RESTRUCTURING & LOCKUP AGREEMENT

EXECUTION COPY

RESTRUCTURING & LOCKUP AGREEMENT

     This Restructuring & Lockup Agreement (this “ Agreement ”), dated as of February, 10 2009, is entered into by and among Pliant Corporation (“ Pliant ” and together with its subsidiaries and their respective successors and assigns, the “ Company ”), and the holders of claims against the Company signatory hereto (the “ Consenting Holders ” and each, a “ Consenting Holder ”). The Company, each Consenting Holder and any subsequent person that becomes a party hereto (pursuant to the Joinder attached hereto as Exhibit B ) are referred herein as the “ Parties ” and individually as a “ Party .”

PRELIMINARY STATEMENTS

     A. As of the date hereof, the Consenting Holders hold, in aggregate, approximately 75% of the aggregate outstanding principal amount of the Company’s 11.85% Senior Secured Notes due 2009 (together with the Company’s 11.35% Senior Secured Discount Notes due 2009, the “ First Lien Notes ”), issued under that certain Amended and Restated Indenture dated as of February 17, 2004 (as amended and restated as of May 6, 2005), by and among Pliant, the Note Guarantors (as defined therein) and Wilmington Trust Company as trustee (as amended or supplemented, the “ First Lien Indenture ”).

     B. The Company and the Consenting Holders desire to implement a restructuring and reorganization of the Company such that the Consenting Holders and the other holders of claims against and/or equity interests in the Company shall receive the consideration to be paid, distributed or provided by the Company pursuant to such restructuring and reorganization as set forth in the form of Debtors’ Joint Plan of Reorganization attached hereto as Exhibit A (the “ Form of Plan ”), which is expressly incorporated herein and made part of this Agreement. The Form of Plan sets forth the terms and conditions of the Restructuring Transaction (as defined below), however, it is supplemented by the terms and conditions of this Agreement. In the event of any inconsistency between the Form of Plan and this Agreement, this Agreement shall control. This Agreement and the Form of Plan are the product of discussions between the Company and an ad hoc group of holders of the First Lien Notes (the “ Ad Hoc Group ”), comprising the initial Consenting Holders signatory hereto.

     C. In order to expedite the contemplated restructuring and reorganization of the Company, each Party, subject to the terms of this Agreement, desires to pursue and support a restructuring transaction by way of a prenegotiated bankruptcy under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “ Bankruptcy Code ”) relating to the Company that achieves and implements the terms of the Form of Plan (a “ Restructuring Transaction ”) and by way of recognition proceedings under Section 18.6 of the Companies’ Creditors Arrangement Act with respect to certain subsidiaries of the Company with assets in Canada (the “ CCAA Proceedings ”), and during the pendency of this Agreement desires not to support any restructuring or reorganization of the Company or any of its subsidiaries (or any plan or proposal in respect of the same) that does not achieve or implement the terms of the Form of Plan.

     D. In order to implement the Restructuring Transaction, the Company has agreed, subject to the terms and conditions of this Agreement, (i) to prepare and file (a) a plan of reorganization that is materially consistent with the Form of Plan (the “ Conforming Plan ”) in a case filed under chapter 11 of the Bankruptcy Code (the “ Chapter 11 Case ”) and (b) a disclosure statement that is materially consistent with the Form of Plan (the “ Conforming Disclosure Statement ”), and (ii) to use its best efforts to have the Conforming Disclosure Statement approved and the Conforming Plan confirmed by the bankruptcy court having jurisdiction over the Chapter 11 Case (the “ Bankruptcy Court ”) and by the court having jurisdiction over the CCAA Proceedings (the “ Canadian Court ”).

STATEMENT OF AGREEMENT

     In consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

     1.  Agreements of Consenting Holders .

          (a)  Ownership . Each Consenting Holder represents and warrants that, as of the date hereof, (i) such Consenting Holder (A) is the beneficial owner of the aggregate principal amount of First Lien Notes set forth below its name on the signature page hereof and all related claims, rights and causes of action arising out of or in connection with or otherwise relating to such First Lien Notes (the “ Claims ”), and/or (B) has investment or voting discretion with respect to such First Lien Notes and Claims (other than ordinary course pledges and/or swaps) with the power and authority to bind the beneficial owner(s) of such First Lien Notes and Claims to the terms of this Agreement and (ii) such Consenting Holder has full power and authority to vote on and consent to such matters concerning such First Lien Notes and Claims and to exchange, assign and transfer such First Lien Notes and Claims.

          (b)  Voting . Each Consenting Holder agrees that until this Agreement has been terminated in accordance with Section 3 hereof, and subject to Section 21 hereof, it:

               (i) shall timely vote its First Lien Notes and Claims to accept any Conforming Plan, following receipt of any Conforming Disclosure Statement, in any solicitation of votes for any such Conforming Plan (but in no case later than any voting deadline stated therein); provided , however , that upon termination of this Agreement, such Consenting Holder may revoke its vote in writing to the Company;

               (ii) shall vote against and shall in no way otherwise, directly or indirectly, support any restructuring or reorganization of the Company (or any plan or proposal in respect of the same) that is not consistent with, or does not implement or achieve, the material terms of the Form of Plan; and

               (iii) shall not (A) directly or indirectly seek, solicit, support or encourage any other plan or the termination of the exclusive period for the filing of any plan, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company that could reasonably be expected to prevent, delay or impede the successful restructuring of the Company as contemplated by the Form of Plan and any Conforming Plan,

(B) object to the Conforming Disclosure Statement or the solicitation of votes for the Conforming Plan or support any such objection by a third party or (C) take any other action that is inconsistent with, or that would delay confirmation of, the Conforming Plan.

Provided , however , that nothing contained herein shall limit: (i) the ability of a Consenting Holder to consult with other Consenting Holders or the Company; (ii) the rights of a Consenting Holder under any applicable bankruptcy, insolvency, foreclosure or similar proceeding, including, without limitation, appearing as a party in interest in any matter to be adjudicated to appear and be heard, concerning any matter arising in the Chapter 11 Case or the CCAA Proceedings so long as such consultation or appearance is not inconsistent with the Consenting Holder’s obligations hereunder and the terms of the Conforming Plan; (iii) the ability of a Consenting Holder to sell or enter into any transactions in connection with the First Lien Notes or any other claims against or interests in the Company, subject to Sections 1(c) and 1(d) hereof; or (iv) the rights of any Consenting Holder under the First Lien Indenture or constitute a waiver or amendment of any provision of the First Lien Indenture, subject to Section 1(e) hereof.

          (c)  Transfers . Each Consenting Holder agrees that until this Agreement has been terminated in accordance with Section 3 hereof, it shall not sell, transfer or assign any of the First Lien Notes or Claims or any option thereon or any right or interest (voting or otherwise) therein, unless the transferee thereof either (i) is a Consenting Holder or (ii) agrees in writing for the benefit of the Parties to be bound by all of the terms of this Agreement by executing the Joinder attached hereto as Exhibit B , a copy of which shall be provided to both Stroock & Stroock & Lavan LLP (“ Stroock ” and, together with Houlihan Lokey Howard & Zukin Capital as financial advisors to the Ad Hoc Group, and any Canadian or local counsel to the Ad Hoc Group, the “ Ad Hoc Group Advisors ”), as counsel to the Ad Hoc Group and Sidley Austin LLP, as counsel to the Company, in which event the obligations of each Party to the Consenting Holders hereunder shall be deemed to constitute obligations in favor of such transferee.

          (d)  Additional Claims or Equity Interests . To the extent any Consenting Holder (a) acquires additional First Lien Notes or Claims, (b) holds or acquires any other claims against the Company entitled to vote on the Conforming Plan or (c) holds or acquires equity interests in the Company entitled to vote on the Conforming Plan, each such Consenting Holder agrees that such First Lien Notes, Claims, other claims or equity interests shall be subject to this Agreement and that it shall vote (or cause to be voted) any such additional First Lien Notes, Claims, other claims or equity interests (in each case, to the extent still held by it or on its behalf at the time of such vote) in a manner consistent with Section 1(b) hereof.

     2.  Agreements of the Parent and the Company . The Company hereby agrees that it shall:

          (a) use its best efforts to (i) file the Chapter 11 Case with respect to the Restructuring Transaction in the United States Bankruptcy Court for the District of Delaware, and file the CCAA Proceedings with the Canadian Court, on or prior to February 14, 2009 (the “ Filing Date ”), (ii) file the Conforming Plan and the Conforming Disclosure Statement with the Bankruptcy Court within ninety (90) days of the Filing Date, (iii) obtain Bankruptcy Court approval of the Conforming Disclosure Statement within one hundred seventy-five (175) days of the Filing Date, (iv) obtain confirmation of the Conforming Plan by the Bankruptcy Court within

two hundred thirty (230) days of the Filing Date, and by the Canadian Court within two (2) business days of the confirmation order being granted by the Bankruptcy Court; and (v) consummate the Restructuring Transaction on or prior to the date that is nine (9) calendar months following the closing of the Company’s debtor-in-possession financing (subject to an automatic one month extension if the Conforming Plan has been confirmed pursuant to an order entered by the Bankruptcy Court and recognized by the Canadian Court);

          (b) not assert, or support any assertion by any third party, that, prior to issuing any termination notice pursuant to Section 3(b) hereof, a Consenting Holder shall be required to obtain relief from the automatic stay from the Bankruptcy Court (and hereby waives, to the greatest extent possible, the applicability of the automatic stay to the giving of such notice);

          (c) prepare or cause the preparation, as soon as practicable after the date hereof, of each of the Conforming Plan, the Conforming Disclosure Statement and the other Definitive Documents (as defined below), each containing terms and conditions materially consistent with the Form of Plan, and to distribute such documents and afford reasonable opportunity of comment and review to the respective legal and financial advisors for the Consenting Holders in advance of any filing thereof; and

          (d) not seek to implement any transaction or series of transactions that would effect a restructuring or reorganization of the Company (or any plan or proposal in respect of the same) that is not consistent with, or does not implement or achieve, the material terms of the Form of Plan.

     3.  Termination of Agreement.

          (a) This Agreement may be terminated in accordance with Section 3(b) hereof if any of the following events (any such event, a “ Termination Event ”) occurs and is not waived in accordance with Section 7 hereof:

               (i) the Company fails to (A) file the Chapter 11 Case with respect to the Restructuring Transaction in the United States Bankruptcy Court for the District of Delaware, and file the CCAA Proceedings with the Canadian Court, on or prior to February 14, 2009, (B) file the Conforming Plan and the Conforming Disclosure Statement with the Bankruptcy Court on or prior to May 15, 2009, (C) obtain Bankruptcy Court approval of the Conforming Disclosure Statement on or prior to August 8, 2009, (D) obtain confirmation of the Conforming Plan by the Bankruptcy Court on or prior October 1, 2009, and by the Canadian Court within two (2) business days thereafter, or (E) consummate the Restructuring Transaction on or prior to December 17, 2009;

               (ii) the Company files, propounds or otherwise supports any plan of reorganization other than the Conforming Plan or other creditors of the Company file any plan of reorganization other than the Conforming Plan;

               (iii) the Conforming Plan is modified or replaced such that it (or any such replacement) at any time is not in whole or in part consistent in any material respect with the Form of Plan;

               (iv) the Company withdraws or revokes the Conforming Plan or publicly announces its intention not to pursue the Conforming Plan or proposes a reorganization or plan under Chapter 11 of the Bankruptcy Code other than the Conforming Plan;

               (v) the Company shall have breached any of its obligations, representations, warranties or covenants under this Agreement or failed to satisfy in any respect any of the terms or conditions under this Agreement;

               (vi) any final Definitive Document, including any modification or amendment thereof, provides for any terms that are not, in whole or in part consistent in any material respect with all or any portion of the Form of Plan or the Conforming Plan and is not otherwise reasonably satisfactory in all respects to the Consenting Holders;

               (vii) any other document, including any modification or amendment thereof, necessary to implement the Conforming Plan and the Restructuring Transaction shall not be reasonably acceptable to the Consenting Holders in all respects;

               (viii) the Company files any motion or pleading with the Bankruptcy Court or the Canadian Court that is not consistent in any material respect with this Agreement, the Form of Plan or the Conforming Plan;

               (ix) the Bankruptcy Court or the Canadian Court grants relief that is materially inconsistent with this Agreement or the Form of Plan or Conforming Plan in any respect;

               (x) an examiner with expanded powers or a trustee shall have been appointed in the Chapter 11 Case, the Chapter 11 Case shall have been converted to a case under chapter 7 of the Bankruptcy Code, or the Chapter 11 Case shall have been dismissed by order of the Bankruptcy Court;

               (xi) the CCAA Proceedings shall have been converted to bankruptcy proceedings or the CCAA Proceedings shall have been dismissed by the Canadian Court;

               (xii) the Company loses the exclusive right to file and solicit acceptances of a plan of reorganization;

               (xiii) the commencement of an avoidance action affecting the rights of any Consenting Holder by the Company or the commencement of such an action by any other parties;

               (xiv) the termination of, or occurrence of an event of default (as defined in the applicable agreement) under any commitment to provide post-petition debtor-in-possession financing or exit financing to the Company, which shall not have been cured within any applicable grace periods or waived pursuant to the terms of the agreement governing such facility;

               (xv) the termination of, or occurrence of an event of default (as defined in the applicable order or agreement) under, any order or agreement permitting the use of cash

collateral or regarding post-petition financing which shall not have been cured within any applicable grace periods or waived pursuant to the terms of the agreement governing such facility;

               (xvi) the post-petition exit facility, including all documents related thereto, shall not be reasonably acceptable to the Consenting Holders; or

               (xvii) the Company shall fail to timely and fully discharge all of its obligations then due and owing under any existing agreements of the Company regarding the payment of fees and expenses of the Ad Hoc Group Advisors in connection with the Restructuring Transaction.

          (b) Upon the occurrence of a Termination Event that is not waived in accordance with Section 7 , this Agreement shall terminate effective upon two (2) business days prior written notice of termination delivered to the Parties by Consenting Holders who are not then in breach of any of their obligations under this Agreement and hold at least a majority in aggregate principal amount of the First Lien Notes held by such Consenting Holders.

          (c)  Mutual Termination . This Agreement, and the obligations of all Parties hereunder, may be terminated by mutual agreement among the Company and the Consenting Holders holding at least two-thirds (2/3) in aggregate outstanding principal amount of the First Lien Notes held by all Consenting Holders.

          (d)  Effect of Termination . Following the termination of this Agreement in accordance with this Section 3 , each Party shall, subject to Section 11 hereof, be released from its commitments, undertakings and agreements under or related to this Agreement and shall have the rights and remedies that it would have had and shall be entitled to take all actions, whether with respect to the Restructuring Transactions or otherwise, that it would have been entitled to take had it not entered into this Agreement, including all rights and remedies available to it under applicable law, the First Lien Notes, the First Lien Indenture and any ancillary documents or agreements thereto. If this Agreement has been terminated in accordance with this Section 3 at a time when permission of the Bankruptcy Court shall be required for the Consenting Holder to change or withdraw (or cause to change or withdraw) its vote to accept the Conforming Plan, the Company shall not oppose any attempt by the Consenting Holder to change or withdraw (or cause to change or withdraw) such vote at such time. The Consenting Holders shall have no liability to the Company or to each other in respect of any termination of this Agreement in accordance with the terms of this Section 3 .

     4.  Good Faith Cooperation; Further Assurances; Acknowledgment; Definitive Documents . The Parties shall cooperate with each other in good faith and shall coordinate their activities (to the extent practicable and subject to the terms hereof) in respect of (a) all matters relating to their rights in respect of the Company or otherwise in connection with their relationship with the Company, (b) all matters concerning the implementation of the Conforming Plan and (c) the pursuit and support of the Restructuring Transaction. Furthermore, subject to the terms hereof, each of the Parties shall take such action as may be reasonably necessary to carry out the purposes and intent of this Agreement, including making and filing any required regulatory filings and voting any equity securities of the Company in favor of the Restructuring

Transaction (provided that no Consenting Holder shall be required to incur any expense, liability or other obligation), and shall refrain from taking any action that would frustrate the purposes and intent of this Agreement, including proposing a plan that is not the Conforming Plan. This Agreement is not, and shall not be deemed, a solicitation for consents to the Conforming Plan or a solicitation to tender or exchange any First Lien Notes. Each Party hereby covenants and agrees (i) to negotiate in good faith the definitive documents implementing, achieving and relating to the Conforming Plan, including the order of the Bankruptcy Court confirming the Conforming Plan, the order of the Canadian Court recognizing the order confirming the Conforming Plan and definitive documentation relating to the debtor-in-possession financing, exit financing, charter, bylaws, and other related documents, each of which are more specifically described in the Form of Plan, shall contain terms and conditions consistent in all respects with the Form of Plan, and shall otherwise be reasonably satisfactory in all respects to the Company and the Consenting Holders (collectively, the “ Definitive Documents ”), and (ii) to execute (to the extent they are a party thereto) and otherwise support the Definitive Documents. The Company agrees to provide drafts of all Definitive Documents to the Ad Hoc Group Advisors and shall afford them a reasonable opportunity to comment on such documents and disclosures and shall incorporate any such comments in good faith. The consent or approval of the Consenting Holders to the Definitive Documents, or any other documents provided for under this Agreement (including without limitation the consents and approvals reflected in Section 3 hereof), may be communicated to the Company by Stroock.

     5.  Representations and Warranties . Each Party, severally (and not jointly), represents and warrants to the other Parties that the following statements are true, correct and complete as of the date hereof:

          (a) it is validly existing and in good standing under the laws of the state of its organization, and has all requisite corporate, partnership, limited liability company or similar authority to enter into this Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder; and the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized by all necessary corporate, limited liability, partnership or other similar action on its part;

          (b) the execution, delivery, and performance by such Party of this Agreement does not and shall not (i) violate any provision of law, rule or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it or any of its subsidiaries is a party;

          (c) the execution, delivery, and performance by such Party of this Agreement does not and shall not require any registration or filing with, consent or approval of, or notice to, or other action to, with or by, any federal, state or governmental authority or regulatory body, except such filings as may be necessary and/or required for disclosure by the Securities and Exchange Commission and in connection with the Chapter 11 Case, the Conforming Plan and the Conforming Disclosure Statement; and

          (d) this Agreement is the legally valid and binding obligation of it, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of the Bankruptcy Court.

     6.  Disclosure; Publicity .

          (a) Within three (3) business days after the execution of this Agreement, and subject to the provisions set forth in Section 6(b) hereof, the Company shall disclose to the public this Agreement (including the schedules and exhibits hereto), with such redactions as may be requested by any Consenting Holder’s counsel to maintain the confidentiality of the items identified in Section 6(b) hereof, except as otherwise required by law. In the event that the Company fails to make the foregoing disclosures in compliance with the terms specified herein, any Consenting Holder may publicly disclose the foregoing, including, without limitation, this Agreement and all of its exhibits and schedules (subject to any redactions required hereby). The Company hereby waives any claims against the Consenting Holders arising as a result of such disclosure in compliance with this Agreement.

          (b) The Company will submit drafts to the Ad Hoc Group Advisors of all press releases and public documents that constitute the initial disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement prior to making any such disclosure, and shall afford them a reasonable opportunity to comment on such documents and disclosures and shall incorporate any such comments in good faith. Except as required by law or otherwise permitted under the terms of any other agreement between the Company and any Consenting Holder, no Party or its advisors shall (i) use the name of any Consenting Holder in any public manner or (ii) disclose to any person (including, for the avoidance of doubt, any other Consenting Holder), other than advisors to the Company, the principal amount or percentage of any First Lien Notes or any other securities of the Company held by any Consenting Holder, in each case without such Consenting Holder’s prior written consent; provided, however, that (i) such disclosure is required by law or regulation, the disclosing Party shall afford the relevant Consenting Holder a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure and (ii) the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of First Lien Notes held by the Consenting Holders.

     7.  Amendments and Waivers . This Agreement, including any exhibits or supplements hereto, may not be modified, amended or supplemented and a Termination Event may not be waived except in a writing signed by the Company and Consenting Holders who are not then in breach hereof and who hold at least a majority in aggregate principal amount of the First Lien Notes held by such Consenting Holders; provided, however, that any modification of, or amendment or supplement to, this Section 7 shall require the written consent of all of the Parties.

     8.  Effectiveness . This Agreement shall not become effective and binding on the Parties unless and until counterpart signature pages shall have been executed and delivered by the Company and Consenting Holders holding at least two-thirds (2/3) in aggregate principal

amount of the First Lien Notes; provided, however, that signature pages executed by Consenting Holders shall be delivered to (a) other Consenting Holders in a redacted form that removes such Consenting Holders’ holdings of the First Lien Notes and (b) the Company and advisors to the Consenting Holders in an unredacted form.

     9.  GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISIONS WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. BY ITS EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ANY MATTER UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT RENDERED IN ANY SUCH ACTION, SUIT OR PROCEEDING, MAY BE BROUGHT IN ANY FEDERAL OR STATE COURT IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY ACCEPTS AND SUBMITS ITSELF TO THE NONEXCLUSIVE JURISDICTION OF EACH SUCH COURT, GENERALLY AND UNCONDITIONALLY, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NOTWITHSTANDING THE FOREGOING CONSENT TO JURISDICTION, UPON THE COMMENCEMENT OF THE CHAPTER 11 CASE, EACH OF THE PARTIES AGREES THAT THE BANKRUPTCY COURT SHALL HAVE EXCLUSIVE JURISDICTION WITH RESPECT TO ANY MATTER UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

     10.  Specific Performance . It is understood and agreed by the Parties that money damages would not be a sufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy of any such breach, without the necessity of proving the inadequacy of money damages as a remedy, including an order of the Bankruptcy Court requiring any Party to comply promptly with any of its obligations hereunder.

     11.  Survival . Notwithstanding the termination of this Agreement pursuant to Section 3 , the agreements and obligations of the Parties in this Section 11 and in Sections 3(d) , 6 , 9 , 13 , 15 , 18 , 19 , and 20 shall survive such termination and shall continue in full force and effect for the benefit of the Consenting Holders in accordance with the terms hereof.

     12.  Headings . The headings of the sections, paragraphs and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof.

     13.  Successors and Assigns; Severability; Several Obligations . This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators and representatives. The invalidity or unenforceability at any

time of any provision hereof shall not affect or diminish in any way the continuing validity and enforceability of the remaining provisions hereof. The agreements, representations and obligations of the Consenting Holders under this Agreement are, in all respects, several and not joint.

     14.  No Third-Party Beneficiaries . Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties and no other person or entity shall be a third-party beneficiary hereof.

     15.  Prior Negotiations; Entire Agreement . This Agreement constitutes the entire agreement of the Parties, and supersedes all other prior negotiations, with respect to the subject matter hereof, except that the Parties acknowledge that any confidentiality agreements heretofore executed between the Company and each Consenting Holder shall continue in full force and effect.

     16.  Counterparts . This Agreement may be executed in one or more counterparts (including by facsimile signature or otherwise), each of which shall be deemed an original and all of which shall constitute one and the same agreement.

     17.  Notices . All notices hereunder shall be deemed given if in writing and delivered, if sent by facsimile, e-mail, courier or by registered or certified mail (return receipt requested) to the addresses and facsimile numbers set forth on the signature pages hereof (or at such other addresses or facsimile numbers as shall be specified by like notice), with a copy to each person identified thereon.

     18.  Reservation of Rights . Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of each Consenting Holder to protect and preserve its rights, remedies and interests, including its claims against the Company. Nothing herein shall be deemed an admission of any kind. If the transactions contemplated herein are not consummated, or this Agreement is terminated for any reason, the parties hereto fully reserve any and all of their rights. Pursuant to Rule 408 of the Federal Rule of Evidence, any applicable state rules of evidence and any other applicable law, foreign or domestic, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms.

     19.  Prevailing Party . If any Party brings an action or proceeding against any other Party based upon a breach by such Party of its obligations hereunder, the prevailing Party shall be entitled to all reasonable expenses incurred, including reasonable attorneys’, accountants’ and financial advisors fees in connection with such action or proceeding.

     20.  Relationship Among Parties . It is understood and agreed that no Consenting Holder has any duty of trust or confidence in any form with any other Consenting Holder, and, except as provided in this Agreement, there are no commitments among or between them. In this regard, it is understood and agreed that any Consenting Holder may trade in the First Lien Notes or other debt or equity securities of the Company without the consent of the Company or any other Consenting Holder, subject to applicable securities laws and the terms of this Agreement; provided further that no Consenting Holder shall have any responsibility for any

such trading by any other entity by virtue of this Agreement. No prior history, pattern or practice of sharing confidences among or between the Consenting Holders shall in any way affect or negate this understanding and agreement.

     21.  Fiduciary Duties . Notwithstanding anything to the contrary herein, nothing in this Agreement shall require (a) the Company or any directors or officers of the Company (in such person’s capacity as a director or officer of the Company) to take any action, or to refrain from taking any action, to the extent required to comply with its or their fiduciary obligations under applicable law, or (b) any Consenting Holder or representative of a Consenting Holder that is a member of a statutory committee established in the Chapter 11 Case to take any action, or to refrain from taking any action, in such person’s capacity as a statutory committee member to the extent required to comply with fiduciary obligations applicable under the Bankruptcy Code; provided however, that nothing in this Agreement shall be construed as requiring any Consenting Holder to serve on any statutory committee in the Chapter 11 Case. Nothing herein will limit or affect, or give rise to any liability, to the extent required for the discharge of the fiduciary obligations described in this Section 21 .

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.

[Signature Pages Follow]

Notice Address:

Pliant Corporation
1475 Woodfield Road, Suite 700
Schaumburg, IL 60173
Fax: (847) 969-3338
Attention: Steve Auburn, Vice President & General Counsel

With a copy to:

Sidley Austin LLP
Bank One Plaza
One South Dearborn Street
Chicago, Illinois 60603
Fax: (312)853-7036
Attention: Larry J. Nyhan

(Signature Pages to Lockup Agreement)

Principal Amount of First Lien Notes Held

(Signature Pages to Lockup Agreement)

EXHIBIT A

UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

DEBTORS’ JOINT PLAN OF REORGANIZATION

Proposed Counsel to the Debtors and Debtors-in-Possession

Dated: February 11, 2009

TABLE OF CONTENTS

EXHIBITS

Exhibit 3.2(g) — Intercompany Claims That Will Not Be Reinstated

Exhibit 5.2(b) — Reorganized Pliant Shareholders Agreement

Exhibit 5.2(c) — New Warrant Agreement

Exhibit 5.4(a)(l) — Certificate of Incorporation of Reorganized Pliant

Exhibit 5.4(a)(2) — By-Laws of Reorganized Pliant

Exhibit 5.4(b) — Directors and Officers of Reorganized Pliant and Other Reorganized Debtors

Exhibit 5.9 — Management Equity Incentive Plan

Exhibit 5.13 — Success Bonus Summary and Success Bonus Plan Term Sheet

Exhibit 7.1 — Rejected Executory Contracts

Exhibit 12.6 — Discontinued Compensation and Benefits Programs

INTRODUCTION

          Pliant (as defined herein), Pliant Corporation International, Uniplast Holdings, Inc., Pliant Film Products of Mexico, Inc., Pliant Packaging of Canada, LLC, Alliant Company LLC, Uniplast U.S., Inc., Uniplast Industries Co,, and Pliant Corporation of Canada Ltd. propose the following joint plan of reorganization for the resolution of the outstanding claims against and interests in the Debtors (as defined herein). Reference is made to the Disclosure Statement (as that term is defined herein), distributed contemporaneously herewith, for a discussion of the Debtors’ history, business, properties and operations, projections for those operations, risk factors, a summary and analysis of this Plan (as that term is defined herein), and certain related matters including, among other things, the securities to be issued under this Plan. Subject to certain restrictions and requirements set forth herein and in 11 U.S.C. § 1127 and Fed. R. Bankr. P. 3019, the Debtors reserve the right to alter, amend, modify, revoke or withdraw this Plan prior to its substantial consummation in accordance with the terms hereof, the Confirmation Order, the Canadian Confirmation (each, as defined herein), and the Bankruptcy Code.

ARTICLE I

DEFINED TERMS AND RULES OF INTERPRETATION

     A.  Defined Terms. As used herein, capitalized terms shall have the meanings set forth below. Any term that is not otherwise defined herein, but that is used in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning given to that term in the Bankruptcy Code or the Bankruptcy Rules, as applicable.

     1.1 2006 Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of Pliant Corporation effective July 18,2006.

     1.2 Ad Hoc Committee of First Lien Noteholders means that certain informal committee of certain holders of the First Lien Notes.

     1.3 Ad Hoc Committee Advisors means Stroock & Stroock & Lavan LLP, Richards, Layton & Finger P.A., Goodmans LLP and Houlihan Lokey Howard & Zukin Capital, Inc.

     1.4 Ad Hoc Committee Advisors Claims means all Claims for the reasonable fees and expenses incurred by the Ad Hoc Committee Advisors, in each case pursuant to the terms of their respective pre-Petition Date engagement letters.

     1.5 Administrative Expense Claim means a Claim for costs and expenses of administration of the Chapter 11 Cases that are Allowed under sections 328, 330, 363, 364(c)(l), 365, 503(b), and 507(a)(2) of the Bankruptcy Code, including, without limitation, (a) any actual and necessary costs and expenses of preserving the Debtors’ Estates and operating the businesses of the Debtors (such as wages, salaries and commissions for services and payments for inventory, leased equipment and premises) and Claims of governmental units for taxes (including tax audit Claims) related to tax years commencing after the Petition Date, but excluding Claims related to tax periods, or portions thereof, ending on or before the Petition Date; (b) all compensation for legal, financial, advisory, accounting and other services and reimbursement of expenses Allowed by the Bankruptcy Court; (c) all Ad Hoc Committee Advisor Claims, without any requirement for the filing of retention applications or fee applications in the Chapter 11 Cases; (d) any indebtedness or obligations incurred or assumed by the Debtors in Possession during the Chapter 11 Cases; (e) any payment to be made under this Plan or otherwise to cure a default on an assumed executory contract or unexpired lease; (f) all First Lien Notes Indenture Trustee Claims without any requirement for filing fee applications in the Chapter 11 Cases; (g) Claims for out-of-pocket expenses incurred by members of the Ad Hoc Committee of First Lien Noteholders (excluding any fees or expenses for legal or financial advisors except as otherwise provided herein); and (h) all fees and expenses incurred by the Information Officer [which are subject to a super-priority charge granted by order of the Canadian Court]. All fees and charges assessed against the Debtors’ Estates under section 1930, chapter 123, of title 28 of the United States Code are excluded from the definition of Administrative Expense Claim and shall be paid in accordance with Section 12.10 of the Plan.

     1.6 Affiliate Debtor(s) means, individually or collectively, a Debtor or Debtors other than Pliant, as applicable.

     1.7 Allowed means, with respect to a Claim or Interest, or any portion thereof, in any Class or category specified, a Claim or Interest (a) that is not listed as disputed, contingent or unliquidated on the Debtors’ schedules, if any, and as to which no objection or request for estimation has been filed on or before any objection deadline, if any, set by the Bankruptcy Court or the expiration of such other applicable period fixed by the Bankruptcy Court, (b) as to which any objection has been settled, waived, withdrawn or denied by a Final Order; or (c) that is expressly allowed (i) by a Final Order, (ii) by an agreement between the Holder of such Claim or Interest and the Debtors or Reorganized Debtors, or (iii) pursuant to the terms of this Plan.

     1.8 Allowed Claim Percentage means the ratio of (a) the amount of a Holder’s Disputed Claim that is subsequently Allowed to (b) the aggregate amount of all Disputed Claims in such Class at the time of such Allowance (without giving effect to such Allowance).

     1.9 Ballot means the document for accepting or rejecting this Plan, in the form approved by the Bankruptcy Court.

     1.10 Bankruptcy Code means title 11 of the United States Code, as now in effect or hereafter amended, as applicable to the Chapter 11 Cases.

     1.11 Bankruptcy Court means the United States Bankruptcy Court for the District of Delaware or any other court with jurisdiction over the Chapter 11 Cases.

     1.12 Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, as now in effect or hereafter amended and any Local Rules of the Bankruptcy Court.

     1.13 Business Day means any day other than a Saturday, a Sunday or “legal holiday” (as defined in Bankruptcy Rule 9006(a)).

     1.14 By-Laws means the by-laws of Reorganized Pliant, in substantially the form attached to this Plan as Exhibit 5.4(a)(2), which shall be in form and substance reasonably acceptable to the Ad Hoc Committee of First Lien Noteholders.

     1.15 Canadian Confirmation Order means the order of the Canadian Court, which shall, among other things, order and declare that the Confirmation Order and this Plan are recognized and shall be implemented and effective in Canada in accordance with their terms, and which shall be in form and substance reasonably acceptable to the Debtors and the Ad Hoc Committee of First Lien Noteholders.

     1.16 Canadian Court means the Ontario Superior Court of Justice.

     1.17 Canadian Debtors means Uniplast Industries Co., Pliant Corporation of Canada Ltd., and Pliant Packaging of Canada, LLC.

     1.18 Cash means legal tender of the United States of America.

     1.19 CCAA Proceedings means the recognition proceedings commenced by the Canadian Debtors under section 18.6 of the Companies’ Creditors Arrangement Act in the Canadian Court.

     1.20 Certificate of Incorporation means the amended and restated certificate of incorporation of Reorganized Pliant, in substantially the form attached to this Plan as Exhibit 5.4(a)(1), which shall be in form and substance reasonably acceptable to the Ad Hoc Committee of First Lien Noteholders.

     1.21 Chapter 11 Cases means the voluntary cases commenced February 11, 2009 by the Debtors in the Bankruptcy Court under chapter 11 of the Bankruptcy Code.

     1.22 Claim means a “claim,” as defined in section 101(5) of the Bankruptcy Code.

     1.23 Class means each category of Holders of Claims or Interests established under Article II of this Plan pursuant to sections 1122 and 1123(a)(l) of the Bankruptcy Code.

     1.24 Class “      ”Final Distribution Percentage means for each applicable Class (Class 5 and Class 6) the percentage determined, as of the Final Distribution Date, by dividing the total amount of all Allowed Claims in such Class as of the Final Distribution Date by the sum of the aggregate amount of Allowed Claims in Class 5 and Class 6; provided, however, that if Class 6 votes to reject the Plan, Class 5 Final Distribution Percentage means 100%.

     1.25 Class “      ” Initial Distribution Percentage means for each applicable Class (Class 5 and Class 6) the percentage determined, as of the Effective Date, by dividing the total amount of all Allowed Claims in such Class as of the Effective Date by the sum the of aggregate amount of Allowed Claims in Class 5 and Class 6; provided, however, that if Class 6 votes to reject the Plan, Class 5 Initial Distribution Percentage means 100%.

     1.26 Confirmation Date means the date on which the Clerk of the Bankruptcy Court enters the Confirmation Order on its docket.

     1.27 Confirmation Hearing means the hearing held by the Bankruptcy Court on confirmation of the Plan, as such hearing may be continued from time to time.

     1.28 Confirmation Order means the order of the Bankruptcy Court confirming this Plan pursuant to section 1129 of the Bankruptcy Code, which shall be in form and substance reasonably acceptable to the Debtors and the Ad Hoc Committee of First Lien Noteholders.

     1.29 Debtor(s) means, individually or collectively, Pliant, Pliant Corporation International, Uniplast Holdings, Inc., Pliant Film Products of Mexico, Inc., Pliant Packaging of Canada, LLC, Alliant Company LLC, Uniplast U.S., Inc., Uniplast Industries Co., and Pliant Corporation of Canada Ltd.

     1.30 DIP Facility Agent means The Bank of New York Mellon as Administrative Agent and Collateral Agent under the DIP Facility Agreement.

     1.31 DIP Facility Agreement means that certain Secured Super-Priority, Debtor-in- Possession Multiple Draw Term Loan Agreement, by and among the DIP Facility Lenders, the DIP Facility Agent and the Debtors, dated as of February [ ], 2009, together with all related documents and instruments delivered pursuant to or in connection therewith, as may be amended from time to time.

     1.32 DIP Facility Claims means all Claims held by the DIP Facility Agent and the DIP Facility Lenders pursuant to the DIP Facility Agreement and the Final DIP Order.

     1.33 DIP Facility Lenders means the lenders party to the DIP Facility Agreement.

     1.34 Disallowed Claim means all or such part of a Claim that is disallowed by a Final Order of the Bankruptcy Court or other court of competent jurisdiction.

     1.35 Disbursing Agent means any entity in its capacity as a disbursing agent under section 6.3 hereof.

     1.36 Disclosure Statement means that certain disclosure statement relating to this Plan, including, without limitation, all exhibits and schedules thereto, as the same may be amended, supplemented or otherwise modified from time to time, as approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code.

     1.37 Disputed Claim means any Claim, including any portion thereof, that is (a) neither an Allowed Claim nor a Disallowed Claim, or (b) for which a Proof of Claim or Interest for payment has been timely filed with the Bankruptcy Court or a written request for payment has been made, to the extent the Debtors or any party in interest has interposed a timely objection or request for estimation, which objection or request for estimation has not been withdrawn or determined by a Final Order.

     1.38 Disputed Claim Reserve means the reserve established pursuant to section 8.3 of this Plan.

     1.39 Distribution Record Date means the Effective Date or such other date as may be designated in the Confirmation Order.

     1.40 DTC means The Depository Trust Company.

     1.41 Effective Date means the first Business Day this Plan becomes effective as provided in Article IX hereof.

     1.42 Estate(s) means, individually, the estate of Pliant or any of the Affiliate Debtors and collectively, the estates of the Debtors created under section 541 of the Bankruptcy Code.

     1.43 Excess New Warrant Pool means the aggregate number of New Warrants, if any, remaining in the Disputed Claim Reserve after all Disputed Claims in Class 5 shall have been Allowed and received a recovery in accordance with the terms of the Plan or Disallowed.

     1.44 Exhibit means an exhibit annexed either to this Plan or the Disclosure Statement. Each Exhibit shall be in form and substance reasonably acceptable to the Ad Hoc Committee of First Lien Noteholders.

     1.45 Exit Facility means a financing facility to be entered into by the Reorganized Debtors on the Effective Date, in such amount and on such terms as are satisfactory to the Debtors and the Ad Hoc Committee of First Lien Noteholders.

     1.46 Exit Facility Credit Agreement means the bank financing agreement relating to the Exit Facility, which shall be in form and substance satisfactory to the Debtors and the Ad Hoc Committee of First Lien Noteholders.

     1.47 Face Amount means (i) when used in reference to a Disputed Claim, the full stated amount claimed by the Holder of such Claim in any Proof of Claim timely filed with the Bankruptcy Court or otherwise deemed timely filed by any Final Order of the Bankruptcy Court or other applicable bankruptcy law, and (ii) when used in reference to an Allowed Claim, the Allowed amount of such Claim.

     1.48 File, Filed or Filing means file, filed or filing with the Bankruptcy Court or its authorized designee in the Chapter 11 Cases.

     1.49 Final Distribution Date means a date selected by the Reorganized Debtors that is no later than thirty (30) days after the date that all Disputed Claims shall have been Allowed or Disallowed pursuant to a Final Order of the Bankruptcy Court or such other court with competent jurisdiction over the Disputed Claims.

     1.50 Final DIP Order means the Final Order (I) Authorizing the Debtors to (A) Obtain Postpetition Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 363(c), 363(e), 364(c), 364(d)(1) and 364(e), (B) Utilize Cash Collateral of Prepetition Secured Parties, (II) Granting Adequate Protection to Prepetition Secured Parties, and (III) Granting Related Relief, a proposed form of which was filed [       , 2009] and as entered, amended, modified or supplemented by the Bankruptcy Court from time to time.

     1.51 Final Order means an order or judgment of the Bankruptcy Court (or other court of competent jurisdiction) entered by the Clerk of the Bankruptcy Court on the docket in the Chapter 11 Cases (or on the docket of any other court of competent jurisdiction), which has not been reversed, vacated or stayed and as to which (a) the time to appeal, petition for certiorari or move for a new trial, reargument or rehearing has expired and as to which no appeal, petition for certiorari or other proceedings for a new trial, reargument or rehearing shall then be pending, or (b) if an appeal, writ of certiorari , new trial, reargument or rehearing thereof has been sought, such order or judgment of the Bankruptcy Court shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied or a new trial, reargument or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari or move for a new trial, reargument or rehearing shall have expired; provided, however, that the possibility that a motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed relating to such order, shall not cause such order not to be a Final Order.

     1.52 First Lien Noteholder means a Holder of a First Lien Note.

     1.53 First Lien Notes means (1) the 11.85% senior secured notes due 2009 in the aggregate principal amount of approximately $384.5 million as of the Petition Date and (2) the remaining 11.35% senior secured notes due 2009 in the aggregate principal amount of approximately $8.0 million as of the Petition Date, each issued under the First Lien Notes Indenture.

     1.54 First Lien Notes Indenture means that certain Amended and Restated Indenture (as amended and restated as of May 6, 2005, supplemented, and modified from time to time) dated as of February 17, 2004, among Pliant, as issuer, and Wilmington Trust Company, as indenture trustee, including all agreements, documents, notes, instruments, and any other agreements delivered thereto or in connection therewith. The guarantors of indebtedness under the original first lien notes indenture, prior to its amendment, pursuant to which the 11.35% senior secured notes were issued, were (i) Pliant Corporation International; (ii) Pliant Film Products of Mexico, Inc.; (iii) Pliant Packaging of Canada, LLC; (iv) Uniplast Holdings, Inc.; (v) Uniplast U.S., Inc.; (vi) Uniplast Industries Co.; and (vii) Pliant Solutions Corporation. The guarantors of indebtedness under the First Lien Notes Indenture, as amended and restated as of May 6, 2005, pursuant to which the 11.85% senior secured notes were issued, are (i) Pliant Corporation International; (ii) Pliant Film Products of Mexico, Inc.; (iii) Pliant Packaging of Canada, LLC; (iv) Uniplast Holdings, Inc.; (v) Uniplast U.S., Inc.; and (vi) Uniplast Industries Co.

     1.55 First Lien Notes Indenture Trustee Claims means all Claims of the First Lien Notes Indenture Trustee for reasonable fees and expenses under the terms of the First Lien Notes Indenture (including, but not limited to, the reasonable fees, costs and expenses incurred by the First Lien Notes Indenture Trustee’s professionals).

     1.56 First Lien Notes Claims means all Claims (i) arising under or evidenced by the First Lien Notes, the First Lien Notes Indenture and related documents (other than the First Lien Notes Indenture Trustee Claims) and (ii) pursuant to section 507(b) of the Bankruptcy Code granted to the First Lien Noteholders or the First Lien Indenture Trustee pursuant to the terms of the Final DIP Order.

     1.57 First Lien Notes Indenture Trustee means the trustee under the First Lien Notes Indenture.

     1.58 General Unsecured Claim means any Claim against the Debtors that is not an Administrative Expense Claim, a DIP Facility Claim, a Priority Tax Claim, a Priority Non-Tax Claim, an Other Secured Claim, a Prepetition Credit Facility Claim, a First Lien Notes Claim, a Second Lien Notes Claim, a Senior Subordinated Notes Claim, an Intercompany Claim or a Section 510(b) Claim and shall not include Claims that are disallowed or released, whether by operation of law or pursuant to order of the Bankruptcy Court, written release or settlement, the provisions of this Plan or otherwise.

     1.59 Holder means an entity holding a Claim or Interest.

     1.60 Impaired means “impaired” within the meaning of section 1124 of the Bankruptcy Code.

     1.61 Information Officer means RSM Richter Inc.

     1.62 Initial Distribution Date means a date selected by the Reorganized Debtors that is not later than forty-five (45) days after the Effective Date.

     1.63 Initial New Warrant Pool means a number of New Warrants equal to the difference between (a) the total number of New Warrants to be issued pursuant to the Plan on the Effective Date and (b) the Reserved New Warrant Pool.

     1.64 Intercompany Claims means all prepetition Claims against any of the Debtors held by a Debtor or a Non-Debtor Affiliate.

     1.65 Intercreditor Agreement means the Amended and Restated Intercreditor Agreement, dated as of February 17, 2004, as amended, modified or supplemented from time to time, between Pliant, the collateral agent under the Revolving Credit Facility Agreement, the First Lien Notes Indenture Trustee and the Second Lien Notes Indenture Trustee.

     1.66 Interest means the legal, equitable, contractual and other rights of the Holders of Series AA Preferred Stock, Series M Preferred Stock, and Pliant Outstanding Common Stock Interests in Pliant.

     1.67 Interim Compensation Order means the Order entered Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professional Pursuant to §§ 105 and 331, a form of which was filed with the Bankruptcy Court on [       , 2009].

     1.68 Lien means, with respect to any interest in property, any mortgage, lien, pledge, charge, security interest, easement or encumbrance of any kind whatsoever affecting such interest in property.

     1.69 Litigation Claims means the claims, rights of action, suits or proceedings, whether in law or in equity, whether known or unknown that any Debtor or Estate may hold against any entity as of the Petition Date except any claim, right or cause of action pursuant to section 547 of the Bankruptcy Code.

     1.70 Lockup Agreement means that certain Restructuring & Lockup Agreement dated as of February 11, 2009, entered into by and among Pliant and certain of the First Lien Noteholders.

     1.71 Management Equity Incentive Plan means the management equity incentive plan developed for the Reorganized Debtors, which shall be in form and substance reasonably acceptable to the Ad Hoc Committee of First Lien Noteholders. The Management Equity Incentive Plan will be substantially in the form attached as Exhibit 5.9 to this Plan.

     1.72 New Common Stock means the shares of Reorganized Pliant common stock, par value $.001 per share, of which [       ] shares shall be authorized pursuant to the Certificate of

Incorporation and up to [      ] shares shall be initially issued pursuant to the Plan as of the Effective Date.

     1.73 New Warrant Agreement means a new warrant agreement to be entered into by Reorganized Pliant and the holders of New Warrants, which shall be in form and reasonably acceptable substance to the Ad Hoc Committee of First Lien Noteholders. The New Warrant Agreement shall be substantially in the form attached as Exhibit 5.2(c) to this Plan.

     1.74 New Warrants means warrants for the purchase of 7.5% of the New Common Stock on a fully diluted basis which are to be issued by Reorganized Pliant pursuant to the Plan and the New Warrant Agreement.

     1.75 Non-Debtor Affiliate means, individually or collectively, Aspen Industrial, S.A. de C.V., Jacinto Mexico, S.A. de C.V., Pliant de Mexico S.A. de C.V., Pliant Corporation Pty. Ltd., and Pliant Film Products GmbH.

     1.76 Other Secured Claim means a Claim, other than an Administrative Expense Claim, a DIP Credit Facility Claim, a Prepetition Credit Facility Claim, and a First Lien Notes Claim, that is secured by a lien on property in which a Debtor’s Estate has an interest or that is subject to setoff under section 553 of the Bankruptcy Code, to the extent of the value of the Claim holder’s interest in the applicable Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code or, in the case of the setoff, pursuant to section 553 of the Bankruptcy Code.

     1.77 Pliant Outstanding Common Stock means the issued and outstanding common stock of Pliant as of the Petition Date.

     1.78 Pliant Outstanding Common Stock Interests means any Claim or Interest attributable to ownership of Pliant Outstanding Common Stock and all other unissued or authorized shares of Pliant’s common stock as of the Petition Date, whether or not transferable, and all options or rights of any kind or nature providing for or otherwise evidencing ownership interests in Pliant (whether known or unknown, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed), or any right of any kind or nature (contractual, legal, equitable or otherwise) to purchase or acquire any such Pliant Outstanding Common Stock at any time and all rights arising with respect thereto.

     1.79 Pension Plans means the Pliant Corporation Defined Benefit Pension Plan, the Hourly Employees Pension Plan for Calhoun, Georgia Plant, the Pliant Corporation Hourly Employees’ Pension Plan for Chippewa Falls Plant, and the Retirement Plan for the Salaried Employees of Pliant Corporation of Canada Ltd.

     1.80 Petition Date means February 11, 2009, the date on which the Debtors commenced their Chapter 11 Cases.

     1.81 Plan means this chapter 11 plan of reorganization, including Exhibits and all supplements, appendices and schedules thereto, either in its present form or as the same may be altered, amended or modified from time to time in accordance with the provisions of the Bankruptcy Code and the terms hereof.

     1.82 Plan Supplement means the supplement to this Plan in form and substance satisfactory to the Debtors and the Ad Hoc Committee of First Lien Noteholders filed with the Bankruptcy Court not later than 10 days prior to the Confirmation Date for the purposes specified in this Plan.

     1.83 Pliant means Pliant Corporation, a Delaware corporation, debtor-in-possession in these Chapter 11 Cases pending in the Bankruptcy Court.

     1.84 Pliant Preferred Stock Interests means any Claim or Interest attributable to ownership of shares of Series AA Preferred Stock or Series M Preferred Stock, or any other series of preferred stock issued by Pliant.

     1.85 Prepetition Credit Facility means collectively, (i) that certain Working Capital Credit Agreement, among Pliant, Uniplast Holdings, Inc., Uniplast United States, Inc., Pliant Corporation Pty Ltd., Pliant Film Products GmbH and Aspen Industrial, S.A. de C.V., as borrowers, the lender parties thereto, Merrill Lynch Bank USA, as administrative agent, and Merrill Lynch Commercial Finance Corp., as sole lead arranger and book manager, as amended and restated from time to time and (ii) that certain Fixed Asset Credit Agreement, among Pliant Corporation Pty Ltd., Pliant Corporation of Canada Ltd., Pliant Film Products GmbH and Aspen Industrial, S.A. de C.V., as borrowers, the lender parties thereto, Merrill Lynch Bank USA, as administrative agent, and Merrill Lynch Commercial Finance Corp., as sole lead arranger and book manager.

     1.86 Prepetition Credit Facility Claims means all Claims (i) arising under or evidenced by the Prepetition Credit Facility and related documents and (ii) pursuant to section 507(b) of the Bankruptcy Code granted to the agent or the lenders under the Prepetition Credit Facility pursuant to the terms of the Final DIP Order.

     1.87 Prepetition Indenture Trustees means, collectively, the First Lien Notes Indenture Trustee, Second Lien Notes Indenture Trustee and Senior Subordinated Notes Indenture Trustee.

     1.88 Priority Non-Tax Claims means any Claim other than an Administrative Expense Claim or a Priority Tax Claim, entitled to priority in payment as specified in section 507(a) of the Bankruptcy Code.

     1.89 Priority Tax Claim means any Claim of a governmental unit of the kind entitled to priority in payment as specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code.

     1.90 Pro Rata means that proportion that a Claim or Interest in a particular Class bears to the aggregate amount of all Claims or Interests in such Class except in cases where Pro Rata is used in reference to multiple Classes in which case, Pro Rata means the proportion that a Claim or Interest in a particular Class bears to the aggregate amount of all Claims in such multiple Classes.

     1.91 Quarterly Distribution Date means fifteen (15) calendar days after the conclusion of the calendar quarters ending in March, June, September, and December, on which dates the Reorganized Debtors shall make payments and distributions from the Disputed Claims Reserve

to each Holder of a Disputed Claim that has become an Allowed Claim during the preceding calendar quarter.

     1.92 Reinstated or Reinstatement means (a) leaving unaltered the legal, equitable and contractual rights to which a Claim entitles the Holder of such Claim, or (b) notwithstanding any contractual provision or applicable law that entitles the Holder of such Claim to demand or receive accelerated payment of such Claim after the occurrence of a default, (i) curing any such default that occurred before or after the Petition Date, other than a default of a kind specified in section 365(b)(2) of the Bankruptcy Code; (ii) reinstating the maturity of such Claim as such maturity existed before such default; (iii) compensating the Holder of such Claim for any damages incurred as a result of any reasonable reliance by such Holder on such contractual provision or such applicable law; (iv) if such Claim arises from any failure to perform a nonmonetary obligation other than a default arising from failure to operate a nonresidential real property lease subject to section 365(b)(l )(A) of the Bankruptcy Code, compensating the Holder of such Claim (other than the debtor or an insider) for any pecuniary loss incurred by such Holder as a result of such failure; and (v) not otherwise altering the legal, equitable or contractual rights to which such Claim entitles the Holder of such Claim.

     1.93 Released Parties means (i) the Debtors, (ii) the Non-Debtor Affiliates, (iii) the Ad Hoc Committee of First Lien Noteholders and its members or affiliates, (iv) the First Lien Notes Indenture Trustee, (v) the lenders and administrative agent under the Prepetition Credit Facility and their successors and assigns, (vi) the DIP Facility Lenders, the DIP Facility Agent and their successors and assigns, (vii) the present and former directors, officers and employees of the Debtors and the Non-Debtor Affiliates who were serving in such capacity on or after the Petition Date, (viii) any attorneys, financial advisors, investment bankers, accountants, consultants, or other professionals of the parties described in clauses (i) through (vii) hereof; provided, however, that such attorneys and professional advisors shall only include those that provided services related to the Chapter 11 Cases, the CCAA Proceedings, and the transactions contemplated by this Plan, and (ix) the directors, officers, partners, members, representatives and employees of the parties described in clauses (i) through (viii) hereof.

     1.94 Reorganized Debtors means the reorganized Debtors or any successors thereto by merger, consolidation or otherwise, on or after the Effective Date, after giving effect to the transactions occurring on the Effective Date in accordance with this Plan.

     1.95 Reorganized Pliant means the reorganized Pliant or any successors thereto by merger, consolidation or otherwise, on or after the Effective Date, after giving effect to the transactions occurring on the Effective Date in accordance with this Plan.

     1.96 Reorganized Pliant Shareholders Agreement means a shareholders agreement to be entered into by Reorganized Pliant and the holders of New Common Stock pursuant to section 5.2 of this Plan. The Reorganized Pliant Shareholders Agreement shall be substantially in the Form attached as Exhibit 5.2(b) to this Plan and shall be in form and substance reasonably acceptable to the Ad Hoc Committee of First Lien Noteholders.

     1.97 Representative Committee means the official committee of unsecured creditors appointed by the U.S. Trustee pursuant to section 1102(a) of the Bankruptcy Code in the Chapter 11 Cases.

     1.98 Reserved New Warrant Pool means a number of New Warrants equal to the aggregate number of New Warrants issued on the Effective Date multiplied by a fraction, the numerator of which is the Face Aggregate amount of all Disputed Claims in Class 5 and the denominator of which is the sum of (a) the aggregate Face Amount of all Allowed Claims in Class 5 and Class 6 (unless Class 6 votes to reject the Plan, in which case Class 6 Claims shall not be included in such calculation) and (b) the aggregate Face Amount of all Disputed Claims in Class 5, in each case as of the Effective Date.

     1.99 Second Lien Notes Indenture Trustee means the trustee under the Second Lien Notes Indenture.

     1.100 Second Lien Notes Claim means a Claim (i) arising under or evidenced by the Second Lien Notes or the Second Lien Notes Indenture and related documents, including any Claim of the Second Lien Notes Indenture Trustee or (ii) pursuant to section 507(b) of the Bankruptcy Code granted to the holders of the Second Lien Notes or the Second Lien Notes Indenture Trustee pursuant to the terms of the Final DIP Order.

     1.101 Second Lien Notes means the 11 1/8% senior secured notes due 2009 issued under the Second Lien Notes Indenture in the aggregate principal amount of $250,000,000.

     1.102 Second Lien Notes Indenture means that certain Indenture dated as of May 30, 2003, as amended and restated or modified from time to time, among Pliant, as issuer, and Wilmington Trust Company, as