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                                                                   Exhibit 10.65

                               PLIANT CORPORATION
                   2004 MANAGEMENT INCENTIVE COMPENSATION PLAN

GENERAL

     1.1     PURPOSE. The purpose of the Pliant Corporation 2004 Management
Incentive Compensation Plan (the "Plan") is to advance the interests of the
shareholders of Pliant Corporation ("Pliant") by providing performance-based
incentives to eligible management associates of Pliant.

     1.2     EFFECTIVE DATE. The Plan shall be effective for the Incentive
Period beginning January 1, 2004.

     1.3     PLAN NOT FUNDED. Incentive Plan Awards shall be made solely from
the general assets of Pliant or its wholly-owned subsidiaries, as the Board may
determine in its sole discretion. To the extent any person acquires a right to
receive payments under the Plan, the right is no greater than the right of any
other unsecured general creditor.

DEFINITIONS

     2.1     "BOARD" means the Board of Directors of Pliant.

     2.2     "COMPANY" means Pliant, its predecessors and affiliates.

     2.3     "CHANGE OF CONTROL" means a transaction pursuant to which a
majority of the capital stock or assets of Pliant are sold.

     2.4     "EMPLOYMENT AGREEMENT" means any applicable employment agreement
entered into between Participant and Pliant or any affiliate of Pliant.

     2.5     "INCENTIVE PERCENTAGE" means the percentage amount determined by
adding the Quantitative Goals Incentive Percentage for a Participant determined
pursuant to EXHIBIT A and the Qualitative Goals Incentive Percentage for a
Participant determined pursuant to EXHIBIT B, provided, however, the Board may
establish different Incentive Percentages for individual Participants or
different classes Of Participants, and/or the achievement levels of the
Performance Goals.

     2.6     "INCENTIVE PERIOD" means the twelve month period beginning on
January 1, 2004 and ending on December 31, 2004.

     2.7     "INCENTIVE PLAN AWARD" means the incentive compensation award
granted under the Plan which is contingent and based upon the attainment of the
Performance Goals with respect to the Incentive Period.

     2.8.    "LONG TERM INCENTIVE PLAN" means the 2004 MIP Long Term Incentive
Plan entered into contemporaneously herewith between the Company and each
Participant.

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     2.9     "NONCOMPETITION AGREEMENT" means any applicable noncompetition
agreement or similar covenant entered into between Participant and Pliant.

     2.10    "PARTICIPANT" means a management employee of the Company or its
affiliates participating in the Plan as provided in Section 3.1 hereof.

     2.11    "PERFORMANCE GOALS" means the performance goals established by the
Board for the Incentive Period. The Performance Goals shall be based upon the
following: (i) 80% of the Performance Goals shall be the overall EBITDA and/or
operating free cash flow of the Company during the Incentive Period
("Quantitative Goals") and (ii) 20% of the Performance Goals shall be individual
qualitative objectives determined by the Board in the form of four (4) personal
objectives for each Participant valued at 5% each ("Qualitative Goals").
Additionally, the Board may establish such other subjective or objective goals,
including individual Performance Goals, which it deems appropriate. The
determination of EBITDA and operating free cash flow shall be based upon
components and criteria established from time to time by the Board in its sole
and absolute discretion, and the Board's determination regarding these items
shall be final and conclusive.

     PARTICIPATION

     3.1.    ELIGIBILITY. Associates eligible to participate in the Plan shall
consist of officers and other key management personnel of the Company and
certain of its subsidiaries as the Board determines. At any time, including
during the Incentive Period while the Plan is in effect, the Board may add
additional individuals or classes of individuals for or delete individuals or
classes of individuals from participation in the Plan as it deems appropriate.

     INCENTIVE PLAN AWARDS

     4.1.    DETERMINATION OF INCENTIVE PLAN AWARDS. The Board shall, promptly
after the date on which the necessary financial, individual or other information
for the Incentive Period becomes available with a desired determination date of
January 15, 2005, certify whether the Performance Goals have been attained for
the Incentive Period. If the Performance Goals have been attained, the Board
shall certify the amount of the Incentive Plan Award payable to each
Participant. Any such determination by the Board shall be final and conclusive
on all parties, but shall be based on such objective information or financial
data as is relevant to the Performance Goals. Performance Goals shall, to the
extent applicable, be based upon generally accepted accounting principles. The
Board may rely conclusively on any such information provided by the Company's
certified public accountants.

     4.2.    ELIGIBILITY AND AMOUNT OF INCENTIVE PLAN AWARD.

     (a)     To be eligible for payment of any Incentive Plan Award, the
Participant must satisfy each of the following conditions: (i) be actively
employed by the Company or a Pliant affiliate during the Incentive Period to
which the award pertains, as well as on the date of payment of the award; (ii)
have performed the Participant's duties to the satisfaction of the Board; (iii)
have not engaged in any act deemed by the Board to be inimical to the best
interests of the Company or any affiliate; (iv) otherwise complied with the
applicable employment policies at all times prior to the date the Incentive Plan
Award is actually paid; and (v) not

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breached any provision of this Plan, any Noncompetition Agreement or any
Employment Agreement. No Incentive Plan Award shall be paid to any Participant
who does not satisfy each of the above conditions. In the event of a
Participant's death, the Incentive Plan Award shall be prorated based upon the
number of full payroll periods worked during such Incentive Period when such
Participant's death occurs.

     (b)     The Incentive Plan Award shall be determined by multiplying the
Participant's aggregate base salary during the Incentive Period by the Incentive
Percentage determined pursuant to EXHIBIT A and EXHIBIT B. The Incentive Plan
Awards shall be subject to a resin pricing adjustment and a currency exchange
adjustment determined by the Board and shall be self-funding at 100% of
Quantitative Goals and above.

     4.3     PAYMENT OF AWARD. The Incentive Plan Award for the Incentive Period
shall be paid to a participant after determination of the Incentive Plan Awards
pursuant to SECTION 4.1 hereof, with a target pay date of January 15, 2005 and
shall be based upon the level of achievement of the Quantitative Goals for the
Incentive Period pursuant to EXHIBIT A and achievement of the Qualitative Goals
for the Incentive Period pursuant to EXHIBIT B. In addition, an amount equal to
one-half (1/2) of any Incentive Plan Award for the Incentive Period for each
Participant will be added to the long term incentive plan award for such
Participant pursuant to the Long Term Incentive Plan.

     4.4     CHANGE OF CONTROL. It is the intent of the Plan that in the event
of a successful Change of Control during the Incentive Period, (i) all Incentive
Plan Awards will be determined based upon the achievement of Quantitative Goals
and Qualitative Goals for the portion of the Incentive Period beginning on
January 1, 2004 and ending on the date immediately preceding the closing date of
any Change of Control transaction, (ii) such partial Incentive Plan Awards will
be paid on the closing date of any such Change of Control transaction and (iii)
immediately following the payment of such partial Incentive Plan Awards, this
Plan will terminate and be of no further force and effect.

ADMINISTRATION

     5.1     ADMINISTRATION. The Plan shall be administered by the Board.
Subject to the provisions of the Plan, the Board shall have full discretionary
authority to administer and interpret the Plan, to exercise all powers either
specifically granted to it under the Plan or as are necessary or advisable in
the administration of the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, and to make all other determinations necessary
or advisable for the administration of the Plan, all of which shall be binding
on all persons, including the Company, its affiliates and the Participants (or
any person claiming any rights under the Plan from or through any Participant).
A majority of the Board shall constitute a quorum, and the Board shall act
pursuant to a majority vote or by unanimous written consent. No member of the
Board or the Board shall be liable for any action taken or determination made in
good faith with respect to the Plan or any Incentive Plan Award paid hereunder.

     5.2     DELEGATION. The Board may delegate its responsibilities for
administering the Plan to one or more persons as the Board deems necessary.

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PARTICIPANT COVENANTS

     6.1     Each Participant, as a condition to participation in the Plan and
in consideration of Participant's continued employment by the Company and/or its
affiliates, agrees that for a period of time beginning on the date Participant
executes a copy of the Plan and continuing for a period ending on the date which
is the earlier of (i) one (1) year after the termination of Participant's
employment with the Company, (ii) the closing date of any Change of Control
transaction, or (iii) the termination of Participant's employment by the Company
for any reason other than a breach of this Plan or any Noncompetition Agreement,
such Participant shall not:

     (a)     directly or indirectly, either individually or as a principal,
partner, agent, employee, employer, consultant, stockholder, joint venturer, or
investor, or as a director or officer of any corporation or association, or in
any other manner or capacity whatsoever, engage in, assist or have any active
interest in a business located anywhere in (w) the world where the Company or
any of its affiliates is doing business during the term of this covenant, (x)
the United States, (y) the State of Illinois or (z) within a 500 mile radius of
the Chicago, Illinois metropolitan area that (i) develops, manufactures, markets
and/or sells value-added film, flexible packaging products and/or recloseable
technologies including zippers and sliders or otherwise competes with or is
similar in concept, design, format, or otherwise to the business conducted by
the Company and its affiliates at any time during the term of this covenant; or
(ii) purchases from the Company (notwithstanding the above, this paragraph shall
not be construed to prohibit Participant from owning less than three percent
(3%) of the securities of a corporation which is publicly traded on a securities
exchange or over-the-counter); or

     (b)     directly or indirectly, either individually, or as a principal,
partner, agent, employee, employer, consultant, stockholder, joint venturer, or
investor, or as a director or officer of any corporation or association, or in
any other manner or capacity whatsoever, (i) divert or attempt to divert (by
solicitation, diversion or otherwise) from the Company or its affiliates any
business with any customer, prospective customer or account of the Company or
its affiliates with which Participant had any contact or association, which was
under the supervision of Participant, or the identity of which was learned by
Participant as a result of Participant's employment with the Company; (ii)
accept the business of any customer, prospective customer or account of the
Company or its affiliates with which Participant had any contact or association,
which was under the supervision of Participant, or the identity of which was
learned by Participant as a result of Participant's employment with the Company,
whether solicited or not solicited by Participant if such business would be
diverted from the Company or otherwise adversely effect the Company's business
with such entity; (iii) solicit, induce or attempt to induce any salesperson,
distributor, supplier, vendor, manufacturer, representative, agent, jobber or
other person transacting business with the Company and/or its affiliates to
terminate their relationship or association with the Company and/or its
affiliates, or to represent, distribute or sell services or products in
competition with services or products of the Company or its affiliates; (iv)
induce, solicit, cause or attempt to induce or cause any employee of the Company
or its affiliates to leave the employ of the Company or its affiliates; or (v)
hire or otherwise accept the services of any employee or former employee of the
Company, whether solicited or not solicited by Participant.

     (c)     Notwithstanding the foregoing, in the event that a Participant
desires, during the restrictive period in this SECTION 6.1, to engage in
activity that Participant believes may be in

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breach of this SECTION 6.1, Participant may discuss such activity with the Human
Resources manager of the Company and the Company (i) will provide the
Participant with a decision on whether such activity constitutes a breach of
this SECTION 6.1 and (ii) may, upon the written consent of the Chief Executive
Officer of the Company and the Board, consent to Participant's participation in
such activity.

     6.2     NON-DISCLOSURE. Participant shall not at any time or in any manner,
directly or indirectly, use (for Participant's benefit or the benefit of any
other party) or disclose to any party other than the Company any trade secrets
or other Confidential Information (as defined below) learned or obtained by him
while an employee, stockholder, officer, director or agent of the Company. As
used herein, the term "CONFIDENTIAL INFORMATION" shall mean information,
material and trade secrets proprietary to the Company or to any entity related
or affiliated with the Company or designated as confidential by the Company,
whether or not owned or developed by the Company, which Participant may obtain
knowledge of or access to, through or as a result of the services provided to
the Company or to any related or affiliated entity (including information
conceived, originated, discovered or developed in whole or in part by
Participant). Without limiting the generality of the foregoing, Confidential
Information shall include, but is not limited to, the following types of
information and other information of a similar nature (whether or not reduced to
writing or still in development): data, documentation, diagrams, flow charts,
formulas, research, economic and financial analysis, developments, processes,
procedures, "know how," marketing techniques and materials, marketing and
development plans, customer names and other information related to customers,
price lists, pricing policies, and the Company derived market information and
financial information.

     6.3     AFFILIATE TRANSACTIONS. Neither Participant, any member of
Participant's immediate family nor any other person or entity affiliated (as
such term is defined and used in Rule 501(b) of the Securities Act of 1933, as
amended) with Participant shall, during the restricted period set forth in
SECTION 6.1 of this Plan, engage, directly or indirectly, in any business
transaction with the Company or any person or entity affiliated with the Company
without the prior written consent of the Board.

MISCELLANEOUS

     7.1     NO GUARANTEE. While a discretionary Incentive Plan Award may have
been paid in the past, whether such payments will be made in the future will
depend upon various factors, such as the financial condition and performance of
the Company and its affiliates. It is the current intent of the Plan to pay a
minimum Incentive Plan Award to each Participant in accordance with EXHIBIT A
even in the event that achievement of Quantitative Goals is below 100% and there
is no achievement of Qualitative Goals. The Company may withhold an Incentive
Plan Award, or portions thereof, for any reason including gross misconduct
(e.g., theft, dishonesty/compromised integrity, fraud, harassment, etc.), breach
of any Employment Agreement or Noncompetition Agreement or any actions deemed by
the Board to be inimical to the best interests of the Company.

     7.2     TAX WITHHOLDING. The Company shall have the right to deduct from
all payments made under the Plan any applicable local or national taxes required
by law to be withheld with respect to such payments.

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     7.3     GOVERNING LAW. Because the corporate headquarters of the Company
are located in the state of Illinois and the Participant will have frequent
contact with individuals at the corporate headquarters of the Company, the
parties hereto agree that the Plan and all rights to an Incentive Plan Award
hereunder shall be construed in accordance with and governed by the laws of the
State of Illinois.

     7.4.    ASSIGNMENT OR PLEDGE. No rights under the Plan, contingent or
otherwise, shall be assignable or subject to any encumbrance, pledge or charge
of any nature.

     7.5     EMPLOYMENT. Neither the adoption of the Plan nor its operation
shall in any way (i) affect the rights and power of the Company or applicable
Pliant affiliate to dismiss or discharge any Participants, or (ii) alter the
at-will nature of employment of any Plan Participant, subject, however to local
law and any rights under the Employment Agreement.

     7.6     DEATH. In the event of a Participant's death prior to the payment
of any Incentive Plan Award to which the Participant is otherwise entitled,
payment shall be made to the Participant's estate.

     7.7     JOB CHANGE. Eligible Participants who become eligible to
participate in the Plan by reason of a job change will be eligible for a
prorated incentive payment based on the actual days worked during the Incentive
Period, if they meet all other requirements of the Plan.

     7.8     RIGHTS TO PAYMENTS. No absolute right to any Incentive Plan Award
shall be considered as having accrued to any Participant prior to the close of
the Incentive Period with respect to which the award is made. No Participant
shall have any enforceable right to receive any Incentive Plan Award made with
respect to an Incentive Period or to retain any payment made with respect
thereto if for any reason the requirements of Section 4.2(a) are not satisfied.

     7.9     PRIOR PLANS. The Plan supercedes and replaces all previous and
existing plans of the Company regarding executive incentive compensation. This
will confirm that any individual who participates under this Plan will not
participate under any other Company incentive compensation or bonus plan unless
expressly provided for in writing.

     7.10    CONFLICTS. To the extent there are any conflicts between this Plan
and any applicable Employment Agreement, the provisions of the Employment
Agreement shall govern except for the provisions of SECTION 6 of the Plan which
shall take precedent over any conflicting term in any Employment Agreement.

     7.11    SEVERABILITY. The Company and Participant believe the covenants
against competition and the consideration therefore contained in this Plan are
reasonable and fair in all respects, and are necessary to protect the interests
of the Company. However, in case any one or more of the provisions or parts of a
provision contained in this Plan shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other provision or part of a
provision of this Plan or any other jurisdiction, but this Plan shall be
reformed and construed in any such jurisdiction as if such invalid or illegal or
unenforceable provision or part of a provision had never been contained herein
and such provision or part shall be reformed so that it would be valid, legal
and

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enforceable to the maximum extent permitted in such jurisdiction. Without
limiting the foregoing, the parties intend that the covenants and agreements
contained in parts (w), (x), (y) or (z) of SECTION 6.1 (a) shall be deemed to be
a series of separate covenants and agreements, one for each of the world where
the Company and its affiliates are doing business, the United States, the State
of Illinois and within a 500 mile radius of the Chicago, Illinois metropolitan
area. If, in any legal proceeding, a court or arbitrator shall refuse to enforce
all the separate covenants and agreements deemed to be included in parts (w),
(x), (y) and (z) of SECTION 6.1(a), it is the intention of the parties hereto
that the covenants and agreements which, if eliminated, would permit the
remaining separate covenants and agreements to be enforced in such proceeding
shall, for the purpose of such proceeding, be deemed eliminated from the
provisions of parts (w), (x), (y) and (z) of SECTION 6.1(a).

     Participant hereby accepts the terms and conditions on the Incentive Plan
Award granted by the Company and agrees to be bound by the provisions of the
Plan.


                                  PARTICIPANT:


                                  Signature:
                                            ------------------------------------

                                  Printed Name:
                                               ---------------------------------


                                  PLIANT:

                                  PLIANT CORPORATION


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

                                  Name:
                                       -----------------------------------------

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

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                                    EXHIBIT A

                   Incentive Percentage for Quantitative Goals

Participant's target Incentive Percentage is______% (the "Target Percentage")

The achievement of Quantitative Goals shall constitute 80% of the Target
Percentage which shall equal ______% (the "Quantitative Goal Target Percentage")

<Table>
<Caption>
     Achievement of                                           Quantitative Goals
     Quantitative Goals                                       Incentive Percentage*
     ------------------                                       ---------------------
     <S>                                                      <C>
     Below 100% of Quantitative Goals                         30% of Quantitative Goals Target Percentage

     100% of Quantitative Goals                               100% of Quantitative Goals Target Percentage

     115% and above of Quantitative Goals                     200% of Quantitative Goals Target Percentage
</Table>

       * The Quantitative Goals Incentive Percentage shall increase
incrementally for each percentage of achievement between 100% of Quantitative
Goals and 115% of Quantitative Goals (at a rate of 6.67% per percent increase).

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                                    EXHIBIT B

                   Incentive Percentage for Qualitative Goals

Participant's target Incentive Percentage is ______% (the "Target Percentage")

The achievement of all Qualitative Goals shall constitute 20% of the Target
Percentage, with each Qualitative Goal achieved earning 5% of the Target
Percentage.

<Table>
<Caption>
     Achievement of                                           Qualitative Goals
     Qualitative Goals                                        Incentive Percentage*
     -----------------                                        ---------------------
     <S>                                                      <C>
     One Qualitative Goal                                     5% of Target Percentage

     Two Qualitative Goals                                    10% of Target Percentage

     Three Qualitative Goals                                  15% of Target Percentage

     Four Qualitative Goals                                   20% of Target Percentage
</Table>

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