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                      PACTIV CORPORATION CHANGE IN CONTROL
                    SEVERANCE BENEFIT PLAN FOR KEY EXECUTIVES
                                  (THE "PLAN")

This Plan was established by Pactiv Corporation (the "Company") November 4, 1999
(the "Effective Date"). It is hereby amended and restated effective March 1,
2005. The purpose of the Plan is to induce key employees to enter into, or
continue their services or employment with, and to steadfastly serve the Company
if and when a Change in Control (as defined below) is threatened, despite
attendant career uncertainties, by committing the Company to provide severance
benefits in the event their employment terminates as a result of a Change in
Control.

1.       Definitions.

         A.       "Change in Control" shall mean the first to occur of the
                  following events (but no event other than the following
                  events), except as otherwise provided herein:

                  (1)      any person and any of their affiliates or associates
                           becomes the beneficial owner, directly or indirectly,
                           of securities of the Company representing twenty
                           percent (20%) or more of either the Company's then
                           outstanding shares of common stock or the combined
                           voting power of the Company's then outstanding
                           securities having general voting rights.
                           Notwithstanding the foregoing, a Change in Control
                           shall not be deemed to occur pursuant to this
                           paragraph solely because the requisite percentage of
                           the Company's then outstanding shares of common stock
                           or the combined voting power of the Company's then
                           outstanding securities having general voting rights
                           is acquired by one or more employee benefit plans
                           maintained by one or more Pactiv Companies; or

                  (2)      members of the Incumbent Board cease to constitute a
                           majority of the Company Board; or

                  (3)      the consummation of any plan of merger,
                           consolidation, share exchange or combination between
                           the Company and any person including without
                           limitation becoming a subsidiary of any other person
                           without members of the Incumbent Board, as
                           constituted immediately prior to the merger,
                           consolidation, share exchange or combination
                           constituting a majority of the board of directors of
                           (a) the surviving or successor corporation, or, (b)
                           if the surviving or successor corporation is a
                           majority-owned subsidiary of another corporation or
                           corporations, the ultimate parent company of the
                           surviving or successor corporation; or

                  (4)      the consummation of any sale, exchange or other
                           disposition of all or substantially all of the
                           Company's assets without members of the Incumbent
                           Board immediately prior to any sale, exchange or
                           disposition of all or substantially all of the
                           Company's assets constituting a majority of the board
                           of directors of (a) the corporation which holds such
                           assets after such disposition, or, (b) if such
                           corporation is a majority-owned

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                           subsidiary of another corporation or corporations,
                           the ultimate parent company of the successor
                           corporation provided, that the Company Board may
                           determine conclusively that any transaction does not
                           constitute a sale, exchange or other disposition of
                           substantially all of the Company's assets;

                  (5)      if any person and any of their affiliates and
                           associates, shall elect or have elected, during any
                           period not exceeding 24 months, at least 25% of the
                           members of the Company Board, without the approval of
                           the Incumbent Board and such members are comprised of
                           persons not serving as members of the Company Board
                           immediately prior to the formation of such group or
                           the first solicitation of proxies by such person; or

                  (6)      the Company's stockholders approve a plan of complete
                           liquidation or dissolution of the Company.

         B.       "Company Board" means the Board of Directors of the Company.

         C.       "Constructive Termination" will be deemed to have occurred if,
                  upon or following the Change in Control and within one hundred
                  eighty (180) days after the Key Executive becomes aware of a
                  circumstance described in (1) - (5) below, a Key Executive
                  separates from service with all Pactiv Companies after the
                  Pactiv Companies, by action or inaction, and without the Key
                  Executive's express prior written consent:

                  (1)      diminish in any manner the Key Executive's status,
                           position, duties or responsibilities with Pactiv
                           Companies from those in effect immediately prior to
                           the Change in Control; without limiting the
                           foregoing, for purposes of this clause (1) a
                           diminution will be deemed to have occurred if the Key
                           Executive does not maintain the same or greater
                           status, position, duties and responsibilities with
                           the ultimate parent corporation of a controlled group
                           of corporations of which the Company is a member upon
                           consummation of the transaction or transactions
                           constituting the Change in Control;

                  (2)      reduce the Key Executive's then current annual cash
                           compensation from Pactiv Companies below the sum of
                           (a) the Key Executive's annual base salary or annual
                           base compensation from the Pactiv Companies in effect
                           immediately prior to the Change in Control and (b)
                           the Key Executive's average annual award under the
                           Company's Executive Incentive Compensation Plan (or
                           any successor plan) for the three calendar year
                           periods (or for such shorter period as the Key
                           Executive has been employed by the Company) completed
                           immediately prior to the Change in Control;

                  (3)      cause a material reduction in (a) the level of
                           aggregate Pactiv Companies-paid medical benefit, life
                           insurance and disability plan coverages; or (b) the
                           aggregate rate of Pactiv Companies-paid
                           thrift/savings plan

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                           contributions and of Pactiv Companies-paid defined
                           benefit retirement plan benefit accrual, from those
                           coverages and rates in effect immediately prior to
                           the Change in Control;

                  (4)      effectively require the Key Executive to relocate
                           because of transfer of the Key Executive's place of
                           employment with Pactiv Companies from the place where
                           the Key Executive was employed immediately prior to
                           the Change in Control; for purposes of the foregoing,
                           a transfer of place of employment shall be deemed to
                           require a Key Executive to relocate if such transfer
                           (i) is greater than 25 miles from the place where the
                           Key Executive was employed immediately prior to the
                           Change in Control and (ii) increases the normal
                           commuting time of such Key Executive by more than
                           50%; or

                  (5)      materially breach their duties and obligations under
                           the Plan.

                  A Constructive Termination will be deemed to have occurred for
                  all Key Executives if any successor to the Company in a
                  merger, consolidation, purchase or other combination
                  constituting a Change in Control fails to assume, in writing,
                  all of the Company's obligations under the Plan promptly upon
                  consummation of such Change in Control.

                  In addition, a determination that a Key Executive has been
                  Constructively Terminated for purposes of eligibility for
                  benefits under this Plan shall be based solely on the criteria
                  set forth in this paragraph C and the Key Executive's
                  eligibility or application for, or receipt of, any retirement
                  benefits from any Pactiv Company following separation from
                  service shall have no bearing on such determination.

         D.       "Discharge for Cause" shall be deemed to have occurred only
                  if, following the Change in Control, a Key Executive is
                  discharged by Pactiv Companies from employment because:

                  (1)      the Key Executive has engaged in dishonesty or other
                           serious misconduct related to the Key Executive's
                           material duties as an employee of Pactiv Companies;
                           or

                  (2)      the Key Executive has willfully and continually
                           failed (unless due to incapacity resulting from
                           physical or mental illness) to perform the duties of
                           his or her employment by Pactiv Companies after
                           written demand for substantial performance is
                           delivered to the Key Executive by Pactiv Companies
                           specifically identifying the manner in which the Key
                           Executive has not substantially performed such
                           duties.

                  Notwithstanding the foregoing, a Key Executive who,
                  immediately prior to the Change in Control, is a member of
                  Executive Group I shall not be deemed to have been Discharged
                  for Cause under paragraph 1 or 2 above unless a written notice
                  has been delivered to the Key Executive stating that the
                  Pactiv Companies have

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                  terminated the Key Executive's employment, which notice shall
                  include a resolution, adopted by at least a three-quarter's
                  vote of the Incumbent Board (after the Key Executive has been
                  provided with reasonable notice and an opportunity, together
                  with counsel, for a hearing before the entire Incumbent
                  Board), finding that the Key Executive has engaged in the
                  conduct set forth in paragraphs (1) or (2) of the preceding
                  sentence.

         E.       "Executive Group I" shall consist of each individual who,
                  immediately prior to a Change in Control,

                  (1)      is an executive officer of the Company listed in the
                           Company's proxy statement most recently filed with
                           the Securities and Exchange Commission and any other
                           officer of the Company of the rank of Vice President
                           or above designated by the Chief Executive Officer of
                           the Company; or

                  (2)      is the President (or other principal officer) of any
                           other Pactiv Company, if designated by the Chief
                           Executive Officer of the Company, in writing on or
                           before the Change in Control, as a member of
                           Executive Group I.

         F.       "Executive Group II" shall consist of each individual

                  (1)      who is not a member of Executive Group I; and

                  (2)      (a) who, immediately prior to the Change in Control,
                           is an active participant in the Company's Executive
                           Incentive Compensation Plan, or (b) who, immediately
                           prior to the Change in Control, is an employee of a
                           Pactiv Company who has been designated by the Chief
                           Executive Officer of the Company, in writing on or
                           before the Change in Control, as a member of
                           Executive Group II.

         G.       "Incumbent Board" means

                  (1)      the members of the Company Board on the Effective
                           Date, to the extent that they continue to serve as
                           members of the Company Board, and

                  (2)      any individual who becomes a member of the Company
                           Board after the Effective Date, if his or her
                           election or nomination for election as a director is
                           approved by a vote of at least three-quarters of then
                           Incumbent Board.

         H.       "Internal Revenue Code" means the Internal Revenue Code of
                  1986, as amended.

         I.       "Key Executive" means an individual who, immediately prior to
                  the Change in Control, is a member of Executive Group I or
                  Executive Group II.

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         J.       "Pactiv Company" or "Pactiv Companies" mean the Company and
                  any stock corporation of which a majority of the voting common
                  or capital stock is owned directly or indirectly by the
                  Company.

         K.       "Threatened Change in Control" shall mean (i) any publicly
                  disclosed proposal, offer, actual or proposed purchase of
                  stock or other action which, if consummated, would, in the
                  opinion of the Incumbent Board constitute a Change in Control,
                  including the Company entering into an agreement, the
                  consummation of which would result in a Change in Control or
                  (ii) the adoption of a resolution by the Incumbent Board that
                  a Threatened Change in Control has occurred.

         L.       "Threatened Change in Control Period" shall mean the period
                  beginning on the date a Threatened Change in Control occurs
                  and ending on earlier of (1) the date the proposal, offer,
                  actual or proposed purchase of stock or other action is
                  formally withdrawn or the Incumbent Board has determined that
                  the circumstances which constituted the Threatened Change in
                  Control no longer exist; or (2) the date a Change in Control
                  occurs.

                  For purposes of the foregoing definitions, the terms
                  "associate," "affiliate," "person," and "beneficial owner"
                  shall have the respective meaning set forth in Sections 13(a)
                  and 13(d) of the Securities Exchange Act of 1934, as amended
                  (the "Exchange Act"), and the regulations promulgated
                  thereunder, and the regulations promulgated under Section 12
                  of the Exchange Act.

2.       Eligibility for Benefits. If (i) within two years after a Change in
         Control, a Key Executive is separated from service as an employee with
         Pactiv Companies because (a) the Key Executive is discharged by the
         Pactiv Companies, provided, such discharge is not Discharge for Cause,
         or (b) because of Constructive Termination, and (ii) throughout the
         period beginning with the Change in Control and ending with such
         separation from service with Pactiv Companies, the Key Executive
         remains an employee of Pactiv Companies, he or she shall be entitled to
         receive the benefits described in Sections 3 and 6 below; provided
         that, the Key Executive has executed a Waiver and Release Agreement
         that releases any employment related claims against the Company, other
         than claims for vested benefits under the benefits and compensation
         plans, programs and arrangements of the Company.

3.       Severance Benefits.

         A.       If the Key Executive is a member of Executive Group I
                  immediately prior to the Change in Control -- an amount equal
                  to three times the sum of (a) the Key Executive's annual base
                  salary or other annual base compensation in effect immediately
                  prior to the Change in Control, plus (b) the greater of (i)
                  the average of the Key Executive's annual awards under the
                  Company's Executive Incentive Compensation Plan (or any
                  successor plan), together with any special awards from Pactiv
                  Companies, for the last three calendar years of the Key
                  Executive's employment with Pactiv Companies or such shorter
                  period as the Key Executive has been employed by Pactiv
                  Companies, or (ii) the Key Executive's targeted

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                  annual award under such plans in effect immediately prior to
                  the Change in Control.

         B.       If the Key Executive is a member of Executive Group II
                  immediately prior to the Change in Control -- an amount equal
                  to two times the sum of (a) the Key Executive's annual base
                  salary in effect immediately prior to the Change in Control,
                  plus (b) the greater of (i) the average of the Key Executive's
                  annual awards under the Company's Executive Incentive
                  Compensation Plan (or any successor plan), together with any
                  special awards from Pactiv Companies, for the last three years
                  of the Key Executive's employment with Pactiv Companies or
                  such shorter period as the Key Executive has been employed by
                  Pactiv Companies, or (ii) the Key Executive's targeted annual
                  award under such plans in effect immediately prior to the
                  Change in Control.

         C.       All deferred compensation (and earnings accrued thereon)
                  credited to the account of a Key Executive under any deferred
                  compensation plan, program or arrangement of Pactiv Companies
                  shall be paid to such Key Executive, notwithstanding any
                  provisions of such plan, program or arrangement to the
                  contrary.

         D.       An amount, paid in a single lump sum of cash, equal to the sum
                  of (i) any incentive compensation which has been allocated or
                  awarded to such Key Executive for a completed calendar year or
                  other measuring period preceding the Change in Control but has
                  not yet been paid and (ii) a pro rata portion to the date of
                  the Change in Control of the aggregate value of all contingent
                  incentive compensation awards to such Key Executive for the
                  current calendar year or other measuring period under any
                  compensation or incentive plans of the Company, calculated as
                  if 100% of any performance target or goal was achieved or
                  otherwise on a basis on which such Key Executive will receive
                  with a pro rata portion (based on elapsed time) of the amounts
                  he or she would have been entitled to receive if he or she had
                  continued to be employed by the Company throughout the period
                  contemplated with respect to such award and if all other
                  conditions for receiving the maximum amount with respect to
                  all such awards had been met, notwithstanding any provision of
                  any such plan to the contrary.

         E.       The Key Executive shall be entitled to be paid in cash the
                  total of the fair market value, determined as of the date of
                  his or her separation from service, of any Restricted Stock,
                  Stock Appreciation Rights, Performance Units, Performance
                  Share grants and/or indicative payouts, Stock Equivalent Units
                  and Dividend Equivalents which he or she has been granted
                  (whether or not vested) immediately prior to such separation
                  from service to the extent that he or she would not otherwise
                  receive the value thereof. The terms "Restricted Stock,"
                  "Stock Appreciation Rights," "Performance Units," "Performance
                  Shares," "Stock Equivalent Units" and "Dividend Equivalents"
                  shall have the meaning ascribed to those terms in the Pactiv
                  Corporation 2002 Incentive Compensation Plan.

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         F.       The Key Executive and his or her eligible dependents, if any,
                  shall continue to be covered by the health, life and
                  disability plans applicable to comparably situated active
                  employees as in effect from time to time and subject to the
                  rules thereof (including any requirement to make contributions
                  or pay premiums, except that the Key Executive shall
                  contribute or pay on an after-tax basis) for the period
                  described below. For persons entitled to Executive Group I
                  benefits, and their eligible dependents, the period is three
                  (3) years from his or her separation from service. For persons
                  entitled to Executive Group II benefits, and their eligible
                  dependents, the period is two (2) years from his or her
                  separation from service. This period of coverage will not
                  count against the maximum period of health coverage required
                  by the Consolidated Omnibus Budget Reconciliation Act of 1985
                  ("COBRA"), and persons covered by this provision will be
                  afforded their applicable COBRA rights at the end of the
                  health coverage provided herein.

         G.       The Company shall provide, either through its retirement
                  plans, including its Supplemental Retirement Plan, or through
                  a separate payment at the time a related payment is made under
                  its retirement plans to the Key Executive an additional
                  pension benefit calculated as if the Key Executive's
                  employment had continued for an additional two (2) years for
                  Executive Group II or an additional three (3) years for
                  Executive Group I, and calculated as if relevant pay for such
                  additional period is at the same level as on the date the Key
                  Executive separated from service.

         H.       The Company shall provide each Key Executive with reasonable
                  out placement services consistent with past practices of the
                  Company with respect to officers at such level prior to the
                  Change in Control.

         I.       If a Key Executive receives other cash severance benefits from
                  Pactiv Companies, the amount of severance benefit to which the
                  Key Executive is entitled under Section 3(A) or (B) above
                  shall be considered to be satisfied to the extent of such
                  other cash severance payment.

4.       Other Benefits. Upon a Change in Control, and without regard to the Key
         Executive's employment status following such Change in Control, all
         Stock Options under the Company's Stock Ownership Plan or any other
         similar plan maintained by the Company shall become immediately vested
         and exercisable for the lesser of 36 months or the remaining life of
         the option. The term "Stock Options" shall have the meaning ascribed
         thereto in the Pactiv Corporation 2002 Incentive Compensation Plan.

5.       Method of Payment. The Company shall pay, or cause to be paid, the cash
         severance benefits under the Plan to the Key Executive in a single cash
         sum on the later of the six month anniversary of the Key Executive's
         separation from service as an employee with Pactiv Companies and
         submission of a claim as required by Section 12 of the Plan; provided
         that any such payment that would constitute an impermissible
         acceleration of deferred compensation within the contemplation of
         Section 409A of the Internal Revenue Code shall not be made until the
         earliest date on which it would not constitute such an acceleration.
         Except for withholdings required by law to satisfy local, state, and
         federal



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         tax withholding requirements, no offset nor any other reduction shall
         be taken in paying such benefit.

6.       Gross-Up Payment. If any portion of the payments described herein,
         and/or any other payments no matter the source of such payments, shall
         be subject to the tax imposed by Section 4999 of the Internal Revenue
         Code (the portion of such payments which are subject to the Excise Tax
         being referred to herein as the "Payments") the Company shall pay to
         the affected Key Executive, not later than the 30th day following the
         date the Key Executive becomes subject to the Excise Tax an additional
         amount (the "Gross-Up Payment"), such that the net amount retained by
         the Key Executive after deduction of the Excise Tax on such Payments,
         and all federal, state and local income and employment tax (assuming
         the Key Executive is in the highest marginal tax bracket), interest and
         penalties and Excise Tax on the Gross-Up Payment, shall be equal to the
         amount which would have been retained by the Key Executive had the
         payments not been subject to the Excise Tax.

         The amount of the payment to the Key Executive under this Section 6
         shall be determined by a recognized firm of certified public
         accountants that is mutually acceptable to the Company and the Key
         Executive, based upon the assumption that all payments and benefits to
         or for the benefit of the Key Executive in connection with a Change in
         Control of the Company or termination of the Key Executive's employment
         following a Change in Control of the Company shall be deemed to be
         "parachute payments" within the meaning of Section 280G(b)(2) of the
         Internal Revenue Code, and all "excess parachute payments" shall be
         deemed to be subject to the Excise Tax except to the extent that, in
         the opinion of tax counsel selected by the firm of certified public
         accountants charged with estimating the payment to the Key Executive
         under this Section 6, such payments or benefits are not subject to the
         Excise Tax.

         The Company shall make the calculations available to the Key Executive
         and the Key Executive's tax advisor and shall pay the reasonable fees
         of the advisor for reviewing and counseling the Key Executive with
         respect to such calculations, not to exceed $10,000.

7.       Assignment. No Key Executive may assign, transfer, convey, mortgage,
         hypothecate, or in any way encumber any severance benefit payable under
         the Plan, nor shall the Key Executive have any right to receive any
         severance benefit under the Plan except at the time, in the amount and
         in the manner provided in the Plan, provided that the rights of a Key
         Executive under the Plan may be enforced by the Key Executive's heirs
         and legal representatives.

         This Plan may and shall be assigned or transferred to, and shall be
         binding upon and shall inure to the benefit of, any successor of the
         Company, and any such successor shall be deemed substituted for all
         purposes of "the Company" under the provisions of the Plan. As used in
         the preceding sentence, the term "successor" shall mean any person,
         firm, corporation, or business entity which at any time, whether by
         merger, purchase or otherwise, acquires all, or substantially all, of
         the assets or business of the Company. Notwithstanding such
         assignments, the Company shall remain, with such successor,

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         jointly and severally liable for all obligations under the Plan, which,
         except as herein provided, may not be assigned by the Company.

8.       Plan Amendment and Termination. The Plan may be terminated or amended
         at any time by the Board of Directors provided that during a Threatened
         Change in Control Period, the Plan may not be terminated or amended in
         any manner that reduces the benefits to a Key Executive or adversely
         affects the rights of a Key Executive under the Plan, with any such
         reduction or adverse affect determined as if the Key Executive had
         incurred a separation from service as described in Section 2. In the
         event of a Change in Control, no amendment, or termination, made on or
         after the date of the Change in Control shall apply to any Key
         Executive until the expiration of two years and one hundred eighty days
         from the date of the Change in Control.

9.       Funding. The Company shall pay, or cause to be paid, any severance
         benefit under the Plan out of general assets of Pactiv Companies.
         Nothing contained herein shall preclude the Company from establishing a
         grantor trust through which assets to satisfy obligations under the
         Plan may be set aside to provide for benefit payments to participants
         in the Plan. Any assets or property held by such trust shall be subject
         to the claims of general creditors of the Company, but only upon the
         insolvency or bankruptcy of the Company and only to the extent that the
         assets or property held by such trust are attributable to contributions
         made by the Company. No person other than the Company shall, by virtue
         of the provisions of the Plan, have any interest in such funds.

10.      Controlling Law. The Plan shall be interpreted under the laws of the
         State of Illinois, except to the extent that federal law preempts such
         laws.

11.      Plan Administrator. The Company is the Plan Administrator, and it shall
         have the authority to control and manage the operation of this Plan
         with the authority to interpret the Plan. Following a Change in
         Control, the Plan Administrator for purposes of any disputed claim
         under Section 12 shall be an independent third party selected by
         individuals constituting at least a majority of the Incumbent Board
         immediately prior to the Change in Control. The Company shall pay the
         expenses of such individuals in connection with such selection and
         shall pay the fees and expenses of the third party serving as Plan
         Administrator.

12.      Making a Claim.

         A.       Submission of a Claim. In order to claim a severance benefit
                  under this Plan, a Key Executive need only advise the Plan
                  Administrator in writing that the Key Executive's employment
                  with Pactiv Companies has terminated, that the Key Executive
                  claims a severance benefit under the Plan and of the mailing
                  address to which the severance benefit or related
                  correspondence is to be sent.

         B.       Denial of a Claim. If a Key Executive has made a claim for
                  benefit under this Plan and any portion of the claim is
                  denied, the Plan Administrator will furnish the Key Executive
                  with a written notice stating the specific reasons for the
                  denial, specific reference to pertinent Plan provisions upon
                  which the denial was based, a

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                  description of any additional information or material
                  necessary to perfect the claim and an explanation of why such
                  information or material is necessary, and appropriate
                  information concerning steps to take if the Key Executive
                  wishes to submit the claim for review.

                  The claim will be deemed accepted if the Plan Administrator
                  does not approve the claim and fails to notify the Key
                  Executive within 90 days after receipt of the claim, plus any
                  extension of time for processing the claim, not to exceed 90
                  additional days, as special circumstances require. To obtain
                  an extension, the Plan Administrator must advise the Key
                  Executive in writing during the initial 90 days if an
                  extension is necessary, stating the special circumstances
                  requiring the extension and the date by which the Key
                  Executive can expect the Plan Administrator's decision
                  regarding the claim.

         C.       Review Procedure. Within 60 days after the date of written
                  notice denying any benefits, the Key Executive or the Key
                  Executive's authorized representative may write to the Plan
                  Administrator requesting a review of that decision by the
                  Company Board or the Compensation / Nominating / Governance
                  Committee thereof (the "Committee").

                  The request for review may contain such issues and comments as
                  the Key Executive wishes to have considered in the review. The
                  Key Executive may also review pertinent documents in the Plan
                  Administrator's possession. The Company Board or the Committee
                  will make a final determination with respect to the claim as
                  soon as practicable. The Plan Administrator will advise the
                  Key Executive of the determination in writing and will set
                  forth the specific reasons for the determination and the
                  specific references to any pertinent Plan provisions upon
                  which the determination is based.

                  The claim will be deemed accepted on review if the Plan
                  Administrator fails to give the Key Executive written notice
                  of final determination within 60 days after receipt of the
                  request for review, plus any extension of time for completing
                  the review, not to exceed 60 additional days, as special
                  circumstances require. To obtain an extension, the Plan
                  Administrator must advise the Key Executive in writing during
                  the initial 60 days if any extension is necessary, stating the
                  special circumstances requiring the extension and the date by
                  which the Key Executive can expect the Company's decision,
                  regarding the review of the claim.

13.      Legal Fees and Costs. In the event a Key Executive initiates legal
         action to enforce his or her right to any benefit under this Plan, the
         Company shall pay all reasonable legal fees and costs incurred by the
         Key Executive in connection with such legal action, provided that the
         Key Executive prevails on any material issue that is a subject of the
         legal action.

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<PAGE>

14.      Severability. If for any reason any provision or provisions of the Plan
         are determined invalid or unenforceable, the validity and effect of the
         other provisions of the Plan shall not be affected thereby.

         IN WITNESS WHEREOF, the Company has caused the Plan to be executed on
its behalf by its respective officers thereunder duly authorized, on the day and
year set forth below.

                                               PACTIV CORPORATION

Date:    March 1, 2005                         By: /s/ Henry M. Wells, III
                                                  ------------------------------
                                               Its: Vice President & Chief
                                                    Human Resources Officer





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