exv10w2






Exhibit 10.2




PACTIV CORPORATION




AMENDED AND RESTATED RABBI TRUST AGREEMENT



          The Pactiv Corporation Rabbi Trust, initially adopted November 1, 1999, by Pactiv Corporation,
is hereby amended and restated in its entirety as of May 14, 2010 (the “Effective Date”).




PRELIMINARY STATEMENT




          A. The Company established the Pactiv Corporation Rabbi Trust, effective as of November 4,
1999, for the purpose of holding certain assets, subject to the claims of the Company’s creditors
in the event of the Company’s Insolvency, until paid to Plan participants and their beneficiaries
in such manner and at such times as specified in the Plan(s).




          B. At the time the Trust was established, the Company and certain individuals as trustees
(collectively, the “Trustees”) entered into a trust agreement to set forth the terms of the
Trust (the “Original Agreement”).




          C. Of the four persons initially appointed as Trustees, one, Richard L. Wambold remains as
Trustee (the “Existing Trustee”).




          D. The Company and the Existing Trustee desire to (i) amend and restate the Original
Agreement, as set forth herein, and (ii) appoint the persons listed on the signature page hereof as
additional Trustees.




          E. It is the intention of the parties that this Trust shall not affect the status of the
Plan(s) as an unfunded plan(s) maintained for the purpose of providing deferred compensation for a
select group of management or highly compensated employees for purposes of Title I of ERISA.




AGREEMENT




          NOW, THEREFORE, the parties agree that the Trust Agreement is hereby amended and rested in its
entirety, as follows:




          1. Certain Definitions. In addition to the other terms defined herein, the following
terms shall have the meanings set forth below:





          (a) “Company” means Pactiv Corporation and any successor to Pactiv Corporation
pursuant to Section 15 hereof.



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          (b) “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 below:




          (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 the combined voting power of the Company’s then outstanding shares of common stock or then outstanding securities having general voting rights.
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
under this section (i) solely because twenty percent (20%) or more of the combined
voting power of the Company’s then outstanding shares of common stock or then
outstanding securities having general voting rights is acquired by one or more
employee benefit plans maintained by the Company; or




          (ii) members of the Incumbent Board cease to constitute a majority of the board
of the Company; 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: (A) the surviving
or successor entity, or (B) if the surviving or successor entity is a majority-owned
subsidiary of another entity or entities, the ultimate parent company of the
surviving or successor entity; 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: (A)
the entity which holds such assets after such disposition, or, (B) if such entity is
a majority-owned subsidiary of another entity or entities, the ultimate parent
company of the successor entity 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



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




          (vi) the Company’s stockholders approve a plan of complete liquidation and
dissolution of the Company.




For purposes of this definition, the terms “person” and “beneficial owner” shall have the
meaning set forth in Sections 3(a) and 13(d) of the Securities Exchange Act of 1934, as
amended, in the regulations promulgated thereunder. If the Trustees request in writing that
the Company determine or furnish evidence to enable the Trustees to determine whether a
Change in Control has occurred, the Company shall do so in writing as soon as practicable
following receipt of such request.




          (c) “ERISA” means the Employee Retirement Income Security Act of 1974 and any
rules and regulations promulgated thereunder.




          (d) “Incumbent Board” shall mean (i) the members of the Company’s board of
directors on the Effective Date, to the extent that they continue to serve, and (ii) any
individual who becomes a member of the Company’s board of directors after the Effective
Date, if his election or nomination for election as a director is approved by a vote of at
least three-quarters of the then Incumbent Board.




          (e) “Insolvency” means (i) the Company is unable to pay its debts as they
become due, or (ii) the Company is subject to a pending proceeding as a debtor under the
United States Bankruptcy Code




          (f) “Obligations” means, at any time, the amount of the Company’s Obligations
under the Plans, with Obligations under a defined benefit-type Plan (including the Tenneco
Inc. Pilots’ Supplemental Retirement Plan and the Pactiv Corporation Supplement Executive
Retirement Plan) determined by their PBO, and defined contribution-type Plans (including the
Pactiv Corporation Deferred Compensation Plan) determined by the liability accrued on the
Company’s financial statements.




          (g) “Original Agreement” means the Pactiv Corporation Rabbi Trust dated
November 2, 1999.




          (h) “PBO” means the projected benefit obligation as determined in accordance
with US generally accepted accounting principles.



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          (i) “Plan(s)” means those nonqualifed compensation plans and supplemental
pension arrangements listed on Appendix A, as such Appendix may be amended from time
to time in accordance with the terms hereof.




          (j) “Trust” means the trust created by the Original Agreement, as amended
hereby and as may be amended from time to time in accordance with the terms hereof.




          (k) “Trust Agreement” means the Original Agreement, as amended and restated
hereby.




          (l) “Trustee(s)” means the person(s) or entity(ies) appointed as Trustee(s)
under the terms of the Trust Agreement; except where the context is clear another meaning is
intended, the term “Trustees” includes the Existing Trustees.



          2. Establishment of Trust.





          (a) Subject to the rules explicitly set forth herein, the Trust has been established
pursuant to the terms of the Original Agreement, and is amended and rested hereby. The
Trust is irrevocable.




          (b) The Trust is intended to be a grantor trust, of which the Company is the grantor,
within the meaning of subpart E, part I, subchapter J, chapter I, subtitle A of the Internal
Revenue Code of 1986, as amended, and shall be construed accordingly.




          (c) The principal of the Trust, and any earnings thereon shall be held separate and
apart from other funds of the Company and shall be used exclusively for the uses and
purposes of Plan participants and general creditors as herein set forth. Plan participants
and their beneficiaries shall have no preferred claim on, or any beneficial ownership
interest in, any assets of the Trust. Any rights created under the Plan(s) and this Trust
Agreement shall be mere unsecured contractual rights of Plan participants and their
beneficiaries against the Company. Any assets held by the Trust will be subject to the
claims of the general creditors of the Company and any of the Company’s domestic
subsidiaries.




          (d) The Company, in its sole discretion, may at any time, and from time to time, make
deposits of common stock of the Company, cash, or other property in trust with the Trustees
to augment the principal to be held, administered and disposed of by the Trustees as
provided in this Trust Agreement. Except as provided herein, neither the Trustees nor any
Plan participant or beneficiary shall have any right to compel additional deposits.



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          3. Payments to Plan Participants and their Beneficiaries.





          (a) At least annually, the Company shall deliver to the Trustees a schedule (the
“Payment Schedule”) that indicates the amounts payable in respect of each Plan
participant (and his or her beneficiaries), that provides a formula or other instructions
acceptable to the Trustees for determining the amounts so payable, the form in which such
amount is to be paid (as provided for or available under the Plan(s)), and the time of
commencement for payment of such amounts. To the extent that any amounts are due to an
employee (or beneficiary of an employee) of a subsidiary of the Company, and the subsidiary
fails to make such payment, the Company shall do so. Except as otherwise provided herein,
if the Company has failed to make payments to the Plan participants and their beneficiaries
in accordance with such Payment Schedule, the Trustees shall do so. The Company shall make
provision for the reporting and withholding of any federal, state or local taxes that may be
required to be withheld with respect to the payment of benefits pursuant to the terms of the
Plan(s) and shall pay amounts withheld to the appropriate taxing authorities.




          (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under
the Plan(s) shall be determined by the Company or such party as it shall designate under the
Plan(s), and any claim for such benefits shall be considered and reviewed under the
procedures set out in the Plan(s). Notwithstanding the foregoing, the Trustees may, without
direction from the Company, make payments to Plan participants and beneficiaries in such
manner and in such amounts as the Trustees shall determine they are entitled to be paid
under the Plans (to the extent funded through the Trust) based on the most recent
information furnished to the Trustees by the Company and any supplemental information
furnished to the Trustees by a participant or beneficiary upon which the Trustees may
reasonably rely in making such determination. Notwithstanding any other provision hereof,
persons (other than persons covered by the Tenneco Inc. Pilots’ Supplemental Retirement
Plan) who were employees of Tenneco Management Company (“TMC”) immediately prior to
November 4, 1999, or who are treated as such under the HR Agreement (as defined in the
Original Agreement), except such persons who are employed by the Company or a subsidiary of
the Company other than TMC immediately after November 4, 1999, though they may be
participants in the Plans listed in Appendix A, shall not be entitled to payments under the
Trust, and payments shall be available for their benefit Obligations through a separate
rabbi trust.




          (c) The Company may make payment of benefits directly to Plan participants or their
beneficiaries as they become due under the terms of the Plan(s). The Company shall notify
the Trustees of its decision to make payment of benefits directly prior to the time amounts
are payable to participants or their beneficiaries. In addition, if the principal of the
Trust, and any earnings thereon, are not sufficient to make payment of benefits in
accordance with the terms of the Plan(s), the Company shall make the balance of each such
payment as it falls due. The Trustees shall notify the Company where principal and earnings
are not sufficient.



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          (d) The Company shall cause its actuary to determine the Obligations under all of the
Plans as of each January 1. To the extent that the value of the assets of the Trust as of
the January 1 in question is less than the total Obligations under all of the Plans as so
determined, the Company shall contribute additional assets to the Trust with a value equal
to the difference. To the extent that the assets of the Trust exceed 110% of the
Obligations, the Company may withdraw assets with a value equal to the excess of the value
of the Trust’s assets over 110% of such Obligations.




          (e) In the event of a material change the amount of the Obligations (including as the
result of the termination or pay-out of a Plan), the Company shall cause its actuary to
determine the remaining Obligations under all of the Plans after giving effect to such
change. To the extent that the value of the assets of the Trust as of such date is less
than the total Obligations under all of the Plans as so determined, the Company shall
contribute additional assets to the Trust with a value equal to the difference. To the
extent that the assets of the Trust exceed 110% of the Obligations, the Company may withdraw
assets with a value equal to the excess of the value of the Trust’s assets over 110% of such
Obligations.




          (e) Notwithstanding any other provision hereof, the Trustees may sell Company common
stock or other assets in order to provide cash to pay benefits hereunder.



          4. Trustee Responsibility Regarding Payments to Trust Beneficiaries when the Company is
Insolvent.





          (a) The Trustees shall cease payment of benefits to Plan participants and their
beneficiaries if the Company is Insolvent.




          (b) In the event of Insolvency of the Company, the following rules shall apply:




          (1) The Company shall inform the Trustees in writing of the Company’s
Insolvency. If a person claiming to be a creditor of the Company alleges in writing
to the Trustees that the Company has become Insolvent, the Trustees shall determine
whether the Company is Insolvent and, pending such determination, the Trustees shall
discontinue payment of benefits to Plan participants or their beneficiaries.




          (2) Unless the Trustees have actual knowledge of the Company’s Insolvency, or
have received notice from the Company or a person claiming to be a creditor alleging
that the Company is Insolvent, the Trustees shall have no duty to inquire whether
the Company is Insolvent. The Trustees may in all events rely on such evidence
concerning the Company’s solvency as may be furnished to the Trustees and that



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provides the Trustees with a reasonable basis for making a determination
concerning the Company’s solvency.




          (3) If at any time the Trustees have determined that the Company is Insolvent,
the Trustees shall discontinue payments to Plan participants or their beneficiaries
and shall hold the assets of the Trust for the benefit of the Company’s general
creditors. Nothing in this Trust Agreement shall in any way diminish any rights of
Plan participants or their beneficiaries to pursue their rights as general creditors
of the Company with respect to benefits due under the Plan(s) or otherwise.




          (4) The Trustees shall resume the payment of benefits to Plan participants or
their beneficiaries in accordance with Section 4 of this Trust Agreement
only after the Trustees have determined that the Company is not Insolvent (or is no
longer Insolvent).




          (c) Provided that there are sufficient assets, if the Trustees discontinue the payment
of benefits from the Trust pursuant to Section 4(b) hereof and subsequently resumes
such payments, the first payment following such discontinuance shall include the aggregate
amount of all payments due to Plan participants or their beneficiaries under the terms of
the Plan(s) for the period of such discontinuance, less the aggregate amount of any payments
made to Plan participants or their beneficiaries by the Company in lieu of the payments
provided for hereunder during any such period of discontinuance.



          5. Payments to the Company. Except as provided in Sections 3 or 4 hereof, the
Company shall have no right or power to direct the Trustees to return to the Company or to divert
to others any of the Trust assets before all payment of benefits have been made to Plan
participants and their beneficiaries pursuant to the terms of the Plan(s).




          6. Trustee Powers of Investment and Management. The Trustees shall have the following
powers with respect to any and all assets at any time held by it and constituting part of the Trust
Fund:





          (a) The Trust shall acquire and hold such assets in the Trust determined by the
Trustees, which may include shares of the common stock of the Company, as determined by the
Company. Following a Change in Control, the Trustees shall invest the Trust assets in such
a manner as the Trustees determine appropriate, and in connection therewith may sell any
assets, including shares of the common stock of the Company, for cash or other consideration
and hold or reinvest the proceeds.




          (b) All rights associated with any stock held in the Trust, including voting rights,
shall be exercised by the Trustees or the person designated by the Trustees, and shall in no
event be exercisable by or rest with



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Plan participants. Voting rights are exercisable by the Trustees in a non-fiduciary
capacity without the approval or consent of any person in a fiduciary capacity.



          7. Disposition of Income. During the term of this Trust, all income received by the
Trust, net of expenses and taxes, shall be accumulated and reinvested as determined by the
Trustees.




          8. Accounting by the Trustees. The Trustees shall keep accurate and detailed records
of all investments, receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between the Company and the
Trustees. Within 60 days following the close of each calendar year and within 60 days after the
removal or resignation of the Trustees, the Trustees shall deliver to the Company a written account
of its administration of the Trust during such year or during the period from the close of the last
preceding year to the date of such removal or resignation, setting forth all investments, receipts,
disbursements and other transactions effected by it, including a description of all securities and
investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued
interest paid or receivable being shown separately), and showing all cash and securities held in
the Trust at the end of such year or as of the date of such removal or resignation as the case may
be.




          9. Responsibility of the Trustees.





          (a) The Trustees shall act with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in like capacity and familiar
with such matters would use in the conduct of an enterprise of a like character and with
like aims, provided, however, that the Trustees shall incur no liability to any person for
any action taken pursuant to a direction, request or approval given by the Company which is
contemplated by, and in conformity with, the terms of this Trust and is given in writing by
the Company. In the event of a dispute between the Company and a party, the Trustees may
apply to a court of competent jurisdiction to resolve the dispute.




          (b) If any Trustee undertakes or defends any claim or litigation (or threatened
litigation) arising in connection with this Trust, the Company agrees to indemnify the
Trustee against the Trustee’s costs, expenses and liabilities (including, without
limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for
such payments. If the Company does not pay such costs, expenses and liabilities in a
reasonably timely manner, the Trustee may obtain payment from the Trust.




          (c) The Trustees may consult with legal counsel (who may also be counsel for the
Company generally) with respect to any of its duties or obligations hereunder.



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          (d) The Trustees may hire agents, accountants, actuaries, investment advisors,
financial consultants or other professionals to assist it in performing any of its duties or
obligations hereunder.




          (e) The Trustees shall have, without exclusion, all powers conferred on the Trustees by
applicable law, unless expressly provided otherwise herein.




          (f) Notwithstanding any powers granted to the Trustees pursuant to this Trust Agreement
or to applicable law, the Trustees shall not have any power that could give this Trust the
objective of carrying on a business and dividing the gains therefrom, within the meaning of
Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to
the Internal Revenue Code.




          (g) Any action required to be taken by the Company, or direction given by the Company,
shall be by resolution of the Compensation / Nominating / Governance (“C/N/G”)
Committee of its board of directors or by written direction of one or more of its president,
any vice president or treasurer. The Trustees may rely upon a resolution or direction filed
with the Trustees and shall have no responsibility for any action taken by the Trustees in
accordance with any such resolution or direction.



          10. Compensation and Expenses of the Trustees. The Company shall pay all reasonable
administrative expenses and the Trustees’ fees and expenses. If not so paid, the fees and expenses
shall be paid from the Trust. Notwithstanding the foregoing, any individual who is a current
employee of the Company who shall be a Trustee shall serve without fee but shall be entitled to
reimbursement of expenses.




          11. Trustee Resignation or Removal.





          (a) Any Trustee may resign at any time by written notice to the Company, which shall
be effective 30 days after receipt of such notice unless the Company and the Trustee agree
otherwise.




          (b) Any Trustee may be removed by the Company on 30 days notice or upon shorter notice
acceptable by the Trustee.




          (c) Upon a Change in Control, the Trustees may not be removed by the Company for two
years.




          (d) If any Trustee resigns within two years of a Change in Control, as defined herein,
the remaining Trustees shall select a successor Trustee in accordance with the provisions
of Section 12 hereof prior to the effective date of the Trustee’s resignation.




          (e) For purposes hereof, death or incapacity shall be deemed an immediately effective
resignation.



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          12. Appointment of Successor.





          (a) If any Trustee resigns or is removed in accordance with Section 11 hereof,
the Trustees may appoint any third party as a successor to replace the Trustee upon
resignation or removal. The appointment shall be effective when accepted in writing by the
new Trustee, who shall have all of the rights and powers of the former Trustee, including
ownership rights in the Trust assets. The former Trustee shall execute any instrument
necessary or reasonably requested by the Company or the successor Trustee to evidence the
transfer.




          (b) The successor Trustee need not examine the records and acts of any prior Trustees
and may retain or dispose of existing Trust assets, subject to the rules hereof. The
successor Trustees shall not be responsible for and the Company shall indemnify and defend
the successor Trustee from any claim or liability resulting from any action or inaction of
any prior Trustees or from any other past event or any condition existing at the time it
becomes successor Trustees.




          (c) If all of the then serving Trustees shall resign or be removed, the C/N/G
Committee shall appoint a successor Trustee, and until such appointment shall have all
powers of the Trustees hereunder.



          13. Amendment or Termination.





          (a) This Trust Agreement, including Appendix A, may be amended by a written
instrument executed by the Trustees and the Company. Notwithstanding the foregoing, no
such amendment shall conflict with the terms of the Plan(s) or shall make the Trust
revocable.




          (b) The Trust shall not terminate until the date on which Plan participants and their
beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan(s).
Upon termination of the Trust, any assets remaining in the Trust shall be returned to the
Company.




          (c) Upon written approval of Participants or beneficiaries entitled to payment of
benefits pursuant to the terms of the Plan(s), the Company may terminate this Trust prior
to the time all benefit payments under the Plan(s) have been made. All assets in the Trust
at termination shall be returned to the Company.




          (d) This Trust Agreement may not be amended by the Company for two years following a
Change in Control.



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          14. Miscellaneous.





          (a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the
extent of any such prohibition, without invalidating the remaining provisions hereof.




          (b) Benefits payable to Plan participants and their beneficiaries under this Trust
Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy, execution or other legal or
equitable process.




          (c) This Trust Agreement shall be governed by and construed in accordance with the laws
of the State of Illinois.



          15. Corporate Restructuring. In the event of any merger, reorganization,
consolidation, recapitalization, separation, liquidation, stock dividend, extraordinary dividend,
spin-off, rights offering, share combination, or other change in the corporate structure of the
Company affecting its common stock, the Trustees may, in its sole discretion, cause the transfer of
all or a portion of the Trust’s assets to a comparable trust maintained by one or more of the
resulting corporate entities or otherwise cause such changes in the Trust or its assets as it shall
deem appropriate.







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          IN WITNESS WHEREOF, the Company and the Trustees have executed this Pactiv Corporation Amended
and Restated Rabbi Trust as of the Effective Date.




	 	 	 	 	 
	COMPANY:                                	PACTIV CORPORATION

 	 
	 	By:  	/s/ Michael O. Oliver
 	 
	 	 	Name:  	Michael O. Oliver 	 
	 	 	Title:  	V.P. & Chief H.R. Officer 	 




EXISTING TRUSTEE:




	 	 	 	 	 
	 	/s/ Richard L. Wambold
 	 
	 	Richard L. Wambold 	 


ADDITIONAL TRUSTEES (APPOINTED HEREBY):




	 	 	 	 	 
	 	/s/ Michael Aldrich
 	 
	 	Michael Aldrich 	 
	 
	 	/s/ Joseph E. Doyle
 	 
	 	Joseph E. Doyle 	 
	 
	 	/s/ Gregory A. Hanson
 	 
	 	Gregory A. Hanson 	 
	 
	 	/s/ Donald King
 	 
	 	Donald King 	 
	 
	 	/s/ Michael O. Oliver
 	 
	 	Michael O. Oliver 	 
	 
	 	/s/ Edward T. Walters
 	 
	 	Edward T. Walters 	 
	 




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APPENDIX A




The Plans




	1.	 	Pactiv Corporation Deferred Compensation Plan.
	 
	2.	 	Tenneco Inc. Pilots’ Supplemental Retirement Plan.
	 
	3.	 	Pactiv Corporation Supplement Executive Retirement Plan, including those addendums such Plan
providing for a separate calculation of benefits for certain individuals.






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