AGREEMENT A. This agreement, made and entered into as of the 17th day of September 1999 by and between Plainwell Tissue, Consumer Products Division of Plainwell Inc., with its place of business situated at Ransom in Lackawanna County, and Pittston...

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EXHIBIT 10.12

AGREEMENT
A. This agreement, made and entered into as of the 17th day of September 1999
by and between Plainwell Tissue, Consumer Products Division of Plainwell
Inc., with its place of business situated at Xxxxxx in Lackawanna County,
and Pittston Township, in Luzerne County, Pennsylvania, party of the first
part, herein after called the "Company", and the Paper, Allied-Industrial
Chemical & Energy Workers International Union, AFL-CIO, and Xxxxxx/Pittston
Local No. 2-1448 of the said Paper, Allied-Industrial Chemical & Energy
Workers International Union, parties of the second part, herein after
called the "Union".

WITNESSETH:
THE GENERAL PURPOSE OF THE AGREEMENT
B. It is the mutual interest of the Company and the employees to provide for
the successful operation of the plant under methods which will further to
the fullest extent possible the economic welfare of the Company and of its
employees, the safety of its employees, economy of operation, quality and
quantity of output, cleanliness of the plant, purity and sanitary quality
of its products, and protection of property, materials, and supplies. It is
recognized by this Agreement to be the duty of the Company and the Union to
cooperate fully, individually and collectively, for the accomplishment of
these ends.

SECTION 1
RECOGNITION
The Company recognizes the P-A-C-E International Union, and Xxxxxx/Pittston
Township Local No. 2-1448, P-A-C-E International Union and their International
Representatives, as exclusive representatives of all employees for the purpose
of collective bargaining, with the exclusions of the office workers, quality
control workers, all other persons working in a clerical or supervisory
capacity, and professional employees such as chemists. It is understood that
except as otherwise expressly set forth in this Agreement, the right of the
Company to manage its business, operations, and to prescribe terms and
conditions of employment shall be unimpaired. The failure of the Company to
exercise rights hereby reserved to it, or its exercising them in a particular
way, shall not be deemed a wavier of said rights or a wavier of its rights to
exercise them in some way not in conflict with the terms of this Agreement.

SECTION 2
UNION SHOP
Under this Agreement, all employees eligible for membership in the Union must
maintain membership in the Union in good standing as a condition to continued
employment. All new employees shall be considered probationary employees until
the completion of ninety (90) working days. This probationary period may be
extended by agreement between Management and the Union for individual cases. At
the end of the first thirty (30) working days, all new employees shall become
members of the Union thereupon. New employees may be discharged or disciplined
at the sole discretion of the Company during this probationary period. The Plant
Management shall cooperate with the Local Union in maintaining the above
conditions.

SECTION 3
UNION DUES CHECK-OFF
D. The Company agrees, for and on behalf of the employees covered by this
Agreement, who voluntarily furnish the Company with a properly signed
authorization request, substantially in the form set forth below, to deduct
the initiation fee and regular monthly dues from the wages of these
employees. Such deduction will be made from the third payroll of each
month, provided the employee has received a minimum of forty (40) hours pay
within said month.

D. Dues and initiation fee deductions for new employees will begin after
thirty (30) days of the probationary period have been completed.

D. The Local Union agrees to advise the Plant Management in writing, signed by
the duly authorized officer of the Local Union, as to the initiation fee
and regular dues to be deducted, the name of the Financial Secretary of the
Local Union, the payee of said check and the address of which said funds
shall be forwarded together with a list of such employees from whom said
initiation fee and dues are deducted.

D. The Company agrees to submit to the Financial Secretary of Local No. 2-1448
once a month, a list of those employees separated from employment and a
list of new employees hired, together with their dates of hiring and
separation.

VOLUNTARY ASSIGNMENT AND AUTHORIZATION
FOR DUES AND INITIATION FEE DEDUCTIONS:
PLAINWELL TISSUE, XXXXXX AND PITTSTON TOWNSHIP, PENNSYLVANIA
You are hereby authorized and directed to deduct from my wages an
initiation fee and, each month, for the duration of this Agreement, my regular
Union membership dues and to remit the amount so deducted to the Financial
Secretary of Local No. 2-1448, P-A-C-E International Union.

I reserve the right to revoke this authorization during the two (2)
week period preceding the next anniversary date. This authorization shall be
self-renewing thereafter from year to year, subject to revocation during the
said two (2) week period preceding September 16, 2004.

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FINANCIAL SECRETARY LOCAL NO. 2-1448

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DATE

E. The Union shall indemnify and save the Company harmless against any and all
claims, demands, suits, or other forms of liability that shall arise out of
or by reason of action taken or not taken by the Company for the purpose of
complying with any

of the provisions of this Section, or in reliance of any list, notice, or
assignment furnished under any such provisions.

SECTION 4
HOURS OF WORK

A.1. The regular work week shall start at 7 a.m. Monday and end 7 a.m. Sunday,
except those operating on a 12-hour schedule which shall end at 7 a.m.
the following Monday.
2. The regular work day for non-shift workers shall consist of eight (8)
consecutive hours. The starting and stopping time for non-shift
workers shall be 7:00 a.m. to 3:00 p.m. Non-shift workers, when scheduled
for work on Holidays, will be scheduled on a straight eight (8) hour
basis. The normal hours of the day shift jobs of Quality Assurance,
Stockroom, and Poly Specialist will be 7:00 a.m. to 3:00 p.m.
3. The regular work day for 8-hour shift workers shall consist of not more
than eight consecutive hours in any twenty-four (24) hour period. The
regular work week shall be five (5) consecutive eight (8) hours days,
Monday through Friday. The starting and stopping time for 8-hour shift
workers shall be: First Shift, 7:00 a.m. to 3:00 p.m.; Second Shift, 3:00
p.m. to 11:00 p.m.; Third Shift, 11:00 p.m. to 7:00 a.m.

a. The regular work day for 12-hour shift workers shall consist of
not more than twelve (12) consecutive hours (exclusive of the
lunch period referred to in Paragraph C-1 of this section ) in
any twenty-four (24) hour period. The regular work week shall
be not more than four (4) twelve (12) hour shifts, Monday
through Sunday. The starting and stopping time for 12-hour
workers shall be: First Shift, 7:00 a.m. to 7:00 p.m.; Second
Shift, 7:00 p.m. to 7:00 a.m.

b. The following 12-hour schedule would be implemented in those
operations deemed continuous process, i.e., 24 hour, seven day
operation.

SCHEDULE: "12-HOUR" (2-2-3)

ROTATION: 4 TEAMS...1,2,3, and 4, WITH 2 TEAMS OFF AT ALL TIMES...rotating from
days to nights (shifts).

WEEKLY SCHEDULE: KEY: W = WORK O = OFF

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4

HOURS HOURS
TEAM MON TUES WED THURS FRI SAT SUN WORKED PAID
---- --- ---- --- ----- --- --- --- ------ ----
1 0 Wam Wam 0 0 Wpm Wpm 48 60
2 Wpm 0 0 Wam Wam 0 0 36 36
3 0 Wpm Wpm 0 0 Wam Wam 48 60
4 Wam 0 0 Wpm Wpm 0 0 36 36

AVERAGE PAY PER WEEK = 48 HOURS

3. The workday shall consist of all employees working on a three (3) shift or
12-hour schedule, the work day shall consist of the consecutive twenty-four
(24) hour period beginning with the starting time of the employee's shift,
provided, however, that in case of a change of shift for the employee's
convenience or by reason of permanent promotion, the work day prior to the
change shall be considered to terminate immediately before the starting
time of the shift to which such employee is changed.

4. In the case of all employees working the 8-hour shift schedule, the work
day shall consist of the consecutive twenty-four (24) hour period starting
at 7:00 a.m. provided however, that in the case of change of shift for the
company's convenience, the work day overlapping the change shall be
considered to start with the starting time of the employee's former shift.

B A shift 7 a.m. to 7 p.m. (12 hours), seven days/week, rotated by two
people, will be considered a shift. The days worked and the days off will
be the same except working only 7:00 a.m. to 7:00 p.m. The individuals
currently in the Utility Maintenance jobs will be grandfathered to retain
their positions.

C1. Those employees working on an 8-hour schedule will be provided with one
twenty (20) minute break for a lunch period. It is understood that this
period will be taken between 11:00 a.m. to 1:30 p.m. for the First Shift;
between 7:00 p.m. to 9:30 p.m. for Second Shift; and between 3:00 a.m. to
5:30 a.m. for Third Shift. Those employees working at CDC on a 12 hour
schedule will be provided with one (1) twenty (20) minute break for a lunch
period using the aforementioned lunch period schedule (above). In addition
employees who are working twelve (12) hours will be allowed on (1) ten (10)
minute rest period, given at times most conducive to efficient plant
operations.

2. Those employees working at Xxxxxx on an 8-hour shift schedule or a 12-hour
shift schedule shall be given an opportunity to eat at a reasonable time
conducive to efficient plant operations. Converting department employees
who work the 8-hour schedule, will be granted one (1) twenty (20) minute
rest period.

D. It is mutually recognized by the Company and the Union that the Company has
the prerogative of operating its plant seven (7) days per week.

E. The provisions of this section shall not be construed as a guarantee that
any

employee will receive any specific number of hours of work per day or per
week.

SECTION 5
OVERTIME

A. Time and one-half (1-1/2) the regular rate of pay shall be paid for the
following:

1. For all work performed over twelve (12) hours in any work day of
twenty-four (24) hours.

2. For all work performed in excess of forty (40) hours in any work week.

B. Double time (2X) the regular rate of pay shall be paid for work performed
after 7:00 am Sunday and before 7:00 am Monday.

C. The Company agrees that there will be no layoffs or staggering of shifts
for the express purpose of keeping within the forty (40) hour week.

D. The Company will attempt to avoid undue overtime, however, the
opportunities for overtime shall be distributed among employees in the
department where such overtime occurs, provided the employee is qualified
to perform the duties of the job. Employees who are training on a job will
not be eligible for overtime on that job until the training is complete and
they are qualified to perform the job.

E. It is understood that there will be no pyramiding of overtime and premium
pay.

F. When an employee works any overtime in their own department during the
regular work week, or any overtime in a department other than their own,
such overtime shall have no bearing on the distribution of their weekend
overtime.

G. No double eight hour shifts will be worked when there are any employees
laid off, provided qualified employees are available to be called in. No
double 12-hour shifts will be required.

H. If there is an error in the post rotation list assignments, the aggrieved
employee is responsible for bringing the error to the Supervisor's or
Scheduler's attention before the end of his or her shift, otherwise, no
grievance will be paid for the error. The employee will be offered the next
overtime opportunity for which s/he qualifies.

I. It is understood between the parties that the application of the time and
one-half rate (1.5X) for all work performed over forty (40) hours in any
work week, per Paragraph A-2 of this Section, shall apply after recording
(calculating) the actual time worked relative to "punching in late and
punching out early" under the Kronos Timekeeping system. For example, an
employee who "punched in" five minutes late each day of the week would have
not worked a total of twenty-five (25) minutes for the week.

Therefore, the time and one-half overtime rate for over forty (40) hours
would not apply in that work week until the employee worked the twenty-five
minutes to arrive at forty (40) hours worked.

J. FILLING TEMPORARY VACANCIES

A. When a temporary vacancy occurs on a shift, the following steps will
be utilized:

1. Decide whether or not to fill the vacancy in accordance with
Section 26 (Scheduling) and Appendix 5 (Declaration of
Principles).

2. In the event that an 8-hour vacancy is to be filled, it will be
filled as follows:

a. Qualified senior employees from the lay off list (Call
List).

b. Offer the employee waiting to be relieved a double.

c. Poll the remaining 8-hour qualified employees by seniority
on shift.

d. Call senior qualified employees from the on-coming shift.

e. Call senior qualified 12-hour employees from the rotation
list.

f. If none of the above employees accept the work, the affected
employee is required to work a double.

3. In the event that a 12-hour vacancy is to be filled, it will be
as follows:

a. Qualified plant senior employees from the lay off list (Call
List) will be offered the assignment.

b. The most senior department qualified 12-hour shift employee
on his OR her day off who has not worked the preceding
shift, providing such opportunity will not result in his or
her working in excess of sixteen (16) hours, with the
understanding that any employee electing to refuse such work
will automatically drop to the bottom of the rotation list.

c. All 12-hour shift employees will be polled for 12 hours or
the last 8 hours of the shift. The employees waiting to be
relieved will be required to work an additional four (4)
hours in the absence of the 12 hour coverage, unless a
qualified employee (by department seniority) on shift is
willing to work.

d. Ask 8-hour employees on shift by department seniority for
the remaining 8-hours, if none will accept the work, then
call 8-hour qualified people from the on-coming shift by
department seniority.

4. When filling a 4-hour shift vacancy or less:

(a) Call or ask employees from on-coming shift where vacancy
occurs.

(b) Call or ask by department seniority and qualifications from
the on-coming shift.

5. If employees who are responsible for covering the shift vacancy
agree to fill the vacancy by rescheduling their hours of work,
they may do so provided

that there is no additional cost to the Company as a result of the
scheduling.

B. Weekend Work: When a Production Department is in operation.

1. Employees scheduled on the job, Monday-Friday, are required to work
Saturday. Sunday needs will be filled on a voluntary basis. This
section shall not apply to employees working on what are normally
classified as seven-day continuous operation (i.e. 12-hour shifts)\

C. Weekend Work: When a department is not in production.

1. Post Saturday sign sheet for volunteers.

2. Volunteers will be selected using the following steps:

a. Plant senior qualified employees within such department who are
scheduled will be utilized for the available Saturday work.

b. Followed by qualified call list employees.

3. Any available Sunday work within a department (exception Converting),
shall be rotated on a departmental seniority basis with the
understanding that any employee electing to refuse such Sunday
overtime will automatically drop to the bottom of the rotation list.
Temporary bid holders in Distribution or Material Support Departments
will also rotate with the rotation list but will not be eligible
unless scheduled in that department for the week. The 11:00 pm to 7:00
am and 7:00 pm to 7:00 am shifts (from Saturday) are excluded, but the
senior names are to be kept at the top of the seniority list.

a. For the Converting Department, post a Sunday signup sheet for
volunteers. Plant senior qualified employees within the
Converting Department will be utilized.

4. Available Saturday and/or Sunday work, outside an employee's own
department will be given to the plant senior qualified employees who
are not otherwise scheduled to work. Plant seniority may be exercised
on Saturday and/or Sunday in filling any job not held Monday through
Friday of the scheduled work week provided all employees with
department seniority are working and more employees are required (CDC
or Plant 1).

D. Maintenance Overtime:

1. Paragraph A, will apply with the following exceptions:

a. Weekend overtime in the Maintenance Departments will be based on
department seniority and specialized skills within their assigned
work location (CDC or Plant 1). Twelve (12) hour crews will be
placed at the bottom of the department seniority list.

b. If there is a problem at the end or during a shift, which is not
solved when

the shift mechanics (electricians) tour is over, he/she will stay
until the problem is solved or the Maintenance Manager or Shift
Supervisor calls another person in to relieve that employee.

1. On Holidays, if there is a job or jobs that will require
more than a twelve (12) hour period, the Company will make a
good faith effort to call in appropriate replacements from
the sign up sheet. The Company will also require at least
one person on the job to provide continuity.

2. In the event that extra maintenance help is needed in either
work location the Company must first exhaust the regular
overtime policy in the contract for that work location. The
Company may utilize the maintenance volunteer list from the
other work location by calling or asking employees in
department seniority order first. If no volunteers are
available the overtime procedure from the other area will be
invoked.

3. When additional maintenance personnel are needed:
a) Ask employees on preceding shift by department
seniority.
b) Call or ask from the on-coming shift by department
seniority.
c) Call or ask employees on their days off by weekly
rotation seniority.
When this is planned maintenance activities, D.1.b. does not
apply.

E. Miscellaneous

1. A Converting Department sign up sheet will be posted daily on each
shift. Employees who want to work overtime at the end of their shift
must sign the daily sign up sheet not later than one (1)hour from the
end of the shift.

2. Paper Machine #3 and #4 shall each keep is own work week and overtime,
with the exception of bottom jobs. Qualified employees, if available,
will be moved up on shift on the same paper machine in covering
temporary vacancies and vacation relief, except as described under
Section 26 - Scheduling, Paragraph P.

For filling an entry level job vacancy for the paper machines use the
weekly departmental rotation list for filling bottom jobs on either
paper machine, after the call list has been exhausted.

3. When filling vacancies on #3 paper machine, #4 paper machine, and
Fiber Prep, you should first shift promote and then fill the bottom
position. If you can not shift promote, then fill the vacancy where it
occurs. (Shift promote means all the way up).

4. Distribution and Material Support, after the overtime procedure in
either department has been exhausted, the supervisor can determine if
the vacancy still needs to be filled, then go to the other
department's overtime procedure and follow as stated. This is not
intended to transfer people on shift from one

department to the other.

5. The Union Committee will be off their regular job to attend the monthly
Labor Management Meeting, the regular Grievance Meeting, and any possible
4th Step Grievance Meetings that may be held during a given month. For the
Labor Management Meeting and regular Grievance Meeting, the Company will
pay the Union Committee for the time spent in the meetings and will credit
8-hour Committee Members those hours spent in the meeting for the purpose
of computing overtime. If a Committee Member is working a 8-hour or 12-hour
shift the night before or the night of the Labor Management Meeting, or
regular Grievance Meeting, the Company will replace the Committee Members
on their scheduled shift and they will be paid for such time off, but will
not be paid for the actual meeting time. For a 4th step Grievance Meeting,
the Company will replace the Union Committee members on their scheduled
shifts and they will be paid for such time off, but will not be paid for
the actual meeting time. If a Committee member is on their day off, a
Committee Member will be paid 8 hours of regular time to attend the 4th
Step Meeting The Company will make very effort to back fill the positions
of the Union Committee members when they attend the meetings mentioned
above.

On occasion, the Union Committee members may be off their regular jobs to
attend and/or work on special Company/Union related projects. When these
occasions arise, the Union Committee must give advance notice to the HR
Manager or Resident Manage of its request to be off work. The HR Manager or
Resident Manager will decide if the Company will pay for the time requested
off and if those hours spent working on a project will be credited towards
overtime. Each request for time off will be dealt with separately.

SECTION 6
HOLIDAYS

A. The Company will grant eight (8) or twelve (12) hours regular rate of pay
to employees who have completed their probation period, when no work is
performed on the following Holidays:

New Year's Day - 24 hour shutdown - January 1st, 7:00 a.m. to January 2nd,
7:00 a.m.

Easter Sunday - 24 hour shutdown -
7:00 a.m. Sunday to 7:00 a.m. Monday

Memorial Day - 24 hour shutdown -
7:00 a.m. Monday to 7:00 a.m. Tuesday

July 4th - 24 hour shutdown -
July 4th 7:00 a.m. to July 5th 7:00 a.m.

Labor Day - 24 hour shutdown -
Monday 7:00 a.m. to Tuesday 7:00 a.m.

Thanksgiving Day - 24 hour shutdown -
Thursday 7:00 a.m. to Friday 7:00 a.m.

Day after Thanksgiving - 24 hour shutdown -
7:00 a.m. Friday to 7:00 a.m. Saturday

December 24th - 24 hour shutdown -
December 24th, 7:00 a.m. to December 25th, 7:00 a.m.

December 25th - 24 hour shutdown -
December 25th, 7:00 a.m to December 26th, 7:00 a.m

December 31st - 24 hour shutdown -
December 31st, 7:00 a.m. to January 1st, 7:00 a.m.

One (1) Personal Holiday - The Company must be notified in writing, at
least seven (7) days prior to the date that the employee desires to observe
a personal holiday. Exceptions to the foregoing may be made by the
Supervisor for good and valid reasons. It will be entirely within the
discretion of the Company to determine the number of employees permitted to
observe a personal holiday on the same day. Personal holiday pay will be
compensated only on the basis of straight eight (8) or twelve (12) hours at
the regular rate of pay of the employee regardless of the day of the week
on which the employee observes such personal holiday. The Company must
notify the employee no less than three (3) days prior to the date requested
off as to whether the request is granted or denied. If more than one (1)
employee requests the same day off as a Personal Holiday, consideration of
the employees' request, consistent with the above language shall be in
order of the employee's department seniority.

B. It is understood that the Company retains the option of scheduling
production work on any holidays with the exception of Christmas Eve,
Christmas Day, and Easter. When that option is exercised, it is understood
that the normally scheduled crews will come in on these non-restricted
holidays. Work on all restricted holidays and any non-production holidays
work will be posted on a voluntary basis with the understanding that names
are not to be added after the time limit for signing such notice has
passed. Holiday work will be based on being qualified to perform the work
and plant seniority within the department first and then outside the
department as needed.

C. Maintenance employees will be scheduled to work on Holidays by departmental
seniority and qualified skills within their assigned work location (CDC or
Plant 1).

Requests for personal time off on a day by day basis for maintenance
employees, other than those who volunteered to work, will be granted
following any Holiday worked. The number of employees to be granted the day
off based on departmental seniority basis will be determined by the
Company. It is the intention of the Company to schedule a 7:00 a.m.
starting time for Holiday Maintenance work, whenever possible.

D. To be eligible for Holiday pay, an employee must have worked their last
scheduled day before the Holiday and their first scheduled day after the
Holiday unless such employee is absent with the Company's permission,
absent because of a bona fide illness based on a submission of proper
approved medical certification, or absent for a bona fide reason approved
by the Company. Holiday pay will be granted for all intervening Holidays on
absences covering three (3) days or more; up to six (6) months on
occupational injury and ninety (90) days on illness; based on submission of
proper medical certification. Holiday pay will be distributed to those
eligible employees on the pay day immediately following the return to work.

E. Employees with necessary seniority who have been laid off in a reduction of
force and are called back to work within thirty (30) days from the date of
layoff, shall be eligible for Holiday pay for any of the Holidays listed
herein, which fall within the said thirty (30) day period.

F. All employee who work on any of the foregoing Holidays shall be paid at the
rate of double time their regular rate of pay for the hours worked in
addition to the eight (8) hours Holiday pay at the regular rate of pay.
Triple time will be paid for all work performed over eight (8) hours on a
given Holiday. Any Holiday not worked shall be counted as eight (8) hours
worked in computing overtime.

G. In the event that a holiday occurs on a Saturday and an employee does not
work on such Holiday, he or she shall be paid one and one-half (1-1/2)
times the regular rate of pay for the eight (8) hours Holiday pay.

H. Any Holiday falling on Sunday will be celebrated on the following Monday
except for those operations on a twelve (12) hour schedule. It is
understood that with the exception of those operations on a 12-hour
schedule, the Easter Sunday Holiday will be celebrated on Easter Monday.
Holiday pay for those employees on 12-hour operations will be paid at the
stipulated rate for the day in question. Whenever December 24th and
December 31st fall on Sunday, the holidays will be celebrated on the
following Tuesdays for all operations other than four 12-hour schedules.
Triple regular rate of pay shall be paid for work performed on Easter
Sunday.

I. If a holiday should fall during a vacation shutdown week the said Holiday
is to be celebrated on the following Monday for non-twelve (12) crewing
operations only.

SECTION 7
VACATION

A. Vacation and vacation pay will be granted between May 1st of a given year
and April 30th of the following year, and shall be granted by seniority
within departments except the Converting Department which shall be granted
by departmental seniority within major operating units, and for Maintenance
employees to include Shop Maintenance and Converting Maintenance wherein
vacation requests will be granted based on plantwide seniority within the
department. A vacation week is deemed to be seven (7) consecutive days
beginning at 7:00 a.m. of a given Monday and cannot be split into separate
days except as provided for in Paragraph I of this section, During the life
of this Agreement the Company will inform its employees, prior to January
15th of any vacation shutdown plans affecting eight (8) and twelve(12) hour
operations. It is understood that any such shutdown week(s), as determined
by the Company, would occur between June 15th and September 1st.

B. Vacation request forms will be issued no later than December 15th and must
be returned to the Company no later than January 15th with the vacation
schedule to be posted no later than March 15th. It is agreed that vacation
schedules will be so arranged as to provide that any eligible employee who
requests his or her first and/or second week of vacation during the last
two (2) vacation weeks of June or during the months of July or August will
be granted at least one (1) vacation week during this period. It is
understood, however, that the employee is not guaranteed the particular
week he or she requests. This paragraph in no way affects the present
method of scheduling vacation according to departmental seniority.

C. Employees eligibility for vacation weeks will be determined on the basis of
his or her most recent date of hire.

D. Vacation requests for the first and second weeks shall take precedence over
requests for the third, fourth and fifth vacation weeks. All vacation weeks
for eligible employees shall be compulsory except as governed by Paragraph
H of this section.

E. During the first year of an employee's seniority such employee must have
worked at least 1,700 hours during the vacation year to be eligible for one
(1) week vacation with pay.

F. After the first year of seniority, to be eligible for vacation and vacation
pay, an employee must have worked at least seven hundred (700) hours out of
the best six (6) months of the vacation year from May 1st to May 1st. Any
employee having less than seven hundred (700) hours after complying with
the foregoing requirement will be prorated accordingly. The first six (6)
months of any absence caused by injury in

the course of employment or illness, shall be counted as time worked for
this purpose.

G. The vacation continues as follows:

Vacation Credit Years Vacation Time Off Vacation Pay
--------------------- ----------------- ------------
1 1 week 48 hours
2 2 weeks 96 hours
8 3 weeks 144 hours
13 4 weeks 192 hours
20 5 weeks 240 hours

H. Any employee may elect to work during all or part of his or her vacation
period, provided that he or she obtains the consent of the Company and the
Union.

However, an employee who is eligible for (4) or more weeks of vacation may
elect to receive pay for the 4th or 5th week of eligible vacation in lieu
of time off. If all or part of a vacation period is worked, the employee
shall receive his or her vacation pay for the period, in addition, to his
or her pay for any work performed in such period.

I. Employees with four (4) or more weeks of vacation may schedule one (1) of
the additional weeks of vacation on a day to day basis as long as they meet
the same conditions set forth under Section 6, Holiday, Personal Holiday.
An 8-hour employee electing to take one of their vacation weeks in days
will be granted five days off and will be paid at he employee's regular
rate of pay for each day at eight (8) hours per day for the first four (4)
days; for the fifth (5) day, the employee shall receive sixteen (16) hours
pay at the employee's regular rate of pay to provide for the weekly number
of pay hours per Paragraph J of this section. A 12 hour employee electing
to take one of their vacation weeks in days will be granted four (4) days
off and will be paid at the employee's regular rate of pay for each day at
twelve (12) hours per day to provide for the weekly number of pay hours per
paragraph J of this section.

1. Vacation by days may be taken only between September 1st and June
15th. Vacation by days will not be allowed between June 16th and
August 31st.

J. Vacation pay shall be computer on the basis of forty-eight (48) hours total
at the employee's regular rate of pay for each week.

K. An employee will be paid vacation pay at the highest regular rate of pay
that such employee has maintained for thirty (30) days during the vacation
year preceding the employee's first week of vacation or the rate of their
regular job just preceding the employee's requested week(s) of vacation,
whichever is higher.

L. Vacation pay shall be subject to such deductions as are normally made from
regular pay.

M. In the event of the death of an employee, his or her accrued vacation pay
will be paid to the beneficiary designed by such employee on his or her
individual Company Life Insurance Policy within the Limits described in
Xxxxxxx 00, Xxxxxxxxx X of this Agreement.

N. It is understood between the parties that the #3 and #4 Paper Machines will
have separate vacation schedules as long as only one job classification
from each machine is scheduled off at he same time.

SECTION 8
WAGES

A. The regular rate of pay will be as follows:

PAPER MACHINES PER HOUR EFFECTIVE
NO. 4 PAPER MACHINE........09/17/99 09/17/00 09/17/01 09/17/02 09/17/03

Machine Tender 15.45 15.85 16.25 16.65 17.05
Back Tender 14.85 15.25 15.65 16.05 16.45
Third Hand 14.35 14.75 15.15 15.55 15.95
Fourth Hand 14.06 14.46 14.86 15.26 15.66
Temporary Fifth Hand 13.84 14.24 14.64 15.04 15.44

PER HOUR EFFECTIVE
NO. 3 PAPER MACHINE........09/17/99 09/17/00 09/17/01 09/17/02 09/17/03
Machine Tender 15.48 15.88 16.28 16.68 17.08
Back Tender 14.80 15.20 15.60 16.00 16.40
Third Hand 14.36 14.76 15.16 15.56 15.96
Fourth Hand 14.14 14.54 14.94 15.34 15.74
Temporary Fifth Hand 13.84 14.24 14.64 15.04 15.44

FIBER PREPARATION PER HOUR EFFECTIVE
DEPARTMENT....................09/17/99 09/17/00 09/17/01 09/17/02 09/17/03

Stock Preparation Operator 14.53 14.93 15.33 15.73 16.13
1ST Asst. Stock Preparation
Operator 14.26 14.66 15.06 15.46 15.86
2ND Asst. Stock Preparation
Operator 13.99 14.39 14.79 15.19 15.59
Utility Operator Level 1 13.45 13.85 14.25 14.65 15.05

CONVERTING DEPARTMENT
XXX XXXXX 0, 0, 0, 0
Xxxxxxx Xxxxxxxx 14.06 14.46 14.86 15.26 15.66
Training Xxxxx 0 13.34 13.74 14.14 14.54 14.94
Training Xxxxx 0 12.93 13.33 13.73 14.13 14.53

HHT LINES 1, 2, 3
Systems Operator 14.40 14.80 15.20 15.60 16.00
Training Xxxxx 0 13.86 14.26 14.66 15.06 15.46

Training Level 1 13.14 13.54 13.94 14.34 14.74

KOLD KARE
Systems Operator 14.40 14.80 15.20 15.60 16.00
Training Level I 13.44 13.84 14.24 14.64 15.04

NAPKIN LINES 1, 2, 3
System Operator 14.18 14.58 14.98 15.38 15.78
Training Xxxxx 0 13.63 14.03 14.43 14.83 15.23

BUNDLER
System Operator 13.47 13.87 14.27 14.67 15.07
Training Xxxxx 0 13.37 13.77 14.17 14.57 14.97

OMNI FLOW WRAPPER
Systems Operator 13.37 13.77 14.17 14.57 14.97
Training Xxxxx 0 12.84 13.24 13.64 14.04 14.44

MAINTENANCE PER HOUR EFFECTIVE
DEPARTMENT.................09/17/99 09/17/00 09/17/01 09/17/02 09/17/03

Journey Maintenance 14.68 15.08 15.48 15.88 16.28
Intermed. Maintenance "A" 14.43 14.83 15.23 15.63 16.03
Intermed. Maintenance 14.20 14.60 15.00 15.40 15.80
Junior Maintenance 14.01 14.41 14.81 15.21 15.61
Maintenance Helper 13.84 14.24 14.64 15.04 15.44

MATERIAL SUPPORT
DEPARTMENT
Poly Specialist 13.57 13.97 14.37 14.77 15.17
Motor Operator 13.67 14.07 14.47 14.87 15.27
Utility Motor 13.27 13.67 14.07 14.47 14.87

DISTRIBUTION CENTER
(NON-PROGRESSIVE)
ULF Motor Operator 13.67 14.07 14.47 14.87 15.27
Distribution Specialist/
Spotter Driver 13.57 13.97 14.37 14.77 15.17
Distribution Specialist 13.48 13.88 14.28 14.68 15.08

WASTE WATER TREATMENT/
INCINERATOR DEPARTMENT
Waste Water Treatment
Operator 14.31 14.71 15.11 15.51 15.91
Incinerator Operator 14.31 14.71 15.11 15.51 15.91
Incinerator Operator
Relief 13.48 13.88 14.28 14.68 15.08
Incinerator Helper 13.14 13.54 13.94 14.34 13.74
Incinerator Helper Relief 12.87 13.27 13.67 14.07 14.47

OPEN BID JOBS (CONVERTING)
Core Machine Operator 13.30 13.70 14.10 14.50 14.90
Corrugated Printer
Operator 13.35 13.75 14.15 14.55 14.95
Relief Corrugated Printer 13.35 13.75 14.15 14.55 14.95
Operator
Utility 12.79 13.19 13.59 13.99 14.39

OPEN BID JOBS (PLANT WIDE)

Stockroom Clerk 13.66 14.06 14.46 14.86 15.26
Relief Stockroom Clerk 13.66 14.06 14.46 14.86 15.26
Quality Assurance Clerk 13.01 13.41 13.81 14.21 14.61
Relief Quality Assurance
Clerk 13.01 13.41 13.81 14.21 14.61
Pulp & Paper Technician 13.77 14.17 14.57 14.97 15.37

B. Probationary employees will receive a rate of pay $2.00 per hour less than
the job they are working.

C. When new jobs are created (i.e. introduction of new machinery or
equipment), or when significant changes are made in the duties and/or
workload of existing jobs, the Company and the Union will meet within sixty
(60) days from the date the request is Received, unless mutually agreed to
extend the time limit, to negotiate the rate of the new job or the rate of
the existing job that has been substantially changed. If no agreement can
be reached, the Company will set the job rate; but such rate may be subject
to negotiations at the next general contract negotiations, and any change
agreed upon at that time will be made retroactive to employees then on the
Payroll of the Company to such time as the Company and the Union shall
agree.

1. Such changes are limited to those occurring during the term of the
agreement.

2. Factors to be considered for a wage adjustment will be based upon the
following criteria: Manual skills, mental skills, experience, physical
effort, visual application, responsibility for materials,
responsibility for tools and equipment, direction of others,
responsibility for operations, safety of others, hazards, and working
conditions.

3. Significant net increases in a majority of the above criteria will be
required for consideration. Production will not be considered as a
criteria for consideration for a wage adjustment.

D. All employees will be paid for time spent in training on company premises.

E. 8-hour shift workers will receive a shift differential above the regular
rate of pay for the job for the second (2nd) shift of thirty-five cents
($.35) per hour and for the third (3rd) shift of forty-six ($.46) per hour.

12-hour shift workers will receive a shift differential pay adjustment
above the regular rate of fifty-seven ($.57) per hour for the job in lieu
of a second shift differential.

Non-shift employees who work two (2) hours or more beyond their regular
quitting time will be paid shift differential for such overtime hours.

F. Any 8-hour or 12-hour employee continuously engaged in work for the Company
for a period of thirteen (13) hours or more will be paid meal money, not to
exceed four (4) dollars, at Company expense.

G. All employees will be paid the rate of pay of the job when called into work
in their own department from the layoff (call) list.

H. Any employee assigned by the Company to a job in a department other than
their own will be paid at the regular rate of pay of the assigned job.

I. Employee holding bids on the relief positions described in Xxxxxxx 00,
Xxxxxxxxx X of this Agreement will be paid the rate of the relief job.

J. The "Group Performance Plan" (GPP) effective January 1, 1994 will remain in
effect for the duration of this Agreement. The GPP is directed at paying
hourly employees of the PACE Local 2-1448, for "unit" performance
improvements in a number of selected plant operating categories. The
specific terms are not negotiable and are the sole responsibility of the
Company. The Union will be notified of any changes after approval by the
Company's Corporate Officers.

K. The Company will distribute payroll checks, if available, to all 8-hour
shift employees working the 3-11 p.m. shift no later than 11:00 p.m. each
Wednesday. All employees working the 12-hour shift scheduled on Wednesday,
7:00 a.m. to 7:00 p.m., will be given their paychecks before 7:00 p.m.

L. In the event, Plainwell Tissue's Xxxxxx and Pittston Township, PA Xxxxx are
totally and permanently closed, affected employees will receive severance
pay based on the following schedule:

YEARS OF SERVICE SEVERANCE PAY

3 Years but less than 5 Years............... 1 week @ 40
X Straight Time Rate

5 Years but less than 10 Years.............. 2 weeks @ 40
X Straight Time Rate

10 Years but less than 17 Years............ 3 weeks @ 40
X Straight Time Rate

17 Years but less than 25 Years............ 4 weeks @ 40
X Straight Time Rate

25 Years but less than 35 Years............ 5 weeks @ 40
X Straight Time Rate

35 Years and over............................ 6 Weeks @ 40
X Straight Time Rate

SECTION 9
PENSION

A. It is agreed that a Pension Plan and Trust Agreement providing for a
Corporate Trustee shall be adopted with the Corporation accepting the
responsibility to provide pension benefit levels in the amount of $22.00
per month multiplied by years of credited service, effective November 1,
1999; $24.00 per month multiplied by years of credited service, effective
November 1, 2000; $26.00 per month multiplied by years of credited service,
effective November 1, 2001; $28.00 per month multiplied by years of
credited service effective November 1, 2002; and $29.00 per month
multiplied by years of credited service, effective November 1, 2003.
Employees retiring January 1st or after in any plan year will receive the
new increase in that year.

Employees retiring after November 1, 1999 will receive:

a. $29 multiplied by Accrual Service through October 31, 1995, plus

b. the monthly benefit amount in effect on the date of retirement
multiplied by Accrual Service from November 1, 1995. The monthly
benefit amount shall be:

$22, effective November 1, 1999
$24, effective November 1, 2000
$26, effective November 1, 2001
$28, effective November 1, 2002
$29, effective November 1, 2003

B. Employees will be credited for fractional benefits for months of service
completed.

C. Employees with five (5) years of service will be 100% vested in the Pension
Plan and Trust Agreement.

D. Employees who qualify for early retirement may retire at age 62 without
their pension being reduced. Employees who qualify for early retirement and
elect to retire prior to age 62 will have their basic benefit reduced 1/2%
per month for each month the benefit commences before age 65. Employees
with ten (10) years of credited service who have reached age fifty-five
(55) are qualified for early retirement.

E. Life insurance in the amount of $2,000.00 will be provided for employees
retiring at the age of 62 or thereafter.

F. The Company agrees to furnish all employees an updated Pension Booklet,
Life Insurance Policy and Medical Coverage Booklets(s) sixty (60) days
following the ratification of the labor agreement

SECTION 10
SENIORITY

A.(1)Seniority Defined: An employee's plant seniority date shall be his/her
most recent date of hire. An employee's department seniority date shall be
the date an employee is awarded a permanent bid within a department.
Employees will hold Converting Department seniority until they are awarded
a permanent position in another department.

(2)Department seniority shall prevail over plant seniority promotions and
demotions of the work force within an exiting department; reductions of
working force within an existing department shall be done for the duration
of the work week or three (3) days whichever is greater.

Employees unable to work in their own department shall not exercise plant
seniority for such duration of the work week or any layoff of less than
three (3) days. Plant seniority will prevail on the bottom job in the
various departments to the extent of allowing the plant senior employees to
work in his or her own department. Any employee involved in a layoff in
excess of the duration of the work week or three (3) days, whichever is
greater, will be placed in the department having the least plant senior
employees.

(3)In the event of a permanent reduction in force, it is the intent of the
parties to retain the plant senior employees. Probationary employees will
be laid off first, then those employees with the least plantwide seniority
regardless of department. Those employees remaining in a progression will
move up in that progression and the remaining employees will select the
positions they wish to fill by their plantwide seniority. Paragraph (4) of
his section will apply for those employees selecting their positions by
seniority. This paragraph does not apply to emergency shutdowns of a
non-permanent nature.

(4)In all cases of promotion or demotion, or transfer, or increase or decrease
of the working force or accepting a bid on an open bid job, the following
factors shall be considered:

1. Length of service (Plant Seniority) on bid jobs and department
seniority within a department.

2. Ability to perform the work. (To be judged by the Company and the
Union).

3. Physical Fitness

B. JOB BIDDING - GENERAL:

1. Job bidding will be governed as follows: All bid job vacancies known to be
permanent, existing on the entry level jobs in a line of progression or
non-progression jobs listed under Paragraph I of this section shall be
posted for a period of five (5) calendar days. An employee who is awarded a
bid job shall be placed in their new position as soon as a qualified
replacement for their former job is available or within thirty (30)
calendar days from the date they are awarded the job. Provided the transfer
can be made without disruption to the vacation schedules. A list of bidders
will be maintained by the Company in seniority order on any job posted for
bid (including job preference and temporary bids) and such list will be
utilized to fill vacancies on the given job for period of six (6) months
from the date the job was posted for bid (including job preference and
temporary bids) after which the job will be reposted for bid and the
resulting list of bidders will be maintained for another six (6) months.

2. In the event that no bids are received on any bid job, the Company will
award the bid to the plant senior employee who does not hold a bid. For
vacancies in the Paper Machines only those employees who have elected to
work in the Paper Machines will be awarded the bid.

3. An employee may, within the first seven (7) working days of his/her new
assignment, decide to revert to their former position. When new equipment
results in new job classifications being established, employees shall have
fifteen (15) working days to decide to revert to their former position.
After the new equipment/job classifications are in operation six (6)
months, the seven (7) working day decision period applies.

4. Except as otherwise provided in Paragraphs B-6 and H-1 of this Section or
in the Maintenance program described in Section 24, an employee who bids
into another department or who is assigned to a different job shall be
considered to be on trial for thirty (30) working days, such limit may be
extended by mutual agreement by the Company and the Union. In the event
that an employee is found by the Company to be unsuited for the job at the
termination of the trial period, he/she may be transferred back to his/her
original department and exercise his/her seniority in that department. An
employee who is returned to his/her former job under this paragraph three
(3) times shall be assigned by the Company to an open position the person
is qualified to perform.

5. An employee assigned to another department shall retain and accumulate
department seniority in his/her original department. On permanent bid jobs,
seniority terminates in his/her former department and begins in the new
department after completion of the thirty (30) day trial period.

6. In the event of any promotion to the job of Machine Tender or Back Tender,
the employee so promoted shall be on probation for the period of three (3)
months from the date of such promotion. For the first month of such
probationary period, the employee's qualification for the job shall be
decided solely by the Company, and in the event that the employee so
promoted does not qualify to the satisfaction of the Company, he/she may
be relieved of his/her job and thereupon shall exercise his/her seniority
on the job held prior to his/her promotion. If the Company decides during
the second two (2) months of such probationary period that such promoted
employee is not qualified for the job, the employee may invoke the
grievance procedure under this Agreement if he/she feels the Company's
decision is unfair. Upon completion of the three (3) months probationary
period, his/her promotion shall become permanent.

7. Distribution/Material Support job openings for straight days, two shift
operations and 12-hour shift operations will be awarded by preference
polling, by department seniority.

C. TEMPORARY JOB BIDDING:

1. Temporary openings in bid job classifications which will be vacant for
thirty (30) days or more shall be posted for bid. Temporary bids in other
job classifications (i.e. Fiber Prep, Utility, Distribution Specialists,
Materials Support, etc.) will also be posted for bid when deemed
necessary. Temporary bid holders may not be holders of a permanent bid
position. Temporary bid holders will be scheduled where their ability and
seniority will place them when not required on their bid jobs. Permanent
bid job holders may withdraw from such position to accept a Temporary bid
job. Temporary bid holders will move into the permanent opening based upon
their seniority in the temporary position when it becomes available.

2. The Company will post temporary 5th Hand positions for bid with the
understanding that eligible bidders may not hold a permanent bid job.
Temporary 5th Hand bid holders must accept permanent openings in such
positions and will be utilized as needed on shift when available for
vacation week(s) coverages and absences of the regular job holder.

3. In the event of a cut-back on the Paper Machine or Fiber Preparation
Departments, employees who are on temporary promotions will revert back to
their regular job.

D. RELIEF JOB BIDDING

1. Certain positions in the organization require that fully trained relief
personnel be

available for short term replacement of the personnel holding those
positions full time. These relief positions will be posted, open for bid
by personnel already holding a bid position. When necessary, the personnel
holding these relief positions will be scheduled into the position and
their primary job will be filled by other personnel according to the
procedures in the agreement.

2. Personnel holding permanent bids will be returned to their permanent bid
positions when not utilized in the relief positions. Personnel not holding
permanent bids will be assigned where their seniority and skills will
place them when not utilized in the relief position.

3. The following positions will be posted jobs: Relief Corrugated Printer
Operator, Relief Stockroom Clerk, Relief Quality Assurance Clerk, Relief
Incinerator Helper, Relief Incinerator Operator.

4. Personnel will be selected from those signing the posting(s), first by
department seniority then by plantwide seniority if no personnel with
department seniority sign the posting or if any personnel with department
seniority cannot perform the duties of the job. If the succcessful bidder
was chosen by plantwide seniority, the seniority in the department of the
relief position will begin for the successful bidder on the closing date
of the posting.

5. Personnel successfully bidding into these positions will be designated
fill-ins when necessary and must move into the permanent position when the
permanent vacancy arises, based upon their seniority in the relief
positions.

6. For the purpose of clarifying when relief positions will be required to
fill vacancies, the following guidelines xxxx to be used:

1) WEEKLY VACANCIES - Cover for vacations, sick leave, worker
compensation, FMLA, general leave, and jury duty, etc. - Person
holding the relief position will automatically be scheduled into the
vacancy.

2) DAILY VACANCIES - If the relief person is scheduled on the same shift,
that person will be required to cover the vacancy. If the relief
person is on a day off, the normal overtime procedure will be used.
The relief person would be the last to be called.

Note: On a daily vacancy, if relief person is going from a 12-hour to
an 8-hour shift, they will be allowed to make up the additional
4 hours in their scheduled position.

7. Employees holding relief bids will relinquish the relief bid, when/if they
accept another bid.

E. JOB CLASSIFICATION CHANGE:

1. If a job classification in an established line of progression, is removed
and placed in a different established line of progression, in the same or
a different department, an eligible employee with established seniority,
occupying the job classification at the time the change occurs, will be
given an opportunity to move with the job classification to the position
in which it is placed in another line, with his/her established department
seniority from the former line, and may exercise such seniority in the
line in which the job is placed under paragraph "a' below:

a. When a job opening in other succeeding job classifications in an
established line of progression in which an employee has established
seniority, eligible employees in the qualifying job classification
will be considered for such openings on the basis of qualifications
and length of service.

2. If a job classification not in a established line of progression is
removed from the department and placed in an established line of
progression, an eligible employee with established seniority, occupying
the job classification at the time the change occurs will be given an
opportunity to move with the job classification to the position in which
is it placed in the line, with his/her established department seniority
from the former department, and may exercise such seniority in the line of
progression, in which the job is placed under paragraph "a" below:

a. When a job opening occurs in other succeeding job classifications in
an established line of progression in which an employee has
established seniority, eligible employees in the qualifying job
classification will be considered for such openings on the basis of
qualifications and length of service.

3. If a job classification not in an established line of progression is
removed from the department and placed in a different department, an
eligible employee with established seniority, occupying the job
classification at the time the change occurs, will be given an opportunity
to move with the job classification to the position, with his/her
established department seniority from the former department.

4. If an established job classification is eliminated and removed form an
established job progression line, an eligible senior employee in the line
may exercise his/her seniority as follows:

a. When curtailment occurs in a line of progression in the department, an
employee with established seniority in the line being curtailed will
come back down the line thorough each job classification in the
reverse order of promotion.

b. An employee curtained from an established line of progression who
cannot retain a position in that line of progression shall have the
opportunity to exercise his/her department seniority

to retain an entry level job classification in all other lines of
progression within his/her department.

c. An employee curtailed from an established line of progression who
cannot retain a position in his/her department as outlined above under
paragraph 4-b, shall have the opportunity to exercise his/her plant
seniority to retain an entry level job classification in all other
lines of progression or non-progression jobs where qualified in all
other departments.

d. An employee curtailed from an established line of progression can
exercise his/her plant seniority to retain a position on the lay off
(Call List) list.

e. Employees permanently curtailed to the lay off (Call List) status from
a line of progression will retain first recall rights to that line of
progression in the same order as they were curtailed until the
employee accepts a job bid and completes the probationary period.

f. If a job elimination occurs during the employee's first year on the
job, the employee will be allowed to return to his/her former bid job
and position. Department seniority will be credited to the employee
for the time spent on the eliminated job.

g. Employees not willing to move upward in a line of progression may not
remain in that line of progression. It is understood that his
provision does not apply to those employees currently "frozen". In
training for jobs in a line of progression there will be no trading of
positions.

5. In the event of an elimination of a job classification not in a line of
progression, the affected employee can exercise his/her department
seniority to retain a position in an entry level position in their
department.

F. CURTAILMENT

1. If a piece of Converting equipment is shut down for one (1) or more
shifts, it will be the company's option to:

a. Assign other work to the affected employees and continue to maintain
their classified regular rate of pay or;

b. The affected employees will be allowed to exercise their department
seniority by replacing on their shift the junior employees in the
entry level job in any progression line in the department on their
shift and will be paid the regular rate of pay for that job.

2. In the event of a shutdown on either paper machine or both, the crews of
the affected machine or machines shall not exercise departmental or plant
seniority for the duration of the work week or three (3) days, whichever
is greater, except upon an

announcement by the Company of a shutdown of undetermined duration in
which case seniority may be exercised on the work day immediately
following such announcement. Fiber Preparation Department shall be subject
to the same provisions as those specified for the Paper Machines. The
employees of the Paper Machine and Fiber Preparation Departments shall
receive their regular rate of pay for shutdown work performed in their own
department or any other work performed at the specific request of the
Company

G. LAYOFF:

1. Employees who are laid off will only retain recall rights for a period of
twenty-four (24) months.

2. The terms Lay-off list, Call-list, and Call board are intended to have the
same meaning and are used synonymously throughout the labor agreement.

H. MISCELLANEOUS

1. Any bargaining unit employee who is promoted to a supervisory position
shall be considered to be on trial in that position for a period of four
(4) months while a thirty (30) working day trial period will apply on any
other non bargaining unit position.

2. Employees shall suffer no loss of seniority for loss of time due to any
disablement incurred in the performance of their duties for the Company.

3 Any promotion except a permanent position or a temporary vacancy known to
exceed thirty (30) days is to be made within the employee's shift without
moving the employee from one shift to another. Shift promotions will be
made on all shifts on all jobs. Whenever qualified employees are
available, except in the cases of coverage for various Union Committee
meeting with the Company.

4. The parties agree that management shall have the right to add jobs, change
jobs, change progression ladders or eliminate jobs. It is understood by
the parties that the Company shall meet and discuss with the Union
Committee the establishment modification or elimination of lines of
progression at least thirty (30) days prior to the planned action.

I. LINES OF PROGRESSION:

1. The normal line of progression for each department is shown below, with
each

succeeding job listed in the order of importance. (NOTE: BOLD INDICATES
ENTRY LEVEL POSITION FOR BUMPING APPLICATION...AND* INDICATES BID
POSITION.)

XXXXXX:
PAPER MACHINE DEPARTMENT:
No. 3 Paper Machine No. 4 Paper Machine
------------------- -------------------
Machine Tender Machine tender
Back Tender Back Tender
Third Hand Third Hand
FOURTH HAND FOURTH HAND
TEMPORARY FIFTH HAND*

FIBER PREPARATION DEPT. XXXXXX MAINTENANCE DEPT
----------------------- -----------------------
Stock Preparation Operator Journey Maintenance
First Assistant Stock Prep Operator Intermediate Maintenance A
Second Assistant Stock Prep Operator Intermediate Maintenance
UTILITY OPERATOR-LEVEL 1* Junior Maintenance
MAINTENANCE HELPER*

WASTE WATER TREATMENT INCINERATOR DEPARTMENT:
---------------------------------------------
Waste Water Treatment Operator
Incinerator Operator
INCINERATOR OPERATOR RELIEF*

INCINERATOR HELPER
INCINERATOR HELPER RELIEF*

CONVERTING & DISTRIBUTION CENTER:
CONVERTING DEPARTMENT:
HHT LINES:
#1 #2 #3
System Operator System Operator System Operator
Training Xxxxx 0 Xxxxxxxx Xxxxx 0 Training Level 2
TRAINING LEVEL 1* TRAINING LEVEL 1* TRAINING LEVEL 1*

BRT LINES:
#1 #2
Systems Operator Systems Operator

Training Xxxxx 0 Xxxxxxxx Xxxxx 0
TRAINING LEVEL 1* TRAINING LEVEL 1*

#3 #4
System Operator System Operator
Training Xxxxx 0 Xxxxxxxx Xxxxx 0
TRAINING LEVEL 1* TRAINING LEVEL 1*

NAPKIN LINES:
#1 #2 #3
Systems Operator Systems Operator Systems Operator
TRAINING LEVEL 1* TRAINING LEVEL 1* TRAINING LEVEL 1*

KOLD KARE:
System Operator
TRAINING LEVEL 1*

OMNI FLOW WRAPPER:
Systems Operator
TRAINING LEVEL 1*

BUNDLER:
Systems Operator
TRAINING LEVEL 1*

OPEN BID (PLANTWIDE):
Stock Room Clerk
Quality Assurance Clerk
PULP & PAPER TECHNICIAN*
RELIEF STOCK ROOM CLERK*
RELIEF QUALITY ASSURANCE CLERK*

OPEN BID (CONVERTING):
CORE MACHINE OPERATOR
CORRUGATED PRINTER OPERATOR

RELIEF CORRUGATED PRINTER OPERATOR*
UTILITY*

(Note: position of "Utility" listed as reference only; position is not normally
filled)

DISTRIBUTION CENTER DEPARTMENT:
------------------------------
(NON PROGRESSIVE POSITIONS)
ULF MOTOR OPERATOR
SPOTTER DRIVER/DISTRIBUTION SPECIALIST
DISTRIBUTION SPECIALIST*

CDC MAINTENANCE DEPARTMENT
--------------------------
Journey Maintenance
Intermediate Maintenance A
Intermediate Maintenance
Junior Maintenance
MAINTENANCE HELPER*

MATERIALS SUPPORT DEPARTMENT
----------------------------
MOTOR OPERATOR*
POLY SPECIALIST

J. Any employee returning to work from an unauthorized absence shall have the
right to submit a bid, within seventy-two (72) hours from the employee's
return to work, on any job posted during the employee's absence up to
thirty (30) days from the date of return to work.

SECTION 11
WIRE AND FELT TIME

A. Wire Changes are to be handled as follows:
1. #3 Paper machine - Three (3) full paper machine crews (12 people) are
to be used for putting on wires. Full paper machine crew is defined as
Machine Tender, Back tender, Third Hand, and Fourth Hand.

If full crews are not available for the wire change, then off
shift, then days off crews members of #4 machine are to be
called in utilizing the "extra wire" rotation list.

2. #4 Paper Machine - Three (3) full paper machine crews (12 people) are
to be used

for putting on wires. Full paper machine crew is defined as Machine
Tender, Back Tender, Third Hand, and Fourth Hand.
If full crews are not available for the scheduled wire change,
then off shift, then days off crew members of #3 machine are
to be called utilizing the "extra wire" rotation list.

3. Fiber Preparation employees on duty shall be used if employees are
still needed after calling in all off duty crew members of both paper
machines.

4. When employees are called in or stay in after their regular hours,
they will receive six (6) hours pay for putting on the wire. This is
with the expectation that the employees will be available for work
during the entire time of putting on the wire. Should they only be
available for part of the time, they shall be compensated
proportionately.

5. Any employee covering any of the major jobs in either mill is not
entitled to wire time during the wire change. This applies to regular
and overtime hours.

6. If part of the wire change time comes within a worker's regular shift,
it is not intended that he or she shall draw both their regular pay
and their wire allowance for the same hours worked.

7. Call in details:
(a) Who to Call Off shift by department seniority and rotation Days
off by department seniority and rotation.
(b) When making calls for clothing changes, the promotion book will be
utilized by department seniority.
(c) After a holiday shutdown where there has been no scheduled
production, paper machine department schedule will be utilized to
call in crew members (off shift, then days off) for a clothing
change.
(d) The following will not be eligible for the clothing changes:
anyone on restricted duty, people who have requested the day off
(vacation or off with permission) defined from 7:00 a.m. that day
to 7:00 a.m. the following day and 5th hands).

B. Felt changes are to be handled as follows:

1. Felt time will apply whenever a whole felt is removed from the paper
machine.
2. The following number of Paper Machine employees will be used for a
felt:
a. #3 pick-up: 8
b. #4 wet felt: 6
c. #4 pick-up: 8
Off shift, then days off crew members on the machine scheduled for
the felt will be called in as needed to "fill-in" by seniority and
by shift.

In the event, the full crew list has been exhausted for the paper
machines scheduled for the felt change, then the off shift, then days
off crew members from the other paper machine will be utilized by
shift and seniority as described in Paragraph A, Item #7.

3. When employees are called in or held in after their regular hours for
the purpose of putting on a felt or xxxxx, they shall be paid as
follows:

a. Six (6) hours at their regular rate of pay for a wet felt or time
and one-half (1-1/2x) whichever is greater.

b. Seven (7) hours at their regular rate of pay for a pickup felt or
time and one-half (1-1/2x) , whichever is greater.
This is with the expectation that the employees will be available for
work during the entire time of putting on the felt. Should they only
be available for part of the time, they shall be compensated
proportionately.

4. If the felt or xxxxx are changed on Saturday or Sunday, the above
premiums will be paid at the rate of time and one-half (1-1/2x) or
double time (2x) respectively.

5. Any employee covering positions on the machine scheduled for the felt
is not entitled to felt time during the felt change. This provision
applies to regular and overtime hours.

6. In the event that the felt or xxxxx are changed so that the change
occurs on a split shift, employees will be paid proportionately.

7. Felt time begins when the felt is ready to be put on the machine and
does not include shrinkage.

C. When employees are requested to report for a wire or felt change at a
specific time and are unable to begin the wire or felt change, they may be
asked to perform duties with the wire or felt change e.g., assist the
on-shift paper machine crew with the preparation of the wire or felt until
such time as they can begin the wire or felt change. They shall be paid
one and one-half (1-1/2X) times their regular rate of pay for such waiting
time, except Sunday when double time (2X) will apply.

D. These wire and felt time allowances are not to be credited against other
overtime provisions nor is it intended to deny the workers the benefit of
any other overtime provisions.

SECTION 12
REPORTING TIME

A. Any employed who reports for work on his or her regular shift when
required to do so or has

received less than two (2) hours notification in the usual manner, not to
report for work, shall receive four (4) hours at his or her regular rate
of pay if there is not work for him or her.

B. If the employee so reporting is put to work, he or she shall be paid for a
full day, provided he or she is available for a full day's work; this
shall also apply to an employee who has been laid off due to lack of work.

C. Shop Stewards, or any Union member in the event no Shop Xxxxxxx is
available, will be called upon to substantiate the Company's unsuccessful
efforts to notify an employee of any change in their daily work routine.

SECTION 13
CALL TIME

A. When an employee is called/asked in at a time other than his or her
regular working hours he or she shall be paid time and one-half (1-1/2)
his or her regular rate of pay if off for the day with the Company's
permission, or if the employee already worked his or her regular hours;
but only his or her regular rate of pay if off due to layoff, lack of work
or other causes; with a guarantee pay in any event equivalent to at least
four (4) hours time at his or her regular rate of pay; six (6) hours on
Saturday and eight (8) hours on Sunday. If, while calling in employees, an
employee is not at home but can be contacted that employee may return the
call to the Company if he/she desires the work If the return call is
received prior to the position(s) being filled, that employee will be used
to fill the positions(s).

B. When a maintenance employee is called in at a time other than their
regular working hours for the purpose of doing a specific job or related
jobs to maintain operations of the equipment, it is not the intention of
the Company to assign work to him or her, on any other additional
unrelated jobs except in an emergency. The senior employee will be
assigned to the emergency while the next person by seniority will fill the
original call. This does not apply to the case of any employee called in
as an addition to the work force or for the purpose of filling the job of
an absence.

C. If maintenance personnel are needed and are called/asked in on a Saturday,
Sunday or Holiday before 7:00 a.m. and they show an effort to arrive as
quickly as possible but no later than 6:30 a.m., the Company will pay four
(4) hours call time until 7:00 a.m.. The pay rate will be the rate of pay
they would normally receive for the day according to the provisions of
this agreement.

SECTION 14
CESSATION OF WORK

A. It is agreed that there shall be no strikes, walkouts, lockouts, stoppage
of work, slowdown or

curtailment of production or other similar interruption of work during the
period of this Agreement.

B. The Paper, Allied-Industrial, Chemical & Energy Workers International
Union, and Xxxxxx/Pittston Township Local No. 2-1448 agree that neither of
them will, during the term of this Agreement, authorize any strikes. It
being understood and agreed that any strike not expressly authorized by
the Union, in accordance with the P.A.C.E. International Constitution,
By-Laws, Standing Rules and General Laws, shall be deemed for all
purposes, an unauthorized strike, for which there shall be no financial
liability on the part of the P.A.C.E. International Union and Xxxxxx, and
Pittston Township, Local No. 2-1448 or officers thereof.

C. In the event of an unauthorized strike, walkout, stoppage of work,
slowdown or curtailment of production or other similar interruption of
work during the period of this Agreement, the P.A.C.E. International Union
and the Xxxxxx, and Pittston Township, Local No. 2-1448 will endeavor to
secure the immediate return of the strikers to work. In case of any
unauthorized strike, walkout, stoppage of work, slowdown or curtailment of
production or other similar interruption of work during the period of this
Agreement, the Employer may impose disciplinary measures involving loss of
seniority, or loss of vacation pay, or suspension from work, or may
discharge the employee involved in such unauthorized acts.

SECTION 15
GRIEVANCE PROCEDURE

A. The Union Grievance Committee shall be composed of six (6) members, plus
the President of Xxxxxx, and Pittston Township, Local No. 2-1448.

B. The Company agrees to give the President of Local No. 2-1448, Shop
Stewards and employees such time off with pay, as may be necessary for the
handling of grievances and for the transaction of Union business with the
Company, providing this privilege is used with discretion.

C. A Shop Xxxxxxx or President of Local No. 2-1448 shall not absent
themselves from his or her place of work to visit other parts of the plant
or department without permission of his or her Supervisor or
Superintendent, any reasonable request shall be granted by the Supervisor
or Superintendent.

The President of Local No. 2-1448 or any Union official shall, upon
entering a department, report to the Supervisor or Superintendent of the
department of his or her representative and advise him or her of his or
her business.

D. Supervisors will confer with the Shop Xxxxxxx on problems arising within a
department in an endeavor to resolve such problems, to the extent of their
ability.

E. Grievances are to be handled according to the following steps:

1. The employee and Shop Xxxxxxx shall refer any complaint to the proper
Supervisor and if at the end of twenty-four (24) hours, the employee
receives no satisfaction he or she shall file a formal written
grievance. Such formal grievance must be filed with the Company no
later than five (5) working days after the cause for such complaint
has occurred.

2. If the grievance is not resolved at the end of five (5) working days
after the same is filed with the Company the Union Grievance Committee
shall meet with the Department Head involved to effect a resolution of
the grievance. The immediate Supervisor may be designated to attend
this meeting as desired by the Department Head.

3. If the grievance is not settled at the end of the three (3) working
days from the meeting referred to in Step #2, the Human Resources
Manager and Department Head shall meet with the Union Grievance
Committee.

4. If the grievance is not settled in Step #3, the Plant Manager and
Employee Relations manager shall meet with the Union Grievance
Committee and the representative of the International Union within one
(1) week or as soon as possible.

5. If the grievance is not settled as outlined in Step #4, the matter
shall be submitted to the Union body at their next regularly scheduled
monthly meeting for their decision as to whether the question is to be
submitted to arbitration as hereinafter described. Such decision by
the Union body must be relayed to the Company no later than five (5)
days from the time the decision has been made. Then at the discretion
of either party to the Labor Agreement, the grievance may be submitted
for arbitration..

6. Arbitration shall be conducted by a sole arbitrator who shall be
selected by both parties to the Labor Agreement under the then current
Voluntary Labor Arbitration rules of the American Arbitration
Association. All necessary expenses of the sole arbitrator shall be
shared equally by the Company and the Union. The arbitrators decision
shall be final and binding upon both parties.

7. Both parties may reject the first panel of arbitrators and request a
second panel within ten (10) days after receipt of the first panel.
Each party may strike one (1) name from the second panel until the
arbitrator is chosen; this procedure must be accomplished within
fifteen (15) working days. The arbitrator shall render his decision
within a forty-five (45) day period from the date of the hearing. It
is mutually agreed that there shall be no extension of the time limits
in this procedure.

8. The arbitrator must render a decision within the scope and terms of
this Agreement and only on interpretation and application of the
provisions herein.

9. It is understood that only two (2) issues may be arbitrated on a given
day by a given arbitrator.

F. The Company will endeavor to cooperate with the Union in granting
reasonable requests for time off without pay, for Union business providing
this privilege is used with discretion.

G. Employees serving on the Grievance Committee and Safety Committee shall be
paid their regular rate of pay for all time spent in conference with the
Company.

H. The time limits in the steps listed above are understood to be with the
exclusion of Saturdays, Sundays, Holidays, and non-operating days.

I. It is understood that the Grievance and Negotiating Committees shall be
composed of not more than seven (7) bargaining unit employees.

SECTION 16
PERMISSION TO ENTER PLANT

A. The duly authorized officers of the Union shall be permitted to enter the
Company's premises for the purpose of adjusting complaints or ascertaining
whether this Agreement is being performed, provided however, that they
shall in no way interfere with the continuation of the Companys' business;
and provided that such authorized representative of the Union shall,
before seeking admission to any part of the Company's premises, first
report to the office of the Company for permission.

B. Employees not on duty who have not been called for work shall also report
to the Company office before seeking admission to the Company's plant.

SECTION 17
SICK LEAVE

A. Any employee who shall become ill, excluding Occupational Sickness or
Accident, and whose claim of illness is supported by satisfactory
evidence, shall be granted sick leave of absence automatically up to a
period of nine (9) months without pay. Such leave of absence may be
extended by mutual agreement between the Company and the Union and
seniority shall accumulate during the leave.

B. Maternity leaves shall be subject to the same limitations outlined for
sick leave.

C. It is understood that the absences referred to in the forgoing will be
based on acceptable medical certification as submitted to the Company by
the attending physician..

PLAINWELL TISSUE CONSUMER PRODUCTS DIVISION OF PLAINWELL, INC.

HOURLY EMPLOYEES

SICKNESS AND ACCIDENT PLAN

EFFECTIVE SEPTEMBER 17, 1999

INTRODUCTION

This document sets forth the Plainwell Tissue - Consumer Products Division of
Plainwell, Inc. Sickness and Accident Plan for Hourly Employees (the "Plan").
The Plan generally provides partial income replacement for certain disabilities
lasting 28 weeks or less, pursuant to the collective bargaining agreement
between Plainwell, Inc. and Paper Allied-Industrial, Chemical & Energy Workers -
Local 2-1448. No medical evidence is required for eligibility under the Plan.
Medical evidence is required to establish Disability and additional medical
evidence may be necessary to continue to receive benefits.

Throughout this document you will find terms that begin with a capital letter.
These terms are defined in the "Definitions" section, which appears at the end
of the document.

This Plan is self-insured. In other words, benefits are paid out of the assets
of Plainwell Tissue - Consumer Products Division of Plainwell Inc. Plainwell
Tissue has retained a third party administrator to perform certain functions
under the Plan. Since the Plan is now self-insured, it is no longer subject to
ERISA.

SHORT TERM DISABILTY BENEFITS

If, while you are covered under this Plan, you become Disabled due to Accidental
Injury or Sickness, you will receive during your period of Disability the
amounts stated in the collective bargaining agreement.

Benefits will begin as follows:

Disability due to Accidental Injury................1st day of Disability
Disability due to Sickness.........................4th day of Disability
or on the

first day of Hospital
Admittance or the day
of outpatient surgery
performed by a
Physician, whichever
is earlier.

Benefits will be paid until the earliest of:

(a) the day you are no longer Disabled;
(b) the day you die;
(c) the day you fail to provide satisfactory proof of continuous
Disability; as set forth in this section.
(d) the day you fail to provide (if requested) additional medical evidence
of your disability as set forth in this section.

Benefits are paid weekly for a maximum of 28 weeks for each incident of
Accidental Injury or Sickness. If you return to active employment after a period
of Disability, any subsequent Disability is considered a new Accidental Injury
or Sickness if the period between the end of one Disability and the onset of
another period of Disability is at least two weeks. If the period is less than
two weeks, you will, nevertheless, be considered to have a new Disability if the
second accidental Injury or Sickness is due to causes entirely unrelated to the
causes of the first Accidental Injury.

EMPLOYEE ELIGIBIILTY

You become covered under this Plan on the first day of the calendar month
following 120 days of continuous full-time employment with Plainwell Tissue, if
(a) you are a full-time hourly employee of Plainwell Tissue on that date, and
(b) you are actively employed on that date. Employees who are on the call list
of Plainwell Tissue are considered to be actively employed for purposes of this
Plan.

You are not covered under this Plan if you are a seasonal or temporary employee.

If you stop active employment, you will no longer be covered. However, coverage
will continue during the first nine months of temporary layoff or approved leave
of absence (if you were covered when the layoff or leave of absence began). If
you were previously covered and you return to active employment as a full-time
hourly employee of Plainwell Tissue, you will become covered immediately.

WHEN YOUR COVERAGE ENDS

Your coverage will end at midnight on the day you cease to be a full-time hourly
employee of Plainwell Tissue.

GENERAL EXCLUSIONS

You will not receive benefits for a Disability:

(a) during which you are not under the regular care and attendance of a
Physician providing appropriate treatment in accordance with the
Accidental Injury or Sickness that caused the Disability;

(b) that results from an intentionally self-inflicted injury.

CLAIMS FOR BENEFITS

The Plan is administered by Plainwell Tissue - Consumer Products Division of
Plainwell, Inc. Plainwell Tissue has retained a third party administrator to
perform certain functions. Plainwell Tissue may change the third party
administrator at any time but not the following procedure except as agreed upon
by Plainwell and the Union. Following is the procedure for making claims for
benefits.

- You must submit a written claim for benefits to the Human
Resources Department and provide a signed authorization granting
Plainwell the right to withhold any over-payments made to you
under this Plan. The claim shall contain the following:

1. A description of the disability.

2. A detailed medical evaluation by your Physician stating that
you are unable to perform your job, the date the disability
commenced and, if possible, the date you are expected to return
to work.

- Your claim will be telefaxed by the Human Resource Department to
the third party administrator immediately if the claim meets the
above requirements with directions to initiate payments.

- The third party administrator will review the claim to determine
whether you are Disabled under the Plan.

- If the third party administrator requires additional information
or initially denies your claim, in whole or in part, or the
continuation of benefits, the third party administrator

shall give you written notice of the additional requested
information or the denial or discontinuation through the Human
Resource Department setting forth:

(a) the specific reasons for the denial or discontinuation;

(b) specific reference to the pertinent Plan provisions on which
the denial or discontinuation is based;

(c) a description of any additional information necessary for the
claimant to perfect the claim or discontinuation, including
additional medical evidence, and an explanation of why such
information is necessary, and

(d) appropriate information as to the steps to be taken if the
claimant wishes to submit the claim for review.

- If you do not provide the additional information requested within
30 days from the date of receipt of the written request for
additional information, your payments will be discontinued unless
you request an examination by an independent physician located in
the Scranton/Xxxxxx-Xxxxx area, agreed to by you and the Human
Resource Department at Plainwell's expense to determine if you are
Disabled. Payments shall continue until such physician renders an
opinion as to Disability, which opinion shall be binding as to the
issue of Disability and the duration of Disability. If any
payments were paid to you for any period or periods when you were
deemed not to be Disabled by the independent physician, such
payments shall be repaid to the Company by you.

- If you elect not to request an independent physician's
examination, you or your authorized representative may petition
the third party administrator, in writing, through the Human
Resource Department for a review of the denial or discontinuation.
You and your representative may review pertinent documents and
submit your position to the third party administrator through the
Human Resource Department. The third party administrator shall
review its decision and communicate in writing its decision
through the Human Resource Department to you setting forth the
reasons for the decision within 30 days of your petition. You may
appeal such decision to Plainwell Pennsylvania Human Resource
Manager within 15 days after receipt of the decision who shall
then review the decision after conferring with you and your
representative, if desired, and shall render a final decision
within 15 days from the date of the receipt of the appeal.

FAMILY AND MEDICAL LEAVE

Your absence from employment due to Disability will likely also be considered an
absence under the Family and Medical Leave Act of 1993 ("FMLA"). If you are
absent from work due to Disability, you will receive information regarding your
rights under FMLA.

DEFINITIONS

When used in this Plan:

ACCIDENTAL INJURY means an accidental bodily injury that requires treatment by a
Physician.

HOSPITAL ADMISSION means admittance at an accredited hospital, including
admittance for outpatient surgery but does not include routine emergency room
care.

PLAN means the Plainwell Tissue Consumer Products Division of Plainwell, Inc.
Hourly Employees Sickness and Accident Plan in this section.

PHYSICIAN means any of the following licensed practitioners:

(a) a doctor of medicine (MD), osteopathy (DO), podiatry (DPM), or
Chiropractic (DC);

(b) licensed doctoral clinical psychologist; or

REGULAR CARE means you visit a Physician as frequently as is medically required,
according to standard medical practice, to effectively manage and treat your
condition that caused your Disability. You must be receiving appropriate
treatment and care by a Physician whose specialty or experience is appropriate
for your condition.

SICKNESS means a disease, disorder or condition, including pregnancy, which
requires treatment by a Physician.

DISABILITY means you are continuously unable to perform all your job duties
because of sickness or accidental injury.

SECTION 18
INDUSTRIAL LEAVE

A. It is agreed that Workers' Compensation benefits will be paid beginning on
the fourth (4th) day of absence due to an industrial injury. The first
three (3) days will be paid providing such absence is of more than seven
(7) days in duration. It is further agreed that if such absence is of
fourteen (14) days or more in duration, the affected

employee will sign over to the Company those compensation benefits which
would be paid by the Worker's Compensation insurance carrier covering the
first (1st) week of compensable absence.

1. It is understood that the absences referred to in the foregoing will be
based on acceptable medical certification as submitted to the Company by
the attending physician.

2. The Company will keep the normal Company paid benefits in force for up to
twelve (12) months following the date of disability for employees eligible
and receiving Worker's Compensation benefits.

B. When it becomes necessary for an industrial injured employee to undergo
follow-up Treatment or therapy by the attending physician or therapist
during scheduled work hours, such employee will be compensated for work
time lost up to a maximum of eight (8) hours or twelve (12) hours per day.
The employee must schedule such appointments before or after working hours
if possible, however the Company will verify such appointments and
schedule the time before or after working hours whenever possible.

C. Any industrially injured employee returning to work and unable to perform
their regular duties must be able to assume the duties within thirty (30)
days, of a job on which a bid has been submitted.

D. The Xxxxxx, and Pittston Township Light Duty program is designed for
employees who suffer an injury or illness on the job. Employment is
provided for an employee who has suffered a lost time incident or
maintained for an employee who has not suffered a lost time incident, by
matching an employee's medical restrictions with existing work needs in
the operation as follows:

1. Medical restriction will be determined by a physician

2. For maintaining employment for an employee who has not suffered a lost
time incident, a meeting will be held with the employee, a Union
Official and a Company Official. For returning employees to work
following a lost time incident, a meeting will be held with the
employee, the available Union Committee, Safety Supervisor, and
Department Manager or Superintendent. The employee's medical
restrictions will be reviewed to ensure that no employee is assigned
work that is in conflict with the medical restrictions. The employees
will be informed of their work hours, work responsibilities and
related issues (i.e., time clock procedures) at this meeting.

3. Employees working under this program will stay in the department where
injured. If work is not available in an employee's department, the
employee may be assigned to another department. Employee's assigned
light duty to his or her regular bid job will be carried as an extra.

4. Employees working under this program should rotate with their shift in
both 8 hour and 12 hour crewing applications. They should keep the
highest rate of pay. Employees who are able to make the Saturday or
Sunday schedule will be brought in. Employees on-call under this
program will be contacted for the day.

SECTION 19
GENERAL LEAVE

A. An employee who has a legitimate reason and requests time off by giving a
minimum of five (5) days advance notice in writing to the Company, will be
granted the time off provided qualified replacements are available to
perform his or her job.

B. The Company recognizes that occasional emergency or unpredictable situations
arise in which employees require additional time off. As an hourly employee
you may request an unpaid leave of absence (typically not to exceed thirty
(30) days). This type of leave of absence will be evaluated and granted at
the discretion of the department/plant manager based on:

1. Management's determination of whether the reason given for the request
is legitimate.

2. The economic impact that would result if a leave was granted.

3. The conditions which lead up to the request are out of the individual's
control.

4. Where Federal and State laws mandate the Company to grant the time off
(example: Family & Medical Leave Act...FMLA). This type of leave is
intended to be taken after all accrued vacation time is exhausted and
employees will be required to pay their employee benefit plan premium
costs during the leave of absence.

Employees who desire to apply for this type of leave of absence should do so in
writing at least five (5) days in advance of the first day requested off.

Exceptions to the above under FMLA are: (1) eligibility; (2) employee must
ordinarily provide 30 days advance notice when the leave is "foreseeable"; (3)
all paid leave applications shall be applied (substituted) to the leave request;
(4) for the duration of the FMLA leave, the Company will maintain the employee's
health coverage; and (5) the FMLA leave will not result in the loss of any
employment benefit that accrued prior to the start of the employee's leave.

SECTION 20
HEALTH AND WELFARE BENEFITS

A(1). All costs in connection with the Blue Cross./Blue Shield Hospital,
Surgical, and Major Medical Plans, Life Insurance, Dental Insurance,
and Sickness and Accident Benefits, within the limitations of the
policies and plans shall be borne by the Company.

Employees on the payroll may select one of the two options listed below:

OPTION #1

Employees may elect to be covered under the Blue Cross/Blue Shield Comprehensive
Medical Plan with the understanding that such Plan will be provided at no
premium cost to the employee. Once an employee elects to take the Comprehensive
Medical Plan, such employee will not be allowed to return to the existing
Medical Plan.

OPTION #2

Employees may elect to be covered under the existing Blue Cross/Blue Shield
Major Medical Plan with the understanding that such employees will contribute
fifty percent (50%) of any future increases in premium over that being paid by
the Company. If premiums decrease in the future, employee contributions will be
reduced by fifty percent (50%) of the decrease.

Increases or decreases in the premium will be certified in writing by Blue
Cross/Blue Shield. Copies of these certifications will be given to the Union and
affected employees.

Employee contributions will be made through four (4) equal weekly payroll
deductions each month.

Employees may, on the 1st of any month, decide to elect Option #1.

2. It is mutually agreed that the group insurance program is to be
utilized only as intended and that both parties will actively
engage in combating any abuse thereof. Employees must have 120
calendar days of service prior to being eligible for the above
group insurance coverage.

B. Any employee hired on or after December 4, 1995 and who subsequently becomes
eligible for medical benefits may elect either Option #1 or Option #2.

C. The Company's portion of a laid off employee's health and welfare benefits
will be paid by the Company for a period of twelve (12) months following
the month in which she/he is laid off. Following this, COBRA would apply.

D. Health and Welfare benefits are as described in the plan booklets and
endorsements.

1. Effective September 17, 1999:
a. Life and Accidental Death and Dismemberment $23,000
b. Weekly Sickness and Accident Benefit $ 294
(28 week maximum)

42
43

28 weeks.

2. Effective September 17, 2000:
a. Life and Accidental Death and Dismemberment $23,500
b. Weekly Sickness and Accident Benefit $ 308
(28 week maximum)

3. Effective September 17, 2001:
a. Life and Accidental Death and Dismemberment $24,000
b. Weekly Sickness and Accident Benefit $ 322
(28 week maximum)

4. Effective September 17, 2002:
a. Life and Accidental Death and Dismemberment $24,500
b. Weekly Sickness and Accident Benefit $ 336
(28 week maximum)

5. Effective September 17, 2003:
a. Life and Accidental Death and Dismemberment $25,000
b. Weekly Sickness and Accident Benefit $ 350
(28 week maximum)

E. A United Concordia Dental Program is provided as follows:

1. Basic plan plus prosthetic rider for employees and dependents with
Basic Plan reimbursement at 80/20 and prosthetic reimbursement at
80%. Reimbursements will be limited to $1,000.00 maximum per
individual per year. Employees must have six (6) months or more of
service prior to being eligible for Dental Program coverage.

2. Oral surgery at 80/20 Co-Insurance.

3. Orthodontic coverage at 50% for the charge to the maximum of
$800.00 per lifetime for children under age 19.

4. Periodontal coverage at 80/20 Co-Insurance.

X. Xxxx Vision II Option 2 coverage will remain in effect for the duration of
the agreement..

G. Blue Cross/Blue Shield of Northeastern Pennsylvania will be maintained as
the group health and United Concordia as the dental carrier for the
duration of this agreement unless the Company and the Union mutually agree
to change to a provider that offers the same or better coverage.

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SECTION 21
FUNERAL LEAVE

A. In the event of a death of an employee's immediate family, i.e., mother or
father, husband or wife, brother or sister, son or daughter, mother-in-law
or father-in-law, brother-in-law or sister-in-law, grandchildren,
grandparents, son-in-law, or daughter-in-law, employees shall receive
immediately following such death and upon request a maximum of four (4)
consecutive days funeral leave. During this four (4) consecutive day funeral
leave employee's will be paid their regular rate of pay. Employees must work
at least one (1) day during the week in which the death occurs to be
eligible for death leave, except where serious illness of an employee, not
on sick leave, or serious illness or death in the employee's family
precludes such employee from reporting on his or her scheduled job.

B. Death Leave will be paid at the rate of time and one-half (1-1/2) for
Saturday and double time for Sunday to those employees, who, ordinarily
would have been scheduled to work such days.

C. It is understood that employee are not to receive death leave pay if they
elect to work in lieu of time off. Employees must provide proof of death
when so requested by the Company.

SECTION 22
JURY DUTY

A. The Company Agrees to pay the difference between the employee's regular rate
of pay and jury duty pay, based on acceptable proof, to any scheduled
employee who is called to serve on jury duty.

SECTION 23
MISCELLANEOUS

A. Labor-Management Meetings: It is agreed that there will be a
Labor/Management Good Will Meeting once a month. These meetings will be held
on a day mutually agreed upon.

B. It is agreed that there will be a joint Labor/Management Safety Committee
which will meet once a month.

C. Bid Notices and Award Notices: The Company agrees to furnish the President
of Xxxxxx and Pittston Township Local No. 2-1448 with copies of bid notices
and bid award notices. A Union Officer will be notified of

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discharge cases as soon as practicable. The Union will be furnished a copy
of all current bargaining unit jobs.

D. Union Negotiating Committee:

The Company agrees to pay the Union Negotiating Committee eight (8) hours
pay per day at their straight time hourly rate for each day, including
Saturdays, Sundays, and Holidays, of Labor Agreement negotiations up to a
maximum one hundred twelve (112) hours of pay.

E. There shall be no discrimination against any bargaining unit employee on
account of race, color, religion, sex, age, disability, national origin, or
veteran status. Any provision of this Agreement or practice or custom to the
contrary shall be null and void.

F. Whenever the male pronoun is used in this contract, it may include the
female pronoun if appropriate thereto; and whenever the singular is used it
may include the plural if appropriate thereto.

G. The Company will continue its present practice regarding major construction,
major work repair, and installation of equipment. It is the Company's desire
and intention to award as much maintenance work as possible to Local 2-1448,
P.A.C.E International Union. It is agreed that no maintenance work normally
performed by Maintenance Department employees after the ratification of this
contract (and resulting maintenance position reductions) will be done within
the plant by outside contracting services until all factors (below) have
been carefully considered (including but not limited to). It is recognized
by the Union and the Company that during time of peak work loads, beyond the
capabilities of normal size maintenance crew to absorb, it may be necessary
to supplement the maintenance effort with outside contractors or other
source of labor as dictated by the circumstances and economics of the
situation.

1. Time availability of required skills and personnel within appropriate
department.

2. The timely availability of necessary tools and equipment.

3. The time limits within which the work must be completed.

4. Availability of related services

5. The continuity of plant operations while the work is being performed.

6. Pertinent cost factors.

The above understandings supersede all supplemental agreements, position
statements, prior understandings either written or oral, grievance answers,
arbitration awards, or any other source related to the contracting out of work.

H. Shift changes will be permitted within reason providing the privilege is not
abused and with such shift changes to be confined between employees on the
same production unit and of the same job classification. A shift change
request of an entry level employee who is being trained

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on a higher classification will only be permitted with another entry level
employee who is also being trained on the same higher classified job. The
Company will make a good faith effort to grant shift trades.

I. The Company will furnish specialist tools as required and will reimburse
employees for tools broken on the job. Basic operating tools will be
supplied by equipment operators. Basic operating tools include adjustable
wrenches, screwdrivers, and drive socket set (1/2" or 3/8"). Maintenance is
required to possess a basic tool set consisting of: set of combination
wrenches (1/4" to 1-1/4"), xxxxx wrenches, ball peen hammer, screwdrivers,
assorted pliers, 8" and 14" pipe wrenches, punches and chisels, combination
steel square and centering head, feeler gauges, 6" and 2' levels, and 1/2"
and 3/8" drive socket sets.

J. A Union Officer or Xxxxxxx may attend a Labor/Management Counseling Meeting
on their own time, if so requested by an hourly employee or employees. A
Union Officer or Xxxxxxx who is required to attend the meeting during their
shift will be paid for time spent in the meeting.

K. The Company will provide glass enclosed bulletin boards for the posting of
Union notices.

L. It is not the intent of the Company to deprive bargaining unit employees of
wages by having supervisors perform work usually done by bargaining unit
employees. No supervisors will perform bargaining unit work except that
which is necessary in instructing employees in the operation of the work or
in case of emergencies.

M. Air conditioning and smoke eaters will be provided in the existing cafeteria
facilities.

N. A copy of the Supervisor's Industrial Accident report will be distributed to
a Union representative during the monthly Safety Meeting.

O. Break areas, vending machine areas, and rest room facilities will remain
open at all times.

P. Fans will be provided on all production units.

Q. Labor/Management meetings will be scheduled within the time required for the
Agenda.

R. Employees covered by this Labor Agreement will not be sent to outside
warehouses not covered by this Agreement.

S. The Company may hire full time college students as summer temporary help.
These employees will be covered by this Agreement except the provisions of
Article 10 - Seniority will not apply. Their employment will being no
earlier than May 1st, and will terminate no later than September 15th of
each year unless the Company and the Union mutually agree to an extension.

T. In the event that the parties have not identified all "4-crewing" language
references in the Labor Agreement, it is understood that those "missed"
applications would be changed to the "12-hour shift schedule" reference if
needed.

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SECTION 24
MAINTENANCE PROGRAM

A. Only employees in the following Maintenance crews are subject to the
provisions of this Maintenance program: Mechanics, and Electricians. The
title "Maintenance" or the term "Maintenance Crew" will include Mechanics
and Electrical classifications.

1. If a maintenance employee at any level of one trade (either mechanical
or electrical) begins training in the other trade, his or her
department seniority will become the date the training begins and will
revert to the date held previously when the Journeyperson level in the
new trade is achieved.

2. When a permanent vacancy in either work location (CDC or Plant 1)
occurs, maintenance employees in the affected work location will be
polled by department seniority to fill the opening. Subsequent openings
following the initial vacancy in question will be filled by polling the
affected work location maintenance employees. In the event that the
final vacancy in this sequence is not filled, employees from the other
work location will be polled by department seniority. In the event that
the vacancy is not filled, paragraph G will be applied.

3. Vacation relief, sick leave, and industrial leave for shift maintenance
employees will be handled by polling employees at the affected work
location (CDC or Plant 1) by department seniority and qualifications to
cover the open shift. If there a no volunteers the junior qualified
employee at the work location where the vacancy occurred will be
required to fill the vacancy. If no junior qualified employees at the
affected work location are available, the junior qualified employee at
the other work location will be required to fill the vacancy.

4. In the case of emergencies, the available qualified employee may be
transferred from one Department to the other to assist with the
emergency.

B. The following are the grades of Maintenance employees and helpers:

Journey Maintenance
Intermediate Maintenance "A"
Intermediate Maintenance
Junior Maintenance
Maintenance Helper

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A Journey Maintenance employee is one who is a finished Mechanic, or
Electrician and has the necessary tools required. In general, in the case of
Xxxxxx Maintenance, he or she is a man or woman who could qualify as a
Journey Worker in any Industrial Job Shop. In the case of CDC Maintenance,
he or she is a man or woman who could qualify as a Converting Journeyperson
in a recognized tissue industry converting facility. He or she must be able
to execute the necessary work without direct supervision from his or her
supervisor.

C. The Company will select the Maintenance Helpers on its Maintenance crew
through a testing procedure administered by the State Bureau of Employment
Security for Mechanical Aptitude. Each person selected for the maintenance
crew shall indicate his or her desire to become Journey Maintenance and
shall indicate his or her desire in writing, on a from provided by the
Company as soon as he or she has completed his or her probationary period,
to start taking courses or other schooling approved by the Company to
acquire such mathematical knowledge, blueprint reading ability and other
related subjects as are required to reach Journey Maintenance status. Upon
enrollment in such courses or schooling, the Company shall re-imburse the
employee 50% for the cost of such courses or schooling with additional 50%
to be paid upon completion and passing of said courses or schooling.

D. An applicant transferred to the job of Maintenance Helper, who has
temporarily worked with the Maintenance crew for continuous periods of two
(2) or more forty (40) hour weeks, will be credited with all such periods up
to the total time requirement for promotion to Junior Maintenance. During
the first three (3) months after an applicant has been regularly assigned to
a Maintenance Helper's job, he or she will be classified as probationary on
that crew and he or she can be removed from the crew at any time during the
period. Prior to removal from the crew of any such probationary Maintenance
Helper because of his or her performance, management will notify the Union
standing committee of the intended action and the justification thereof. If
the standing committee considers the proposed removal unjustified, it may
take the matter up with the Engineering and Maintenance Management, whose
decision shall be subject to the Grievance Procedure. If such applicant
transferred to the Maintenance Crew from another department in the plant, he
or she will retain his or her seniority in the department from which he or
she transferred for a period of ninety (90) days and will be returned to the
job from which he or she transferred if removed from the crew. During the
probationary period, Management will determine as quickly as practical
whether or not the applicant has the aptitude and other characteristics
necessary to become Journey Maintenance. Unless a Maintenance Helper has
earlier been removed from the crew, prior to the expiration of the first
ninety (90) days after he or she has been regularly assigned as a
Maintenance Helper, the Company will review with him or her their progress
to date.

E. An employee's skill and knowledge will be determined through an objective
and measurable format before promotion to the next level as outlined below.

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1. An applicant selected by the Company to enter the Maintenance program
will be placed, when a vacancy exists, on the Maintenance Helper's job
for a period of nine (9) months elapsed time or 1,350 worked hours,
whichever is longer; and at the end of the period, will be
automatically promoted to Junior Maintenance.

2. A Junior Maintenance employee shall spend a period of nine (9) months
elapsed time or 1,350 worked hours whichever is longer, at which time
he or she shall then be promoted to Intermediate Maintenance.

3. Upon completion of one (1) year elapsed time or 1,800 worked hours,
whichever is longer, as Intermediate Maintenance, he or she will be
promoted to Journey Maintenance "A".

4. Upon completion of one (1) year or 1,800 worked hours, whichever is
longer, as Intermediate Maintenance "A", her or she will be promoted to
Journeyperson.

F. The progress and qualifications of each Maintenance employee below the grade
of Journey Maintenance will be periodically reviewed at intervals of not
more than six (6) months. Records of the results of these reviews will be
maintained and will be discussed with each employee at six (6) month
intervals. If the employee so desires, he or she may have his or her
progress report discussed with him or her. Whenever such a review of a
Maintenance employee has been completed, the Company shall notify him or her
in writing with a copy to the Local Union calling his or her attention to
the completion of such review and his or right to request a discussion of
it.

G. An open mechanical position in the "Maintenance Program" will be filled from
within the organization, In the event that no one is interested in becoming
a maintenance mechanic, the position will be filled from outside resources.
An Open Electrical position in the "Maintenance Program" will be filled from
outside resources. Before that step is taken, the Company will poll all
plant employees to see if anyone has journey maintenance qualifications to
fill an open electrical position.. If an employee has the desired
qualifications, then they will be considered before the position is filled
from outside resources.

H. For Xxxxxx, management will adopt an organized plan as far as practical of
rotating each employee below Journey Maintenance through different operating
departments, including shift work under different Journey Maintenance
employees, in order that he or she may gain the widest variety of experience
in the work of his or her chosen trade. For CDC, Management will adopt an
organized plan as far as practical of rotating each employee below Journey
Maintenance through different operating systems, including shift work, and
under different Journey Maintenance employees, in order that he or she may
gain the widest variety of experience in the work of his or her chosen
trade.

I. Employees in the classification of Journey Maintenance will be recognized
for additional abilities or skills. The additional skills recognized for
Xxxxxx will be Basic Welding, Advanced Welding, Instrument Repair,
Machinist, Accuray Certification, Pipefitter, PLC, Substation, and other
future categories to be determined

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by the Company. The additional skills recognized for CDC will be Machinist,
Basic Welding, Advanced Welding, PLC, Converting Maintenance, Converting
Electrician, Building Maintenance, and other future categories to be
determined by the Company. The number of employees to be utilized in each
skill category shall be determined by the Company. A program will be
developed by the Company describing requirements and qualifications which
must be met before the selected Maintenance Department employees will be
considered qualified in a given skill and therefore eligible to receive the
established skill value adjustment. Distribution of additional skills will
be handled in the following manner Each individual who possesses existing
recognized skills beyond the journeyman level will choose their primary
skill. As new skill categories are developed or existing skill categories
expanded to include additional individuals, the interested individuals will
be selected by seniority order among the journeyman maintenance employees
possessing the least number of skills. Training will continue until all
interested employees possess a primary skill. At that time, training will
revert to the top of seniority order until all interested employees possess
a secondary skill. This process shall be repeated based on the total number
of existing skills and future skills to be determined by the Company.

Employees will be considered eligible to receive the skill adjustment upon
recommendation of the evaluation team composed of other journey people and
maintenance supervision. Employees shall demonstrate to the team the
necessary skill by performing work in the field utilizing the new skill.

If transferred to a work assignment within the Pennslyvania operations where
a skill(s) cannot be utilized, the Company shall suspend the skill
adjustment after reviewing the matter with the evaluation team. Should the
employee in question transfer to an area where the skill can be utilized and
the Company, at the time of the transfer, requires additional employees with
the skill(s) formerly suspended, the employee will be re-evaluated by the
evaluation team. Where retaining is needed, the skill adjustment will be
considered after the retraining and pending the evaluation team's
recommendation.

Training or classwork for skill qualifications shall be done on the
employee(s) own time. The employee will be reimbursed for necessary tuition
and books under the guidelines of the Plainwell Tissue Tuition Refund
Program upon presenting evidence of satisfactory completion of the course.

1. Based on the guidelines set forth in Paragraph I, 1., a skill
adjustment of twenty cents ($0.20) per hour will be added to the
Journey Maintenance classification for each skill in which the
employee meets the required qualifications, with the exception of
the Basic Welding Skill, which shall be ten cents ($0.10) per
hour.

J. Nothing herein above shall be construed so as: (a) To oblige the employer to
hire or

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retain any employee unless there is work for him or her, or (b) To mean that
any right or obligation of either party to the Labor Agreement, established
under the Agreement and not herein specifically amended, has been modified
or revoked.

SECTION 25
ABSENTEEISM POLICY

A. Attendance Incidence Definition: An attendance incident is any absence of
one day or a combination of consecutive days. An instance of tardiness will
consititute 1/2 of an attendance incident.

B. Absence Definition: Any time an employee is not at work or leaves work for
any reason with the following exceptions: 1. Contract-provided leave or time
off: Vacation, Holiday, Jury Duty, Military Leave, Funeral Leave, Absence
for official union business, absence for Company paid business, and General
Leave, Sick Leave and Industrial Leave. 2. Any approved absence.

C. Tardiness Definition: Arriving at work at the start of eight (8) minutes and
up to and including four (4) hours late. Tardiness in excess of four (4)
hours will be recorded as an absence.

D. Attendance Incident Problem Definition: Any employee who produces seven (7)
incidences in a twelve (12) month moving period.

E. Progressive Disciplinary Action Steps:

1. At seven (7) attendance incidences, a formal documented verbal warning
will be issued.
2. At eight (8) attendance incidences, a written warning will be issued.
3. At nine (9) attendance incidences, a disciplinary layoff will be
issued. All eight (8) hour shift personnel will receive a three
scheduled workday suspension (24 scheduled work hours). All twelve (12)
hour shift personnel will receive a two scheduled work day suspension
(24 scheduled work hours). All suspensions will begin on the first
scheduled work day of the second work week after the nine (9)
incidences. No suspensions will be issued on either Sundays or
holidays, In the event the employee receives ten (10) incidents before
their suspension has been issued, discharge for cause will replace the
suspension.
4. At ten (10) attendance incidences, the employee will be discharged for
cause. In these cases, the Human Resource Manager and the Plant Manager
must be consulted before this action is taken in order to consider the
employee's work and previous work record.

F. For every two calendar months, 58 to 61 days depending on the months
involved of active employment (i.e., actively at work and not on A&S,
Worker's Compensation, etc.) without incurring an attendance incident, one
attendance incident will be removed from an employee's record of attendance
incidences until his or her balance of incidences is back to zero.

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SECTION 26
SCHEDULING

A. Plant senior employees within a department shall be scheduled in their own
department.

B. Except where Section 10, Paragraph F-3 applies, employees who hold bids
either permanent or temporary, shall work in their bid jobs so long as their
plant seniority entitles them to work in their own department on a weekly
schedule.

C. Except where Section 10, Paragraph F-3, applies, all employees shall,
according to department seniority, rotate with their shift. The proper
rotation is 7:00 a.m.-3:00 p.m. to 11:00 p.m.-7:00 a.m. to 3:00 p.m. - 11:00
p.m. for eight hour shifts and 7:00 a.m. - 7:00 p.m. to 7:00 p.m.-7:00 a.m.
for twelve hour shifts.

D. Relief and temporary bid holders who make the schedule shall fill available
openings if it is economically feasible or plant operations require it.

E. Entry level and non-progressive positions shall be forfeit to employees who
are entitled, by plant seniority, to work in their own department on the
weekday schedule.

F. Converting employees who are not scheduled in the Converting Department
shall be scheduled, by plant seniority, in the highest paying ($/week)
weekly openings in other departments for which they are qualified.

G. Employees who based on their plant seniority, are not placed on the weekly
schedule shall be assigned to the lay-off (call-off) list.

Call List Procedures and Rules are listed as follows:
1. All calls made under this application will be made by management.
2. Employees who, after being called to work under his application and
fail to respond to a call for any reason during the call time schedule
listed below, shall not be eligible for unemployment compensation
benefits for the missed day(s) in question.
a. All calls placed on weekdays and weekends shall be based on
seniority, using the Call-List roster. Employees who cannot be
called for the 7:00 a.m. to 3:00 p.m. shift (and 7:00 a.m. to 7:00
p.m. shift) are employees who work the previous shift. Note, these
employees must be considered as part of the Call-List roster and
contacted should a need arise for the 3:00 p.m. to 11:00 p.m.,
11:00 p.m. to 7:00 a.m., or 7:00 p.m. to 7:00 a.m. shifts.
b. All work calls, including rotation list calls, placed on weekday
and weekends shall be based on the following Call Time Schedule:

5:00 a.m. to 8:00 a.m. for shifts starting at 7:00 a.m.
1:00 p.m. to 4:00 p.m. for shifts starting at 3:00 p.m.,
7:00 p.m.

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11:00 p.m.

6:00 p.m. to midnight for shift starting at 7:00 p.m., 11:00 p.m.

If additional employees are needed after the shift has stated it
is permissible to call employees outside the Calling Time Schedule
as long as the following rules are applied:

1) Regular Call List - The unavailable employees will be
called during calling hours, if needed.
2) Rotation Lists - Senior employees in the desired
department must be called first. Senior employees who
were called outside the calling hours must be recalled
during the above calling hours, if needed.

c. All calls placed on weekdays and weekends shall be allowed to ring
for approximately forty-five (45) seconds. If the phone is busy,
management will wait approximately five (5) minutes before
re-trying. All subsequent calls will be placed starting with the
first employee whose phone was busy per the eligibility language
in paragraph 2-a. Management will move to the next employees on
the list. Management placing the call must sign the sheet,
indicate the time that the call was placed, and list the employee
as a "no answer" if the employee does not respond. If the employee
calls back after the initial effort to contact him/her, the
employee will be used if the position has not been filled.

3. Employees on the Call List who cannot be reached or refuse to report
when called during the call time schedule listed in 2-b will be subject
to the Absenteeism Policy.
a. Employees who cannot be reached for more than three (3)
consecutive days will be sent a letter asking them if they wish to
continue their employment. Employees failing to respond to the
letter within five (5) calendar will be discharged.

H. In Converting, twelve-hour vacancies shall be filled before eight-hour
vacancies.

I. Employees who have been assigned to a Converting twelve-hour operation shall
remain on twelve hours so long as they make the Converting schedule.

J. Employees shall be assigned, by department seniority, to the same shift on
Saturdays as they worked during the week.

K. Employees shall have until 9:00 a.m. on Wednesday to submit requests for
Saturday off. The Company will post a list of all personnel requesting
Saturday off indicating acceptance or denial by the Company of such request.
This list will be posted on enclosed bulletin boards by the end of the day
shift on Thursday. Employees may request a copy of their Request Off form
from their Supervisor.

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L. Once the weekly schedule is finalized and posted the Company will not move
employees from job to job except in emergency situations where qualified
replacements in key positions, are needed. This does not preclude the
Company from shutting down equipment on a shift and utilizing those
personnel according to the provisions of this agreement.

M. The Company agrees to post work schedules for all departments on the
Wednesday preceding the work week, whenever possible by 3:00 p.m.

N. It is understood by both parties that the Company is to be permitted a
leeway of not less than twenty-four (24) hours from the time work schedule
errors are reported to the Company for correction of same.

O. The Company and the Union may mutually agree to add to or change these
scheduling ground rules where permitted under the Labor Agreement.

P. In regard to vacation replacement vacancies being filled, the following will
apply:
1. Regarding the Bath and Towel lines in the Converting Department, two
(2) people from Bath and two (2) people form Towel lines will be
allowed to be on vacation per week and will be replaced on the
schedule.
2. Regarding the combined Napkin lines in the Converting Department, one
(1) person will be allowed to be on vacation per week and will be
placed on the schedule.
3. In the Paper Machines, two (2) positions per shift will be granted
vacation as follows:
a. No two from any one machine off at the same time.
b. Progression will be used to fill vacancies.
4. In the Fiber Plant work group, one (1) person per shift will be granted
vacation as follows:
a. Progression will be used.
5. Vacancies as a result of vacation-by-days may not be filled under the
above, items 1-4.

SECTION 27
CHANGE AND MODIFICATION

A. This Agreement shall be in effect September 17 1999, and shall remain in
effect until and including September 16, 2004, and from year to year
thereafter, unless terminated in accordance with provisions of Section 28
below.

B. If either party shall desire to change any provision this Agreement, it
shall give written notice of such desire to the other party at least sixty
(60) days in advance of any anniversary date.

C. The giving of notice provided in subsection B above shall constitute an
obligation upon both parties to negotiate in good faith all the questions at
issue, with the intent of reaching written agreement prior to the
anniversary date.

D. Any provisions of this Labor Agreement which is contrary to law will be
reviewed to conform to the legal requirements however, all other provisions
of this Labor Agreement will remain in

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full force and effect.

SECTION 28
TERMINATION OF AGREEMENT

A. At any time after the anniversary date, if no agreement on the questions at
issue has been reached, either party may give written notice to the other
party of intent to terminate the Agreement in not less than ten (10) days.
All provisions of the Agreement shall remain in effect until the specified
time has elapsed. During his period, attempts to reach an Agreement shall be
continued.

B. If the parties have failed to resolve their differences before the specified
time has elapsed, all obligations under this Agreement are automatically
cancelled.

C. This Agreement shall be binding upon the parties, hereto, their successor,
administrators, assigns and executors. In the event this operation or any
part of it is sold, leased, assignment, receivership or bankruptcy
proceedings, such operation shall continue to be subject to the terms of
this Agreement so long as the operation remains substantially similar to
that which is covered by this Agreement.

SECTION 29
CHANGES IN WRITING

A. No changes of any provision of this Agreement shall be recognized or
effective unless such change is in writing and signed by the parties to this
Agreement.

B. All contract Agreements are to be incorporated in the Agreement. Any future
Agreements made after the signing of the new Contract will be in written
form and copies provided each bargaining unit employee at Company expense.

C. This Agreement and Appendixes 1,2,3,4,5,6 supercede all prior Agreements and
understandings, oral or written, expressed or implied, and shall govern the
entire relationship between the parties.

APPENDIX 1
COMPANY RULES

Violations of all General Plant Rules and Operational Rules listed below shall
be managed under the following Progressive Discipline Schedule: (1) formal
documented verbal warning; (2) written warning; (3) suspension; and, (4)
discharge for cause; in these cases, the Labor-Management

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Committee must be consulted before this action is taken in order to consider the
facts, including the employee's overall record. This Progressive Discipline
Schedule will operate under a one year moving period in regards to this
Appendix.

GENERAL PLANT RULES:

1. Notices shall not be posted on Company property nor upon the official
Bulletin Boards without the permission of Management.

2. Loitering during working hours by employees shall not be permitted.

3. Members of employees' families, friends, and employees not on duty shall not
enter in or upon the Company property without permission.

4. No employee shall peddle, solicit, or offer for sale any article in or upon
the premises without permission from the Company.

OPERATIONAL RULES: (Reporting to Work...Reporting Off work...etc.)

1. Employees must be in their working place ready for work at the starting
hour, and will remain at their designated places until the regulated
quitting time, unless properly relieved.

2. No employee shall leave his or her work except in the performance of his or
her duties without first obtaining permission from the Supervisor, except in
customary practices approved by Supervisors.

3. Employees shall make every reasonable effort to notify their Supervisor no
later than four (4) hours preceding an intended absence from work for any
reason. Supervisors must be notified at least sixteen (16) hours and in no
case less than eight (8) hours before any employee will be permitted to
return to work after an absence. Employees scheduled on the 3-11 shift must
report in for work after an absence, no later than six (6) hours prior to
the start of the shift.

4. If an employee becomes ill (not work related) while they are at work the
following procedure will be followed:

a. Supervisor or Plant Nurse may or may not communicate with the
employee's family doctor.

b. If the Supervisor, Plant Nurse or the family doctor feels it is
necessary for the employee to be transported by ambulance one will be
called.
c. When the employee receives the ambulance xxxx they should submit it to
their medical plan, currently Blue Cross and Blue Shield of
Northeastern, PA.
d. The employee should bring in proof of the unpaid balance for this
ambulance xxxx to the Human Resources Department.
e. The Company will pay for the unpaid balance.

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The Company will use their discretion as to whether an employee should be
transported by ambulance. If the Company decides it is necessary for the
employee to be transported by ambulance and the employee refuses, a direct
order will be issued. Failure to follow the direct order will lead to
termination. This procedure is to be considered a guideline. It is the
Company's discretion to modify the contents of this guideline when
necessary.

5. Eating will not be tolerated except during lunch periods as specified in the
contract, unless approved by the Supervisor. This does not apply to those
working on a three (3) shift basis who do not have a specified lunch period.

IMMEDIATE DISCHARGE: (General / Operational Rules continued)

1. Violations of the following rules shall be considered sufficient cause for
dismissal:

a. Use, possess, manufacture, distribute, dispense or receive alcohol,
intoxicants or controlled substances (drugs...including prescription
drugs) on Company premises (see Substance Abuse Policy).

b. Bringing firearms in the Mill or on Company property, without
permission from the Resident Manager.

c. Neglect of duty.

d. Refusal to obey orders or instructions from the Supervisor.

e. Deliberate destruction or unauthorized removal or theft of Company's or
employees' property or outside contractors equipment.

f. Disfigurement of Bulletin Boards and interference with Company Notices.

g. Disorderly or immoral conduct.

h. Dishonesty

i. Sleeping on duty.

j. Smoking on duty in prohibited areas.

k. Stealing or removing from the plant any tools or materials belonging to
the Company, except with written permission from the supervisor.

l. Registering or tampering with another employee's timecard/clock, i.e.,
punching in/out for another employee(s).

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m. Leaving Company property during work hours without permission from
Supervision.

2. It is understood that the Company reserves the right after due consultation
with the Labor-Management Committee to alter or add to the Company Rules
whenever the conduct of the Company's business so requires, providing that
such alterations or additions are not in conflict with the other terms of
the contract.

3. Any unfair application of these rules or penalties connected therewith will
be subject to the Grievance Procedure.

APPENDIX 2
SAFETY REGULATIONS

It will be the duty and responsibility of every employee, both hourly and
salaried to observe and comply with the Safety Rules of Plainwell Tissue and in
addition, to perform every duty assignments with due regard for his personal
safety and that of his fellow employees.

These rules will be enforced by every supervisor. In addition, supervisors will
prescribe and employees will observe other safety precautions and procedures
made necessary by specific situations.

Careless workers are a menace to themselves and to their fellow workers. They
cannot be retained by this Company.

1. Good housekeeping must be maintained at all times.
a) Aisles kept clear.
b) Materials and supplies properly stored.
c) Refuse and waste properly disposed of.
d) Non-hazardous spills cleaned up immediately.
e) Equipment and facilities kept clean and orderly.

2. Fire fighting equipment must be accessible at all times. This equipment will
be used for fire fighting only.

3. Safety equipment, such as eye protection, safety hats, protective clothing
will be worn.

4. No smoking allowed except in the following areas: Wet Ends No. 4 and No. 3
Paper Machines, Machine Shop, Mechanics Lunch Room, Designated Cafeteria and
Boiler Room. Other areas to be stipulated by Bulletin Board notices if the
occasion arises.

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5. Open toed shoes, sandals, tennis shoes and other shoes that do not provide
adequate footing and foot protection is prohibited. NO ONE IS TO WORK WITH
LOOSE CLOTHING. Shirt tails must be tucked in at all times and if sleeves
are rolled up they must be rolled above the elbow.

6. Hair reaching the shoulders must be bound.

7. Personnel must exercise caution when moving about the mill. Running, except
in case of emergency, is prohibited.

8. Throwing of items, playing practical jokes on fellow employees or other
forms of horseplay will not be tolerated.

9. All transport vehicles will be operated with full consideration for the
safety of the operator and that of other drivers and pedestrians as well.

10. No one is allowed to ride on a transport other than the operator of the
vehicle.

11. Employees are forbidden to use compressed air to clean clothing and for any
other purpose other than in the performance of their work.

12. Employees will not operate machines which are not part of their work and to
which they are not assigned.

13. Employees will avoid standing or passing under suspended loads (hoists,
parent rolls, fork trucks, etc.)

14. An employee must have all guards to place while operating any machinery or
equipment.

15. Tools, personal safety equipment, and other equipment will be kept in good,
serviceable condition. They will be inspected and checked frequently and
replacement or repairs made as necessary.

16. All personnel coming in contact with hazardous chemicals will familiarize
themselves with the necessary safety precautions and handle all chemicals
according to authorized procedures. Material Safety Data Sheets on all
chemical used in the plant are maintained in the hallway at the employee
entrance at CDC and in the front office at Xxxxxx.

17. Rules pertaining to lock out procedures must be followed by all personnel.

18. Unauthorized employees must not adjust or repair electrical equipment.

19. All warning signs, bulletins, and tags are for your protection, and will be
obeyed.

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20. Proper lifting procedures will be followed when handling any materials or
equipment, lift with the legs, keeping the back straight.

21. Unauthorized personnel must not enter posted restricted areas.

22. Report unsafe conditions to your supervisor IMMEDIATELY.

23. Every accident is to be reported to your supervisor where personal injury is
involved during working hours.

24. General Safety Rules are intended to cover the major kinds of work in your
department, but are not necessarily complete for every occupation.
Therefore, supervisors are expected to prescribe and employees to observe
additional safety procedures and precautions as required.

25. Do not oil, clean or adjust machinery in an unsafe manner.

26. If an employee's full rim glasses are broken or damaged as a result of a
witnessed on the job accident, not involving horseplay, replacement of the
broken parts will be paid by the company. Lenses will not be paid for if the
prescription is changed.

27. Never start machinery, operate valves, or change electric switches until you
know by personal investigation that it is safe.

28. Confined spaces will be entered only under Confined Space OSHA regulations.

APPENDIX 3
LETTER OF AGREEMENT
BETWEEN
PAPER, ALLIED-INDUSTRIAL, CHEMICAL & ENERGY WORKERS
LOCAL 2-1448
AND
PLAINWELL TISSUE
CONCERNING

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THE AMERICANS WITH DISABILITIES ACT

The Company and the Union agree to meet and discuss actual or potential
accommodations that may be required by the implementation of the Americans with
Disabilities Act. The purpose of these meetings will be to come to some
agreement when reasonable accommodations that may violate parts of this
agreement may have to be made to comply with the Act.

APPENDIX 4
SUBSTANCE ABUSE PROGRAM
(THIS PROGRAM IS SEPARATE FROM "SELF REFERRAL")

Policy:

The Union and Company jointly recognize alcoholism and drug abuse as illnesses
which are treatable. It is also recognized that it is for the best interests of
the employee, the Union, and the Company that these illnesses be treated and
controlled under the existing collective bargaining contractual relationship.

Our concern is directed at alcoholism and drug problems which permit the
employee to perform the job in an unsafe and inefficient manner and cause poor
attendance and unsatisfactory performance on the job. Our sole objective is to
help not harm. This program is designed for rehabilitation and not elimination
of the employee.

Any employees who participates in this program will be entitled to all of the
rights and benefits provided to other employees who are sick, in addition to
specific services and assistance which this program may provide.

It shall be the responsibility of all employees in a supervisory position to
comply with the Company's policy and to assure any employee with an alcohol or
drug problem that a request for diagnosis or treatment will not jeopardize their
job rights or job security and that confidential handing of the diagnosis and
treatment of these problems is an absolute fact - not just an assertion.

This policy is written in the spirit of complying with the Drug-Free Act of
1988. The Act requires each Federal Contractor to certify that it will provide a
drug-free workplace by fulfilling seven requirements. These requirements are the
basic elements of the contractor's on-going responsibility to make good faith
efforts to maintain a drug -free environment.. A key action under the Act
requires the Company to establish a drug-free awareness program to inform
employees about the dangers of workplace drug abuse. The Company's drug-free
workplace policy, the availability of drug counseling, rehabilitation, and
employee assistance programs, and the penalties that may be imposed for drug
abuse violations.

Objectives:

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1. To comply with the Drug-Free Workplace Act of 1988.
2. To protect the health and welfare and safety of all employees.
3. To protect the Company's assets.
4. To promote the highest levels of plant performance.
5. To rehabilitate employees through the application of the EAP program
for present employees who have shown positive results from drug
screens.
6. To provide due process, fair treatment, and respect for employees'
privacy for all employees covered by this policy. This policy includes
all employees at Plainwell Tissues' Xxxxxx and Pittston Township
Pennsylvania operations.
7. To promote the principle of shared responsibility in managing this
matter.

Work Rules:

All employees must report to work in a physical condition that will enable them
to perform their jobs in a safe and efficient manner. Employees shall not:

1. Use, possess, manufacture, distribute, dispense or receive alcohol,
intoxicants or controlled substances (drugs....including prescription
drugs) on Company premises.

2. Report to work with any measurable amount of a controlled substance,
intoxicant or illegal drug in their system.

Medication prescribed by a physician is an exception when the physician
prescribing medication has released the individual to work while taking the
prescribed medication. Abuse of prescribed drugs is a violation of this program.

Employees who violate the above work rules shall be subject to appropriate
discipline up to and including discharge for cause. However, it is the primary
intent for most infractions to encourage and assist employees in treatment and
rehabilitation.

Testing for Cause:

1. Random drug/alcohol tests are strictly prohibited. Employees who are
returned to work after completion of treatment but who remain under the
terms of an aftercare program, shall be subject to unannounced follow-up
tests. In keeping with the purposes and policies of the program,
drug/alcohol screens are to be administered only when there is probable
cause to believe that the employee is under the influence of or impaired by
alcohol or drugs. Probable cause includes abnormal coordination,
appearance, behavior, speech or odor. It can also include work performance
and attendance problems

2. No drug/alcohol screen is to be performed until the supervisor's probable
cause has been confirmed by another management representative. Note, the
supervisor's effort should be properly documented, preferably in writing.
The employee will be provided with an

opportunity to explain his/her conduct. The supervisor will explain the
employee's right to have a union representative or fellow employee present,
if requested.

3. Failure to submit to a test required on one of the above basis will be
grounds for discharge. Employees who feel that they have a legitimate
grievance must still submit to the test and then file a grievance in
accordance with the Labor Agreement. An employee may forego the test if the
employee voluntarily consents to obtaining assistance and immediately
enters into a written Referral Agreement. The Company will apply all
medical/related treatment charges to the Company's Health & Welfare , Blue
Cross/Blue Shield benefits package for an employee who elects to
voluntarily consent.

4. An employee who has a confirmed positive test will be referred to the EAP.
Employees referred to an EAP will have disciplinary action withheld pending
satisfactory completion of the referral agreement requirements (which
includes aftercare).
.
5. An employee who has a confirmed positive test will only be provided with
one (1) opportunity for rehabilitation under this Program. The Company will
apply all medical/related treatment charges to the Company's Health &
Welfare, Blue Cross/Blue Shield benefits package for employees who receive
treatment after testing positive.

Testing Procedure:

1. The Company and the Union will select reputable facilities for base and
confirmatory testing. The facility for confirmatory testing must meet all
the standards set by Federal Health Agencies for laboratory performance and
they must employ certified Medical Technologists and Technicians. The
selection process includes following testing procedures that provide the
most accurate test results, maintaining the most complete chain of custody
and quality control procedures, insuring maximum confidentiality.

2. The employee will have the opportunity to have a reputable testing facility
test the same sample submitted to the original test facility. Accepted
chain of custody procedures must be followed and the test facility must
meet all standards set by Federal Health Agencies for laboratory
performance using certified Medical Technologists and Technicians. An
employee may request the independent test by notifying the Resident Manager
in writing within two calendar days after the day the employee is informed
of the test results. The test result will be kept confidential and will be
available only to a designated Company representative, a designated Union
representative or a designated Legal representative.

A. An employee who requests an independent sample test under Paragraph 2
(above) will be reimbursed for his/her expenses for the independent
test if the test result is negative. Otherwise, an employee with a
positive test result is responsible for the test expenses.

B. An employee who, after requesting an independent test under paragraph 2
(above), receives a negative test result, will be paid for lost time
from work.

3. Sample collection is to be accomplished in a manner compatible with
employee dignity. It is technically feasible to verify that a sample has
not been tampered with without subjecting the screened employee to a
degrading experience.

4. Drawing blood sample to perform drug/alcohol screening for the purpose of
this policy is prohibited.

5. Employees required to take a test will be placed on an unpaid leave of
absence pending the receipt of the test results. Employees who test
negative will be paid for time lost from work.

a. Employees who test negative will be paid for lost time from work (per
Paragraph 5) and 40 hours at their regular rate of pay for any repeat
testing requests which produce negative test results.

6. Any employee who has a confirmed positive test will be referred to the
Employee Assistance Program. This referral and any subsequent treatment,
including aftercare, is a condition of continued employment. The state
level for alcohol will be used to determine a positive test for alcohol.

7. None of the testing procedures are intended to be in violation of the law,
and if they are, they shall be eliminated without interfering with other
parts of this program.

8. An employee will have the right to use the grievance and arbitration system
in the current Labor Agreement to challenge any aspect of the testing
procedures.

Referral Agreement:

1. It is the intent of the Company and the Union to correct problems
associated with drugs and alcohol. Therefore, an employee who voluntarily
enters into treatment in lieu of a required test or has a positive result
on a test will have disciplinary action withheld pending satisfactory
completion of the Referral Agreement requirements.

2. The terms and conditions of each Referral Agreement will be put in writing
and signed by the employee, the Union, and the Company. Each Referral
Agreement will contain some basic core requirements, but will be designed
giving consideration to the individual's circumstances. The disciplinary
action will be abated for an employee who satisfactory completes the
treatment program prescribed by his/her counselor and who meets the terms
and conditions of the Referral Agreement.

3. An employee who fails to cooperate, abandons, or does not complete the
treatment program prescribed by his/her counselor or who fails to live up
to the terms and conditions of the Referral Agreement will receive the
previously withheld discipline. However, before the disciplinary action is
imposed, the Company and the Union representative will attempt to

counsel the employee in completing the treatment program.

4. Whether an employee volunteers to participate in a treatment program or is
required to participate as a condition of continued employment, that
employee shall continue to be subject to the same rules, working
conditions, and disciplinary procedures in effect for other employees,
i.e., employees cannot escape discipline for future infractions by being
enrolled in a treatment program. Employees will not be allowed to elect
rehabilitation (i.e. voluntarily consents) in lieu of discipline more than
one time.

Union Liability:

1. The parties agree that this program will not diminish he rights of
individual employees under state and federal laws relating to drug testing.

2. The Company agrees to hold the Union harmless and agrees to pay the
reasonable and normal expenses of an attorney for the Union in defending
joint litigation arising from the implementation of this program.

General Provisions:

1. This policy does not apply to EAP self-referrals (which are covered under
the Company's BC/BS Plan).

SUBSTANCE ABUSE PROGRAM

Flowchart

PROBABLE CAUSE

EMPLOYEE VOLUNTARILY
CONSENTS

(Only one opportunity to elect this
option under program)

(Includes Referral Agreement)

(Disciplinary Action withheld pending
successful completion of Referral
Agreement)

TEST REQUIRED

NEGATIVE TEST RESULTS POSITIVE TEST RESULTS

EMPLOYEE OPTION -2ND TEST

REFERRAL AGREEMENT (Employee provided with only one
(1) opportunity for rehabilitation
program)

EAP

REHABILITATION

(May include inpatient and/or outpatient care)

(Unannounced follow up test(s) required during aftercare period-
as prescribed by the EAP Counselor)

APPENDIX 5

DECLARATION OF PRINCIPLES
BETWEEN
PAPER, ALLIED-INDUSTRIAL, CHEMICAL & ENERGY WORKERS
INTERNATIONAL UNION
LOCAL 2-1448
AND PLAINWELL TISSUE
CONCERNING
TEAM WORK

1. It is to the mutual interest of the employer and the employees to provide
for the operation of the facilities under methods which will further to the
fullest extent possible the economic welfare of the employees, the safety
of the employees, economy of operation, quality and quantity of output,
cleanliness of the facilities, and protection of property. It is agreed
that the Company, the Union, and the employees will cooperate fully for the
advancement of these conditions.

2. The entire facility(s) will operate utilizing the principles of
cooperation and teamwork for safety and efficiency.

3. Each line of progression and/or non-progression department will work as an
operating team which at times will be assisted by a maintenance team. The
Company agrees that it is not their intention to make maintenance employees
out of operators, or operators out of maintenance employees. This means,
for example, that maintenance employees will assist production employees
and production employees will assist maintenance employees within the
limits of their skill and safe working practices throughout the operation.
This also means that maintenance employees will assist maintenance
employees of other trades and perform incidental work outside their trade
and assigned job.

4. Each member of a team has primary responsibilities in his/her respective
classification. However, they will also be responsible to assist any and
all other team members when the need arises. Operations members in lines of
progression will be expected to be able to perform the functions of the two
(2) classifications above them in the operating line of progression. Team
members may not select certain tasks within the team's areas of
responsibility to the exclusion of other tasks. No team member has
exclusive jurisdiction over any task. The supervisor may make task
assignments in a manner considered by the supervisor to be the most
efficient..

5. Recognizing that all teams are interdependent, cooperation/communication
between teams is a part of the standard operating procedure.

6. Vacancies shall be filled only when supervision determines it is necessary
to do so.

7. The Company and the Union recognize that using and developing the most
efficient methods of operation enhances the competitive position of the
operations and the security of

all employees. With this in mind, the Company and Union agree to
establish a Competitive Improvement Oversight Committee. The parties
agree to focus the Committee's activities on improving the operation's
ability to: (1) meet customer needs; (2) develop more efficient
operations; (3) obtain and maintain a competitive edge; and (4) utilize
the full potential of employees. Each party will select three (3)
members to service on this Committee.

APPENDIX 6
MEMORANDUM OF AGREEMENT
BETWEEN
PAPER, ALLIED-INDUSTRIAL, CHEMICAL & ENERGY WORKERS
LOCAL 2-1448
AND PLAINWELL TISSUE
CONCERNING
401-K PLAN

All bargaining unit employees will be eligible to participate in the Company's
401-K plan. There will be no Company contributions. All rules and regulations in
effect under the Company's 4-01-K Plan on April 1, 1996 shall be followed by all
plan participants.

PLAINWELL TISSUE
CONSUMER PRODUCTS DIVISION

XXXXXX AND PITTSTON TOWNSHIP PLANTS

FOR THE COMPANY: FOR THE UNION:

Atty. Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxx
Corporate Attorney President

Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx
Divisional Director of Vice-President
Operations

Xxxxx Xxxxxxx Xxxxxxx Xxxxxx
Resident Manager Recording Secretary

Xxxxx Xxxxx Xxxxxx Xxxxxxxxx
Converting Manager Financial Secretary

Xxxxx Xxxxxxxx Xxxx Xxxxxxxxxx
Pulp & Paper Manager Treasurer

Xxxx Xxxxxxxxx Xxxxxx Xxxxx
Manager, Human Resources Executive Board

Xxxxxx Xxxxx
Executive Board

Xxxxxxx Xxxx
International Representative

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AGREEMENT A. This agreement, made and entered into as of the 17th day of September 1999 by and between Plainwell Tissue, Consumer Products Division of Plainwell Inc., with its place of business situated at Ransom in Lackawanna County, and Pittston...

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