## **Exhibit 10.4**

**PLIANTCORPORATIONDEFERRED CASH INCENTIVE PLAN**

Pliant Corporation, a Delaware corporation, hasdetermined that it is in the best interest of the Company to adopt the PliantCorporation Deferred Cash Incentive Plan (the “***Plan***”)to provide financial benefits to key management employees of the Company andits subsidiaries in the event of a Liquidation Event or a Redemption (each asherein defined) in accordance with the terms and conditions set forth herein.

The purpose of thePlan is to provide designated key employees with financial rewards in the eventof a Liquidation Event or Redemption in order to incentivize such employees toincrease the value of the Company and to secure their continued commitment anddedication to the Company.

1.             Definitions.The following definitions shall apply for purposes of this Plan:

(a)           “***Applicable Percentage***” means 8.0%.

(b)           “***Asset Sale***” has the meaning setforth in the definition of “Liquidation Event” contained in Article Four, PartC, Section 6 of the Certificate of Incorporation.

(c)           “***Bonus***” means with respect to aneligible Participant upon a Liquidation Event or Redemption, the amount payableto such eligible Participant under Section 3 of the Plan.

(d)           “***Bonus Percentage***” means the fixedpercentage of the Bonus Pool assigned to a Participant as set forth in ExhibitA, with the Bonus Percentages to be assigned by the Board of Directors of theCompany, following consultation and discussions with the Company’s ChiefExecutive Officer; provided, however, that the Bonus Percentage of anyParticipant may not be reduced without the prior written consent of suchParticipant. The sum of the Bonus Percentages for the Participants, in theaggregate, may be less than, but shall not exceed, 100%.

(e)           “***Bonus Pool***” means:

(i)                                     Withrespect to a Liquidation Event, an aggregate positive amount, if any, equal tothe Applicable Percentage of the lesser of:

(A)                              theHurdle Amount (or, to the extent the Initial Redemption has not occurred priorthereto but there have been one or more prior redemptions of Series AAPreferred Stock for which no Bonus Pool has been created, $224.8 million); and

(B)                                thesum of (x) the Liquidation Proceeds of such Liquidation Event plus (y) theGrossed-Up Other Distributions as of the date of such Liquidation Event, plus,(z) only to the extent 

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the Initial Redemptionhad not occurred prior thereto but there had been prior redemptions of SeriesAA Preferred Stock for which no Bonus Pool had been created, the sum of theRedemption Proceeds in connection with all such prior redemptions.

(ii)                                  Withrespect to a Redemption, an aggregate amount equal to the Applicable Percentageof the Redemption Proceeds (which in the case of the Initial Redemption, shallinclude the Redemption Proceeds from any prior redemptions of Series AAPreferred Stock by the Company occurring prior to the occurrence of the InitialRedemption for which no Bonus Pool has been created);

provided, however, that the amount of all Bonus Poolscreated pursuant to clauses (i) and (ii) above shall in no event exceed anaggregate amount equal to the Applicable Percentage of $224.8 million. Forpurposes of clarification, in the event of the occurrence of a LiquidationEvent which includes or is consummated substantially simultaneously with aRedemption, regardless of the actual order of the transaction, such transactionshall be deemed to be a single transaction and shall be deemed to be aLiquidation Event (and not a Redemption), with the proceeds of the redemptionportion of such transaction to be deemed to be proceeds payable in connectionwith such transaction.

(f)            “***Cause***” means:

(i)                                     withrespect to Harold Bevis, “cause” as defined in Harold Bevis’ EmploymentAgreement with the Company, dated as of July 18, 2006 (as it may be amended,modified or restated from time to time, the “Bevis Employment Agreement”); and

(ii)                                  withrespect to any other Participant:

(A)                              theParticipant’s commission of a crime involving his or her fraud, theft ordishonesty or engagement in willful or wrongful activities that are materiallydetrimental to the Company;

(B)                                thematerial and willful breach by the Participant of his or her responsibilitiesas an employee of the Company or willful failure to comply with reasonabledirectives or policies of the Company, the Board of Directors, the ChiefExecutive Officer or his designees, but only if the Company has givenParticipant written notice specifying the breach or failure to comply,demanding that the 

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Participant remedy thebreach or failure to comply and the Participant (1) failed to remedy thealleged breach or failed to comply within thirty days after receipt of thewritten notice and (2) failed to take all reasonable steps to that end duringthe thirty days after he received the notice.

(C)                                thecontinued use of alcohol or drugs by the Participant to an extent that such useinterferes with the performance of the Participant’s duties andresponsibilities.

Notwithstanding the foregoing, the term “Cause”shall not include any one or more of the following: (i) bad management decision-makingby the Participant or (ii) any act or omission reasonably believed by theParticipant in good faith to have been in and not opposed to the best interestsof the Company (without intent of the Participant to gain, directly orindirectly, a profit to which the Participant was not legally entitled) andreasonably believed by the Participant not to have been improper or unlawful.

(g)           “***CEO***” means the Chief ExecutiveOfficer of the Company.

(h)           “***Company***” means Pliant Corporation, aDelaware corporation, including its successor in interest by merger,consolidation, purchase or otherwise.

(i)            “***Covered Classes***” shall meansecurities of any of the following classes and series of stock issued by theCompany: (a) Series AA Preferred Stock, (b) Common Stock, and (c) any class orseries of equity securities which are issued as a dividend or distribution withrespect to, or pursuant to a recapitalization of, any then outstanding CoveredClass of equity securities.

(j)            “***Disability***” means any medicallydeterminable physical or mental impairment that has lasted, or is reasonablyexpected to last, for a period of at least six (6) months, can reasonably beexpected to be permanent or of indefinite duration, and renders the Participantunable to perform his duties hereunder, as certified by a physician jointlyselected by the Company and the Participant or the Participant’s legalrepresentative.

(k)           “***Effective Date***” means July 18, 2006.

(l)            “***Good Reason***” means:

(i)                                     withrespect to Harold Bevis, “good reason” as defined in the Bevis EmploymentAgreement; and

(ii)                                  withrespect to any other Participant, any of the following events in response towhich the Participant terminates his employment with the Company and itssubsidiaries:

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(A)                              theassignment to the Participant of any material duty materially inconsistent withthe Participant’s position (including status, offices, titles and reportingrequirements), authority, duties or responsibilities;

(B)                                anyreduction in the Participant’s base salary or bonus compensation (other thanany decrease in bonus compensation as a result of a failure to achievereasonable performance targets which are consistent with past performancetargets applied in connection with determining bonus compensation); or

(C)                                theCompany requires the Participant to, or assigns duties to the Participant whichwould reasonably require him to, relocate his principal business office morethan forty (40) miles from where it is located on the date hereof;

provided, however that an event described above willnot constitute “Good Reason” unless (1) such event occurs without theParticipant’s express written consent, (2) the Participant delivers a writtennotice to the Company of the occurrence of any such event not more than ninety(90) days following the occurrence of such events, and (3) the Company fails tocure or remedy such event within thirty days (the “Cure Period”) afterreceiving written notice thereof from the Participant. The failure by theParticipant to terminate his or her employment with the Company and itssubsidiaries within thirty days after the end of the Cure Period in respect ofan event otherwise qualifying as Good Reason will preclude the Participant frominvoking such event as the basis for Good Reason.

(m)          “***Grossed-Up Other Distributions***” shallmean the quotient of (x) the amount of Other Distributions divided by (y) thethen applicable Inverse Multiple.

(n)           “***Hurdle Amount***” shall mean an amountequal to $224.8 million; provided that upon any redemption by the Company ofSeries AA Preferred Stock in accordance with the terms thereof, the HurdleAmount shall be reduced by an amount equal to the aggregate Redemption Proceedsin connection with such redemption; provided, that in no event shall the HurdleAmount be less than zero.

(o)           “***Inverse Multiple***” shall mean 0.92.

(p)           “***JPMP***” means J.P. Morgan Partners(BHCA), L.P., a Delaware limited partnership, and its Affiliates (as definedpursuant to the Charter).

(q)           “***Liquidation***” has the meaning setforth in Article Four, Part C, Section 6 of the Certificate of Incorporation.

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(r)            “***Liquidation Event***” has the meaningset forth in Article Four, Part C, Section 6 of the Certificate ofIncorporation.

(s)           “***Liquidation Proceeds***” means (a) inconnection with an Asset Sale or a Liquidation, the quotient of (x) the NetAsset Proceeds divided by (y) the then applicable Inverse Multiple and (b) inconnection with a Stock Sale or a Merger, the quotient of (x) Net StockProceeds divided by (y) the then applicable Inverse Multiple. Any LiquidationProceeds which are deposited into an escrow account (whether such escrowaccount is established by the Corporation or any purchaser, acquiror or othersimilar party in connection with a Liquidation Event) or subject to beingheld-back by the purchaser for distribution upon the occurrence or satisfactionof any event shall not be included in calculating “Liquidation Proceeds” untilsuch time as such amounts are released to the Corporation (in the case of anAsset Sale or a Liquidation) or its stockholders (in the case of a Stock Saleor a Merger).

(t)            “***Merger***” has the meaning set forth inthe definition of “Liquidation Event” contained in Article Four, Part C,Section 6 of the Certificate of Incorporation.

(u)           “***Net Asset Proceeds***” has the meaningset forth in Article Four, Part C, Section 6 of the Certificate ofIncorporation.

(v)           “***Net Stock Proceeds***” has the meaningset forth in Article Four, Part C, Section 6 of the Certificate ofIncorporation.

(w)          “***Other Distributions*** has the meaningset forth in Article Four, Part C, Section 6 of the Certificate ofIncorporation.

(x)            “***Participant***” means a person who atthe time of designation is an employee of the Company or a subsidiary of theCompany and is designated for participation in this Plan by the Company’s ChiefExecutive Officer with the approval of the Board; provided, however, that it shall be acondition to the participation in this Plan, and partial consideration for therights granted hereunder, that any employee who owned Series B Preferred Stockin the Company’s predecessor agree to waive his or her right to receiveany cash payment payable in consideration of the extinguishment of the Series BPreferred Stock pursuant to the Company’s Plan of Reorganization. TheParticipants shall be identified in Exhibit A, which may be amended by theCompany’s Chief Executive Officer with the approval of the Board to reflect theaddition of additional Participants; provided, however, that the BonusPercentages of any Participant may not be reduced with the written consent ofsuch Participant.

(y)           “***Plan***” means the Pliant CorporationDeferred Cash Incentive Plan, as set forth herein and as amended from time totime.

(z)            “***Qualified Public Offering***” shallmean the sale in an underwritten public offering registered under theSecurities Act of 1933, as amended, of shares of capital stock of the Companyto the public resulting in aggregate proceeds (net of underwriting 

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discounts andcommissions) to the Company of not less than one hundred million dollars ($100million).

(aa)         “***Redemption***” means either an InitialRedemption or a Subsequent Redemption as follows:

(i)                                     An“***Initial Redemption***” will occur atsuch time as the Company has redeemed shares of Company’s Series AA PreferredStock resulting in aggregate Redemption Proceeds, including, without limitationthe Redemption Proceeds from any prior such Redemptions, of not less than $50 million.

(ii)                                  A“***Subsequent Redemption***” will occur onany date after the Initial Redemption that the Company redeems any shares ofSeries AA Preferred Stock.

(bb)         “***Redemption Proceeds***” means, withrespect to any redemption of the Company’s Series AA Preferred Stock, the cashproceeds received by the holders of the Series AA Preferred Stock upon suchredemption divided by the Inverse Multiple in effect at the time of such redemption.

(cc)         “***Retained Securities***” shall mean, inconnection with any Liquidation Event which is a Merger or Stock Sale, (i) anycapital stock in Covered Classes not transferred, if any, by the stockholdersof the Company in connection with such Liquidation Event and/or (ii) anycapital stock or debt securities received in consideration or exchange for,capital stock in Covered Classes in connection with such Liquidation Event.

(dd)         “***Stock Sale***” has the meaning setforth in the definition of “Liquidation Event” contained in Article Four, PartC, Section 6 of the Certificate of Incorporation.

2.             ***Eligibility for Bonus***.

(a)           AParticipant (other than Harold Bevis) shall be eligible to receive payment ofhis or her Bonus with respect to a Liquidation Event or a Redemption asprovided in Section 3(a) if and only if the Liquidation Event or Redemptionoccurs:

(i)                                     Whilethe Participant is employed by the Company or a subsidiary; or

(ii)                                  Atany time within ninety (90) days after the Participant’s termination of employmentwith the Company or a subsidiary of the Company (x) by the Company or asubsidiary of the Company without Cause, (y) by the Participant for GoodReason, or (z) due to the Participant’s death or Disability.

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(b)           HaroldBevis shall be eligible to receive payment of his Bonus with respect to aLiquidation Event or Redemption as provided in Section 3(a) if the LiquidationEvent or Redemption occurs:

(i)                                     WhileHarold Bevis is employed by the Company or a subsidiary of the Company;

(ii)                                  Atany time within one (1) year after Harold Bevis’ termination of employment withthe Company and all subsidiaries of the Company (x) by the Company orsubsidiary of the Company without Cause or (y) by Harold Bevis for Good Reason;or

(iii)                               At any time withinninety (90) days after Harold Bevis’ termination of employment with the Companyand all subsidiaries of the Company due to his death or Disability.

(c)           HaroldBevis shall be eligible to receive payment of his Bonus with respect to aLiquidation Event or Redemption as provided in Section 3(b) if he does nototherwise meet the eligibility criteria in Section 2(b) and Harold Bevis’employment with the Company and all of its subsidiaries is terminated after theeffective date of the Company’s plan of reorganization.

(d)           Notwithstandingany provision herein to the contrary, no Bonus will be paid to any Participantif no Liquidation Event or Redemption occurs prior to the twentieth (20th)anniversary of the effective date of this Plan.

3.             BonusPayable Upon Creation of a Bonus Pool.

(a)           Simultaneouslywith the occurrence of a Liquidation Event or a Redemption, the Company shallpay each eligible Participant who satisfies the eligibility requirementsdescribed in Section 2(a) or (b) above a Bonus, payable, subject to the termsof Section 3(c), in cash, in an amount equal to the Bonus Pool established withrespect to such Liquidation Event or Redemption multiplied by the Participant’sBonus Percentage, as set forth in Exhibit A.

(b)           IfHarold Bevis does not otherwise meet the eligibility criteria in Section 2(b)with respect to a Liquidation Event or Redemption and his employment with theCompany and its subsidiaries is terminated after the effective date of theCompany’s plan of reorganization, then simultaneously with the occurrence of aLiquidation Event or Redemption, the Company shall pay Harold Bevis a Bonus inan amount equal to the product of (x) the Bonus Pool established with respectto such Liquidation Event or Redemption multiplied by (y) Harold Bevis’ BonusPercentage multiplied by (z) a fraction (not to exceed one (1)), the numeratorof which is the number of months, if any, that transpire from the effectivedate of the Company’s plan of reorganization and his termination of employmentwith the Company and all of the subsidiaries of the Company, and thedenominator of which is thirty-six (36).

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(c)           Notwithstandinganything in this Section 3 to the contrary, to the extent that in connectionwith a Liquidation Event which is a Merger or Stock Sale in which there areRetained Securities, if (x) the aggregate fair market value of the RetainedSecurities (as determined in good faith by the Board) divided by the thenapplicable Inverse Multiple is in excess of (y) the greater of (1) $0 and (2)the difference of the Liquidation Proceeds in connection with such LiquidationEvent minus the then applicable Hurdle Amount (the amount of any such excess of(x) over (y) being referred to as the “Pre-Hurdle Retained Securities Amount”),the Company shall have the option to pay a portion of the Bonuses payablepursuant to this Plan in connection with such Liquidation Event, not to exceedthe Maximum In-Kind Amount (as defined in Section 3(d) below), by the deliveryof securities in the same class and/or series as the Retained Securities havinga fair market value (as determined in good faith by the Board) equal to theportion of the Bonuses to be so paid; provided that Participants receiving anysuch Retained Securities are provided similar rights relating to registrationof securities, redemption rights and tag along rights as provided to any holderof Covered Classes of an equivalent class or series with respect to suchRetained Securities (it being understood that such Participants will beentitled to participate in any collective rights of a class or group of formerholders of Covered Classes (such as rights permitting a majority of the holdersof a class or series of securities to require a redemption or a registration),and the foregoing shall not provide any Participant an individual (rather thancollective) right with respect to such matter). If there is more than one classor series of Retained Securities, the portion of the Bonuses payable by thedelivery of Retained Securities shall include a proportionate amount of eachsuch class or series. In the event that any portion of the Bonuses hereunderare paid in Retained Securities, the Bonuses received by each Participant willconsist of substantially identical (subject to rounding in order to avoiddelivery of fractional shares) proportions of (i) cash and (ii) RetainedSecurities of each such class or series.

(d)           Forthe purposes of this Section 3, the “Maximum In-Kind Amount” shall mean thelesser of (x) the aggregate amount of the Bonus Pool created in connection withsuch Liquidation Event minus the Mandatory Cash Portion and (y) the ApplicablePercentage of the Pre-Hurdle Retained Securities Amount. For the purposeshereof, the “Mandatory Cash Portion” shall mean the greater of:

(i)                                     theApplicable Percentage of the sum of (x) any Grossed-Up Other Distributions plus(y) only to the extent that the Initial Redemption had not occurred prior tothe date of such Liquidation Event but there has been redemption of Series AAPreferred Stock for which no Bonus Pool had been created, the RedemptionProceeds in connection with all such prior redemptions; and

(ii)                                  40%of the Bonus Pool created in connection with such Liquidation Event.

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(e)           Anyportion of the Bonus Pool not delivered to the Participants as a result of adeferral of payment of any Liquidation Proceeds by reason of any escrow orholdback obligation, or otherwise, shall be delivered to the Participants prorata in accordance with the payments of the Bonus Pool promptly upon release ofany such Liquidation Proceeds to the Corporation (in the case of an Asset Saleor a Liquidation) or its stockholders (in the case of a Stock Sale or aMerger).

(f)            Tothe extent that a Participant is not also a holder of Series M Preferred Stockissued pursuant to the Company’s 2006 Restricted Stock Incentive Plan (the“Restricted Stock Incentive Plan”), then, by acceptance of an award pursuant tothis Plan, the Participant will be deemed to be bound by, and agree to theterms of, Section 8.9 of the Restricted Stock Incentive Plan, as if suchParticipant was a holder of Series M Preferred Stock with respect to suchParticipant’s award hereunder and payment in respect of such award under thecircumstances described in Section 8.9 of the Restricted Stock Incentive Plan.

4.             WithholdingTaxes. The Company shall withhold from the Bonus payable under this Plan,all income, employment and payroll taxes which, by applicable federal, state,local or other law, the Company is required to withhold.

5.             Terminationor Amendment of Plan.

(a)           Subjectto subsection (b) below, this Plan shall remain in effect until the earliest tooccur of (i) the twentieth (20th) anniversary of the Effective Date,(ii) the first occurrence of a Liquidation Event, (iii) there have beenRedemptions resulting in Redemption Proceeds in excess of $243.8 million or(iii) the consummation of a Qualified Public Offering. Upon consummation of aQualified Public Offering, the Plan will be terminated after distribution ofall Bonuses payable with respect to any Bonus Pool to be established as aresult of any Redemption in connection with, or as a result of the use ofproceeds from, the Qualified Public Offering. Except as provided in thepreceding sentence, no Bonuses will be payable hereunder with respect to anyLiquidation Event or Redemption that occurs after the termination of this Plan.

(b)           TheCompany may amend, modify or terminate this Plan, in writing, at any time; *provided*, *however*; thatno amendment, modification or termination of the Plan that may adversely affectthe rights or potential rights of any Participant shall become effective,unless the Participant consents to such amendment, modification or terminationin writing. Notwithstanding the foregoing, as a purely ministerial action, theCompany’s Chief Executive Officer may amend or modify Exhibit A from time totime as necessary to reflect the identification of the Participants and theirrespective Bonus Percentages in accordance with the terms of the Plan.

6.             Actionby the Company. Any action required or permitted to be taken by the Companyunder this Plan shall be approved by the Board of Directors of the Company.

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(a)           Ifthe payment of any Bonus hereunder is prohibited by, or would result in orcause a default or an event of default under, any of the agreements governingany Indebtedness (as defined in the Company’s Certificate of Incorporation),then consummation of the Liquidation Event (other than an involuntaryliquidation, dissolution or liquidation winding up of the affairs of theCorporation) or the making of a redemption of the Series AA Preferred Stockshall be prohibited until the provisions of Section 6(b) have been satisfied infull.

(b)           Ifthe provisions of any Indebtedness Agreement (as defined in the Company’sCertificate of Incorporation) would prohibit the Corporation from paying anyBonus pursuant hereto, or if immediately after giving effect to the payment ofany such Bonus, a default or event ofdefault under any such agreement or instrument would be caused thereby,as a condition to the consummation of a Liquidation Event or a redemption ofSeries AA Preferred Stock, and the payment of any Bonus hereunder, the Companyshall, to the extent required to permit the payment of the applicable Bonuseshereunder, (i) obtain the consent of the requisite holders of such Indebtednessto permit the payment of such Bonuses by the Company, (ii) refinance all suchIndebtedness outstanding with the proceeds of other Indebtedness or equitysecurities that permit or do not prohibit the payment of such Bonuses by theCompany or (iii) otherwise comply with the terms of such Indebtedness requiredto permit the payment by the Company of the Bonuses. The Company shall notconsummate a Liquidation Event or a redemption of Series AA Preferred Stockunless the conditions contained in this Section 6(b) are satisfied or waived bythe Participants with a majority of the outstanding Bonus Percentages thenoutstanding pursuant to this Plan.

7.             Successors.

(a)           Subjectto Section 5(a), this Plan shall not be terminated by any merger,consolidation, stock exchange or similar event involving the Company wherebythe Company is or is not the surviving or resulting corporation or otherentity. In the event of any merger, consolidation, stock exchange or similarevent, the provisions of this Plan shall be binding upon the surviving orresulting corporation or other entity.

(b)           ThisPlan shall inure to the benefit of and be enforceable by each Participant’spersonal or legal representatives, executors, administrators, successors,heirs, distributees, devisees and legatees. If a Participant shall die whileany amounts are payable to the Participant hereunder, all such amounts, unlessotherwise provided herein, shall be paid in accordance with the terms of thisPlan to such person or persons appointed in writing by the Participant toreceive such amounts or, if no person is so appointed, to the Participant’sestate.

8.             GoverningLaw; Validity. The interpretation, construction and performance of thisPlan shall be governed by and construed and enforced in accordance with thelaws of the State of New York without regard to the principle of conflicts oflaws. The invalidity or 

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unenforceability of anyprovision of this Plan shall not affect the validity or enforceability of anyother provision of this Plan, which other provisions shall remain in full forceand effect.

9.             Miscellaneous.

(a)           TheCompany shall not be required to fund or otherwise segregate assets to be usedfor the payment of any benefits under the Plan. The Company shall make suchpayments only out of its general assets, and therefore its obligation to makesuch payments shall be subject to any claims of its other creditors havingpriority as to its assets.

(b)           ThisPlan does not constitute a contract of employment or impose on the Company anyobligation to retain the Participant as an employee, to change the status ofthe Participant’s employment, or to change the policies of the Companyregarding termination of employment.

(c)           ThisPlan does not grant to any Participant any of the rights or privileges of equityownership in the Company.

(d)           ThisPlan and Exhibit A attached hereto constitute the sole agreement by and betweenthe Company and the Participants with respect to the subject matter containedherein.

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