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                               PACTIV CORPORATION

                        DEFERRED RETIREMENT SAVINGS PLAN

                          (EFFECTIVE SEPTEMBER 1, 2004)







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                                TABLE OF CONTENTS



1.       ADOPTION AND PURPOSE.................................................1


2.       DEFINITIONS..........................................................1


3.       ELIGIBILITY AND PARTICIPATION........................................3


4.       DEFERRED COMPENSATION ACCOUNT........................................3


5.       EMPLOYER CONTRIBUTIONS...............................................3


6.       DEFERRED AMOUNTS.....................................................4


7.       COMPANY MATCHING CREDITS.............................................4


8.       ADJUSTMENTS TO AMOUNTS...............................................5


9.       PAYMENT OF DEFERRED AMOUNTS..........................................6


10.      PARTICIPANT REPORTS..................................................7


11.      TRANSFERABILITY OF INTERESTS.........................................8


12.      ADMINISTRATION.......................................................8


13.      AMENDMENT, SUSPENSION AND TERMINATION................................8


14.      UNFUNDED OBLIGATION..................................................8


15.      NO RIGHT TO EMPLOYMENT OR OTHER BENEFITS.............................9


16.      DISPUTE RESOLUTION...................................................9



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                               PACTIV CORPORATION
                        DEFERRED RETIREMENT SAVINGS PLAN
                          (EFFECTIVE SEPTEMBER 1, 2004)

1.       ADOPTION AND PURPOSE

Pactiv Corporation (the "Company") hereby adopts the Pactiv Corporation Deferred
Retirement Savings Plan ("Plan") to provide eligible members of a select group
of management or highly compensated employees with an employer contribution as
well as a means to defer receipt of a portion of his or her compensation and to
earn matching credits on such deferred amounts. The Plan is effective as of
September 1, 2004 (the "Effective Date").

2.       DEFINITIONS

Wherever used herein, the following terms have the meanings set forth below,
unless a different meaning is clearly required by the context:

         (a)      "401(k) PLAN" means the Pactiv 401(k) Savings and Investment
                  Plan (Restated Effective as of November 4, 1999), as amended
                  from time to time.

         (b)      "BENEFICIARY" means the beneficiary that a Participant
                  designates in writing to receive benefits from the Plan in the
                  event of the Participant's death. The Participant shall
                  designate the Beneficiary on a form approved by the Company,
                  and the Participant may change the Beneficiary designation at
                  any time by completing a new form and submitting it to the
                  Plan Administrator.

         (c)      "CODE" means the Internal Revenue Code of 1986, as amended.

         (d)      "COMMITTEE" means the Compensation Committee of the Company's
                  Board of Directors.

         (e)      "COMPANY MATCHING CREDIT" means the amount of matching credits
                  that a Participant may receive under Section 7.

         (f)      "COMPENSATION" means Compensation as defined in Section 1.8 of
                  the 401(k) Plan, excluding short-term disability benefits.

         (g)      "DEFERRED AMOUNT" means the Compensation that a Participant
                  elects to defer under Section 6.

         (h)      "DEFERRED COMPENSATION ACCOUNT" means the memorandum account
                  the Company establishes on its books to track a Participant's
                  Employer Contributions, Deferred Amounts, Company Matching
                  Credits and income, gains, losses and distributions with
                  respect to such amounts.

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         (i)      "DEFERRAL ELECTION FORM" means the document or documents
                  prescribed by the Plan Administrator pursuant to which a
                  Participant may elect to contribute Deferred Amounts.

         (j)      "DISABILITY" means the Participant is entitled to receive a
                  distribution from the 401(k) Plan on account of the
                  Participant's disability in accordance with Section 5.2 of the
                  401(k) Plan.

         (k)      "ELIGIBLE EMPLOYEE" means any employee of the Company who the
                  Committee designates and the Plan Administrator notifies as
                  eligible to participate in the Plan.

         (l)      "EMPLOYER CONTRIBUTION" means the amount determined under
                  Section 5.

         (m)      "GRANDFATHERED PARTICIPANT" means a Participant employed by
                  the Company or on an approved leave of absence from the
                  Company on December 31, 2002, and who

                  (1)      as of December 31, 2002, authorized salary deferral
                           contributions under the 401(k) Plan; or

                  (2)      the Company hired or rehired on or after November 2,
                           2002, provided such Participant enrolled in the
                           401(k) Plan in accordance with subsections 2.1(b) and
                           2.1(c) of the 401(k) Plan during the first calendar
                           month in which the Participant was eligible under
                           subsection 2.1(a) of the 401(k) Plan.

                  "Grandfathered Participant" excludes a Participant who
                  previously met the definition of Grandfathered Participant,
                  terminated employment and was rehired by the Company.

         (n)      "PARTICIPANT" means a current or former Eligible Employee who
                  participates in the Plan in accordance with Section 3 and
                  maintains a Deferred Compensation Account hereunder.

         (o)      "PLAN ADMINISTRATOR" means the Committee or its designee.

         (p)      "PLAN YEAR" means, initially, the short plan year beginning
                  September 1, 2004, and continuing through December 31, 2004.
                  Effective January 1, 2005, Plan Year means the calendar year.

         (q)      "YEAR OF PARTICIPATION" means Year of Participation as defined
                  in Section 1.28 of the 401(k) Plan.

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3.       ELIGIBILITY AND PARTICIPATION

Before each Plan Year, the Committee shall determine, in its discretion, the
identity of each Eligible Employee. The Plan Administrator shall notify each
Eligible Employee that he or she is eligible to participate in the Plan. The
Plan Administrator shall provide each Eligible Employee with a Deferral Election
Form before the beginning of each Plan Year, except for the initial Plan Year
that begins September 1, 2004. Each Eligible Employee shall be a Participant on
the earlier of the date the Company first credits the Eligible Employee's
Deferred Compensation Account with an Employer Contribution and the date the
Company first credits the Eligible Employee's Deferred Compensation Account with
a Deferred Amount. A Participant shall remain a Participant so long as any
amount remains credited to his or her Deferred Compensation Account.

4.       DEFERRED COMPENSATION ACCOUNT

The Plan Administrator shall establish a Deferred Compensation Account for each
Eligible Employee. The Company shall credit to the Eligible Employee's Deferred
Compensation Account the Employer Contributions, Deferred Amounts and Company
Matching Credits. The Company shall credit the Employer Contributions as soon as
practicable after the close of the payroll period to which the Employer
Contributions apply. The Company shall credit the Deferred Amounts and Company
Matching Credits as of the day on which the Participant would otherwise have
been entitled to receive the Compensation that the Participant elects to defer.
Any required withholding for taxes (e.g., Social Security taxes) on the Deferred
Amount shall be made from other compensation of the Participant. Adjustments, as
provided in Section 8 below, shall be made to the Participant's Deferred
Compensation Account.

5.       EMPLOYER CONTRIBUTIONS

For the 2004 Plan Year only, the Company shall provide each Grandfathered
Participant with an Employer Contribution equal to the following:

         (a)      A Grandfathered Participant with at least 3 but less than 5
                  Years of Participation shall receive an Employer Contribution
                  equal to 5% of the Grandfathered Participant's Compensation
                  for each payroll period not to exceed a total Employer
                  Contribution for 2004 of 5% of the difference between $205,000
                  and the Grandfathered Participant's Compensation as of August
                  31, 2004.

         (b)      A Grandfathered Participant with at least 5 but less than 7
                  Years of Participation shall receive an Employer Contribution
                  equal to 6% of the Grandfathered Participant's Compensation
                  for each payroll period not to exceed a total Employer
                  Contribution for 2004 of 6% of the difference between $205,000
                  and the Grandfathered Participant's Compensation as of August
                  31, 2004.

         (c)      A Grandfathered Participant with at least 7 Years of
                  Participation shall receive an Employer Contribution equal to
                  8% of the Grandfathered Participant's


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                  Compensation for each payroll period not to exceed a total
                  Employer Contribution for 2004 of 8% of the difference between
                  $162,500 and the Grandfathered Participant's Compensation as
                  of August 31, 2004.

6.       DEFERRED AMOUNTS

For Plan Years beginning on or after January 1, 2005, each Eligible Employee may
elect to contribute Deferred Amounts in accordance with this Section 6.

         (a)      Before each Plan Year that begins on or after January 1, 2005,
                  an Eligible Employee may irrevocably elect in writing to defer
                  receipt of up to 25% of his or her Compensation that he or she
                  earns during the following Plan Year; provided, however, that
                  any election by a Participant to contribute such Deferred
                  Amounts who is subject to the reporting and short swing
                  profits liability provisions of Section 16 of the Securities
                  Exchange Act of 1934, as amended, including an election
                  relating to the form of distribution, shall not be effective
                  until such election and the transactions contemplated thereby
                  shall have been specifically approved by the Committee to the
                  extent such approval is required to avoid liability under
                  Section 16 of the Securities Exchange Act of 1934 and the
                  regulations thereunder. A Participant may not revoke a
                  Deferral Election Form once the Plan Administrator receives
                  it.

         (b)      An Eligible Employee shall complete each Deferral Election
                  Form before the Plan Year in which he or she earns the
                  Compensation. A Participant must complete a separate Deferral
                  Election Form with respect to each Plan Year. A new Eligible
                  Employee shall have 30 days from the date the Plan
                  Administrator notifies him or her of his or her eligibility to
                  participate in the Plan to complete a Deferral Election Form.
                  Such an election is effective only with respect to
                  Compensation earned after the Deferral Election Form is
                  effective. The Plan Administrator will notify each Eligible
                  Employee of the applicable election period and deadline for
                  submitting a Deferral Election Form.

7.       COMPANY MATCHING CREDITS

For Plan Years beginning on or after January 1, 2005, the Company shall make
Company Matching Credits on behalf of each Grandfathered Participant equal to
the following, subject to the limitation in Section 7(d) below:

         (a)      A Grandfathered Participant with at least 3 but less than 5
                  Years of Participation shall be credited with a Company
                  Matching Credit equal to 100% of the Grandfathered
                  Participant's Deferred Amount not to exceed 1% of
                  Compensation.

         (b)      A Grandfathered Participant with at least 5 but less than 7
                  Years of Participation shall be credited with a Company
                  Matching Credit equal to 200% of the Grandfathered
                  Participant's Deferred Amount not to exceed 1% of
                  Compensation.

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         (c)      A Grandfathered Participant with at least 7 Years of
                  Participation shall be credited with a Company Matching Credit
                  equal to:

                  (1)      200% of the Grandfathered Participant's Deferred
                           Amount not to exceed 1% of Compensation, and

                  (2)      100% of the Grandfathered Participant's Deferred
                           Amount to the extent such Deferred Amount exceeds 1%
                           but does not exceed 3% of Compensation.

         (d)      Notwithstanding any provision of this Plan to the contrary, no
                  Grandfathered Participant shall be credited with a Company
                  Matching Credit for a Plan Year that exceeds an amount equal
                  to the Code Section 402(g) limit for the applicable Plan Year
                  minus 4% of the Code Section 401(a)(17) compensation limit for
                  the applicable Plan Year.

8.       ADJUSTMENTS TO AMOUNTS

         (a)      The Plan Administrator shall credit the balance of the
                  Participant's Deferred Compensation Account with an earnings
                  factor as determined below.

                  (1)      With respect to Deferred Amounts, the earnings factor
                           equals the amount the Deferred Amounts would have
                           earned if such amounts had been invested in the
                           investment options the Participant designates on the
                           Deferral Election Form. The Participant is permitted
                           to select the investment option used to determine the
                           earnings factor and may change the selection at any
                           time. The Participant may reallocate Deferred Amounts
                           among the Plan's different investment options at any
                           time in accordance with such procedures as the Plan
                           Administrator may maintain from time to time. The
                           Participant may choose more than one investment
                           option in increments of at least one (1) percent. The
                           Company reserves the right to change or amend any of
                           the investment options at any time.

                  (2)      With respect to Employer Contributions and Company
                           Matching Credits, the earnings factor equals the
                           amount the Employer Contributions and Company
                           Matching Credits would have earned if such
                           contributions and credits had been invested in the
                           Pactiv stock equivalent unit account and measured by
                           the performance of the Company's common stock plus
                           any dividends issued on the Company's common stock
                           that shall be deemed to be reinvested in additional
                           shares of common stock (including a portion of a
                           share of common stock where applicable). The
                           Participant may reallocate Employer Contributions and
                           Company Matching Credits among the Plan's different
                           investment options at any time, in increments of at
                           least one (1) percent and in accordance with such
                           procedures as the Plan Administrator may maintain
                           from time to time.

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         (b)      The Company is under no obligation to acquire or provide any
                  of the investments designated by a Participant, and any
                  investments actually made by the Company will be made solely
                  in its name and will remain its property. The crediting of an
                  earnings factor shall occur so long as there is a balance in
                  the Participant's Deferred Compensation Account regardless of
                  whether the Participant has terminated employment.

9.       PAYMENT OF DEFERRED AMOUNTS

         (a)      Except where the Participant requests a distribution because
                  of a severe financial hardship as described in Section 9(e)
                  below, a Participant's Deferred Compensation Account shall be
                  distributed, or begin being distributed, to the Participant or
                  the Participant's Beneficiary no earlier than the
                  Participant's:

                  (1)      death,

                  (2)      Disability, or

                  (3)      termination of employment.

         (b)      Prior to a Participant's termination of employment, he or she
                  may elect to receive his or her Deferred Compensation Account
                  in a (i) lump sum, or (ii) specific number of approximately
                  equal annual installments over a period not to exceed five
                  years. The Participant shall make such election on a form
                  acceptable to the Company. The Participant may change his or
                  her election each year on a form acceptable to the Company,
                  but his or her election shall be irrevocable for each
                  following year. If the Participant does not elect a form of
                  distribution, the Deferred Compensation Account shall be
                  distributed in a lump sum. The Company shall distribute, or
                  begin distributing, the Deferred Compensation Account, as soon
                  as administratively feasible following the Participant's
                  termination date; provided, however, that if the Participant
                  has elected installments, the Company shall distribute the
                  Deferred Compensation Account to the Participant as soon as
                  administratively feasible following the later of the
                  Participant's termination date and one year after the date the
                  Participant elected the installments.

         (c)      If a Participant dies, the Company shall distribute, or begin
                  distributing, the Participant's Deferred Compensation Account
                  to the Participant's Beneficiary no earlier than 90 days after
                  the date the Participant died. During such 90-day period and
                  notwithstanding any prior form of distribution election by the
                  Participant, the Beneficiary may elect to receive the Deferred
                  Compensation Account in a (i) lump sum, or (ii) specific
                  number of approximately equal annual installments over a
                  period not to exceed five years. If the Beneficiary elects a
                  lump sum, the Company shall distribute the Deferred
                  Compensation Account as soon as administratively feasible
                  after such 90-day period. If the Beneficiary elects

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                  installments, the Company shall begin distributing the
                  Deferred Compensation Account as soon as administratively
                  feasible after the one-year anniversary of the date the
                  Beneficiary elected installments. If the Beneficiary does not
                  elect a form of distribution in such 90-day period, the
                  Company shall distribute the Deferred Compensation Account to
                  the Beneficiary in a lump sum as soon as administratively
                  feasible after such 90-day period. If the Participant fails to
                  designate a Beneficiary or if no Beneficiary survives the
                  Participant, the Deferred Compensation Account shall be
                  distributed to the Participant's estate in a lump sum.

         (d)      If a Participant becomes Disabled, the Company shall
                  distribute, or begin distributing, the Participant's Deferred
                  Compensation Account no earlier than 30 days after the date
                  the Participant is determined to be Disabled. During such
                  30-day period, the Participant may elect to receive the
                  Deferred Compensation Account in a (i) lump sum, or (ii)
                  specific number of approximately equal annual installments
                  over a period not to exceed five years. If the Participant
                  elects a lump sum, the Company shall distribute the Deferred
                  Compensation Account as soon as administratively feasible
                  after such 30-day period. If the Participant elects
                  installments, the Company shall begin distributing the
                  Deferred Compensation Account as soon as administratively
                  feasible after the one-year anniversary of the date the
                  Participant elected installments. If the Participant fails to
                  elect a form of distribution within such 30-day period, then
                  the Company shall distribute the Deferred Compensation Account
                  to the Participant as soon as administratively feasible after
                  such 30-day period.

         (e)      Anything contained in the Plan to the contrary
                  notwithstanding, if a Participant experiences a severe
                  financial hardship, the Plan Administrator, in its sole
                  discretion and upon written application of such Participant,
                  may direct immediate payment of all or a portion of the then
                  current value of such Participant's Deferred Compensation
                  Account in a lump sum. In no event shall such payment exceed
                  the amount necessary to alleviate the financial hardship. The
                  Plan Administrator shall reduce a Participant's Deferred
                  Compensation Account by the amount paid to the Participant
                  pursuant to this Section 9(e) plus an additional amount equal
                  to 10% of the amount paid to the Participant, which amount the
                  Participant shall forfeit.

10.      PARTICIPANT REPORTS

The Plan Administrator shall provide each Participant a statement, at least
quarterly, reflecting the Deferred Amounts and the Company Matching Credits and
the income, gains, losses and distributions with respect to such amounts.



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11.      TRANSFERABILITY OF INTERESTS

During the period of deferral, all amounts credited to the Deferred Compensation
Account are general assets of the Company for use as it deems necessary and are
subject to the claims of its creditors. The rights and interests of a
Participant during the period of deferral shall be those of a general, unsecured
creditor, except that such Participant's rights and interests may not be reached
by the creditors of the Participant or the Participant's beneficiary, or
anticipated, assigned, pledged, transferred or otherwise encumbered, except in
the event of the death of the Participant, and then only according to the
Participant's Beneficiary designation, by will or the laws of descent and
distribution.

12.      ADMINISTRATION

The Plan Administrator shall have complete authority over the administration and
operation of the Plan. The Plan Administrator shall have the discretion to
determine the rights and benefits and all claims, demands and actions arising
out of the provisions of the Plan of any Participant, Beneficiary or other
person having or claiming to have any interest under the Plan. Benefits under
the Plan shall be distributed only if the Plan Administrator decides in its
discretion that the Participant, Beneficiary or other person is entitled to
them. Notwithstanding any other provision of the Plan to the contrary, the Plan
Administrator shall have complete discretion to interpret the Plan and to decide
all matters under the Plan. Such interpretation and decision shall be final,
conclusive and binding on all Participants, Beneficiaries and any other person.
The Plan Administrator shall have the power and duty to adopt such rules, act in
accordance with such procedures, appoint such officers or agents, delegate such
powers and duties, and follow such claims and appeal procedures with respect to
the Plan, as the Plan Administrator may determine or establish.

13.      AMENDMENT, SUSPENSION AND TERMINATION

The Company at any time may amend, suspend or terminate the Plan or any portion
thereof in such manner and to such extent as it may deem advisable and in its
best interests. No amendment, suspension or termination shall reduce the amount
credited to a Participant's Deferred Compensation Account on the effective date
of such amendment, suspension or termination. If the Company terminates the
Plan, the Committee may, in its sole discretion, distribute a Participant's
Deferred Compensation Account either (i) in a lump sum as soon as
administratively feasible following the effective date of such termination and
notwithstanding any prior form of distribution election by the Participant, or
(ii) in accordance with a Participant's distribution election in effect on the
effective date of the termination.

14.      UNFUNDED OBLIGATION

The Plan shall not be funded; no trust, escrow or other provisions shall be
established to secure payments due under the Plan; and the Plan shall be
regarded as unfunded for purposes of the Employee Retirement Income Security Act
of 1974, as amended, and the Code. A Participant shall be a general, unsecured
creditor at all times under the Plan, and shall have no rights to any

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specific assets of the Company. All amounts credited to the Deferred
Compensation Accounts are general assets of the Company and payable solely from
the general assets of the Company.

15.      NO RIGHT TO EMPLOYMENT OR OTHER BENEFITS

Nothing contained herein shall confer upon any Participant the right to continue
in the employ of the Company or affect the right of the Company to discharge a
Participant.

16.      DISPUTE RESOLUTION

By participating in the Plan, the Participant agrees that any dispute arising
under the Plan shall be resolved by binding arbitration in Lake Forest, Illinois
under the rules of the American Arbitration Association and that there will be
no remedy besides the disputed deferred compensation amount in issue.

         IN WITNESS WHEREOF, the Company has caused the Plan to be executed on
its behalf by its Vice President and Chief Human Resources Officer duly
authorized, on this 1st day of September, 2004.



                            PACTIV CORPORATION


                            By: /s/ Henry M. Wells, III
                                -----------------------------------------------
                                Henry M. Wells III
                                Vice President and Chief Human Resources Officer







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