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                                                                   Exhibit 10.69

                             FOURTH AMENDMENT TO THE
                 PLIANT CORPORATION DEFINED BENEFIT PENSION PLAN

     This Fourth Amendment to the Pliant Corporation Defined Benefit Pension
Plan ("Plan") is adopted this 11th day of March, 2004.

     WHEREAS, Pliant Corporation (formerly known as Huntsman Packaging
Corporation and before that known as Huntsman Corporation) ("Pliant") adopted
the Plan June 29, 1993 for the benefit of its eligible employees; and

     WHEREAS, Pliant reserved unto itself, through its Board of Directors, the
right to amend the Plan pursuant to Section 15.1 of the Plan; and

     WHEREAS, Pliant restated the Plan effective January 1, 2001 and amended it
by a First Amendment adopted May 20, 2002, a Second Amendment adopted June 28,
2002, and a Third Amendment adopted December 16, 2002, each amendment effective
as stated therein; and

     WHEREAS, Pliant now desires to freeze the Plan, effective July 1, 2004 with
respect to all participants in the Plan who are not subject to the collective
bargaining agreement between the United Electrical Radio and Machine Workers
Union of America and Local 274 and Pliant Corporation, South Deerfield,
Massachusetts.

     NOW THEREFORE, the Plan is hereby amended as follows:

1. SECTION 2.1 IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING
SECTION 2.1:

     "2.1   ACCRUED BENEFIT means an amount determined as of any specific date,
     which is equal to the Participant's normal retirement benefit as of such
     specified date computed pursuant to Section 9.1, multiplied by a fraction
     (not greater than one (1)), the numerator of which is the Participant's
     period of Credited Service as of the specified date and the denominator of
     which is the aggregate period of Credited Service the Participant would
     have if he continued employment to his Normal Retirement Date.
     Notwithstanding the foregoing provisions of this Section 2.1, the Accrued
     Benefit of each Participant who is not subject to the Deerfield CBA shall
     be frozen as of June 30, 2004 and the Accrued Benefit so determined as of
     June 30, 2004, based on Credited Service, Average Final Compensation and
     Primary Social Security Benefit as of June 30, 2004, shall be fixed as of
     that date and not thereafter further adjusted for any subsequent changes in
     Credited Service, Average Final Compensation and Primary Social Security
     Benefit, except as otherwise required by Section 17 (relating to Top-Heavy
     Rules)."

2. SECTION 2.7 IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING
SECTION 2.7:

     "2.7   AVERAGE FINAL COMPENSATION means one-third of the Participant's
     aggregate Basic Compensation for the three consecutive calendar years
     during the ten complete calendar years preceding the earlier of the date
     the Participant's Average Final Compensation is to be determined that
     produce the greatest Basic

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     Compensation; provided that no compensation earned after June 30, 2004 by
     any Participant who is not subject to the Deerfield CBA shall be included
     in any ten year period to calculate Average Final Compensation. If a
     Participant's entire period of Service is less than three consecutive full
     calendar years, then such Participant's Average Final Compensation shall
     equal his aggregate Basic Compensation averaged over the number of full
     calendar years of service; provided that no compensation earned after June
     30, 2004 by any Participant who is not subject to the Deerfield CBA shall
     be included in the Average Final Compensation calculation. If a
     Participant's entire period of service does not include a full calendar
     year, then such Participant's Average Final Compensation shall equal his
     aggregate Basic Compensation averaged on an annualized basis over the
     Participant's entire period of service (not to exceed 3 years); provided
     that no compensation earned after June 30, 2004 by any Participant who is
     not subject to the Deerfield CBA shall be taken into account in calculating
     Average Final Compensation."

3. THE FIRST PARAGRAPH OF SECTION 2.8 IS HEREBY DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING FIRST PARAGRAPH OF SECTION 2.8:

     "2.8   BASIC COMPENSATION means, with respect to a Participant who is a
     Regular Employee, the Participant's regular salary or wages, overtime and
     any bonuses actually paid during any calendar year, provided however, that
     the compensation taken into account with respect to benefits accruing under
     this Plan for a calendar year shall not exceed the maximum annual
     compensation that may be taken into account under Code Section 401(a)(17)
     and regulations issued with respect thereto; further provided that no
     compensation, earnings, wages, salary or bonuses earned or paid after June
     30, 2004 to any Participant who is not subject to the Deerfield CBA shall
     be taken into account under the Plan. With respect to a Participant who is
     a Supplemental Employee, Basic Compensation means the amount determined
     under the preceding sentence for such Participant, divided by the
     Participant's Hours of Service during such calendar year (not to exceed the
     product of 167 multiplied by the number of months in which the Participant
     was an Eligible Employee), and multiplied by 2,000. Basic Compensation
     shall be interpreted to include all items and exclude all items necessary
     to be a safe harbor definition of compensation within the meaning of
     Treasury Regulation 1.14(s)-l(c)(3), subject to the following: Basic
     Compensation for Regular Employees and Supplemental Employees shall be
     determined without regard to compensation deferred pursuant to any plan
     satisfying the requirements of Sections 125 or 401(k) of the Code adopted
     by the Employer and shall include elective amounts that are not includible
     in the gross income of the Participant by reason of Section 132(f)(4)of the
     Code."

     THE REMAINING TWO PARAGRAPHS OF SECTION 2.8 SHALL REMAIN EFFECTIVE.

4. A NEW SECTION 2.42 IS HEREBY INSERTED INTO THE PLAN:

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     "2.42  DEERFIELD CBA means that collective bargaining agreement between
     Pliant Corporation, South Deerfield, Massachusetts and United Electrical
     Radio and Machine Workers of America and Local 274 entered into on
     September 25, 2002, effective through October 11, 2006."

5. A NEW SECTION 5.8 IS HEREBY INSERTED INTO THE PLAN:

     "5.8   SERVICE AFTER JUNE 30, 2004. Notwithstanding any provision in the
     Plan to the contrary, Participants in the Plan who are not subject to the
     Deerfield CBA shall continue to earn Service under the Plan after June 30,
     2004 only for purposes of vesting but not for purposes of eligibility or
     for accruing a benefit under the Plan."

6. SECTION 6.2 IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE
FOLLOWING:

     "6.2   CREDITED SERVICE.

     (a)    Regular Employees. A Regular Employee's Credited Service commences
     on the date the Regular Employee becomes a Participant in the Plan and
     includes Service from such date backwards to the date the Employee became
     an Eligible Employee under the Plan (but in no event shall credit be given
     for any period of Service prior to the Effective Date other than past
     service expressly granted in accordance with the terms of the Plan.) Except
     as provided in this Section 6.2, a Regular Employee's Credited Service
     includes the period from the date the Regular Employee becomes a
     Participant to the date he severs from Service (determined under the
     provisions of Section 5.2 without the application of other Sections,
     including Section 5.3 or 5.6) if the Participant is subject to the
     Deerfield CBA. If the Participant is not subject to the Deerfield CBA, a
     Regular Employee's Credited Service includes the period from the date the
     Regular Employee becomes a Participant to the earlier of (i) the date he
     severs from Service (determined under the provisions of Section 5.2 without
     the application of other Sections, including Section 5.3 or 5.6) or (ii)
     June 30, 2004. In addition, a Regular Employee's Credited Service includes
     such other periods as may be required by law, and to the extent provided by
     Section 12 of the Plan, the period during which he is a Disabled
     Participant.

     (b)    Supplemental Employees. A Supplemental Employee shall receive a year
     of Credited Service for each calendar year in which he completes at least
     2,000 Hours of Service as a Participant; provided however, that if the
     Participant is not subject to the Deerfield CBA, he will not receive any
     Credited Service after June 30, 2004. In addition, a Supplemental Employee
     shall receive a fractional year of Credited Service for each calendar year
     in which he completes less than 2,000 Hours of Service as a Participant;
     provided however, that if the Participant is not subject to the Deerfield
     CBA, he will not receive any Credited Service after June 30, 2004. The
     numerator of such fractional year of Credited Service shall be the
     Participant's Hours of Service as a Participant in such calendar year (not
     to exceed the product of 167 times the number of months in which the
     Participant is an

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     Eligible Employee) and the denominator shall be 2,000. In addition,
     Credited Service of a Supplemental Employee includes, to the extent
     provided by Section 12 of the Plan, the period during which he is a
     Disabled Participant."

7. SECTION 6.3 IS HEREBY AMENDED BY INSERTING THE FOLLOWING SENTENCE AT THE END
OF THAT SECTION:

     "If the Participant resumes employment with the Employer after June 30,
     2004, and the Participant is not subject to the Deerfield CBA, such
     re-employment shall not count toward Credited Service."

8. A NEW SECTION 6.7 IS HEREBY ADDED TO THE PLAN:

     "6.7   NO CREDITED SERVICE AFTER JUNE 30, 2004. Notwithstanding any
     provision in the Plan to the contrary, no Participant shall earn any
     Credited Service under the Plan after June 30, 2004, unless such
     Participant is subject to the Deerfield CBA."

9. SECTION 9.1 IS HEREBY AMENDED BY ADDING THE FOLLOWING SUBSECTION (c) TO THE
END OF THAT SECTION AND AMENDING THE FIRST SENTENCE OF SECTION 9.1 TO READ AS
FOLLOWS:

     "9.1   NORMAL PENSION. The Pension Benefit of a Participant retiring on or
     after attaining Normal Retirement Age shall equal the sum of (a) and (b),
     as limited by (c):

     (c)    Notwithstanding the foregoing, any Participant who is not subject to
     the Deerfield CBA shall not earn any Pension Benefit for any Service after
     June 30, 2004, and shall not have any compensation earned after June 30,
     2004 included in his Average Final Compensation."

10. SECTION 9.2 IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE
FOLLOWING:

     "9.2   EARLY PENSION. In the case of a Participant who is subject to the
     Deerfield CBA and who elects to have his Early Pension commence prior to
     his Normal Retirement Date, the annual amount of such Participant's Early
     Pension shall equal the Accrued Benefit determined as of the date his
     employment terminates, multiplied by the applicable actuarial factor, based
     upon the Participant's age at the date his payments commence, as set forth
     in Section 1(a) of Appendix A. In the case of a Participant who is not
     subject to the Deerfield CBA and who elects to have his Early Pension
     commence prior to his Normal Retirement Date, the annual amount of such
     Participant's Early Pension shall equal the Accrued Benefit determined as
     of the earlier of (a) the date his employment terminates, or (b) June 30,
     2004, multiplied by the applicable actuarial factor, based upon the
     Participant's age at the date his payments commence, as set forth in
     Section 1(a) of Appendix A."

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11. SECTION 9.3 IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE
FOLLOWING:

     "9.3   DEFERRED VESTED PENSION. The annual amount of a Deferred Vested
     Pension of any Participant who is subject to the Deerfield CBA shall be the
     Participant's Accrued Benefit on the date of severance from employment. The
     annual amount of a Deferred Vested Pension of any Participant who is not
     subject to the Deerfield CBA shall be the Participant's Accrued Benefit on
     the earlier of (a) the date of severance from employment, or (b) June 30,
     2004. If a Participant elects to have his Deferred Vested Pension commence
     prior to his Normal Retirement Date, his benefit shall be the Actuarial
     Equivalent of the Deferred Vested Pension otherwise payable on his Normal
     Retirement Date using the actuarial factors as set forth in Section 1(b) of
     Appendix A."

12. SECTION 12.1 IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE
FOLLOWING:

     "12.1  SERVICE AND CREDITED SERVICE.

     (a)    Except as provided in paragraph (b), a Disabled Participant who is
     subject to the Deerfield CBA shall be granted Service and Credited Service
     until the termination of his Disability or until he attains age 65,
     whichever occurs first. Except as provided in paragraph (b), a Disabled
     Participant who is not subject to the Deerfield CBA shall be granted
     Service and Credited Service until the termination of his Disability or
     until he attains age 65, whichever occurs first, but in no case shall he be
     granted Credited Service at any time after June 30, 2004.

     (b)    If a Disabled Participant who is subject to the Deerfield CBA
     receives a lump sum settlement under the Employer's Long Term Disability
     Income Insurance Plan, his Service and Credited Service under this Plan
     shall terminate as of the date of the settlement and his rights under this
     Plan shall be determined on the basis of Service and Credited Service at
     that time. If a Disabled Participant who is not subject to the Deerfield
     CBA receives a lump sum settlement under the Employer's Long Term
     Disability Income Insurance Plan, his Service shall terminate as of the
     date of the settlement, his Credited Service under this Plan shall
     terminate as of earlier of (i) the date of the settlement, or (ii) June 30,
     2004, and his rights under this Plan shall be determined on the basis of
     Service and Credited Service at that time.

     (c)    If a Disabled Participant who is subject to the Deerfield CBA
     recovers from his Disability, but fails to return to work with an Employer
     within 30 days following such recovery (or such additional period, not in
     excess of one year, as authorized by the Committee), he shall be deemed to
     have terminated Service and Credited Service as of the time of his
     recovery, and his rights to benefits under this Plan shall be determined
     accordingly. If a Disabled Participant who is not subject to the Deerfield
     CBA recovers from his Disability, but fails to return to work with an
     Employer within 30 days following such recovery (or such additional period,
     not in excess of one year, as authorized by the Committee), he shall be
     deemed to have terminated Service as of the time of his recovery, shall be

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     deemed to have terminated Credited Service as of the earlier of (i) the
     time of his recovery, or (ii) June 30, 2004, and his rights to benefits
     under this Plan shall be determined accordingly."

13. SECTION 12.2 IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE
FOLLOWING:

     "12.2  PENSION BENEFITS. In computing the Participant's pension benefits,
     the Participant who is subject to the Deerfield CBA shall be deemed to earn
     for the period (expressed in whole months) of his Disability at a monthly
     rate equal to one-twelfth of his Average Final Compensation calculated as
     of the date he became a Disabled Participant. The Participant who is not
     subject to the Deerfield CBA shall be deemed to earn for the period
     (expressed in whole months) of his Disability at a monthly rate equal to
     one-twelfth of his Average Final Compensation calculated as of the date he
     became a Disabled Participant; provided that no time after June 30, 2004
     shall be included in any such calculation, whether or not the Participant
     was Disabled at that time."

14. SECTION 14.1 (a) IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE
FOLLOWING:

     "14.1  LIMITATIONS ON BENEFITS.

     (a)    General Rule.

            (1)    Notwithstanding anything in this Plan to the contrary, in
     accordance with the requirements of Section 415 of the Code, the Annual
     Benefit of a Participant shall not, at any time during the Limitation Year,
     exceed the lesser of: (i) the Maximum Permissible Dollar Amount, or (ii)
     100 percent of the Participant's average Total Compensation for the three
     consecutive calendar years while a Participant in the Plan in which his
     Total Compensation was the highest; provided that if, the Participant is
     not subject to the Deerfield CBA, no Compensation earned after June 30,
     2004 shall be taken into account."

15. SECTIONS 14.1(b)(5) AND 14.1(b)(7) ARE HEREBY DELETED IN THEIR ENTIRETY AND
REPLACED WITH THE FOLLOWING:

            "(5)   Projected Annual Benefit means the Annual Benefit a
     Participant would receive if the Participant continued employment, receive
     his current Total Compensation in each Limitation Year, until the later of
     the Normal Retirement Age or the Participant's current age, and if all
     relevant factors used to determine benefits under the Plan for the current
     Limitation Year remained constant for all future Limitation Years; provided
     that, for a Participant who is not subject to the Deerfield CBA, no
     Projected Annual Benefit shall include any Compensation earned or
     Limitation Year after June 30, 2004.

            (7)    Total Compensation means all amounts paid or made available
     to a Participant in a calendar year which are treated as compensation under
     Treasury Regulation Section 1.415-2(d)(l)(i) and which are not excluded
     under Treasury

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     Regulation Section 1.415-2(d)(2); provided that, for any Participant who is
     not subject to the Deerfield CBA, Total Compensation shall not include any
     amount paid or made available to such Participant after June 30, 2004.
     Notwithstanding the foregoing, the term "Total Compensation" shall include
     (i) any elective deferral to a plan of the Employer as defined in Code
     Section 402(g)(3), and (ii) any amount which is contributed or deferred by
     the Employer at the election of the Participant and which is not includible
     in the gross income of the Participant by reason of Code Section 125 or
     457, and (iii) elective amounts that are not includible in the gross income
     of the Participant by reason of Section 132(f)(4) of the Code."

16. SECTION 16.3 IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE
FOLLOWING:

     "16.3  INCREASE IN SOCIAL SECURITY BENEFIT LEVELS. In the case of a
     pensioner or beneficiary who was receiving benefits under this Plan, or in
     the case of a Participant who terminates employment with nonforfeitable
     rights to benefits, such benefits shall not be decreased by reason of any
     increase of the benefit levels payable under Title II of the Social
     Security Act or any increase in the wage base under such Title II, if such
     increase takes place after September 2, 1974 or (if later) the earliest of
     (i) the date of first receipt of such benefits, (ii) the date of such
     termination, or (iii) if the pensioner or beneficiary is not subject to the
     Deerfield CBA, June 30, 2004, as the case may be.

17. SECTION 19.4 IS HEREBY AMENDED BY ADDING THE FOLLOWING SENTENCE AT THE END
OF THE FIRST PARAGRAPH OF THAT SECTION:

     "However, nothing in this Section 19.4 shall entitle any Participant who is
     not subject to the Deerfield CBA to any Credited Service for any time
     period after June 30, 2004."

18. A NEW SECTION 7 IS ADDED TO APPENDIX D AS FOLLOWS:

     "7.    PROVISIONS OF PLAN FROZEN AS OF JUNE 30, 2004. No provisions of the
     Plan that freeze any accrued benefits as of June 30, 2004 shall apply to
     Participants who are subject to the Deerfield CBA and whose benefits are
     governed by this Appendix D."

19. APPENDIX E IS HEREBY AMENDED BY DELETING SECTION 4 IN ITS ENTIRETY AND
REPLACING IT WITH THE FOLLOWING:

     "4.    FUTURE SALARY INCREASES COUNTED: In addition to the benefit accrued
     under the terms of this Plan for service after the Effective Date, a
     Non-Union CT Film Employee shall be entitled to the positive difference, if
     any, between (i) his or her accrued benefit under the terms of the Rexene
     Retirement Plan at the Effective Date determined by taking into account
     compensation earned following the Effective Date but before June 30, 2004;
     and (ii) his or her accrued benefit under the terms of the Rexene
     Retirement Plan at the Effective Date taking into account

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     only compensation earned as of the Effective Date (which is the benefit
     maintained under the Huntsman Defined Benefit Pension Plan)."

20. APPENDIX F IS HEREBY AMENDED BY DELETING SECTION 4 IN ITS ENTIRETY AND
REPLACING IT WITH THE FOLLOWING:

     "4.    POST-MERGER BENEFIT: Beginning January 1, 1999, eligible employees
     of Huntsman Edison Films Corporation shall accrue a benefit under the Plan
     based upon the terms of the Plan (the Post-Merger Benefit). For purposes of
     determining the Post-Merger Benefit, only compensation earned and service
     performed after the Effective Date, and before June 30, 2004, shall be
     taken into account. However, service prior to the Effective Date for
     Huntsman Edison Films Corporation shall be taken into account under the
     Plan for purposes of vesting and eligibility (including eligibility for
     early or normal retirement) in the Post-Merger Benefit."

21. APPENDIX H IS HEREBY AMENDED BY ADDING THE FOLLOWING SENTENCE AT THE END OF
SECTION 3:

     "In no event will any Participant whose benefit is governed by this
     Appendix H earn any credited service for accrued benefit purposes after
     June 30, 2004."

     All other provisions of the Plan as amended shall remain effective. This
Fourth Amendment is hereby executed on this 11th day of March, 2004 and
effective as described herein.


                                                 PLIANT CORPORATION

                                                 By:
                                                    ----------------------------

                                                 Title:
                                                       -------------------------

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