<PAGE>
                                                                    EXHIBIT 10.9
                             PIONEER COMPANIES, INC.
                      DISCRETIONARY SEVERANCE BENEFIT PLAN
                     (As Established Effective May 1, 2003)

      1. Plan. Pioneer Companies, Inc., a Delaware corporation (the "Company")
hereby establishes the Pioneer Companies, Inc. Discretionary Severance Benefit
Plan (the "Plan"), for the benefit of its eligible employees as follows:

      2. Purpose. The purpose of the Plan is to provide financial security to
employees who are terminated by the Company for reasons other than for cause and
to provide specified benefit coverage to those employees.

      3. Definitions. For the purposes of this Plan, the following terms shall
have the meanings indicated:

            "Affiliated Company" shall have the same meaning under this Plan as
      such term is defined under the Pioneer Americas L.L.C. Savings Investment
      Plan as defined as of May 1, 2003.

            "Base Pay" means the Participant's annual base pay and does not
      include bonus, equity grants, premium pay, shift differential, incentive
      pay, overtime or any other additive to base pay under any program or plan.

            "Cause" shall mean termination from employment due to unacceptable
      performance, misconduct, dishonesty, or any other violation of the
      policies of the Company or law.

            "Credited Service" under this Plan is the Recognized Credited
      Service or the credited service recognized under the Participant's pension
      plan, whichever results in the greater benefit to the Participant.
      "Recognized Credited Service" means the number of years of service based
      on the Participant's hire date that is specifically recognized and
      maintained by the Human Resources Department for the purpose of
      calculating severance benefits (regardless of the number of years of
      service that may be recognized for other purposes, such as vacation
      benefits) and that arises in connection with a Participant's employment by
      companies affiliated with or formerly affiliated with the Company or
      companies that are merged with or acquired by the Company or by a wholly
      owned subsidiary of the Company and where provisions of the original
      related merger or acquisition agreement specifically address service dates
      for purposes of severance calculation.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
      as amended, including all regulations promulgated pursuant thereto.

            "Executive" means employees who have been designated vice presidents
      of the Company.

                                      -1-
<PAGE>
            "Key Manager" means managers who have been so designated by the Plan
      Administrator.

            "Participant" means any person who is employed as a full-time,
      permanent salaried employee of any Affiliated Company on a United States
      based payroll, any person who is hired on or after July 1, 2002 and is
      employed as a full-time, permanent salaried employee of any Affiliated
      Company on a Canadian based payroll, all employees of the St. Gabriel
      plant, or other employees who are members of a collective bargaining unit
      if this Plan has been negotiated as part of their collective bargaining
      agreement; provided, however, such term shall not include any person (a)
      who is treated by an Affiliated Company as a "leased employee" (even if
      such person is subsequently determined to be a common law employee), (b)
      who is a member of a collective bargaining unit where severance benefits
      are not required by the collective bargaining agreement, (c) whose work
      week is regularly scheduled to be less than 32 hours per week, (d) whose
      position normally requires less than five months of employment in a
      calendar year, (e) who is employed for a temporary period, (f) who is
      treated by an Affiliated Company as an independent contractor (even if
      such person is subsequently determined to be a common law employee), (g)
      who is on a leave of absence, or (h) who is receiving benefits under an
      Affiliated Company's Long Term Disability Plan.

            "Plan Administrator" means the person designated to administer the
      Plan pursuant to Section 5.

            "Severance Pay Period" means the period of time a Participant is
      eligible to receive severance benefits as described in Section 4.

            "Termination Date" means the date, on or after the date this Plan
      becomes effective, on which the Participant's employment with an
      Affiliated Company is terminated.

            "Waiver and Release" means the legal document in which a
      Participant, in exchange for benefits under the Plan, releases the
      Company, its directors, officers, employees and agents, its employee
      benefit plans and the fiduciaries and agents of said plans, among other
      things, from liability and damages in any way related to the Participant's
      employment with or separation from the Company, substantially similar to
      the form attached as Appendix A with such changes to the form as may be
      determined or required by the Plan Administrator in its sole discretion.

            "Waiver Revocation Period" means a period of seven days following
      the date on which a Participant properly executes a Waiver and Release.

      4. Benefits.

            (a) Eligibility for Benefits. Subject to the terms and conditions
      set forth in this Plan, a Participant will be eligible to receive the
      severance benefits under this Plan if:

                  (i) on or following the Participant's Termination Date if (a)
            the Plan Administrator, determines, in its sole discretion, that the
            Participant is entitled to benefits under this Plan, or (b) the
            Participant's employment is terminated by an

                                      -2-
<PAGE>
            Affiliated Company, on or after July 1, 2002 and before the
            termination of this Plan pursuant to Section 8 due to (i) the
            elimination of the Participant's job or position, (ii) a reduction
            in force or (iii) for any reason other than those reasons set forth
            in the immediately succeeding paragraph.

            Notwithstanding the foregoing or any other provision in this Plan to
            the contrary, this Plan and its benefits shall not be available and
            shall not apply to any Participant who (i) is terminated from
            employment for Cause, (ii) is reclassified or has his or her job
            altered as required by law or as a result of a disability of the
            Participant, (iii) is promoted or demoted, (iv) is offered a
            comparable position by an Affiliated Company, (v) is offered a
            comparable position by a joint venture that is partially owned by an
            Affiliated Company, (vi) is offered a comparable position by an
            entity to which a portion of the Company's properties, assets,
            functions, departments, facilities or geographical operations are
            out-sourced whether such out-sourced company is partially owned or
            unaffiliated, (vii) is offered a comparable position by an entity to
            which a portion of the Company's properties, assets, facilities,
            plants, operations or geographical areas are sold or transferred,
            (viii) is eligible for severance or change of control benefits under
            any other severance or change of control plan of an Affiliated
            Company, (ix) is covered by a written employment agreement, or (x)
            voluntarily resigns or retires.

                  (ii) the Participant executes and returns to the Company the
            necessary Waiver and Release within the consideration period
            permitted by the Older Workers Benefit Protection Act (45 days for a
            group termination or 21 days for a single termination) following
            notice of eligibility under the Plan and the Participant does not
            revoke such Waiver and Release during the Waiver Revocation Period.

            (b) Severance Benefits. The Plan Administrator will determine the
      benefits an eligible Participant, pursuant to Section 4(a), will receive
      provided that the following benefits serve as a reference for the benefit
      determination and that no Participant receive more than:

                  (i) A severance benefit equal to one week of the Participant's
            Base Pay times the Participant's number of years of Credited Service
            (for the purpose of this calculation, any fractional year of
            Credited Service is rounded up to the next full year). A
            Participant's Severance Pay Period will, at a minimum, extend for
            two weeks and may not exceed a maximum of six months. Designated Key
            Managers will be eligible for six months and designated Executives
            will be eligible for one year. The total severance pay as determined
            above will be divided equally among the payroll periods in the
            Participant's Severance Pay Period and paid on the normal payroll
            schedule.

                  (ii) Medical and dental coverage under COBRA at the same rates
            the Participant currently pays as an active employee. The Company
            will pay the difference between the COBRA rates and the
            Participant's current premium. If the Participant becomes eligible
            for health care coverage under another plan, the Company's medical
            and dental coverage will become secondary to the other plan's
            coverage. At the end of the Severance Pay Period, the Participant
            may

                                      -3-
<PAGE>
            elect to continue his or her health care coverage at the COBRA rate
            at the Participant's own expense (with no Company contribution) for
            the remainder, if any, of the 18-month COBRA period.

                  (iii) Continued coverage under the basic and supplemental life
            insurance policy through the Severance Pay Period.

                  (iv) All other benefits will terminate on the last day of
            active employment, including, but not limited to the Participant's
            participation in the Company's Savings Investment Plan and the
            Company's Defined Contribution Pension Plan.

            Notwithstanding the foregoing, if a Participant has previously
            received severance benefits under an Affiliated Company's severance
            plan that was based on the Participant's years of service, the
            Participant shall have his or her years of Credited Service under
            this Plan reduced by the number of years of service considered for
            purposes of determining the amount of the prior severance benefits;
            provided, further, that any payments made to a Participant by an
            Affiliated Company related to actual or potential liability under
            the Worker Adjustment and Retraining Notification Act shall reduce
            (offset) the amount of the above cash severance payment otherwise
            payable to the Participant under this Plan, except to the extent
            such offset is waived by the Plan Administrator, in his or her sole
            discretion; and, provided, further, if a Participant is employed
            outside the United States and is entitled under the laws of such
            foreign jurisdiction to receive a severance or termination benefit,
            or similar payment, from an Affiliated Company upon termination of
            his or her employment, then such Participant's benefit under this
            subsection (b) shall be reduced by the amount of such foreign
            jurisdiction severance termination benefit and the excess, if any,
            of the amount determined pursuant to this subsection (b) shall be
            the benefit under this Plan.

            (c) Time of Payment. A Participant's benefits shall commence as soon
      as reasonably practicable following the date the Participant is determined
      to be eligible for such benefits, provided that the payments do not
      commence before the Participant has received, if any, vacation pay and/or
      notice pay due and, in any event, not before the end of the Waiver
      Revocation Period.

            (d) Employee Conduct. During the Severance Pay Period, every
      Participant shall be available to answer questions and provide assistance
      to the Company's personnel as requested. Failure to respond appropriately
      to such requests or other conduct adverse to the Company's interests will
      be cause to discontinue the payment and availability of benefits described
      in Section 4(b).

            (e) Lump-Sum Payment. The Company may require the Participant, at
      any time, to receive a lump-sum payment of the remaining balance of the
      Participant's severance benefit, as described is Section 4(b). If the
      Company makes an election pursuant to this subsection (e), the Severance
      Pay Period will be deemed to have terminated. If the Participant elects to
      continue health care coverage as provided in Section 4(b)(ii), the full
      COBRA rate will be the Participant's responsibility. Thus, the lump-sum
      payment shall not include the required premium at COBRA rates for the
      remainder, if any, of the 18-

                                      -4-
<PAGE>
      month COBRA period following the termination of the Severance Pay Period
      for Participants who elect such coverage.

            (f) Death. If the Participant dies during the Severance Pay Period,
      the Company shall cease all benefits under the Plan without regard to
      whether Participant received the amount as calculated in Section 4(b).

            (g) Adjustments. Notwithstanding any other provisions of this Plan,
      the Plan Administrator has the right in his or her sole discretion to
      provide or modify, on an individual or group basis, any severance benefits
      described in Section 4(b) with respect to a Participant who otherwise
      would be eligible for benefits under Section 4(a).

      5. Administration.

            (a) Plan Administrator. The Company's Vice President of Human
      Resources or his or her duly authorized designate shall be the Plan
      Administrator of this Plan and have the duties and authority stated in
      this Section 5.

            (b) Duties. The Plan Administrator shall perform all such duties as
      are necessary to supervise the administration of the Plan and to control
      its operation in accordance with the terms thereof, including, but not
      limited to, the following:

                  (i) make and enforce such rules and regulations as the Plan
            Administrator shall deem necessary or proper for the efficient
            administration of the Plan;

                  (ii) interpret the provisions of the Plan and determine any
            questions arising under the Plan, or concerning the administration
            or operation thereof;

                  (iii) determine all considerations affecting the eligibility
            of any employee to be or become a Participant;

                  (iv) determine eligibility for and entitlement to benefits;

                  (v) determine the amount and nature of benefits for any
            Participant;

                  (vi) authorize and direct all disbursements of benefits under
            the Plan;

                  (vii) employ and engage such persons, counsel and agents and
            obtain such administrative, clerical, medical, legal, audit and
            actuarial services as the Plan Administrator may deem necessary in
            carrying out the provisions of the Plan; and

                  (viii) delegate and allocate, in writing, specific
            responsibilities, obligations and duties imposed by the Plan, to one
            or more employees, officers or such other persons as the Plan
            Administrator deems appropriate.

                  The Plan Administrator shall have all powers necessary or
            appropriate to carry out his or her duties, including the
            discretionary authority to determine eligibility or/and entitlement
            to benefits and the authority to interpret the

                                      -5-
<PAGE>
            provisions of the Plan and to determine the facts and circumstances
            of claims for benefits. Any action by the Plan Administrator with
            respect to the Plan (including, without limitation, the Plan
            Administrator's interpretation or administration of the Plan) shall
            be conclusive and binding upon any and all persons affected hereby,
            subject to the exclusive appeal procedure set forth in Section 6.

            Notwithstanding anything else to the contrary, benefits under this
            Plan will be paid only if the Plan Administrator decides in his
            discretion that the Participant is entitled to them.

            (c) Forms. All forms and other communications from any Participant
      or other person to the Plan Administrator required or permitted under the
      Plan shall be in the form prescribed from time to time by the Plan
      Administrator, and shall be mailed first-class mail or delivered to the
      location specified by the Plan Administrator. Each Participant shall
      furnish such pertinent information as the Plan Administrator may specify.

            (d) Examination of Documents. The Plan Administrator shall make
      available to each Participant this Plan document, including any
      Appendices, for examination at reasonable times during normal business
      hours.

            (e) Reports. The Plan Administrator shall file or cause to be filed
      all annual reports, returns, and financial and other statements required
      by any federal or state statute, agency or authority within the time
      prescribed by law or regulation for filing said documents; and to furnish
      such reports, statements or other documents to such Participants as
      required by federal or state statute or regulation, within the time
      prescribed for furnishing such documents.

      6. Claims Procedure. An initial claim for benefit payment shall be
considered filed when a written request is received by the Plan Administrator or
his or her duly authorized designate (the "Claims Administrator"). Any
Participant or authorized representative of such Participant (for purposes of
this Section 6, referred to as "Claimant") shall submit an application for Plan
benefits to the Claims Administrator in writing. Such application shall set
forth the nature of the claim and such other information as the Claims
Administrator may request. The Plan Administrator shall establish administrative
procedures and safeguards, to ensure that claims determinations are made in
accordance with the Plan and have been applied consistently for similarly
situated Claimants. No action at law or in equity may be brought to recover
benefits under this Plan prior to the date the Claimant has exhausted the
administrative process of appeal available under the Plan. Claims shall be
approved or denied in accordance with the terms of the Plan and the following
claims procedures:

            (a) Calculating Time Periods. The period of time within which a
      benefit determination is required to be made on a claim or an appeal shall
      begin at the time the claim or appeal is filed in accordance with the Plan
      procedures, without regard to whether all the information necessary to
      make a benefit determination accompanies the filing. In the event that a
      period of time is extended as permitted pursuant to Section 6(b) or 6(d)
      due to the failure of a Claimant to submit information necessary to decide
      the claim or appeal, the period for making the benefit determination shall
      be tolled from the date on

                                      -6-
<PAGE>


      which the notification of the extension is sent to the Claimant until the
      date on which the Claimant responds to the request for additional
      information.

            (b) Notice of Denial. Any time a claim for benefits is wholly or
      partially denied, the Claimant shall be given written notice of such
      action within ninety (90) days after the claim is filed, unless the Claims
      Administrator determines that special circumstances require an extension
      of time for processing. If there is an extension, the Claimant shall be
      notified of the extension and the special circumstances requiring the
      extension within the initial ninety (90) day period. The extension shall
      not exceed one hundred eighty (180) days after the claim was originally
      filed.

      The denial notice shall be written in a manner calculated to be understood
      by the Claimant and shall set forth (i) the specific reason(s) for denial,
      (ii) references to the specific provisions of the Plan on which the denial
      is based, (iii) a description of the claims appeal procedure set forth
      herein (including applicable time limits), (iv) a description of any
      additional material or information necessary to perfect the claim and an
      explanation of why such material or information is necessary, and (v) a
      statement of the Claimant's right to bring a civil action under Section
      502(a) of ERISA following an adverse benefit determination on appeal.

            (c) Right to Appeal. Any Claimant who has had a claim for benefits
      denied by the Claims Administrator, shall have the right to request review
      by the Plan Administrator. Such request must be in writing, and must be
      made within sixty (60) days after the Claimant receives notice of the
      claim denial. If written request for review is not made within such sixty
      (60) day period, the Claimant shall forfeit his or her right to review, as
      well as the right to challenge the determination in court. The Claimant
      shall be provided the opportunity to submit written comments, documents,
      records and other information relating to the claim for benefits. The
      Claimant shall be provided, upon request and free of charge, reasonable
      access to, and copies of, all documents, records, and other information
      relevant to the Claimant's claim for benefits. This includes any item that
      (i) was relied on in making the benefit determination; (ii) was submitted,
      considered or generated in the course of making the benefit determination,
      regardless of whether it was relied on; or (iii) demonstrates compliance
      with administrative processes and safeguards designed to ensure benefit
      determinations are appropriately made in accordance with Plan documents.

            (d) Review of Claim. Upon receiving a request to review a claim
      (sometimes referred to as an "appeal"), the Plan Administrator shall
      review the claim. The review shall take into account all comments,
      documents, records, and other information submitted by the Claimant
      relating to the claim, without regard to whether such information was
      submitted or considered in the initial benefit determination.

      The Plan Administrator shall provide the Claimant a written decision
      reaffirming, modifying or setting aside the claim denial within sixty (60)
      days after receipt of the written request for review (provided that this
      initial sixty (60) day period may be extended by up to an additional sixty
      (60) days if the Plan Administrator determines that special circumstances
      require an extension). The Claimant shall be notified in writing of any
      such extension within the initial sixty (60) days following the Plan
      Administrator's receipt of the request for review. The extension notice
      will indicate the special

                                      -7-
<PAGE>
      circumstances requiring the extension and the date by which the Plan
      Administrator expects to make the decision.

      However, if the Plan Administrator holds regularly scheduled meetings at
      least quarterly, this paragraph shall apply and the preceding paragraph
      shall not apply. The Plan Administrator shall make a benefit determination
      no later than the date of the meeting of the Plan Administrator that
      immediately follows the Plan Administrator's receipt of the request for
      review, unless the request for review is filed within 30 days preceding
      the date of such meeting. In such case, a benefit determination shall be
      made by no later than the date of the second meeting following the Plan
      Administrator's receipt of the request for review. If special
      circumstances require a further extension of time for processing, a
      benefit determination shall be rendered not later than the third meeting
      of the Plan Administrator following the Plan Administrator's receipt of
      the request for review. If such an extension of time for review is
      required because of special circumstances, the Plan Administrator shall
      provide the Claimant with written notice of the extension, describing the
      special circumstances and the date as of which the benefit determination
      will be made, prior to the commencement of the extension. The Plan
      Administrator shall notify the Claimant of the benefit determination as
      soon as possible, but not later than 5 days after the benefit
      determination is made.

      A decision denying a claim on appeal shall be written in a manner
      calculated to be understood by the Claimant and shall set forth (i) the
      specific reason(s) for the denial, (ii) references to the specific Plan
      provisions on which the denial is based, (iii) a statement that the
      Claimant is entitled to receive, upon request and free of charge,
      reasonable access to, and copies of, all documents, records, and other
      information relevant to the Claimant's claim for benefits, (iv) a
      statement describing any voluntary appeal procedures offered by the Plan
      and the Claimant's right to obtain the information about such procedures,
      and (v) a statement of the Claimant's right to bring an action under
      section 502(a) of ERISA.

      The decision of the Plan Administrator on appeal shall be final and
      binding upon the Claimant and the Plan Administrator and all other persons
      involved.

      7. Expenses. The Company shall pay all expenses that are necessary to
operate and administer the Plan.

      8. Amendment, Termination and Reservation.

            (a) Amendments and Termination. The Company (by action of (a) its
      Board of Directors or (b) the Plan Administrator) reserves the right at
      any time, and from time to time, to amend any or all of the provisions of
      the Plan or terminate the Plan, in whole or in part, for any reason and
      without the consent of any person, provided that any benefits to which any
      Participant has become entitled by execution of and not revoking a
      properly presented and approved Waiver and Release on or before the
      effective date of such amendment or termination shall not be adversely
      affected without the written consent of the affected Participant. Any
      amendment, including an amendment terminating the Plan, shall be executed
      by an appropriate officer of the Company in writing. Nothing in this Plan
      shall be construed to require continuation of this Plan with respect to
      existing or future Participants. If this Plan is altered, amended,
      suspended or changed at any time

                                      -8-
<PAGE>
      and from time to time advance notice will be communicated to all impacted
      employees prior to the effective date of the change(s).

            (b) Reservation of Rights. Notwithstanding any other provision of
      this Plan the Company reserves the rights to make alternative or
      additional severance benefits available to individuals in addition to or
      outside of the coverage of this Plan.

      9. General Provisions.

            (a) Plan Document. This Plan, including any attached Amendments and
      Appendices that are incorporated herein by reference, sets forth the
      provisions of the Plan.

            (b) Limitations on Assignments and Transfers. Benefits under the
      Plan may not be assigned, sold, transferred, or encumbered, and any
      attempt to do so shall be void. The interest of a Participant in benefits
      under the Plan shall not be subject to his or her debts or liabilities of
      any kind and shall not be subject to attachment, garnishment or other
      legal process. The benefits under this Plan are personal in nature to the
      Plan Participant and are not heritable and not subject to laws of devise
      or descent.

            (c) No Additional Rights. No person shall have any rights under the
      Plan, except as, and only to the extent, expressly provided for in the
      Plan. Neither the establishment or amendment of the Plan or the creation
      of any fund or account, nor the payment of benefits, nor any action of the
      Company, any Affiliated Company or the Plan Administrator shall be held or
      construed to confer upon any person any right to be continued as an
      employee, or, upon dismissal, any right or interest in any account or fund
      other than as herein provided. The Company and Affiliated Companies
      expressly reserve the right to discharge any employee at any time with or
      without cause and with or without previous notice and without liability
      except as set out in the Plan.

            (d) Representations. The Company does not represent or guarantee
      that any particular federal or state income, payroll, personal property,
      Social Security or other tax consequences will result from participation
      in this Plan. A Participant should consult with his or her own
      professional tax advisors to determine the tax consequences of
      participation. This Plan (and any amendments) sets forth the full
      declaration of the Company and Plan Participants should not rely on any
      other document as to any rights under this Plan.

            (e) Notice. All notices, statements, reports and other
      communications from the Company to any employee or other person required
      or permitted under the Plan shall be deemed to have been duly given when
      delivered to, or when mailed by first-class mail, postage prepaid and
      addressed to, such employee, or other person at the address last appearing
      on the Company's records.

            (f) Severability. The Plan shall be read in its entirety and not
      severed except as provided in this section. If any provision of this Plan
      is held illegal or invalid for any reason, such determination shall not
      affect the remaining provisions of this Plan, which shall be construed as
      if the illegal or invalid provision had never been included.

                                      -9-
<PAGE>
            (g) Governing Law. This Plan shall be construed in accordance with
      applicable federal law and the venue for resolution of any dispute will be
      in the City of Houston, Harris County, Texas.

            (h) Tax Withholding Requirements. Any payment made under the Plan
      shall be subject to any applicable state, local and Federal tax
      withholding requirements.

            (i) Plan Year. The accounting period for the Plan shall be the
      calendar year.

            (j) Facility of Payment. In the event any benefit under this Plan
      shall be payable to a person who is under legal disability or is in any
      way incapacitated so as to be unable to manage his or her financial
      affairs, the Plan Administrator may direct payment of such benefit to a
      duly appointed guardian, committee or other legal representative of such
      person, or in the absence of a guardian or legal representative, to a
      custodian for such person under a Uniform Gifts to Minors Act or to any
      relative of such person by blood or marriage, for such person's benefit.
      Any payment made in good faith pursuant to this provision shall fully
      discharge the Company and the Plan of any liability to the extent of such
      payment.

            (k) Payment Errors. In the event an incorrect amount is paid to or
      on behalf of a Participant, any remaining payments will be adjusted to
      correct the error. The Plan Administrator may take such other action it
      deems equitable to correct any such error, including recovering any
      overpayment.

            (l) Unfunded Obligation. The benefits described in Section 4 shall
      be paid or provided solely from the general assets of the Company or
      Affiliated Company that employed the Participant.

            (m) Prior Severance Arrangements Superceded. The Plan represents an
      amendment and restatement of all prior severance plans, practices, or
      policies in effect at the Company or any Affiliated Company as of the
      effective date hereof with respect to Participants of this Plan, and
      supersedes any and all prior severance plans, practices and policies
      including any severance plans, practices or policies formerly maintained
      by the Company or any Affiliated Company on behalf of eligible employees,
      but only insofar as to such employees qualifies as Participants under this
      Plan. All prior severance plans, practices and policies with respect to
      Participants of this Plan are hereby discontinued and terminated.


            IN WITNESS WHEREOF, the Company has executed this Plan this ____ day
of ___________________, 2003, but effective as of May 1, 2003.

                                      -10-
<PAGE>
                                        PIONEER COMPANIES, INC.

                                        By
                                           -------------------------------------
                                           MICHAEL Y. MCGOVERN
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER

ATTEST:

----------------------------------








                                      -11-
<PAGE>
                                    EXHIBIT A

                             PIONEER COMPANIES, INC.
                      DISCRETIONARY SEVERANCE BENEFIT PLAN
                               WAIVER AND RELEASE

         By notice letter to me (the "Notice Letter"), Pioneer Companies, Inc.
notified me of the termination of my employment and offered to pay me Severance
Benefits under the Pioneer Companies, Inc. Discretionary Severance Benefit Plan
(the "Plan") in exchange for my agreement to waive all of my claims against and
release Pioneer Companies, Inc. and its predecessors, successors and assigns
(collectively referred to as the "Company"), all of the affiliates (including
all wholly or partially owned subsidiaries) of the Company (collectively
referred to as the "Affiliates") and the Company's and Affiliates' directors and
officers, employees and agents, insurers, employee benefit plans and the
fiduciaries and agents of said plans (collectively, with the Company and
Affiliates, referred to as the "Corporate Group") from any and all claims,
demands, actions, liabilities and damages arising out of or relating in any way
to my employment with or separation from the Company or the Affiliates. I have
read both the Notice Letter and the Plan, and they are incorporated herein by
reference. [I WAS ADVISED IN THE PLAN AS TO THE CLASS, ORGANIZATIONAL UNIT OR
GROUP OF INDIVIDUALS COVERED BY THE PLAN, THE ELIGIBILITY FACTORS FOR THE PLAN
AND THE TIME LIMITS APPLICABLE TO THE PLAN. I HAVE RECEIVED A LIST OF THE JOB
TITLES AND THE AGES OF ALL EMPLOYEES ELIGIBLE OR SELECTED FOR THE PLAN AND A
LIST OF THE AGES AND JOB TITLES OF EMPLOYEES IN THE SAME JOB CLASSIFICATION OR
ORGANIZATIONAL UNIT WHO ARE NOT SELECTED FOR THE PLAN.] All payments under the
Plan are voluntary on the part of the Company and are not required by any legal
obligation other than the Plan itself. I choose to accept this offer.

         [I UNDERSTAND THAT SIGNING THIS WAIVER AND RELEASE IS AN IMPORTANT
LEGAL ACT. I ACKNOWLEDGE THAT THE COMPANY HAS ADVISED ME IN WRITING TO CONSULT
AN ATTORNEY BEFORE SIGNING THIS WAIVER AND RELEASE. I UNDERSTAND THAT, IN ORDER
TO BE ELIGIBLE FOR SEVERANCE BENEFITS UNDER THE PLAN, I MUST SIGN (AND RETURN TO
THE DESIGNATED MANAGEMENT REPRESENTATIVE AT THE COMPANY) THIS WAIVER AND RELEASE
BY 5:30 P.M. NO LATER THAN [DATE], MY TERMINATION DATE. I ACKNOWLEDGE THAT I
HAVE BEEN GIVEN AT LEAST 45 DAYS TO CONSIDER WHETHER TO PARTICIPATE IN THE PLAN
AND WHETHER TO EXECUTE THIS WAIVER AND RELEASE.]

         [I UNDERSTAND THAT SIGNING THIS WAIVER AND RELEASE IS AN IMPORTANT
LEGAL ACT. I ACKNOWLEDGE THAT THE COMPANY HAS ADVISED ME IN WRITING TO CONSULT
AN ATTORNEY BEFORE SIGNING THIS WAIVER AND RELEASE. I UNDERSTAND THAT, IN ORDER
TO BE ELIGIBLE FOR SEVERANCE BENEFITS UNDER THE PLAN, I MUST SIGN (AND RETURN TO
THE DESIGNATED MANAGEMENT REPRESENTATIVE AT THE COMPANY) THIS WAIVER AND RELEASE
BY 5:30 P.M. NO LATER THAN [DATE], MY TERMINATION DATE. I ACKNOWLEDGE THAT I
HAVE BEEN GIVEN AT LEAST 21 DAYS TO CONSIDER WHETHER TO PARTICIPATE IN THE PLAN
AND WHETHER TO EXECUTE THIS WAIVER AND RELEASE.]

         In exchange for the payment to me of Severance Benefits pursuant to the
Plan, which is in addition to any remuneration or benefits to which I am already
entitled, (1) I agree not to sue in any local, state and/or federal court
regarding or relating in any way to my employment with or separation from the
Company or the Affiliates, and (2) I knowingly and voluntarily waive all claims
and release the Corporate Group from any and all claims, demands,

                                      -12-
<PAGE>
actions, liabilities, and damages, whether known or unknown, arising out of or
relating in any way to my employment with or separation from the Company or the
Affiliates, except to the extent that my rights are vested under the terms of
employee benefit plans sponsored by the Company or the Affiliates and except
with respect to such rights or claims as may arise after the date this Waiver
and Release is executed. Further, I knowingly and voluntarily waive my seniority
rights and any rights I may have under a collective bargaining agreement with
the Company or the Affiliates. This Waiver and Release includes, but is not
limited to, claims and causes of action under: Title VII of the Civil Rights Act
of 1964, as amended ("Title VII"); the Age Discrimination in Employment Act of
1967, as amended, including the Older Workers Benefit Protection Act of 1990
("ADEA"); the Civil Rights Act of 1866, as amended; the Civil Rights Act of
1991; the Americans with Disabilities Act of 1990 ("ADA"); the Workers
Adjustment and Retraining Notification Act of 1988; the Pregnancy Discrimination
Act of 1978; the Employee Retirement Income Security Act of 1974, as amended;
the Family and Medical Leave Act of 1993; the Fair Labor Standards Act; the
Occupational Safety and Health Act; the Sarbanes-Oxley Act of 2002; the Texas
Labor Code Section 21.001 et. seq.; the Texas Labor Code; claims in connection
with workers' compensation or "whistle blower" statutes; and/or contract, tort,
defamation, slander, wrongful termination or any other state or federal
regulatory, statutory or common law. Further, I expressly represent that no
promise or agreement which is not expressed in the Plan or this Waiver and
Release has been made to me in executing this Waiver and Release, and that I am
relying on my own judgment in executing this Waiver and Release, and that I am
not relying on any statement or representation of the Company, any of the
Affiliates or any member of the Corporate Group or any of their agents. I agree
that this Waiver and Release is valid, fair, adequate and reasonable, is with my
full knowledge and consent, was not procured through fraud, duress or mistake
and has not had the effect of misleading, misinforming or failing to inform me.

         I acknowledge that payment of Severance Benefits pursuant to the Plan
by the Company is not an admission by the Company or any other member of the
Corporate Group that they engaged in any wrongful or unlawful act or that the
Company or any member of the Corporate Group violated any federal or state law
or regulation. I acknowledge that neither the Company nor any other member of
the Corporate Group has promised me continued employment or represented to me
that I will be rehired in the future. I acknowledge that the Company and I
contemplate an unequivocal, complete and final dissolution of my employment
relationship. I acknowledge that this Waiver and Release does not create any
right on my part to be rehired by the Company or the Affiliates and I hereby
waive any right to future employment by the Company or any other member of the
Corporate Group.

         I have returned or I agree that I will return immediately, and maintain
in strictest confidence and will not use in any way, any confidential and
proprietary business information or other nonpublic information or documents
relating to the business and affairs of the Companies or the Affiliates. For the
purposes of this Waiver and Release, "confidential and proprietary business
information" shall mean any information concerning the Companies, the Affiliates
or the Corporate Group or their business which I learn or develop during my
employment and which is not generally known or available outside of the
Companies, the Affiliates or the Corporate Group. Such information, without
limitation, includes information, written or otherwise, regarding the
Companies', the Affiliates' or the Corporate Group's earnings, expenses,
material sources, equipment sources, customers and prospective customers,
business plans, strategies, practices and procedures, prospective and executed
contracts and other

                                      -13-
<PAGE>
business arrangements. I acknowledge and agree that all records, papers,
reports, computer programs, strategies, documents (including, without
limitation, memoranda, notes, files and correspondence), opinions, evaluations,
inventions, ideas, technical data, products, services, processes, procedures,
and interpretations that are or have been produced by me or any employee,
officer, director, agent, contractor, or representative of the Companies or the
Affiliates related to the Companies or the Affiliates, whether provided in
written or printed form, or orally, all comprise confidential and proprietary
business information. I understand and agree that in the event of any breach of
this provision, or threatened breach, by me, the Companies and the Affiliates
may, in their discretion, discontinue any or all payments provided for in the
Plan and recover any and all payments already made and the Companies and the
Affiliates shall be entitled to apply to a court of competent jurisdiction for
such relief by way of specific performance, restraining order, injunction or
otherwise as may be appropriate to ensure compliance with this provision. Should
I be contacted or served with legal process seeking to compel me to disclose any
such information, I agree to notify the General Counsel immediately, in order
that the Companies or the Affiliates may seek to resist such process if they so
choose. If I am called upon to serve as a witness or consultant in or with
respect to any potential litigation, litigation, or regulatory proceeding, I
agree to cooperate with the Companies and the Affiliates to the full extent
permitted by law, and the Companies and the Affiliates agree that any such call
shall be with reasonable notice, shall not unnecessarily interfere with my later
employment, and shall provide for payment for my time and costs expended in such
matters.

         Should any of the provisions set forth in this Waiver and Release be
determined to be invalid by a court, agency or other tribunal of competent
jurisdiction, it is agreed that such determination shall not affect the
enforceability of other provisions of this Waiver and Release. I acknowledge
that this Waiver and Release, the Notice Letter and the Plan set forth the
entire understanding and agreement between me and the Company or any other
member of the Corporate Group concerning the subject matter of this Waiver and
Release and supersede any prior or contemporaneous oral and/or written
agreements or representations, if any, between me and the Company or any other
member of the Corporate Group. I understand that for a period of 7 calendar days
following the date I sign this Waiver and Release, I may revoke my acceptance of
the offer by delivering a written statement to the Company by hand or by
registered-mail, in which case the Waiver and Release will not become effective.
In the event I revoke my acceptance of this offer, the Company shall have no
obligation to provide me Severance Benefits under the Plan. I understand that
failure to revoke my acceptance of the offer within 7 calendar days from the
date I sign this Waiver and Release will result in this Waiver and Release being
permanent and irrevocable.

         I acknowledge that I have read this Waiver and Release, have had an
opportunity to ask questions and have it explained to me and that I understand
that this Waiver and Release will have the effect of knowingly and voluntarily
waiving any and all actions I might pursue, including breach of contract,
personal injury, retaliation, discrimination on the basis of race, age, sex,
national origin, or disability and any other claims arising prior to the date of
this Waiver and Release. By execution of this document, I do not waive or
release or otherwise relinquish any legal rights I may have which are
attributable to or arise out of acts, omissions, or events of the Company or any
other member of the Corporate Group which occur after the date of the execution
of this Waiver and Release.

                                      -14-

<PAGE>
-----------------------------------          -----------------------------------
Employee's Printed Name                      Company Representative


-----------------------------------          -----------------------------------
Employee's Signature                         Company's Execution Date


-----------------------------------          -----------------------------------
Employee's Signature Date                    Employee's Social Security Number




                                      -15-