FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

          FIRST AMENDMENT (this "FIRST AMENDMENT"), dated as of July 12,
2002 to the Agreement and Plan of Merger, dated as of May 25, 2002, among
GS Berry Acquisition Corp., a Delaware corporation, GS Capital Partners
2000, L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital Partners
2000 GmbH & Co. Beteiligungs KG, Bridge Street Special Opportunities Fund
2000, L.P., GS Capital Partners 2000 Employee Fund, L.P. and Stone Street
Fund 2000, L.P., BPC Holding Corporation, a Delaware corporation, Berry
Plastics Corporation, a Delaware corporation, the Stockholders of Holding
listed on SCHEDULE I attached thereto, Atlantic Equity Partners
International II, L.P., J.P. Morgan Partners (SBIC), LLC, BPC Equity, LLC
and Ira G. Boots, an individual (as amended, supplemented or otherwise
modified from time to time, the "AGREEMENT").

     WHEREAS, the parties hereto desire to amend the Agreement pursuant to
Section 11.8 thereof in the manner set forth below.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.        All terms used herein which are defined in the Agreement and
not otherwise defined or amended herein are used herein as defined in the
Agreement.

     2.        Section 3.2(c) of the Agreement is hereby amended by
inserting the following after the words "Per Share Cash Holdback Amount":

          ", which amounts shall be paid from an account established by
     Buyer and funded solely with equity contributions from the
     stockholders of Buyer".

     3.        The parties hereto hereby acknowledge and confirm that the
Agreement is, and shall continue to be, in full force and effect and is
hereby ratified and confirmed in all respects except that on and after the
date of this First Amendment all references in any related document to "the
Agreement", "the Merger Agreement", "thereto", "thereof", "thereunder" or
words of like import referring to the Agreement shall mean the Agreement as
amended by this First Amendment.

     4.    (a) This First Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts,
each of which shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.

          (b)  Section and paragraph headings are included for convenience
of reference only and shall not constitute a part of this First Amendment
for any other purpose.

                                 *   *   *



     IN WITNESS WHEREOF, this First Amendment has been signed on behalf of
each of the parties hereto as of the date first written above.

                              GS BERRY ACQUISITION CORP.



                              By:________________________________
                                 Name:
                                 Title:



                              GS FUNDS:

                              GS CAPITAL PARTNERS 2000, L.P.
                              By:  GS Advisors 2000, L.L.C., its general
                              partner


                              By:________________________________
                                 Name:
                                 Title:



                              GS CAPITAL PARTNERS 2000, OFFSHORE,
                                  L.P.
                              By: GS Advisors 2000, L.L.C., its general
                              partner


                              By:________________________________
                                 Name:
                                 Title:



                              GS CAPITAL PARTNERS 2000, GMBH & CO.
                                 BETEILIGUNGS KG

                              By:  Goldman Sachs Management GPGmbH, its
                                 general partner



                              By:_________________________________
                                 Name:
                                 Title:


                             - 2 -



                                 BRIDGE STREET SPECIAL OPPORTUNITIES FUND
                                 2000, L.P.
                              By:  Bridge Street Special Opportunities
                                 2000, L.L.C., its general partner

                              By:_________________________________
                                 Name:
                                 Title:



                                 GS CAPITAL PARTNERS 2000 EMPLOYEE FUND,
                                 L.P.
                              By:  GS Employee Funds 2000, L.L.C., its
                                 general partner


                              By:_________________________________
                                 Name:
                                 Title:



                                 STONE STREET FUND 2000, L.P.
                              By:  Stone Street 2000, L.L.C., its general
                                 partner


                              By:_________________________________
                                 Name:
                                 Title:


                              BPC HOLDING CORPORATION


                              By:_________________________________
                                 Name:
                                 Title:


                              BERRY PLASTICS CORPORATION


                              By:_________________________________
                                 Name:
                                 Title:


                              - 3 -




                                 SELLERS:



                              By:  _______________________________
                                   Ira G. Boots



                              By:  _______________________________
                                   James M. Kratochvil



                              THE JAMES M. KRATOCHVIL CHARITABLE REMAINDER
                                 UNITRUST


                              By:  _______________________________
                                   James M. Kratochvil, as Trustee


                             - 4 -



                                 ATLANTIC EQUITY PARTNERS
                                 INTERNATIONAL II, L.P.

                              By:  Atlantic Equity Associates
                                  International II, L.P., its General
                                 Partner

                              By: Buaron Holdings Ltd., its Managing
                                 General Partner

                              By:_________________________________
                                 Name:
                                 Title:



                              BPC EQUITY, LLC

                              By:  Aetna Life Insurance Company, its Member



                              By:_________________________________
                                 Name:
                                 Title:



                              J.P. MORGAN PARTNERS (SBIC), LLC

                              By:

                              By:_________________________________
                                 Name:
                                 Title:



                              THE NORTHWESTERN MUTUAL LIFE INSURANCE
                                 COMPANY



                             By:_________________________________
                                Name:
                                Title:


                                   - 5 -