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                                                                  EXHIBIT 4.6




                        PACKAGING CORPORATION OF AMERICA
                 RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES

                           EFFECTIVE FEBRUARY 1, 2000

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                        PACKAGING CORPORATION OF AMERICA
                 RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES

                           EFFECTIVE FEBRUARY 1, 2000

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<CAPTION>

<S>                                                                                           <C>
ARTICLE I - DEFINITIONS........................................................................1

ARTICLE II - PARTICIPATION................................................................... 10
         2.1      Enrollment in Plan......................................................... 10
         2.2      Reenrollment............................................................... 10
         2.3      Transfer to a Related Entity or Change in Employment Status.................11

ARTICLE III - SALARY DEFERRAL CONTRIBUTIONS...................................................12
         3.1      Salary Deferral Contributions...............................................12
         3.2      Maximum Amount of Salary Deferral Contributions.............................12
         3.3      Variation, Discontinuance and Resumption of Contributions...................12
         3.4      Limitation on Salary Deferral Contributions.................................13
         3.5      Definitions.................................................................14
         3.6      Rollover Contributions......................................................15

ARTICLE IV - Company Contributions............................................................16
         4.1      Company Retirement Contributions............................................16
         4.2      Matching Company Contributions..............................................16
         4.3      Limitation on Matching Company Contributions................................17
         4.4      Two or More Plans...........................................................17
         4.5      Multiple Use of Alternative Limitation......................................18
         4.6      Limitation on Contributions and Benefits....................................19
         4.7      Restrictions on Salary Deferral Contributions for
                  Highly Compensated Employees................................................20
         4.8.     Top-Heavy Requirements......................................................20

ARTICLE V - VESTING AND SETTLEMENT OF ACCOUNTS................................................21
         5.1      Vesting.....................................................................21
         5.2      Payment of Accounts.........................................................21
         5.3      Commencement of Benefits....................................................22
         5.4      Payment upon Death of Participant...........................................23
         5.5      Reemployment................................................................23
         5.6      Missing Participants........................................................24

ARTICLE VI - WITHDRAWALS AND LOANS............................................................26
         6.1      In-Service Withdrawals......................................................26
         6.2      Loans.......................................................................26
         6.3      Asset Values................................................................27

</TABLE>

                                        i

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<TABLE>
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<S>                                                                                           <C>
         6.4      Termination Prior to Distribution...........................................27
         6.5      Withdrawals by Alternate Payees.............................................27

ARTICLE VII - ADMINISTRATION..................................................................28
         7.1      Named Fiduciary.............................................................28
         7.2      Administrative Committee....................................................28
         7.3      Powers.  ...................................................................29
         7.4      Duties.  ...................................................................30

ARTICLE VIII - INVESTMENT OF TRUST FUNDS......................................................32
         8.1      Investment Committee........................................................32
         8.2      Powers and duties...........................................................32
         8.3      Designation of Investment Options by Participants...........................33
         8.4      Rules Governing Investments.  ..............................................33
         8.5      Delegation..................................................................36
         8.6      Standard of Care............................................................36
         8.7      Compensation................................................................37
         8.8      Notification................................................................37

ARTICLE IX - FUNDING..........................................................................38
         9.1      Employer Contribution Irrevocable...........................................38
         9.2      Exceptions to Irrevocability................................................38

ARTICLE X - EXPENSES OF THE PLAN..............................................................39
         10.1     Administrative Expenses.....................................................39
         10.2     Other Expenses.  ...........................................................39

ARTICLE XI - TRUSTEE..........................................................................40
         11.1     Appointment.................................................................40
         11.2     Powers and Duties...........................................................40
         11.3     Successor Trustee...........................................................40
         11.4     Use of Trust Funds..........................................................40
         11.5     Incorporation of Trust Agreement............................................41

ARTICLE XII - AMENDMENT AND TERMINATION OF PLAN AND MERGER....................................42
         12.1     Amendment of Plan...........................................................42
         12.2     Termination of Plan.........................................................42
         12.3     Merger of Plan and Transfer of Assets.......................................43

ARTICLE XIII - MISCELLANEOUS..................................................................44
         13.1     Rights Not Assignable.......................................................44
         13.2     Plan Not a Contract of Employment...........................................44
         13.3     Agent for Service of Process................................................45
         13.4     Controlling Law.............................................................45


</TABLE>

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<TABLE>
<CAPTION>

<S>                                                                                           <C>
         13.5     Facility of Payment............................................................................45
         13.6     Eligible Rollover Distribution.................................................................45
         13.7     Qualified Military Service.....................................................................47
         13.8     Loan Repayments During Military Service........................................................47

ARTICLE XIV - RELATED ENTITIES...................................................................................48
         14.1     Adoption of Plan...............................................................................48
         14.2     Withdrawal from Plan...........................................................................48

ARTICLE XV - CLAIMS FOR BENEFITS.................................................................................50
         15.1     Claims for Benefits.  .........................................................................50
         15.2     Denial of Claim.  .............................................................................50
         15.3     Procedure for Review of Denied Claims..........................................................51

Exhibit A........................................................................................................53

</TABLE>

                                       iii

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The Packaging Corporation of America Retirement Savings Plan for Salaried
Employees is hereby adopted effective February 1, 2000, except as otherwise
expressly provided, to read as follows:

                                    ARTICLE I

                                   DEFINITIONS

                  Words and phrases are defined in this Article I for purposes
of the Trust Agreement as well as the Plan.

                  1.1 "Accounts" means the separate bookkeeping accounts
maintained for each Participant as part of the Trust Fund, to which are credited
all Plan Contributions and any income, gains, expenses and losses accruing with
respect thereto. The following Accounts, as appropriate, shall be maintained for
each Participant:
                  (a)      a "Salary Deferral Contributions Account";

                  (b)      a "Company Retirement Contributions Account";

                  (c)      a "Matching Company Contributions Account", for all
                           Matching Company Contributions accrued under the Plan
                           or under the Tenneco Thrift Plan on or after January
                           1, 1993;

                  (d)       a "Pre-1993 Matching Company Contributions Account";

                  (e)      an "Employee Contributions Account";

                  (f)      a "Rollover Contributions Account"; and

                  (g)      a "Loan Account".

The Plan Administrator may, in his discretion, establish additional Accounts or
subaccounts as he deems appropriate.

<PAGE>

                  1.2 "Account Balance" means the aggregate fair market value of
the assets held for the account of a Participant.

                  1.3 "Beneficiary" means any person validly designated in
accordance with procedures established under the Plan by a Participant to
receive payments under the Plan due after the Participant's death. To be
effective, a designation must be in writing and in such form as has been
approved by the Plan Administrator, signed by the Participant, and filed with
the Plan Administrator. If the Participant is married at the time of death and
the designated beneficiary is a person other than the Participant's spouse, such
designation shall not be effective unless the spouse specifically consents to
such beneficiary in writing which acknowledges the effect of the consent and
which is witnessed by a notary public or Plan representative designated for such
purpose by the Plan Administrator. Any change in such non-spouse beneficiary
shall require another such consent by the spouse. If the designated Beneficiary
predeceases the Participant, or if no Beneficiary is designated, payments under
the Plan after the date of the Participant's death shall be paid to the
Participant's spouse, if one is living at the date of the Participant's death,
and, if not, to the Participant's estate.

                  1.4 A "Break in Service" shall occur when an Employee whose
employment with the Employer has terminated has a Period of Severance of at
least twelve consecutive months.

                  1.5 "Code" means the Internal Revenue Code of 1986, as
amended.

                                        2

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                  1.6 "Company" means Packaging Corporation of America and its
successors by merger, consolidation or sale of assets.

                  1.7 "Company Retirement Contributions" means the Employer's
contributions pursuant to Section 4.1.

                  1.8 "Compensation" means the regular base compensation (or
temporary part-time compensation) and sales commissions, including Salary
Deferral Contributions under the Plan and any compensation reductions agreed to
by the Participant pursuant to any cafeteria plan, as described by Section 125
of the Code, paid to a Participant for services rendered as an Employee under
rules uniformly applied by the Employer to all Participants in similar
circumstances. The specific items of compensation that are included or excluded,
as applicable, from Compensation are reflected in the Earnings Code chart
attached as Exhibit B. The Plan Administrator may modify or revise the Earnings
Code chart in a manner consistent with the above definition of Compensation
without the approval of the Board of Directors of the Company. Notwithstanding
any other provision of the Plan, "Compensation" shall not include compensation
greater than $150,000 per year, adjusted as provided by the Code, nor shall such
compensation be used for any purpose under the Plan.

                  1.9 "Effective Date" means February 1, 2000 except as may
otherwise be provided in a Special Appendix.

                  1.10 An "Employee" means any employee who is classified by his
or her Employer as a "salaried" employee and whose hours of work, salary or
wage, and other working

                                        3

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conditions are not governed by the provisions of a collective bargaining
agreement unless that agreement expressly provides for participation in the
Plan. Notwithstanding any provision of the Plan to the contrary, the term
Employee shall not include for any purpose of the Plan any independent
contractor or leased employee who performs services for the Company or an
Affiliate or any other individual performing services who is not classified as
an 'employee' by the Company. To the extent required by Code Section 414(n), a
'leased employee' shall be treated as an Employee but shall not be eligible to
participate in the Plan. To the extent required by Code Section 414(o),
individuals who are not otherwise Employees shall be treated as Employees but
shall not be eligible to participate in this Plan.

                  1.11 "Employee Contributions" means the Employee's
contributions to the Tenneco Thrift Plan by payroll deduction prior to April 1,
1984.

                  1.12 "Employer" means the Company and such other Related
Entities as shall, with the consent of the Company, adopt this Plan. The
Employers are those entities listed in Exhibit A hereto.

                  1.13 "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended from time to time.

                  1.14 "Hour of Service" means each hour for which an Employee
is paid by the Company or a Related Entity for the performance of duties for
such Employer.

                  1.15 "Matching Company Contributions" means the Employer's
contributions, as provided in Section 4.2.

                                        4

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                  1.16 "Participant" means any person who has been enrolled in
the Plan and whose entire Account Balance has not been distributed. Participant
also includes any former Employee who was actively employed by the Company as of
April 12, 1999 and who was a Participant in the Tenneco Thrift Plan as of the
Effective Date.

                  1.17 "Period of Severance" means a period that begins on a
Severance from Service Date and ends on the first date thereafter on which an
Employee performs an Hour of Service.

                  1.18 "Plan" means the Packaging Corporation of America
Retirement Savings Plan for Salaried Employees, as in effect from time to time.

                  1.19 "Plan Administrator" shall mean the Administrative
Committee or any person or persons designated by the Administrative Committee to
act as Plan Administrator in accordance with Section 7.2(c).

                  1.20 "Plan Year" means a calendar year, provided that there
will be a short initial Plan Year beginning on the Effective Date and ending on
December 31, 2000.

                  1.21 "Related Entity" means (i) any business entity which is a
member of a "controlled group of corporations", or a group of "trades or
businesses under common control", of which the Company is a member, within the
meaning of Sections 414(b) or 414(c) of the Code, or (ii) any corporation,
company, partnership, joint venture or other business which has

                                        5

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been designated as a "Related Entity" by the Plan Administrator, but only to the
extent so designated.

                  1.22 "Salary Deferral Contributions" means the contributions
made to the Trust pursuant to a salary deferral authorization of the
Participant, as provided in Section 3.1.

                  1.23     "Severance from Service Date" means the earlier of:

                  (a)      the date on which an Employee quits, retires, is
                           determined to be Totally Disabled pursuant to Section
                           1.25, is discharged, dies or otherwise ceases to be
                           an Employee; or

                  (b)      the first anniversary of the last date on which the
                           Employee had an Hour of Service, unless the Employee
                           has an approved period of absence. An Employee has an
                           approved period of absence only if such absence was
                           authorized by the Employer and the Employee returns
                           to active service within the authorized time.

Notwithstanding the foregoing, in the case of an absence from work, for
maternity or paternity reasons, the Severance from Service Date means the first
anniversary of such absence. For purposes of this paragraph, an absence from
work for maternity or paternity reasons means an absence --

                  (1)      by reason of the pregnancy of the individual,

                  (2)      by reason of the birth of the child of the
                           individual,

                  (3)      by reason of the placement of the child with the
                           individual in connection with the adoption of such
                           child by such individual, or


                                        6

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                  (4)      for purposes of caring for such child for a period
                           beginning immediately following such birth or
                           placement;

                                        7

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provided, that the individual furnishes to the Plan Administrator such timely
information as it may reasonably require to establish that the absence is for
the reasons referred to above, and the duration of such absence.

                  1.24 "Special Appendix" means a special appendix to the Plan.
The terms of any Special Appendix shall govern with respect to the Employees
covered thereby notwith standing any other provision of the Plan.

                  1.25 "Total Disability" means any medically determinable
physical or mental impairment which (i) throughout the 12 consecutive month
period ending on the date the Participant ceased to be actively at work,
prevented the Participant from engaging in his or her regular employment, and
(ii) is expected to continue to prevent the Participant from engaging in his or
her regular employment indefinitely. The determination of whether or not the
requirements for "Total Disability" have been satisfied shall be made by the
Plan Administrator from the Participant's medical records and other relevant
evidence. The Plan Administrator may require a Participant to be examined by a
physician or physicians designated by the Plan Administrator.

                  1.26 "Trust" means the fund held under the Trust Agreement or
Trust Agreements.

                  1.27 "Trust Agreement" means the Packaging Corporation of
America Retirement Savings Plan for Salaried Employees Trust Agreement.

                                        8

<PAGE>

                  1.28 "Trustee" means any Trustee appointed by the Board of
Directors of the Company.

                  1.29 "Vest" or "Vested" means the nonforfeitable right of a
Participant to receive some portion or all of his or her Account Balance
attributable to Company Retirement Contributions in accordance with the terms of
the Plan.

                  1.30 "Year of Service" means a twelve month period of service,
computed in accordance with Treasury Regulations Section 1.410(a)-7. All Years
of Service and partial Years of Service shall be counted to determine an
Employee's eligibility for enrollment in the Plan, eligibility to share in
the Company Retirement Contribution, and to determine whether the Participant
is Vested, except for the following:

                  (a)      An Employee who is rehired prior to incurring a Break
                           In Service shall receive credit for Years of Service
                           prior to and including the Period of Severance.

                  (b)      An Employee who is rehired after incurring a Break In
                           Service where the Period of Severance extends for
                           less than 60 consecutive months shall receive credit
                           for Years of Service prior to the Break In Service
                           but shall not receive credit for Years of Service
                           during the Period of Severance.

                  (c)      A non-Vested Employee who is rehired after incurring
                           a Break In Service where the Period of Severance
                           extends longer than 60 consecutive months shall not
                           receive credit for Years of Service prior to the
                           Break In Service or during the Period of Severance.

                  Wherever appropriate, words used in this document in the
singular shall denote the plural, or the plural shall denote the singular, the
masculine shall denote the feminine, and the feminine shall denote the
masculine.


                                        9

<PAGE>

                                   ARTICLE II

                                  PARTICIPATION

                2.1 ENROLLMENT IN PLAN. Any Participant who was enrolled in the
Tenneco Thrift Plan as of April 12, 1999 and who continues to be an Employee of
an Employer as of the Effective Date shall automatically be enrolled in the Plan
except as otherwise provided hereunder. Every other Employee of an Employer
shall be enrolled in the Plan on the first day of the calendar month after:

                (a)        the 6-month anniversary of his or her date of
                           employment; and

                (b)        he or she has made written application in a manner
                           acceptable to the Plan Administrator; and

                (c)        he or she has properly authorized the Employer to
                           make Salary Deferral Contributions on his or her
                           behalf.

Notwithstanding the foregoing, an Employee of an Employer will not be enrolled
in the Plan on the date the Employee would otherwise be enrolled if he or she
has ceased to be an Employee prior to such date or if he or she is on an
approved leave of absence on such date. However, such Employee will be enrolled
in the Plan on the first day of the calendar month which coincides with or
immediately follows the date he or she returns to active service as an Employee
of an Employer, provided he or she has met the requirements of (a), (b) and (c)
above.

                2.2 REENROLLMENT. Any former Participant who is reemployed after
a termination of employment with the Employers shall be reenrolled in the Plan
on the first day of the calendar month after he or she has again become an
Employee of an Employer and has met the requirements of (b) and (c) of Section
2.1 above.

                                       10

<PAGE>



                2.3 TRANSFER TO A RELATED ENTITY OR CHANGE IN EMPLOYMENT STATUS.
If a Participant ceases to be an Employee of an Employer, but remains in the
employ of the Employer, no contributions may be made until such person again
becomes an Employee of an Employer and authorizes Salary Deferral Contributions.

                                       11

<PAGE>

                                   ARTICLE III

                          SALARY DEFERRAL CONTRIBUTIONS

                3.1 AUTHORIZATION OF CONTRIBUTIONS. An Employee of an Employer
who is eligible to enroll in the Plan may authorize his or her Employer, in such
manner as the Plan Administrator shall prescribe, to contribute to the Trust
Salary Deferral Contributions in an amount equal to not less than 1 percent nor
greater than 16 percent of Compensation (or such percentage of Compensation
greater than 16 percent as may be specified from time to time by the Plan
Administrator); provided, that the percentage rate for determining such
contributions shall be a whole number. Salary Deferral Contributions will be
made by his or her Employer beginning with the pay period coinciding with or
next following the effective date of such authorization.

                3.2 MAXIMUM AMOUNT OF SALARY DEFERRAL CONTRIBUTIONS. The
accumulated Salary Deferral Contributions made with respect to any Participant
during any calendar year may not exceed $10,000 (subject to any adjustment made
in accordance with Section 402(g)(5) of the Code). In the event such limit is
exceeded for a calendar year, the portion of the Participant's Account Balance
attributable to the excess Salary Deferral Contributions shall be distributed to
the Participant as soon as administratively feasible, but not later than April
15 of the succeeding calendar year.

                3.3 VARIATION, DISCONTINUANCE AND RESUMPTION OF CONTRIBUTIONS.
A Participant may discontinue or change the percentage of his or her Salary
Deferral Contributions at any time by giving notice to the Plan Administrator in
such manner as the Plan Administrator

                                       12

<PAGE>

shall prescribe. Such Participant may resume Salary Deferral Contributions at
any time, to take effect as soon as administratively feasible after providing
notification to the Plan Administrator in such form as the Plan Administrator
shall prescribe. To the extent a mistake is made in the implementation of a
Participant's Salary Deferral Election, corrective adjustments shall be made to
the Participant's Account only if the Participant notifies the Plan
Administrator of such error within 6 months following the later of the date on
which the Participant receives a statement confirming his or her election
choices or the date on which the Participant receives a statement of Account
from the Plan's record keeper.

                3.4 LIMITATION ON SALARY DEFERRAL CONTRIBUTIONS. In no event
shall the Actual Deferral Percentage for any Plan Year of the Highly Compensated
Employees eligible to make Salary Deferral Contributions exceed the greater of:

                (a)        The Actual Deferral Percentage of all other Employees
                           eligible to make Salary Deferral Contributions for
                           the immediately preceding Plan Year multiplied by
                           1.25; or

                (b)        The Actual Deferral Percentage of all other Employees
                           eligible to make Salary Deferral Contributions for
                           the immediately preceding Plan Year multiplied by
                           2.0, provided that the Actual Deferral Percentage of
                           such Highly Compensated Employees does not exceed the
                           Actual Deferral Percentage for all other Employees
                           eligible to make Salary Deferral Contributions by
                           more than 2 percentage points.

In the event that neither of the above tests will otherwise be satisfied with
respect to a Plan year, the Salary Deferral Contributions made by the Highly
Compensated Employees will be reduced (in the order of their contribution
amounts beginning with the largest amount) until one of the tests set forth
above is satisfied. In determining the amount of excess contributions to be
distributed to an affected Highly Compensated Employee, such amount shall be
reduced by any

                                       13

<PAGE>

excess contributions previously distributed to such affected Highly Compensated
Employee for his taxable year ending with or within such Plan Year. Matching
Company Contributions (together with Income) which relate to such excess
contributions shall be forfeited. The Plan Administrator shall distribute as
soon as administratively feasible any Salary Deferral Contributions made for the
Plan Year by the Highly Compensated Employees which are in excess of the reduced
maximum percentage.

                3.5 DEFINITIONS. For purposes of this Article III and Article
IV, the following definitions shall apply:

                (a)        "Actual Deferral Percentage" means for an Employee or
                           a group of Employees for any Plan Year the ratio or
                           the average of the ratios calculated separately for
                           each Employee of the amount of his or her Salary
                           Deferral Contributions to the amount of his or her
                           Compensation with respect to which Salary Deferral
                           Contributions could be made for the Plan Year.

                (b)        "Actual Contribution Percentage" means for an
                           Employee or a group of Employees for any Plan Year
                           the ratio or the average of the ratios calculated
                           separately for each Employee of the amount of his or
                           her Matching Company Contributions to the amount of
                           his or her Compensation with respect to which
                           Matching Company Contributions could be made for the
                           Plan Year.

                (c)        "Highly Compensated Employee" means, with respect to
                           any Plan Year, an Employee who a) during the current
                           year or the preceding year is a five percent owner
                           or; b) for the preceding year received compensation
                           (within the meaning of Section 415 of the Code) in
                           excess of $80,000 (as adjusted pursuant to Treasury
                           Regulations) and was in the top-paid 20% of
                           Employees. The group of top-paid Employees shall be
                           determined without regard to Employees described in
                           Section 414(q)(5) of the Code. Employees who are
                           non-resident aliens and who receive no earned income
                           (within the meaning of Code Section 911(d)(2)) from
                           the Employer or an Affiliated Employer which
                           constitutes income from sources within the United
                           States shall not be treated as Employees for the
                           purpose of this Subsection. A former Employee shall
                           be treated as a Highly Compensated Employee if he was
                           a Highly Compensated Employee when he separated

                                       14

<PAGE>

                           from service or he was a Highly Compensated Employee
                           at any time after attaining age 55.

                (d)        The term "Compensation" means compensation as defined
                           in Section 414(s) of the Code

                3.6 ROLLOVER CONTRIBUTIONS. An Employee may roll over (or a
fiduciary or custodian holding an Employee's interest may transfer) to the Fund
any balances to the Employee's credit in another plan (or individual retirement
arrangement) qualified under the Code, provided such rollover is permitted
tax-free to the Employee (as provided in Code Section 402(c). Such a transfer
shall be made by depositing the amount to be transferred with the Plan
Administrator together with evidence sufficient to satisfy the Plan
Administrator that such amount can be rolled over or transferred on a tax-free
basis. Amounts transferred to the Fund pursuant to this Section shall be
recorded and maintained in separate accounts.

                                       15

<PAGE>

                                   ARTICLE IV

                              COMPANY CONTRIBUTIONS

                4.1 COMPANY RETIREMENT CONTRIBUTIONS. Each Employer shall make a
Company Retirement Contribution to the Trust on behalf of each Eligible
Employee, equal to 2 percent of such Employee's Compensation. An Employee shall
be an "Eligible Employee" if he or she:

                (a)        has a hire date that is on or after April 12, 1999;
                           and

                (b)        has completed one Year of Service.

Notwithstanding the foregoing, no Company Retirement Contribution shall be made
on behalf of a Participant for any period during which such Participant is
accruing a benefit under the Tenneco Inc. Retirement Plan. Company Retirement
Contributions shall be made in either cash or Packaging Corporation of America
common stock, at the discretion of the Company.

                4.2 MATCHING COMPANY CONTRIBUTIONS. Each Employer shall make a
Matching Company Contribution for the Participants in its employ in an amount
equal to 80 percent of the Participant's Salary Deferral Contributions that are
not in excess of 4 percent of his or her Compensation, plus 50 percent of the
Participant's Salary Deferral Contributions that are in excess of 4 percent but
not in excess of 8 percent of his or her Compensation. Company Matching
Contributions shall be made in either cash or Packaging Corporation of America
common stock, at the discretion of the Company.

                                       16

<PAGE>

                4.3 LIMITATION ON MATCHING COMPANY CONTRIBUTIONS. In no event
shall the Actual Contribution Percentage for any Plan Year of the Highly
Compensated Employees eligible to receive Matching Company Contributions exceed
the greater of:
                (a)        The Actual Contribution Percentage of all other
                           Employees eligible to receive Matching Company
                           Contributions for the immediately preceding Plan Year
                           multiplied by 1.25; or

                (b)        The Actual Contribution Percentage of all other
                           Employees eligible to receive Matching Company
                           Contributions for the immediately preceding Plan Year
                           multiplied by 2.0, provided that the Actual
                           Contribution Percentage of such Highly Compensated
                           Employees does not exceed the Actual Contribution
                           Percentage for all other Employees eligible to
                           receive Matching Company Contributions by more than 2
                           percentage points.

In the event that neither of the above tests will otherwise be satisfied with
respect to a Plan Year, or in the event of the further limitation described in
Section 4.5, the Plan Administrator shall, no later than 30 days after the end
of the Plan Year, reduce the maximum percentage of Matching Company
Contributions made to the Highly Compensated Employees (in the order of their
contribution amounts beginning with the largest amount) until one of the tests
set forth above is satisfied.

                4.4 TWO OR MORE PLANS. For purposes of Article III and this
Article IV and Code Sections 401(a)(4), 410(b) and 401(m), if two or more plans
of the Employer to which Salary Deferral Contributions, Matching Company
Contributions, or both, are made are treated as one plan for purposes of Code
Sections 401(a)(4) or 410(b) (other than average benefits test under Code
Section 410(b)(2)(A)(ii)), such plans shall be treated as one plan. In addition,
two or more plans of the Employer to which Salary Deferral Contributions,
Matching Company Contributions, or both are made may be considered as a single
plan for purposes of determining

                                       17

<PAGE>

whether or not such plans satisfy Code Sections 401(a)(4), 410(b) and 401(m) as
though such aggregated plans were a single plan. Plans may be aggregated under
this subparagraph only if they have the same plan year. If a Highly Compensated
Employee is a Participant under two or more plans (other than an employee stock
ownership plan as defined in Code Sections 4975(e)(7) or 409) which are
maintained by the Employer or a Related Employer to which Salary Deferral
Contributions, Matching Company Contributions, or both, are made, all such
contributions on behalf of such Highly Compensated Employee shall be aggregated
for purposes of determining such Highly Compensated Employee's actual
contribution ratio. However, if the plans have different plan years, this
paragraph shall be applied by treating all plans ending with or within the same
calendar year as a single plan.

                4.5 MULTIPLE USE OF ALTERNATIVE LIMITATION. For each Plan Year
the multiple use of the alternative limitations described in this Section 4.5
shall be prohibited. Multiple use occurs if the sum of the Actual Deferral
Percentage and the Actual Contribution Percentage exceeds the aggregate limit.
The aggregate limit is the sum of: (A) 125 percent of the greater of (1) the
Actual Deferral Percentage of all other Employees eligible under the Plan, or
(2) the Actual Contribution Percentage of all other Employees eligible under the
Plan; and (B) two plus the lesser of (1) or (2) above, not to exceed 200 percent
of the lesser of (1) or (2) above; or, to the extent allowed by law or
regulations, the following amount, if greater: the sum of (A) 125 percent of the
lesser of (1) the Actual Deferral Percentage of all other Employees eligible
under the Plan, or (2) the Actual Contribution Percentage of all other Employees
eligible under the plan; and (B) two plus the greater of (1) or (2) immediately
above, not to exceed 200 percent of the greater of (1) or (2) immediately above.
The occurrence of Multiple Use of the Alternative

                                       18

<PAGE>

Limitation shall be corrected by reducing the maximum percentage of Matching
Company Contributions that can be contributed for the Plan Year by the Highly
Compensated Employees to the extent necessary to satisfy the restriction against
Multiple Use of the Alternative Limitation.

                4.6 LIMITATION ON CONTRIBUTIONS AND BENEFITS. Notwithstanding
any other provision of this Plan, the annual addition for a Participant under
this Plan for any year shall not exceed the limitations contained in Section 415
of the Code and the regulations thereunder. The Plan Administrator shall be
authorized to reduce any contribution or allocation under this Plan or under any
other Defined Contribution Plan, which permits such reduction, to the extent the
Plan Administrator determines to be necessary to avoid exceeding the limitations
contained in Section 415 of the Code and the regulations thereunder, after
having reduced any benefit under all Defined Benefit Plans to the extent
permissible. Said limitations shall be applied, administered and interpreted
solely for the purpose of satisfying the requirements set forth in Section 415
of the Code and the regulations thereunder. In the event that an amount
contributed under this Plan would, otherwise, constitute the part of the annual
addition for a Participant which would exceed said limitations, the portion of
such amount which had been contributed by the Participant shall be returned to
him or her and the portion of such amount which had been contributed by an
Employer shall be treated as a forfeiture and applied to reduce future
contributions of such Employer.

                                       19

<PAGE>

                4.7. RESTRICTIONS ON SALARY DEFERRAL CONTRIBUTIONS FOR HIGHLY
COMPENSATED EMPLOYEES. The Plan Administrator may, at any time, cause the Salary
Deferral Contributions of any Participant who is a Highly Compensated Employee
to be reduced or discontinued, in order to ensure that the limitations provided
under Sections 3.4, 4.3 and 4.6 are not exceeded. Any such restriction on Salary
Deferral Contributions may be applied selectively to individual Participants or
to particular classes of Participants, as the Plan Administrator may, in its
sole discretion, determine and shall remain in effect until the end of the
applicable Plan Year or until the Plan Administrator notifies the Participant
otherwise.

                4.8 TOP-HEAVY REQUIREMENTS. For any Plan Year in which the Plan
is a Top- Heavy Plan, the requirements of Section 416 of the Code and the
regulations thereunder shall be satisfied.

                                       20

<PAGE>



                                    ARTICLE V

                       VESTING AND SETTLEMENT OF ACCOUNTS

                5.1 VESTING. A Participant will always be 100% vested in his or
her Salary Deferral Contributions, Matching Company Contributions and Rollover
Contributions. Upon being credited with 5 Years of Service, or upon attainment
of age 65, or upon termination of employment with the Employer on account of
death or Total Disability, a Participant shall be 100% vested in his or her
Account Balance attributable to Company Retirement Contributions.

                5.2 PAYMENT OF ACCOUNTS. Following a Participant's Severance
from Service Date, the Vested portion of the Participant's Account Balance shall
be payable to him or her in a lump sum, or, in the event of the Participant's
death, to his or her Beneficiary. If the termination of employment does not
constitute a "separation from service" within the meaning of Sec tion
401(k)(2)(B) of the Code and the Participant has not attained age 59 1/2 no
portion of the Participant's Account Balance attributable to Salary Deferral
Contributions shall be distributed until the earliest of the Participant's
death, disability, attainment of age 59 1/2 or separation from service.

                A Participant's Account Balance may also be distributed upon (1)
termination of the Plan without the establishment or maintenance of another
defined contribution plan, (2) the disposition of substantially all of the
assets of the Employers used in a trade or business, or (3) the disposition of
an interest in a subsidiary. Such distribution must consist of the Participant's
entire Account Balance, and with respect to (2) and (3) above, the Participant
must continue

                                       21

<PAGE>

employment with the acquiring company, and the Company must continue to maintain
the Plan after the disposition.

                5.3 COMMENCEMENT OF BENEFITS. The payment of the Vested portion
of the Participant's Account Balance which becomes payable in accordance with
Section 5.2 above shall commence -

                (a)        as soon as is administratively feasible following the
                           date such portion becomes payable, if -

                           (1)      the actual lump sum payment does not exceed
                                    $5,000 (or such other amount as permitted by
                                    the Code); or

                           (2)      the Participant has elected to receive such
                                    distribution.

                (b)        The non-Vested portion, if any, of such Account
                           Balance shall be forfeited upon the earlier of (i)
                           the date upon which the actual payment of the Vested
                           portion of such Account Balance commences or (ii)
                           twelve months after the Participant's Severance From
                           Service Date; and any amount so forfeited shall be
                           applied to reduce future Company Contributions.

In no event shall payment of the Vested portion of the Participant's Account
Balance commence later than the sixtieth (60th) day after the last day of the
Plan Year in which occurs the later of his or her 65th birthday or the date of
his or her termination of employment with the Employers. Distribution shall be
made in cash, provided that amounts invested in Tenneco Automotive, Inc.,
Tenneco Packaging, Inc. or, if applicable, Packaging Corporation of America
common stock shall be distributed in kind, however, amounts payable under
paragraph (a)(1) above shall be payable entirely in cash.

                Notwithstanding any other provision of the Plan, except in the
case of the Participant's death prior to distribution of the entire Vested
portion of his or her Account

                                       22

<PAGE>

Balance, distribution must commence no later than the Participant's Required
Beginning Date. The Required Beginning Date for a Participant who is not a 5%
(five-percent) owner (within the meaning of Section 416 of the Code) is the
April 1 following the later of (A) the last day of the calendar year during
which the Participant attains age 70 1/2, or (B) the last day of the calendar
year during which the Participant ceases to be an Employee. The Required
Beginning Date for a Participant who is a 5% (five-percent) owner (within the
meaning of Section 416 of the Code) is the April 1 following the last day of the
calendar year during which the Participant attains age 70 1/2. Distributions
will be made in accordance with the regulations under Section 401(a)(9) of the
Code. The provisions of Section 401(a)(9) override any distribution options in
the Plan inconsistent with Section 401(a)(9).

                5.4 PAYMENT UPON DEATH OF PARTICIPANT. Notwithstanding any other
provision of the Plan, in the case of the Participant's death prior to
distribution of the entire Vested portion of the Participant's Account Balance,
the remainder shall be paid to the Beneficiary in a single sum as soon as
administratively feasible following the Participant's death but in no event
later than the fifth anniversary of the Participant's death.

                5.5 REEMPLOYMENT. A former Participant who again becomes
employed by an Employer may have the portion of his Account Balance which was
forfeited restored to his or her Account, unadjusted for any gains or losses if
such Participant (i) did not incur a Break in Service or, if the Participant did
incur a Break in Service, the Period of Severance was less than 60 consecutive
months, and (ii) repays to the Trustee the total amount distributed to him from
his Matching Company Contributions Account. Such repayment must be made within
five years of

                                       23

<PAGE>

the Participant's date of reemployment. A former Participant who is rehired and
who has incurred a Break In Service where the Period of Severance has extended
for 60 consecutive months or longer shall not have any forfeited amounts
restored. Any restoration of forfeitures pursuant to Subsection (d) shall be
made from contributions by the Participant's Employer and treated as Matching
Company Contributions.

                5.6 MISSING PARTICIPANTS. Notwithstanding Sections 5.3 and 5.3
above, this Section 5.4 shall apply-

                  (a)      in the event an applied for payment to a Participant
                           or Beneficiary cannot be made because the address of
                           the Participant or Beneficiary is not known to the
                           Plan Administrator or

                  (b)      in the event a Participant or Beneficiary has not
                           applied for payment above by the last day of the Plan
                           Year during which the Participant terminated
                           employment with the Employers and the address of the
                           Participant or Beneficiary is not known to the Plan
                           Administrator.

If the address of the Participant or Beneficiary is not discovered within 6
months after the Plan Administrator initiates reasonable efforts to do so, the
Participant's Account Balance shall be invested only in bank time deposits or
similar investment under Section 8.2, with any necessary transfer from other
investment forms being made as soon thereafter as administratively feasible; and
if the address of the Participant or Beneficiary is not discovered on or before
the expiration of the Plan Year following the Plan Year during which the
termination of employment occurred or the initial missed payment was originally
scheduled, the Vested portion of the Participant's Account Balance and, if not
previously forfeited, the non-Vested portion of the Participant's Account
Balance shall be forfeited and applied to reduce future Matching Company
Contributions. Thereafter, if a valid claim is made by the Participant or
Beneficiary for the

                                       24

<PAGE>



forfeited Vested portion of the Participant's Account Balance, its value,
unadjusted for any gains or losses since the date as of which the forfeiture
occurred, shall be restored by means of contributions by the Employer and shall
be paid to the Participant or Beneficiary as soon as administratively feasible.

                                       25

<PAGE>

                                   ARTICLE VI

                              WITHDRAWALS AND LOANS

                6.1 IN-SERVICE WITHDRAWALS.

                (a)        A Participant who has attained age 55 may elect to
                           make an In-Service Withdrawal ("In-Service
                           Withdrawal") from his Account. The amount of any
                           In-Service Withdrawal under this section 6.1 shall be
                           limited to balance in the Participant's Matching
                           Company Contributions Account and the vested portion
                           of his or her Company Retirement Contributions
                           Account.

                (b)        A Participant who has attained age 59 1/2 may elect
                           to make an In-Service withdrawal of all or any
                           portion of his entire Vested Account Balance.

                (c)        A Participant may elect at any time to make an
                           In-Service Withdrawal of all or a portion of the
                           balance in his Employee Contributions Account, his
                           Pre-1993 Matching Contributions Account and/or his
                           Rollover Contributions Account.

                6.2 LOANS. Subject to conditions, rules, and regulations
established by the Plan Administrator, a Participant may obtain a loan from his
Account Balance. Unless otherwise explicitly allowed by the Plan Administrator,
loan repayments (together with interest) shall be made through irrevocable
payroll deduction; however, the entire outstanding principal loan balance and
accrued interest may be prepaid at any time prior to the expiration of the
normal term of the loan. Failure to make any loan installment payment on time or
within the grace period established by the Plan Administrator (provided, that
such grace period shall not continue beyond the last day of the calendar quarter
following the calendar quarter in which the required installment payment was
due) shall constitute default. In the event of default, the Plan Administrator
may treat the outstanding loan balance (including accrued interest) as a

                                       26

<PAGE>

distribution to the Participant, fully subject to taxation and tax withholding
requirements, and reduce his Account Balance accordingly.

                The Plan Administrator is authorized to establish all
conditions, rules and regulations with respect to Plan loans, and to establish
such loan procedures and forms, as it from time to time determines to be
appropriate. All such conditions, rules, and regulations shall be set out in
official Loan Rules, which shall be available to all persons eligible for a Plan
loan. Such Loan Rules are incorporated into this Plan by reference.

                6.3 ASSET VALUES. For purposes of implementing withdrawals under
Section 6.1, and for the settlement of accounts under Section 5.2 the value of
stock and other assets shall be determined by the Trustee in accordance with
rules established by it.

                6.4 TERMINATION PRIOR TO DISTRIBUTION. The termination of a
Participant's employment with all Employers shall operate to suspend any
distribution pursuant to Section 6.1 which has not been made. Distributions of a
Participant's Account Balance following termination of employment with all
Employers are governed by the terms of Section 5.2.

                6.5 WITHDRAWALS BY ALTERNATE PAYEES. Notwithstanding any other
provision of the Plan, an alternate payee under a qualified domestic relations
order, as defined in ERISA and the Code, may at any time withdraw from the Plan
all or any part of the separate Plan account established under such order for
such alternate payee.

                                       27

<PAGE>

                                   ARTICLE VII

                                 ADMINISTRATION

                7.1 NAMED FIDUCIARY. The named fiduciary under the Plan shall be
the Company. The Company shall have the overall responsibility for the
administration and operation of the Plan, which responsibility it shall
discharge by the appointment and removal (with or without cause) of the
Administrative Committee, the Investment Committee and the Trustee. In carrying
out its responsibilities hereunder, the Company shall act through its Board of
Directors, or through a designated Committee of the Board, or through a duly
appointed delegate of the Board or such Committee.

                7.2 ADMINISTRATIVE COMMITTEE. The Board of Directors of the
Company shall appoint a committee, designated the "Administrative Committee", of
not less than three (3) persons to administer the Plan.

                (a)        Any person appointed a member of the Administrative
                           Committee shall signify acceptance or resignation by
                           delivering such written acceptance or resignation to
                           the Board of Directors of the Company.

                (b)        Members of the Administrative Committee shall elect a
                           Chairman and a Secretary. The Secretary may be, but
                           need not be, a member of the Administrative
                           Committee. The Secretary shall have such powers and
                           duties as the Administrative Committee shall assign
                           in writing. The Secretary shall appoint one or more
                           assistant secretaries who shall have the powers and
                           duties prescribed by the Secretary in writing.

                (c)        The Administrative Committee may appoint one or more
                           persons to act as the Plan Administrator, and the
                           Administrative Committee shall delegate to such Plan
                           Administrator any or all of the powers and duties
                           hereby granted to the Administrative Committee.

                                                        28

<PAGE>

                (d)        The Administrative Committee may appoint from its
                           number such sub- committees with such powers as it
                           shall determine.

                (e)        The Administrative Committee shall hold meetings at
                           such places and at such times as it may determine but
                           not less than annually. The Administrative Committee
                           shall maintain written minutes of its meetings and
                           shall record in these minutes any delegation of duty
                           or powers permitted by Section 8.5. The
                           Administrative Committee shall maintain a written
                           record of such acts or decisions in its sole
                           discretion as it may determine.

                (f)        The Administrative Committee shall establish rules
                           for the administration of the Plan and the
                           transaction of its business subject to the other
                           provisions of this Plan and any requirements of law.
                           Resolutions may be adopted or other action taken
                           without a meeting upon the written consent of all
                           members of the Administrative Committee. Any person
                           dealing with the Administrative Committee shall be
                           entitled to rely upon a certificate of any member of
                           the Administrative Committee, or its secretary, as to
                           any act or determination of the Administrative
                           Committee. The determination of the Administrative
                           Committee as to any disputed questions shall be
                           conclusive.


                7.3        POWERS. The Administrative Committee is authorized
                           and empowered:

                (a)        To employ such attorneys, accountants, actuaries,
                           investment advisors, clerks, agents, or counsel as it
                           deems necessary in order to carry out the provisions
                           of the Plan;

                (b)        To establish and enforce such rules, regulations, and
                           procedures and prescribe the use of such forms as it
                           shall deem necessary or proper for the efficient
                           administration of the Plan and Trust;

                (c)        To the full extent allowed by law, to have
                           discretionary authority to interpret the terms of the
                           Plan and Trust Agreement, its interpretation thereof,
                           in good faith, to be final and conclusive;

                (d)        To the full extent allowed by law, to have
                           discretionary authority to decide all questions
                           concerning the Plan and to decide the eligibility of
                           any person for benefits under, or to participate in,
                           the Plan;

                (e)        To compute the amount of benefits which shall be
                           payable to any Participant or Beneficiary in
                           accordance with the provisions of the Plan

                                       29

<PAGE>

                           and to determine the person or persons to whom such
                           benefits shall be paid;

                (f)        To authorize the payment of benefits;

                (g)        In addition to the powers enumerated herein, to do
                           all other acts in its judgment necessary or desirable
                           for the administration of the Plan and Trust.


                7.4        DUTIES.  The Administrative Committee shall have the
                           duty:

                (a)        To furnish to each Participant a written summary of
                           the Plan and any amendment thereto, and any
                           additional reports or schedules required by ERISA,
                           and any regulations thereunder;

                (b)        To ascertain that such returns or reports as are
                           required by ERISA, and the regulations thereunder
                           have been filed with the appropriate governmental
                           agency;

                (c)        To maintain accounts showing the fiscal transactions
                           of the Plan and to keep in convenient form such data
                           as my be necessary for audits of the Plan, and to
                           prepare annually a report showing in reasonable
                           detail the assets and liabilities of the Plan;

                (d)        To maintain records in sufficient detail to determine
                           (i) eligibility for participation, retirement, and
                           vesting, (ii) the amount of Matching Company
                           Contributions, the amount of Employee Contributions
                           and the amount of Salary Deferral Contributions made
                           for the account of a Participant, (iii) the income,
                           expenses, gains and losses attributable to each
                           Participant's account, and to otherwise separately
                           account for each Participant's Account Balance and
                           (iv) the portion of a Participant's Account Balance
                           which is attributable to Matching Company
                           Contributions, the portion of a Participant's Account
                           Balance which is attributable to Employee
                           Contributions and the portion of a Participant's
                           Account Balance which is attributable to Salary
                           Deferral Contributions, separately allocating income,
                           expenses, gains and losses to such portions;

                (e)        To maintain all records and reports for such period
                           of time as is necessary to provide Participants and
                           their Beneficiaries with their benefits under the
                           Plan. However, all records including vouchers,
                           worksheets, receipts, and applicable resolutions
                           which are necessary to verify any report filed as
                           required by Subsection (b) shall be kept for a period
                           of not less than six (6) years after the filing date
                           of the documents or six (6) years after the date on

                                       30

<PAGE>

                           which documents would have been filed but for an
                           exemption or simplified reporting procedure;

                (f)        To furnish to each Participant a year-to-date
                           statement of the assets held in his or her account,
                           upon such Participant's request;

                (g)        To direct the Trustee to value the assets of the
                           Trust Fund at fair market value as of the last day of
                           business of each year.

                                       31

<PAGE>

                                  ARTICLE VIII

                            INVESTMENT OF TRUST FUNDS

                8.1 INVESTMENT COMMITTEE. The Board of Directors of the Company
shall appoint a committee, designated the "Investment Committee", of not less
than three (3) persons to administer the Plan.

                (a)        Any person appointed a member of the Investment
                           Committee shall signify acceptance or resignation by
                           delivering such written acceptance or resignation to
                           the Board of Directors of the Company.

                (b)        Members of the Investment Committee shall elect a
                           Chairman and a Secretary. The Secretary may be, but
                           need not be, a member of the Investment Committee.
                           The Secretary shall have such powers and duties as
                           the Investment Committee shall assign in writing. The
                           Secretary shall appoint one or more assistant
                           secretaries who shall have the powers and duties
                           prescribed by the Secretary in writing.

                (c)        The Investment Committee may appoint from its number
                           such committees with such powers as it shall
                           determine.

                (d)        The Investment Committee shall hold meetings at such
                           places and at such times as it may determine but not
                           less than annually. The Investment Committee shall
                           maintain written minutes of its meetings and shall
                           record in these minutes any delegation of duty or
                           powers permitted by Section 8.5. The Investment
                           Committee shall maintain a written record of such
                           acts or decisions in its sole discretion as it may
                           determine.

                8.2 POWERS AND DUTIES. The Investment Committee shall have the
responsibility and authority to:

                (a)        determine the objectives, policies and guidelines for
                           the investment of the Trust Fund and each investment
                           fund established as a part thereof, including, but
                           not by way of limitation, the establishment of
                           additional Investment Funds or the consolidation of
                           two or more of the existing Investment Funds (other
                           than any company stock fund);

                (b)        direct the Trustee to acquire or dispose of Company
                           Stock in accordance with the applicable provisions of
                           the Plan;

                                       32

<PAGE>

                (c)        select, appoint, monitor or discharge Investment
                           Managers or mutual funds managed by an investment
                           adviser registered under the Investment Advisors Act
                           of 1940, or contracts issued by insurance companies,
                           for purposes of investing the assets of the Trust
                           Fund and each investment fund established as a part
                           thereof;

                (d)        utilize the services of agents and employ persons to
                           perform ministerial, clerical, recordkeeping,
                           consulting or legal services to assist the Investment
                           Committee in the performance of its duties;

                (e)        maintain records and accounts showing the fiscal
                           transactions and performance evaluations of the Trust
                           Fund; and

                (f)        submit to the Board, at least annually, a report
                           regarding the operation of the Trust during the past
                           year and such other reports as the Board shall
                           request.

Notwithstanding the foregoing, to the extent a "Company Stock Fund" is
established and any Company Retirement and/or Company Matching Contributions are
made in company stock rather than in cash, the Board of Directors of the Company
shall determine what provisions shall apply to such fund , including but not
limited to provisions related to diversification of the fund.

                8.3 DESIGNATION OF INVESTMENT OPTIONS BY PARTICIPANTS. Each
Participant shall state in his or her original application to enroll in the Plan
the percentage of his or her Salary Deferral Contributions to be invested by the
Trustee under the investment option or options designated by the Participant. A
Participant will be permitted to change the percentage of contributions
allocated to such investment options by notice to the Plan Administrator in such
manner as the Plan Administrator shall prescribe.

                8.4        RULES GOVERNING INVESTMENTS.

                (a)        The Plan Administrator shall develop rules to govern
                           investment requests by a Participant and for carrying
                           out the Participant's investment requests. Should the
                           administrative procedures necessitate the loss of
                           interest in

                                       33

<PAGE>

                           changing from one investment option to another,
                           neither the Plan Administrator nor the Trustee will
                           be liable for the loss or for any other loss caused
                           by any delay in the execution of a request or order.

                (b)        The Plan Administrator may place reasonable
                           restrictions on reallocating among investment
                           options, provided Participants are given reasonable
                           notice of any such restriction.

                (c)        The following rules will apply to the purchase or
                           sale of investments and to the allocation of
                           earnings:

                           (1)      The Plan Administrator may direct the
                                    Trustee to sell any investment held for the
                                    benefit of a Participant if holding the
                                    investment would be contrary to any law;

                           (2)      Earnings and gains or losses will be
                                    credited to the account of a Participant
                                    with respect to investments held for the
                                    account of the Participant at least annually
                                    on a specified valuation date in accordance
                                    with a method consistently and uniformly
                                    applied;

                           (3)      The Trustee may exercise, under any dividend
                                    reinvestment program of Packaging
                                    Corporation of America, any dividend
                                    reinvestment rights regarding Packaging
                                    Corporation of America Common Stock held in
                                    the Trust for the benefit of each
                                    Participant invested in Common Stock.

                (d)        (1)      Notwithstanding any other provision of the
                                    Plan, the following provisions of this
                                    Section 8.4(d)(1) regarding voting of
                                    Packaging Corporation of America securities
                                    shall apply. Each Participant or, if the
                                    Participant is deceased, his or her
                                    Beneficiary shall have the sole right to
                                    instruct the Trustee, in writing, with
                                    respect to voting the full and fractional
                                    shares of any Packaging Corporation of
                                    America security with voting rights that are
                                    allocated to the Participant's Account, and
                                    the Trustee shall vote or abstain from
                                    voting such shares in accordance with the
                                    instructions so received. The Trustee shall
                                    vote or abstain from voting all such shares
                                    allocated to Participants' Accounts,
                                    combining fractional shares to the extent
                                    possible, to reflect the instructions of
                                    Participants. If the Trustee does not
                                    receive timely instructions from the
                                    Participant or Beneficiary as to the manner
                                    in which to exercise voting rights with
                                    respect to any allocated share of such
                                    security, the Trustee shall vote or abstain
                                    from voting the uninstructed allocated
                                    shares of such security in the same manner
                                    and proportion as the voting rights with
                                    respect to instructed allocated shares of
                                    such security

                                       34

<PAGE>

                                    are exercised, and the Trustee shall have no
                                    discretion in such matter. Shares of any
                                    Packaging Corporation of America security
                                    with voting rights held by the Trustee
                                    pending allocation to Participants' Accounts
                                    shall be voted by the Trustee in the same
                                    manner and proportion as the voting rights
                                    with respect to instructed allocated shares
                                    of such security are exercised, and the
                                    Trustee shall have no discretion in such
                                    matter. The Investment Committee shall
                                    inform, in a timely fashion, each
                                    Participant or Beneficiary of the nature of
                                    their rights regarding the voting of
                                    Packaging Corporation of America securities
                                    and the procedure for exercising such
                                    rights. Participants or Beneficiaries shall
                                    return their voting instructions directly to
                                    the Trustee. The voting instructions
                                    received by the Trustee from Participants or
                                    Beneficiaries shall be held by the Trustee
                                    in confidence and shall not be divulged or
                                    released to any person, including officers
                                    and employees of an Employer.

                           (2)      Notwithstanding any other provision of the
                                    Plan, the following provisions of this
                                    Section 8.4(d)(2) regarding tender or
                                    exchange offers shall apply. In the case of
                                    a tender or exchange offer with respect to a
                                    security, the Participant, or if the
                                    Participant is deceased, his or her
                                    Beneficiary shall have the sole right to
                                    instruct the Trustee in writing as to the
                                    manner in which to respond to the offer, to
                                    the extent such security is allocated to the
                                    Participant's Account, and the Trustee shall
                                    respond in accordance with the instructions
                                    so received. The Trustee shall utilize its
                                    best efforts to cause to be timely
                                    distributed to the Participant or
                                    Beneficiary such information as will be
                                    distributed to holders of the security in
                                    connection with the offer, together with a
                                    form requesting confidential instructions,
                                    to be sent directly to the Trustee, on
                                    whether or not such security will be
                                    tendered or exchanged. If the Trustee does
                                    not receive timely instructions from the
                                    Participant or Beneficiary as to the manner
                                    in which to respond to the offer, the
                                    Trustee shall not tender or exchange any
                                    such securities with respect to which the
                                    Participant or Beneficiary has the right of
                                    instruction, and the Trustee shall have no
                                    discretion in such matter. Securities held
                                    by the Trustee pending allocation to
                                    Participants' Accounts shall be tendered or
                                    exchanged by the Trustee in the same
                                    proportion as the instructed allocated
                                    securities are tendered or exchanged, and
                                    the Trustee shall have no discretion in such
                                    matter. The instructions received by the
                                    Trustee from Participants and Beneficiaries
                                    shall be held by the Trustee in confidence
                                    and shall not be divulged or released to any
                                    person, including officers and employees of
                                    an Employer.

                                       35

<PAGE>

                           (3)      Except to the extent otherwise provided in
                                    Subsections (1) and (2) above, all ownership
                                    rights in any security held in the Trust
                                    shall be exercised by the Trustee in such
                                    manner as it, in its sole discretion, may
                                    determine.

                8.5 DELEGATION. The Plan Administrator and the Investment
Committee may each delegate to any respective member thereof, or to any other
person or persons, or administrative body of another employee benefit plan, any
of its powers or duties (including any powers or duties set forth under any
other Sections of the Plan), other than "Trustee duties", so long as it
exercises the standard of care prescribed in Section 8.6. Such delegation shall
be made in writing and shall be reflected in its minutes. "Trustee duties" means
the duties provided in the Trust Agreement with respect to management and
control of the Trust assets.

                8.6 STANDARD OF CARE. The Plan Administrator and Investment
Committee shall each exercise its respective powers and carry out its respective
duties solely in the interest of the Participants and their Beneficiaries with
the care, skill, prudence, and diligence that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character.

                So long as the Plan Administrator and Investment Committee
properly delegates responsibility in accordance with the preceding paragraph,
and uses prudence in continuing the delegation, no member of the Plan
Administrator or the Investment Committee shall be liable for any breach of
fiduciary duty by a co-fiduciary; unless:

                (a)        the member participates knowingly in or knowingly
                           undertakes to conceal an act or omission of such
                           other fiduciary, knowing such act or omission is a
                           breach;

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<PAGE>

                (b)        by the member's failure to comply with the standard
                           of care set out in this Section 8.6, in the
                           administration of specific responsibilities which
                           give rise to the status of fiduciary, the member has
                           enabled such other fiduciary to commit a breach; or

                (c)        the member has knowledge of a breach by such other
                           fiduciary and does not make reasonable efforts under
                           the circumstances to remedy the breach.


                8.7 COMPENSATION. No member of the Plan Administrator or the
Investment Committee shall receive any compensation for services as a committee
member.

                8.8 NOTIFICATION. The Secretary of the Plan Administrator shall
furnish to the Trustee the names of the members of the Plan Administrator and
the Investment Committee. The Trustee may presume until notified in writing to
the contrary that the named individuals are duly authorized to act on behalf of
their respective Committee.

                                       37

<PAGE>

                                   ARTICLE IX

                                     FUNDING

                9.1 EMPLOYER CONTRIBUTION IRREVOCABLE. Subject to Section 9.3,
any contribution made by an Employer shall be irrevocable and shall be held and
disposed of by the Trustee solely in accordance with the provisions of this Plan
and the Trust Agreement.

                9.2 EXCEPTIONS TO IRREVOCABILITY. Each contribution made by an
Employer or an Employee shall be deemed to be conditioned upon the deductibility
of the contribution under Section 404 of the Internal Revenue Code. If the
deduction of all or part of any contribution is disallowed, it shall, to the
extent disallowed, be repaid to the Employer within one year after the date of
disallowance. A contribution also shall be repaid to an Employer, within one
year after the date made, to the extent it was made in error because of a
mistake of fact.


                                       38

<PAGE>

                                    ARTICLE X

                              EXPENSES OF THE PLAN

                10.1 ADMINISTRATIVE EXPENSES. Fees of the Trustee or Trustees
and other administrative expenses shall be paid by the Employers or from the
Trust or Trusts. To the full extent permitted by law, such trust assets may be
used by the Plan Administrator to defray the reasonable expenses of
administering the Plan, including any such reasonable expenses incurred as
internal corporate expenses of Packaging Corporation of America or any
affiliate. Expenses may also be paid from the Trust or Trusts as provided under
Section 10.2 in the event the Employers' payments and such earnings are
insufficient to meet such expenses.

                10.2       OTHER EXPENSES.

                (a)        Expenses of the Plan other than those set out in
                           Section 10.1 that are attributable to individual
                           Participant Accounts, as determined by the Trustee,
                           shall be paid from the Trust or Trusts and charged to
                           each such Participant's Accounts.

                (b)        All expenses of the Plan other than those set out in
                           Sections 10.1 and 10.2(a) shall be paid from the
                           Trust or Trusts and charged to each individual
                           account in the proportion that such account bears to
                           the total amount of the Trust.

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<PAGE>

                                   ARTICLE XI

                                     TRUSTEE

                11.1 APPOINTMENT. The Trustee shall be appointed by the Board of
Directors of the Company, with whom the Company shall enter into a Trust
Agreement.

                11.2 POWERS AND DUTIES. The Trustee shall have such powers and
duties as are established in the Plan and when directed by the Plan
Administrator or the Investment Committee, in writing, the Trustee shall have
the duty to follow the directions providing they are consistent with the
purposes of this Plan, governing federal and state statutes, and regulations
promulgated thereunder.

                11.3 SUCCESSOR TRUSTEE. The Company may remove the Trustee with
respect to a Trust Agreement at any time by resolution of its Board of
Directors, or the Trustee may resign upon reasonable notice. Upon such removal
or upon the resignation of the Trustee, the Board of Directors of the Company
shall designate a successor Trustee and shall enter into an agreement continuing
the respective Trust Agreement or modifying it as may be necessary or
appropriate. Related Entities shall not be required to act or to enter into an
agreement with any successor Trustee. The Company shall be deemed to be their
agent for such purpose. Action of the Board of Directors of the Company and
execution of an instrument by an officer of the Company shall bind all Related
Entities.

                11.4 USE OF TRUST FUNDS. The funds received by the Trustee shall
not revert to the Employer or otherwise be used or diverted to any purpose other
than for the exclusive benefit

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<PAGE>

of Participants and their Beneficiaries, except that a contribution made in
error may be returned to the Employer within one year of the time it is made.
Payments of reasonable administrative expenses from the Trust shall not be
considered a diversion of Trust assets.

                11.5 INCORPORATION OF TRUST AGREEMENT. The terms of the Trust
Agreement or Trust Agreements shall be incorporated in this Plan by reference
and shall be made a part hereof for all purposes.

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<PAGE>

                                   ARTICLE XII

                  AMENDMENT AND TERMINATION OF PLAN AND MERGER

                12.1 AMENDMENT OF PLAN. The Plan may be amended at any time by
resolution of the Board of Directors of the Company. Notwithstanding the
foregoing, the Board may delegate to the Committee the authority to adopt
administrative amendments to the Plan or any amendment required by law. An
amendment will be considered an administrative amendment properly within the
authority of the Committee only if such amendment does not increase the amount
or level of Employer contributions under this Plan or any other provision
specifically governed by action of the Board in accordance with the provisions
of this Plan or the Trust Agreement. Any amendment may be made effective
retroactively to the extent permitted by law. No amendment shall make it
possible for any part of the Trust to revert to an Employer other than Company
Retirement Contributions or Matching Company Contributions made in error. No
amendment may deprive a Participant of his or her Account Balance or otherwise
reduce accrued benefits, except to the extent permitted by Section 412(c)(8) of
the Code.

                12.2 TERMINATION OF PLAN. Each Employer reserves the right to
discontinue or terminate the Plan as to any of its Employees. The Company may
discontinue or terminate the Plan as to all Employees of all Employers or as to
any Employee of any Employer. In the event the Plan is terminated, partially
terminated, or contributions are completely discontinued, all within the meaning
of Section 411(d)(3) of the Code, all affected Participants shall become fully
vested in their Account Balances. Any assets which are not allocated to the
account of a Participant upon the complete termination of the Plan or complete
discontinuance of

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<PAGE>

contributions, shall be allocated pro rata on the basis of their Account Balance
at date of termination.

                12.3 MERGER OF PLAN AND TRANSFER OF ASSETS. The Employers
reserve the right to merge or consolidate this Plan with any other similar plan
maintained by any Employer. Assets of this Plan may be transferred to another
plan or assets of another plan may be transferred to this Plan. In the event of
a merger, consolidation, or transfer of assets, no Participant of this Plan
shall receive a benefit subsequent to the merger, consolidation, or transfer
less than what he would have been entitled to receive if this Plan had otherwise
been terminated immediately prior to the merger, consolidation, or transfer.
Assets transferred to this Trust as a result of plan merger shall be maintained
in separate Accounts for each Participant.



                                       43

<PAGE>

                                  ARTICLE XIII

                                  MISCELLANEOUS

                13.1 RIGHTS NOT ASSIGNABLE. No right or claim to any of the
monies or other assets under the Plan shall be assignable or subject to
alienation by a Participant. Any attempt by the Participant to assign or
alienate any portion of his or her Account Balance will not be recognized by the
Trustee. A Participant's Account Balance shall not be subject to garnishment,
attachment, execution, or other levy unless such garnishment, attachment,
execution or other levy is the result of claims against the Participant by an
Employer and is permitted under Section 401(a)(13) of the Code.

                The prohibition on assignment and alienation shall apply to the
creation, assignment, or recognition of a right to any amount payable with
respect to a Participant pursuant to a domestic relations order, unless such
order is determined to be a "qualified domestic relations order" as defined in
Section 414(p) of the Code.

                13.2 PLAN NOT A CONTRACT OF EMPLOYMENT. The Plan shall not be
deemed to constitute a contract between any Employee and any Employer or to be a
consideration for the employment of any Employee. Nothing in the Plan shall give
any Employee the right to be retained in the employ of an Employer. All
Employees shall remain subject to discharge, discipline, or layoff to the same
extent as if the Plan had not been put into effect.

                13.3 AGENT FOR SERVICE OF PROCESS. The Plan Administrator shall
be the agent authorized to accept service of legal process in any action or
proceeding against the Plan or Trust.

                                       44

<PAGE>

                13.4 CONTROLLING LAW. This Plan shall be construed, enforced,
and administered according to the laws of the State of Illinois, except to the
extent preempted by federal law.

                13.5       FACILITY OF PAYMENT.

                (a)        If the Plan Administrator is in doubt as to the right
                           of any person to receive payment of any amount under
                           the Plan, the Plan Administrator may direct the
                           Trustee to retain such amount, without liability for
                           any interest thereon, until the rights thereto are
                           determined, or the Plan Administrator may direct the
                           Trustee to pay such amount into any court of
                           appropriate jurisdiction and such payment shall be a
                           complete discharge of the liability of the Plan and
                           Trust therefor.

                (b)        If the Plan Administrator shall find that any persons
                           to whom any amount is payable under the Plan is
                           unable to care for his or her affairs because of
                           illness or accident, or is a minor, or has died, then
                           any payment due to the person or his or her estate
                           (unless a prior claim therefor has been made by a
                           duly appointed legal representative) may, if the Plan
                           Administrator so elects, be paid to the spouse, a
                           parent, a child or other relative of such person, an
                           institution maintaining or having custody of such
                           person, or any other person declared by the Plan
                           Administrator to be a proper recipient on behalf of
                           such person otherwise entitled to payment. Any such
                           payment shall be a complete discharge of the
                           liability of the Plan and Trust therefor.


                13.6       ELIGIBLE ROLLOVER DISTRIBUTION.

                (a)        Notwithstanding any provision of the Plan to the
                           contrary that would otherwise limit a Distributee's
                           election under this Section, a Distributee may elect,
                           at the time and in the manner prescribed by the
                           Packaging Corporation of America Plan Administrator,
                           to have any portion of an Eligible Rollover
                           Distribution paid directly to an Eligible Retirement
                           Plan specified by the Distributee in a Direct
                           Rollover.

                (b)        Definitions.

                           (1)      ELIGIBLE ROLLOVER DISTRIBUTION. Unless
                                    otherwise limited by law, an Eligible
                                    Rollover Distribution is any distribution of
                                    all or any portion of the balance to the
                                    credit of the Distributee, except that an
                                    Eligible Rollover Distribution does not
                                    include: any distribution that is one of a
                                    series of substantially equal periodic
                                    payments (not less frequently than annually)
                                    made for the life (or

                                       45

<PAGE>

                                    life expectancy) of the Distributee or the
                                    joint lives (or joint life expectancies) of
                                    the Distributee and the Distributee's
                                    designated beneficiary, or for a specified
                                    period of ten years or more; any
                                    distribution to the extent such distribution
                                    is required under Section 401(a)(9) of the
                                    Code; and the portion of any distribution
                                    that is not includible in gross income
                                    (determined without regard to the exclusion
                                    for net unrealized appreciation with respect
                                    to employer securities).

                           (2)      ELIGIBLE RETIREMENT PLAN. An Eligible
                                    Retirement Plan is an individual retirement
                                    account described in Section 408(a) of the
                                    Code, an individual retirement annuity
                                    described in Section 408(b) of the Code, an
                                    annuity plan described in Section 403(a) of
                                    the Code, or a qualified trust described in
                                    Section 401(a) of the Code, that accepts the
                                    Distributee's Eligible Rollover
                                    Distribution. However, in the case of an
                                    Eligible Rollover Distribution to the
                                    surviving spouse, an Eligible Retirement
                                    Plan is an individual retirement account or
                                    individual retirement annuity.

                           (3)      DISTRIBUTEE. A Distributee includes an
                                    Employee or former Employee of a
                                    participating company in the Plan. In
                                    addition, the Employee's or former
                                    Employee's surviving spouse and the
                                    Employee's or former Employee's spouse or
                                    former spouse who is the alternate payee
                                    under a qualified domestic relations order,
                                    as defined in Section 414(p) of the Code,
                                    are Distributees with regard to the interest
                                    of the spouse or former spouse.

                           (4)      DIRECT ROLLOVER. A Direct Rollover is a
                                    payment by the Plan to the Eligible
                                    Retirement Plan specified by the
                                    Distributee.

                13.7 QUALIFIED MILITARY SERVICE. Notwithstanding any provision
of the plan to the contrary, contributions, benefits and service credit with
respect to qualified military service will be provided in accordance with
Section 414(u) of the Code.

                13.8 LOAN REPAYMENTS DURING MILITARY SERVICE. Loan repayments
will be suspended under the Plan as permitted under Section 414(u) of the Code.

                                       46

<PAGE>

                                   ARTICLE XIV

                                RELATED ENTITIES

                14.1 ADOPTION OF PLAN. This Plan may be adopted by any company
which the Company shall designate and declare eligible to adopt and participate
in the Plan, subject to the following conditions:

                (a)        Each Employer shall execute and deliver such
                           instruments as the Company shall deem necessary or
                           desirable, including an instrument evidencing the
                           joinder of the Employer in the Trust Agreement; and

                (b)        Each Employer shall designate the Company as its
                           agent to act for it in all transactions regarding the
                           Plan, including its amendment and termination as
                           provided by Article XII and its administration as
                           provided by Article VII.

The Plan shall be effective with respect to each Employer and its Employees on
such date as shall be specified in the resolutions of the Board of Directors of
the Employer authorizing the adoption of the Plan.

    Any modification of the Plan provisions applicable to a particular Employer
may be made at the time of adoption by the Boards of Directors of the Employer
and the Company or may be made subsequent to adoption by the Board of Directors
of the Company and shall be set forth in an amendment to the Plan.

                14.2       WITHDRAWAL FROM PLAN.

                (a)        Should a company for any reason cease being an
                           Employer and desire to preserve the Account Balances
                           of its employees in another plan which is intended to
                           qualify under Section 401(a) of the Code, the
                           withdrawing company may notify the Plan Administrator
                           and the Trustee and request a division of trust
                           assets. If the Plan Administrator approves, it shall
                           notify the withdrawing company to take such steps as
                           shall be necessary to preserve the Account Balances
                           of its employees in another plan. Upon

                                       47

<PAGE>


                           receipt by the Plan Administrator of (i) resolutions
                           of the Board of Directors of the withdrawing company
                           adopting a plan and trust agreement and (ii) a copy
                           of such plan and trust agreement, the Plan
                           Administrator shall direct the Trustee to transfer to
                           the trust established by the withdrawing company
                           assets allocable to the employees of the withdrawing
                           company (as determined by the Plan Administrator).

                (b)        In the event the Plan as applicable to any Employer
                           loses its qualified status under Section 401(a) of
                           the Code, such company shall cease to be an Employer
                           and shall be deemed to have adopted a plan and trust
                           agreement similar to this Plan and Trust Agreement
                           for the benefit of its employees. Assets held for the
                           account of employees of such company shall be
                           segregated from other trust assets. Upon adoption by
                           such company of another plan and trust, such assets
                           shall be transferred to the new trust.



                                       48

<PAGE>

                                   ARTICLE XV

                               CLAIMS FOR BENEFITS

                15.1       CLAIMS FOR BENEFITS.

                (a)        As a prerequisite to payment of any benefit under the
                           Plan, the Participant or, in the case of the
                           Participant's death, the Participant's Beneficiary,
                           shall submit to the Plan Administrator a written
                           claim in such manner, in such form, with such
                           documentation and within such time limits as the Plan
                           Administrator may reasonably require.

                (b)        Promptly upon the receipt of such claim, the Plan
                           Administrator shall determine whether the claimant is
                           entitled to the benefit and, if so, the amount
                           thereof.


                15.2 DENIAL OF CLAIM. Should the claim for a benefit under the
Plan be denied, in whole or in part, the Plan Administrator shall furnish the
claimant with a written notice setting forth in a manner calculated to be
understood by the claimant:

                (a)        the specific reasons for the denial;

                (b)        specific reference to any pertinent provisions of the
                           Plan upon which the denial is based;

                (c)        a description of any additional material or
                           information necessary for the claimant to perfect the
                           claim and an explanation of why such material or
                           information is necessary; and

                (d)        appropriate information as to the steps to be taken
                           if the claimant wishes to submit the claim for
                           review.

A claim shall be deemed denied if the Plan Administrator does not approve the
claim and fails to furnish the aforesaid notice of denial before the expiration
of a period commencing with its receipt of the claim and consisting of 90 days,
plus such extension of time for processing the claim, not to exceed 90
additional days, as special circumstances require, provided that, prior to

                                       49

<PAGE>

the expiration of the initial 90 days of the period, the claimant has been
furnished with a written notice, which indicates the special circumstances
requiring the extension and the date by which a decision regarding the claim is
expected to be rendered.

                15.3 PROCEDURE FOR REVIEW OF DENIED CLAIMS. A claimant whose
claim for a benefit under the Plan is denied, either in whole or in part, shall
have the right, to be exercised by written application filed with the Plan
Administrator not later than the 60th day after receipt of notice of such
denial, to request a review of the claim. Such request for review may contain
such issues and comments as the claimant may wish considered in the review, and
the Plan Administrator shall permit the claimant to review pertinent documents
in its possession, including copies of the Plan. The Administrative Committee
shall review the claim on appeal and shall make a final determination with
respect to the claim as soon as practicable. Notice of the final determination
shall be furnished to the claimant in writing, in a manner reasonably calculated
to be understood by the claimant, and shall set forth the specific reasons for
the determination and specific references to any pertinent provisions of the
Plan upon which the determination is based. A claim shall be deemed denied on
review if the Administrative Committee fails to furnish the aforesaid notice of
final determination before the expiration of a period commencing with its
receipt of the request for review of the claim and consisting of 60 days, plus
such extension of time for completing the review, not to exceed 60 additional
days, as special circumstances require, provided that prior to the expiration of
the initial 60 days of the period, the claimant has been furnished with a
written notice which indicates the special circumstances requiring the extension
and the date by which a decision regarding the review of the claim is expected
to be rendered.

                                       50

<PAGE>

                                      * * *

                IN WITNESS WHEREOF, and as conclusive evidence of the adoption
of the foregoing, Packaging Corporation of America, as the Company, has caused
these presents to be duly authorized in its name and behalf by its proper
officers thereunto authorized this 14 day of January, 2000.


                                      PACKAGING CORPORATION OF AMERICA
ATTEST:



                                      By:  /s/ Andrea L. Davey
/s/ Richard B. West

  Secretary                           Title: VP Human Resources


                                       51

<PAGE>

                                    Exhibit A




                         COMPANIES PARTICIPATING IN THE

                        PACKAGING CORPORATION OF AMERICA

                 RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES

                            (as of February 1, 2000)







EMPLOYER

Packaging Corporation of America






                                       52