Exhibit 10.33


PACKAGING
CORPORATION OF AMERICA


Amended and
Restated


EXECUTIVE
INCENTIVE COMPENSATION PLAN


Effective:   February 28, 2007



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PACKAGING
CORPORATION OF AMERICA


AMENDED AND
RESTATED EXECUTIVE INCENTIVE COMPENSATION PLAN


Section 1 — Establishment and Purpose


1.1                                 Establishment of this Plan.  Packaging Corporation of America hereby
establishes the “PACKAGING CORPORATION OF AMERICA AMENDED AND RESTATED
EXECUTIVE INCENTIVE COMPENSATION PLAN” (the “Plan”), set forth herein,
effective April 12, 1999, and amended and restated as of July 26, 2006 and
February 28, 2007.


1.2                                 Purpose.  The purpose of this Plan is to create value
for the shareholders of Packaging Corporation of America by:


(a)                                  Reinforcing a results-oriented management culture by
providing cash incentive opportunities focused on the Company’s level of
earnings, performance against the annual operating plan and industry
competitors, industry economic conditions, and specific individual performance.


(b)                                 Providing special awards to individuals in recognition of
both accomplishment of longer-term objectives and to reward significant
accomplishments.  These accomplishments
may include items such as market share improvement, debt reduction, mergers,
acquisitions, divestitures, safety and environmental awards and performance, or
industry-wide recognition of Company results and performance.


Section 2 — Plan Definitions


(a)                                  Company means
Packaging Corporation of America and any successor employer, which adopts or
assumes this Plan (collectively, “PCA”), and any subsidiary corporation
designated by the Board as eligible to participate in this Plan; except that
when used with reference to authority under this Plan, Company shall mean PCA
exclusively.


(b)                                 Board means the
Board of Directors of PCA.


(c)                                  Compensation Committee
means those members of the Compensation Committee of the Board who are not
employees of the Company.  This Committee
is charged with the overall authority for this Plan.



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(d)                                 Effective Date means
April 12, 1999, and as amended and restated on July 26, 2006 and February 28,
2007.


(e)                                  Executive Officer means any
person elected by the Board to serve as an executive officer of the Company.


(f)                                    Participants mean the
group of all persons who have been approved for participation in this Plan.


(g)                                 Performance Period means
each consecutive twelve-month period commencing January 1 of each year.


(h)                                 Incentive Target Award Pool means,
with respect to each Performance Period, the targeted amount of dollars as
determined by the Compensation Committee to be paid as incentive awards to all
Participants.  


(i)                                     Incentive Actual Award Pool
means, with respect to each Performance Period, the total amount of dollars as
determined by the Compensation Committee to be paid as incentive awards to all
Participants, which shall be between 0 and 200% of the Incentive Target Award
Pool.   


(j)                                     Special Award Pool means,
with respect to each Performance Period, the total amount of dollars as
determined by the Compensation Committee to be paid to Participants who have
been granted a Special Award in recognition of their efforts as described in
1.2(b).


(k)                                  Individual Incentive Target Award means, for each Participant, the anticipated individual
incentive award determined as either a percentage of their base salary, or as a
percentage of their salary grade midpoint or based upon their position within
the Company.  The Individual Incentive
Target Award does not include the amount of any Individual Special Award. 


(l)                                     Individual Incentive Actual Award means the actual incentive award to be paid to each
Participant.


(m)                               Individual Special Award
means an award paid to a Participant from the Special Award Pool in addition to
their Individual Incentive Actual Award.


Section 3 — Eligibility and Participation


3.1                                 Eligibility and Participation.
Eligibility for participation in this Plan will be limited to those individuals
who, by the nature and scope of their positions, 



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significantly impact the overall results of the Company. The
Company will determine which individuals are eligible to participate in this
Plan by virtue of their position with the Company and will determine for each
Performance Period the individual Participants.


3.2                                 Cessation of Participation.  The Company may withdraw its approval of an
existing position at any time during the Performance Period.  Participants whose employment is terminated
during the Performance Period for reasons other than disability, death, or
retirement under a Company retirement plan shall forfeit participation in this
Plan unless otherwise authorized by the Company.  At the sole discretion of the Company,
participation may be prorated for Participants who become disabled, die, retire
or are assigned to a non-eligible position during the Performance Period.


Section 4 — Awards


4.1                                 Incentive Target Award Pool.  Within 90 days after the commencement of each
Performance Period the Compensation Committee shall establish the Incentive
Target Award Pool.  The Company may
adjust the Incentive Target Award Pool during the Performance Period to
accommodate for the admission or elimination of Participants to or from this
Plan, or to incorporate adjustments to the Individual Incentive Target Awards
of Participants whose salary grade changes during the Performance Period.


4.2                                 Determination of Individual Incentive Target Awards.  Annually, the
Compensation Committee shall determine the Individual Incentive Target Awards
applicable to the Chairman and Chief Executive Officer and each other Named
Executive Officer of the Company, and the Company shall determine the Individual
Incentive Target Awards applicable to all other Participants.


4.3                                 Determination of Incentive Actual Award Pool.  The Compensation
Committee shall, promptly after the date on which all necessary financial and
other information becomes available, certify the degree to which Company
performance was achieved based upon level of earnings, actual performance
against the annual operating plan and industry competitors, industry economic
conditions, and specific individual performance. In exercising its sole discretion,
the Compensation Committee may use such objective or subjective factors as it
determines to be appropriate in the decision-making process, including the
recommendations of the Company, and will determine the total amount of
incentive actual awards payable under this Plan for the Performance Period.


4.4                                 Determination of Individual Incentive Actual Awards.   The Compensation
Committee shall approve the Individual Incentive Actual Awards for the 



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Chairman and Chief Executive Officer and each other Executive
Officer of the Company, and the Company shall approve the Individual Incentive
Actual Awards for all other Participants.


4.5                                 Determination of Special Award Pool.  The Compensation
Committee shall, at the conclusion of each Performance Period, determine the
amount to be paid as Individual Special Awards to individual Participants.


4.6                                 Determination of Individual Special Awards.  The Compensation
Committee, at the conclusion of each Performance Period, shall determine the
amount of any Individual Special Awards to be paid to the Chairman and Chief
Executive Officer and each other Executive Officer of the Company, and the
Company shall approve the Individual Special Awards for all other Participants
in recognition of their accomplishments under the criteria set forth in Section
1.2(b).  An Individual Special Award may
not exceed one times base salary for the individual receiving the special award
and, is in addition to a Participant’s Individual Incentive Actual Award.


Section 5 — Compensation Committee Authority.  The Compensation
Committee shall have the right at any time in its sole discretion to modify,
eliminate or withdraw for such Performance Period or any other periods as it
may determine, any payments under Section 4 hereof, in part or in whole.


Section 6 - Payment of Individual Awards.  Actual awards will
be paid to Participants in cash as soon as practical following approval of the
Incentive Actual Award Pool, the Special Award Pool, the Individual Incentive
Actual Awards, and the Individual Special Awards.  The Company shall have the right to deduct
from all payments made under this Plan to a Participant or to a Participant’s
beneficiary or beneficiaries any federal, state, foreign, city or local taxes
required by law to be withheld with respect to such payments.


Section 7 - Administration.  This Plan shall be
administered by the Compensation Committee. 
Any interpretation of this Plan and any decision on any matter
pertaining to this Plan made by the Compensation Committee in its discretion shall
be final, binding, and conclusive upon all persons.


Section 8 — Employment Rights and Other Benefit
Programs.  This Plan does not constitute a contract of
employment, and participation in this Plan will not give a Participant the
right to continue in the employ of the Company on a full-time, part-time, or
any other basis.  In the absence of any
specific agreement to the contrary, this Plan shall not affect any right of the
Company to terminate, with or without cause, any Participant’s employment at
any time.   Participation in this Plan
will not give any Participant any right or claim to any benefit under this
Plan, unless such right or claim 



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has specifically been granted by the Compensation
Committee in writing under the terms of this Plan.


Section 9 — Amendment and Termination.  The
Compensation Committee, in its absolute discretion and without notice, may at
any time and from time to time modify or amend, in whole or in part, any or all
of the provisions of this Plan, or suspend or terminate this Plan entirely.


Section 10 — Applicable Laws.  This Plan
shall be construed, administered and governed in all respects under and by the
laws of the State of Illinois, without regard to its conflict of laws
principles.


Section 11 - Interests Not Transferable.  Any interests of
Participants under this Plan may not be voluntarily sold, transferred,
alienated, assigned or encumbered, other than by will or pursuant to the laws
of descent and distribution.


Section 12 - Severability.  In the event any
provision of this Plan shall be held to be illegal or invalid for any reason,
such illegality or invalidity shall not affect the remaining parts of this
Plan, and this Plan shall be construed and enforced as if such illegal or
invalid provisions had never been contained in this Plan.


Section 13 - Effect on Other Plans or Agreements.  Payments or benefits
provided to a Participant under any stock, deferred compensation, savings,
retirement or other employee benefit plan are governed solely by the terms of
such plan. .


 



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