<PAGE>   1

                                                                    EXHIBIT 10.9



                               PACTIV CORPORATION
                              STOCK OWNERSHIP PLAN
                                  (THE "PLAN")


1.       Purpose

         The purpose of the Plan is to promote the long-term success of Pactiv
Corporation (the "Company") for the benefit of shareholders by encouraging its
directors, officers and key employees to have meaningful investments in the
Company so that, as stockholders themselves, those individuals will be more
likely to represent the views and interest of other stockholders and by
providing incentives to such directors, officers and key employees for continued
service. The Company believes that the possibility of participation under the
Plan will provide this group of directors, officers and employees an incentive
to perform more effectively and will assist the Company in attracting and
retaining people of outstanding training, experience and ability.

2.       Definitions

         "Award" means an award or grant made to a Participant under Section 8.

         "Award Agreement" means the agreement provided in connection with an
Award under Section 12.

         "Award Date" means the date that an Award is made, as specified in an
Award Agreement.

         "Code" means the Internal Revenue Code of 1986, as amended, or any
successor legislation.

         "Committee" means the Compensation / Nominating / Governance Committee
of the Board of Directors of the Company, or any successor committee thereto.

         "Common Stock" means the Company's common stock.

         "Covered Employees" shall have the meaning specified in Section
162(m)(3) of the Code.

          "Dividend Equivalent" means an amount equal to the amount of the cash
dividends that are declared and become payable after the Award Date for the
Award to which it relates and on or before the Settlement Date for such Award.

         "Fair Market Value" on any date means the average of the highest and
the lowest sales prices of a share of Common Stock on the Composite Tape for
such date, as reported by the National Quotation Bureau Incorporated, provided
that if (i) no sales of Common Stock are included on the Composite Tape for such
date, or (ii) in the opinion of the Committee, the sales of Common Stock on such
date are insufficient to constitute a representative market, then the Fair
Market Value of a share of Common Stock on such date shall be deemed to be the
average of the highest and lowest prices of a share of Common Stock as reported
on said Composite Tape for the next preceding day on which (x) sales of Common
Stock are included and (y) the circumstances described in this clause (ii) do
not exist.



<PAGE>   2



         "ISO" means any Stock Option designated in an Award Agreement as an
"Incentive Stock Option" within the meaning of Section 422 of the Code.

         "Non-Qualified Stock Option" means any Stock Option that is not an ISO.

         "Option Price" means the purchase price of one share of Common Stock
under a Stock Option.

         "Pactiv Company" means the Company and any stock corporation of which a
majority of the voting common or capital stock is owned directly or indirectly
by the Company and any other company designated as such by the Committee, but
only during the period of such ownership or designation.

         "Participant" means a director, employee or officer of a Pactiv Company
who has been selected by the Committee to receive an Award under the Plan.

         "Performance Unit" means an Award denominated in cash, the amount of
which may be based on the performance of the Participant, of a Pactiv Company or
of any subsidiary or division thereof.

         "Reload Stock Option" means a Stock Option (i) that is awarded, either
automatically in accordance with the terms of an Award Agreement in which one or
more other Awards are made or by separate Award, upon the exercise of a Stock
Option granted under this Plan or otherwise where the Option Price is paid by
the option holder by delivery of shares of Common Stock on the Settlement Date
for such exercise and (ii) that entitles such holder to purchase the number of
shares so delivered for an Option Price equal to the Fair Market Value of a
share of Common Stock on such Settlement Date.

         "Restricted Stock" means shares of Common Stock subject to restrictions
and conditions pursuant to Section 8(c).

         "Settlement Date" means, (i) with respect to any Stock Option that has
been exercised in whole or in part, the date or dates upon which shares of
Common Stock are to be delivered to the Participant and the Option Price
therefor paid, (ii) with respect to any SARs that have been exercised, the date
or dates upon which a cash payment is to be made to the Participant, or in the
case of SARs that are to be settled in shares of Common Stock, the date or dates
upon which such shares are to be delivered to the Participant, (iii) with
respect to Performance Units, the date or dates upon which cash or shares of
Common Stock are to be delivered to the Participant, (iv) with respect to
Dividend Equivalents, the date upon which payment thereof is to be made, and (v)
with respect to Stock Equivalent Units, the date upon which payment thereof is
to be made, in each case, determined in accordance with the terms of the Award
Agreement under which any Award was made.

         "Stock Appreciation Right" or "SAR" means an Award that entitles the
Participant to receive on the Settlement Date an amount equal to the excess of

                                       -2-

<PAGE>   3



              (i)   the Fair Market Value of one share of Common Stock on the
         date of exercise of the SAR over

              (ii)  the Fair Market Value of one share of Common Stock on the
         Award Date or any other higher amount specified in the Award Agreement.

         "Stock Equivalent Unit" means an Award that entitles the Participant to
receive on the Settlement Date an amount equal to the Fair Market Value of one
share of Common Stock on such date.

         "Stock Option" or "Option" means any right to purchase shares of Common
Stock (including a Reload Stock Option) awarded pursuant to Section 8(a).

3.       Term

         The Plan shall be effective as of the date on which the stock of the
Company is distributed to the shareholders of Tenneco Inc., and shall remain in
effect through the fifth anniversary of that date. After termination of the
Plan, no further Awards may be granted other than Reload Stock Options granted
in accordance with Award Agreements existing as of the termination of the Plan,
but outstanding Awards shall remain effective in accordance with their terms and
the terms of the Plan.

4.       Plan Administration

         (a)  The Committee shall be responsible for administering the Plan.

              (i)   Composition of the Committee. The Committee shall be
         comprised of two or more members of the Board of Directors, all of whom
         shall be "non-employee directors" as defined in Rule 16b-3 and "outside
         directors" as that term is used in Section 162 of the Code and the
         regulations promulgated thereunder.

              (ii)  Powers. The Committee shall have full and exclusive
         discretionary power to interpret the Plan and to determine eligibility
         for benefits and to adopt such rules, regulations and guidelines for
         administering the Plan as the Committee may deem necessary or proper.
         Such power shall include, but not be limited to, selecting Award
         recipients, establishing all Award terms and conditions and, subject to
         Section 13, adopting modifications and amendments to the Plan or any
         Award Agreement, including without limitation, any that are necessary
         to comply with the laws of the countries in which the Company or its
         affiliates operate.

              (iii) Delegation. The Committee may delegate to one or more of its
         members or to one or more agents or advisors such non-discretionary
         administrative duties as it may deem advisable, and the Committee or
         any person to whom it has delegated duties as aforesaid may employ one
         or more persons to render advice with respect to any responsibility the
         Committee or such persons may have under the Plan.

                                       -3-

<PAGE>   4




         (b)  The Committee may employ attorneys, consultants, accountants and
other persons, and the Committee, the Company and its officers and directors
shall be entitled to rely upon the advice, opinions or valuations of any such
persons. All actions taken and all interpretations and determinations made by
the Committee in good faith shall be final and binding upon the Participants,
the Company and all other interested persons. No member of the Committee shall
be personally liable for any action, determination, or interpretation made in
good faith with respect to the Plan or Awards, and all members of the Committee
shall be fully protected by the Company, to the fullest extent permitted by
applicable law, in respect to any such action, determination and interpretation.

5.       Eligibility

         Awards will be limited to persons who are directors, officers, or key
employees of the Pactiv Companies. In determining the persons to whom Awards
shall be made, the Committee shall, in its discretion, take into account the
nature of the person's duties, past and potential contributions to the success
of the Pactiv Companies and such other factors as the Committee shall deem
relevant in connection with accomplishing the purposes of the Plan. A person who
has received an Award or Awards may receive an additional Award or Awards. For
purposes of this Section 5, the terms "director," "key employee" and "officer"
shall also include any former director, former key employee or former officer of
a Pactiv Company or Tenneco Inc. eligible to receive a replacement Award as
contemplated in the third sentence of Section 8.

6.       Authorized Awards; Limitations

         (a)  Except for adjustments pursuant to Section 7, the maximum number
of shares of Common Stock that shall be available for issuance under the Plan
(the "Authorized Plan Shares") shall be 24,000,000.

         (b)  If an Award expires unexercised or is forfeited, surrendered,
canceled, terminated or settled in cash in lieu of Common Stock, the shares of
Common Stock that were theretofore subject (or potentially subject) to such
Award may again be made subject to an Award Agreement.

         (c)  Common Stock that may be issued under the Plan may be either
authorized and unissued shares, or issued shares that have been reacquired by
the Company and that are being held as treasury shares. No fractional shares of
Common Stock shall be issued under the Plan; provided, however, that cash, in an
amount equal to the Fair Market Value of a fractional share of Common Stock as
of the Settlement Date of the Award, shall be paid in lieu of any fractional
shares in the settlement of Awards payable in shares of Common Stock.

         (d)  In no event shall the number of shares of Common Stock subject to
Stock Options plus the number of shares underlying SARs awarded to any one
Participant during the term set forth in Section 3 hereof, exceed 10% of the
Authorized Plan Shares. In all events, determinations under the preceding
sentence shall be made in a manner that is consistent with Code Section 162 and
the regulations promulgated thereunder.


                                       -4-

<PAGE>   5



7.       Adjustments and Reorganizations

         The Committee may make such adjustments to Awards granted under the
Plan (including the terms, exercise price and otherwise) as it deems appropriate
in the event of changes that impact the Company, the Company's share price, or
share status, provided, that, notwithstanding any other provision hereof,
insofar as any Award is subject to performance goals established to qualify
payments thereunder as "performance-based compensation" as described in Section
162(m) of the Code, the Committee shall have no power to adjust such Awards
other than (i) negative discretion and (ii) the power to adjust Awards for
corporate transactions, in either case to the extent permissible under
regulations interpreting Code Section 162(m).

         In the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, extraordinary
dividend, spin-off, split-off, rights offering, share combination, or other
change in the corporate structure of the Company affecting the Common Stock, the
number and kind of shares that may be delivered under the Plan shall be subject
to such adjustment as the Committee, in its sole discretion, may deem
appropriate, and the number and kind and price of shares subject to outstanding
Awards and any other terms of outstanding Awards shall be subject to such
adjustment as the Committee, in its sole discretion, may deem appropriate.

8.       Awards

         The Committee shall determine the type and amount of any Award to be
made to any Participant; provided however, that, except as provided in paragraph
(g), no Awards granted pursuant to this Plan shall vest in less than six months
after the date the Award is granted. Awards may be granted singly, in
combination, or in tandem. Awards may also be made in combination or in tandem
with, in replacement of, as alternatives to, or as the payment form for, grants
or rights under any other employee benefit or compensation plan of the Pactiv
Companies or Tenneco Inc., including any such employee benefit or compensation
plan of any acquired entity.

         (a)  Stock Options

              (i)   Awards. Stock Options (including Reload Stock Options)
         granted under this Plan may be either of the following:

                    (1)      an ISO or
                    (2)      a Non-Qualified Stock Option.

The Committee may grant any Participant one or more ISOs, Non-Qualified Stock
Options, or both types of Stock Options, in each case with or without SARs or
Reload Stock Options or any other form of Award. Stock Options granted pursuant
to this Plan shall be subject to such additional terms, conditions, or
restrictions as may be provided in the Award Agreement relating to such Stock
Option.

              (ii)  Option Price. The Option Price of a Stock Option shall
         not be less than 100% of the Fair Market Value of a share of Common
         Stock on the Award Date.

                                       -5-

<PAGE>   6




              (iii) ISOs. Anything in this Plan to the contrary notwithstanding,
         no term of this Plan relating to ISOs shall be interpreted, amended or
         altered, nor shall any discretion or authority awarded under the Plan
         be exercised, so as to disqualify this Plan under Section 422 of the
         Code, or, without the consent of the Participants affected, to
         disqualify any ISO under Section 422 of the Code.

         An ISO shall not be granted to an individual who, on the date of grant,
         owns stock possessing more than 10% of the total combined voting power
         of all classes of stock of the employing Company or of its parent or
         any subsidiary corporation.

         The aggregate Fair Market Value, determined on the Award Date, of the
         shares of Common Stock with respect to which one or more ISOs that are
         exercisable for the first time by the Participant during any calendar
         year shall not exceed the $100,000 limitation imposed by Section 422(d)
         of the Code.

              (iv)  Manner of Payment of Option Price. The Option Price shall be
         paid in full at the time of the exercise of the Stock Option and may be
         paid in any of the following methods or combinations thereof;

                         (A)  In United States dollars in cash, check, bank
                         draft or money order payable to the order of the
                         Company;

                         (B)  By the delivery of shares of Common Stock having
                         an aggregate Fair Market Value on the date of such
                         exercise to the Option Price;

                         (C)  Participants may simultaneously exercise the Stock
                         Option and sell their shares of Common Stock acquired
                         thereby and apply the proceeds to the payment of the
                         Option Price pursuant to the procedures established by
                         the Committee; and

                         (D)  In any other manner that the Committee shall
                         approve.

         Any shares of Common Stock required or permitted to be sold by an
         executive officer of the Company in connection with the payment of the
         Option Price shall be transferred to the Company.

              (v)   Reload Stock Options. The Committee may award Reload Stock
         Options to any Participant either in combination with other Awards or
         in separate Award Agreements that grant Reload Stock Options upon
         exercise of outstanding stock options granted under this Plan or
         otherwise.

         (b)  Stock Appreciation Rights.


                                       -6-

<PAGE>   7



              (i)   Awards. The Committee may award any Participant SARs, which
         shall be subject to such additional terms, conditions, or restrictions
         as may be provided in the Award Agreement relating to such SAR Award,
         including any limits on aggregate appreciation. SARs may be settled in
         Common Stock or cash or both.

              (ii)  Award Price. The award price per share of Common Stock of an
         SAR shall be fixed in the Award Agreement and shall be not less than
         100% of the Fair Market Value of a share of Common Stock on the date of
         the Award.

              (iii) Distribution of SARs. SARs shall be exercisable in
         accordance with the conditions and procedures set out in the Award
         Agreement relating to such SAR Award.

         (c)  Restricted Stock. The Committee may award Restricted Stock to any
Participant. Awards of Restricted Stock shall be subject to such conditions and
restrictions as are established by the Committee and set forth in the Award
Agreement, which may include, but are not limited to, continued service with the
Company, achievement of specific business objectives, and other measurements of
individual or business unit or Company performance.

         (d)  Stock Equivalent Units. The Committee may award Stock Equivalent
Units to any Participant. All or part of any Stock Equivalent Units Award may be
subject to conditions and restrictions established by the Committee, and set
forth in the Award Agreement, which may include some or all of the following:
continued service with the Company, achievement of specific business objectives,
and other measurements of individual or business unit or Company performance
that may include but shall not be limited to, earnings per share, net profits,
total shareholder return, cash flow, return on shareholders' equity, EVA, and
cumulative return on net assets employed. Without limiting the generality of the
foregoing, it is intended that the Committee shall establish performance goals
applicable to Stock Equivalent Units granted to Participants who, in the
judgment of the Committee, may be Covered Employees, in such manner as shall
permit payments with respect thereto to qualify as "performance-based
compensation" as described in Section 162(m)(4)(C) of the Code. The maximum
number of Stock Equivalent Units that may be awarded to any Participant in any
one calendar year shall not exceed 100,000.

         (e)  Dividend Equivalents. The Committee may provide in any Award
Agreement in which Stock Equivalent Units are awarded that such Stock Equivalent
Units may accrue Dividend Equivalents. In lieu of awarding Dividend Equivalents,
the Committee may provide for automatic Awards of additional Stock Equivalent
Units on each date that cash dividends are paid on the Common Stock in an amount
equal to (i) the product of the dividend per share on the Common Stock times the
total number of Stock Equivalent Units then held by the Participant, divided by
(ii) the Fair Market Value of the Common Stock on the dividend payment date.

         (f)  Performance Units. Performance Units shall be based on the
attainment, over a specified period, of individual performance targets or, on
other parameters that may include but shall not be limited to, earnings per
share, net profits, total shareholder return, cash flow, return on shareholders'
equity, EVA, and cumulative return on net assets employed. Performance Units may
be settled in Common Stock or cash or both. Without limiting the generality of
the foregoing, it is

                                       -7-

<PAGE>   8



intended that the Committee shall establish performance goals applicable to
Performance Units granted to Participants who, in the judgment of the Committee,
may be Covered Employees, in such a manner as shall permit payments with respect
thereto to qualify as "performance-based compensation" as described in Section
l62(m)(4)(C) of the Code. The maximum amount of compensation that may be paid to
any one Participant by means of Performance Units with respect to any one year
shall be $2,000,000.

         (g)  The Committee may also, in its sole discretion, shorten or
terminate the restricted period or waive any other conditions for the lapse of
restrictions with respect to all or any portion of any Award. Notwithstanding
the foregoing, all restricted periods shall terminate and the Awards shall be
fully vested with respect to any Participant upon the Participant's Retirement,
death or Total Disability, coincident with termination of employment with Pactiv
Companies. For purposes of this Section 8:

              "Retirement" means the Participant's termination of employment
with all Pactiv Companies at a time that is determined by the Committee to be
Retirement.

              "Total Disability" means the permanent inability of the
Participant, which is a result of accident or sickness, to perform such
Participant's occupation or employment for which the Participant is suited by
reason of the Participant's previous training, education and experience and
which results in the termination of the Participant's employment with all Pactiv
Companies.

9.       Dividends

         The Committee may provide in the appropriate Award Agreement that
dividends on Restricted Stock may be paid currently in cash or credited to a
Participant's account for subsequent distribution as determined by the
Committee. The Award Agreement may provide for the reinvestment of dividends
paid on Restricted Stock in shares of Common Stock.

10.      Deferrals and Settlements

         Settlement of Awards may be in the form of cash, Common Stock, other
Awards, or in combinations thereof as the Committee shall determine, and which
such other restrictions as it may impose. The Committee may also require or
permit Participants to defer the issuance or vesting of shares or the settlement
of Awards under such rules and procedures as it may establish under the Plan.
The Committee may also provide that deferred settlements include the payment or
crediting of interest on, the deferral amounts or the payment or crediting of
Dividend Equivalents on deferred settlements denominated in shares.

11.      Transferability and Beneficiaries

         No Awards under the Plan shall be assignable, alienable, saleable or
otherwise transferable other than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order (as defined by
the Code) or Title I of the Employee Retirement Income Security Act, or the
rules thereunder unless otherwise determined by the Committee.

                                       -8-

<PAGE>   9



12.      Award Agreements

         Awards under the Plan shall be evidenced by Award Agreements that set
forth the details, conditions and limitations for each Award, which may include
the term of an Award (except that (i) except as provided in Section 8(g), no
Award shall vest in less than six months after the date the Award is granted and
(ii) in no event shall the term of any ISO exceed a period of ten years from the
date of its grant), the provisions applicable in the event the Participant's
employment terminates, and the Company's authority to unilaterally or
bilaterally amend, modify, suspend, cancel or rescind any Award.

13.      Amendments; Compliance with Applicable Laws

         The Committee may suspend, terminate, or amend the Plan as it deems
necessary or appropriate to better achieve the purposes of the Plan, except
that, if shareholder approval is necessary in order for any such amendment to
comply with any applicable tax or regulatory requirements, including for these
purposes, any approval requirement which is a prerequisite for exemptive relief
under Section 16b of the Securities Exchange Act of 1934 (the "Exchange Act"),
no such amendment shall be made without the approval of the Company's
shareholders.

14.      Tax Withholding

         The Company shall have the right to (i) make deductions from any
settlement of an Award made under the Plan, including the delivery or vesting of
shares, or require shares or cash or both be withheld from any Award, in each
case in an amount sufficient to satisfy withholding of any federal, state or
local taxes required by law, or (ii) take such other action as may be necessary
or appropriate to satisfy any such withholding obligations. The Committee may
determine the manner in which such tax withholding may be satisfied, and may
permit shares of Common Stock (rounded up to the next whole number) to be used
to satisfy required tax withholding based on the Fair Market Value of any such
shares of Common Stock, as of the Settlement Date of the applicable Award.

15.      Other Company Benefit and Compensation Programs

         Unless otherwise specifically determined by the Committee, settlements
of Awards received by a Participant under the Plan shall not be deemed a part of
the Participant's regular, recurring compensation for purposes of calculating
payments or benefits from any Company benefit plan, severance program or
severance pay law of any country. Further, the Company may adopt other
compensation programs, plans or arrangements as it deems appropriate or
necessary.

16.      Unfunded Plan

         Unless otherwise determined by the Committee, the Plan shall be
unfunded and shall not create (or be construed to create) a trust or separate
fund or funds. The Plan shall not establish any fiduciary relationship between
the Company and any Participant or other person. To the extent any person holds
any rights by virtue of an Award granted under the Plan, such right (unless
otherwise

                                       -9-

<PAGE>   10



determined by the Committee) shall be no greater than the right of an unsecured
general creditor of the Company.

17.      Future Rights

         No person shall have any claim or right to be granted an Award under
the Plan, and no Participant shall have any right under the Plan to be retained
in the employment of the Company or its affiliates.

18.      Governing Law

         The validity, construction and effect of the Plan, and any actions
taken or relating to the Plan, shall be determined in accordance with the laws
of the State of Illinois and applicable federal law.

19.      Successors and Assigns

         The Plan shall be binding on all successors and assigns of a
Participant, including, without limitation, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.

20.      Rights as a Shareholder

         Except as otherwise provided in any Award Agreement, a Participant
shall have no rights as a shareholder of the Company until he or she becomes the
holder of record of Common Stock.

21.      Section 16b

         No Award or other transaction shall be permitted under this Plan which
would have the effect of imposing liability on a Participant under Section 16 of
the Exchange Act. Irrespective of any other provision of this Plan or an Award
Agreement, any such Award or other transaction purportedly made under or
pursuant to this Plan shall be void, ab initio.

              IN WITNESS WHEREOF, the Company has caused the Plan to be executed
on its behalf by its respective officers thereunder duly authorized, on the day
and year set forth below.


                                            PACTIV CORPORATION


Date:    November 1, 1999                   By:  /S/ John Potempa
      ---------------------                     --------------------------------

                                            Its:  Vice President Employee
                                                --------------------------------
                                                  Relations and Administration
                                                --------------------------------



                                      -10-