AMERICAN TISSUE INC
COOPERATIVE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>3
<FILENAME>d24321_ex10-35.txt
<DESCRIPTION>COOPERATIVE AGREEMENT
<TEXT>



                              COOPERATIVE AGREEMENT

BY AND BETWEEN AMERICAN TISSUE M1LLS-NEENAH, WISCONSIN, HEREINAFTER REFERRED TO
AS THE CORPORATION, AND THE PAPER, ALLIED-INDUSTRIAL, CHEMICAL, AND ENERGY
WORKERS INTERNATIONAL UNION AFL-ClO-CLC, AND LOCAL 7-0482, HEREINAFTER
REFERRED TO AS THE UNION.

THIS AGREEMENT CONTINUES TO GUIDE OUR WORK SYSTEM AND GOVERN THE RELATIONSHIPS
AND DEALINGS BETWEEN THE PARTIES UNLESS BOTH AGREE TO CHANGE IT.

SECTION ONE: OUR OPERATING PHILOSOPHY

All employees, the union and the company at American Tissue Mills - Neenah
facilities, have shared a proud history, made possible by our hard work,
determination and commitment to success of our products in the marketplace. It
is a heritage not only to be proud of, but to carry forward and build on.
However, our industry and its competitive environment are changing and this
demands that we alter the traditional relationships between people and their
work. This Philosophy Statement will guide us to create new and more productive
relationships as we face the challenges of today and tomorrow. It will help us
build on our strengths, and focus on setting the directions and taking the
required actions that will result in the continuous improvement necessary to
ensure our future. It will make American Tissue Mills - Neenah an effective and
rewarding place to work.

BUSINESS OBJECTIVE

Our business objective is to manufacture and distribute products which satisfy
the needs and expectations of our customers as they perceive them and to do this
better than any other company or American Tissue Mills - Neenah location. Our
customers include those who buy and use our products, the employees, the
business sectors we serve, and society. Ultimately, customer satisfaction
determines our success. Only satisfied customers provide job securIty.

VALUES

Our business objective can only be obtained by mutually establishing a work
place based on the following values:

Safety

Both parties to this agreement support the concept that safety is a joint
responsibility and each individual is ultimately responsible for his/her own
safety. Local 7-0482 and American Tissue Mills - Neenah are pledged to cooperate
fully to support the letter and spirit of the following: "We are equally
committed to safety in the workplace. Working safely should be our number one
priority at all times at American Tissue Mills - Neenah. In fact, nothing is
more important than safety. There is no production goal, there is no cost or
time saving measure and there is no competitive advantage that is ever worth an
injury of any kind. In other words, our goal is an accident-free workplace.
This goal is difficult, but can be accomplished by providing continuing employee
education on safe


1
<PAGE>


operating practices and by ensuring that our work environment meets or exceeds
ail governmental requirements for health and safety."

People

People in our operations are trustworthy, deserving of respect, and committed to
the success of the business. They take pride in work well done and want to
perform to the best of their abilities. People are most effective when they have
influence on all issues affecting them. We recognize the need for our people to
have a rewarding lifestyle at work, at home, and In the community at large.

The most productive relationships are based on mutual respect openness, and
cooperation in which differences in status are minimized, people are recognized
for their ideas and their achievements, there are no limits placed on the
contributions they make, and teams of individuals work together effectively
with minimal direction.

Work Design

The most effective work designs are those which create and encourage teamwork by
making certain that individuals and teams have the necessary information,
competency, self-sufficiency, freedom and responsibility to make decisions and
take action to achieve common goals. People perform at their fullest potential
when they are a part of creating their vision and direction, when they know
their role, and when their work is challenging meaningful, flexible, and when
their tasks are focused on specific business objectives.

Conflict

In order to reach the best possible decisions, where all points of view are
considered, an atmosphere in which questioning and openly discussing differences
is encouraged and valued. Opposing views, handled in a problem-solving manner,
result in better, more balanced solutions by ensuring that a full spectrum of
ideas has been considered and developed.

Teams/individuals are expected to resolve conflict. Informal one-on-one
discussions are recommended as the first step. If unsuccessful, one of the
following procedures will be used: Co-worker Issue Resolution, Issue-Resolution
-- Section Six, or Local 7-0482 Trial and Appeals Process.

Learning and Skill Development

Learning and skill development are critical because we understand that change is
continual. People have both the right and the accountability to learn and
practice the skills needed to perform tasks safely and proficiently. The needed
learning opportunities to promote long-term development and continued growth for
our people and the company will be provided.

Communications

Successful communication is the cornerstone of a strong organization. The most
productive communication is continuous, timely, open, direct, and occurs where
actions are consistent with communications. People need accurate and prompt
feedback on


2
<PAGE>


both operating and personal levels to be effective members of the organization.
People make good decisions when provided with the necessary training and
information to know and understand their jobs. To promote commitment, ownership,
and understanding of the business, vital information will be shared. Everyone's
contribution counts.

Continuous Improvement

The application of this operating philosophy is a process which will evolve as
changes occur and as learning and experience are gained. This requires a
climate in which problems are identified and resolved early, and setbacks are
viewed as valuable learning experiences. This process should promote creative
initiative, innovation, and the generation of new ideas essential for business
success.

The union and the company are committed to an ongoing dialogue to ensure
continuous improvement in everything we do.



3

<PAGE>


SECTION TWO: PRINCIPLES OF TEAM ORGANIZATION

A.   American Tissue Mills - Neenah is organized into business units to
     encourage a focus on teamwork, innovation, and process improvement around a
     complete, process, product, or business.

B.   Business unit structure will not limit or restrict individual or group
     contributions to the unit.

C.   Business units are designed around team(s) which possess the following
     characteristics:

     1.   Team has complete task: input transformation or production output so
          that a product or service is produced.

     2.   The work is designed so that team members cooperate in order to
          complete tasks, make a unique contribution to results, and work in
          proximity such that team identity is maintained and observable.

     3.   Team members will have the necessary knowledge and skills to complete
          a whole task.

     4.   Teams will be self-sufficient, with as few support tasks as possible
          outside of operating teams.

     5.   Team members and hourly leaders will have responsibility and authority
          to determine who does what by when for daily activities, and will
          participate in decision making and goal setting for the teams and
          business unit. Team members are expected to take direction from
          designated leadership.

     6.   Everyone on a team must possess some minimum number of skills and
          demonstrate the flexibility to utilize those skills on a regular
          basis, focusing on the process/business unit rather than a job or
          task.

     7.   The training process is continuous and includes a team-building
          curriculum.

     8.   The compensation system is designed to encourage and reward the
          development and utilization of multiple skills.

     9.   Teams will give and receive accurate and timely information about
          results, operating standards, and new developments.

D.   In order to effectively manage our business we need productive daily team
     meetings. The format and content will vary to meet the specific needs of
     individual business units and teams.

E.   Operating schedules will be designed to meet business needs and employee
     preferences to the extent possible.

4

<PAGE>


F.   Teams are expected to develop new, innovative approathes to problem solving
     and decision making.







5

<PAGE>


SECTION THREE: SENIORITY AND SERVICE

A.   Seniority

     1.   Definition: Seniority refers to the rank order of bargaining unit
          employees relative to other bargaining unit employees. Rank order is
          determined by the time spent with the American Tissue Mills - Neenah,
          Business Unit, and Team. Mill seniority is retroactive to the
          employee's start date on the hourly payroll.

          The following definition of team seniority will be applied across the
          facility:

          Team seniority will refer to the rank order of an entire business unit
          team (all shifts) in a particular function, i.e., Facility Services
          business unit has a Materials team, Stores team, Janitor team and
          Warehouse.

          Shift crews will be rank ordered according to team seniority.
          Employees who change shift crews within a team will carry their team
          seniority with them.

          Employees who join a business unit from another business unit will be
          assigned to the last position on the team seniority list. (Exception:
          Employees who where in service as of November 22, 1996 (date of
          purchase) are grandfathered with the years of service from Kimberly
          Clark Corporation for vacation, seniority, and vesting rights for the
          Lakeview Facility Union 401K Plan.)

     2.   Principle's: The corporation has the responsibility to determine who
          and how many persons it will employ. New hires will have a ninety (90)
          calendar day probationary period. Probationary, temporary, and summer
          employees do not accrue seniority during their probationary,
          temporary, and summer employment. Mill seniority prevails if business
          unit and team seniority are equal.

     3.   An employee absent due to illness or off-duty accident who returns to
          work within one (1) year shall be returned without loss of seniority.
          In unusual cases by specific agreements of the parties, an employee's
          seniority can be protected beyond the one (1) year without loss of
          seniority. An employee absent due to an on-duty accident shall be
          returned to work without loss of seniority, regardless of the length
          of the absence. This time off shall be included in computing service
          time and seniority as if it were time worked.

          Employees temporarily transferred outside of the bargaining unit shall
          have their seniority protected for a period established by agreement
          between the union president and management.


6

<PAGE>


B.   Service

     Service is defined as the actual time spent employed by American Tissue
     Mills - Neenah. Service is considered broken by discharge or resignation.
     For purposes of computing vacation privileges and other benefits for which
     continuous employment is a factor, service is not broken by absences due to
     off with permission, authorized leave, certified leave of absence, illness,
     military service, or layoff. However, the actual time spent on certified
     leave of absence (as defined in Section 12) or a layoff in excess of 30
     days will be excluded in computing length of service.

     The period of absence during any layoff shall be excluded in computing
     pension service in accordance with the American Tissue Mills - Neenah
     Hourly Employees Retirement Plan.



7

<PAGE>


SECTION FOUR: TRANSFER PROCEDURE

When permanent vacancies exist, the following procedure will be used:

A.   The vacancy will first be filled from within the business unit based on
     business unit seniority and providing the employee can successfully perform
     the necessary minimum tasks.

B.   If the vacancy is not filled from within the business unit, the vacancy
     will be announced (via posting) to all American Tissue Mills - Neenah
     hourly union employees. Informational meetings will be held to discuss
     specifics of the position(s). A minimum of two informational meetings will
     be held, the second meeting being held at least 48 hours prior to the end
     of the posting period. The posting period will be for 10 calendar days.
     Employees who wish to transfer must call the facility contact by the
     designated date/time specified on the posting, and place their name on the
     posting list. When an employee places their name on the posting list, they
     have accepted the vacancy if they are one of the senior qualified
     employees. Employees will not be able to remove their name from the list.
     Employees can place their names on as many posting lists as they wish.
     Notification will be sent to each business unit regarding who responded to
     the posting and the employees who filled the vacancy. Positions not
     included within the current transfer procedure will be handled through
     jointly developed posting procedures (e.g. trades apprentice). Employees
     must have six months of mill seniority before being eligible for signing on
     the transfer procedure. Employees will be selected on the basis of their
     mill seniority, past performance, the ability to perform the necessary
     minimum tasks for that business unit.

C.   Involuntarily transferred employees displaced from their business unit due
     to reductions will be given priority placement on the business unit
     transfer list from which they were displaced. Involuntarily transferred
     employees will be displaced by business unit seniority. These employees
     will select from available vacancies by mill seniority. Employees
     involuntarily displaced from more than one business unit will have
     priority placement choice. These displaced employees will accumulate
     seniority in the new business unit on the effective date of the first
     transferred employee. When permanent vacancies exist, these employees will
     be given one opportunity to return; if they decline they will lose their
     priority position.

D.   Employees with long-term, substantiated medical limitations will be given
     priority consideration for selection and placement.

E.   Vacancies created by a mill layoff will be filled by this transfer
     procedure.

F.   Physical transfers should be made within six weeks unless unusual
     circumstances arise; then a consensus action plan will be developed between
     union and management representatives. Team/business unit seniority begins
     on the effective date of the first transferred employee. An employee who is
     unable to perform the duties within the new business unit because of
     substantiated medical limitations may return to the former business unit
     with no loss of seniority within the period of thirty days of the transfer
     date.


8

<PAGE>


G.   The intent of the company is to staff new American Tissue Mills - Neenah
     operations, where possible, with current bargaining unit employees. The
     selection process for staffing new or expanded American Tissue Mills -
     Neenah operations will be discussed in advance.

     Where no permanent vacancies exist, the following procedure will be used:

     Excess employees will be loaned out to other business units by business
     unit seniority. Loaned employees will select from available business units
     by mill seniority. Loaned employees will maintain their pay rate and will
     not accrue seniority in the new business unit.



9

<PAGE>


SECTION FIVE: MILL LAYOFF AND RECALL

A.   Mill Layoff and Recall - American Tissue Mills - Neenah

     1.   When a reduction in the workforce is required and no alternative to a
          layoff is found, employees will leave American Tissue Mills - Neenah
          in reverse order of their mill seniority. Employees with maintenance
          skills needed to maintain the business may be retained outside of mill
          seniority order. Alternatives to consider would include voluntary
          layoff by mutual agreement.

     2.   Vacancies created by junior employees being laid off will be filled by
          utilizing the transfer procedure applied to American Tissue Mills -
          Neenah employees.

     3.   Employees will have recall rights of two years (probationary, summer,
          and temporary employees do not have recall rights).

     4.   American Tissue Mills - Neenah employees will be recalled in the order
          of their mill seniority. (Exception: Employees with maintenance skills
          needed to maintain the business may be recalled outside of mill
          seniority order).

     5.   Employees will return to work with no rights to their former business
          unit.

     6.   The employee will be notified of an opportunity for recall by
          registered mail sent to the last address furnished to the mill. The
          employee will be given seventy-two (72) hours after receipt of the
          recall notice to notify the mill of the employee's intent to return to
          work and two (2) weeks to actually report for work, unless the period
          is extended by the business unit. Failure to comply with either of the
          above will result in the loss of the employee's recall rights.


10

<PAGE>


SECTION SIX: ISSUE RESOLUTION

A.   The Company and the Union have established the following principles:

     1.   informal handling of grievances and other conflicts within the
          framework of our agreements.

     2.   Expeditious investigation and disposition of such grievances or
          conflicts.

In the event a conflict occurs, the parties concerned, will use the following
procedure (Exception: Disciplinary action involving discharge will be referred
directly to Step 3):

Step 1: FACT-FINDING REVIEW AND RESOLUTION

The involved parties will meet to discuss the issue, ascertain all facts, and
make a genuine attempt to resolve it. This may necessitate more than one meeting
using whatever resources are available. The individual(s) involved should be
present at these meetings. A facilitator should be utilized on an as-needed
basis to aid in mutually resolving the issue. The facilitator, by mutual
agreement, can be any hourly or salaried person possessing the necessary skills.

Resolutions that arrive out of conflicts involving this or other
union-management agreements will be covered with the appropriate
union-management representatives.

Step 2: INFORMAL RESOLUTION

If the conflict has not been resolved in Step 1, the business unit leader and
the union area vice-president will meet with the parties involved in Step 1 and
be apprised of all pertinent facts.

A mutually agreed-upon facilitator may be utilized in all discussions to aid in
resolution.

Normally, it is expected that Step 1 and Step 2, if needed, would be completed
within one week.

Any resolution resulting from the informal discussion portion of this procedure
need not be precedent setting.

Step 3: FORMAL RESOLUTION

Issues that were not resolved in Steps 1 or 2 may be submitted to the business
unit leader (in writing) within five (5) working days (excluding Saturdays,
Sundays, and holidays).

Procedure:

     The mill/plant manager or representative, a representative of the
     international union, and the local bargaining committee shall discuss the
     issue. These parties may be assisted by such mill personnel as
     appropriate. The agreed-upon facilitator, if utilized in Step 2 of the
     informal discussion, may also be utilized in


11

<PAGE>


     the formal discussions. If the parties are unable to agree upon a
     satisfactory settlement within ten (10) working days (Saturdays, Sundays,
     and holidays excluded) from the date of referral, the grievance may be
     submitted to the impartial arbitrator as outlined below.

     When circumstances warrant, the time limits specified agreement between the
     parties.






12

<PAGE>

SECTION SEVEN: ARBITRATION

A.   Either party desiring to arbitrate a grievance which has not been settled
     satisfactorily according to the provisions of Issue Resolution, shall
     notify the other party in writing within twenty (20) days (Saturdays,
     Sundays, and holidays excluded) of the completion of step three of the
     Issue Resolution procedure, unless extended by agreement between the
     parties.

B.   The Union and Corporation shall endeavor to select the impartial arbitrator
     by mutual agreement within ten (10) days after request for arbitration has
     been received. For such purpose, each party shall submit to the other
     party a list containing the names of at least three (3) persons considered
     qualified to serve in such a capacity.

C.   If the parties are unable to reach mutual agreement in the selection of the
     impartial arbitrator, the parties shall then jointly request the Federal
     Mediation and Conciliation Service to submit a panel of five (5) qualified
     arbitrators from which the impartial arbitrator may be selected. In the
     first arbitration case which arises between the parties, the Union shall
     first strike two (2) names and the Corporation shall then strike two(2)
     names, and the one (1) name remaining shall be selected as the impartial
     arbitrator. In subsequent arbitrating cases which arise, the right of
     initially rejecting any two (2) of the five (5) names submitted shall
     alternate between the parties.

D.   It is understood that the function of the arbitrator shall be to interpret
     and apply this Agreement and any supplements to the Agreement. The
     arbitrator has no power to extend the duration, add terms or provisions,
     arbitrate a dispute concerning a general wage adjustment, nor to enlarge
     his own jurisdiction except upon mutual consent of the Corporation and the
     Union.

E.   The decisions of the arbitrator concerning any matter properly arising out
     of this Agreement shall (if not contrary to state or federal law) be final
     and conclusive upon the employees, the Union, and the Corporation.

F.   Each party shall bear the expense of preparing and presenting its own case,
     including witnesses and attending employees, before the arbitrator. The
     fees and expenses of the arbitrator shall be borne equally by the parties
     to this Agreement.

13

<PAGE>


SECTION EIGHT: HOURS OF WORK

A.   Definitions

     1.   A shift worker is an employee whose schedule involves rotation.

     2.   A day worker is an employee whose schedule does not rotate and whose
          regularly scheduled hours every week fall between 5:30 a.m. and 7:30
          p.m.

     3.   A night worker is an employee whose schedule is such that more than
          one-half of the regularly scheduled hours each week fail between 6:00
          p.m. and 6:00 a.m.

     4.   A mutual agreement is an arrangement approved in advance by the crew
          in which qualified employees agree to change hours or shifts within
          the same week and where no other additional premiums are caused.

B.   Daily, Weekly Schedules

     The basic work week for five-day workers is Monday through Friday, for
     seven day workers it is Monday through Sunday. The basic daily schedule
     will be 8 1/2 hours per day and will include a daily team meeting and
     thirty (30) minutes of unpaid relief period, with no fixed or designated
     lunch time.

     Unusual production schedules will be discussed with the appropriate
     management and union representatives.

     Employees should not be expected to work more than 12 1/2 hours in any
     24-hour period. Crews will agree on how to provide coverage. For pay
     purposes, the work day (24-hour period) and the work week will begin with
     the regular starting time for the crews.

     The necessary facilitating services to support Saturday, Sunday and holiday
     operations will be provided.

C.   Relief Periods

     Employees who are on 8 1/2 hour schedules will receive fifteen (15) minutes
     of paid relief time and thirty (30) minutes of unpaid relief period, with
     no fixed or designated lunch time.

     Employees scheduled to work beyond their regular workday will be provided
     a fifteen (15) minute paid relief for every four (4) additional hours
     scheduled.

     Employees who are eligible to receive inconvenience pay or who are held
     over or called in/second round trip on Sunday or their day-of-rest will be
     provided with a paid relief period.

14

<PAGE>


D.   Business Meetings

     1.   Voluntary

          Voluntary meetings outside of employee's regular work schedule will be
          paid at time and one-half rates. The call time, second round trip, and
          pay for work on scheduled days off provisions of this agreement are
          not applicable to these meetings. These hours will be offset against
          FLSA overtime. Employees who voluntarily change their work schedule to
          attend a meeting will be paid at straight time rate unless weekly or
          daily overtime applies.

     2.   Required

          From time to time, business meetings, including training, may require
          the attendance of the full crew. Employees who attend these required
          meetings will be paid at time and one-half rates for the actual hours
          spent in the meeting if it is scheduled outside of the employee's
          regular working hours or on the employee's scheduled day of rest. The
          call time, second round trip, and pay for work on scheduled days off
          provisions of this agreement will apply to meetings which require
          attendance of the full crew. These meeting hours will not be offset
          against FLSA overtime for seven-day shift workers.

          Employees will be required to attend meetings called by the team or
          business unit except when they are off work due to vacation, illness,
          leave of absence, accident, union business, or when they are excused
          by the crew. Meetings in which the attendance of the full business
          unit is required will be scheduled no more than once a quarter.

E.   Collective Bargaining Meetings

     Employees attending meetings with the company to negotiate a renewal,
     amendment, or modification of this cooperative agreement, or a general wage
     level change, will be paid a daily allowance of eight (8) hours per day at
     the employee's straight-time rate. Shift workers may elect to be off work
     the day before or the lastday of the bargaining session and will receive
     the daily allowance for that meeting.

     Union representatives and employees will be compensated for attendance at
     issue resolution meetings (as outlined in Section Six) if they would
     otherwise be at work.

F.   Travel and Work Outside of the Mill

     Employees traveling on company business (more than 30 miles from the mill)
     on their regularly scheduled work day will be paid for travel time up to a
     maximum of eight hours in addition to hours worked. If travel time plus
     hours worked is less than eight (8), the employee will receive eight hours
     of pay.

15

<PAGE>


     Employees traveling on a scheduled off-day will be paid straight time for
     actual travel time up to a maximum of eight hours of pay, unless weekly or
     Sunday premium applies.

     Employees working on company business outside of the mill on a regularly
     scheduled work day will be paid for actual hours worked or eight hours,
     whichever is greater. Employees working outside of the mill on company
     business, on a nonscheduled workday, will be paid only for hours worked at
     the applicable rate.

G.   Reporting Time

     Employees who have not received at least two hours notification that their
     services are not required for their regularly scheduled day or shift will
     receive a minimum of four hours' work or, if no work is available, be given
     two hours of pay. Pay will be at the employee's regular rate, with premium
     rates applicable to work on Sundays and holidays.

16

<PAGE>


SECTION NINE: PAY AND BENEFITS

A.   TIME/GRADE

     1.   Definition/Principles

          In the American Tissue Mills - Neenah trade/grade pay system,
          employees are compensated for the Job related skills they possess and
          can demonstrate rather than the work assignment they are performing.
          For pay purposes, groups of skills are organized into time frames.
          Once an employee has satisfied the requirements of their training
          plan, they will be paid accordingly. Time/grade pay systems have
          evolved and are applied differently in each business unit to best meet
          the needs of that business unit. The specific rates of each business
          unit's pay system are described in Section Seventeen.

     2.   Hiring Rate

          New employees, except summer hires and temporary employees, will
          receive the following rates:

                        Starting Rate            Effective Date
                        -------------            --------------
                           $14.61                    6/1/00
                           $15.05                    6/1/01
                           $15.50                    6/1/02
                           $15.97                    6/1/03

          After satisfactory performance of ninety (90) days, employees will
          receive the following rates and will be eligible for the time/grade
          pay.

                           Rates                 Effective Date
                           -----                 --------------
                           $15.66                    6/1/00
                           $16.13                    6/1/01
                           $16.61                    6/1/02
                           $17.11                    6/1/03


          Temporary employees will be paid ninety percent (90%) of the starting
          rate. Summer hires will be paid $10.50 throughout their period of
          employment.


          Maintenance Tradepersons' starting rate is:

17

<PAGE>


          Start        30-day       60-day         90-day       Effective Date
          -----        ------       ------         ------       --------------
                                                 Tradepersons'
                                                  Base rate
          $18.81       $19.50       $20.19         $21.56           6/1/00
          $19.37       $20.09       $20.80         $22.21           6/1/01
          $19.95       $20.69       $21.42         $22.88           6/1/02
          $20.55       $21.31       $22.06         $23.57           6/1/03


3.   Assessment and Qualification

     The qualification process for acquiring time/grade will include three
     steps: training, checklist and 6 month review. Employees will receive the
     pay for time/grade after they have completed the 6 month review.

     a.   Training

          Training periods will not be fixed, but will be based on business unit
          requirements and on an individual's capacity to learn a particular
          skill. Opportunity to train will be based on team seniority, ability
          to successfully perform the skill, and the distribution of required
          skills within the team.

     b.   6 Month Review

          Once an employee has demonstrated the ability to competently perform
          the skills on the skill checklist safely, efficiently and effectively
          in the 6 month training plan, the employee's pay will be adjusted
          accordingly. The employee will be expected to develop and utilize the
          skills on a regular basis.

          If an employee is off work 30 consecutive days or less, that time will
          be credited toward the master period or time/grade system. Time off
          exceeding 30 consecutive days (excluding vacations) will not be
          credited toward mastery or time/grade system.

     c.   Follow-up

          Employees will be expected to perform the skills on a regular basis.
          Follow-up assessments may be required of employees to demonstrate
          ongoing skills. Employees who are unable to demonstrate such skills
          will be reassessed for pay purposes.

4.   Transfers

     The following principles will apply to the treatment of time/grade pay in
     transfers or other movement.


18

<PAGE>



     a.   Voluntary Transfer from Team to Team

          Employees returning to a former team within two years will transfer in
          at the entry rate [$15.66 eff. 6/1/00, $16.13 eff. 6/1/01, $16.61 eff,
          6/11/02, $17.11 eff. 6/1/03]. During the first 30 days, employees
          previously held skills will be reassessed using the skills checklist.
          Upon successful completion of the skills checklist, the employee will
          receive pay retroactive to the date of transfer. Employees returning
          to a former team after two years will not be given credit for any
          skills they previously held.

     b.   Involuntary Transfer -- Team to Team

          When an employee is involuntarily transferred from one team to
          another, they will have their rate maintained for a period of one year
          from the date of transfer if a rate reduction would ordinarily result.
          During this period, employees will receive wage increases only when
          the pay for the time/grade attained in the new team equals or exceeds
          the retained rate. After one year the employee will be paid for
          time/grade in the new team. (Exception: see employees returning to
          former team.) The rate of involuntary displaced maintenance
          tradespersons will be maintained for a period of one year from the
          date of transfer. Time spent during this involuntary displacement will
          be credited toward the maintenance continuity block.

5.   Physical Limitations -- On Duty

     If an employee has physical limitations for 30 consecutive days or less,
     that time will be credited toward time/grade system. Time off exceeding 30
     consecutive days (excluding vacation) will not be credited toward
     time/grade system. Current pay rate will be maintained and employee may be
     utilized to meet business needs.

6.   Rate Adjustments

     When significantly new skills are required to perform the work in a
     business unit, or when the current skills are rendered obsolete, management
     and union may discuss the anticipated change in the area work design and
     the time/grade pay system.

     a.   New or Changed Time/Grade

          If new or changed skills are required, the area vice-president and
          business unit manager may negotiate a pay rate based on a comparison
          of similar skills within the American Tissue Mills - Neenah. Rates
          negotiated will be retroactive to the date of the change to the
          time/grade pay system, but not to exceed 180 days. The establishment
          of new rates will not be a subject of arbitration.

19

<PAGE>


     b.   Obsolete Skills

          When current skills are judged to be obsolete, affected employees
          shall receive the pay for those skills for a period of one year from
          the date the skill became obsolete.

B.   PREMIUM PAY

     1.   Monday through Saturday Overtime

          Overtime will be paid at time and one-half for all time worked in
          excess of the basic schedule of eight (8) hours per day or weekly
          hours in excess of forty (40), whichever is greater, but not both.

     2.   Sunday and Holiday Premium

          Double time will be paid for work performed during a twenty four (24)
          hour period on Sundays and holidays. Employees scheduled to work on a
          Sunday or holiday will receive a minimum of three (3) hours at the
          premium rate, exclusive of work that carries over into their next
          regular shift.

          Weekday overtime does not apply to hours worked on Sundays or holidays
          except when the basic daily schedule on a Sunday or holiday is worked
          and the employee continues to work consecutive hours into the next
          work day. When this occurs, the employee will be paid week day
          overtime of time and one-half for the hours worked after the Sunday or
          holiday premium period. This is not applicable unless the hours worked
          are consecutive hours.

     3.   Night Differential

          For day workers, a night work differential of forty-five cents (45)
          per hour shall be paid for all hours worked between the hours of 6
          p.m. and 6 a.m., except as described in the section on temporary
          change in work schedules.

          For employees on eight (8) hourshift schedules, a twenty-five (25)
          cents per hour night differential will be paid for work performed on
          the "B" shift and a forty-five (45) cents per hour differential will
          be paid for work performed for the "C" shift.

     4.   Temporary Changes in Daily or Weekly Work Schedules (This applies only
          to day workers and shift workers who are moved to days for more than a
          week).

          A temporary change from day to night work is one which does not
          extend through one (1) workweek. If the temporary change continues
          into the next workweek, it will not be considered as a second change
          in schedule but a continuation of the original change. Payment for
          temporary changes in schedule will be as follows:

20

<PAGE>



          a.   Time and one-half will be paid for the first two (2) days
               (excluding Sundays and holiday) for hours worked between 6:00
               p.m. and 6:00 a.m. The premium pay of time and one-half for two
               days will not be offset against overtime payable under FLSA.

          b.   No night differential will be paid during a change in schedule.

     5.   Call Time/Second Round Trip

          Call time is applicable when employees are asked to work hours in
          addition to their regular schedule, and the employee is not in the
          mill when the request to work additional hours is made. The mill/plant
          entrance is the point of reference for being in or out of the mill.

          Second round trip is applicable when employees are called or scheduled
          to make an additional round trip to the mill during the same day.

          The following guidelines explain the premium time associated with call
          time or second round trip.

          a.   If the time worked on the call is greater than two hours = two
               hours of call time at straight time rates plus time and one-half
               for hours worked. (Exception: Sunday and holiday hours worked are
               paid at double time).

          b.   If the time worked on the call is less than two hours = two hours
               of call time at straight time rates plus two hours of minimum
               pay. (Exception: Sunday and holiday pays two hours of minimum pay
               at double time).

               Call time and second round trip provisions do not apply when
               coming into the mill to remove a lock-out lock, or attend a
               meeting or fire brigade training.

     6.   Pay for Work on Scheduled Days Off

          Time and one-half will be paid for any hours worked on an employee's
          scheduled day of rest. This premium pay will not be offset against
          overtime payable under FLSA. This applies to seven-day swing
          operations only.

          All employees scheduled in advance to come in for work on their
          scheduled off-day will be allowed a minimum of four (4) hours pay when
          the pay for the actual time worked is less than four (4) hours. This
          minimum allowance does not apply to work which begins prior to and
          extends into the employee's next scheduled shift, or to holdover work
          from the employee's previous shift.

          These provisions are not applicable to voluntary meeting hours.

21

<PAGE>


     7.   Distribution of Overtime

          The opportunity for available overtime work will be distributed among
          qualified employees in each business unit. Business units will
          determine guidelines for distribution in their respective teams.

C.   INCONVENIENCE PAY

     When employees work the following overtime hours inconvenience pay will be
     applicable:

     1.   Eligible hours

          The following hours worked will be accumulated for each November 1
          through October 31 time period:

          a.   Employees called in -- See Section Nine B5

          b.   Additional round trip -- See Section Nine B5

          c.   Employees held over beyond their scheduled quitting time
               (Emergency Holdover)

          d.   Inconvenience pay does not apply to Sundays or days of rest.

     2.   Pay Calculation

          Total hours accumulated in C.1 above will be multiplied by $2.20.

     3.   Payment will be made by November 15 following the November 1 through
          October 31 time period.

     4.   In no case shall employees receive inconvenience pay for holdovers
          when notified prior to leaving the mill on their previous workday, or
          if they are absent due to accident, illness, permission off, or a
          mutual agreement and they are notified when they normally would have
          been at work.

D.   SEVERANCE PAY

     Severance pay is applicable to layoffs due to lack of work. It is not
     applicable to interruptions of operations due to fire, flood, strikes, or
     curtailment of service.

     After ninety (90) days from the date of layoff, an employee will receive a
     payment equal to seventy-five dollars ($75) for each full year of
     employment.

     Should the employee return to work, the period of employment on which the
     severance pay is based will be excluded in determining future severance
     pay.

     No severance pay will be paid to an employee who accepts or rejects an
     opportunity to return to work within ninety (90) days of the date of
     layoff.

22

<PAGE>


E.   FUNERAL PAY

     1.   Eligibility

          Employees will be compensated for time lost from their scheduled
          hours of work associated with the funeral of an immediate family
          member or relative.

          In the event of an absence due to a death in the immediate family or
          relative (spouse, son or daughter, mother or father, father-in-law or
          mother-in-law, brother, sister or grandparent of the employee), the
          employee may receive up to three days of pay associated with the
          funeral.

     2.   Pay

          Employees will be paid at straight time for their scheduled hours for
          the day(s), excluding overtime. Funeral Pay will not be counted as
          time worked for the purpose of overtime computation. The employee
          shall apply for funeral pay upon return to work.

F.   JURY DUTY

     1.   Eligibility

          Employees required to serve on any municipal, county, state, or
          federal jury or subpoenaed to appear at one of the above hearings will
          be excused for such service.

     2.   Pay

          Employees will be entitled to reimbursement or the difference
          between pay received for court service, excluding expenses, and the
          employee's basic scheduled hours per day, excluding overtime.

          Employees must present a signed statement to their crew from the court
          showing the day(s) served and the amount of pay received in order to
          be eligible for pay.

          Employees whose regular schedule is the "C" shift the day preceding a
          necessary court appearance will have the option of being scheduled off
          either the day preceding or the day of the appearance.

G.   BENEFITS

     1.   General

          Employees will be eligible for the following benefits as applicable to
          American Tissue Mills - Neenah bargaining unit employees. Summer hire
          and temporary employees are excluded from all benefits except the
          Retirement and 401K Plan.


<PAGE>


          a.   American Tissue Mills - Neenah Hourly Employees' Retirement Plan

          b.   American Tissue Mills - Neenah Group Life Insurance Plan

          c.   American Tissue Mills - Neenah Group Dental Insurance Plan or
               Care Plus Dental Plan

          d.   American Tissue Mills - Neenah Managed Care Plan or Health
               Maintenance Organization(s)

          e.   American Tissue Mills - Neenah Hourly Employees' 401K Plan

          f.   Military Service and Military Leave benefits

          g.   Weekly Short Term Disability Income (WDI)

          h.   Long-Term Disability Plan

          Details of each benefit are available to all employees.

     2.   Clothing

          Where the corporation requires the wearing of uniforms, such uniforms
          will be furnished and laundered.

     3.   Safety Shoes

          In the interest of promoting safety, the corporation agrees to
          contribute up to one hundred dollars ($100) per contract year towards
          the purchase of employee's safety shoes providing the shoes are
          purchased from the safety shoemobile or designated vendor.

24

<PAGE>


SECTION TEN: VACATION

A.   Eligibility

     Employees will become eligible for paid vacation according to the following
     schedule:

                               Weeks of paid           Number of weeks
                              vacation during          can be taken as
     Years of Employment       calendar year        day-at-a-time vacation
     -------------------      ---------------       ---------------------
             1                       1                        1
             3                       2                        1
             8                       3                        2
             12                      4                        3
             18                      5                        4
             25                      6                        4

B.   Vacation Pay

     1.   Vacation pay will be forty-eight (48) hours per week. Pay wi1l be at
          the employee's straight time hourly rate. Exception: Night work
          employees on paid vacation will be paid the night differential for
          their regularly scheduled shift.

     2.   One week of day-at-a-time vacation equals six (6) days.

     3.   Vacation taken day-at-a-time will be paid at eight (8) hours.

     4.   Employees with eight (8) or more years of service are eligible for one
          (1) week of pay for unused vacation. Payment will be made in February
          of the following year based on the employee's December 31 pay rate.

C.   Administration

     1.   Team vacation liability should be managed in consideration of employee
          preferences and business needs.

     2.   Vacations/days off shall be scheduled by mill seniority by the
          business unit crews.

     3.   Vacation will not be cumulative from year to year.

     4.   Employees who become eligible for vacations in the calendar year may
          take vacation prior to their anniversary date but will not be entitled
          to vacation pay until their anniversary date.

     5.   On the last day of the calendar year an employee becomes eligible for
          the vacation for the next calendar year.

25

<PAGE>


     6.   Any employee in layoff status for more than thirty (30) days will have
          the period of time in layoff status excluded in determining vacation
          eligibility.

     7.   Employees eligible for paid vacation who leave the payroll will be
          paid for unused vacation for that calendar year. Employees laid off
          will be given the option of receiving vacation pay at the time of the
          layoff or at the time scheduled for vacation.

     8.   When an employee attends collective bargaining meetings during their
          scheduled vacation, the employee will be eligible for the bargaining
          allowance and their vacation will be rescheduled.

     9.   In cases of transfers, crews will make every effort to honor the
          vacation dates the employee had originally signed for.

     10.  Unless otherwise agreed to the following principles should apply in
          signing for vacations.

          a.   First two weeks -- employees may sign for two weeks on their
               first sign-up date.

          b.   Remaining weeks -- employees may sign up for each remaining week
               one week at a time until all vacation weeks have been exhausted.

          c.   Day-at-a-time vacations -- employees may sign for two days on
               their first sign-up. They may then sign for single days until
               their day-at-a-time vacation has been exhausted.

          d.   Vacations must be signed during the annual sign-up period.
               Vacations may be changed by approval.

          e.   Crew vacations/days off should be scheduled in the following
               order:

                    1.   Weekly vacation

                    2.   Personal holiday

                    3.   Day at a time

                    4.   Banked day

          f.   Vacation liability will not be reduced by employee selection of
               payment for unused vacation.

     11.  Employees will not be permitted to work or attend meetings while off
          on vacation. Any exceptions must be approved by the Union President
          and Mill/Plant Manager.

26

<PAGE>


SECTION ELEVEN: HOLIDAYS

A.   Recognized Holidays and Shutdown Periods

     The following are recognized 24-hour holidays. The intent of holidays is
     for employees to have a day off from work. The Corporation may operate
     however, on a voluntary basis during the holidays noted, and employees who
     are needed for continuous operating services such as boiler house, water
     treatment plant, security, etc., may be required to work.

                Holiday                          Operation Status
                -------                          ----------------
            New Years Eve Day                 Voluntary -- first 12 hours
            New Year's Day                    Down
            Easter Sunday                     Voluntary
            Memorial Day                      Voluntary
            July 3 or 5                       Voluntary
            July 4                            Voluntary
            Labor Day                         Down
            Thanksgiving                      Voluntary
            2 Floating Holidays               Voluntary
            Christmas Eve Day                 Down
            Christmas Day                     Down
            Personal Holiday                  N/A

     When July 4, Christmas Day or New Year's Day fall on a Sunday, seven-day
     shift workers who would have worked on Sunday will recognize their holiday
     on Sunday. These employees will work on the next Monday on a scheduled
     basis and be paid double time. Seven-day swing shift workers on their day
     of rest will recognize the holiday on Sunday. All other employees will
     recognize the holiday on Monday.

     Personal holidays will be scheduled by teams by mill seniority within
     business units according to business needs and employee preferences. Any
     employees on the payroll as of January 1 are eligible for a personal
     holiday in that calendar year.

B.   Easter Sunday Holiday

     Seven-day swing operations shall be shut down for a twenty-four (24) hour
     period on Easter Sunday, and those employees whose basic weekly work
     schedule would normally require the employee to work during this period
     shall be allowed eight (8) hours holiday pay at the employee's regular
     straight time rate, excluding night differential.

C.   Pay for Holidays Not Worked

     Employees will be paid eight hours for holidays at the employee's regular
     straight time day rate, excluding night differential. Seven-day swing
     employees whose regular days off, paid vacation, or leave of absence
     coincide with Easter Sunday will not receive Easter Sunday holiday pay.

27

<PAGE>


     Employees off due to personal illness or off-duty accident for less than
     30 days prior to a holiday will receive holiday pay. Employees off due to
     personal illness or off-duty accidents for more than 30 days prior to a
     holiday, and employees who are on inactive payroll status at the time of
     the holiday will not receive holiday pay. This will not be applicable to
     the personal holiday.

     Employees receiving worker's compensation will not receive holiday pay.

D.   Premium Pay for Work on Holidays

     Employees working on recognized holidays will be paid double time plus the
     holiday allowance for which they are eligible. Double time hours, worked on
     a holiday (not to exceed eight hours) will be included in determining FLSA
     overtime premiums if the holiday falls on a regular scheduled workday for
     the employee.

     Employees working on recognized holidays may elect to bank their holiday
     pay. Banked holiday hours may be applied to receive a day off within one
     year of the worked holiday. Pay will be at the employee's straight time
     rate at the time of the holiday worked. Hours applied to the day off will
     be included in the FLSA computation for the week.

28

<PAGE>


SECTION TWELVE: LEAVE OF ABSENCE

A.   Union Business

     Any employee selected by the union for an assignment necessitating their
     absence from work can be granted a leave from work without loss of
     seniority. Requests for leave of greater than one month will be made to
     the Mill or Plant Manager.

B.   Time Off for Personal Reasons

     Requests for personal leaves shall be classifIed as follows:

     1.   Off with Permission -- Unpaid absence for a period of seven (7)
          calendar days or less. Authorized by crew. Benefits are unaffected.

     2.   Authorized leave -- Unpaid absence for a period of more than seven (7)
          days, but less than three (3) months. Authorized by business unit
          manager. Benefits are unaffected.

     3..  Certified Leave of Absence -- Unpaid absence for a period of more than
          three (3) months. Authorized by business unit manager. The time off is
          not counted in computing benefits for which continuous employment is a
          factor.

C.   Military Service and Leave

     The Corporation will abide by all state and federal laws and joint
     union-management agreements concerning military service and leave.

29

<PAGE>


SECTION THIRTEEN: LEARNING AND SKILL DEVELOPMENT

A.   Apprenticeship Program

     The Union and the Corporation agree to the need for selecting and training
     employees as tradespersons through a State-indentured Trades Apprenticeship
     trainIng program. The Company further agrees that this program will be the
     primary vehicle for filling trade vacancies in the mill.

     To accomplish this objective, an apprenticeship advisory committee
     consisting of equal management and union representation will review future
     manpower needs, establish apprenticeship classes develop curriculum to meet
     business requirements, and guide apprentices through the program.

     Applicants will be selected from among the bargaining unit employees.

B.   Tuition Reimbursement

     When an employee presents evidence of having satisfactorily completed an
     educational course which will increase the employees proficiency within the
     business unit and is approved by the Corporation prior to enrollment, they
     shall be reimbursed for one-half of the cost of tuition and supplies
     (books, forms, drawing instruments, tools, apparatus, etc.)

C.   Other

     From time to time, salaried employees may temporarily work with teams of
     hourly employees for training purposes. No hourly employee shall lose any
     seniority nor be deprived of any hours of work because of this program.
     These situations will be communicated to the appropriate union
     representatives.

     Opportunity for training will be offered by team seniority.

30

<PAGE>

SECTION FOURTEEN: SUBLETTING MAINTENANCE, CONSTRUCTION, AND INSTALLATION WORK

The business  unit  maintenance  manager/business unit manager will review the
requirements  for the  project  with  appropriate  maintenance  support  team(s)
including  union leadership in advance of making a decision to sublet work. Our
intent is to  effectively  utilize our  maintenance  resources to accomplish our
business objectives.



31

<PAGE>


SECTION FIFTEEN: UNION RECOGNITION AND ADMINSTRATION

A.   Collective Bargaining Unit

     The Corporation recognizes the Paper, Allied - Industrial, Chemical, and
     Energy Workers International Union and their Neenah Local 7-0482 as the
     sole collective bargaining agent representing all employees in the
     Corporation in the American Tissue Mills - Neenah included in the
     certification of the National Labor Relations Board, dated April, 19, 1944,
     and April 16, 1946 and employees in other facilities who have been included
     in the unit by mutual agreement of the parties, excluding guards as defined
     in the National Labor Relations Act as amended, in all matters pertaining
     to wages, hours of work, and working condition.

     Crews will provide for union officers to attend union-management meetings.

8.   All Union Shop

     The Corporation reserves to itself the exclusive right to determine who and
     how many persons it will employ. Who and how many persons the Corporation
     will retain shall be determined in accordance with the provisions relating
     to seniority.

     As a condition of continued employment, all current and future employees
     must apply and become members of the signatory Union forty-five (45)
     calendar days after their respective dates of employment.

C.   Dues Collection

     The Corporation agrees to deduct the regular monthly Union dues from earned
     wages of those employees who individually authorize such deduction in
     writing on "Authorization Cards" mutually agreed upon by the Union and the
     Corporation, and send such to the Financial Secretary of Local 7-0482 of
     the Paper, Allied - Industrial, Chemical, and Energy Workers International
     Union, AFL-CIO-CLC, within ten (10) days of the said deduction.

32

<PAGE>


SECTION SIXTEEN: DURATION OF AGREEMENT

A.   Changes or Modification of Agreement

     This agreement shall be in effect 6/1/00, and shall remain in effect until
     5/31/04 inclusive, and from year to year thereafter, unless terminated as
     outlined below.

     If either party shall desire to change any provision of this agreement, it
     shall give written notice, of such desire to the other party at least sixty
     (60) days in advance of the anniversary date.

     If the parties have not reached agreement on or before the anniversary
     date, all the provisions of the agreement shall remain in effect unless
     specifically terminated in accordance with the provisions outlined below.

B.   Termination of Agreement

     At any time after the anniversary date, if no agreement on the questions at
     issue has been reached, either party may give written notice to the other
     party of intent to terminate the agreement in (not less than) six (6) days.
     All the provisions of the agreement shall remain in full force and effect
     until the time set forth has elapsed. During this period, attempts to reach
     an agreement shall be continued.

     If the parties have failed to resolve their differences before the time
     set forth has elapsed, all obligations under this agreement are
     automatically cancelled.

C.   Interruption of Work

     The Paper, Allied - Industrial, Chemical, and Energy Workers International
     Union, Local 7-0482, at the American Tissue Mills - Neenah, agrees that
     there will be no strikes during the term of this agreement.

     Any strike not expressly authorized by the Union in accordance with its
     International Constitution, Bylaws, Standing Rules and General Laws, shall
     be an unauthorized strike for which there shall be no financial liability
     on the part of the Paper, Allied - Industrial, Chemical, and Energy
     Workers International Union, its local Union, or officers.

     In the event of an unauthorized strike, the Paper, Allied Industrial,
     Chemical, and Energy Workers International Union and the local Union will
     declare publicly that such action is unauthorized, will promptly order its
     members to return to work, and assist the Management to take such steps as
     may be deemed necessary to correct the situation.

     The Corporation agrees that there shall be no authorized lockout of
     employees. The Union, on behalf of itself and its members, agrees that the
     Corporation shall not be liable for any unauthorized lockout by
     representatives of the Corporation, provided the Corporation, after
     receiving notice, promptly disavows such acts and terminates such lockout,

33

<PAGE>



The Corporation and the Union mutually agree that the existing collective
bargaining agreement shall govern all relations between the parties unless such
provision conflicts with existing or future federal or state statutes and
regulations and Executive Orders, in which event such statutes, regulations, and
orders shall control.


34

<PAGE>


SECTION SEVENTEEN: RATES OF PAY

CONVERTING - FOLDED


                   06/01/00       06/01/01       06/01/02       06/01/03

Entry rate           15.66          16.13          16.61          17.11

Increase each 6
months for 30
months (5)            0.44           0.45           0.46           0.47

Month 36
Crew Member          18.32          18.87          19.44          20.02

Crew Leader          19.44          20.02          20.62          21.24

CONVERTING - ROLLED

                   06/01/00       06/01/01       06/01/02       06/01/03

Entry rate           15.66          16.13          16.61          17.11

Increase 6 months     0.52           0.54           0.56           0.58

Increase each 6 mo
over 24 months (4)    0.50           0.52           0.54           0.56

Month 36
Crew Member          18.70          19.26          19.84          20.44

Crew Leader          19.69          20.28          20.89          21.52


35

<PAGE>


FACILITIES SERVICES/WAREHOUSE

                      06/01/00       06/01/01       06/01/02       06/01/03

Entry rate               15.66          16.13          16.61          17.11

Stores (6 months)        18.46          19.01          19.58          20.17

Janitors & Materials     17.13          17.64          18.17          18.71
6 months

Janitors & Materials     18.59          19.15          19.72          18.71
1 year

Planner                  19.11          19.68          20.27          20.86

Truck Driver             19.11          19.68          20.27          20.68

Warehouse
6 months                 17.13          17.64          18.17          18.71

Warehouse
1 year                   18.59          19.15          19.72          20.31

MAINTENANCE

                      06/01/00       06/01/01       06/01/02       06/01/03

Tradeperson

Base Rate                21.56          22.21          22.88          23.57

Apprentice

First Year               17.31          17.83          18.36          18.91
Second Year              17.95          18.49          19.04          19.61
Third Year               18.80          19.36          19.94          20.54
Fourth Year              19.86          20.46          21.07          21.70

Boilerhouse

Starting rate            16.87          17.38          17.90          18.44
After 12 mos.            18.04          18.58          19.14          19.71
After 18 mos.            19.19          19.77          20.36          20.97
After 24 mos.
Operator Rate            21.56          22.21          22.88          23.57


36

<PAGE>


MANUFACTURING

                      06/01/00       06/01/01       06/01/02       06/01/03

Entry rate               15.66          16.13          16.61          17.11

Increase each 6
months for 30 mo (5)      0.50           0.52           0.54           0.56

Month 36 - 60            18.68          19.24          19.82          20.41

Increase each 6 mo.
for 18 months             0.44           0.45           0.46           0.47

Month 84 - crew
member                   20.46          21.07          21.70          22.35

Back-up crew
leader                   20.75          21.37          22.01          22.67

Crew leader              21.63          22.28          22.95          23.64

BEATER ROOM

                      06/01/00       06/01/01       06/01/02       06/01/03

Entry rate               15.66          16.13          16.61          17.11

Increase each 6
months for 30 mo (5)      0.29           0.30           0.31           0.32

Increase after
36 months                 0.28           0.29           0.30           0.31

Increase each 6 mo.
for 24 months             0.38           0.39           0.40           0.41

Month 66
Crew Member              19.27          19.85          20.45          21.06

Back-up crew
leader                   19.63          20.22          20.83          21.45

Crew Leader              20.73          21.35          21.99          22.65

37

<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
at Neenah, Wisconsin this 30th day of October 2000.

FOR THE CORPORATION

X /s/ Steve Catalfamo                   X /s/ John A. Holzschuh
----------------------------------      ------------------------------------
Steve Catalfamo                         John A. Holzschuh
Senior Vice President - ATC             Plant Manager - ATM-Neenah

X /s/ Mark Smith                        X /s/ Keith D. Schenk
----------------------------------      ------------------------------------
Mark Smith                              Keith D. Schenk
1st Vice President - ATC                Manufacturing Manager - ATM-Neenah

                                        X /s/ Chad E. Cordle
                                        ------------------------------------
                                        Chad E. Cordle
                                        Maintenance Manager - ATM-Neenah


FOR THE UNION:


                 PAPER, ALLIED-INDUSTRIAL, CHEMICAL, AND ENERGY
                           WORKERS INTERNATIONAL UNION
                                  AFL-CIO-CLC
                                  LOCAL 7-0482

                           Wayne E. Glenn, President

X /s/ Jon. T Geenen                     X /s/ Robert W. Ekdahl
----------------------------------      ------------------------------------
Jon T. Geenen                           Robert W. Ekdahl
International Representative            President, Local No. 7-0482

X /s/ Douglas M. Bethke                 X /s/ Richard P. VandeWettering
----------------------------------      ------------------------------------
Douglas M. Bethke                       Richard P. VandeWettering
Area Vice President                     Area Vice President
Local No. 7-0482 (Witness)              Local No. 7-0482 (Witness)

X /s/ Michael R. Heinritz               X /s/ Michael A. Saunders
----------------------------------      ------------------------------------
Michael R. Heinritz                     Michael A. Saunders
Secretary, Local No. 7-0482             Area Vice President
(Witness)                               Local No. 7-0482 (Witness)

X /s/ Jeffery V. Feat                   X
----------------------------------      ------------------------------------
Jeffrey V. Feat                         Daniel L. Pawlowski
Area Vice President                     Area Vice President
Local No. 7-0482 (Witness)              Local No. 7-0482 (Witness)


</TEXT>
</DOCUMENT>
