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                                                                    EXHIBIT 10.2


                         HUNTSMAN PACKAGING CORPORATION
                            MANAGEMENT INCENTIVE PLAN
                                     ("MIP")
____________________________________(2000)____________________________________


PURPOSE               To provide an attractive and competitive at-risk incentive
                      that recognizes and rewards the individual and collective
                      achievement of corporate financial and operating results.
                      ----------------------------------------------------------

ELIGIBILITY           Officers of Huntsman Packaging Corporation (the
                      "Company"), Directors, and Plant Managers of North
                      American facilities. At the option of the Chief Executive
                      Officer ("CEO"), other employees not normally eligible for
                      this program, may be included. Bonus Target Payment Levels
                      for the plan are as follows:

                             Senior Vice President        35% of Base Salary
                             Vice President               25% of Base Salary
                             Director/Plant Manager       15% of Base Salary
                      ----------------------------------------------------------

SUMMARY               The 2000 Management Incentive Plan ("MIP") is designed to
                      provide incentive compensation, based on the following
                      measures of performance and payment intervals:

                             Company EBITDA, on a calendar quarter basis
                             Company Net Investment (defined as Capital
                                Expenditures, plus or minus the change in
                                Working Capital, on a calendar quarter basis)
                             Company EBITDA, on a calendar year basis
                             Company Net Investment, on a calendar year basis
                      ----------------------------------------------------------

PLAN TERM             The MIP for 2000 shall be in effect from January 1, 2000
                      to December 31, 2000 (the "Plan Term").
                      ----------------------------------------------------------

TARGET AND            Awards under the MIP are dependent on the Company
ACHIEVEMENT           achieving certain levels of EBITDA and Net Investment on a
CRITERIA              quarterly and annual basis.

                      The Bonus Award Percentage is the product of each
                      Participant's Bonus Target Payment Level times the
                      percentage level of achievement (depicted as the
                      intersecting levels of EBITDA and Net Investment shown on
                      the attached matrices, or Matrix Interesect).

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Management Incentive Plan (MIP), 2000
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                      Quarterly and annual award levels have been computed on a
                      Company basis. Although there is no cap on the amount of
                      MIP award that can be earned, the Company must achieve
                      minimum levels of EBITDA in order to receive an award.
                      Illustrations of Matrix Intersect award levels (quarterly
                      and annually), are set forth on the attached Schedules.
                      The matrices show EBITDA levels of attainment on the
                      horizontal axis and Net Investment levels of attainment on
                      the vertical axis. Where actual levels of attainment fall
                      between the data points shown, actual Bonus Award
                      Percentages will be interpolated.

                      The EBITDA and Net Investment components are weighted (see
                      attached Schedules), as is the emphasis on Company
                      achievement of Plan goals. The weighting is as follows:

                             COMPONENT             WEIGHT
                             ---------             ------

                             EBITDA                80%
                             Net Investment        20%

                             Corporate Goals       75% (paid quarterly)
                             Corporate Goals       25% (paid annually)

                      To illustrate, QUARTERLY BONUS AWARD PERCENTAGES would be
                      computed as follows: Assume a Participant's Bonus Target
                      Payment Level is 15% of base salary for the quarter,
                      annual salary is $60,000.00, 2000 Q-1 EBITDA for the
                      Corporation is $31,274,000, and 2000 Q-1 Net Investment of
                      $(14,870,000). The Matrix Intersect for these levels of
                      achievement equals 114%. (Follow the EBITDA line on the
                      top to the right until you reach $31,274,000 and then go
                      down the left column of numbers until you reach the Net
                      Investment number of $(14,870,000). The intersection of
                      those two lines is 114%). The matrix takes the component
                      weighting (80%/20%) into account. This Matrix Intersect is
                      the starting number used to calculate the quarterly Bonus
                      Award Percentage.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
   MATRIX INTERSECT X     BONUS TARGET PAYMENT       EMPHASIS =        BONUS AWARD PERCENT
                                 LEVEL X
------------------------------------------------------------------------------------------------
          <S>                    <C>                     <C>                  <C>
          114%                   15%                     75%                  12.8%
------------------------------------------------------------------------------------------------
</TABLE>

                      The Participant would receive a Bonus Award for 2000 Q-1
                      of 12.8% of his or her base salary for such quarter. In
                      this example the Quarterly Bonus Award would be $1,920
                      ($15,000 X 12.8%).

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Management Incentive Plan (MIP), 2000
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                      Bonus Award Percentages for each of the four quarters will
                      be computed in the same manner using quarterly EBITDA and
                      Net Investment numbers from the Company's financial
                      statements.

                      Similarly, the ANNUAL BONUS AWARD would be computed as
                      follows: Assume EBITDA of $143,000,000, and 2000 Net
                      Investment of $36,400,000. The Matrix Intersect for these
                      levels of achievement equals 128%. Thus, the annual Bonus
                      Award would equal the following:


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
   MATRIX INTERSECT X     BONUS TARGET PAYMENT       EMPHASIS =        BONUS AWARD PERCENT
                                 LEVEL X
------------------------------------------------------------------------------------------------
          <S>                    <C>                     <C>                  <C>
          128%                   15%                     25%                  4.8%
------------------------------------------------------------------------------------------------
</TABLE>


                      In this case the Annual Bonus Award would be $$2,880
                      ($60,000 X 4.8%).

                      To complete the example the chart below illustrates how
                      the Total Bonus Award (the sum of the Quarterly and Annual
                      Bonus Awards) is derived. Assume the Bonus Award
                      Percentages for the remaining quarters of 2000 were as
                      indicated in the chart below. The Total Bonus Award would
                      equal $10,980.00 versus a target MIP Bonus Award of $9,000
                      (15% x 60,000).

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
       PERIOD               BONUS AWARD PERCENT             SALARY          TOTAL BONUS AWARD
------------------------------------------------------------------------------------------------
       <S>                         <C>                      <C>                  <C>
         Q1                        12.8                     $15,000              $ 1,920.00
         Q2                        10.2                      15,000                1,530.00
         Q3                        16.7                      15,000                2,505.00
         Q4                        14.3                      15,000                2,145.00
       Annual                       4.8                     $60,000                2,880.00
                                                                                 ----------
                                                                                $10,980.00
------------------------------------------------------------------------------------------------
</TABLE>


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

DISTRIBUTION          Quarterly Bonus Award distributions for the first three
                      quarters will be paid within 45 business days of the close
                      of the calendar quarter. The Fourth Quarter Bonus Award
                      and the Annual Bonus Award will be paid within 90 calendar
                      days of the close of the calendar year.
                      ----------------------------------------------------------

SEPARATIONS           Except as set forth below, in order to be eligible to
                      receive Bonus Awards under the MIP, a Participant must be
                      employed by the Company on the last day of the quarter to
                      receive a Quarterly Bonus Award, and on the last day of
                      the Plan Term to receive an Annual Bonus Award.

                      If a Participant retires during the Plan Term (and
                      qualifies for an immediate pension under the Huntsman
                      Packaging Corporation Defined

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Management Incentive Plan (MIP), 2000
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                      Benefit Pension Plan), dies, or becomes disabled (as
                      defined under the Company's Long Term Disability Plan),
                      he/she will receive a pro rata portion of the MIP Bonus
                      Award (both the Quarterly and Annual Bonus Award) based on
                      the actual days worked during the Plan Term. Distributions
                      will be made at the same time as for all other
                      Participants in the MIP.

                      If a Participant's employment is terminated at any time
                      prior to the end of either a quarter or the Plan Term, by
                      the employee or by the Company, with or without cause, for
                      any reason other than retirement, death, or disability,
                      the Participant shall not be eligible to participate in
                      the MIP, shall not receive any MIP Award, and shall
                      forfeit any rights he/she may have had in the MIP.
                      ----------------------------------------------------------

GENERAL PROVISIONS    1. Job Change. Eligible officers and executives who become
                         eligible to participate in the MIP by reason of a job
                         change will be eligible for a prorated Bonus Award
                         based on the actual days worked during the Plan Term.
                         In the case of job changes involving a change in the
                         Bonus Target Payment Level, the Participant will
                         receive the new level based on the actual days working
                         during the Plan Term at the new level.

                      2. Disciplinary Action. In order to participate in the
                         MIP, the Participant must not have been subject to any
                         disciplinary action during the Plan Term.

                      3. No Employment Right. Participation in the MIP shall not
                         confer on a Participant any right to continue in the
                         employment of the Company, nor shall it interfere with
                         the Company's right to terminate the employment of a
                         Participant at any time.

                      4. Non-transferability. A Participant shall not have any
                         right to assign, transfer, pledge, or hypothecate any
                         benefits or payments under the MIP, other than by will
                         or by the laws of descent and distribution.

                      5. Creditors. Award payments held by the Company before
                         distribution shall not be subject to execution,
                         attachment or similar process at law or in equity.

                      6. Withholding. The Company will deduct federal, state,
                         and local taxes, and any employee benefit related
                         withholdings required to be withheld with respect to
                         the payment of any Award.

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Management Incentive Plan (MIP), 2000
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                      7. Definitions.

                           EBITDA         Earnings calculated in accordance with
                                          GAAP, before interest expense, income
                                          taxes, depreciation and amortization
                                          (and after accruals for Awards paid
                                          under the MIP and LTIP).

                           NET            Capital Expenditures plus or minus the
                           INVESTMENT     Change in Working Capital.

                           WORKING        Net Trade Accounts Receivable,
                           CAPITAL        plus Net Inventory, minus Accounts
                                          Payable, calculated in accordance
                                          with GAAP.

                           CAPITAL        Expenditures capitalized to the
                           EXPENDITURES   Company's fixed asset and construction
                                          work-in-process accounts.

                           CHANGE IN      For purposes of Net Investment, a
                           WORKING        decrease in Working Capital from the
                           CAPITAL        targeted amount decreases Net
                                          Investment; an increase in Working
                                          Capital from the targeted amount
                                          increases Net Investment.

                      8. Acquisitions and Divestitures. The attached matrices
                         reflect the Company as it existed at the beginning of
                         the Plan Term. In the event of acquisitions or
                         divestitures, the matrices will be revised to reflect
                         the changes to the Company.
                      ----------------------------------------------------------

MODIFICATION OF       The Company may modify, supplement, suspend, or terminate
THE MIP               the MIP atany time without the authorization of
                      Participants, to the extent allowed by law. No
                      modification, suspension, or termination shall adversely
                      alter or affect any right or obligation under the MIP that
                      existed prior to such modification, supplement,
                      suspension, or termination. The Company's Board of
                      Directors will determine the effect on incentives of any
                      such event and make adjustments and/or payments as it, in
                      its sole discretion, determines appropriate.
                      ----------------------------------------------------------

OTHER                 Subject to the control of the Executive Committee of the
                      Board of Directors, the Company's CEO will exercise
                      executive control over the

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Management Incentive Plan (MIP), 2000
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                      MIP. The CEO will have sole discretion to calculate and
                      adjust EBITDA and Net Investment amounts used in
                      calculating MIP Bonus Awards.

                      The MIP shall be governed by and construed under the laws
                      of the State of Utah.
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