KEY EXECUTIVE SEVERANCE AGREEMENT

           This Key Executive  Severance  Agreement (the "Agreement") is entered
  into this 10th day of July,  1990, by and between  Blessings  Corporation (the
  "Company") and James P. Luke ("Key Executive").
           WITNESSETH:  WHEREAS,  the Board of  Directors  of the  Company  (the
  "Board")  considers it essential to the best interests of the  shareholders of
  Company to foster the  continued  employment  of the Key Executive and in this
  connection the Board  recognizes  that the  possibility of a change in control
  exists and that such  possibility  and the  uncertainty and questions which it
  necessarily raises may result in the departure or distraction of Key Executive
  to the detriment of the Company and its  shareholders  in this period when Key
  Executive's  undivided  attention and  commitment to the best interests of the
  Company and its shareholders is particularly important; and
           WHEREAS,  the Board has  determined  that it is essential  and in the
  best interests of the Company and its  shareholders  to retain the services of
  Key  Executive  in the event of a  possibility  of a change in control  and to
  insure Key Executive's  continued dedication and efforts in such event without
  undue  concern on the part of Key  Executive  for his personal  financial  and
  employment security.
           NOW,  THEREFORE,  in order  to  fulfill  the  above  purposes  and in
  consideration of the engagements to be performed by each of the parties hereto
  it is agreed as follows:

  KEY EXECUTIVE SEVERANCE AGREEMENT                       Page -1-






                                   ARTICLE ONE
                                   Definitions

     As used in this  Agreement,  the following words and phrases shall have the
following respective meanings unless the context clearly indicates otherwise.

     1.1 Agreement.  This Key Executive Severance Agreement.

     1.2 Company.  Blessings Corporation.

     1.1 Board.  The Board of Directors of Blessings Corporation.

     1.4 W-D.  Williamson-Dickie  Manufacturing Company, any of its wholly owned
subsidiaries, any shareholders of Williamson-Dickie Manufacturing Company or any
Trust established by any shareholder of Williamson-Dickie Manufacturing Company.
        1.5       Key Executive.  James P. Luke.

        1.6 Total Compensation.  The amount Key Executive is entitled to receive
as wages or salary plus amounts  which the Key  Executive is entitled to receive
under the Annual Incentive Compensation Plan on an annualized basis.

        1.7 Cause. The Company may terminate the Key Executive's  employment for
"Cause." A  termination  for Cause is a  termination  evidenced  by a resolution
adopted in good  faith by the Board that the Key  Executive  (a)  willfully  and
continually  failed to substantially  perform his duties with the Company (other
than a failure resulting from the Key Executive's  incapacity due to physical or
mental illness) which failure










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continued  for a period of at least  thirty (30) days after a written  notice of
demand for  substantial  performance  has been  delivered  to the Key  Executive
specifying  the manner in which the Key  Executive  has failed to  substantially
perform,  or  (b)  willfully  engaged  in  conduct  which  is  demonstrably  and
materially injurious to the Company, monetarily or otherwise, or (c) is found to
be  grossly  incompetent  in the  performance  of his  duties  for the  Company;
provided,  however, that no termination of the Key Executive's  employment shall
be for Cause as set forth in clause (a), (b), or (c) above until (i) there shall
have been  delivered  to the Key  Executive a copy of a written  notice  setting
forth that the Key  Executive was guilty of the conduct set forth in clause (a),
(b), or (c) and specifying the particulars  thereof in detail,  and (ii) the Key
Executive shall have been provided an opportunity to be heard by the Board (with
the assistance of the Key Executive's  counsel if the Key Executive so desires).
No act, nor failure to act, on the Key  Executive's  part,  shall be  considered
"willful,"  unless he has acted or failed to act,  with an absence of good faith
and  without a  reasonable  belief  that his action or failure to act was in the
best  interest  of the  Company.  Notwithstanding  anything  contained  in  this
Agreement  to the  contrary,  no failure to perform by the Key  Executive  after
Notice of Termination is given to the Key Executive shall constitute Cause.




KEY EXECUTIVE SEVERANCE AGREEMENT                       Page -3-


<PAGE>



1.8     Change in Control.  A "Change in Control" shall be deemed to occur:
                  (a) If W-D becomes the "beneficial  owner" (as defined in Rule
  13d-3 of the Exchange  Act),  directly or  indirectly,  of  securities  of the
  Company representing less than fifty and one-one hundredth percent (50.01%) of
  the combined voting power of the Company's then outstanding securities; or
                  (b) upon the approval by the Company's  shareholders of a sale
  or disposition of all or  substantially  all of the Company's assets or a plan
  of liquidation or dissolution of the Company.
     1.9 Good Reason.  "Good  Reason"  shall mean the  occurrence  of any of the
following  events or  conditions:  (a) a change in the Key  Executive's  status,
title,  position  or  responsibilities  (including  reporting  responsibilities)
which,  in the Key  Executive's  reasonable  judgment,  represents a substantial
reduction  of the  status,  title,  position  or  responsibilities  as in effect
immediately prior thereto;  the assignment to the Key Executive of any duties or
responsibilities   which,  in  the  Key  Executive's  reasonable  judgment,  are
inconsistent  with such  status,  title,  position or  responsibilities;  or any
removal of the Key Executive from or failure to re-appoint or reelect him to any
of such  positions,  except in connection with the termination of his employment
for  Cause,  Permanent  Disability,  as a  result  of his  death,  or by the Key
Executive other than for Good Reason; or

  KEY EXECUTIVE SEVERANCE AGREEMENT                          Page -4-



<PAGE>





                  (b) a reduction in the Key Executive's annual base salary or a
  change  in the  formula  used  in  computing  entitlements  under  his  Annual
  Incentive Compensation Plan; or
                  (c) the failure by the  Company to (i)  continue in effect any
  material benefit plan in which the Key Executive was participating at the time
  of the  Change in  Control,  including  but not  limited  to the  Supplemental
  Executive  Retirement  Plan, and the Company Pension Plan, or (ii) provide the
  Key  Executive  with  compensation  and  benefits  at least equal (in terms of
  benefit levels and/or reward  opportunities)  to those provided for under each
  employee benefit plan,  program and practice as in effect immediately prior to
  the  Change  in  Control;  provided,  however,  that the  termination  of this
  Agreement by the Company or any successor,  as defined in Article Five,  under
  the  provisions of Section 2.2 shall not  constitute  "Good Reason" under this
  Section 1.9;
     (d) any material breach by the Company of any provision of this Agreement;
  or
     (e) relocation of the Company headquarters at a  location which  is outside
a radius of sixty (60) miles from the present Company headquarters at
645 Martinsville Road, Liberty Corner, New Jersey.
     1.10 Notice of  Termination.  "Notice of  Termination"  shall mean a notice
which  indicates the specific  provisions in this  Agreement  relied upon as the
basis for any termination






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<PAGE>





  of  employment  and  shall  set  forth in  reasonable  detail  the  facts  and
  circumstances   claimed  to  provide  a  basis  for  termination  of  the  Key
  Executive's  employment  under  the  provision  so  indicated.   No  purported
  termination  of  employment   shall  be  effective   without  such  Notice  of
  Termination.
         1.11  Permanent  Disability.  A Key  Executive  shall be deemed to have
  become permanently disabled for purposes of this Agreement if the Board of the
  Company finds, upon the basis of medical evidence satisfactory to it, that the
  Key  Executive  is  totally  disabled,  whether  due  to  physical  or  mental
  condition,  so as to be prevented  from engaging in further  employment by the
  Company and that such disability  will be permanent and continuous  during the
  remainder of his life.
     1.12 Severance  Benefits.  The benefits  payable in accordance with Article
Three of this Agreement.

                                  ARTICLE TWO
                                      Term

         2.1 Term of Agreement.  This Agreement shall commence on July 10, 1990,
  and shall continue in effect through November 11, 2007.

        2.2  Termination  of Agreement.  The Company may in its sole  discretion
  terminate  this  Agreement at any time  subsequent to its effective  date upon
  written notice to Key Executive.  In such event this Agreement shall terminate
  three (3) years from



  KEY EXECUTIVE SEVERANCE AGREEMENT                           Page -6-



<PAGE>



the date of  receipt  by Key  Executive  of  notice of  termination  by the
Company; subject, however, to the provisions of 2.3 below.
     2.3 Automatic Termination. If not terminated earlier in accordance with the
provisions  of  Section  2.2  above,   this  Agreement   shall,  in  any  event,
automatically  terminate on November 11, 2007; at which time Key Executive  will
have reached age 65.

        2.4       Continuance for Payment of Severance Benefits.

Notwithstanding  any notice by the Company to terminate this  Agreement,  if Key
Executive  becomes  entitled to  Severance  Benefits as  hereinafter  set out in
Article  Three  during  the  term  of  this   Agreement,   Key  Executive  shall
nevertheless be entitled to receive all payments, if any, required to be made by
the Company or otherwise to Key Executive under this Agreement.

                                  ARTICLE THREE
                               Severance Benefits

         3.1 Right to Severance  Benefits.  Key  Executive  shall be entitled to
  receive from the Company a Severance Benefit in the amount provided in Section
  3.2 if (a) this  Agreement has not  previously  expired  under the  provisions
  contained in Section 2. above,  and (b) a Change in Control has occurred,  and
  (c) thereafter, the Key Executive's employment with the Company terminates for
  any reason, except that notwithstanding



  KEY EXECUTIVE SEVERANCE AGREEMENT                          Page -7-



<PAGE>



  the foregoing  provisions,  no benefits  under this  Agreement will be payable
  should the Key Executive's termination of employment be (i) for Cause, (ii) by
  reason of Permanent Disability,  (iii) by reason of the Key Executive's death,
  (iv) by reason of Key Executive's  resignation for other than Good Reason,  or
  (v) by reason of Key  Executive's  voluntary  retirement  for other  than Good
  Reason.
     3 . 2 Amount  of  Severance  Benefits.  If Key  Executive's  employment  is
terminated in circumstances  entitling him to a Severance Benefit as provided in
Section 3.1, then Key Executive shall be entitled to the following benefits:
                  (a) The Company shall pay to the Key  Executive,  as severance
  pay  and  in  lieu  of  any  further  salary  for  periods  subsequent  to the
  termination date (as specified in Section 4.2), an amount equal to the present
  value of the total amounts of money that would have been paid to Key Executive
  during the period beginning on the Termination Date and ending on a date three
  years  subsequent to the Termination  Date had Key Executive's  employment not
  been terminated.  For purposes of this  subparagraph (a), the total amounts of
  money that would have been paid to Key  Executive  during such period shall be
  based on an annual rate calculated as follows:

         (i) If the  Termination  Date is before November 12, 2004, on an annual
         basis equal to Key Executive's  average annual Total  Compensation  for
         the five fiscal years of the Company preceding the fiscal year in which
         the Termination Date occurs; or

     (ii) If the Termination Date is on or after November 12, 2004, on an annual
basis equal to Key

  KEY EXECUTIVE SEVERANCE AGREEMENT                        Page -8-


<PAGE>


        Executive's  average annual Total  Compensation for the two fiscal years
        of the Company  preceding the fiscal year in which the Termination  Date
        occurs.

                The  annualized  rate  determined  in (i) or (ii)  whichever  is
applicable, shall be applied to a period which is the lesser of three years from
the  Termination  Date or the entire  period  between the  Termination  Date and
November 11, 2007, and shall be prorated for any fractional year.
               The present value of the foregoing  amount shall be determined by
using a discount  rate equal to l00 percent of the  applicable  federal rate (as
defined in Section 1274(d) of the Internal  Revenue Code), as of the Termination
Date, and shall be based on the assumption that the Total  Compensation  for the
period in question  would be received by Key Executive on a monthly  basis.  Any
payment made under this  subparagraph (a) shall be subject to the limitation set
forth in  paragraph  3.3 below and shall be payable in a lump sum within  thirty
(30) days of the Termination Date.
                  (b)  for a  period  of two  (2)  years  subsequent  to the Key
Executive's termination of employment, the Company shall at its expense continue
on behalf of the Key Executive and his  dependents and  beneficiaries,  the life
insurance,  disability,  medical, dental and hospitalization benefits which were
being  provided to the Key Executive at the time of  termination  of employment.
The benefits  provided in this  Subsection  3.2(b) shall be no less favorable to
the Key Executive in terms of



KEY EXECUTIVE SEVERANCE AGREEMENT                         Page -9-


<PAGE>



     amounts and  deductibles  and costs to him, than the coverage  provided the
Key  Executive  under the plans  providing  such  benefits at the time Notice of
Termination  is given.  The Company's  obligation  hereunder with respect to the
foregoing benefits shall be limited to the extent that the Key Executive obtains
any such benefits  pursuant to a subsequent  employer's  benefit plans, in which
case the  Company  may deduct the  coverage  of any  benefits  it is required to
provide the Key  Executive  hereunder as long as the  aggregate  coverage of the
combined  benefit  plans is no less  favorable to the Key  Executive in terms of
amounts  and  deductibles  and costs to him,  than the  coverage  required to be
provided  hereunder.  This  subsection  3.2(b) shall not be interpreted so as to
limit any benefits to which the Key Executive or his  dependents may be entitled
under  any of the  Company's  employee  benefit  plans,  programs  or  practices
following  the Key  Executive's  termination  of  employment.  The  provision of
continued  benefits to the Key  Executive  under this  subsection  (b) shall not
deprive  the Key  Executive  of any  independent  statutory  right  to  continue
benefits  coverage  pursuant  to  Sections  601  through  606  of  the  Employee
Retirement Income Security Act of 1974, as amended ("ERISA");
                  (c) the Company shall obtain and transfer to the Key Executive
all right,  title and  ownership in any  automobile  then being  provided by the
Company for use by the Key Executive.




KEY EXECUTIVE SEVERANCE AGREEMENT                        Page -10-


<PAGE>



(d) the Key  Executive  shall not be  required  to  mitigate  the  amount of any
  payment  provided  for in  this  Agreement  by  seeking  other  employment  or
  otherwise  and no such payment shall be offset or reduced by the amount of any
  compensation  or benefits  provided  to the Key  Executive  in any  subsequent
  employment.
             3.3 Limitation on Severance Benefits. As it is the intention of the
  parties that the Company's payments under this Agreement to or for the benefit
  of the Key Executive  shall not  constitute  "parachute  payments"  within the
  meaning of Section 280G of the Internal  Revenue  Code,  in no event shall the
  present value of the benefits provided for in Section 3.2 (a) and (c) (and, to
  the  extent  that  they may be the type of  payment  that is to be taken  into
  consideration  in determining the amount of parachute  payments,  the benefits
  provided by Section 3.2(b)) exceed 2.99 times the Base Amount. The Base Amount
  and the present value of the benefits  shall be determined in accordance  with
  Section  280G  of the  Internal  Revenue  Code of  1986  and  the  regulations
  promulgated thereunder.

                                  ARTICLE FOUR
                            Termination of Employment

     4.1 Written  Notice  Required.  Any purported  termination  of  employment,
either by the Company or by the Key Executive,  shall be communicated by written
Notice of Termination to the other.

  KEY EXECUTIVE SEVERANCE AGREEMENT                        Page -1l-



<PAGE>



4.2  Termination  Date.  In the  case  of the  Key  Executive's  death,  the Key
  Executive's  Termination  Date shall be his date of death. In all other cases,
  the Key Executive's Termination Date shall be the date specified in the Notice
  of Termination subject to the following:
         (a) if the Key Executive's employment is terminated by the Employer for
  Cause or due to  Permanent  Disability,  the date  specified  in the Notice of
  Termination  shall be at least  thirty  (30) days from the date the  Notice of
  Termination  is  given  to the Key  Executive,  provided  that in the  case of
  Disability  the  Key  Executive  shall  not  have  returned  to the  full-time
  performance of his duties during such period of at least thirty (30) days; and
         (b) if the Key Executive terminates his employment for Good Reason, the
  date specified in the Notice of Termination  shall not be more than sixty (60)
  days from the date the Notice of Termination is given to the Company.

                                  ARTICLE FIVE
                            Successors to Corporation

        This Agreement shall bind any successor (whether direct or indirect,  by
  purchase,  merger,  consolidation or otherwise) to all or substantially all of
  the business and/or assets of the Company,  in the same manner and to the same
  extent  that the  Company  would  be  obligated  under  this  Agreement  if no
  succession had taken place. Any such successor shall be entitled to



  KEY EXECUTIVE SEVERANCE AGREEMENT                        Page -12-



<PAGE>



  exercise all of the rights of the Company under this Agreement including,  but
  not limited to, the right of the Company to terminate this Agreement  pursuant
  to the  provisions  of Section 2.2 above.  In the case of any  transaction  in
  which a successor would not by the foregoing  provision or by operation of law
  be bound by this Agreement the Company shall require such successor  expressly
  and  unconditionally to assume and agree to perform the Company's  obligations
  under  this  Agreement  in the same  manner  and to the same  extent  that the
  Company would be required to perform if no such succession had taken place.

                                   ARTICLE SIX
                                  Miscellaneous

     6.1 Amendment.  Any Amendment to this  Agreement  shall be a signed written
instrument signed by both parties to this Agreement.
        6.2 Indemnification. If the Key Executive institutes any legal action in
  seeking to obtain or enforce,  or is  required to defend in any legal  action,
  the  validity  or  enforceability  of any right or  benefit  provided  by this
  Agreement and Key Executive is the prevailing  party in any such legal action,
  the Company will pay all actual  legal fees and  expenses  incurred by the Key
  Executive.




  KEY EXECUTIVE SEVERANCE AGREEMENT                        Page -13-


<PAGE>



         6.3 Employment Status. This Agreement does not constitute a contract of
  employment or impose on the Company any obligation to retain the Key Executive
  as an employee,  to change the status of the Key Executive's  employment or to
  change any employment policies of the Company.

         6.4 Validity and Severability.  - The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or  enforceability
of any other  provision of this  Agreement  which shall remain in full force and
effect,  and any prohibition or  unenforceability  in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.
     6.5  Governing  Law.  The  validity,   interpretation,   construction   and
performance of this  Agreement  shall in all respects be governed by the laws of
the State of Delaware.
         6.6 Choice of Forum. The Key Executive shall be entitled to enforce the
  provisions  of this  Agreement or to assert any claim for  benefits  under the
  terms  of  this   Agreement  in  any  state  or  federal  court  of  competent
  jurisdiction located in the State of Delaware.








  KEY EXECUTIVE SEVERANCE AGREEMENT                            Page -14-


<PAGE>


                                            BLESSINGS CORPORATION


                                    By:     /s/ Ivan E. Becker
                                            IVAN E. BECKER
                                            President and
                                            Chief Operating Officer

                                            JAMES P. LUKE-KEY EXECUTIVE

                                            /s/ James P. Luke















KEY EXECUTIVE SEVERANCE AGREEMENT                      Page -15-


<PAGE>


                              Blessings Corporation

JOHN W. MCMACKIN
Chairman of the Board

               AMENDMENT TO THE KEY EXECUTIVE SEVERANCE AGREEMENT

                  The KEY  EXECUTIVE  SEVERANCE  AGREEMENT,  (the  "Agreement"),
           entered into on July 10, 1990, by and between BLESSINGS  CORPORATION,
           (the "Company"), and JAMES P. LUKE, (the "Key Executive"),  is hereby
           amended as follows:
     1.  Par. 1.9 (e)  is  hereby deleted  and the  following language  shall be
         deemed inserted in its place:

                 (e)    relocation  of the Company  headquarters  at a
                        location  which is  outside  a radius of sixty
                        (60)   miles   from   the   present    Company
                        headquarters at 200 Enterprise Drive,  Newport
                        News, Virginia.

     2.  In  all  other  respects,  the  Agreement  of  the  parties  is  hereby
         reaffirmed.

Dated:     April 18,1995
                                       BLESSINGS CORPORATION

                                       By: /s/ John W. McMackin
                                           JOHN W. McMACKIN, Chairman

                                           /s/ James P. Luke_____________
                                           JAMES P. LUKE
                                           Executive Vice-President
                                           Key Executive


<PAGE>

               KEY EXECUTIVE SEVERANCE AGREEMENT STOCK SUPPLEMENT


               This Key Executive  Severance  Agreement  Stock  Supplement  (the
"Supplement")  is  entered  into on this 10th day of July,  1990 by and  between
Blessings Corporation (the "Company") and James P. Luke (the "Key Executive").
                WITNESSETH:  WHEREAS, the Board of Directors of the Company (the
  "Board") has heretofore  authorized the execution of a Key Executive Severance
  Agreement  between the Company and the Key Executive  under the terms of which
  the Key Executive under certain operative circumstances may become entitled to
  severance benefits; and
                WHEREAS,  in the event that Key  Executive  becomes  entitled to
  severance  benefits under the provisions of the Severance  Agreement by reason
  of the  termination of Key Executive's  employment  prior to his attaining the
  age of 65 years  Company  desires  to the  extent  possible  to  minimize  Key
  Executive's loss of benefits under other Company plans; and
                WHEREAS,  Key  Executive's  termination  of employment  prior to
  attaining the age of 65 years could result in the  forfeiture of his rights to
  nonvested  shares of stock awarded to him pursuant to Annual  Incentive  Plans
  heretofore adopted by Company; and

                WHEREAS,  it is agreed  and  understood  by the  parties to this
  Supplement  Agreement that the supplement provided for hereunder shall only be
  payable under circumstances which would


  Key Executive Severance Agreement Stock Supplement           Page 1


<PAGE>



 cause the Severance  Agreement to become operative and severance benefits to be
  paid to Key Executive  and that the  supplement  called for in this  Agreement
  shall not be payable under any other circumstances under which Key Executive's
  employment might be terminated prior to his attaining the age of 65 years.
                NOW,  THEREFORE,  in order to fulfill the above  purposes and in
  consideration  of the  engagements  to be  performed  by each  of the  parties
  hereto, it is agreed as follows:

                                   ARTICLE ONE
                                      Term
         1.1 Term of Agreement.  This Agreement shall commence on July 10, 1990,
and shall continue in effect through November 11, 2007.
         1.2  Termination of Agreement.  The Company may in its sole  discretion
  terminate  this  Agreement at any time  subsequent to its effective  date upon
  written notice to Key Executive.  In such event this Agreement shall terminate
  three  (3)  years  from the date of  receipt  by Key  Executive  of  notice of
  termination by the Company; subject, however, to the provisions of 1.3 below.
         1.3 Automatic Termination. If not terminated earlier in accordance with
  the  provisions  of Section 1.2 above,  this  Agreement  shall,  in any event,
  automatically terminate on November 11, 2007; at which time Key Executive will
  have reached age 65.


  Key Executive Severance Agreement Stock supplement           Page 2


<PAGE>



        1.4       Continuance for Payment of Severance Benefits.
Notwithstanding  any notice by the Company to terminate this  Agreement,  if Key
Executive  becomes  entitled to  Severance  Benefits as  hereinafter  set out in
Article  Three  during  the  term  of  this   Agreement,   Key  Executive  shall
nevertheless be entitled to receive all payments, if any, required to be made by
the Company or otherwise to Key Executive under this Agreement.

                                   ARTICLE TWO
                          Accelerated vesting of Stock

             In the event  that Key  Executive  becomes  entitled  to  severance
benefits  by reason of the  termination  of his  employment  under the terms and
conditions  of that certain Key  Executive  Severance  Agreement  dated July 10,
1990, between Key Executive and Company, (the "Severance Agreement") then and in
such  event,  Key  Executive  shall be  entitled  to receive any shares of stock
awarded to him, but not yet vested and delivered, pursuant to any and all Annual
Incentive Plans  heretofore or hereafter  adopted by Company and under which Key
Executive is a Participant; provided, however, that this award of stock shall be
subject to the  overall  limit  contained  in Section  2.3 of the Key  Executive
Severance Agreement Pension and SERP Supplement, dated July 10, 1990 and entered
into by Key Executive and the Company.




Key Executive Severance Agreement Stock supplement            Page 3


<PAGE>


                                  ARTICLE THREE
                            Successors to Corporation

               This  Agreement  shall  bind any  successor  (whether  direct  or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the  business  and/or  assets of the  Company  in the same
manner and to the same  extent that the Company  would be  obligated  under this
Agreement if no succession  had taken place.  In the case of any  transaction in
which a successor would not by the foregoing provision or by operation of law be
bound by this Agreement the Company shall require such  successor  expressly and
unconditionally  to assume and agree to perform the Company's  obligations under
this  Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place.

                                  ARTICLE FOUR
                                  Miscellaneous

     4.1 Amendment.  Any Amendment to this  Agreement  shall be a signed written
instrument signed by both parties to this Agreement.
     4.2  Indemnification.  If the Key Executive  institutes any legal action in
seeking to obtain or enforce,  or is required to defend in any legal action, the
validity or  enforceability  of any right or benefit  provided by this Agreement
and Key Executive is


Key Executive Severance Agreement Stock Supplement       Page 4


<PAGE>



the prevailing  party in any such legal action,  the Company will pay all actual
legal fees and expenses incurred by the Key Executive.
  4.3  Employment  Status.  This  Agreement  does not  constitute  a contract of
  employment or impose on the Company any obligation to retain the Key Executive
  as an employee,  to change the status of the Key Executive's  employment or to
  change any employment policies of the Company.  4.4 Validity and Severability.
  The invalidity or  unenforceability  of any provision of this Agreement  shall
  not affect the  validity  or  enforceability  of any other  provision  of this
  Agreement which shall remain in full force and effect,  and any prohibition or
  unenforceability   in  any   jurisdiction   shall  not  invalidate  or  render
  unenforceable such provision in any other jurisdiction. 4.5 Governing Law. The
  validity, interpretation, construction and performance of this Agreement shall
  in all respects be governed by the laws of the State of  Delaware.  4.6 Choice
  of Forum.  The Key  Executive  shall be entitled to enforce the  provisions of
  this  Agreement  or to assert any claim for  benefits  under the terms of this
  Agreement in any state or federal court of competent  jurisdiction  located in
  the State of Delaware.




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<PAGE>


                                  BLESSINGS CORPORATION



                                  By /s/ IVAN E. BECKER

                                     IVAN E. BECKER
                                     President and
                                     Chief Operating Officer

                                     JAMES P. LUKE-KEY EXECUTIVE

                                     /s/ JAMES P. LUKE










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<PAGE>


                        KEY EXECUTIVE SEVERANCE AGREEMENT
                           PENSION AND SERP SUPPLEMENT

               This  Key  Executive   Severance   Agreement   Pension  and  SERP
Supplement (the  "Supplement") is entered into on this 10th day of July, 1990 by
and between  Blessings  Corporation  (the "Company") and James P. Luke (the "Key
Executive").
               WITNESSETH:  WHEREAS,  the Board of Directors of the Company (the
"Board") has heretofore  authorized  the execution of a Key Executive  Severance
Agreement between the Company and the Key Executive under the terms of which the
Key  Executive  under certain  operative  circumstances  may become  entitled to
severance benefits; and

               WHEREAS,  in the event that Key  Executive  becomes  entitled  to
severance benefits under the provisions of the Severance  Agreement by reason of
the termination of Key Executive's  employment prior to his attaining the age of
65 years Company desires to the extent possible to minimize Key Executive's loss
of benefits under other Company plans; and
               WHEREAS,  Key  Executive's  termination  of  employment  prior to
attaining  the age of 65 years and the receipt of severance  benefits  under the
Severance  Agreement would result in a reduction of Key Executive's  pension and
SERP  payments  under  the  provisions  of those  plans  because  of  reductions
resulting from early retirement provisions; and





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Pension and SERP Supplement                                   Page 1





<PAGE>





WHEREAS, it is agreed and understood by the parties to this Supplement Agreement
  that the  supplement  provided  for  hereunder  shall  only be  payable  under
  circumstances  which would cause the Severance  Agreement to become  operative
  and severance  benefits to be paid to Key  Executive  and that the  supplement
  called  for  in  this   Agreement   shall  not  be  payable  under  any  other
  circumstances under which Key Executive's employment might be terminated prior
  to his attaining the age of 65 years.
                NOW,  THEREFORE,  in order to fulfill the above  purposes and in
  consideration  of the  engagements  to be  performed  by each  of the  parties
  hereto, it is agreed as follows:

                                   ARTICLE ONE
                                      Term

         1.1 Term of Agreement.  This Agreement shall commence on July 10, 1990,
and shall continue in effect through November 11, 2007.

        1.2  Termination  of Agreement.  The Company may in its sole  discretion
  terminate  this  Agreement at any time  subsequent to its effective  date upon
  written notice to Key Executive.  In such event this Agreement shall terminate
  three  (3)  years  from the date of  receipt  by Key  Executive  of  notice of
  termination by the Company; subject, however, to the provisions of 1.3 below.
     1.3 Automatic Termination. If not terminated earlier in accordance with the
provisions of Section 1.2 above, this

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  Pension and SERP Supplement                                  Page 2




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Agreement shall, in any event,  automatically terminate on November 11, 2007; at
which time Key Executive will have reached age 65.
        1.4        Continuance for Payment of Severance Benefits.
Notwithstanding  any notice by the Company to terminate this  Agreement,  if Key
Executive  becomes  entitled to  Severance  Benefits as  hereinafter  set out in
Article  Three  during  the  term  of  this   Agreement,   Key  Executive  shall
nevertheless be entitled to receive all payments, if any, required to be made by
the Company or otherwise to Key Executive under this Agreement.

                                   ARTICLE TWO
                              Supplemental Payments

2.1 Right to  Supplemental  Payments.  In the event that Key  Executive  becomes
entitled to severance  benefits by reason of the  termination  of his employment
under the terms and conditions of that certain Key Executive Severance Agreement
dated  July 10,  1990,  between  Key  Executive  and  Company,  (the  "Severance
Agreement")  then  and in  such  event,  Key  Executive  shall  be  entitled  to
supplemental  payments from the Company as hereinafter  provided.  2.2 Amount of
Supplemental  Payments. The total amount of the supplemental payments to be made
to Key Executive  shall be the  difference  between (a) the present value of Key
Executive's pension and SERP benefits under the existing Company plans as



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Pension and SERP Supplement                                   Page 3




<PAGE>



amended  calculated as if Key Executive had retired upon attaining the age of 65
  years,  and (b) the present value of Key  Executive's  actual pension and SERP
  benefits under the existing Company plans as amended.
                The  Present  value of each of the  foregoing  amounts  shall be
  determined as of the date of Key Executive's termination of employment using a
  discount rate (as of the termination of Key Executive's  employment)  equal to
  100 percent of the  applicable  federal rate as defined in Section  1274(d) of
  the Internal  Revenue Code. The amount payable  hereunder  shall be subject to
  the  limitation  set forth in paragraph 2.3 and shall be payable in a lump sum
  within thirty (30) days of the termination of Key Executive's employment.  2.3
  Limitation  of Benefits.  It is the intent of the parties  that the  Company's
  payments to or for the benefit of the Key Executive under this Agreement,  the
  Severance  Agreement,  or any other agreement  between the Company and the Key
  Executive  shall not  constitute  "parachute  payments"  within the meaning of
  Section 280G of the Internal Revenue Code.  Accordingly,  and  notwithstanding
  any other  provision of this  Agreement or of the Severance  Agreement,  it is
  agreed  that in no event  shall the  present  value of all  Contract  Benefits
  exceed 2.99 times the Base Amount. For purposes of this Section 2.3:
                  (a) Present  value shall be  determined  under Section 280G of
  the Internal Revenue Code and the regulations  thereunder,  using the discount
  rate described in Section 280G(d)(4).


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Pension and SERP Supplement                                   Page 4




<PAGE>



                  (b) The term  -"Contract  Benefits"  means  the sum of (i) all
  payments to or for the benefit of Key Executive under this Agreement, (ii) all
  payments to or for the benefit of Key Executive under the Severance Agreement,
  and (iii) all other payments to or for the benefit of Key Executive  under any
  other  agreement to which Key  Executive  and the Company are parties,  to the
  extent that such other  payments  would  constitute  parachute  payments under
  Section 280G of the Internal Revenue Code and the regulations thereunder.
                  (c) The Base Amount shall be determined  under Section 280G of
  the Internal Revenue Code and the regulations thereunder.
                  In the  event  the  present  value  of all  Contract  Benefits
  exceeds 2.99 times the Base Amount,  the aggregate  amounts payable under this
  Agreement and under the Severance  Agreement shall be reduced by the amount of
  such excess.

                                  ARTICLE THREE
                            Successors to Corporation

                  This  Agreement  shall bind any successor  (whether  direct or
  indirect,  by  purchase,  merger,   consolidation  or  otherwise)  to  all  or
  substantially  all of the business  and/or assets of the Company,  in the same
  manner and to the same extent that the Company  would be obligated  under this
  Agreement if no succession had taken place.  In the case of any transaction in
  which a



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Pension and SERP Supplement                                    Page 5




<PAGE>



successor  would not by the foregoing  provision or by operation of law be bound
by this  Agreement  the Company  shall  require  such  successor  expressly  and
unconditionally  to assume and agree to perform the Company's  obligations under
this  Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place.

                                  ARTICLE FOUR
                                  Miscellaneous

4.1  Amendment.  Any  Amendment  to this  Agreement  shall be a  signed  written
instrument signed by both parties to this Agreement. 4.2 Indemnification. If the
Key Executive institutes any legal action in seeking to obtain or enforce, or is
required to defend in any legal action,  the validity or  enforceability  of any
right or benefit  provided by this Agreement and Key Executive is the prevailing
party in any such legal  action,  the Company will pay all actual legal fees and
expenses incurred by the Key Executive.  4.3 Employment  Status.  This Agreement
does not  constitute  a contract  of  employment  or impose on the  Company  any
obligation to retain the Key  Executive as an employee,  to change the status of
the Key  Executive's  employment  or to change any  employment  policies  of the
Company.




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Pension and SERP Supplement                                  Page 6




<PAGE>



     4.4 Validity and Severability.  The invalidity or  unenforceability  or any
provision of this Agreement shall not affect the validity or  enforceability  of
any other  provision  of this  Agreement  which  shall  remain in full force and
effect,  and any prohibition or  unenforceability  in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 4.5
Governing Law. The validity,  interpretation,  construction  and  performance of
this  Agreement  shall in all  respects  be governed by the laws of the State of
Delaware.  4.6 Choice of Forum.  The Key Executive  shall be entitled to enforce
the  provisions of this  Agreement or to assert any claim for benefits under the
terms of this Agreement in any state or federal court of competent  jurisdiction
located in the State of Delaware.

                                  BLESSINGS CORPORATION

                                  By /s/ IVAN E. BECKER
                                     IVAN E. BECKER
                                     President and Chief Operating officer

                                     JAMES P. LUKE-KEY EXECUTIVE
                                     /s/ JAMES P. LUKE






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Pension and SERP Supplement                                  Page 7