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.   )

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:

TREDEGAR CORPORATION
(Name of Registrant as Specified In Its Charter)

——————————————————————————————
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

1100 Boulders Parkway
Richmond, Virginia 23225

Annual Meeting of Shareholders

March 8, 2004

To Our Shareholders:

          We invite you to attend the Annual Meeting of Shareholders to be held at the Jepson Alumni Center of the University of Richmond, 49 Crenshaw Way, Richmond, Virginia, on Thursday, April 29, 2004, at 9:30 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 directors and approve the Tredegar Corporation 2004 Equity Incentive Plan.

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

          We are also pleased to offer you the option to receive future proxy statements and annual reports electronically through the Internet. You can sign up for this service by checking the appropriate box and providing your e-mail address on your proxy card. Receiving these materials through the Internet is not only convenient, but also a cost-effective alternative to printing and mailing. We hope you will take advantage of this service if you have Internet access.

          On behalf of our Board of Directors, I thank you for your continued interest in and support of Tredegar.

TREDEGAR CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT

for

ANNUAL MEETING OF SHAREHOLDERS
TREDEGAR CORPORATION

To be held April 29, 2004

Approximate date of mailing—March 8, 2004

The Board of Directors (the “Board”) of Tredegar Corporation, a Virginia corporation (“Tredegar”), is soliciting your proxy for the annual meeting of shareholders to be held on Thursday, April 29, 2004. This proxy statement and proxy card 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 February 20, 2004, the date established by the Board for determining shareholders entitled to vote at the annual meeting. On that date, there were 38,288,550 outstanding shares of Tredegar common stock. Each share of Tredegar common stock is entitled to one vote.

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

You will be voting on the following:

How do I vote my shares?

You may vote your shares as follows:

What are my voting choices when voting for director nominees?

In the vote on the election of Tredegar’s director nominees, you may:

A nominee is elected to the 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 and any shares held by brokers or banks in street name for customers who are beneficial owners of those shares that are not voted in the election of directors will not be counted in determining the number of votes cast. In the event that any nominee for director is unavailable for election, the Board may either reduce the number of directors or choose a substitute nominee. If the Board selects a substitute nominee, the shares represented by proxy will be voted for the substitute nominee, unless other instructions are given in the proxy.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” ALL OF THE NOMINEES.

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

In the vote on the approval of Tredegar’s 2004 Equity Incentive Plan (the “2004 Plan”), you may:

The 2004 Plan must be approved by the holders of a majority of the total votes cast on the 2004 Plan at the annual meeting, provided that the total votes cast on the 2004 Plan represents over 50 percent of the outstanding shares of Tredegar common stock.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE 2004 EQUITY INCENTIVE PLAN.

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 Bank, Tredegar’s transfer agent, your shares will only be voted if National City Bank receives specific voting instructions from you.

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.” The election of directors is a routine matter on which brokers will be permitted to vote on behalf of their clients if no voting instructions are furnished.

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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 2004 Plan is a non-routine matter.

Can I change or revoke my vote?

Anyone giving a proxy may revoke it at any time before it is voted. A proxy can be changed or revoked by voting in person at the annual meeting, delivering another later dated proxy, or notifying Tredegar’s Corporate Secretary in writing that you want to change or revoke your proxy. Attendance at the annual meeting will not 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 instructions, they will be followed.

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 Bank. We encourage you to consolidate your accounts in the same name and address whenever possible. Please contact our transfer agent at 1-800-622-6757 for additional information.

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 on 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.

Who pays for the solicitation of proxies?

Tredegar will pay the cost of soliciting proxies and may use employees to solicit proxies by mail, in person or by telephone. The Altman Group, Inc. has been engaged to solicit proxies from brokers, nominees, fiduciaries and other custodians. Tredegar will pay The Altman Group, Inc. $4,500 for its services and will reimburse The Altman Group, Inc. for its out-of-pocket expenses, including mailing, copying, phone calls, faxes and other matters, and will indemnify The Altman Group, Inc. against any losses arising out of that firm’s proxy soliciting services on behalf of Tredegar.

May shareholders ask questions at the annual meeting?

Yes.   At the end of the annual meeting, representatives of Tredegar will answer questions from shareholders.

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

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

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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 documents from Tredegar’s Web site at www.tredegar.com.

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          The 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. Due to a variety of circumstances, the terms of the directors could vary, and the classes of directors may change if a director is elected for less than a three-year term.

          The terms of four of the present directors, Messrs. Donald T. Cowles, Richard W. Goodrum, John D. Gottwald and Thomas G. Slater, Jr., will expire at the 2004 annual meeting. Upon the recommendation of the Nominating and Governance Committee, Mr. Richard W. Goodrum has been nominated by the Board for election at the 2004 annual meeting for a term expiring at the 2006 annual meeting and Messrs. Donald T. Cowles, John D. Gottwald and Thomas G. Slater, Jr., have been nominated by the Board for election at the 2004 annual meeting for terms expiring at the 2007 annual meeting. Should all the nominees be re-elected to the Board of Tredegar, the director classes after the 2004 annual meeting will be as follows:

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” ALL OF THE NOMINEES.

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          Messrs. John D. Gottwald and William M. Gottwald are brothers. Both are sons of Mr. Floyd D. Gottwald, Jr. 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 Tredegar engages for legal services on a variety of matters.

          The Board has affirmatively determined that the following members of the Board are independent, as that term is defined under the general independence standards of the New York Stock Exchange listing standards and Tredegar’s Governance Guidelines: Messrs. Austin Brockenbrough, III, Donald T. Cowles, Richard W. Goodrum, Richard L. Morrill, R. Gregory Williams, and Ms. Phyllis Cothran. The Board has adopted, as part of Tredegar’s Governance Guidelines, categorical standards to assist it in making these independence determinations. All of the directors identified as “independent” in this proxy statement meet these categorical standards. A copy of the Governance Guidelines are attached as Appendix A. The Governance Guidelines are also published at Tredegar’s Web site at www.tredegar.com.

          Each member of the Board who was not an employee of Tredegar or any of its subsidiaries was paid $1,000 for attendance at each of the Board meetings held through May 31, 2003 and $1,250 for each Board meeting thereafter and for the remainder of 2003. Each director was paid $1,000 for each Board committee meeting attended during 2003, with the exception of the Investment Policy Committee. Each member of the Investment Policy Committee is paid $500 for any meeting attended. No meetings of the Investment Policy Committee were held during 2003. Each chairperson of a Board committee received an additional $250 for attendance at each meeting of his or her committee, with the exception of the Investment Policy Committee. A director who participated in a Board or committee meeting by telephone was paid $250 for each meeting held through May 31, 2003 and $500 for each meeting thereafter and for the remainder of 2003, with the exception of a committee chairperson. Effective June 1, 2003, the chairperson of a Board committee who participated in a committee meeting by telephone received an additional $250 for attendance at each meeting of his or her committee. In addition, during 2003, each director was paid a quarterly fee consisting of $4,000 and one hundred shares of Tredegar common stock. Employee members of the Board are not paid separately for their service on the Board.

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Consulting Agreement with Richard W. Goodrum

          Tredegar has a consulting agreement with Richard W. Goodrum, who retired as Executive Vice President and Chief Operating Officer of Tredegar on March 31, 1996. Under the terms of that agreement, Mr. Goodrum continues to serve on Tredegar’s Executive Committee and provides other services to Tredegar. As compensation, Tredegar pays Mr. Goodrum $20,000 annually. The agreement automatically renews for a one-year period on March 31st of each year, unless Mr. Goodrum or Tredegar terminates the agreement at least 30 days before the expiration of the then current term of the agreement.

          There were six meetings of the Board held in 2003. Each director attended all six Board meetings. Each director attended all Board committee meetings (of which the director was a member) held in 2003.

          Tredegar’s non-management directors meet regularly in private session. The Board has determined that John D. Gottwald, Chairman, should chair all meetings of non-management directors, as provided in Tredegar’s Governance Guidelines. During these meetings, the chair has the power to lead the meeting, set the agenda and determine the information to be provided. Shareholders and other interested persons may contact the non-management directors (as a group) or the chair (individually) in writing c/o Tredegar Corporation, 1100 Boulders Parkway, Richmond, Virginia, 23225, Attention: Corporate Secretary, or by submitting an e-mail to directors@tredegar.com. All such correspondence will be forwarded to the intended recipients, although Tredegar screens mail for security purposes.

          The following table provides an overview of the membership, responsibilities and number of meetings held in 2003 of all of the committees of the Board. Each of the Audit Committee, Executive Compensation Committee and Nominating and Governance Committee operates under a Charter approved by the Board. These Charters are attached as Appendix B, Appendix C and Appendix D, respectively. The Charters are also available at Tredegar’s Web site, www.tredegar.com. Each of the committees and the Board periodically reviews and, if appropriate, revises the committee Charters to reflect regulatory developments under the Sarbanes-Oxley Act of 2002 and changes to the New York Stock Exchange listing standards.

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Audit Committee Matters

          As noted above, Tredegar’s Audit Committee consists of Ms. Phyllis Cothran (Chairperson), and Messrs. Donald T. Cowles and R. Gregory Williams. The functions of the Audit Committee are more fully described under “Report of the Audit Committee” below and in the Audit Committee Charter attached as Appendix B. Upon the recommendation of the Nominating and Governance Committee, the Board has determined that each of Tredegar’s current Audit Committee members are independent, as that term is defined under the enhanced independence standards for audit committee members in the Securities Exchange Act of 1934 and rules thereunder, as amended, as incorporated into the listing standards of the New York Stock Exchange and in accordance with Tredegar’s Audit Committee Charter.

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          The Board has determined that Phyllis Cothran and R. Gregory Williams are “audit committee financial experts,” as that term is defined in the rules promulgated by the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002. The Board has further determined that each of the members of the 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 the Board in its business judgment.

          The Audit Committee has adopted procedures for pre-approving certain audit and permissible non-audit services provided by the independent auditor. 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 auditor for any audit and permissible non-audit services not included in the budget. For both types of pre-approval, the Audit Committee considers whether such services are consistent with the Securities and Exchange Commission rules on auditor independence. The Audit Committee may delegate pre-approval authority to the Chairman of the Audit Committee. The Audit Committee periodically monitors the services rendered and actual fees paid to the independent auditors to ensure that such services are within the parameters approved by the Audit Committee.

          The Audit Committee oversees the quality and integrity of Tredegar’s financial reporting processes and its systems of internal accounting controls. Management is responsible for preparing Tredegar’s financial statements and the independent accountants are responsible for performing an independent audit of those financial statements. The Audit Committee operates under a written charter that has been adopted by Tredegar’s Board of Directors.

          The Audit Committee has met and held discussions with management and PricewaterhouseCoopers LLP (“PwC”), Tredegar’s independent auditors, regarding Tredegar’s audited 2003 consolidated financial statements. Management represented to the Audit Committee that Tredegar’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and PwC.

          The Audit Committee has discussed with PwC the matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards), as amended. In addition, the Audit Committee has received the written disclosures from PwC relating to the independence of that firm as required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) as may be modified or supplemented, and has discussed with PwC that firm’s independence from Tredegar.

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          In reliance upon the Audit Committee’s discussions with management and PwC, and the Audit Committee’s review of the representation of management and the report of PwC to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in Tredegar’s Annual Report on Form 10-K for the year ended December 31, 2003 to be filed with the Securities and Exchange Commission.

Audit Committee:

February 12, 2004

          The following table lists fees billed to Tredegar by its independent auditors, PricewaterhouseCoopers LLP, certified public accountants, for services rendered in fiscal years 2002 and 2003. Certain amounts for fiscal year 2002 have been reclassified to conform to the fiscal year 2003 presentation.

          Audit Fees include fees billed for services performed to comply with Generally Accepted Auditing Standards (GAAS), including the recurring audit of Tredegar’s consolidated financial statements. This category also includes fees for audits provided in connection with statutory filings or services that generally only the principal auditor reasonably can provide and assistance with and review of documents filed with the Securities and Exchange Commission (“SEC”).

          Audit-Related Fees include fees associated with assurance and related services that are reasonably related to the performance of the audit or review of Tredegar’s financial statements. This category includes fees related to assistance in financial due diligence related to mergers and acquisitions, consultations regarding Generally Accepted Accounting Principles, reviews and evaluations of the impact of new regulatory pronouncements, general assistance with implementation of the new SEC and Sarbanes-Oxley Act of 2002 requirements and audit services not required by statute or regulation.

          Tax Fees primarily include fees associated with tax audits, tax compliance, tax consulting, as well as domestic and international tax planning and assistance. This category also includes tax planning on mergers and acquisitions, restructurings, as well as other services related to tax disclosure and filing requirements.

          All Other Fees include software licensing for online accounting research in both 2003 and 2002. Also, 2002 includes fees related to research regarding European employment law issues.

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          The Audit Committee has concluded the provision of the non-audit services listed above as “All Other Fees” is compatible with maintaining the auditors’ independence.

Board of Directors

          Tredegar’s Board is currently comprised of eleven directors, six of whom have been determined by the Board to be independent under the corporate governance listing standards of the New York Stock Exchange and Tredegar’s Governance Guidelines (see “Tredegar’s Board of Directors” above). The primary mission of the Board is to represent and protect the interests of Tredegar’s shareholders. Tredegar’s Board has an active Chairman whose duties and responsibilities are separate and distinct from those of the Chief Executive Officer. The responsibilities of the Board’s standing committees are addressed separately in this proxy statement.

          The Board has undertaken and implemented a number of corporate governance initiatives over the past year, as more fully described below.

Code of Conduct

          In 2004, the Board reviewed and adopted modifications to Tredegar’s Code of Conduct. The revised Code of Conduct applies to all of Tredegar’s officers, employees and directors, including its chief executive officer, chief financial officer, chief accounting officer and controller. Tredegar has always conducted its business in accordance with the highest standards of conduct. Full compliance with the letter and spirit of the laws applicable to its businesses is fundamental to Tredegar. Equally important are honesty, integrity and fairness in its business operations and in its dealings with others. Diligently applying these standards makes good business sense and allows Tredegar to earn the trust and respect of its shareholders, employees, customers, suppliers, regulators and the communities in which Tredegar operates. Tredegar has 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. The modified Code of Conduct reflects the foregoing principles.

          Tredegar intends to satisfy the disclosure requirement under Item 10 of Form 8-K relating to amendments to or waivers from any provision of the Code of Conduct applicable to Tredegar’s chief executive officer, chief financial officer, chief accounting officer or controller by posting such information on Tredegar’s Web site at www.tredegar.com.

Governance Guidelines

          The Board has also reviewed and adopted modifications to Tredegar’s Governance Guidelines. These guidelines reflect Tredegar’s long-standing commitment to maintaining high corporate governance standards. Tredegar’s revised Governance Guidelines are attached hereto as Appendix A.

          The 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 the Board.

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          Tredegar’s Governance Guidelines, Code of Conduct and the Charters of the Audit, Executive Compensation and Nominating and Governance Committees are available on Tredegar’s Web site at www.tredegar.com. Copies are also available in print to any shareholder upon request by directing the request to Tredegar Corporation, 1100 Boulders Parkway, Richmond, Virginia, 23225, Attention: Corporate Secretary.

          Below is information on the beneficial ownership of Tredegar common stock by the directors, nominees and the executive officers named in the Summary Compensation Table as of January 30, 2004. The table also shows the beneficial ownership of all directors and executive officers of Tredegar as a group as of January 30, 2004.

Security Ownership of Management

          (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.

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          (c) Austin Brockenbrough, III, disclaims beneficial ownership of 24,160 shares of Tredegar common stock.

          (d) Floyd D. Gottwald, Jr., disclaims beneficial ownership of 118,345 shares of Tredegar common stock.

          (e) John D. Gottwald disclaims beneficial ownership of 185,211 shares of Tredegar common stock.

          (f) William M. Gottwald disclaims beneficial ownership of 173,078 shares of Tredegar common stock.

          (g) Douglas R. Monk disclaims beneficial ownership of 5,400 shares of Tredegar common stock.

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

          (i) R. Gregory Williams disclaims beneficial ownership of 1,100 shares of Tredegar common stock.

          (j) The directors, nominees 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 Albemarle’s or Tredegar’s benefit plans for any director, nominee 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 (e) to the table “Security Ownership of Certain Beneficial Owners” that follows.

          (k) Two directors share voting and investment power for 13,506 shares. This overlap in beneficial ownership has been eliminated in calculating the number of shares and the percentage of class owned by Management.

          (l) The table does not include some of the shares owned by the adult children of Floyd D. Gottwald, Jr. Floyd D. Gottwald, Jr., and John D. Gottwald may be considered a “group” under Section 13(d) of the Securities Exchange Act of 1934, and the shares owned or attributed to them and their children are reported in the table “Security Ownership of Certain Beneficial Owners” that follows. If all of those shares were included in the table above, the total number of shares held by Management would be 9,508,446 and 24.2% of total shares outstanding.

          Based solely on its review of the copies of the forms prescribed by Section 16(a) of the Securities Exchange Act of 1934, as amended, received by Tredegar, or written representations from certain reporting persons that no Forms 5 were required for those persons, Tredegar believes that all of its Section 16 reporting persons complied with the filing requirements of Section 16(a) as of December 31, 2003, other than Mr. R. Gregory Williams. Mr. Williams incorrectly reported his wife’s holdings as 1,000, rather than the 1,100 she actually held, which he has since reported on a Form 5.

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          The table below lists any person (including any “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934) known to Tredegar that beneficially owned more than 5% of the shares of Tredegar’s common stock on January 30, 2004.

Security Ownership of Certain Beneficial Owners

          (a) Floyd D. Gottwald, Jr., and John D. Gottwald (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 Securities Exchange Act of 1934, although there is no agreement among them with respect to the acquisition, retention, disposition or voting of Tredegar common stock.

          (b) The Gottwalds, individually or together, have sole voting and investment power over all of the shares of Tredegar common stock disclosed except for 2,466,296 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 SEC, but as to which the Gottwalds disclaim beneficial ownership. Shares owned by the adult children of Floyd D. Gottwald, Jr., are included in the group holdings of the Gottwalds.

          (c) This amount includes 236,094 shares of Tredegar common stock owned of record by Frank Russell Trust Company, Tacoma, Washington (the “Trustee”), as trustee of the Tredegar Corporation Retirement Savings Plan (the “Tredegar 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) This amount does not include shares owned by the adult children of Bruce C. Gottwald.

          (e) This amount includes 236,094 shares of Tredegar common stock owned of record by the Trustee of the Tredegar Savings Plan for the benefit of John D. Gottwald. Shares of Tredegar common stock held under the Tredegar Savings Plan are voted by the Trustee according to instructions obtained from employees participating in the plan. If a participating employee does not give the Trustee voting instructions, his or her shares are voted by the Trustee according to the 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 the largest shareholders of Tredegar, they may be considered to be “control persons” of Tredegar and to have the ability to control the recommendations of the Board.

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Executive Compensation

          This table shows information on compensation paid by Tredegar to the Chief Executive Officer and the four other highest paid executive officers for their services to Tredegar for the fiscal years ended December 31, 2003, 2002 and 2001, respectively.

Summary Compensation Table

          (a)Matching contributions under the Tredegar Corporation Retirement Savings Plan (the “Savings Plan”) ($10,000 for 2003 and 2002 and $8,500 for 2001) and credit under the Savings Plan Benefit Restoration Plan (the “SPBR Plan”) ($12,669 for 2003, $11,928 for 2002 and $10,650 for 2001). Also includes a lump sum pay-for-performance award for 2003 in the amount of $17,056, which payment is in lieu of a base salary increase for 2004.

          (b)Matching contributions under the Savings Plan ($10,000 for 2003 and 2002 and $8,500 for 2001) and credit under the SPBR Plan ($8,724 for 2003, $8,114 for 2002 and $8,058 for 2001). Also includes a lump sum pay-for-performance award for 2003 in the amount of $14,560, which payment is in lieu of a base salary increase for 2004.

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          (c) Mr. Surgner was hired on December 16, 2002.

          (d) Matching contribution under the Savings Plan. Also includes a lump sum pay-for-performance award for 2003 in the amount of $10,000, which payment is in lieu of a base salary increase for 2004.

          (e) Matching contributions under the Savings Plan ($10,000 for 2003 and 2002 and $8,500 for 2001) and credit under the SPBR Plan ($1,663 for 2003, $1,283 for 2002 and $1,602 for 2001). Also includes a lump sum pay-for-performance award for 2003 in the amount of $9,343, which payment is in lieu of a base salary increase for 2004.

          (f) Matching contributions under the Savings Plan ($10,000 for 2003 and 2002 and $8,500 for 2001) and credit under the SPBR Plan ($2,161 for 2003, $1,267 for 2002 and $1,587 for 2001). Also includes a lump sum pay-for-performance award for 2003 in the amount of $9,152, which payment is in lieu of a base salary increase for 2004.

Stock Options and SARs

          There were no stock options or SARs granted to any of the executive officers named in the Summary Compensation Table during the fiscal year ended December 31, 2003.

          The following describes the options exercised by the executive officers named in the Summary Compensation Table during 2003 and the year-end value of all unexercised stock options and SARs held by those executive officers.

Aggregated Option/SAR Exercises
In Last Fiscal Year And FY-End Option/SAR Values

          (a) Based on $15.53, the closing price of Tredegar common stock on December 31, 2003.

          (b) “Value Realized” should not be interpreted to mean that the shares acquired upon exercise have been sold.

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Retirement Benefits

          All of the executive officers named in the Summary Compensation Table participate in the Tredegar Corporation Retirement Income Plan (the “Pension Plan”). The Pension Plan’s typical retirement benefit equals 1.1% of the participant’s final average earnings up to his or her Social Security covered compensation, multiplied by his years of pension benefit service, plus 1.5% of final-average earnings (as defined in footnote 3 to the table that follows) in excess of covered compensation, multiplied by his or her years of pension benefit service. There is no deduction for Social Security benefits. Estimated annual benefits under the Pension Plan upon retirement at age 65, determined as of December 31, 2003, to persons with specified earnings and years of pension benefit service are set forth in the table that follows.

          The Internal Revenue Code limits (a) the annual retirement benefit that may be paid under 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 2003, the maximum benefit limitation was $155,491 (based on a five-year certain and life annuity payable at age 65) and the earnings limitation was $200,000.

          Messrs. Scher and Monk also participate in the Tredegar Corporation Retirement Benefit Restoration Plan (the “Restoration Plan”). The Restoration Plan restores benefits that cannot be paid under the Pension Plan due to the Internal Revenue Code maximum benefit limitation, the earnings limitation, or both. The benefit payable under the Restoration Plan is calculated by subtracting the amount that would have been payable under the Pension Plan if not for the Internal Revenue Code limitations and the amount actually payable under the Pension Plan.

Pension Plan Table
(Estimated Annual Benefits Payable at Retirement(a)(b))

          (a) The estimated benefits assume retirement at age 65 and payment for the lifetime of the participant, with five years of payments guaranteed (the normal form of payment under the Pension Plan and the Restoration Plan). The table assumes reaching age 65 in 2003 and covered compensation of $43,968.

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          (b) The estimated benefit set forth in the table was determined using the Internal Revenue Code limitation on earnings that may be used in computing a benefit. The earnings limitation is subject to a transition rule that preserves benefits accrued as of December 31, 1993 based on higher compensation levels. Mr. Scher has an annual accrued benefit of $13,571 under that transition rule.

          (c) Final-average earnings is the average of the highest three consecutive calendar years’ earnings (base earnings plus 50% of incentive bonuses) during the ten consecutive years immediately preceding the date of determination. As of December 31, 2003, the final average earnings under the Pension Plan for each of the executive officers named in the Summary Compensation Table is as follows: Norman A. Scher, $200,000; Douglas R. Monk, $200,000; D. Andrew Edwards, $200,000; and Nancy M. Taylor, $200,000. W. Hildebrandt Surgner, Jr., was hired on December 16, 2002 and therefore does not have three years of compensation needed to compute final average earnings. As of December 31, 2003, the final average earnings considered under the Restoration Plan for Messrs. Scher and Monk was $400,311 and $347,097, respectively.

          (d) The years of pension benefit service for each of the executive officers named in the Summary Compensation Table are: Norman A. Scher, 14; Douglas R. Monk, 28; W. Hildebrandt Surgner, Jr., 1; D. Andrew Edwards, 11; and Nancy M. Taylor, 12.

          Tredegar’s Executive Compensation Committee (the “Committee”) is comprised of three directors, each of whom the Board has determined is independent within the meaning of the current New York Stock Exchange listing standards and the Governance Guidelines. No Committee member is a current or former employee of Tredegar or any of its subsidiaries. The Committee’s role is to review and approve practices and policies related to compensation primarily for executive officers, including those officers listed in this proxy statement.

Compensation Philosophy

          The Committee’s philosophy is that executive compensation plans should be designed and administered to motivate and retain highly qualified executives. Base salaries are maintained at competitive market levels, and any incentives are linked closely to financial performance and enhanced shareholder value. Tredegar maintains a strong pay-for-performance culture, where a significant portion of executive compensation is linked to performance. This emphasis on at-risk compensation supports Tredegar’s goal to control fixed costs, which is critical to the Company’s continued success. In 2003, the Company’s executive compensation program consisted of the core elements described below.

Base Salaries

          In determining base salaries, Tredegar identifies a reasonable range around the median for comparable executive positions in a comparison group of companies. Officer salaries are generally set within this range based on individual performance and experience. Annual salary increases are determined based on a variety of factors including average increases in comparison companies, individual performance, competitiveness of the officer’s salary, Tredegar’s financial condition and operating results, and other variable components of compensation.

          The comparison group for compensation is not the same as the published industry index that appears in the performance graph of this proxy statement, because index companies are not necessarily direct competitors for executive talent. Comparison companies are chosen, and information on pay evaluated, with the assistance of independent consultants.

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          As disclosed in the Summary Compensation Table, the executive officers of the Company named therein received a lump-sum payment in March 2004, in each case equal to 4% of salary. Each of these payments was made in lieu of any base salary increase for 2004.

Annual Incentives

          Although incentive awards for corporate executives are discretionary, the incentive portion of compensation is tied to the overall financial performance and financial condition of the organization. Division executives’ incentives are determined by actual performance versus pre-established division-specific goals. Economic Profit Added (EPA) is the threshold measure for any incentive payment to the division executives.

          For 2003, no executive officer received an annual incentive payment.

Long-Term Incentives

          Long-term incentives are considered an important part of compensation at Tredegar. Through stock options and other forms of equity-based incentives, employee and shareholder interests are more closely tied. As of January 30, 2004, 1,091 employees held stock options.

          In 2003, Tredegar had one stock incentive plan, its Amended and Restated Incentive Plan (the “SIP”), available for awards to executive officers and other employees and individuals providing valuable services to Tredegar or its subsidiaries. Consistent with the objective of closely aligning executives’ interests with those of Tredegar shareholders, the SIP enables the Committee to grant stock options and shares of restricted stock. The Committee determines the terms and conditions of any options or restricted stock granted. Each year the Committee considers granting awards under the SIP. In 2003, 15,000 options were granted under the SIP, of which 10,000 options were awarded to executive officers who are not named in the Summary Compensation Table. There were no restricted stock awards in 2003. As of January 30, 2004, 642,625 shares remain available for future grant under the SIP.

          In order to further align executive and shareholder interests, Tredegar intends to make several important enhancements to its long-term incentive program in 2004. First, the Company intends to grant restricted stock instead of stock options to key executives. The restricted stock awards will have performance-accelerated vesting provisions tied to the Company’s EPA improvement. The Committee believes that the structure of these awards provides the best balance of performance and retention incentives for senior executives. Second, a share retention policy is being adopted for select executives that will require 50% of all net shares received from compensatory arrangements to be held by the executive until the earliest of (a) three years from the date the shares are acquired, (b) termination of employment, or (c) normal retirement. This policy lengthens the relevant performance horizon for executive rewards and minimizes any potential short-term gains associated with market timing. Finally, and subject to shareholder approval at the annual meeting, the Company is adopting a new 2004 Equity Incentive Plan (the “2004 Plan”). The 2004 Plan is intended to replace the SIP. If approved, the 2004 Plan will reserve 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 its subsidiaries, and Tredegar will make no further awards under the SIP. To recognize the different economic impact of certain option awards and non-option awards, no more than 600,000 shares (30% of the shares reserved) may be granted under the 2004 Plan in the form of non-option awards.

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CEO Compensation

          Mr. Scher’s 2003 annual base salary was unchanged from his base salary as in effect at the end of 2002, remaining at $426,400. This salary is below the average market pricing for the comparison group. Similar to other corporate officers, Mr. Scher did not receive an annual incentive award for 2003. As disclosed in the Summary Compensation Table, Mr. Scher received a lump-sum payment for 2003 of $17,056, such payment being in lieu of any base salary increase for 2004. In determining Mr. Scher’s salary, the Committee considers the factors described under “Base Salaries” above as well as other corporate goals and objectives and Mr. Scher’s performance against those goals and objectives. Considerations in this regard include the Company’s performance in areas such as financial and operational results, development and implementation of strategy, and financial planning and controls. Mr. Scher received no stock options or other equity-based compensation in 2003.

Corporate Tax Considerations

          The Internal Revenue Code disallows corporate tax deductions for executive compensation in excess of $1 million for “proxy table” executives. 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” rather than discretionary.

          While significant parts of Tredegar’s compensation program are discretionary, the Company is not currently in danger of losing deductions under Code Section 162(m). The Committee will carefully review any compensation plan or action that would result in the disallowance of compensation deductions. The Committee will consider a variety of factors, including the amount of any deductions that may be lost.

Executive Compensation Committee:

February 4, 2004

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          The following table summarizes information with respect to equity compensation plans under which equity securities are authorized for issuance, as of December 31, 2003.

          Tredegar currently has in effect the Amended and Restated Incentive Plan (the “SIP”) under which 1,843,325 shares may be issued upon the grant of stock options and stock awards. This plan was approved by Tredegar’s shareholders on May 20, 1999. As of February 5, 2004, 642,625 shares remained available for grant under the SIP.

          The Board proposes that the shareholders approve the 2004 Equity Incentive Plan (the “2004 Plan”), which was unanimously adopted by the Board on February 18, 2004, subject to the approval of shareholders. The 2004 Plan permits the grant of options, stock appreciation rights (“SARs”), stock and stock unit awards and incentive awards. Upon shareholder approval of the 2004 Plan, there will be no further awards made under the Amended and Restated Incentive Plan.

          The Board believes that the 2004 Plan will benefit Tredegar by (i) assisting in recruiting and retaining the services of individuals with high ability and initiative, (ii) providing greater incentives for employees and other individuals who provide valuable services to Tredegar and its subsidiaries and (iii) associating the interests of those persons with those of Tredegar and its shareholders. The more significant features of the 2004 Plan are summarized below.

          The following summary of the material features of the 2004 Plan is qualified in its entirety by reference to the 2004 Plan, a copy of which is attached as an annex to the electronic copy of this proxy statement filed with the Securities and Exchange Commission and may be accessed from the Securities and Exchange Commission’s Web site at www.sec.gov.

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Administration

          The 2004 Plan will be administered by the Executive Compensation Committee of the Board (the “Committee”). The Committee will have the authority to select the individuals who will participate in the 2004 Plan (“Participants”) and to make awards upon such terms (not inconsistent with the terms of the 2004 Plan) as the Committee considers appropriate. The Committee will have complete authority to interpret the provisions of the 2004 Plan, to prescribe the form of agreements evidencing awards and to make all determinations necessary or advisable for the administration of the 2004 Plan.

          The Committee may delegate its authority to administer the 2004 Plan to the Executive Committee of the Board or to an officer of Tredegar. The Committee may not delegate its authority, however, with respect to individuals who are subject to Section 16 of the Securities Exchange Act of 1934. This summary uses the term “Administrator” to refer to the Committee and any delegate of the Committee.

Eligibility

          Any employee of Tredegar, any employee of any of its affiliates and any person who provides services to Tredegar or an affiliate (including members of the Board) are eligible to participate in the 2004 Plan if the Administrator determines that the individual has contributed significantly or can be expected to contribute significantly to the profits or growth of Tredegar or one of its affiliates. Tredegar is not able to estimate the number of individuals who may be selected by the Administrator to participate in the 2004 Plan or the type or size of awards that the Administrator will approve.

Awards

          Options. Options granted under the 2004 Plan may be incentive stock options (“ISOs”) or nonqualified stock options. A stock option entitles the holder to purchase shares of common stock from Tredegar at the option price. The option price will be fixed by the Administrator on the date the option is granted, but the price cannot be less than the shares’ fair market value on the date of grant. Except for adjustments related to stock dividends, stock splits, etc. (as described below), the exercise price of an outstanding option may not be reduced without shareholder approval. The option will be exercisable at the times and subject to the conditions prescribed by the Administrator. The option price may be paid in cash or, if permitted by the terms of the option agreement, by the surrender of common stock that the Participant has held for at least six months. The option term will be set by the Administrator but it cannot exceed ten years. The 2004 Plan provides that no Participant may be granted options in any calendar year for more than 450,000 shares.

          SARs. The 2004 Plan also permits the grant of SARs. A stock appreciation right or SAR generally entitles the holder to receive a payment equal to the excess, if any, of the fair market value of the common stock on the date of exercise over the fair market value of the common stock on the date of grant. The amount payable upon the exercise of an SAR may be settled in cash, with shares of common stock or a combination of cash and common stock as the Administrator determines in its discretion. SARs may be exercised at such times and subject to such conditions as the Administrator may establish. The maximum term of an SAR is ten years. SARs may be granted alone or in conjunction with an option (in which case the exercise of the option reduces the number of shares that remain subject to the SAR and vice versa). The 2004 Plan provides that no Participant may be granted SARs in any calendar year for more than 450,000 shares.

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          Stock Awards and Stock Units. The 2004 Plan permits the grant of stock awards and the grant of stock units. A “Stock Award” is an award of common stock. A “Stock Unit” is an award that allows the Participant to earn a benefit based on the fair market value of a share of common stock. Stock Awards and Stock Units may be nontransferable or subject to forfeiture or both unless and until conditions prescribed by the Administrator are satisfied. The conditions may include, for example, a requirement that the Participant complete a stated period of service or that certain performance objectives be achieved. The objectives may be based on performance goals that are stated with reference to the performance criteria described below. A Stock Award or Stock Unit that is not immediately vested and transferable will be restricted for a period of at least three years (or one year if the award is subject to objectives stated with reference to the performance criteria described below). The 2004 Plan provides that no Participant may receive Stock Awards or Stock Units in any calendar year covering more than 75,000 shares.

          Incentive Awards. Incentive awards also may be granted under the 2004 Plan. An “Incentive Award” is an opportunity to earn a cash payment upon the achievement of stated performance objectives. The performance objectives will be stated with reference to the performance criteria described below. The 2004 Plan provides that no Participant may receive an Incentive Award payment in any calendar year that exceeds the lesser of (i) 75% of the Participant’s base salary (prior to any salary reduction or deferral election) as of the date of grant of the Incentive Award or (ii) $250,000.

          Performance Criteria. The Administrator may prescribe that Stock Awards and Stock Units will become vested only upon the satisfaction of performance objectives. As noted above, Incentive Awards may be earned only upon the satisfaction of performance objectives. The 2004 Plan provides that the performance objectives may be stated with reference to the fair market value of the common stock or on Tredegar’s, a subsidiary’s or an operating unit’s economic profit added, return on equity, earnings per share, total earnings, earnings growth, return on capital or return on assets.

Transferability

          Awards under the 2004 Plan generally are nontransferable other than by will or the laws of descent and distribution. The Administrator may grant options (other than ISOs) that are transferable during the Participant’s lifetime to members of the Participant’s immediate family and trusts or partnerships of which those individuals are the only beneficiaries or partners.

Change in Control

          The 2004 Plan provides that all outstanding options and SARs will be exercisable and all outstanding Stock Awards, Stock Units and Incentive Awards will be earned if there is a Change in Control of Tredegar. The 2004 Plan generally provides that a Change in Control occurs if a person (or a group of persons) becomes the owner of 50% or more of Tredegar’s voting securities, if there is a substantial change in the composition of the Board, if there is a business combination in which Tredegar’s shareholders own 80% or less of the surviving entity or if the shareholders approve a liquidation or dissolution of Tredegar or the sale of all or substantially all of Tredegar’s assets.

Share Authorization

          A maximum of 2,000,000 shares may be issued under the 2004 Plan, but no more than 600,000 shares may be issued as Stock Awards or in settlement of Stock Units. The 2004 Plan also provides that the aggregate share authorization will be increased by shares subject to awards and awards granted under the “Prior Plans” that are terminated, forfeited or otherwise expire without the issuance of the full number of shares subject to the awards. For this purpose the term “Prior Plan” means our 1989 Incentive Stock Option Plan, 1992 Omnibus Stock Incentive Plan, 1996 Incentive Plan and the Amended and Restated Incentive Plan.

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          The share authorization, the terms of outstanding awards and the individual grant limitations will be adjusted as the Administrator determines is appropriate if we have a stock split, stock dividend, combination, reclassification of shares or similar change in our capitalization.

Amendment and Termination

          The Board may terminate or suspend the 2004 Plan, in whole or in part, at any time. The Board also may amend the 2004 Plan, but the amendment must be approved by shareholders if the amendment (i) increases the number of shares that may be issued under the 2004 Plan or the per individual limitation on awards, (ii) changes the requirements for participation in the 2004 Plan or (iii) modifies the 2004 Plan in any other way that would require shareholder approval under any applicable regulatory requirement, including the rules of the New York Stock Exchange.

          No awards may be granted under the 2004 Plan after February 18, 2014. Awards made before that date (or before the earlier termination of the 2004 Plan) will remain valid in accordance with their terms. No amendment of the 2004 Plan will adversely affect a Participant’s rights without the Participant’s consent.

Federal Tax Consequences

          Counsel advised us regarding the federal income tax consequences of the 2004 Plan. No income is recognized by a Participant at the time an option or SAR is granted. If the option is an ISO, no income will be recognized upon the Participant’s exercise of the option. Income is recognized by a Participant when he disposes of shares acquired under an ISO. The exercise of a nonqualified stock option or SAR generally is a taxable event that requires the Participant to recognize, as ordinary income, the difference between the shares’ fair market value and the option price or the amount paid in settlement of the SAR.

          Income is recognized on account of the grant of a Stock Award when the shares first become transferable or are no longer subject to a substantial risk of forfeiture. At that time the Participant recognizes income equal to the fair market value of the common stock.

          No income is recognized upon the grant of Stock Units or an Incentive Award. Income will be recognized on the date that payment is made under the Stock Units or Incentive Award.

          The employer (either Tredegar or a subsidiary) will be entitled to claim a federal income tax deduction on account of the exercise of a nonqualified stock option or SAR or the vesting of a Stock Award or the settlement of Stock Units or an Incentive Award. The amount of the deduction is equal to the ordinary income recognized by the Participant. The employer will not be entitled to a federal income tax deduction on account of the grant or the exercise of an ISO. The employer may claim a federal income tax deduction on account of certain dispositions of ISO stock.

Vote Required

          The 2004 Plan must be approved by the holders of a majority of the total votes cast on the 2004 Plan at the annual meeting, provided that the total votes cast on the 2004 Plan represents over 50 percent of the outstanding shares of Tredegar common stock. For these purposes, under the rules of the New York Stock Exchange, abstentions are counted as votes cast, and broker non-votes are not counted as votes cast. Thus, broker non-votes will have no effect on the proposal to approve the 2004 Plan, provided that the total votes cast on the proposal to approve the 2004 Plan represents over 50 percent of the outstanding shares of Tredegar common stock.

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THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE 2004 PLAN.

          The following graph compares cumulative total shareholder returns for Tredegar, the Russell 2000 Index and the S&P SmallCap 600 Stock Index (an index comprised of companies with market capitalizations similar to Tredegar’s market capitalization) since December 31, 1998. The comparison assumes $100 was invested on December 31, 1998, with dividends reinvested.

The Nominating and Governance Committee

          Tredegar has a Nominating and Governance Committee, the Charter of which describes the Committee’s responsibilities, including identifying, recruiting and recommending director candidates for nomination by our Board. Our Governance Guidelines also contain important information concerning the responsibilities of the Nominating and Governance Committee with respect to identifying and evaluating the director candidates. The Nominating and Governance Committee Charter is attached as Appendix D of this proxy statement and the Governance Guidelines are attached as Appendix A of this proxy statement. Both documents are also published on Tredegar’s Web site at www.tredegar.com.

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          All members of the 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 the Committee be independent.

Nominating and Governance Committee Process for Identifying and Evaluating Director Candidates

          The Nominating and Governance Committee evaluates all director candidates in accordance with the director qualification standards described in the Governance Guidelines. The Nominating and Governance Committee evaluates all candidates’ qualifications to serve as a member of the Board based on the skills and characteristics of individual Board members as well as the composition of the Board as a whole. In addition, the Nominating and Governance Committee will evaluate a candidate’s independence, diversity, age, skills and experience in the context of the Board’s needs.

Director Candidate Recommendations and Nominations by Shareholders

        The Nominating and Governance Committee’s Charter provides that the Nominating and Governance Committee will consider director candidate recommendations by shareholders. Shareholders should submit any such recommendations for the Nominating and Governance Committee through the method described under “Communications with the Board of Directors” below.

          In addition, any shareholder of record entitled to vote for the election of directors at the applicable meeting of shareholders may nominate persons for election to the Board so long as such shareholder complies with the requirements set forth in the applicable provisions of our amended and restated By-laws and summarized in “Shareholders’ Proposals” below.

Sources for New Nominees

          Messrs. Donald T. Cowles, Richard W. Goodrum, John D. Gottwald and Thomas G. Slater, Jr., are directors standing for re-election. Tredegar did not utilize any third party search firms to assist in identifying potential director candidates during 2003.

          Our Nominating and Governance Committee did not receive any recommendations of director candidates from any shareholder or group of shareholders during 2003.

Communications with the Board of Directors

          The Board unanimously has approved a process for shareholders to send communications to the Board and individual directors. Shareholders can communicate in writing to the 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, shareholders may use these same means to communicate with non-management directors, individually or as a group. Communications will be forwarded to the intended recipient(s), although Tredegar screens mail for security purposes.

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Director Attendance at Annual Meeting of Shareholders

          Our policy is that directors attend the annual meeting of shareholders. All of our directors attended the 2003 annual meeting of shareholders.

_________________

SHAREHOLDERS’ PROPOSALS

          The regulations of the Securities and Exchange Commission require any shareholder wishing to make a proposal to be acted upon at the 2005 annual meeting of shareholders to present the proposal to Tredegar at our principal office in Richmond, Virginia, no later than October 29, 2004. We will consider written proposals received by that date for inclusion in our proxy statement in accordance with regulations governing the solicitation of proxies.

          Article I, Section 8 of our amended and restated By-laws also require any shareholder wishing to make a proposal to be acted on at an annual meeting to give written notice to the Corporate Secretary of Tredegar no later than 90 days before the meeting. The notice must contain:

          In addition, Section 5 of Article II of our amended and restated By-laws allows any shareholder entitled to vote in the election of directors generally to nominate one or more persons for election as directors at a meeting only if written notice of such shareholder’s intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Corporate Secretary of Tredegar not later than:

          Each notice shall set forth:

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          In order for a shareholder to bring other business before a shareholders meeting, we must receive timely notice within the time limits described above. Such notice must include:

          These requirements are separate from the requirements of the Securities and Exchange Commission that a shareholder must meet to have a proposal included in our proxy statement.

          The amended and restated By-laws are available on our Web site at www.tredegar.com. We will also furnish any shareholder a copy of our amended and restated By-laws without charge upon written request to the Corporate Secretary. We filed a copy of our amended and restated By-laws as Exhibit 3 to our Quarterly Report on Form 10-Q, for the quarter ended June 30, 2003, and is available at the Securities and Exchange Commission Web site (www.sec.gov).

          Tredegar will provide without charge to each person to whom this proxy statement has been delivered, on the written request of any such person, a copy of Tredegar’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, including the financial statements and financial statement schedules. Requests should be directed to Tredegar Corporation, 1100 Boulders Parkway, Richmond, Virginia, 23225, Attention: Corporate Secretary. A list of exhibits to the Form 10-K, showing the cost of each, will be delivered with the copy of the Form 10-K. Any of the exhibits will be provided upon payment of the charge noted on the list.

          Institutions that hold shares in street name for two or more beneficial owners with the same address are permitted to deliver a single proxy statement and annual report to that address. Any such beneficial owner may request a separate copy of this proxy statement or the Annual Report on Form 10-K by contacting Tredegar’s Corporate Secretary at 1100 Boulders Parkway, Richmond, Virginia, 23225.

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          The Board is not aware of any matters to be presented for action at the annual meeting of shareholders other than as described in this proxy statement. However, if any other matters are properly raised at the annual meeting or in any adjournment of the annual meeting, the person or persons voting the proxies will vote them in accordance with their best judgment.

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Appendix A

TREDEGAR CORPORATION

Governance Guidelines

          Tredegar’s Directors are elected by its shareholders to oversee management and to act in the best interest of Tredegar and its shareholders. Tredegar’s Board of Directors has an active Chairman who is not part of Tredegar’s management and whose duties and responsibilities are separate and distinct from those of Tredegar’s Chief Executive Officer. The Chairman’s responsibility is to Tredegar’s shareholders and the Board of Directors.

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3

4

5

Appendix 1

Independence Determination Guidelines

A director shall not be independent if, within the preceding three years, he or she satisfies any one or more of the following criteria:

The Board shall also consider a director’s charitable relationships. A director who is an officer, director, or trustee of a charitable or non-profit organization shall not be considered to have a material relationship with Tredegar that impairs the director’s independence so long as Tredegar’s contributions to the entity (excluding amounts contributed by Tredegar under its employee matching gift program) are less than $100,000 or 2% of such entity’s consolidated gross revenues as reported for the last completed fiscal year (whichever is greater).

References to “Tredegar” include Tredegar and any of its subsidiaries.

Appendix B

TREDEGAR CORPORATION

Audit Committee Charter

Mission of Committee

          The mission of the Audit Committee (the “Committee”) of Tredegar Corporation (“Tredegar”) is to assist the Board of Directors in discharging its oversight responsibilities relating to the accounting, reporting, and financial practices of Tredegar and its subsidiaries by monitoring (i) the quality and integrity of the financial statements, the financial reporting processes and the systems of internal accounting and financial controls of Tredegar and its subsidiaries, (ii) Tredegar’s (and its subsidiaries’) compliance with legal and regulatory requirements and (iii) the independence, qualifications and performance of Tredegar’s independent auditor. The Committee also assists the Board of Directors in overseeing the performance of Tredegar’s internal auditing function.

General Responsibilities

          Management is responsible for the preparation of Tredegar’s financial statements, and the independent auditor is responsible for auditing those financial statements. While the Committee has the responsibilities and powers set forth in this Charter, the Committee is not to be deemed to provide expert or special assurance as to Tredegar’s financial statements or internal controls or any professional certification as to the activities of the independent auditor.

Committee Membership

          The Committee shall be composed of at least three members. All Committee members shall be independent of management and free of any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment. Each Committee member shall also meet the independence, experience and financial literacy requirements for serving on an audit committee, and at least one member shall possess the requisite accounting or related financial management expertise, all as set forth in the applicable rules of the New York Stock Exchange (“NYSE”) and the United States Securities and Exchange Commission (“SEC”), as then in effect.

          No member of the Committee may serve on the audit committees of more than three public companies, unless approved by a majority of independent directors of the Board of Directors after approval by the Nominating and Governance Committee. If a Committee member simultaneously serves on the audit committee of more than three public companies, the Board of Directors must determine that such simultaneous service would not impair the ability of such member to effectively serve on the Committee and disclose such determination in Tredegar’s annual proxy statement.

          The members of the Committee shall be appointed by the Board of Directors, at the Board of Director’s annual meeting, on the recommendation of the Nominating & Governance Committee, and may be removed by the Board of Directors. Unless a Chairman is elected by the full Board of Directors, the members of the Committee shall designate a Chairman by majority vote of the full Committee membership.

Committee Meetings & Reporting

          The Committee shall meet separately, as often as may be deemed necessary or appropriate in its judgment, but at least quarterly. The Committee shall keep minutes of all its meetings.

          As part of its oversight responsibilities, the Committee or the Chairman shall conduct private meetings separately, in person or by telephone, at least quarterly with (i) Tredegar’s independent auditor, (ii) Tredegar’s Vice President, Audit and (iii) Tredegar’s Vice President & General Counsel. The Committee may elect, in its discretion, to meet with the Vice President, Audit and the Vice President & General Counsel concurrently.

          The Committee shall report at least quarterly to the Board of Directors on its meetings and discussions.

Oversight Responsibilities

          In executing its oversight responsibilities, the Committee shall perform the following functions:

Oversight Activities Regarding Financial Reporting and Internal Controls

2

Oversight Activities Regarding Independent Auditor

3

Oversight Activities Regarding Internal Audit Function

4

Oversight of Legal and Regulatory Compliance and of Adherence to Code of Conduct

Annual Performance Review, Annual Charter Review & Other Authority

          The Committee shall conduct an annual self-evaluation of the Committee’s performance and report its findings to the Board of Directors.

          The Committee shall review and reassess this Charter at least annually and recommend any proposed changes to the Board of Directors for approval.

          The Committee has the authority to retain and seek the advice of outside legal, accounting or other advisors as the Committee deems necessary or appropriate in fulfilling its duties and responsibilities under this Charter. The Committee shall have sole discretion in determining the terms and conditions (including compensation) of all such engagements without seeking further approval.

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          The Committee has the authority, if necessary, to institute special investigations into any matters within its scope of responsibilities, and, if appropriate, hire special counsel, other advisors or experts to assist in such investigations.

          The Committee shall perform other duties and functions assigned by Tredegar’s Board of Directors.

Conflicts

          To the extent that any provision or section of this Charter may be inconsistent with any article, provision or section of Tredegar’s Articles of Incorporation or Bylaws or any applicable law or regulation, the Articles of Incorporation, the Bylaws or the law or regulation, as appropriate, shall control.

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Appendix C

TREDEGAR CORPORATION

Executive Compensation Committee Charter

Purpose

          The purpose of the Executive Compensation Committee’s (the “Compensation Committee”) is to discharge the Board’s responsibilities relating to compensation of Tredegar’s executives, to produce an annual report on executive compensation for inclusion in Tredegar’s annual proxy statement, and to oversee and advise the Board on the adoption of policies that govern Tredegar’s compensation programs, including stock and benefit plans.

Membership

          The Compensation Committee shall be comprised of three or more directors, each of whom shall (1) be appointed, and may be replaced, by the Board of Directors on the recommendation of the Nominating and Governance Committee and (2) satisfy the independence requirements of the New York Stock Exchange relating to executive compensation committees as then in effect.

Operations

          The Compensation Committee shall meet in person or telephonically at least twice a year. Additional meetings may occur as the Compensation Committee deems advisable. The Compensation Committee shall keep minutes of all its meetings. The Compensation Committee shall report to the Board of Directors on its meetings and discussions at Board meetings.

Responsibilities and Duties

To fulfill its purpose, the Compensation Committee shall:

The performance of any of these responsibilities may be delegated to a subcommittee of the Committee created and approved by the Committee. Any such subcommittee must be composed entirely of independent directors and must have a published committee charter.

Annual Performance Evaluation

          The Compensation Committee shall perform a review and evaluation, at least annually, of the performance of the Compensation Committee and its members, including a review of the compliance of the Compensation Committee with this Charter. In addition, the Compensation Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Compensation Committee considers necessary or valuable. The Compensation Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.

Conflicts

          To the extent that any provision or section of this Charter may be inconsistent with any article, provision or section of Tredegar’s Articles of Incorporation, the Bylaws or any applicable law or regulation, the Articles of Incorporation, the Bylaws or the law or regulation, as appropriate, shall control.

          Nothing in this Charter is to be construed as precluding discussion of CEO compensation with the Board generally.

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Appendix D

TREDEGAR CORPORATION

Nominating and Governance Committee Charter

Purpose of Committee

The purpose of the Nominating and Governance Committee (the “Committee”) is to identify and recruit qualified individuals for membership on the Board of Directors and to recommend to the Board the director nominees for the next annual meeting of shareholders. The Committee is also responsible for reviewing and recommending to the Board Tredegar’s Corporate Governance Guidelines (the “Governance Guidelines”) and any modifications thereto, and for overseeing Tredegar’s corporate governance affairs.

Committee Membership

The Committee shall be composed of at least three members. All Committee members shall be independent of management and free of any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment. Independence shall be determined in accordance with the director independence standards established by the New York Stock Exchange and Securities and Exchange Commission as in effect from time-to-time.

The members of the Committee shall be appointed by the Board of Directors, at the Board’s annual meeting, on the recommendation of the Committee, and may be removed by the Board at any time. Unless a Chairman is elected by the full Board, the members of the Committee shall designate a Chairman by majority vote of the full Committee membership.

Committee Meetings & Reporting

The Committee shall meet as often as may be deemed necessary or appropriate in its judgment, but at least twice per year. The Committee shall keep minutes of all its meetings. The Committee shall report to the Board of Directors on its meetings and discussions at Board meetings.

Responsibilities

The Committee’s responsibilities shall include the following:

The performance of any of these responsibilities may be delegated to a subcommittee of the Committee created and approved by the Committee.

Annual Performance Review, Annual Charter Review & Other Authority

The Committee shall conduct an annual self-evaluation of the Committee’s performance and report its findings to the Board of Directors.

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The Committee shall review and reassess this Charter at least annually and recommend any proposed changes to the Board of Directors for approval.

Conflicts

To the extent that any provision or section of this Charter may be inconsistent with any article, provision or section of Tredegar’s Articles of Incorporation, the Bylaws or any applicable law or regulation, the Articles of Incorporation, the Bylaws or the law or regulation, as appropriate, shall control.

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FOLD AND DETACH HERE
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TREDEGAR CORPORATION
PLEASE MARK VOTE USING DARK INK ONLY.

FOLD AND DETACH HERE
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TREDEGAR CORPORATION
Richmond, Virginia

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 29, 2004

PROXY VOTING INSTRUCTIONS

This Proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints D. Andrew Edwards, Norman A. Scher and W. Hildebrandt Surgner, Jr., or any of them, with full power of substitution in each, proxies (and if the undersigned is a proxy, substitute proxies) to vote all shares of stock of Tredegar Corporation that the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on April 29, 2004, and at any and all adjournments and postponements of the meeting.

INSTRUCTIONS:
Please date, sign and mail your proxy card in the envelope provided as soon as possible.

TREDEGAR CORPORATION
2004 EQUITY INCENTIVE PLAN

ARTICLE I

DEFINITIONS

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ARTICLE II

PURPOSES

The Plan is intended to assist the Company and its Affiliates in recruiting and retaining individuals with ability and initiative by enabling such persons to participate in the future success of the Company and its Affiliates and to associate their interests with those of the Company and its shareholders. The Plan is intended to permit the grant of both Options qualifying under Section 422 of the Code (“incentive stock options”) and Options not so qualifying, and the grant of SARs, Stock Awards, Stock Unit Awards and Incentive Awards. No Option that is intended to be an incentive stock option shall be invalid for failure to qualify as an incentive stock option.  The proceeds received by the Company from the sale of Shares of Common Stock pursuant to this Plan shall be used for general corporate purposes.

ARTICLE III

ADMINISTRATION

The Plan shall be administered by the Committee. The Committee shall have authority to grant Awards upon such terms (not inconsistent with the provisions of this Plan) as the Committee may consider appropriate.  Such terms may include conditions (in addition to those contained in this Plan) on the exercisability of all or any part of an Option or SAR or on the vesting or forfeitability of a Stock Award, Stock Unit Award or Incentive Award, including upon a termination of employment or a Change in Control. Notwithstanding any such conditions, the Committee may, in its discretion, accelerate the time at which any Option or SAR may be exercised, or the time at which a Stock Award may become transferable or nonforfeitable or the time at which a Stock Unit Award or an Incentive Award may be settled.  In addition, the Committee shall have complete authority to interpret all provisions of this Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules and regulations pertaining to the administration of the Plan; and to make all other determinations necessary or advisable for the administration of this Plan.  The express grant in the Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee.  Any decision made, or action taken, by the Committee or in connection with the administration of this Plan shall be final and conclusive.  Neither the Committee nor any member of the Committee shall be liable for any act done in good faith with respect to this Plan or any Award. All expenses of administering this Plan shall be borne by the Company.

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The Committee, in its discretion, may delegate to one or more officers of the Company or the Executive Committee of the Board, all or part of the Committee’s authority and duties with respect to grants and awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act.  The Committee may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Committee’s delegate or delegates that were consistent with the terms of the Plan.

Notwithstanding the foregoing, the Plan shall be administered by the full Board with respect to Awards to non-employee Directors and any references to the Committee shall be deemed to be references to the Board.

ARTICLE IV

ELIGIBILITY

Any employee of the Company or an Affiliate (including a corporation that becomes an Affiliate after the adoption of this Plan) or a person who provides services to the Company or an Affiliate (including a corporation that becomes an Affiliate after the adoption of this Plan) is eligible to participate in this Plan if the Committee, in its sole discretion, determines that such person has contributed significantly or can be expected to contribute significantly to the profits or growth of the Company or an Affiliate.  Directors of the Company may be selected to participate in this Plan.

ARTICLE V

STOCK SUBJECT TO PLAN

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ARTICLE VI

OPTIONS

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ARTICLE VII

SARS

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ARTICLE VIII

STOCK AND STOCK UNIT AWARDS

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ARTICLE IX

INCENTIVE AWARDS

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ARTICLE X

ADJUSTMENT UPON CHANGE IN SHARES OF COMMON STOCK

The maximum number of shares as to which Options, SARs, Stock Awards and Stock Unit Awards may be granted under this Plan, the terms of outstanding Awards (including, where applicable, the Option price or Initial Value), and the per individual limitations on Awards, shall be adjusted as the Committee shall determine to be equitably required in the event that (a) the Company (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section 424 of the Code applies or (b) there occurs any other event which, in the judgment of the Committee necessitates such action.  Any determination made under this Article X by the Committee shall be final and conclusive.

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The issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the maximum number of shares as to which Options, SARs, Stock Awards and Stock Unit Awards may be granted, the per individual limitations on the number of shares for which Options, SARs, Stock Awards and Stock Unit Awards may be granted or the terms of outstanding Awards.

The Committee may grant Awards in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or an Affiliate in connection with a transaction described in the first paragraph of this Article X.  Notwithstanding any provision of the Plan (other than the limitation in Section 5.02), the terms of such substituted Awards shall be as the Committee, in its discretion, determines is appropriate.

ARTICLE XI

CHANGE IN CONTROL

Except as provided in an Agreement, upon a Change in Control, all unvested Awards shall vest as of the Control Change Date. Options and SARs and SARs may be exercised in accordance with the terms provided in the applicable Agreement. Upon a Change in Control, the provisions of this Article XI shall take precedence over any other provision of the Plan or in any Agreement that relates to the vesting of an Award.

ARTICLE XII

COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES

No Option or SAR shall be exercisable, no shares of Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable federal and state laws and regulations (including, without limitation, withholding tax requirements), any listing agreement to which the Company is a party, and the rules of all domestic stock exchanges on which the Company’s shares may be listed.  The Company shall have the right to rely on an opinion of its counsel as to such compliance.  Any share certificate issued to evidence shares of Common Stock may bear such legends and statements as the Committee may deem advisable to assure compliance with federal and state laws and regulations.  No Option or SAR shall be exercisable, no Shares of Common Stock shall be issued, no certificate for shares of Common Stock shall be delivered, and no payment shall be made under this Plan until the Company has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters.

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ARTICLE XIII

GENERAL PROVISIONS

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ARTICLE XIV

AMENDMENT

The Board may at any time in its sole discretion, for any reason whatsoever, terminate or suspend the Plan, and from time to time may amend or modify the Plan; provided that without the approval of the Company’s shareholders in accordance with applicable law, no amendment or modification to the Plan may (i) except as otherwise expressly provided in Article X, increase the number of shares of Common Stock subject to the Plan or the per individual Award limits, (ii)  modify the requirements for participation in the Plan or (iii) modify the Plan in any other way that would require shareholder approval under any regulatory requirement that the Committee determines to be applicable, including, without limitation, the rules of the New York Stock Exchange.

No amendment shall, without a Participant’s consent, adversely affect any rights of such Participant under any Award outstanding at the time such amendment is made.

ARTICLE XV

DURATION OF PLAN

No Award may be granted under this Plan after February 19, 2014. Awards granted before that date shall remain valid in accordance with their terms.

ARTICLE XVI

EFFECTIVE DATE OF PLAN

Options, SARs, Stock Unit Awards and Incentive Awards may be granted under this Plan upon its adoption by the Board, provided that no Award shall be effective or exercisable unless this Plan is approved by the Company’s shareholders in accordance with applicable law within twelve months of such adoption.  Stock Awards may be granted under this Plan upon the later of its adoption by the Board or its approval by shareholders in accordance with the preceding sentence.

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