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               PACTIV CORPORATION 2002 INCENTIVE COMPENSATION PLAN

                        PERFORMANCE SHARE AWARD AGREEMENT


  _________________________
  Participant

  Pursuant to the provisions of the Pactiv Corporation 2002 Incentive
  Compensation Plan, you were granted an Award of ________ Performance Shares,
  on ______________ ("Grant Date"). The Restricted Period applicable to the
  Award begins on the Grant Date and ends on ________________, subject to the
  performance targets established at the beginning of each measurement period by
  the Compensation/Nominating/Governance Committee. The performance targets may
  be further adjusted by the Committee to reflect the effects of any Corporate
  Transaction to the extent allowed by Internal Revenue Code Sec. 162(m) and the
  regulations thereunder. During the Restricted Period, and until all conditions
  imposed on the shares are satisfied, the Performance Shares are restricted in
  that they may not be sold, transferred, pledged or otherwise encumbered, or
  disposed of, by you. However, you will be entitled to receive payments,
  subject to withholding for taxes, equivalent in timing and amount to the
  dividends paid, if any, on the Common Stock of Pactiv Corporation, ("Common
  Stock"), as if each Performance Share represented one full share of Common
  Stock, as long, during the Restricted Period, as you are continuously employed
  by the Pactiv Corporation Companies. Such payments may be in the form of
  additional Performance Shares subject to the same restrictions as the original
  shares. If you remain employed by the Pactiv Corporation Companies throughout
  the Restricted Period, and all the conditions are satisfied, or if your
  employment terminates before the expiration of the Restricted Period as a
  result of your Retirement (at least age 65), Death, or Total Disability (all
  as defined in the Plan), the restrictions will lapse, and one share of Common
  Stock of Pactiv Corporation, (or, in certain situations based upon country of
  residence, a cash equivalent payment) will be delivered to you or your
  beneficiary, subject to withholding for taxes, for each Performance Share.
  Generally, if your employment terminates for any other reason before the
  expiration of the Restricted Period, you will forfeit the Performance Shares
  unless the Committee determines otherwise. You agree that the term
  "Performance Shares" shall include any shares or other securities which you
  may receive or be entitled to receive as a result of the ownership of the
  original Performance Shares whether they are issued as a result of a share
  split, share dividend, recapitalization, or other subdivision or consolidation
  of shares effected without receipt of consideration by the Company, or the
  result of the merger or consolidation of the Company or sale of assets of the
  Company.

AS A CONDITION OF THIS AWARD, YOU ARE REQUIRED TO EXECUTE THE ACKNOWLEDGEMENT AT
THE BOTTOM OF THE ENCLOSED COPY OF THIS AWARD NOTICE AND RETURN THE ACKNOWLEDGED
COPY OF THIS AWARD NOTICE TO THE COMPENSATION DEPARTMENT OF PACTIV CORPORATION
NOT LATER THAN ____________. This Award is subject to all the definitions, terms
and conditions of the Plan, a copy of which is enclosed. In the event of any
discrepancy between the provisions of the Plan and this or any other
communication regarding the Plan, the provisions of the Plan control.


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ATTEST:


ACCEPTED:                                    PACTIV CORPORATION


                                             /s/ Henry M. Wells III
_____________________________________        __________________________________________________
Type or Print Legal Name      Date           Vice President and Chief Human Resources Officer

_____________________________________
Signature

_____________________________________
Street Address

_____________________________________
City/State/Zip/Country
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