As of that date, no new employees may participate in the plan and benefit accruals were stopped for any participant in the Restoration Plan who was not entitled to receive a benefit payment as of December 31, 2005. This change affected Mr. Gottwald who is the only named executive officer who participates in the Restoration Plan.

Retirement. Upon retirement, a named executive officer participating in the Restoration Plan will be entitled to a monthly benefit under the Restoration Plan equivalent to the difference between the monthly benefit he or she would have received under the Pension Plan but for the application of the limitations set forth in Internal Revenue Code Sections 415 and 401(a)(17) and the monthly benefit to which he or she is actually entitled under the Pension Plan. We will determine the monthly benefit and begin paying the monthly benefit on the date the named executive officer is scheduled to begin receiving benefits under the Pension Plan, subject to Internal Revenue Code Section 409A. The named executive officer will receive the monthly benefit under the Restoration Plan as a single life annuity with five years of benefits guaranteed if the executive is not married on the date benefits are scheduled to begin. Benefits will be paid in the form of a 50% qualified joint and survivor annuity with five years of benefits at the unreduced level guaranteed if the executive is married on the date benefits are scheduled to begin.

Termination (including Termination upon a Change in Control or due to total disability). Mr. Gottwald will vest in his accrued benefit in the Restoration Plan at the earliest of age 65, termination of employment, total disability or death, provided our Executive Compensation Committee has not removed him from the list of eligible employees.

Death. If Mr. Gottwald dies before retirement, his surviving spouse will receive a benefit paid as a 50% qualified joint and survivor annuity. If Mr. Gottwald dies after his benefits commence under the Restoration Plan, his surviving spouse will receive a benefit paid as a 50% qualified joint and survivor annuity. If the executive has not received five years of payments at the unreduced level at his death, his spouse will receive the remaining guaranteed payments before the benefit is reduced to the 50% level.

The table included below provides information with respect to the monthly benefits we would have had to pay to Mr. Gottwald, assuming any of the events described above had occurred on December 31, 2008. Payments under the Restoration Plan will commence on the date of (1) six months after the executive separates from service (the first payment will include any postponed benefits) or (2) the executive’s earliest date under the Pension Plan, if his employment ends prior to his 55th birthday.

Name

Single Life
Annuity with
Five-Year
Guaranteed
Payment on
Retirement($)

Payment on
Termination($)

Payment on
Termination
Due to a
Change in
Control($)

Payment on
Disability($)

Payment on
Death($)