<PAGE>   1
                                                                EXHIBIT 10.37

                              AMENDED AND RESTATED
                                PLEDGE AGREEMENT


     THIS AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of March 24, 1997
(this "Pledge Agreement"), amends and restates that certain Amended and Restated
Pledge Agreement entered into as of September 16, 1996 among IPC, INC., a
Delaware corporation (the "Borrower"), IVEX PACKAGING CORPORATION, a Delaware
corporation ("Holdings"), certain Subsidiaries of the Borrower party thereto
(the "Prior Guarantors") and NATIONSBANK, N.A., in its capacity as agent (in
such capacity, the "Agent") for the lenders from time to time party to the
Original Credit Agreement described below (the "Prior Lenders").

                                    RECITALS

     WHEREAS, the Borrower, Holdings, the Prior Guarantors, the Prior Lenders
and the Agent entered into that certain Credit Agreement, dated as of December
7, 1995 (as amended and/or modified from time to time thereafter, the "Original
Credit Agreement");

     WHEREAS, the Original Credit Agreement has been amended and restated
pursuant to that certain Amended and Restated Credit Agreement, dated as of the
date hereof (as amended, modified, extended, renewed or replaced from time to
time, the "Credit Agreement"), among the Borrower, Holdings, the Domestic
Subsidiaries of the Borrower party thereto (such Domestic Subsidiaries, together
with Holdings, individually a "Guarantor" and collectively the "Guarantors"),
the lenders from time to time party thereto (the "Lenders") and the Agent; and

     WHEREAS, the Lenders have required that the Borrower and the Guarantors
(the Guarantors together with the Borrower, individually a "Pledgor", and
collectively the "Pledgors") secure or resecure, as applicable, their respective
obligations under the Credit Agreement and the other Credit Documents in
accordance with the terms of this Pledge Agreement.

     NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

     1.   Definitions.  Capitalized terms used herein but not otherwise defined
shall have the meanings ascribed to such terms in the Credit Agreement.

     2.   Pledge and Grant of Security Interest.  To secure the prompt payment
and performance in full when due, whether by lapse of time or otherwise, of the
Pledgor Obligations (as defined in Section 3 hereof), each Pledgor hereby
pledges and assigns to the Agent, for the benefit of the Lenders, and grants to
the Agent, for the benefit of the Lenders, a continuing security interest in any
and all right, title and interest of such Pledgor in and to the following,
whether now owned or existing or owned, acquired, or arising hereafter
(collectively, the "Pledged Collateral"):




                                     - 1 -


<PAGE>   2


          (a)  Pledged Shares.  (i) 100% (or, if less, the full amount owned by
     such Pledgor) of the issued and outstanding shares of capital stock owned
     by such Pledgor of each Domestic Subsidiary (as set forth on Schedule 2(a)
     attached hereto) and (ii) 65% (or, if less, the full amount owned by such
     Pledgor) of the issued and outstanding shares of each class of capital
     stock or other ownership interests entitled to vote (within the meaning of
     Treas. Reg. Section 1.956-2(c)(2)) ("Voting Equity") and 100% (or, if less,
     the full amount owned by such Pledgor) of the issued and outstanding shares
     of each class of capital stock or other ownership interests not entitled to
     vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Non-Voting
     Equity") owned by such Pledgor of each first-tier Foreign Subsidiary (as
     set forth on Schedule 2(a) attached hereto), in each case together with the
     certificates (or other agreements or instruments), if any, representing
     such shares, and all options and other rights, contractual or otherwise,
     with respect thereto (collectively, together with the shares of capital
     stock described in Section 2(b) and 2(c) below, the "Pledged Shares"),
     including, but not limited to, the following:

               (y)  all shares or securities representing a dividend on any of
          the Pledged Shares, or representing a distribution or return of
          capital upon or in respect of the Pledged Shares, or resulting from a
          stock split, revision, reclassification or other exchange therefor,
          and any subscriptions, warrants, rights or options issued to the
          holder of, or otherwise in respect of, the Pledged Shares; and

               (z)  without affecting the obligations of such Pledgor under any
          provision prohibiting such action hereunder, in the event of any
          consolidation or merger in which a Pledgor is not the surviving
          corporation, all shares of each class of the capital stock of the
          successor corporation formed by or resulting from such consolidation
          or merger.

          (b)  Additional Shares.  100% (or, if less, the full amount owned by
     such Pledgor) of the issued and outstanding shares of capital stock owned
     by such Pledgor of any Person which hereafter becomes a Domestic Subsidiary
     and 65% (or, if less, the full amount owned by such Pledgor) of the Voting
     Equity and 100% (or, if less, the full amount owned by such Pledgor) of the
     Non-Voting Equity owned by such Pledgor of any Person which hereafter
     becomes a first-tier Foreign Subsidiary, including, without limitation, the
     certificates representing such shares.

          (c)  Other Equity Interests.  Any and all other equity interests of
     each Pledgor in any Domestic Subsidiary or any first-tier Foreign
     Subsidiary.

          (d)  Proceeds.  All proceeds and products of the foregoing, however
     and whenever acquired and in whatever form.

Without limiting the generality of the foregoing, it is hereby specifically
understood and agreed that a Pledgor may from time to time hereafter deliver
additional shares of stock to the Agent as collateral security for the Pledgor
Obligations.  Upon delivery to the Agent, such additional



                                     - 2 -


<PAGE>   3
shares of stock shall be deemed to be part of the Pledged Collateral of such
Pledgor and shall be subject to the terms of this Pledge Agreement whether or
not Schedule 2(a) is amended to refer to such additional shares.

     3.   Security for Pledgor Obligations.  The security interest created
hereby in the Pledged Collateral of each Pledgor constitutes continuing
collateral security for all of the following, whether now existing or hereafter
incurred (the "Pledgor Obligations"):

          (a)  In the case of the Borrower, the prompt performance and
     observance by the Borrower of all obligations of the Borrower under the
     Credit Agreement, the Notes, this Pledge Agreement and the other Credit
     Documents to which the Borrower is a party;

          (b)  In the case of the Guarantors, the prompt performance and
     observance by such Guarantor of all obligations of such Guarantor under the
     Credit Agreement, this Pledge Agreement and the other Credit Documents to
     which such Guarantor is a party, including, without limitation, its
     guaranty obligations arising under Section 5 of the Credit Agreement; and

          (c)  Subject to subclause 25(c)(iii) hereof, all other indebtedness,
     liabilities and obligations of any kind or nature owing from any Pledgor to
     any Lender or the Agent in connection with (i) this Pledge Agreement or any
     other Credit Document, whether now existing or hereafter arising, due or to
     become due, direct or indirect, absolute or contingent, and howsoever
     evidenced, held or acquired, together with any and all modifications,
     extensions, renewals and/or substitutions of any of the foregoing, (ii)
     collecting and enforcing the Credit Party Obligations and (iii) liabilities
     arising under interest rate protection agreements entered into pursuant to
     the Credit Agreement.

     4.   Delivery of the Pledged Collateral.  Each Pledgor hereby agrees that:

          (a)  Each Pledgor shall deliver to the Agent (i) simultaneously with
     or prior to the execution and delivery of this Pledge Agreement, all
     certificates representing the Pledged Shares of such Pledgor and (ii)
     promptly upon the receipt thereof by or on behalf of a Pledgor, all other
     certificates and instruments constituting Pledged Collateral of a Pledgor.
     Prior to delivery to the Agent, all such certificates and instruments
     constituting Pledged Collateral of a Pledgor shall be held in trust by such
     Pledgor for the benefit of the Agent pursuant hereto.  All such
     certificates shall be delivered in suitable form for transfer by delivery
     or shall be accompanied by duly executed instruments of transfer or
     assignment in blank, in form provided in Schedule 4(a) attached hereto.

          (b)  Additional Securities.  If such Pledgor shall receive by virtue
     of its being or having been the owner of any Pledged Collateral, any (i)
     stock certificate, including without limitation, any certificate
     representing a stock dividend or distribution in connection with any
     increase or reduction of capital, reclassification, merger, consolidation,
     sale of assets, combination of shares, stock splits, spin-off or split-off,
     promissory notes or other instrument; (ii) option or right, whether as an
     addition to,



                                     - 3 -


<PAGE>   4
     substitution for, or an exchange for, any Pledged Collateral or otherwise;
     (iii) dividends payable in securities; or (iv) distributions of securities
     in connection with a partial or total liquidation, dissolution or reduction
     of capital, capital surplus or paid-in surplus, then such Pledgor shall
     receive such stock certificate, instrument, option, right or distribution
     in trust for the benefit of the Agent, shall segregate it from such
     Pledgor's other property and shall deliver it forthwith to the Agent in the
     exact form received together with any necessary endorsement and/or
     appropriate stock power duly executed in blank in the form provided in
     Schedule 4(a), to be held by the Agent as Pledged Collateral and as further
     collateral security for the Pledgor Obligations.

          (c)  Financing Statements.  Each Pledgor shall execute and deliver to
     the Agent such UCC or other applicable financing statements as may be
     reasonably requested by the Agent in order to perfect and protect the
     security interest created hereby in the Pledged Collateral of such Pledgor.

     5.   Representations and Warranties.  Each Pledgor hereby represents and
warrants to the Agent, for the benefit of the Lenders, that so long as any of
the Pledgor Obligations remain outstanding or any Credit Document is in effect
or any Letter of Credit shall remain outstanding, and until all of the
Commitments shall have been terminated:

          (a)  Authorization of Pledged Shares.  The Pledged Shares are duly
     authorized and validly issued, are fully paid and nonassessable and are not
     subject to the preemptive rights of any Person.  All other shares of stock
     constituting Pledged Collateral will be duly authorized and validly issued,
     fully paid and nonassessable and not subject to the preemptive rights of
     any Person.

          (b)  Title.  Each Pledgor has good and indefeasible title to the
     Pledged Collateral of such Pledgor and will at all times be the legal and
     beneficial owner of such Pledged Collateral free and clear of any Lien,
     except for the security interest created by this Pledge Agreement and other
     Permitted Liens.  There exists no "adverse claim" within the meaning of
     Section 8-302 of the Uniform Commercial Code as in effect in the State of
     New York (the "UCC") with respect to the Pledged Shares of such Pledgor.

          (c)  Exercising of Rights.  The exercise by the Agent of its rights
     and remedies hereunder will not violate any law or governmental regulation
     or any material contractual restriction binding on or affecting a Pledgor
     or any of its property.

          (d)  Pledgor's Authority.  No authorization, approval or action by,
     and no notice or filing with any Governmental Authority or with the issuer
     of any Pledged Stock is required either (i) for the pledge made by a
     Pledgor or for the granting of the security interest by a Pledgor pursuant
     to this Pledge Agreement; or (ii) for the exercise by the Agent or the
     Lenders of their rights and remedies hereunder (except as may be required
     by laws affecting the offering and sale of securities).




                                     - 4 -


<PAGE>   5
          (e)  Security Interest/Priority.  This Pledge Agreement creates a
     valid security interest in favor of the Agent for the benefit of the
     Lenders, in the Pledged Collateral.  The taking possession by the Agent of
     the certificates representing the Pledged Shares and all other certificates
     and instruments constituting Pledged Collateral will perfect and establish
     the first priority of the Agent's security interest in the Pledged Shares
     and, when properly perfected by filing or registration, in all other
     Pledged Collateral represented by such Pledged Shares and instruments
     securing the Pledgor Obligations.  Except as set forth in this Section
     5(e), no action is necessary to perfect or otherwise protect such security
     interest.

          (f)  No Other Shares.  No Pledgor owns any shares of stock other than
     as set forth on Schedule 2(a) attached hereto.

     6.   Covenants.  Each Pledgor hereby covenants, that so long as any of the
Pledgor Obligations remain outstanding or any Credit Document is in effect
(other than any obligations with respect to the indemnities and the
representations and warranties set forth in the Credit Documents) or any Letter
of Credit shall remain outstanding, and until all of the Commitments shall have
been terminated, such Pledgor shall:

          (a)  Books and Records.  Mark its books and records (and shall cause
     the issuer of the Pledged Shares of such Pledgor to mark its books and
     records) to reflect the security interest granted to the Agent, for the
     benefit of the Lenders, pursuant to this Pledge Agreement.

          (b)  Defense of Title.  Warrant and defend title to and ownership of
     the Pledged Collateral of such Pledgor at its own expense against the
     claims and demands of all other parties claiming an interest therein, keep
     the Pledged Collateral free from all Liens, except for those created
     hereunder and the security interest created hereby and except for Permitted
     Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose
     of Pledged Collateral of such Pledgor or any interest therein, except as
     permitted under the Credit Agreement and the other Credit Documents.

          (c)  Further Assurances.  Promptly execute and deliver at its expense
     all further instruments and documents and take all further action that may
     be necessary and desirable or that the Agent may reasonably request in
     order to (i) perfect and protect the security interest created hereby in
     the Pledged Collateral of such Pledgor (including without limitation any
     and all action necessary to satisfy the Agent that the Agent has obtained a
     first priority perfected security interest in any other capital stock);
     (ii) enable the Agent to exercise and enforce its rights and remedies
     hereunder in respect of the Pledged Collateral of such Pledgor; and (iii)
     otherwise effect the purposes of this Pledge Agreement, including, without
     limitation and if requested by the Agent, delivering to the Agent
     irrevocable proxies in respect of the Pledged Collateral of such Pledgor.

          (d)  Amendments.  Not make or consent to any amendment or other
     modification or waiver with respect to any of the Pledged Collateral of
     such Pledgor or



                                     - 5 -


<PAGE>   6

     enter into any agreement or allow to exist any restriction with respect to
     any of the Pledged Collateral of such Pledgor other than pursuant hereto or
     as may be permitted under the Credit Agreement.

          (e)  Compliance with Securities Laws.  File all reports and other
     information now or hereafter required to be filed by such Pledgor with the
     United States Securities and Exchange Commission and any other state,
     federal or foreign agency in connection with the ownership of the Pledged
     Collateral of such Pledgor.

     7.   Advances by Lenders.  On failure of any Pledgor to perform any of the
covenants and agreements contained herein, the Agent may, at its sole option and
in its sole discretion, perform the same and in so doing may expend such sums as
the Agent may reasonably deem advisable in the performance thereof, including,
without limitation, the payment of any insurance premiums, the payment of any
taxes, a payment to obtain a release of a Lien or potential Lien, expenditures
made in defending against any adverse claim and all other expenditures which the
Agent or the Lenders may make for the protection of the security hereof or which
may be compelled to make by operation of law.  All such sums and amounts so
expended shall be repayable by the Pledgors on a joint and several basis
(subject to Section 25 hereof) promptly upon timely notice thereof and demand
therefor, shall constitute additional Pledgor Obligations and shall bear
interest from the date said amounts are expended at the default rate provided in
Section 3.1(b) of the Credit Agreement for Revolving Loans that are Base Rate
Loans.  No such performance of any covenant or agreement by the Agent or the
Lenders on behalf of any Pledgor, and no such advance or expenditure therefor,
shall relieve the Pledgors of any default under the terms of this Pledge
Agreement or the other Credit Documents.  The Lenders may make any payment
hereby authorized in accordance with any bill, statement or estimate procured
from the appropriate public office or holder of the claim to be discharged
without inquiry into the accuracy of such bill, statement or estimate or into
the validity of any tax assessment, sale, forfeiture, tax lien, title or claim
except to the extent such payment is being contested in good faith by a Pledgor
in appropriate proceedings and against which adequate reserves are being
maintained in accordance with GAAP.

     8.   Events of Default.  The occurrence of an event which under the Credit
Agreement would constitute an Event of Default shall be an Event of Default
hereunder (an "Event of Default").

     9.   Remedies Upon Default. If any Event of Default shall have occurred and
be continuing:

          (a)  Rights and Remedies.  The Agent may exercise in respect of the
     Pledged Collateral of any Pledgor, in addition to other rights and remedies
     provided for herein or otherwise available to it, all rights and remedies
     of a secured party on default under the UCC or any other applicable law.

          (b)  Sale of Pledged Collateral.  Without limiting the generality of
     this Section and without notice, the Agent may, in its sole discretion,
     sell or otherwise dispose of or



                                     - 6 -


<PAGE>   7

     realize upon the Pledged Collateral, or any part thereof, in one or more
     parcels, at public or private sale, at any exchange or broker's board or
     elsewhere, at such price or prices and on such other terms as the Agent may
     deem commercially reasonable, for cash, credit or for future delivery or
     otherwise in accordance with applicable law.  To the extent permitted by
     law, any Lender may in such event, bid for the purchase of such securities.
     Each Pledgor agrees that, to the extent notice of sale shall be required by
     law and has not been waived by such Pledgor, any requirement of reasonable
     notice shall be met if notice, specifying the place of any public sale or
     the time after which any private sale is to be made, is personally served
     on or mailed, postage prepaid, to Holdings, on behalf of such Pledgor, in
     accordance with the notice provisions of Section 12.1 of the Credit
     Agreement at least 10 days before the time of such sale.  The Agent shall
     not be obligated to make any sale of Pledged Collateral of such Pledgor
     regardless of notice of sale having been given.  The Agent may adjourn any
     public or private sale from time to time by announcement at the time and
     place fixed therefore, and such sale may, without further notice, be made
     at the time and place to which it was so adjourned.

          (c)  Private Sale.  The Pledgors recognize that the Agent may deem it
     impracticable to effect a public sale of all or any part of the Pledged
     Shares or any of the securities constituting Pledged Collateral and that
     the Agent may, therefore, determine to make one or more private sales of
     any such securities to a restricted group of purchasers who will be
     obligated to agree, among other things, to acquire such securities for
     their own account, for investment and not with a view to the distribution
     or resale thereof.  Each Pledgor acknowledges that any such private sale
     may be at prices and on terms less favorable to the seller than the prices
     and other terms which might have been obtained at a public sale and,
     notwithstanding the foregoing, agrees that such private sale shall be
     deemed to have been made in a commercially reasonable manner and that the
     Agent shall have no obligation to delay sale of any such securities for the
     period of time necessary to permit the issuer of such securities to
     register such securities for public sale under the Securities Act of 1933.
     Each Pledgor further acknowledges and agrees that any offer to sell such
     securities which has been (i) publicly advertised on a bona fide basis in a
     newspaper or other publication of general circulation in the financial
     community of New York, New York (to the extent that such offer may be
     advertised without prior registration under the Securities Act of 1933), or
     (ii) made privately in the manner described above shall be deemed to
     involve a "public sale" under the UCC, notwithstanding that such sale may
     not constitute a "public offering" under the Securities Act of 1933, and
     the Agent may, in such event, bid for the purchase of such securities.

          (d)  Retention of Pledged Collateral.  The Agent may, after providing
     the notices required by Section 9-505(2) of the UCC or otherwise complying
     with the requirements of applicable law of the relevant jurisdiction,
     retain all or any portion of the Pledged Collateral in satisfaction of the
     Pledgor Obligations.  Unless and until the Agent shall have provided such
     notices, however, the Agent shall not be deemed to have retained any
     Pledged Collateral in satisfaction of any Pledgor Obligations for any
     reason.




                                     - 7 -


<PAGE>   8


          (e)  Deficiency.  In the event that the proceeds of any sale,
     collection or realization are insufficient to pay all amounts to which the
     Agent or the Lenders are legally entitled, the Pledgors shall be jointly
     and severally liable (subject to Section 25 hereof) for the deficiency,
     together with interest thereon at the default rate provided in Section
     3.1(b) of the Credit Agreement for Revolving Loans that are Base Rate
     Loans, together with the costs of collection and the reasonable fees of any
     attorneys employed by the Agent to collect such deficiency. Any surplus
     remaining after the full payment and satisfaction of the Pledgor
     Obligations shall be returned to the Pledgors or to whomsoever a court of
     competent jurisdiction shall determine to be entitled thereto.

     10.  Rights of the Agent.

          (a)  Power of Attorney.  In addition to other powers of attorney
     contained herein, each Pledgor hereby designates and appoints the Agent, on
     behalf of the Lenders, and each of its designees or agents as
     attorney-in-fact of such Pledgor, irrevocably and with power of
     substitution, with authority to take any or all of the following actions
     upon the occurrence and during the continuance of an Event of Default:

               (i)   to demand, collect, settle, compromise, adjust and give
          discharges and releases concerning the Pledged Collateral of such
          Pledgor, all as the Agent may reasonably determine;

               (ii)  to commence and prosecute any actions at any court for the
          purposes of collecting any of the Pledged Collateral of such Pledgor
          and enforcing any other right in respect thereof;

               (iii) to defend, settle or compromise any action brought and, in
          connection therewith, give such discharge or release as the Agent may
          deem reasonably appropriate;

               (iv)  to pay or discharge taxes, liens, security interests, or
          other encumbrances levied or placed on or threatened against the
          Pledged Collateral of such Pledgor;

               (v)   to direct any parties liable for any payment under any of
          the Pledged Collateral of such Pledgor to make payment of any and all
          monies due and to become due thereunder directly to the Agent or as
          the Agent shall direct;

               (vi)  to receive payment of and receipt for any and all monies,
          claims, and other amounts due and to become due at any time in respect
          of or arising out of any Pledged Collateral of such Pledgor;

               (vii) to sign and endorse any drafts, assignments, proxies, stock
          powers, verifications, notices and other documents relating to the
          Pledged Collateral of such Pledgor;



                                     - 8 -


<PAGE>   9
               (viii) to settle, compromise or adjust any suit, action or
          proceeding described above and, in connection therewith, to give such
          discharges or releases as the Agent may deem reasonably appropriate;

               (ix)  execute and deliver all assignments, conveyances,
          statements, financing statements, renewal financing statements, pledge
          agreements, affidavits, notices and other agreements, instruments and
          documents that the Agent reasonably may determine necessary in order
          to perfect and maintain the security interests and liens granted in
          this Pledge Agreement and in order to fully consummate all of the
          transactions contemplated therein;

               (ix)  to exchange any of the Pledged Collateral or other property
          upon any merger, consolidation, reorganization, recapitalization or
          other readjustment of the issuer thereof and, in connection therewith,
          deposit any of the Pledged Collateral of such Pledgor with any
          committee, depository, transfer agent, registrar or other designated
          agency upon such terms as the Agent may determine;

               (xi)  to vote for a shareholder resolution, or to sign an
          instrument in writing, sanctioning the transfer of any or all of the
          Pledged Shares of such Pledgor into the name of the Agent or one or
          more of the Lenders or into the name of any transferee to whom the
          Pledged Shares of such Pledgor or any part thereof may be sold
          pursuant to Section 9 hereof; and

               (xi)  to do and perform all such other acts and things as the
          Agent may reasonably deem to be necessary, proper or convenient in
          connection with the Pledged Collateral of such Pledgor.

     This power of attorney is a power coupled with an interest and shall be
     irrevocable (i) for so long as any of the Pledgor Obligations remain
     outstanding, any Credit Document is in effect (other than any obligations
     with respect to the indemnities and the representations and warranties set
     forth in the Credit Documents) or any Letter of Credit shall remain
     outstanding and (ii) until all of the Commitments shall have been
     terminated.  The Agent shall be under no duty to exercise or withhold the
     exercise of any of the rights, powers, privileges and options expressly or
     implicitly granted to the Agent in this Pledge Agreement, and shall not be
     liable for any failure to do so or any delay in doing so.  The Agent shall
     not be liable for any act or omission or for any error of judgment or any
     mistake of fact or law in its individual capacity or its capacity as
     attorney-in-fact except acts or omissions resulting from its gross
     negligence or willful misconduct.  This power of attorney is conferred on
     the Agent solely to protect, preserve and realize upon its security
     interest in Pledged Collateral.

          (b)   Performance by the Agent of Pledgor's Obligations.  If any
     Pledgor fails to perform any agreement or obligation contained herein,
     after the occurrence and during the continuance of an Event of Default, the
     Agent itself may perform, or cause performance



                                     - 9 -


<PAGE>   10

     of, such agreement or obligation, and the expenses of the Agent incurred in
     connection therewith shall be payable by the Pledgors on a joint and
     several basis pursuant to Section 12 hereof.

          (c)   Assignment by the Agent.  The Agent may from time to time assign
     the Pledged Collateral and any portion thereof to another Person acting as
     agent for the Lenders under the Credit Agreement, and the assignee shall be
     entitled to all of the rights and remedies of the Agent under this Pledge
     Agreement in relation thereto.

          (d)   The Agent's Duty of Care.  Other than the exercise of reasonable
     care to assure the safe custody of the Pledged Collateral while being held
     by the Agent hereunder, the Agent shall have no duty or liability to
     preserve rights pertaining thereto, it being understood and agreed that
     Pledgors shall be responsible for preservation of all rights in the Pledged
     Collateral of such Pledgor, and the Agent shall be relieved of all
     responsibility for Pledged Collateral upon surrendering it or tendering the
     surrender of it to the Pledgors.  The Agent shall be deemed to have
     exercised reasonable care in the custody and preservation of the Pledged
     Collateral in its possession if such Pledged Collateral is accorded
     treatment substantially equal to that which the Agent accords its own
     property, which shall be no less than the treatment employed by a
     reasonable and prudent agent in the industry, it being understood that the
     Agent shall not have responsibility for (i) ascertaining or taking action
     with respect to calls, conversions, exchanges, maturities, tenders or other
     matters relating to any Pledged Collateral, whether or not the Agent has or
     is deemed to have knowledge of such matters; or (ii) taking any necessary
     steps to preserve rights against any parties with respect to any Pledged
     Collateral.

          (e)   Voting Rights in Respect of the Pledged Collateral.

               (i)   So long as no Event of Default (as defined herein) shall
          have occurred and be continuing, to the extent permitted by law, each
          Pledgor may exercise any and all voting and other consensual rights
          pertaining to the Pledged Collateral of such Pledgor or any part
          thereof for any purpose not inconsistent with the terms of this Pledge
          Agreement or the Credit Agreement; and

               (ii)  Upon the occurrence and during the continuance of an Event
          of Default, all rights of a Pledgor to exercise the voting and other
          consensual rights which it would otherwise be entitled to exercise
          pursuant to paragraph (i) of this Section shall cease and all such
          rights shall thereupon become vested in the Agent which shall
          thereupon have the sole right to exercise such voting and other
          consensual rights.

          (f)   Dividend Rights in Respect of the Pledged Collateral.

               (i)   So long as no Event of Default shall have occurred and be
          continuing and subject to Section 4(b) hereof, each Pledgor may
          receive and



                                     - 10 -


<PAGE>   11

          retain any and all dividends (other than stock dividends and other
          dividends constituting Pledged Collateral which are addressed
          hereinabove) or interest paid in respect of the Pledged Collateral to
          the extent they are allowed under the Credit Agreement.

               (ii)  Upon the occurrence and during the continuance of an Event
          of Default:

                    (A)   all rights of a Pledgor to receive the dividends and
               interest payments which it would otherwise be authorized to
               receive and retain pursuant to paragraph (i) of this Section
               shall cease and all such rights shall thereupon be vested in the
               Agent which shall thereupon have the sole right to receive and
               hold as Pledged Collateral such dividends and interest payments;
               and

                    (B)   all dividends and interest payments which are received
               by a Pledgor contrary to the provisions of paragraph (A) of this
               Section shall be received in trust for the benefit of the Agent,
               shall be segregated from other property or funds of such Pledgor,
               and shall be forthwith paid over to the Agent as Pledged
               Collateral in the exact form received, to be held by the Agent as
               Pledged Collateral and as further collateral security for the
               Pledgor Obligations.

               (g)   Release of Pledged Collateral.  The Agent may release any
          of the Pledged Collateral from this Pledge Agreement or may substitute
          any of the Pledged Collateral for other Pledged Collateral without
          altering, varying or diminishing in any way the force, effect, lien,
          pledge or security interest of this Pledge Agreement as to any Pledged
          Collateral not expressly released or substituted, and this Pledge
          Agreement shall continue as a first priority lien, security interest,
          pledge and charge on all Pledged Collateral not expressly released or
          substituted when any of the Pledgor Obligations remain outstanding
          with respect to the Lenders.

          11.  Application of Proceeds.  Upon the occurrence and during the
continuance of an Event of Default, any payments in respect of the Pledgor
Obligations and any proceeds of any Pledged Collateral, when received by the
Agent or any of the Lenders in cash or its equivalent, will be applied in
reduction of the Pledgor Obligations in the order set forth in Section 3.7 of
the Credit Agreement, and each Pledgor irrevocably waives the right to direct
the application of such payments and proceeds and acknowledges and agrees that
the Agent shall have the continuing and exclusive right to apply and reapply any
and all such payments and proceeds in the Agent's sole discretion,
notwithstanding any entry to the contrary upon any of its books and records.


          12. Costs of Counsel.  At all times hereafter, the Pledgors agree to
promptly pay upon demand any and all reasonable documented costs and expenses of
the Agent or the Lenders, (i) as required under Section 12.5 of the Credit
Agreement and (ii) as necessary to protect the Pledged Collateral or to exercise
any rights or remedies under this Pledge Agreement or with respect to



                                     - 11 -


<PAGE>   12

any Pledged Collateral.  All of the foregoing costs and expenses shall
constitute Pledgor Obligations hereunder.

          13.   Continuing Agreement.

               (a)   This Pledge Agreement shall be a continuing agreement in
          every respect and shall remain in full force and effect so long as the
          Credit Agreement is in effect or any amounts payable thereunder or
          under any other Credit Document or any Letter of Credit shall remain
          outstanding, and until all of the Commitments thereunder shall have
          terminated (other than any obligations with respect to the indemnities
          and the representations and warranties set forth in the Credit
          Documents).  Upon such payment and termination, this Pledge Agreement
          shall be automatically terminated and, the Lenders shall, upon the
          request and at the expense of the Pledgors, forthwith release all of
          its liens and security interests hereunder.  Notwithstanding the
          foregoing all releases and indemnities provided hereunder shall
          survive termination of this Pledge Agreement.

               (b)   This Pledge Agreement shall continue to be effective or be
          automatically reinstated, as the case may be, if at any time payment,
          in whole or in part, of any of the Pledgor Obligations is rescinded or
          must otherwise be restored or returned by the Agent or any Lender as a
          preference, fraudulent conveyance or otherwise under any bankruptcy,
          insolvency or similar law, all as though such payment had not been
          made; provided that in the event payment of all or any part of the
          Pledgor Obligations is rescinded or must be restored or returned, all
          reasonable costs and expenses (including without limitation any
          reasonable legal fees and disbursements) incurred by the Agent or any
          Lender in defending and enforcing such reinstatement shall be deemed
          to be included as a part of the Pledgor Obligations.

          14.  Amendments; Waivers; Modifications.  This Pledge Agreement and
the provisions hereof may not be amended, waived, modified, changed, discharged
or terminated except as set forth in Section 12.6 of the Credit Agreement.

          15.  Successors in Interest.  This Pledge Agreement shall create a
continuing security interest in the Collateral and shall be binding upon each
Pledgor, its successors and assigns and shall inure, together with the rights
and remedies of the Agent and the Lenders hereunder, to the benefit of the Agent
and the Lenders and their successors and assigns; provided, however, that none
of the Pledgors may assign its rights or delegate its duties hereunder without
the prior written consent of each Lender or the Required Lenders, as required by
the Credit Agreement.  To the fullest extent permitted by law, each Pledgor
hereby releases the Agent and each Lender, and its successors and assigns, from
any liability for any act or omission relating to this Pledge Agreement or the
Collateral, except for any liability arising from the gross negligence or
willful misconduct of the Agent, or such Lender, or its officers, employees or
agents.

          16.  Notices.  All notices required or permitted to be given under
this Pledge Agreement shall be in conformance with Section 12.1 of the Credit
Agreement.




                                     - 12 -


<PAGE>   13
          17.  Counterparts.  This Pledge Agreement may be executed in any
number of counterparts, each of which where so executed and delivered shall be
an original, but all of which shall constitute one and the same instrument.  It
shall not be necessary in making proof of this Pledge Agreement to produce or
account for more than one such counterpart.

          18.  Headings.  The headings of the sections and subsections hereof
are provided for convenience only and shall not in any way affect the meaning or
construction of any provision of this Pledge Agreement.

          19.  Governing Law; Submission to Jurisdiction; Venue.

               (a)  THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
          PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
          IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  Any legal
          action or proceeding with respect to this Pledge Agreement may be
          brought in the courts of the State of North Carolina, or of the United
          States for the Western District of North Carolina, and, by execution
          and delivery of this Pledge Agreement, each Pledgor hereby irrevocably
          accepts for itself and in respect of its property, generally and
          unconditionally, the jurisdiction of such courts.  Each Pledgor
          further irrevocably consents to the service of process out of any of
          the aforementioned courts in any such action or proceeding by the
          mailing of copies thereof by registered or certified mail, postage
          prepaid, to it at the address for notices pursuant to Section 12.1 of
          the Credit Agreement, such service to become effective 30 days after
          such mailing.  Nothing herein shall affect the right of the Agent to
          serve process in any other manner permitted by law or to commence
          legal proceedings or to otherwise proceed against any Pledgor in any
          other jurisdiction.

               (b)  Each Pledgor hereby irrevocably waives any objection which
          it may now or hereafter have to the laying of venue of any of the
          aforesaid actions or proceedings arising out of or in connection with
          this Pledge Agreement brought in the courts referred to in subsection
          (a) hereof and hereby further irrevocably waives and agrees not to
          plead or claim in any such court that any such action or proceeding
          brought in any such court has been brought in an inconvenient forum.

          20.   Waiver of Jury Trial.  TO THE EXTENT PERMITTED BY APPLICABLE
LAW, EACH OF THE PARTIES TO THIS PLEDGE AGREEMENT HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF
OR RELATING TO THIS PLEDGE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

          21.   Severability.  If any provision of any of the Pledge Agreement
is determined to be illegal, invalid or unenforceable, such provision shall be
fully severable and the remaining provisions shall remain in full force and
effect and shall be construed without giving effect  to the illegal, invalid or
unenforceable provisions.




                                     - 13 -


<PAGE>   14
          22.  Entirety.  This Pledge Agreement and the other Credit Documents
represent the entire agreement of the parties hereto and thereto, and supersede
all prior agreements and understandings, oral or written, if any, including any
commitment letters or correspondence relating to the Credit Documents or the
transactions contemplated herein and therein.

          23.  Survival.  All representations and warranties of the Pledgors
hereunder shall survive the execution and delivery of this Pledge Agreement and
the other Credit Documents, the delivery of the Notes and the making of the
Loans and the issuance of the Letters of Credit under the Credit Agreement.

          24.  Other Security.  To the extent that any of the Pledgor
Obligations are now or hereafter secured by property other than the Pledged
Collateral (including, without limitation, real property and securities owned by
an Pledgor), or by a guarantee, endorsement or property of any other Person,
then the Agent and the Lenders shall have the right to proceed against such
other property, guarantee or endorsement upon the occurrence of any Event of
Default, and the Agent and the Lenders have the right, in their sole discretion,
to determine which rights, security, liens, security interests or remedies the
Agent and the Lenders shall at any time pursue, relinquish, subordinate, modify
or take with respect thereto, without in any way modifying or affecting any of
them or any of the Agent's and the Lenders' rights or the Pledgor Obligations
under this Pledge Agreement or under any other of the Credit Documents.

          25.  Joint and Several Obligations of Pledgors.

               (a)   Subject to clause (c), each of the Pledgors is accepting
          joint and several liability hereunder in consideration of the
          financial accommodation to be provided by the Lenders under the Credit
          Agreement, for the mutual benefit, directly and indirectly, of each of
          the Pledgors and in consideration of the undertakings of each of the
          Pledgors to accept joint and several liability for the obligations of
          each of them.

               (b)   Subject to clause (c), each of the Pledgors jointly and
          severally hereby irrevocably and unconditionally accepts, not merely
          as a surety but also as a co-debtor, joint and several liability with
          the other Pledgors with respect to the payment and performance of all
          of the Pledgor Obligations arising under this Pledge Agreement and the
          other Credit Documents, it being the intention of the parties hereto
          that all the Pledgor Obligations shall be the joint and several
          obligations of each of the Pledgors without preferences or distinction
          among them.

               (c)  Notwithstanding any provision to the contrary contained
          herein or in any other of the Credit Documents,

                    (i)  to the extent the obligations of a Guarantor shall be
               adjudicated to be invalid or unenforceable for any reason
               (including, without limitation, because of any applicable state
               or federal law relating to fraudulent conveyances or transfers)
               then the obligations of each Guarantor hereunder shall be limited
               to the



                                     - 14 -


<PAGE>   15

               maximum amount that is permissible under applicable law (whether
               federal or state and including, without limitation, the
               Bankruptcy Code), and

                    (ii)  the obligations of Holdings hereunder shall be limited
               hereunder and in all the Credit Documents, in the aggregate, to
               an amount equal to $153,000,000.

          26.  Rights of Required Lenders.  All rights of the Agent hereunder,
if not exercised by the Agent, may be exercised by the Required Lenders.

                  [remainder of page intentionally left blank]



                                     - 15 -


<PAGE>   16
          Each of the Pledgors has caused a counterpart of this Amended and
Restated Pledge Agreement to be duly executed and delivered as of the date first
above written.


BORROWER:          IPC, INC.,
                   a Delaware corporation

                   By:
                      ----------------------------------
                   Name:
                        --------------------------------
                   Title:
                          ------------------------------





                                     - 16 -


<PAGE>   17
GUARANTORS:  IVEX PACKAGING CORPORATION,
             a Delaware corporation

             By:
                -----------------------------
             Name:
                  ---------------------------
             Title:
                   --------------------------

             IVEX PAPER MILL CORPORATION,
             a Delaware corporation

             IPMC HOLDING CORPORATION,
             a Delaware corporation

             IPMC, INC.,
             a Delaware corporation

             VALLEY EXPRESS LINES, INC.,
             a Delaware corporation

             KAMA OF ILLINOIS CORPORATION,
             a Delaware corporation

             PACKAGING PRODUCTS, INC.,
             a Delaware corporation

             CFI INDUSTRIES, INC.,
             a Delaware corporation

             PLASTOFILM INDUSTRIES, INC.,
             a Delaware corporation

             CFI RECYCLING, INC.,
             a Delaware corporation

             TRIO PRODUCTS, INC.,
             a Delaware corporation

             By:
                -----------------------------
             Name:
                  ---------------------------
             Title:                          of each of
                   --------------------------
             the above named Guarantors




                                     - 17 -


<PAGE>   18

     Accepted and agreed to as of the date first above written.

                               NATIONSBANK, N.A., as Agent

                               By:
                                  -----------------------------
                               Name:
                                    ---------------------------
                               Title:
                                     --------------------------



                                     - 18 -


<PAGE>   19
                                 Schedule 4(a)

                                       to

                              Amended and Restated

                                Pledge Agreement

                           dated as of March 24, 1997

                         in favor of NationsBank, N.A.

                                    as Agent


                            Irrevocable Stock Power


     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to


the following shares of capital stock of _____________________, a ____________
corporation:

     No. of Shares                                       Certificate No.



and irrevocably appoints __________________________________ its agent and
attorney-in-fact to transfer all or any part of such capital stock and to take
all necessary and appropriate action to effect any such transfer.  The agent
and attorney-in-fact may substitute and appoint one or more persons to act for
him.  The effectiveness of a transfer pursuant to this stock power shall be
subject to any and all transfer restrictions referenced on the face of the
certificates evidencing such interest or in the certificate of incorporation or
bylaws of the subject corporation, to the extent they may from time to time
exist.


                                 [Pledgor]

                                 By:______________________________

                                 Name:____________________________

                                 Title:___________________________ 



                                     - 21 -