Exhibit 10.31


PACKAGING CORPORATION OF AMERICA

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


(As Amended and Restated Effective as of January
1, 2005)




INTRODUCTION


The Packaging Corporation of America Supplemental
Executive Retirement Plan (the “Plan”) was originally established November 1,
2000 by Packaging Corporation of America (the “Company”).  The Company hereby amends and restates the
Plan as set forth herein effective as of January 1, 2005 (the “Effective Date”).  The terms of the Plan, as set forth herein,
shall not apply to any Participant of the Plan who terminated employment from
the Company prior to the Effective Date.


The Plan is an unfunded plan for the purpose of
providing retirement benefits with respect to certain employees whose qualified
plan benefits are limited by certain provisions in the Internal Revenue Code of
1986, as amended (the “Code”).  The
portion of the Plan that provides for benefits limited by Code Section 415 is
maintained as an “excess benefit plan” as described in Section 3(36) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”).  The other benefits provided for under the
Plan are only available to a “select group of management or highly compensated
employees” as determined by the Company, and the portion of the Plan providing
such benefits is intended to satisfy the ERISA exemption requirements for a
plan limited to such a group.


The
Plan is intended to satisfy the requirements of Section 409A of the Code.  Except as provided to the contrary in an
Appendix to the Plan, the Company has determined that it does not wish to
distinguish the treatment of benefits accrued and vested by December 31, 2004
from that of benefits accrued or vested after that date.  Accordingly, the Company intends that this
amendment and restatement of the Plan constitute a material modification of the
Plan as in effect on October 3, 2004 and that all benefits under the Plan be
administered on a unitary basis subject to Section 409A of the Code, except as
provided in an Appendix to the Plan.


ARTICLE
I

DEFINITIONS


In
the case of any real or claimed ambiguity, the Administrator shall determine
the meaning and application of each term used herein in its sole
discretion.  Feminine or neuter pronouns
shall be substituted for those of the masculine form, and the plural shall be
substituted for the singular, in any place or places herein where the context
may require such substitution or substitutions.


Subject to the preceding paragraph, for purposes of the Plan, the
following terms shall have the following meanings.


1.1           “Administrator”
shall mean the person, persons, or entity designated as the administrator of
the Plan in Section 3.1.


 



















 


1.2           “Affiliate” means any
parent, subsidiary or other entity that is directly or indirectly controlled
by, or controls, the Company, and any entity that is directly or indirectly
controlled by the Company’s parent.


1.3           “Board” shall
mean the Company’s Board of Directors.


1.4           “Code” shall
mean the Internal Revenue Code of 1986, as amended from time to time.


1.5           “Company”
shall mean Packaging Corporation of America, a Delaware corporation, and, where
applicable, any of its Affiliates that adopt the Plan or have employees or
former employees who are Participants under the Plan.


1.6           “Compensation”
shall have the same meaning as “Covered Compensation” under the PCA Pension
Plan; provided, however, Compensation shall be determined without regard
to any limits under Sections 401 or 415 or any other applicable Section of the
Code and shall include annual bonuses in the year paid (or the year in which
such bonus would have been paid but for a deferral election) pursuant to the
PCA Executive Incentive Compensation Plan, or its successor, for such
year.  The Administrator may for purposes
of the Plan reduce a bonus pro-rata, as necessary, to reflect the actual number
of months worked during the calendar year in which the Employment Termination
Date occurs.


1.7           “Employment
Termination Date” shall mean, with respect to any Participant, the date on
which such Participant’s employment with the Company is terminated for any
reason.


1.8           “Monthly Career
Average Compensation” shall have the same meaning as “Average Monthly
Covered Compensation” under the PCA Pension Plan paid by the Company to the
Participant since January 1, 2000.


1.9           “Pactiv Pension
Plan Benefit” shall mean the single life annuity at age 65 of the
Participant’s benefit, if any, accrued under the Pactiv Retirement Plan as of
April 30, 2004.


1.10         “Pactiv SERP
Benefit” shall mean the single life annuity at age 65 of the Participant’s
benefit, if any, accrued under the Pactiv Corporation Supplemental Executive
Retirement Plan as of April 30, 2004.


1.11         “Participant”
shall mean an employee of the Company or an Affiliate who has been designated
to participate in the Plan by the Board as of the Effective Date, or thereafter
by the Chief Executive Officer of the Company. 
A Participant shall retain such status for purposes of the Plan until
his or her Retirement Benefit has been distributed in full.


1.12         “Participation
Service” shall have the same meaning as “Years of Participation” determined
under the PCA Pension Plan.


1.13         “PCA Pension Plan”
shall mean the PCA Pension Plan for Eligible Grandfathered Salaried Employees,
as may be amended from time to time.



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1.14         “PCA Pension Plan
Benefit” shall mean the single life annuity at age 65, if any, accrued
under the PCA Pension Plan.


1.15         “Plan” shall
mean the Packaging Corporation of America Supplemental Executive Retirement
Plan, as may be amended from time to time.


1.16         “Retirement
Benefit” shall mean the monthly benefit payable under Section 2.1 and any
Appendix to the Plan.


1.17         “Section 409A”
shall mean section 409A of the Code and any applicable regulations, authority,
or other guidance issued thereunder from time to time.


1.18         “Service Ratio”
shall mean the quotient of the Participant’s Participation Service divided by
35.


1.19         “Specified
Employee” means a Participant who, at the time distribution would otherwise
commence, is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i).  Specified Employees will be identified as of
the 12-month period ending on each September 30, and will be considered
Specified Employees for the 12-month period beginning on next following January
1.


1.20         “Surviving Spouse”
shall mean an individual of the opposite sex who is legally married to a
Participant at the time of the Participant’s death and who survives the
Participant for at least 30 days following the Participant’s death.


ARTICLE
II

BENEFITS


2.1           Amount of
Retirement Benefit.  Unless provided
otherwise in an Appendix to the Plan, the Participant’s Retirement Benefit
under this Plan shall be equal to (i) minus (ii), where: (i) equals the product
of the Participant’s Monthly Career Average Compensation, multiplied by the
Participant’s Service Ratio, multiplied by 0.55; and (ii) equals the sum of the
Participant’s Pactiv Pension Plan Benefit plus the Participant’s Pactiv SERP
Benefit, plus the Participant’s PCA Pension Plan Benefit.  If the net Retirement Benefit payable under
this Section 2.1 equals or is below zero, no benefit shall be payable under the
Plan.


2.2           Vesting of
Retirement Benefit.  The Participant’s
Retirement Benefit shall be immediately vested.


2.3           Commencement of
Retirement Benefit Distribution. 
Distribution of a Participant’s Retirement Benefit shall commence upon
the later of the Participant’s Employment Termination Date or the Elected
Distribution Date.  If the Participant’s
distribution commences prior to age 62, the amount of the Retirement Benefit
distributions shall be reduced consistent with the provisions set forth in the
PCA Pension Plan.



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2.4           Distribution
Restrictions.  No distribution may be
made pursuant to the Plan if the Administrator reasonably determines that such
distribution would violate Federal securities laws or other applicable law, or
violate a loan covenant or similar contractual requirement of the Company
causing material harm to the Company.  In
any such case, distribution shall be made at the earliest date at which the
Administrator determines such distribution would not cause such a
violation.  In addition, a distribution
may not be made to a Specified Employee until at least 6 months following his
or her Employment Termination Date or such other date permissible under Section
409A.  Any monthly distributions that
cannot be made during such time shall be accumulated and distributed at the
earliest date permissible under Section 409A.


2.5           Form of
Distribution.  Distributions shall be
made in the form of an annuity, as elected by the Participant in the PCA
Pension Plan from among the actuarially equivalent annuity options
thereunder.  In the absence of a valid
election, distribution shall be made in the form of a single life annuity or,
for married Participants, a 50% joint and survivor annuity.  Notwithstanding any provision to the contrary,
if the Participant’s monthly Retirement Benefit is One Thousand Dollars
($1,000) or less at the time distributions are to commence, such benefit shall
be paid in the form of a lump sum.  The
Administrator may, in its discretion, impose rules or limitations with respect
to elections made under this Section 2.5, as permitted under Section 409A.


2.6           Death Benefit.  Unless provided otherwise in an Appendix to
the Plan, if a Participant dies before the full amount of his Retirement
Benefit is paid, the actuarial equivalent of any remaining Retirement Benefit
payable to his Surviving Spouse shall be paid to the Surviving Spouse in a lump
sum as soon as practicable after the Participant’s death.  If the Participant has no Surviving Spouse,
no further benefits will be paid from the Plan.


2.7           Actuarial
Equivalencies.  The Administrator
shall use the actuarial factors set forth in the PCA Pension Plan to determine
the Participant’s Retirement Benefit under the Plan; provided, however,
that for purposes of any lump sum payment that may be payable under the Plan,
the interest rate used shall be the annual rate of interest on 30-year Treasury
securities as specified by the IRS for the second calendar month preceding the
first day of the calendar year during which the annuity starting date occurs,
and the applicable mortality table described in Rev. Rul. 95-6, 1995-1 C.B.
(page 80), or in such other formal guidance as may be issued from time to time
by the IRS.


2.8           Withholding.  The Administrator will have the power and the
right to deduct or withhold, or require a Participant to remit to the Company,
an amount sufficient to satisfy federal, state, and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising under this Plan.      



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ARTICLE
III

ADMINISTRATION


3.1           Administrator.  The Administrator of this Plan shall be the
Benefits Administration Committee, as appointed by the Company’s Board;
provided that, as permitted by law, the Administrator may delegate some or all
of its authority under the Plan.


3.2           Duties of the
Administrator.  The Administrator
shall administer the Plan in accordance with its terms and purposes and shall
have the authority, which may be exercised in its discretion, to interpret the
Plan, to make any necessary rules and regulations, and to determine benefits
under the Plan.  The Administrator shall
also be responsible for complying with statutory reporting and disclosure
requirements.  The Administrator shall
not be subject to liability with respect to the administration of the
Plan.  Any determination made by the
Administrator in good faith shall be binding upon the Participant, his
Surviving Spouse, and the Company.


3.3           Claims
Procedures/Decision of Administrator. 
In general, distributions under this Plan are automatic and no claim for
benefits need be filed.  However, a
Participant (or the Participant’s Surviving Spouse) may submit a claim for
benefits under this Plan in writing to the Administrator.  The following procedure shall apply in such
case:


If such claim for benefits is wholly or partially denied, the
Administrator shall notify the claimant of the denial of the claim within a
reasonable period of time, but no later than 90 days after receipt of the
written claim, unless special circumstances require an extension of time for
processing the claim.  In such event,
written notice of the extension shall be furnished to the claimant prior to the
end of the 90-day period and shall indicate the special circumstances requiring
the extension and the date by which a final decision is expected.  In no event shall the extension period exceed
90 days from the end of the initial 90 day period.  The notice of denial: (i) shall be in
writing; (ii) shall be written in a manner calculated to be understood by the
claimant; and (iii) shall contain (A) the specific reason or reasons for denial
of the claim; (B) a specific reference to the pertinent Plan provisions upon
which the denial is based; (C) a description of any additional material or
information necessary for the claimant to perfect the claim; and (D) an
explanation of the Plan’s claims review procedure.


Within 60 days of the receipt by the claimant of the written notice of
denial of the claim, or if the claim has not been granted within the applicable
time period, the claimant may file a written request with the Administrator
that it conduct a full and fair review of the denial of the claimant’s claim
for benefits.  In connection with the
claimant’s appeal of the denial of his or her benefit, the claimant may review
pertinent documents and may submit issues and comments in writing.



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The Administrator shall deliver to the claimant a written decision on
the claim promptly, but not later than 60 days after the receipt of the
claimant’s request for review, except that if there are special circumstances
which require an extension of time for processing, the 60-day period shall be
extended to a maximum of 120 days, in which case written notice of the
extension shall be furnished to the claimant prior to the end of the 60-day
period.  The Administrator’s decision
shall: (i) be written in a manner calculated to be understood by the claimant;
(ii) include specific reasons for the decision; and (iii) contain specific references
to the pertinent Plan provisions upon which the decision is based.  If a written decision on review is not
furnished to the claimant within the applicable time period, the claim shall be
deemed denied on review.


3.4           Indemnification.  The Company shall indemnify and hold harmless
the Administrator and each member of the Administrator, or any employee of the
Company, or any individual acting as an employee or agent of either of them (to
the extent not indemnified or saved harmless under any liability insurance or
any other indemnification arrangement) from any and all claims, losses,
liabilities, costs and expenses (including attorneys’ fees) arising out of any
actual or alleged act or failure to act made in good faith pursuant to the
provisions of the Plan, including expenses reasonably incurred in the defense
of any claim relating thereto with respect to the administration of the Plan,
except that no indemnification or defense shall be provided to any person with
respect to any conduct that has been judicially determined, or agreed by the
parties, to have constituted willful misconduct on the part of such person, or
to have resulted in his or her receipt of personal profit or advantage to which
he or she is not entitled.  The rights of
indemnification provided hereunder shall be in addition to any right to which
any person concerned may otherwise be entitled by contract or as a matter of
law, and shall inure to the benefit of the heirs, executors, and administrators
of any such person.


3.5           Expenses.  The Company shall pay all expenses of Plan.


ARTICLE
IV

AMENDMENT AND TERMINATION


4.1           Amendment and
Termination of the Plan.  Although
the Company intends to maintain the Plan indefinitely, the Company reserves the
right to amend or terminate the Plan, in whole or in part, at any time for
whatever purposes it may deem appropriate. 
Notwithstanding the foregoing, no modification of the Plan will, without
the prior written consent of the Participant, alter or impair any rights or
obligations under the Plan, except to the extent the Company determines such
amendment is necessary for the Plan to remain compliant with Code Section 409A.


In addition, the Board’s
discretion to terminate the Plan is subject to the following:


(a)                                the
Plan may be terminated within the 30 days preceding, or 12 months following, a “Change
in Control” (as defined in Code Section 409A) provided that the full actuarial
present value of the Retirement Benefit shall be distributed in full within 12
months after termination;


(b)                               the
Plan may be terminated in the Company’s discretion at any time provided that
(1) all deferred compensation arrangements of similar type maintained by the 



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Company are terminated, (2) the actuarial present
value of the Retirement Benefit shall be distributed in full at least 12 months
and no more than 24 months after the termination, and (3) the Company does not
adopt a new deferred compensation arrangement of similar type for a period of
five years following the termination of the Plan; and


(c)                                the
Plan may be terminated within 12 months of a corporate dissolution taxed under
Section 331 of the Code or with the approval of a bankruptcy court pursuant to
11 U.S.C. 503(b)(1)(A) provided that, subject to the Company’s ability to pay
benefits, the actuarial present value of the Retirement Benefit is distributed
in full by the latest of the (1) the end of the calendar year of the
termination, (2) the calendar year in which such Retirement Benefit is fully
vested, or (3) the first calendar year in which such payment is administratively
practicable.


4.2           Contractual
Obligation.  The Company’s obligation
to make benefit payments with respect to Retirement Benefits accrued under the
terms of this Plan is an irrevocable contractual obligation, with respect to
benefits accrued until that time.


ARTICLE
V

SOURCE OF BENEFITS


No Participant hereunder shall have a
security interest in assets of the Company used to pay benefits.  No benefits under this Plan shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, by either a Participant or his Surviving Spouse, and any
attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or
charge the same shall be void.


ARTICLE
VI

MISCELLANEOUS PROVISIONS


6.1           No Guarantee of
Employment.  Nothing contained herein
shall be construed as a contract of employment or deemed to give any
Participant the right to be retained in the employ of the Company.


6.2           Governing Law.  The provisions of this Plan shall be
construed according to the laws of the State of Illinois to the extent such
laws are not preempted by ERISA.  In any
question of interpretation or other matter of doubt, the Company and the
Administrator may rely upon the opinion of legal counsel.


6.3           Reliance on
Documents, Instruments, etc.  The
Administrator may rely on any certificate, statement or other representation
made on behalf of the Company, a Participant or a Surviving Spouse, which it in
good faith believes to be genuine, and on any certificate, statement, report or
other representation made to it by any agent or any attorney, accountant or
other expert retained by it or the Company in connection with the operation and
administration of the Plan.



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6.4           Information
Requests.  Each Participant,
Surviving Spouse and Company shall furnish to the Administrator such documents,
evidence, data, and other information, as the Administrator considers necessary
or desirable for administering the Plan. 
Retirement Benefits under the Plan are conditioned on an Participant’s
promptly furnishing full, true and complete documents, evidence, data, and
other information requested by the Administrator or Company in connection with
the Plan’s administration.


6.5           Mistake of Fact.  Any mistake of fact or misstatement of fact
shall be corrected when it becomes known and proper adjustment made by reason
thereof.  Without limiting the prior
sentence, the Administrator is expressly authorized to take reasonable steps to
recover mistaken overpayments from the Plan.


6.6           Severability.  If any provision of the Plan is held invalid
or unenforceable, its invalidity or unenforceability will not affect any other
provisions of the Plan and will be construed and enforced as if such provision
had not been included herein.


6.7           Plan Bifurcation.  If, at any time, it is determined by a court
of law or government agency that the Plan is not a plan that is maintained
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees within the meaning of sections
201(2), 301(a)(3) and 401(a)(1) of Title I of ERISA due to the participation of
one or more Participants, the Plan shall be bifurcated into two separate and
distinct plans:  one maintained for the
benefit of Participants who are a select group of management or highly
compensated employees; the other maintained for the benefit of the remaining
Participants.


6.8           Non-transferability
of Benefits.  To the maximum extent
permitted by law, no benefit under the Plan shall be assignable or subject in
any manner to alienation, sale, transfer, claims or creditors, pledge,
attachment or encumbrances of any kind.


6.9           Section
409A Compliance.  Notwithstanding any
provision of the Plan to the contrary, the Plan is intended to comply with
Section 409A and shall at all times be interpreted and administered in
accordance with such intent.  To the
extent any provision of the Plan violates Section 409A, such provision shall be
automatically reformed, if possible to comply with Section 409A of stricken
from the Plan. 


IN WITNESS
WHEREOF, and as conclusive evidence of the adoption of the foregoing, Packaging
Corporation of America has caused these presents to be duly authorized in its
name and behalf by its proper officers thereunto as of December 15, 2006.


	
   

  	
  By:

  	
  /s/ STEPHEN T. CALHOUN

  
	
   

  	
   

  	
  Stephen T.
  Calhoun

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Vice President - Human Resources

  
	
   

  	
   

  	
   

  



 



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Appendix
A


Special
Benefit for Paul T. Stecko


This Special Appendix sets forth certain special
provisions of the Plan with respect to the benefits of Paul T. Stecko (“Stecko”).


1.  Defined
Terms.  Unless otherwise noted,
capitalized terms used in this Appendix A shall have the same meanings ascribed
to them in the Plan.


2.  Retirement
Benefit.  Notwithstanding any
provision of the Plan to the contrary, Stecko’s Retirement Benefit under
Section 2.1 shall be equal to the product of Stecko’s final average
compensation, multiplied by his years of service, multiplied by (.0167).  For purposes of this Appendix A:  (i) “final average compensation” shall mean
Stecko’s average base salary plus average bonus in the three of his final five
years of service during which his base salary and bonus, determined
independently, were highest; and (ii) “years of service” shall equal five (5)
plus the elapsed time from April 12, 1999 until Mr. Stecko’s termination of
service.  Mr. Stecko’s Retirement Benefit
shall not be reduced by his PCA Pension Plan Benefit, Pactiv Pension Plan
Benefit or Pactiv SERP Benefit, and shall be nonforfeitable without regard to
his reason for terminating Service.  If
distribution of Stecko’s Retirement Benefit commences prior to age 62, a 4% per
year reduction will apply.


3.  Death
Benefit.  Notwithstanding any
provision of the Plan to the contrary, upon Mr. Stecko’s death, his entire
Retirement Benefit (including the Grandfathered Benefit) shall be payable in a
lump sum to (a) his Surviving Spouse, (b) if there is no Surviving Spouse, then
to his living children in equal portions, or (c) if none of Mr. Stecko’s
children survives him, then to his estate.


4.  Grandfathered
Benefit.  Notwithstanding any
provision of the Plan to the contrary, Stecko’s retirement benefit under the
Plan determined as of December 31, 2004 is intended to be grandfathered and
exempt from Section 409A, and shall remain subject to the election,
distribution and other terms of the Plan as they appeared on October 3, 2004
(including, but not limited to, the right to receive the Grandfathered Benefit
in a lump sum immediately upon termination of service).  Unless the Company explicitly states
otherwise with Stecko’s consent, no provision of the Plan that is amended,
modified, added or deleted on or after October 3, 2004 shall apply to Stecko’s
Grandfathered Benefit if such provision would cause the Grandfathered Benefit
to be “materially modified” (as defined in Section 409A).


For purposes of this Appendix A, Stecko’s “Grandfathered
Benefit” equals the present value of his retirement benefit under the Plan as
if Stecko had terminated service on December 31, 2004.  For subsequent calendar years, the present
value of the Grandfathered Benefit shall increase pursuant to the terms of the
Plan as in effect on October 3, 2004 and as permitted under Section 409A, but
shall not increase for any additional services rendered or Compensation
received after December 31, 2004.


 



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