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                      PACTIV CORPORATION CHANGE-IN-CONTROL
                    SEVERANCE BENEFIT PLAN FOR KEY EXECUTIVES

      The Pactiv Corporation Change-in-Control Severance Benefit Plan for Key
Executives (the "Plan") was established by Pactiv Corporation (the "Company")
November 4, 1999 (the "Effective Date"). It was amended and restated effective
March 1, 2005 and is hereby further amended and restated effective December 29,
2006. The purpose of the Plan is to induce Key Executives to enter into or
continue 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.

ARTICLE 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:

              (i)    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 (1) or more
                     employee benefit plans maintained by the Company; or

              (ii)   Members of the Incumbent Board cease to constitute a
                     majority of the Company Board; or

              (iii)  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: (1) the surviving
                     or successor corporation, or (2) 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

              (iv)   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: (1) the corporation
                     which holds such assets after such disposition, or (2) if
                     such corporation is a majority-owned subsidiary of

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                     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;
                     or

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

       (b)    "COMPANY" means Pactiv Corporation and any stock corporation of
              which a majority of the voting common or capital stock is owned
              directly or indirectly by Pactiv Corporation.

       (c)    "COMPANY BOARD" means the Board of Directors of the Company.

       (d)    "CONSTRUCTIVE TERMINATION" will be deemed to have occurred if,
              upon or following the Change in Control and within two (2) years
              after the Key Executive becomes aware of a circumstance described
              in (i)--(v) below, a Key Executive Separates from Service from the
              Company after the Company, by action or inaction, and without the
              Key Executive's express prior written consent; provided, however,
              that a Constructive Termination shall not be effective unless a
              written notice is delivered from the Key Executive to the Company
              specifically identifying an event provided in (i)--(v) below and
              of his or her intent to terminate due to such event (a
              "Constructive Termination Notice"). Upon receipt of a Constructive
              Termination Notice, the Company shall have thirty (30) days to
              correct the circumstance described by such notice. The
              Constructive Termination circumstances are as follows:

              (i)    Diminish in any manner the Key Executive's status,
                     position, duties, or responsibilities with the Company from
                     those in effect immediately prior to the Change in Control;
                     without limiting the foregoing, for purposes of this clause
                     (i), 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;

              (ii)   Reduce the Key Executive's then current annual cash
                     compensation from the Company below the sum of: (1) the Key
                     Executive's annual base salary or annual base compensation
                     from the Company in effect immediately prior to the Change
                     in Control, and (2) the Key Executive's average annual
                     award under the Company's Executive Incentive Compensation
                     Plan (or any successor plan) for the three (3) 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;

              (iii)  Cause a material reduction in: (1) the level of aggregate
                     Company-paid medical benefit, life insurance, and
                     disability plan coverages; or (2) the aggregate rate of
                     Company-paid thrift/savings plan contributions and of
                     Company-paid defined benefit retirement plan benefit
                     accrual, from those coverages and rates in effect
                     immediately prior to the Change in Control;

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              (iv)   Effectively require the Key Executive to relocate because
                     of transfer of the Key Executive's place of employment with
                     the Company 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: (1) is greater than twenty-five
                     (25) miles from the place where the Key Executive was
                     employed immediately prior to the Change in Control, and
                     (2) increases the normal commuting time of such Key
                     Executive by more than fifty percent (50%); or

              (v)    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 (d) and the Key
                     Executive's eligibility or application for, or receipt of,
                     any retirement benefits from the Company following
                     Separation from Service shall have no bearing on such
                     determination.

       (e)    "DISCHARGE FOR CAUSE" shall be deemed to have occurred only if,
              following the Change in Control, a Key Executive is discharged by
              the Company from employment because:

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

              (ii)   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
                     the Company after written demand for substantial
                     performance is delivered to the Key Executive by the
                     Company 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 (i) or (ii) above unless a written notice has been
               delivered to the Key Executive stating that the Company has
               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 clause
               (i) or (ii) of this Article 1(e).

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       (f)    "EXECUTIVE GROUP I" shall consist of each individual who is an
              executive officer of the Company and any other officer as approved
              by the Committee in writing on or before the Change in Control as
              a member of Executive Group I.

       (g)    "EXECUTIVE GROUP II" shall consist of each individual who: (i)
              immediately prior to the Change in Control, is an active
              participant in the Company's Executive Incentive Compensation
              Plan, is not a member of Executive Group I and has been designated
              in writing by the Chairman of the Board and Chief Executive
              Officer of the Company, or (ii) immediately prior to the Change in
              Control, is an employee of the Company who has been designated by
              the Chairman of the Board and Chief Executive Officer of the
              Company, in writing on or before the Change in Control, as a
              member of Executive Group II.

       (h)    "INCENTIVE COMPENSATION" shall include Annual Incentive Awards,
              Performance Units, Performance Shares, Cash-Based Awards, and
              Stock Awards under the Pactiv Corporation 2002 Incentive
              Compensation Plan, or any similar or successor plan, and any other
              compensation under any other compensation or incentive plans of
              the Company that is contingent upon the achievement of specified
              performance goals, but which shall exclude Stock Options, Stock
              Appreciation Rights, Restricted Stock, or Restricted Stock Units
              which may be granted under the Pactiv Corporation 2002 Incentive
              Compensation Plan, or any similar or successor plan.

       (i)    "INCUMBENT BOARD" means:

              (i)    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

              (ii)   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.

       (j)    "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986,
              as amended.

       (k)    "KEY EXECUTIVE" means an individual who, immediately prior to the
              Change in Control, is a member of Executive Group I or Executive
              Group II.

       (l)    "SEPARATES FROM SERVICE" or "SEPARATION FROM SERVICE" shall mean
              the Key Executive's "separation from service," with the same
              meaning as prescribed in Internal Revenue Code Section 409A and
              the regulations thereunder.

       (m)    "SPECIFIED EMPLOYEE" shall mean as of the date of Separation from
              Service, a specified employee as defined in Internal Code Section
              409A and the regulations thereunder.

       (n)    "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.

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       (o)    "THREATENED CHANGE-IN-CONTROL PERIOD" shall mean the period
              beginning on the date a Threatened Change in Control occurs and
              ending on the earlier of: (i) 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 (ii) 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.

ARTICLE 2. ELIGIBILITY FOR BENEFITS

       If: (a) within two (2) years after a Change in Control, a Key Executive
is Separated from Service as an employee with the Company because: (i) the Key
Executive is discharged by the Company, provided such discharge is not a
Discharge for Cause, is not a voluntary termination by the Executive, or is not
a termination due to death or disability, or (ii) because of Constructive
Termination, and (b) throughout the period beginning with the Change in Control
and ending with such Separation from Service with the Company, the Key Executive
remains an employee of the Company, he or she shall be entitled to receive the
benefits described in Articles 3, 4, and 6 below; provided that: (i) 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; and (ii) the Key Executive has executed a Restrictive Covenant
Agreement certifying his or her willingness to comply with a noncompetition,
nonsolicitation and/or confidentiality covenant.

ARTICLE 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 two (2) times
              the sum of: (i) the Key Executive's annual base salary in effect
              immediately prior to the Change in Control, plus (ii) the greater
              of: (1) the average of the Key Executive's annual awards under the
              Company's Executive Incentive Compensation Plan (or any successor
              plan) for the last three (3) years of the Key Executive's
              employment with the Company or such shorter period as the Key
              Executive has been employed by the Company, or (2) the Key
              Executive's targeted 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 one (1) times
              the sum of: (i) the Key Executive's annual base salary in effect
              immediately prior to the Change in Control, plus (ii) the greater
              of: (1) the average of the Key Executive's annual awards under the
              Company's Executive Incentive Compensation Plan (or any successor
              plan) for the last three (3) years of the Key Executive's
              employment with the Company or such shorter period as the Key
              Executive has been employed by the Company, or (2) the Key
              Executive's targeted annual award under such plans in effect
              immediately prior to the Change in Control.

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       (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 the Company shall be paid to such
              Key Executive, notwithstanding any provisions of such plan,
              program, or arrangement to the contrary.

       (d)    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 two (2) years from his or her Separation
              from Service. For persons entitled to Executive Group II benefits,
              and their eligible dependents, the period is one (1) year 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.

                     If, as of the Key Executive's date of Separation from
              Service, the provision to the Executive of the insurance coverage
              described in this Article 3(e) would either: (i) violate the terms
              of the Company's health insurance plan (or any other related
              insurance policies), (ii) violate any of the Internal Revenue
              Code's nondiscrimination requirements applicable to the health
              insurance coverage, or (iii) cause the Key Executive to be subject
              to the excise tax under Internal Revenue Code Section 409A, then
              the Company, in its sole discretion, may elect to pay the Key
              Executive, in lieu of the health insurance coverage described
              under this Article 3(e) a lump-sum cash payment equal to the total
              monthly premiums (or in the case of a self-funded plan, the cost
              of COBRA continuation coverage) that would have been paid by the
              Company for the Key Executive under the insurance plan from the
              date of termination through the time period specified for
              Executive Group I or Executive Group II, whichever is applicable.
              In the event that any insurance coverage provided under this
              Article 3(e) is subject to federal, state, or local income or
              employment taxes or Internal Revenue Code Section 409A excise tax,
              or in the event that a lump-sum payment is made in lieu of
              insurance coverage, the Company shall provide the Key Executive
              with an additional payment in the amount necessary such that after
              payment by the Key Executive of all such taxes (calculated after
              assuming the Key Executive pays such taxes for the year in which
              the payment or benefit occurs at the highest marginal tax rate
              applicable), including any taxes imposed on the additional
              payments, the Key Executive effectively received coverage on a
              tax-free basis or retains a cash amount equal to the health
              insurance cash payments provided pursuant to this Article 3(e).

       (e)    The Company shall provide the Key Executive with the lump-sum cash
              value of an additional pension benefit in its retirement plans,
              including its Supplemental Retirement Plan, as if the Key
              Executive's employment had continued for an additional one (1)
              year for Executive Group II or two (2) 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 Separates from
              Service.

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       (f)    The Company shall provide each Key Executive with the lump-sum
              cash value of reasonable outplacement services not to exceed fifty
              thousand dollars ($50,000), consistent with past practices of the
              Company with respect to officers at such level prior to the Change
              in Control.

       (g)    If a Key Executive receives other cash severance benefits from the
              Company, the amount of severance benefit to which the Key
              Executive is entitled under Article 3(a),(b), or (c) above shall
              be considered to be satisfied to the extent of such other cash
              severance payment.

ARTICLE 4. OTHER BENEFITS

       Upon a Change in Control, and without regard to the Key Executive's
employment status following such Change in Control, the Key Executive shall
receive 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, calculated as if one hundred percent (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.

      Upon a Change in Control, and without regard to the Key Executive's
employment status following such Change in Control, and except to the extent an
applicable award is replaced by a Replacement Award (as defined below): (i) all
Stock Options and Stock Appreciation Rights under the Company's Stock Ownership
Plan or the Pactiv Corporation 2002 Incentive Compensation Plan, or any other
similar plan maintained by the Company, shall immediately become fully vested
and exercisable; and (ii) all Restricted Stock or Restricted Stock Units under
the Pactiv Corporation 2002 Incentive Compensation Plan, or any other similar
plan maintained by the Company, whose vesting depends merely on the satisfaction
of a service obligation by a Key Executive to the Company shall vest in full and
be free of restrictions related to the vesting of such awards. To the extent an
applicable award is replaced by a Replacement Award, and the Key Executive
Separates from Service due to an involuntary termination of employment or a
Constructive Termination within the two (2) year period following a Change in
Control, all Replacement Awards shall become fully vested and, if applicable,
exercisable.

      Stock Options and Stock Appreciation Rights shall remain exercisable for
the lesser of thirty-six (36) months or the remaining life of the Stock Option
or the Stock Appreciation Right. The terms "Stock Options," "Stock Appreciation
Right," "Restricted Stock," and "Restricted Stock Unit" shall have the meaning
ascribed to those terms as in the Pactiv Corporation 2002 Incentive Compensation
Plan.

      For the purposes of this Article 4, the term Replacement Award shall mean
an award which: (i) which has a value at least equal to the value of the
replaced award as determined by the Company in its sole discretion; (ii) relates
to publicly traded equity securities of the Company or

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its successor in the Change in Control or another entity that is affiliated with
the Company or its successor following the Change in Control; (iii) other terms
and conditions are not less favorable to the Key Executive than the terms and
conditions of the replaced award (including the provisions that would apply in
the event of a subsequent Change in Control); and (iv) the terms of the
Replacement Award satisfy the conditions of Internal Revenue Code Section 409A.
Without limiting the generality of the foregoing, the Replacement Award may take
the form of a continuation of the replaced award if the requirements of the
preceding sentence are satisfied. The determination of whether the conditions of
this Article 4 are satisfied shall be made by the Committee, as constituted
immediately before the Change in Control, in its sole discretion.

ARTICLE 5. METHOD OF PAYMENT

      If the Key Executive is not a Specified Employee, 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 as soon as administratively practicable, but in
no event later than March 15 of the calendar year after the calendar year of the
Executive's date of Separation from Service. If the Key Executive is a Specified
Employee, 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 not sooner
than the six (6) month anniversary of the Key Executive's Separation from
Service. Notwithstanding the above, payment shall not be made by the Company
prior to the submission of a claim as required by Article 12 of the Plan.

      Notwithstanding the preceding paragraph, no payment provided under this
Plan shall constitute an impermissible acceleration of deferred compensation
within the contemplation of Section 409A of the Internal Revenue Code, and no
payment shall 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 tax withholding requirements, no offset or any other
reduction shall be taken in paying such benefit.

      Notwithstanding this Article 5, the Company's obligation to pay cash
severance amounts due the Key Executive pursuant to this Article 5, to the
extent not already paid, shall cease immediately and such obligation will be
forfeited if it is determined by the Company within a six (6) month period
following the Key Executive's Separation from Service, that the Key Executive
committed an act which would have resulted in the Key Executive's Discharge for
Cause. To the extent already paid, if it is determined by the Company within a
six (6) month period following the Key Executive's Separation from Service that
the Key Executive committed an act which would have resulted in the Key
Executive's Discharge for Cause, the severance amounts provided hereunder shall
be repaid in their entirety by the Key Executive to the Company, and all rights
to such payments shall be forfeited.

ARTICLE 6. GROSS-UP PAYMENT

      If the sum (the "combined amount") of the payments as described herein and
other payments or benefits which the Key Executive has received or has the right
to receive from the Company or any of its subsidiaries which are defined in
Internal Revenue Code Section 280G(b)(2)(A)(i) would constitute a "parachute
payment" (as defined in Internal Revenue Code Section 280G(b)(2)), the combined
amount shall, unless the following sentence applies, be decreased by the
smallest amount that will eliminate any parachute payment. If the decrease
referred to in the preceding sentence is 10 percent (10%) or more of the
combined amount, the combined amount

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shall not be decreased, but rather the Company shall pay to the Key Executive an
amount sufficient to provide the Key Executive, after tax, a net amount equal to
the Internal Revenue Code Section 4999 excise tax imposed on such combined
amount, as increased pursuant to this Article 6 (the "Gross-Up Payment"). For
this purpose, "after tax" means the amount retained by the Key Executive after
satisfaction (whether through withholding, direct payment, or otherwise) of all
applicable federal, state, provincial, and local income taxes at the highest
marginal tax rate, and the Key Executive's share of any applicable FICA taxes.

      If a Key Executive becomes entitled to a Gross-Up Payment as provided in
this Article 6 of the Plan, the Company shall pay the Gross-Up Payment, and such
payment shall include all Gross-Up Payments due in respect of payments made
before, payments made at the same time as, and payments projected to be made
after the payment dates as provided in Article 5 of the Plan. If the Key
Executive is not a Specified Employee, the Company shall pay the Gross-Up
Payment as soon as administratively practicable, but not later than March 15 in
the calendar year following the Key Executive's Separation from Service. If the
Key Executive is a Specified Employee, the Company shall pay the Gross-Up
Payment as soon as administratively practicable on or after the date six (6)
months following the date of the Executive's Separation from Service.

      In determining the potential impact of the Internal Revenue Code Section
4999 excise tax, the Company may rely on any advice it deems appropriate,
including, but not limited to, the counsel of its independent auditors; however,
such advice shall be deemed mutually acceptable to the Company and the Key
Executive. All calculations for purposes of determining whether any of the
combined amount will be subject to the excise tax and the amounts of such excise
tax will be made in accordance with applicable rules and regulations under
Internal Revenue Code Section 280G in effect at the relevant time. 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 ten thousand dollars ($10,000).

      If the Internal Revenue Service adjusts the computation of the Company so
that the Executive did not receive the greatest net benefit, the Company shall
reimburse the Executive for the full amount necessary to make the Executive
whole, plus a market rate of interest, as reasonably determined by the Plan
Administrator. If the Key Executive is a Specified Employee, such reimbursement
shall be made as soon as administratively practicable on a date on or after the
date six (6) months following the Key Executive's date of Separation from
Service, and if the Key Executive is not a Specified Employee, such
reimbursement shall be made as soon as administratively practicable but not
later than March 15 of the calendar year following the calendar year in which
the Internal Revenue Service adjusts the Key Executive's computation. If the
Internal Revenue Service adjusts the computation such that the Company has
exceeded the maximum amount as provided for, then the amount paid in excess
shall be owed back to the Company with applicable interest.

      If, after the receipt by the Key Executive of an amount advanced by the
Company pursuant to this Article 6, the Key Executive becomes entitled to
receive any refund with respect to such claim due to an overpayment of any
excise tax or income tax, including interest and penalties with respect thereto,
the Executive shall (subject to the Company's complying with the requirements of
this Article 6) promptly pay to the Company the amount of such refund (together
with any interest paid or credited thereon after taxes applicable thereto).

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

ARTICLE 8. PLAN AMENDMENT AND TERMINATION

      The Plan may be terminated or amended at any time by the Company Board
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 effect determined as if the Key Executive had incurred a
Separation from Service as described in Article 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 (2) years
from the date of the Change in Control.

ARTICLE 9. FUNDING

      The Company shall pay, or cause to be paid, any severance benefit under
the Plan out of general assets of the Company. 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.

ARTICLE 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.

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ARTICLE 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 Article 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.

ARTICLE 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 the Company
              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
              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 ninety (90) days after receipt of the claim, plus any
              extension of time for processing the claim, not to exceed ninety
              (90) additional days, as special circumstances require. To obtain
              an extension, the Plan Administrator must advise the Key Executive
              in writing during the initial ninety (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 sixty (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 Committee for Key Executives in Executive Groups I,
              or by the Plan Administrator for Key Executives in Executive Group
              II.

                  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 Plan Administrator, Company Board,
              or Committee, whichever is applicable, 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.

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                  The claim will be deemed accepted on review if the Plan
              Administrator fails to give the Key Executive written notice of
              final determination within sixty (60) days after receipt of the
              request for review, plus any extension of time for completing the
              review, not to exceed sixty (60) additional days, as special
              circumstances require. To obtain an extension, the Plan
              Administrator must advise the Key Executive in writing during the
              initial sixty (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.

ARTICLE 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.

ARTICLE 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

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

                                         Date: December 29, 2006




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