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GREIF

ROSEMOUNT, MINNESOTA

10/4/1010/3/13

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TABLE OF CONTENTS

PAGE

ARTICLE

4 Check-Off 310 Death in Family 126 Discharge 6

19 Discrimination 275 Grievance Procedure 5

16 Health and Welfare Plan 2011 Holidays 1412 Hours and Working Conditions 158 Job Bidding 9

17 Jury Duty 2310 Leaves of Absence 1120 Notification 2810 Part TimeEmployees 1016 Pension 216 Proof of Agency 73 Recognition 1

13 Reporting Pay 164 Representation 4

16 Rights of Management 2213 Safety and Health 186 Seniority 8

19 Strikes and Lockouts 2513 Temporary Transfer 1720 Term of Contract 2917 Truck Drivers 243 Union Shop 2

14 Vacations 1911 Straight Time Hourly Base Rates 13

19 Waiver 26

22 Schedule A Straight Time Hourly Base Rates23 Schedule B.1 Health & Welfare Plan

28 Schedule B.2 Health & welfare Plan33 Schedule C Pension

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THIS AGREEMENT, made and entered into by and between Greif Paper,Packaging & Services LLC, or Greif located at 2750 W. 145th Street Rosemount,Minnesota, its successors or assigns, party of the first part, hereinafter referred to as the"Company", and United Steel, Paper and Forestry, Rubber, Manufacturing, Energy,Allied Industrial and Service Workers International Union or USW on behalf of themembers of Local Union 717, party of the second part, hereinafter referred to as the

"Union."

WITNESSETH THAT: The parties hereto have reached an agreement as a result ofcollective bargaining and that for the purpose of facilitating the peaceful adjustment ofdifferences that may arise from time to time and to promote harmony and efficiency, and tothe end that the employees and the Company and the general public may mutuallybenefit, the parties hereto contract and agree with each other as follows.

ARTICLE 1 RECOGNITION

1.1 This Agreement is for the exclusive, joint use and benefit of the contractingparties, as defined and set forth herein. It is the intent and purpose of the parties hereto

that this Agreement shall promote an improved industrial and economic relationship, andto set forth herein the basic agreement covering rates of pay, hours of work, andconditions of employment to be observed between the parties, and shall cover theemployment of persons employed in the Company's Rosemount, MN plant covered in theAgreement.

1.2 It is mutually understood that the terms and conditions relating to theemployment of workers covered by this agreement have been decided upon bycollective bargaining.

1.3 The Company recognizes the Union as the sole collective bargaining agency ofall production, maintenance, and truck driver employees of the Company at the

Rosemount plant, but excluding the office staff, plant supervision and personnel intechnical or supervisory capacities.

1.4 "Employees" means all workers covered by the Agreement.

ARTICLE 2 UNION SHOP

2.1 It shall be a condition of employment that all employees of the Company coveredby this Agreement who are members of the Union in good standing on the effective orexecution date of this agreement, whichever is later, shall remain members in goodstanding, and those who are not members on the effective or execution date of thisAgreement, whichever is later, shall after ninety (90) calendar days of employment

following the effective date of this Agreement become and remain members in goodstanding in the union. It shall be a condition of employment that all employees covered bythis Agreement and hired on or after its effective or execution date, shall afterninety (90)calendar days of employment become and remain members in good standing in theUnion. The Company shall inform the Union in writing of the identity of new employeeswho have completed their probationary period of employment.

ARTICLE 3 CHECK-OFF

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3.1 The Company agrees to deduct from the wages of such employees inaccordance with the expressed terms of a signed authorization to do so, the membershipdues of the Union, which includes monthly dues, initiation fees and lawful assessments inamounts designated by the Union. Said deductions shall be made out of the first payrollperiod ending each month and immediately forwarded to the Financial Secretary of Local717. A check-off list shall accompany the deductions setting forth the name and amount

of dues, initiation fees or assessments, and a copy of said deductions list shall beforwarded to the Secretary-Treasurer of the Local Union.

3.2 The Union agrees to indemnify, defend and save the Company harmless againstany and all claims, suits or demands of any nature from any source arising because ofacts made or not made by the Company in interpreting and implementing any provision ofthis section.

3.3 The Union shall not require the Company to make any change to the method orprocedure of calculating or processing any amount covered in this Article which theCompany cannot accommodate at acceptable cost.

ARTICLE 4 REPRESENTATION

4.1 The Company recognizes the right of the Union to designate a Committee of upto three (3) members of the Union who are employed by the Company to be selected byLocal 717, Rosemount plant, to handle Union business such as negotiations, grievances,arbitrations, attendance at labor conventions or other official Union business. The partiesencourage members to select Committee Members from various departments and shifts.The Company further agrees to pay up to a total of three (3) members of the Union forwages lost from the employees regular workday in contract negotiations and/or thehandling of grievances and for special meetings called by management, but pay is for timelost only. TIME SPENT UNDER THIS SECTION FOR WHICH THE COMPANY ISREQUIRED TO PAY EMPLOYEES SHALL BE CONSIDERED AS TIME WORKED FOR

PURPOSES OF SATURDAY PAY COMPUTATION.

4.2 Employees, not to exceed two (2) in number when duly elected or appointed bythe Union shall, upon one (1) week's notice to the Company and with proper confirmationby the Local Union, be granted a leave of absence without pay for a period not to exceedtwo (2) weeks plus reasonable travel time to attend International Conventions or conductother Union business. Also, one (1) member of the Local Union will be granted one (1)year's leave of absence to work for the International Union if appointed to the staff of theInternational Union.

4.3 The Company agrees not to enter into any agreement or contract with itsemployees, individually or collectively, which in any way conflicts with the terms and

provisions of this Agreement.

4.4 In all matters of discipline pertaining to an employee's relationship with theCompany, the employee will have the right to have a committee member or stewardpresent.

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ARTICLE 5 GRIEVANCE PROCEDURE

5.1 Should differences arise between the Company and the Union as to themeaning and application of the provisions of this Agreement, or any written amendmentor supplement thereto, an earnest effort shall be made to settle such differences

immediately in the following manner, provided it shall have been brought tomanagement's attention within TEN (10) working days of its occurrence (except in paymatters it must be brought to management's attention within TEN (10)workdays of thepayday when the error occurred) otherwise the matter shall not be given consideration.

Thereafter, the following procedure must be followed:

FIRST: The grieving employee, with a Steward if necessary, must verballypresent the issue to his or her supervisor. The supervisor should answeras soon as possible but can take up to FIVE (5)workdays.

SECOND: If the matter remains unresolved after that it must be put in writing and

given to the Plant Superintendent within five (5) workdays of the firststep answer. The Superintendent will give a written answer within five(5) workdays after receiving the grievance.

THIRD: If the grievance is not resolved after that, it will, within five (5) workdays,be referred to a meeting of the Plant Manager, the Local UnionPresident, and the Committee. The meeting will be held as soon aspossible, and not later than two (2) weeks after the second step answer.The Plant Manager must then give a written answer within five (5)workdays.

FOURTH: If the matter is not resolved after that, it will be referred to the International

Union Representative and the Companys Director of Industrial Relationswithin five (5) workdays after completion of the 3rd Step. The InternationalRepresentative shall contact the Director of Industrial Relations within ten(10) workdays of completion of Step 3 and they shall mutually agree upon ameeting date, if necessary. The Company shall give its written answerwithin ten (10) workdays after formal discussion of the grievance or withinten (10) workdays after the meeting.

FIFTH: If the matter is not resolved after that, the Union BusinessRepresentative shall advise the Director of Industrial Relations that theUnion wants to have the matter arbitrated. That notice shall be givenwithin one (1) month of the Step 4 answer. It will be in the form of the

Union's request to F.M.C.S. for a panel of seven arbitrators, andadvising the F.M.C.S. of the nature of the dispute. Upon receipt, theparties shall select the arbitrator by alternately striking a name from thelist.

The parties recognize that issues of concern to members and the Union, while notgrievances as defined herein, are matters about which the parties should communicate(including but not limited to questions on new and changed jobs). Requests by eitherparty to meet to discuss non-grievance issues will be handled promptly.

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5.2 The expenses of the Arbitrator shall be borne equally by the parties.

5.3 Time limits expressed above shall bar a grievance if not presented in accordancewith the limits but they can be extended with mutual agreement of the parties.

5.4 The arbitrator's decision shall be final and binding on the parties but his or herauthority shall be limited as follows:

(A) The arbitrator shall limit his or her decisions to matters of contractinterpretation.

(B) The arbitrator shall have no power to add to, alter, or delete anything in thisAgreement.

(C) An award of back pay, if any, shall not go back earlier than the date three (3)weeks before the grievance was first brought to management's attention.

(D) Any questions referred to the arbitrator on which he or she has no authority torule shall be referred back to the parties.

ARTICLE 6 DISCHARGE

6.1 The Company shall not discharge any employee without just cause. TheCompany shall furnish the affected employee the reason for discharge within two (2) daysfollowing discharge and provide the Union with a copy. If the Union challenges thedischarge, they shall notify the Company in writing within seven (7) days. The grievancewill then start with the Third Step of the Grievance Procedure.

ARTICLE 7 PROOF OF AGENCY

7.1 In further consideration of the mutual promises contained herein, the partieshereto expressly agree that neither party shall bring, or cause to be brought, any court orother legal administrative action against the other until the dispute, claim, grievance, orcomplaint shall have been brought to the attention of the party against whom it shall bemade, and the said party, after actual notice of same, shall fail to take steps to correct thecause or circumstances giving rise to such dispute, claim, grievance or complaint.

ARTICLE 8 SENIORITY

8.1Employees shall be regarded as probationary for the first SIXTY (60) calendar daysoftheir employment. There shall be no responsibility for re-employment of these

probationary employees, nor shall any grievance or claim be made by the Union if they aredischarged or laid off during this period. AfterSIXTY (60) calendar days of continuousemployment, their name shall be put on the seniority list in order of the day and hour theystarted work.

8.2 Where lay-off or reduction of work force occurs for a period of a week or more,seniority shall prevail, providing those employees remaining are qualified to perform workavailable. Employees may protest unsatisfactory action of the Company through theGrievance Procedure.

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8.3 In all cases of lay-off or reduction of work force of less than five (5) days in length,the Company shall give due consideration to seniority. Employees with the least seniorityshall be laid-off first and, upon recall, those employees having the greatest seniority shallbe called back first. If, for reasons of individual qualifications of the employee to performthe work in question for the efficient operation of the plant, this procedure cannot be

followed, the Company will notify the employee with a copy to the Union. It will be theprerogative of the employee to protest unsatisfactory action of the Company through theGrievance Procedure.

The Company shall give twenty-four (24) hours notice of all pending layoffswhenever possible.

8.4 To promote the greatest amount of efficiency, the Company may employ leadpersons where necessary. Lead persons shall be part of and work in the productiongroup. Lead people will be paid $1.00 per hour over their Straight Time Hourly Base Rateof pay based on their responsibility for machinery, production, and/or number of peoplethey lead. Lead person jobs are exempt from bidding.

8.5 The Company shall prepare a length-of-service list showing names of allemployees and dates of last hire. This list shall be placed on the bulletin board for aperiod of thirty (30) days, during which period of time it shall be the obligation of eachemployee and the Union to notify the Company in writing of any errors. This list shallthereafter be considered final and the Company shall furnish a copy to the Union, uponrequest.

8.6 When recall is necessary, the Company will notify the senior employee on layoffby personal contact or by certified letter, at their last known address, and the employeeshall be given up to five (5) days in which to return to work. Employees are encouraged toreturn to work as soon as possible after recall. It will be the responsibility of each

employee to make the Company aware of their address. Should an employee not returnat the end of six (6) days, he or she shall be considered to have quit, unless suchemployee shall have given notice to the Company, during this five (5) day period, of theirinability to return and arranged a mutually agreeable return to work date and also providesthe Union with a copy.

8.7 Notwithstanding any of the foregoing provisions of this Article, all seniority rightsand all other rights under this Agreement shall be lost and the employee shall beterminated if any of the following occurs:

(A) An employee quits of his or her own accord, or

(B) An employee is dismissed for just cause, or

(C) An employee does not return to work when recalled after layoff, unlessexcused for illness or other valid reason, or

(D) An employee with less than one year of service is absent from the payroll dueto layoff will have seniority protection equal to his or her length of service.

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(E) An employee with more than one (1) year of service is absent from the payrolldue to layoff will have seniority protection up to twelve (12) months.

(F) An employee is absent for three (3) consecutive workdays without notifyingthe Company unless the employee has a compelling, reasonable excuse for

such absence or non-notification.

8.8 When the Company deems a second or third shift operation is necessary, anotice will be placed on the bulletin board and all employees will be given the opportunityto exercise their seniority to work the shift they prefer.

In the event insufficient employees accept second or third shift, the Company will makeassignments from the bottom of the seniority list. More senior employees will be usedtemporarily until less senior employees are trained, not to exceed thirty (30) calendardays, except for sewing machine mechanics, tubers and press operators who may beretained on such job for a period not to exceed sixty (60) calendar days.

ARTICLE 9 JOB BIDDING

9.1 When a regular full time vacancy occurs in a newly created or full time job, the jobwill be posted for two (2) consecutive workdays and any employee who wishes to beassigned to the vacancy should sign their name on the bidding sheet. If no bid has beenreceived from such postings, the Company shall have the right to assign employees whoare not on the bid jobs starting with the least senior employee or shall have the right to hirenew employees to fill such vacancies.

At the end of the two (2) workdays, the job shall be awarded on the basis of seniority andability. In the event there is a question about the employee's ability, he or she shall begiven a reasonable trial period up to thirty (30) calendar days. If the selected employee

satisfactorily completes the trial period of the job, the employee shall be considered thesuccessful bidder and shall remain on the job at least six (6) months thereafter. The trialperiod may be extended by mutual agreement of the parties.

Management shall have the right to waive the six (6) month period if deemed necessaryupon notification to the Union.

In the event an employee is assigned to a vacant job and then fails to qualify during thetrialperiod, the employee shall be returned to the job that he or she occupied at the time ofthat bid. Until qualifications on the first vacancy are determined, vacancies resulting fromthe bidding shall not be posted, but shall be filled by temporary assignment.

An employee unable to bid a job due to vacation absence may claim such job, providinghe or she has previously notified management, in writing, of their intentions and possessesthe necessary seniority. In cases of inability to bid a vacant job due to absences createdby illness or injury, Management shall notify the affected individuals in writing. Theaffected individual shall have five (5) calendar days after receipt of the notification toindicate their intention to bid the job, in which case he or she shall be considered thesuccessful bidder as per this section.

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An employee bidding under situations specified in the above section must meet thefollowing conditions:

(A) Must possess necessary seniority.

(B) Must return to work within thirty (30) calendar days of notification of the bid.

(C)If conditions (A) and (B), above, are met, the affected employee must take the bidjob upon returning to work.

9.2 The Union shall receive copies of all awarded job postings.

9.3 Employees successfully bidding any job except number I jobsshall receive theStraight Time Hourly Base Rate of the job upon successfully bidding the job inaccordance with Section 9.1. Employees successfully bidding any number I job mayreceive progression increases of twenty five ($.25) per hour every thirty (30) days untilthey reach the Straight Time Hourly Base Rate. The thirty (30) day increment can beextended, one (1) time only, and the employee will be informed of any performance

issues. Employees who fail to progress shall be returned to their former job at the pay rateof their former job. Employees will not receive the rate of their new job until they arequalified on the job.

9.4 If a Number l job in a progression system becomes open and available, it will befilled by shift preference by seniority by other fully qualified operators holding the Number l

job in that progression system. The resulting vacancy shall be filled, by senioritypreference, by fully qualified persons holding the Number ll (learner) job in thatprogression system. If none of those Number ll people want to move up, the lowestseniority, fully qualified Number ll may be transferred to the vacant job. The resultingNumber ll opening and available job shall be filled by shift preference, by seniority, by fullyqualified Number ll job holders. The resulting number ll job shall be available for bidding.

The progression systems are:

Tuber Operator II to Tuber Operator ISewing Machine OPERATOR to Sewing Machine MechanicIPress Operator II to Press Operator I or W&H Press Operator IPINCH OPERATOR TO PINCH MECHANIC IShipping Receiving Clerk II to Shipping Receiving ClerkI

9.5 Upon mutual agreement of the Company and Union, an employee canrelinquish rights to a bid job. If such agreement is made, the employee will be moved to

the

non-bid job, then available and vacant, and must then remain in that job at least six (6)months

after that transfer.

ARTICLE 10 PART TIME EMPLOYEES

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10.1 Part time employees, which includes summer replacements, shall not accrueseniority for purposes of layoff, recall, or job preferences while they are listed as such.

Seniority shall accrue from the original date of the employee's hire when the employee ishired as a regular full time employee.

10.2 Payment to this type employee under the Holiday and Funeral leave sectionsshall be based on the average hours worked per day during the ninety (90) day periodimmediately preceding the Holiday or Funeral leave in question. This average hoursworked per day is arrived at by dividing the employee's total hours worked during theninety (90) day period referred to above by the total number of production days scheduledduring this same ninety (90) day period.

The Company also may utilize so-called temporary "contract labor" personnel to meetproduction requirements. Such personnel are not Company employees and are notsubject to, or covered by the terms of this Agreement. Such "contract labor" shall notpermanently displace bargaining unit employees.

10.3 No work shall be performed by part time, temporary, summer replacementemployees, or contract personnel while regular employees are on layoff.

10.4 Health and Welfare plan benefits, paid vacation, jury duty reimbursement,pension plan benefits, and any other benefits, detailed in this Agreement are not availableto part-time, seasonal and temporary employees, unless specifically stated otherwisewithin this Agreement.

ARTICLE 11 LEAVES OF ABSENCE

11.1 Any employee desiring a leave of absence shall make the request in writing to theCompany. A copy of the letter of permission from the Company shall be given to the

Union if the leave will be for more than thirty-one (31) days. Inability to return to work dueto illness or injury shall not result in loss of seniority rights, provided the employee returnsto work within one year from the beginning of the leave period. The Company will complywith all federal and state laws in administering this Article.

ARTICLE 12 DEATH IN FAMILY

12.1 In the event of death of an employees spouse, child, mother or father theemployee shall be permitted, if necessary, a maximum of four (4) consecutive calendardays off, one of which must be the day of the funeral. In the event of death of amember of the immediate family of an employees brother or sister, mother-in-law orfather-in-law OR GRANDCHILD, the employee shall be permitted, if necessary, a

maximum of three (3) consecutive calendar days off, one of which must be the day ofthe funeral.In the event of death of the grandparents, brother-in-law, sister-in-law of theemployee's spouse, or the employees biologically related uncle or aunt the employeeshall be permitted one (1) day off to attend the funeral. Only if any of these days arescheduled workdays for an employee, shall there be compensation for time lost at his orher straight time hourly rate of pay. Such days are not to be considered time worked, forthe purpose of computing overtime. In no event shall an employee receive duplicatepayment wherein he or she is presently receiving holiday, vacation or compensation pay.

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Proof of death, relationship, date of funeral, and residence of deceased shall befurnished to the Company to its satisfaction by an employee, to pay hereunder.

ADD ABOUT LOA FOR OUT OF STATE FUNERAL

ARTICLE 13 STRAIGHT TIME HOURLY BASE RATES

13.1 A Straight Time Hourly Base Rateschedule, marked Schedule "A", setting forththe wage rates for the various classifications and occupations represented in theperformance of all work is attached hereto, and made a part hereof.

13.2 A premium of TWENTY FIVE ($.25) cents per hour will be paid for workperformed on the second shift, and a premium ofTWENTY FIVE($.25) cents per hour willbe paid for work performed on the third shift.

13.3 Pay Date, Frequency and Method

Company reserves the right to change the frequency and method it applies to issue pay

to employees, including, but not necessarily limited to, changing to bi-weekly pay, payingby direct deposit of pay, sending pay by regular mail distribution, etc.

When Company determines to pay employees by so-called direct deposit (electronicallytransferring funds from Company to an account in the employees name at a bank orsimilar institution that accepts direct deposit), employees shall comply with Companyrequirement to accommodate said direct deposit.

ARTICLE 14 HOLIDAYS

14.1 All employees, except for part-time employees as covered in Article 10, shallreceive eight (8) hours of pay at their regular straight time hourly rate for the following

holidays, not worked, which occur after they have completed their probationary period,provided THE EMPLOYEE MUST WORK AT LEAST 6 HOURS ON THEIRSCHEDULED WORKDAY IMMEDIATELY PRIOR TO AND IMMEDIATELYFOLLOWING THE HOLIDAY AND MUST BE AT WORK AT THE END OF THESCHEDULED SHIFT IMMEDIATELY PRECEDING THE HOLIDAY AND AT THEBEGINNING OF THE SHIFT IMMEDIATELY FOLLOWING THE HOLIDAY, UNLESSEXCUSED FROM ATTENDANCE AT WORK FOR JUSTIFIABLE CAUSE.

New Year's Day Thanksgiving DayGood Friday Day after Thanksgiving

Day before ChristmasMemorial Day Christmas Day Fourth of July

Employee's BirthdayLabor Day Floating Holiday

For the purpose of holiday pay, a week shall mean Monday through Sunday.

Shift premium will be included in holiday pay when part of employee's regular pay.

14.2 In case of layoff, the provision for working the day following the holiday shall bewaived.

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14.3 In the event that work is performed on any of said holidays, time and one-half(1) pay in compensation thereof shall be paid in addition to the holiday pay herein aboveprovided.

14.4 For the purpose of holiday pay, when worked, the holiday will begin with the

scheduled starting time of the first (1st) shift of the holiday and end with scheduled quittingtime of the third (3rd) shift, regardless of the calendar date.

14.5 If a holiday occurs on a Friday or Monday, the Saturday closest thereto shall notbe considered as the scheduled day after for qualifying for holiday pay.

14.6 If a holiday occurs on a Saturday or Sunday, Management will post notice oneweek in advance indicating whether or not that holiday will be observed on a regularscheduled workday.

14.7 Employees will not qualify for the Floating Holiday until they complete one (1) fullyear of service with the Company.

ARTICLE 15 HOURS AND WORKING CONDITIONS

15.1 The regular workweek shall be Monday through Sunday. The regular work hoursshall be eight (8) hours per day and/or forty (40) hours per week. Time and one-half (1)shall be paid for work performed in excess of eight (8) hours per day, and on Saturday,provided employees have worked part of each of the preceding five (5) days. Double timeshall be paid for all work performed on Sunday provided the employee worked part ofeach of the preceding five (5) scheduled days. Time lost due to holidays, vacations, juryduty, and temporary layoff shall be considered time worked for purposes of Saturday paycomputation.

Two (2) ten (10) minute rest periods shall be granted during the workday for all employeescovered under this Agreement. If an employee is scheduled to work ten (10) hours ormoreon any day, such employee shall be given an additional ten (10) minute rest period afterthe employee completes at least eight (8) hours of work on that day.

For the purpose of determining shift premium, the first (1st) shift shall be that shift thatstartswork between 4:00 A.M. and Noon.

Shift premium shall be paid according to the shift the employee starts work on and willcover all hours worked.

15.2 Overtime shall be distributed employees first to the person then working the jobthat requires the overtime, then to other qualified employees who then hold that same job,thereafter to available regular employees who are the qualified to do the job, always takinginto consideration the employees qualifications to perform the available work.

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15.3 Should the Company find it necessary to modify the hours of work, the Companywill meet with the Union to discuss the change. The Company may, after consulting withthe Union, change to other hours.

ARTICLE 16 REPORTING PAY

16.1 When reporting for work or called to work, employees shall be guaranteed aminimum of four (4) hours of work or four (4) hours of pay at their regular straight timehourly rate or overtime rates, whichever is applicable, unless failure to provide work forthat time is for reason beyond the control of the Company.

ARTICLE 17 TEMPORARY TRANSFER

17.1 Any employee transferred from his or her regular job for the Company'sconvenience shall be paid as follows:

(A) If such transfer is to a higher rated job, the employee shall be paid the higherStraight Time Hourly Base Rate for the entire day provided the employee

works a minimum of three (3) hours on the higher rated job.

(B) If such transfer is to a lower rated job, the employee shall continue to receivehis regular straight time hourly rate of pay.

(C) If such transfer is at the employee's request the employee shall be paid hisor her regular rate, or the Straight Time Hourly Base Rate of the jobtransferred to, whichever is less.

17.2 If a temporary transfer is for the purpose of enabling a committee member to beoff work for short duration (Union monthly meetings) employees transferred for that reasonshall, if transferred to a higher rated job, be paid the higherStraight Time Hourly Base

Rate only for time spent on the job provided such employee works a minimum of three (3)hours on the higher rated job.

ARTICLE 18 SAFETY AND HEALTH

18.1 The Company will provide and maintain all reasonable safeguards dealing withHealth and Safety as required by existing laws and regulations of State, Federal, andLocal Government agencies.

18.2 The Company shall provide such safety equipment it deems necessary to theemployees at no cost to the employees. Reasonable rules of Safety and Health will be setup and these rules are to be followed by all employees.

18.3 Employees shall report to their supervisor all hazards or unsafe conditions theyencounter in the plant. A committee composed of three (3) members of the bargainingunit (DESIGNATED BY THE UNION) and designated members of management will meetto discuss safety problems of mutual concern.

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Such meetings shall be held as needed, but not more frequently than once a month andemployees shall be paid for time spent at such meetings up until the end of suchemployee's normal shift.

18.4 If there are irreconcilable differences between the Safety Committee and theCompany regarding a safety matter, such difference shall be resolved through the

grievance procedure provided elsewhere in this Agreement.

ARTICLE 19 VACATIONS

Employees covered by this Agreement shall receive vacation pay in accordance with thefollowing.

19.1 The Vacation Qualifying Year shall be from January 1 through the followingDecember 31.

19.2 An employee entering the Armed Services, and any employee who resigns withat least one (1) week of advance notice, will receive any vacation which such employee

earned but had not taken.

19.3

(A) Employees who are on the payroll as of December 31st of each VacationQualifying Year and have completed their probationary period shall earnvacation time off and vacation pay as follows:

(1) Employees with less than three (3) years of service as of December 31stof the Vacation Qualifying Year shall earn vacation pay based on 2% oftheir gross earnings earned during the Vacation Qualifying Yearaccording to their W-2. However, new hires must complete one full year

of service (12 continuous months) in order to collect vacation earned asof December 31st after they were hired.

(2) Employees with less than three (3) years of service as of December 31stof the Vacation Qualifying Year shall earn 1/12th of 40 hours (3.33hours) of time off for each month worked during the Vacation QualifyingYear.

NOTE: Applicable to calculation of vacation for the above and all otheremployees, the following shall also apply: Employees must work 50% oftheir availabletime in any month to earn credit for the month. Time lost due to

negotiated time off (example, Holidays - Funeral Leave) shall be countedas time worked for computing vacation time off.

(B) All employees who, as of December 31st of the Vacation Qualifying Year,have completed more than two (2) but less than three (3) years of service shallreceive, in addition to pay and time off according to the above sub-section (A),additional time off and pay based on time worked from their anniversary dateto that December 31st. That pro-rata additional time off and pay shall be basedon that persons primary vacation as calculated in accordance with the above

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sub-section (A), and shall be 1/12th of that primary vacation time off and paymultiplied by the number of months of work by the employee from his or heranniversary date to that December 31st.

The same method of calculating pro-rata vacation shall also apply to employees whomeet the following years of service requirements:

(1) Those who, as of December 31st of the Vacation Qualifying Year havecompleted more than six (6) but less than seven (7) years of service,and,

(2) Those who, as of December 31st of the Vacation Qualifying Year havecompleted fourteen (14) but less than fifteen (15) years of service.

(C) Employees who have three (3) or more years of service as of December 31stof the Vacation Qualifying Year shall be entitled to twice the vacation time offand pay specified in the above sub-sections (A) (1) and (2).

(D) Employees who have seven (7) or more years of service as of December 31stof the Vacation Qualifying Year shall be entitled to three (3) times the vacationtime off and pay specified in the above sub-sections (A) (1) and (2).

(E) Employees who have fifteen (15) or more years of service as of December31st ofthe Vacation Qualifying Year shall be entitled to four (4) times the vacationtime off and pay specified in the above sub-sections (A) (1) and (2).

19.4

(A) The Company shall post notice in the plant no later than December 1 st if there is

to be a shutdown period for the purpose of vacations, but no employee will berequired to take his or her vacation at that time.

(B) A vacation sign up period shall be established. If employees sign up during

that period their vacation requests shall be honored on the basis of senioritysubject to the maximum number of people who can be given vacation atany time and the efficient operation of the plant. Vacation requests given tothe Company at anyother time will be handled on a first-come, first-served basis, subject to thesame maximum number and efficiency limits. The vacation sign up period willbe March each year.

(C) Choice of vacation weeks shall be mutually agreed upon between theCompany and the employee. Vacation is not available to any employee in lieuof time off.

19.5 Vacations may be taken from January 1st to December 31st during the yearfollowing the Vacation Qualifying Year. It is further agreed that vacation pay may be paidin advance of vacation.

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19.6 Employees who take their vacations during a period in which there is acontractually providedholiday shall be granted an additional eight (8) hours of pay or anadditional day's vacation.

19.7 Time lost (during the Vacation Qualifying Year) due to illness not to exceed thirty(30) days or compensable injury not to exceed six (6) months shall be considered as time

worked for the purpose of computing vacation. The employee's regular straight timehourly rateand no more than forty (40) hours per week shall be used when computingvacation pay.

19.8 Company applies the Family and Medical Leave Act (FMLA) at this locationregardless of whether or not it is obligated to do so under applicable law. If FMLAapplication is not required by applicable law, the parties understand that Company retainsfull, complete and unrestricted rights to establish, amend continue or discontinue suchguidelines, procedures or and requirements it may determine to adopt to enable, assistand otherwise promote its FMLA application.

As of the effective date of this Agreement, Company requires that for each FMLA time

off hour that would not otherwise be paid by the Company or by or through any benefitplan provided in whole or part by the Company, employees shall use any paid time offhours and pay (including but not limited to vacation and holiday pay) for which they areeligible. This means that each FMLA time off hour that would not otherwise be paid timeoff shall be paid by applying to that time off any vacation and holiday paid time offavailable to the employee when he/she takes an FMLA time off hour. To the extent thatFMLA time off is paid by substituting the employees vacation time off and pay or othersuch paid time off, then, upon the completion of the FMLA time off, the balance of thevacation or other paid time off available to the employee that was not applied to theFMLA time off will be available to the employee as provided elsewhere in thisAgreement.

ARTICLE 20 HEALTH & WELFARE PLAN

20.1 Attached and made a part hereof is Schedule B indicating the benefits availableto employees who have completed SIXTY (60) calendar days and are actively on thepayroll.

ARTICLE 21 RETIREMENT PLAN

21.1 Attached and made a part hereof is Schedule C indicating the pensionRETIREMENT PLANin which the company will participate.

ARTICLE 22 RIGHTS OF MANAGEMENT

22.1 The right to hire, layoff, promote, demote, transfer, discharge for just cause,maintain discipline, require observance of company rules and regulations, and maintainefficiency of the operation is the responsibility of the Company. Union members shall notbe discriminated against, and the Company shall not abuse these rights in violation of theprovisions of this Agreement. In addition, the Company has the exclusive duty and right tomanage the business, direct the working forces, the methods, processes and means ofmanufacturing, and schedule work and production. The foregoing enumeration ofManagement's rights shall not be deemed to exclude other functions not set forth.

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ARTICLE 23 JURY DUTY

23.1 Any employee with seniority who is required to serve on a jury and who misseswork during the regular workday shall be reimbursed by the Company for such time lost inan amount equal to that employee's regular Straight Time Hourly Rateof pay multiplied bythe number of hours lost from the regular workday, less any amount of compensationreceived by the employee for such jury duty, subject to the following provisions:

(A) The maximum number of hours per day or per week shall be eight (8) andforty

(40) respectively and in no case shall any employee receive reimbursementfor any overtime hour, or at any overtime premium, or penalty rate of pay, norshall this be any guarantee of payment for these maximum hours per day orper week unless the employee's active jury duty service resulted in loss of

work of such amounts.

(B) No reimbursement shall be made for such jury duty that occurs when anemployee

is on layoff, leave of absence of any kind, vacation, holiday, or not working forany other reason.

(C) The Company's obligation for such jury duty reimbursement shall begin on thefirst day of the employee's active service on the jury and continue through, butnot longer than the tenth (10th) calendar day thereafter.

(D) Certification, by proper authority, of all amounts received by the employee for

such service shall be provided the Company by the employee in order toqualify for reimbursement.

ARTICLE 24 TRUCK DRIVERS

24.1 Driver Expenditures:

(A) All expenses must be covered by bona fide receipts in order to be reimbursed.

(B) Drivers will be reimbursed for ALL REASONABLE AND CUSTOMARYEXPENSES UPON APPROVAL BY THE COMPANY IN THE ACTUALAMOUNT OF THE EXPENDIUTURE AS EVIDENCED BY A RECEIPT FOR

THE EXPENSE.INCURRING AND SUBMISSION OF EXPENSES.

24.2 Delays beyond the control of the driver:

(A) On delays (breakdown, impassable highways, or violations of DOT, Federal,State, or City regulations -- through no fault of the driver) drivers shall be paidthe minimum Truck Driver Off Duty Straight Time Hourly Base Rate for all

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time spent on such delays not to exceed more than eight (8) hours per 24 hourperiod nor to exceed beyond the normal quitting time during the normalworkweek. If a driver is required to remain with the equipment during suchabove noted delays, he or she shall be paid for this time (provided it falls withinDOT regulations) at the rate specified in this Agreement.

(B) On all cases of breakdowns and other lengthy delays, drivers shall promptly callthe Company advising them of the problem and await instructions.

(C) If a layover is required due to the delays it will be in accordance with the abovesection.

24.3 Work Period:

(A) A normal workday shall be 8 hours and a normal workweek 40 hours.

(B) Drivers must observe DOT regulations in regards to hours in determining howmany hours may be worked each day and each week.

(C) All employees covered by this Agreement, shall be paid for all time spent inthe

service of the Employer. Time shall be computed from the time the employeereports in for work and registers it on his or her time card and Drivers Log, untilthetime he or she is effectively released from duty.

24.4 Work Agreement:

(A) All drivers will, subject to seniority, be given the opportunity to work in theplant if no driving is available, subject to Items (D) and (E), below.

(B) Overtime will be computed in the same manner as for other employees perthe overtime article.

(C) On two-employee trips, the Company will pay $.02 per mile for all miles theemployee logged in the sleeper berth.

(D) Drivers shall be paid Truck Driver's On-Duty Straight Time Hourly Base Ratefor all hours worked per day if he or she has driven four (4) hours or moreduring the scheduled workday.

(E) Drivers shall be paid the off-duty rate for all hours worked per day if he or shehas driven less than four (4) hours during the scheduled workday.

24.5 If Company decides to contract-out its trucking operation, it will negotiate theaffects of that decision with the Union.

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ARTICLE 25 STRIKES AND LOCKOUTS

25.1 The Company agrees that so long as this Agreement is in effect there shall be nolockouts. The Union agrees that so long as this Agreement is in effect, there shall be nostrikes or stoppages of work. Violation of the foregoing provisions may be made thesubject of disciplinary action.

ARTICLE 26 WAIVER

26.1 The parties acknowledge that during the negotiations which result in thisAgreement, each had the opportunity to make demands and proposals with respect to allproper subjects of collective bargaining and that all such subjects have been discussedand negotiated upon, and the agreements contained in this contract were arrived at afterthe free exercise of such rights and opportunities.

26.2 This Agreement is complete in writing and excludes all matters from furthernegotiations for its duration whether or not previously mentioned, and except asspecifically provided to the contrary herein. Further, this Agreement shall not be

amended, changed, altered, or qualified, except by an instrument in writing duly signed bythe parties signatory hereto.

26.3 Should any provision of this Agreement be, or become, illegal under any law,amended law, or regulation of the United States or of the State in which this plant islocated, or of a local government unit with jurisdiction over the plant site, or by decree of acourt of competent jurisdiction, such provision shall be null and void, but the remainingprovisions of this Agreement shall continue in full force and effect.

ARTICLE 27 DISCRIMINATION

27.1 The Company and the Union agree not to discriminate against any employee

because of Union activities, race, color, creed, religion, sex, Vietnam era veteran,national origin, or age.

27.2 The use of any pronoun and all job titles that might be interpreted to refer to onesex shall be interpreted to refer to both sexes equally.

ARTICLE 28 NOTIFICATION

28.1 Any notice to any employee required under the terms of this agreement, or for

any purpose to accommodate the business needs of the company, shall be properlygiven if delivered in person, or by telegram, certified mail, FAX or telephone to the lastaddress or telephone number of which the employee has advised the Company inwriting. Should any employee refuse to give, or cannot give the Company address andtelephone information, that employee waives any right to such notice, to the extent thatright can be waived under applicable law, and any obligation of the Company to notifysuch employee shall be considered properly met even if the Company does not take anyaction to give any notice to such employee.

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ARTICLE 29 TERM OF CONTRACT

29.1 This Agreement shall supersede all prior and existing agreements and shallbecome effective at 12:01 A.M. on,OCTOBER 3, 2010 and remain in full force and effectuntil midnight, OCTOBER 2, 2013 and from year to year thereafter, unless either partyshall notify the other by registered mail, sixty (60) days prior to the end of any yearly period

of its desire to modify or terminate the terms thereof.

29.2 Notice hereunder shall be given by registered mail, be completed by and at thetime of mailing, and if by the Company, shall be addressed to:

USWPO Box 607

Hastings, Minnesota 55033

And if by the Union, shall be addressed to:

Greif Paper, Packaging & Services LLC

2750 W. 145th StreetRosemount, Minnesota 55068

Either party may, by like written notice, change the address to which registered mail noticeto it shall be given.

IN WITNESS HERETO representatives of the parties hereto affix their signatures thisSEPTEMBER 30, 2010.

USW ON BEHALF OFLOCAL UNION 717 GREIF, Inc.

________________________ _________________________

________________________ _________________________

________________________ __________________________

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________________________ __________________________ Chris Lopez, Director of

Industrial Relations________________________

President Local No. 717

________________________International Representative

SCHEDULE "A"Straight Time Hourly Base Rates

Press AreaEffective 10-

3-10Effective10-03-11

Effective 10-03-12

W&H Press Operator I $19.45 $19.84 $20.23

Press Operator I $18.68 $19.06 $19.44

Press Operator II (Helper) $15.15 $15.45 $15.76

Tubing Area

Tuber Operator I $18.92 $19.30 $19.69

Tuber Operator II (Shafter) $16.41 $16.74 $17.07

Closing Area

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B.3 Part-time and temporary employees are not eligible for any of these benefitsunless otherwise provided in and by the plan and the Administrative Guidelines.

B.4 The Company assumes no greater responsibility and/or liability than to make therespective plan(s) available to eligible and enrolled Employees strictly and only incompliance with the terms and conditions of the Companys plan(s) and applicable

Administrative Guidelines and as such terms and conditions and AdministrativeGuidelines may be amended by the Company from time to time. The Company has theexclusive right to determine the benefit carrier, provider and/or administrator, if any, andthe administrative practices and procedures applicable to its benefit plan(s).

B.5 The Life Insurance, ADD, STD and Health plan benefits available to Employees onthe effective date of this Agreement shall remain in effective only through December 31,2010.

B.6 Effective 12:01 AM January 1, 2011, the following shall become effective:

A. Group health benefits (including medical, prescription drug, dental, vision,

[optional: flexible spending account ] (and employee assistance plan coverage)shall be available to Employees under the same terms as offered to theCompanys administrative employees. The Company reserves the right toincrease, decrease, supplement or otherwise change any benefits and theAdministrative Guidelines and/or procedures and requirements applicablethereto.

An Employee shall be required to contribute a bi-weekly payroll deduction-contribution toward the cost of health and welfare benefits on the same terms asoffered to the Companys administrative employees.

A bi-weekly payroll deduction-contribution toward the cost of providing the

applicable group health benefits is required of each Employee as a condition ofplan participation and eligibility.

It is expected the biweekly payroll deduction-contribution for benefits will changeduring the term of this Agreement. Employees will be informed of any such ratechanges at least thirty (30) days in advance.

If, during the term of this Agreement, Company adopts a policy applicable toadministrative employees of the Company which has the effect of changing (a)the benefits available under the Health Plan components, and/or (b) theapplicable payroll deduction-contribution, the changes will become effective forEmployees covered by this Agreement upon thirty (30) days advance notice.

During collective bargaining of this Agreement, the payroll deduction-contributionpercent and any change thereto was referred to as the Policy percent.

B. Life Insurance with Accidental Death and Dismemberment benefit (Life Insurancewith ADD)

The Principal Amount of Life Insurance and maximum amount of ADD benefitavailable to eligible and participating Employees on January 1, 2011 remains

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unchanged. Any and all Life Insurance and ADD benefit is available to eligibleand enrolled Employees only and strictly in compliance with the terms andconditions of the Companys Life Insurance plan for unionized employees andthe Companys Administrative Guidelines applicable thereto. The PrincipalAmount of Life Insurance and maximum ADD benefit amount available to aneligible, enrolled and covered Employee is indicated and characterized, but not

specified, by the following: an amount equal to the benefit qualifying Employeesregular job Straight Time Base Hourly Rate in effect on the date he/she lastperformed work prior to his/her benefit qualifying event, multiplied by the numberof hours for which the Employee was regularly and usually scheduled to performwork each week (up to a maximum of forty [40] hours per week) multiplied byfifty-two (52) weeks, rounded to the next higher $1,000.00.

The Life Insurance with ADD benefit includes a benefit reduction feature. Uponreaching age sixty-five (65) years the maximum benefit amounts for an insuredperson is sixty-five percent (65%) of the amount such person would have ifhe/she were younger than age sixty-five (65) years and upon reaching ageseventy (70) years the maximum benefit amounts for such insured person is fifty

percent (50%) of the amount he/she would have if he were younger than agesixty-five (65) years, subject to the provisions of the Plan.

Employees may also elect to purchase supplemental group term life insurance attheir own cost.

C. Short Term Disability Benefit (STD)

The STD plan benefit available to eligible and participating Employees onJanuary 1, 2011 remains unchanged. Such benefit(s) are provided only andstrictly in compliance with the terms and conditions of the plan(s) and theCompanys Administrative Guidelines applicable thereto.

The maximum STD weekly benefit is equal to one-half the disabled Employeesregular job Straight Time Base Hourly Rate in effect on the date he/she lastperformed work prior to the onset of a qualifying disability, multiplied by thenumber of hours for which the Employee is regularly and usually scheduled toperform work each week, up to a maximum of forty (40) hours per week. (Formost regular full time employees this formula will usually provide a weeklymaximum benefit about equal to twenty [20] hours of the disabled employeesStraight Time Base Hourly Rate of pay in effect when the disability began).

B.7 Benefit Termination and Continuation:

The provisions of the Health, Life Insurance, ADD, STD plan(s) and theCompanys Administrative Guidelines applicable thereto strictly and only apply todetermine when any such benefit terminates for any Employee and/or his/herQualifying Beneficiary(ies) if the Employee is no longer actively working and whenand how an Employee may continue such benefits after the benefit(s) terminationdate, if such continuation provision applies.

Any such benefit continuation period(s) are strictly and only provided inaccordance with the minimum requirements of the Consolidated Omnibus Budget

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Reconciliation Act of 1987 and no such period shall serve to extend any requiredminimum COBRA continuation period or otherwise impose upon the Companyany liability exceeding that of COBRA. It is also understood that the Family andMedical Leave Act may impose on the Company certain employment and benefitobligations and Company must and shall comply with those requirements. Suchcompliance shall not be the basis of any grievance or complaint, nor shall any

Arbitrator beempowered to make any ruling in regard to the Companyscompliance with such laws.

Nothing herein shall be interpreted to make the FMLA and/or similar State lawapplicable to this location if it is not otherwise required to be applicable under theterms and conditions of the FMLA or such law and if the Company voluntarilyapplies FMLA provisions to this location, no contractual obligation to continuethat voluntary benefit is implied thereby.

SCHEDULE C PENSIONEFFECTIVE JANUARY 1, 2007

C.1 Effective January 1, 2004 the name of the Retirement Plan for Certain Hourly Employees ofGreif Bros. Corporation changed to the Greif Pension Plan (the Plan) and qualifying service,for pension purposes on and after that date is subject to the Greif 1% Career Average benefitstructure and the Plan provisions that govern that benefit structure as same may be amendedfrom time to time.

C.2 Employee eligibility, benefit qualification and other matters concerning participation in the

Greif Pension Plan shall be in accordance with the terms and conditions of the Plan asdetermined by the Plan Sponsor and same may be amended from time to time.

C.3 Prior to January 1, 2004, employees participated in what is now referred to as the BenefitMultiplier benefit structure of the Greif Pension Plan (formerly referred to as the RetirementPlan for Certain Hourly Employees of Greif Bros. Corporation). Effective on and after thatdate, no future benefits will accrue under that benefit structure. Until midnight December 31,2003, the Benefit Level Amount and Benefit Units were as follows:

BenefitLevel

Effective Benefit Units Amount

December 1, 1998 26 Benefit Units $11.00December 1, 1999 27 Benefit Units $12.00December 1, 2000 28 Benefit Units $13.00December 1, 2001 29 Benefit Units $15.00December 1, 2002 30 Benefit Units $15.00

C.4 Certain employees hired before November 20, 1987, participated in the OCAW UnionIndustry Pension Fund prior to that date and had acquired vested benefits as of November 20,

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1987. The total benefits payable to those OCAW vested employees under the Benefit Multiplierbenefit structure of the Greif Pension Plan upon retirement shall be that to which they are, orbecome entitled to under the terms of the Benefit Multiplier benefit structure, less the amount oftheir OCAW benefit.

C.5 EFFECTIVE ON AND AFTER JANUARY 1, 2011, ANY EMPLOYEE

HIRED OR REHIRED BY GREIF, INC (WITH A BREAK IN SERVICE OF 60DAYS OR GREATER) WILL BE INELIGIBLE TO PARTICIPATE IN ANYDEFINED BENEFIT RETIREMENT OR PENSION PLAN SPONSORED BYGREIF, INC. DESCRIBED HEREIN. EMPLOYEES HIRED OR REHIRED(WITH A BREAK IN SERVICE OF 60 DAYS OR GREATER) BY GREIF, INC.ON OR AFTER JANUARY 1, 2011 WILL RECEIVE AN AUTOMATICEMPLOYER CONTRIBUTION TO THE EMPLOYEES GREIF 410(K)RETIREMENT PLAN ACCOUNT IN AN AMOUNT EQUAL TO 3% OFELIGIBLE COMPENSATION PER PAY PERIOD. THE INDIVIDUALEMPLOYEE WILL HAVE CONTROL OF THEIR INDIVIDUAL ACCOUNT, MAYMAKE ADDITIONAL DEFERRALS TO THE ACCOUNT CONSISTENT WITHLAW AND THE PLAN PROVISIONS AND WILL HAVE INVESTMENT

OPTIONS AVAILABLE CONSISTENT WITH THE TERMS OF THE PLAN.THE VESTING SCHEDULE FOR ANY EMPLOYER CONTRIBUTIONS IS 20%A YEAR WITH 100% VESTED AFTER FIVE YEARS.