Exhibit 10.1

REORGANIZATION AND DISTRIBUTION

AGREEMENT

BY AND BETWEEN

ETHYL CORPORATION

AND

TREDEGAR INDUSTRIES, INC.

REORGANIZATION AND
DISTRIBUTION AGREEMENT

        REORGANIZATION AND DISTRIBUTION AGREEMENT, dated as of June 1, 1989, by and between ETHYL CORPORATION, a Virginia corporation (“Ethyl”), and its wholly owned subsidiary, TREDEGAR INDUSTRIES, INC., a Virginia corporation (“Tredegar”).

        WHEREAS, the Ethyl Board has determined it is appropriate and desirable to separate Ethyl and certain of its divisions and subsidiaries into two companies by consolidating the plastics, aluminum and energy businesses currently conducted by its VisQueen Division and certain subsidiaries into Tredegar and distributing all outstanding shares of Tredegar Common Stock on a pro rata basis to the holders of Ethyl Common Stock; and

        WHEREAS, Ethyl and Tredegar have determined that it is necessary and desirable to set forth the principal corporate transactions required to effect such separation and such distribution and to set forth other agreements that will govern certain other matters following such distribution.

        NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the parties hereby agree as follows:

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ARTICLE I

DEFINITIONS

        Section 1.01 General . As used in this Agreement and the Ancillary Agreements, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

         Action : any action, suit, arbitration, inquiry, proceeding or investigation by or before any court, any governmental or other regulatory or administrative agency or commission or any arbitration tribunal.

         Affiliate : as defined in Rule 405 promulgated under the Securities Act of 1933, as such Rule is in effect on the date hereof.

         Ancillary Agreements : all of the agreements, instruments, understandings, assignments or other arrangements entered into in connection with the transactions contemplated hereby, including, without limitation, the Conveyancing and Assumption Instruments, the Benefits Agreement, the Master Services Agreement, the Credit Agreement, the Tax Sharing Agreement, and the Indemnification Agreement.

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         Benefits Agreement : the Employee Benefits Agreement dated as of the date of this Agreement between Ethyl and Tredegar, a copy of which is attached hereto as Exhibit A.

         Code : the Internal Revenue Code of 1986, as amended, or any successor legislation.

         Commission : the Securities Exchange Commission.

         Conveyancing and Assumption Instruments : collectively, the various agreements, instruments and other documents, in form and substance mutually satisfactory to Ethyl and Tredegar, to be entered into effect the transfer of assets and the assumption of Liabilities in the manner contemplated by this Agreement and other Ancillary Agreements.

         Credit Agreement : the Credit agreement pursuant to which Tredegar will, prior to the Distribution Date, borrow funds for the payment of the amounts contemplated by Section 2.01(a) and for working capital requirements after the Distribution.

         Distribution : the distribution to holders of Ethyl Common Stock pursuant to Section 4.03 of the shares of Tredegar Common Stock owned by Ethyl on the Distribution Date, less fractional shares allocable to such holders.

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         Distribution Agent : the distribution agent for the shareholders of Ethyl, as appointed by Ethyl, to distribute shares of Tredegar Common Stock pursuant to the Distribution.

         Distribution Date : the close of business on the date determined by the Ethyl Board as of which the Distribution shall be affected.

         Ethyl Board : the Board of Directors of Ethyl.

         Ethyl Businesses : the businesses, assets and operations of Ethyl and the Ethyl Subsidiaries as heretofore, currently or hereafter conducted (other than such businesses, assets, operations and subsidiaries as will become part of the Tredegar Businesses hereunder), including, without limitation, all businesses, assets or operations managed or operated by, or operationally related to, any of such businesses, that have been sold or otherwise disposed of or discontinued prior to the Distribution Date.

         Ethyl Common Stock : the Common Stock, par value $1.00 per share, of Ethyl.

         Ethyl Liabilities : all of (i) the Liabilities of Ethyl under this Agreement or any of the Ancillary Agreements to which

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Ethyl is or becomes a party, and (ii) the Liabilities relating to any of the Ethyl Businesses.

         Ethyl Policies : all insurance policies or binders held by or on behalf of, or providing coverage for, Ethyl (which coverage includes the Ethyl Subsidiaries, Tredegar and the Tredegar Subsidiaries for periods prior to the Distribution Date) or any director, officer or other employee thereof.

         Ethyl Subsidiary : any subsidiary of Ethyl other than Tredegar or any Tredegar Subsidiary.

         Exchange Act : the Securities Exchange Act of 1934, as amended.

         Exchange Ratio : the ratio of one share of Tredegar Common Stock for every ten shares of Ethyl Common Stock or such other ratio determined by Ethyl and Tredegar to be the number of shares (or fraction of a share) of Tredegar Common Stock to be distributed in the Distribution for each share of Ethyl Common Stock.

         Form 10 : the registration statement on Form 10 to be filed by Tredegar with the Commission to effect the registration of the Tredegar Common Stock pursuant to the Exchange Act.

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         Information : records, books, contracts, instruments, computer data and other data and information.

         Indemnification Agreement : the Indemnification Agreement, dated as of the date of this Agreement, between Ethyl and Tredegar, a copy of which is attached hereto as Exhibit E.

         Information Statement : the information statement to be sent to the holders of Ethyl Common Stock in connection with the Distribution in substantially the form attached hereto as Exhibit G.

         IRS : the Internal Revenue Service.

         Liabilities : any and all debts, liabilities and obligations, absolute or contingent, matured or not matured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising (unless otherwise specified in this Agreement), including all costs and expenses relating thereto, and including, without limitation, those debts, liabilities and obligations arising under this Agreement, the Ancillary Agreements, any law, rule, regulation, Action, threatened Action, order or consent decree of any governmental entity or any award of any arbitrator of any kind, and those arising under any contract, commitment or undertaking.

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         Master Services Agreement : the Master Services Agreement, dated as of the date of this Agreement, between Ethyl and Tredegar, a copy of which is attached hereto as Exhibit F.

         NYSE : the New York Stock Exchange.

         Record Date : the close of business on June 30, 1989 or such later date as is determined by the Ethyl Board or the Executive Committee of the Ethyl Board as the record date for the Distribution.

         Subsidiaries : the term “subsidiaries” as used herein with respect to any entity shall, unless otherwise indicated, be deemed to refer to both direct and indirect subsidiaries of such entity.

         Tax Sharing Agreement : the Tax Sharing Agreement, dated as of the date hereof, between Tredegar and Ethyl, a copy of which is attached hereto as Exhibit D.

         Tredegar Assets : collectively, all of the assets of Ethyl to be transferred to Tredegar (including the capital stock of the Tredegar Subsidiaries that are presently first-tier subsidiaries of Ethyl), as identified on Schedule I.

         Tredegar Board : the Board of Directors of Tredegar.

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         Tredegar Businesses : the businesses, assets and operations of Ethyl’s plastics, aluminum and energy businesses, including, without limitation, those businesses heretofore, currently or hereafter conducted by Ethyl’s VisQueen Division, Tredegar and the Tredegar Subsidiaries, including, without limitation, all businesses, assets or operations managed or operated by, or operationally related to, any of such businesses that have been sold or otherwise disposed of or discontinued prior to the Distribution Date.

         Tredegar By-Laws : the By-Laws of Tredegar, substantially in the form of Exhibit B, to be in effect at the Distribution Date.

         Tredegar Charter : the Restated and Amended Articles of Incorporation of Tredegar, substantially in the form of Exhibit C, to be in effect at the Distribution Date.

         Tredegar Common Stock : the Common Stock of Tredegar.

         Tredegar Employee : any individual who, on or immediately prior to the Distribution Date, was employed by Ethyl or any of its subsidiaries and who, on or after the Distribution Date, or otherwise in connection with the Distribution, is employed by Tredegar or a Tredegar Subsidiary or in a Tredegar Business.

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         Tredegar Liabilities : all of (i) the Liabilities of Tredegar under this Agreement or any of the Ancillary Agreements to which Tredegar is or becomes a party, and (ii) the Liabilities relating to any of the Tredegar Businesses.

         Tredegar Policies : all insurance policies or binders held by or on behalf of Tredegar or the Tredegar Subsidiaries or any director, officer or other employee thereof.

         Tredegar Subsidiary : each subsidiary of Ethyl listed on Schedule 1.01 that effective as of June 1, 1989, or otherwise in connection with the Distribution, will be or is contemplated to be a subsidiary of Tredegar.

        Section 1.02 Exhibits, Etc . Reference to an “Exhibit” or to a “Schedule” are, unless otherwise specified, to one of the Exhibits or Schedules attached to this Agreement, and references to a “Section” are, unless otherwise specified, to one of the Sections of this Agreement.

ARTICLE II

REORGANIZATION AND RELATED TRANSACTIONS

        Section 2.01 Financing .

                 (a) Dividend Payment . In addition to cash dividends regularly paid to Ethyl by the Tredegar Subsidiaries, in

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connection with the Distribution and not later than the Distribution Date Tredegar shall pay in the form of an additional cash dividend to Ethyl an aggregate of $100 million, which funds Ethyl shall pay to New York Life Insurance Company, The Prudential Life Insurance Company of America, The Equitable Life Assurance Society of the United States and The Northwestern Mutual Life Insurance Company (collectively, the “Insurance Companies”) on October 1, 1989 in partial satisfaction of Ethyl’s indebtedness to the Insurance Companies, which is due on that date. The funds to be paid by Ethyl to the Insurance Companies shall be segregated from Ethyl’s other assets until such payments.

                 (b) Elimination of Intercompany Accounts as of the Distribution Date . All intercompany receivables, payables and loans in existence as of the Distribution Date between Tredegar and the Tredegar Subsidiaries, on the one hand, and Ethyl and the Ethyl Subsidiaries, on the other hand, shall be eliminated, as of the Distribution Date, by dividend, return of capital or capital contributions, as appropriate. All such dividends, returns of capital, and capital contributions shall be made to Ethyl or Tredegar, as appropriate.

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                 (c) Cash Management and Intercompany Accounts After the Distribution Date . Ethyl and Tredegar shall establish and maintain a separate cash management system with respect to the Tredegar Businesses effective immediately after the Distribution Date. Thereafter, (i) any payments by Ethyl or an Ethyl Subsidiary on behalf of Tredegar or a Tredegar Subsidiary or otherwise, in connection with the Tredegar Businesses or the Tredegar Employees (including, without limitation, any such payments in respect of Liabilities or other obligations of Tredegar or a Tredegar Subsidiary under the Profits Agreement) shall be recorded in the accounts of Ethyl as a receivable from Tredegar to Ethyl; and any payments by Tredegar or a Tredegar Subsidiary on behalf of Ethyl or an Ethyl Subsidiary or otherwise, in connection with businesses other than Tredegar Businesses or in connection with employees other than Tredegar Employees (including, without limitation any such payments in respect to Liabilities or other obligations of Ethyl or an Ethyl Subsidiary under the Benefits Agreement) shall be recorded in the accounts of Tredegar as a receivable from Ethyl to Tredegar. After the Distribution Date, checks payable to Tredegar or a Tredegar Subsidiary, but received by Ethyl or an Ethyl Subsidiary, will be forwarded promptly to Tredegar. Checks payable to Ethyl or an Ethyl Subsidiary, but received by

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Tredegar or a Tredegar Subsidiary, will be forwarded promptly to Ethyl. The proceeds of checks payable to, and received by, Ethyl or an Ethyl Subsidiary but for the benefit of a Tredegar Business, shall be remitted promptly to Tredegar. The proceeds of checks payable to, and received by, Tredegar or a Tredegar Subsidiary, but for the benefit of an Ethyl Business, shall be remitted promptly to Ethyl.

        Section 2.02 Reorganization of Operations .

                 (a) Transfer of Tredegar Assets . Ethyl shall transfer to Tredegar in accordance with Section 2.05 all of Ethyl’s right, title and interest in the Tredegar assets.

                 (b) Issuance of Tredegar Common Stock . Tredegar shall issue to Ethyl, prior to the Distribution Date, a number of shares of Tredegar Common Stock determined by multiplying the number of shares of Ethyl Common Stock outstanding on the Record Date by the Exchange Ratio and rounding up to the nearest share, reduced by the number of shares of Tredegar Common Stock then held by Ethyl.

        Section 2.03 Transfers Not Effected Prior to the Distribution; Transfers Deemed Effective as of the Distribution Date . To the extent that any transfers and assumptions

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contemplated by this Article II and Article III shall not have been consummated prior to the Distribution Date, the parties shall cooperate to effect such transfers as promptly following the Distribution Date as shall be practicable, it nonetheless being agreed and understood by the parties that neither party shall be liable in any manner to the other party for any failure of any of the transfers contemplated by this Article II or Article III to be consummated prior to the Distribution Date. Nothing herein shall be deemed to require the transfer of any assets or the assumption of any Liabilities which by their terms or operation of law cannot be transferred or assumed; provided , however , that Ethyl and Tredegar and their respective subsidiaries shall cooperate to seek to obtain all necessary consents and approvals for the transfer of all assets and Liabilities contemplated to be transferred pursuant to this Article II and Article III. In the event that any such transfer of assets or Liabilities has not been consummated, effective as of and after the Distribution Date, the party retaining such asset or Liability shall thereafter hold such asset for the party entitled thereto (at the expense of the party entitled thereto) and retain such Liability for the account of the party by whom such Liability is to be assumed, and take such other action as may be reasonably requested by the party to whom such

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asset is to be transferred, or by whom such Liability is to be assumed, as the case may be, in order to place such party insofar as reasonably possible, in the same position as would have existed had such asset or Liability been transferred as of the Distribution Date. As and when any such asset or Liability becomes transferable, such transfer immediately shall be effected. The parties agree that, as of the Distribution Date, each party hereto shall be deemed to have assumed in accordance with the terms of this Agreement and the Ancillary Agreements all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such party is required to assume pursuant to the terms hereof and thereof.

        Section 2.04 No Representations or Warranties; Consents . Each party hereto understands and agrees that neither party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party or (ii) as to the legal sufficiency to convey title to any asset or the execution, delivery and filing of this Agreement or any Ancillary Agreement, including, without limitation, any Conveyancing or Assumption Instruments, it being

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agreed and understood that all such assets are being transferred “as is, where is” and that the party to which such assets are to be transferred hereunder shall bear the economic and legal risk that any conveyances of such assets shall prove to be insufficient or that such party or any of its subsidiaries’ title to any such assets shall be other than good and marketable and free from encumbrances. Similarly, each party hereto understands and agrees that neither party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable laws or judgments,