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                                                                    EXHIBIT 10.7

                      PACTIV CORPORATION CHANGE IN CONTROL
                    SEVERANCE BENEFIT PLAN FOR KEY EXECUTIVES
                                  (THE "PLAN")

         This Plan is established by Pactiv Corporation (the "Company")
effective on the date on which the stock of the Company is distributed to the
shareholders of Tenneco Inc. (the "Effective Date"). The purpose of the Plan is
to induce key employees to enter into, or continue their services or employment
with, and to steadfastly serve the Company if and when a Change in Control (as
defined below) is threatened, despite attendant career uncertainties, by
committing the Company to provide severance benefits in the event their
employment terminates as a result of a Change in Control.

1.  Definitions

    A.   "Change in Control" shall mean the first to occur of the following
         events (but no event other than the following events), except as
         otherwise provided below:

         (1)  any person and any of their affiliates or associates becomes the
              beneficial owner, directly or indirectly, of securities of the
              Company representing (a) fifteen percent (15%) or more of either
              the Company's then outstanding shares of common stock or the
              combined voting power of the Company's then outstanding securities
              having general voting rights, and a majority of the Incumbent
              Board does not approve the acquisition before the acquisition
              occurs, or (b) forty percent (40%) or more of the Company's then
              outstanding shares of common stock or the combined voting power of
              the Company's then outstanding securities having general voting
              rights. Notwithstanding the foregoing, a Change in Control shall
              not be deemed to occur pursuant to this paragraph (1) solely
              because the requisite percentage of the Company's then outstanding
              shares of common stock or the combined voting power of the
              Company's then outstanding securities having general voting rights
              is acquired by one or more employee benefit plans maintained by
              one or more Pactiv Companies; or

         (2)  members of the Incumbent Board cease to constitute a majority of
              the Company Board; or

         (3)  the consummation of any plan of merger, consolidation, share
              exchange or combination between the Company and any person
              including without limitation becoming a subsidiary of any other
              person without members of the Incumbent Board, as constituted
              immediately prior to the merger, consolidation, share exchange or
              combination constituting a majority of the board of directors of
              (a) the surviving or successor corporation, or, (b) if the
              surviving or successor corporation is a majority-owned subsidiary
              of another corporation or corporations, the ultimate parent
              company of the surviving or successor corporation; or

         (4)  the consummation of any sale, exchange or other disposition of all
              or substantially all of the Company's assets without members of
              the Incumbent



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              Board immediately prior to any sale, exchange or disposition of
              all or substantially all of the Company's assets constituting a
              majority of the board of directors of (a) the corporation which
              holds such assets after such disposition, or, (b) if such
              corporation is a majority-owned subsidiary of another corporation
              or corporations, the ultimate parent company of the successor
              corporation provided, that the Company Board may determine
              conclusively that any transaction does not constitute a sale,
              exchange or other disposition of substantially all of the
              Company's assets;

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

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

    B.   "Company Board" means the Board of Directors of the Company.

    C.   "Constructive Termination" will be deemed to have occurred if, upon or
         following the Change in Control, a Key Executive separates from service
         with all Pactiv Companies after the Pactiv Companies, by action or
         inaction, and without the Key Executive's express prior written
         consent:

         (1)  diminish in any manner the Key Executive's status, position,
              duties or responsibilities with Pactiv Companies from those in
              effect immediately prior to the Change in Control; without
              limiting the foregoing, for purposes of this clause (1) a
              diminution will be deemed to have occurred if the Key Executive
              does not maintain the same or greater status, position, duties and
              responsibilities with the ultimate parent corporation of a
              controlled group of corporations of which the Company is a member
              upon consummation of the transaction or transactions constituting
              the Change in Control;

         (2)  reduce the Key Executive's then current annual cash compensation
              from Pactiv Companies below the sum of (a) the Key Executive's
              annual base salary or annual base compensation from the Pactiv
              Companies in effect immediately prior to the Change in Control and
              (b) the Key Executive's average annual award under the Company's
              Executive Incentive Compensation Plan (or any successor plan) for
              the three calendar year periods (or for such shorter period as the
              Key Executive has been employed by the Company) completed
              immediately prior to the Change in Control;

         (3)  cause a material reduction in (a) the level of aggregate Pactiv
              Companies-paid medical benefit, life insurance and disability plan
              coverages; or (b) the aggregate rate of Pactiv Companies-paid
              thrift/savings plan

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              contributions and of Pactiv Companies-paid defined benefit
              retirement plan benefit accrual, from those coverages and rates in
              effect immediately prior to the Change in Control; or

         (4)  effectively require the Key Executive to relocate because of
              transfer of the Key Executive's place of employment with Pactiv
              Companies from the place where the Key Executive was employed
              immediately prior to the Change in Control; for purposes of the
              foregoing, a transfer of place of employment shall be deemed to
              require a Key Executive to relocate if such transfer (i) is
              greater than 25 miles from the place where the Key Executive was
              employed immediately prior to the Change in Control and (ii)
              increases the normal commuting time of such Key Executive by more
              than 50%.

         A Constructive Termination will be deemed to have occurred for all Key
         Executives if any successor to the Company in a merger, consolidation,
         purchase or other combination constituting a Change in Control fails to
         assume, in writing, all of the Company's obligations under the Plan
         promptly upon consummation of such Change in Control.

         In addition, a determination that a Key Executive has been
         Constructively Terminated for purposes of eligibility for benefits
         under this Plan shall be based solely on the criteria set forth in this
         paragraph C and the Key Executive's eligibility or application for, or
         receipt of, any retirement benefits from any Pactiv Company following
         separation from service shall have no bearing on such determination.

    D.   "Discharge for Cause" shall be deemed to have occurred only if,
         following the Change in Control, a Key Executive is discharged by
         Pactiv Companies from employment because:

         (1)  the Key Executive has engaged in dishonesty or other serious
              misconduct in his or her capacity as an employee of Pactiv
              Companies having the effect of materially injuring the reputation
              or business of Pactiv Companies, monetarily or otherwise; or

         (2)  the Key Executive has willfully and continually failed (unless due
              to incapacity resulting from physical or mental illness) to
              perform the duties of his or her employment by Pactiv Companies
              after written demand for substantial performance is delivered to
              the Key Executive by Pactiv Companies specifically identifying the
              manner in which the Key Executive has not substantially performed
              such duties.

         Notwithstanding the foregoing, a Key Executive who, immediately prior
         to the Change in Control, is a member of Executive Group I shall not be
         deemed to have been Discharged for Cause under paragraph l or 2 above
         unless a written notice has been delivered to the Key Executive stating
         that the Pactiv Companies have terminated the Key Executive's
         employment, which notice shall include a resolution, adopted by at
         least a three-quarter's vote of the Incumbent Board (after the Key


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         Executive has been provided with reasonable notice and an opportunity,
         together with counsel, for a hearing before the entire Incumbent
         Board), finding that the Key Executive has engaged in the conduct set
         forth in paragraphs (1) or (2) of the preceding sentence.

    E.   "Executive Group I" shall consist of each individual who, immediately
         prior to a Change in Control,

         (1)  is an executive officer of the Company listed in the Company's
              proxy statement most recently filed with the Securities and
              Exchange Commission and any other officer of the Company of the
              rank of Vice President or above designated by the Chief Executive
              Officer of the Company; or

         (2)  is the President (or other principal officer) of any other Pactiv
              Company, if designated by the Chief Executive Officer of the
              Company, in writing on or before the Change in Control, as a
              member of Executive Group I.

    F.   "Executive Group II" shall consist of each individual

         (1)  who is not a member of Executive Group I; and

         (2)  (a) who, immediately prior to the Change in Control, is an active
              participant in the Company's Executive Incentive Compensation
              Plan, or (b) who, immediately prior to the Change in Control, is
              an employee of a Pactiv Company who has been designated by the
              Chief Executive Officer of the Company, in writing on or before
              the Change in Control, as a member of Executive Group II.

    G.   "Incumbent Board" means

         (1)  the members of the Company Board on the Effective Date, to the
              extent that they continue to serve as members of the Company
              Board; and

         (2)  any individual who becomes a member of the Company Board after the
              Effective Date, if his or her election or nomination for election
              as a director is approved by a vote of at least three-quarters of
              then Incumbent Board.

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

    I.   "Key Executive" means an individual who, immediately prior to the
         Change in Control, is a member of Executive Group I or Executive Group
         II.

    J.   "Pactiv Company" or "Pactiv Companies" mean 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.



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    K.   "Threatened Change in Control" shall mean (i) any publicly disclosed
         proposal, offer, actual or proposed purchase of stock or other action
         which, if consummated, would, in the opinion of the Incumbent Board
         constitute a Change in Control, including the Company entering into an
         agreement, the consummation of which would result in a Change in
         Control or (ii) the adoption of a resolution by the Incumbent Board
         that a Threatened Change in Control has occurred.

    L.   "Threatened Change in Control Period" shall mean the period beginning
         on the date a Threatened Change in Control occurs and ending on earlier
         of (1) the date the proposal, offer, actual or proposed purchase of
         stock or other action is formally withdrawn or the Incumbent Board has
         determined that the circumstances which constituted the Threatened
         Change in Control no longer exist; or (2) the date a Change in Control
         occurs.

         For purposes of the foregoing definitions, the terms "associate",
         "affiliate", "person", and "beneficial owner" shall have the respective
         meaning set forth in Sections 3(a) and 13(d) of the Securities Exchange
         Act of 1934, as amended (the "Exchange Act"), and the regulations
         promulgated thereunder, and the regulations promulgated under Section
         12 of the Exchange Act.

2.  Eligibility for Benefits. Any Key Executive who meets the criteria set forth
    in paragraphs (A) or (B) below shall be entitled to receive the benefits
    described therein.

    A.   (i) If within two years after a Change in Control, a Key Executive is
         separated from service as an employee with Pactiv Companies because (a)
         the Key Executive is discharged by the Pactiv Companies, provided, such
         discharge is not Discharge for Cause, or (b) because of Constructive
         Termination, and (ii) throughout the period beginning with the Change
         in Control and ending with such separation from service with Pactiv
         Companies, the Key Executive remains an employee of Pactiv Companies,
         he or she shall be entitled to receive the benefits described in
         Sections 3 and 6 below; or

    B.   If, during the first thirty days following the first anniversary of a
         Change in Control, a member of Executive Group I on the date of the
         Change in Control, voluntarily elects to separate from service, he or
         she shall be entitled to receive the benefits described in Section 3(A)
         below.

3.  Severance Benefits.

    A.   If the Key Executive is a member of Executive Group I immediately prior
         to the Change in Control -- an amount equal to three times the sum of
         (a) the Key Executive's annual base salary or other annual base
         compensation in effect immediately prior to the Change in Control, plus
         (b) the greater of (i) the average of the Key Executive's annual awards
         under the Company's Executive Incentive Compensation Plan (or any
         successor plan), together with any special awards from Pactiv
         Companies, for the last three years of the Key Executive's employment
         with Pactiv Companies or such shorter period as the Key Executive has
         been employed

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         by Pactiv Companies, or (ii) the Key Executive's targeted annual award
         under such plans in effect immediately prior to the Change in Control.

    B.   If the Key Executive is a member of Executive Group II immediately
         prior to the Change in Control -- an amount equal to two times the sum
         of (a) the Key Executive's annual base salary in effect immediately
         prior to the Change in Control, plus (b) the greater of (i) the average
         of the Key Executive's annual awards under the Company's Executive
         Incentive Compensation Plan (or any successor plan), together with any
         special awards from Pactiv Companies, for the last three years of the
         Key Executive's employment with Pactiv Companies or such shorter period
         as the Key Executive has been employed by Pactiv Companies, or (ii) the
         Key Executive's targeted annual award under such plans in effect
         immediately prior to the Change in Control.

    C.   All deferred compensation (and earnings accrued thereon) credited to
         the account of a Key Executive under any deferred compensation plan,
         program or arrangement of Pactiv Companies shall be paid to such Key
         Executive immediately following termination of employment,
         notwithstanding any provisions of such plan, program or arrangement to
         the contrary.

    D.   An amount, paid in a single lump sum of cash, equal to the sum of (i)
         any incentive compensation which has been allocated or awarded to such
         Key Executive for a completed calendar year or other measuring period
         preceding the Change in Control but has not yet been paid and (ii) a
         pro rata portion to the date of the Change in Control of the aggregate
         value of all contingent incentive compensation awards to such Key
         Executive for the current calendar year or other measuring period under
         any compensation or incentive plans of the Company, calculated as if
         100% of any performance target or goal was achieved or otherwise on a
         basis on which such Key Executive will receive with a pro rata portion
         (based on elapsed time) of the amounts he or she would have been
         entitled to receive if he or she had continued to be employed by the
         Company throughout the period contemplated with respect to such award
         and if all other conditions for receiving the maximum amount with
         respect to all such awards had been met, notwithstanding any provision
         of any such plan to the contrary.

    E.   The Key Executive shall be entitled to be paid in cash the total of the
         fair market value, determined as of the date of his or her separation
         from service, of any Restricted Stock, Stock Appreciation Rights,
         Performance Units, Stock Equivalent Units and Dividend Equivalents
         which he or she held immediately prior to such separation from service
         to the extent that he or she would not otherwise receive the value
         thereof. The terms "Restricted Stock", "Stock Appreciation Rights",
         "Performance Units", "Stock Equivalent Units" and "Dividend
         Equivalents" shall have the meaning ascribed to those terms in the
         Company's Stock Ownership Plan.




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    F.   The Key Executive and his or her eligible dependents, if any, shall
         continue to be covered by the health, life and disability plans
         applicable to comparably situated active employees as in effect from
         time to time and subject to the rules thereof for the period described
         below. For persons entitled to Executive Group I benefits, and their
         eligible dependents, the period is three (3) years from his or her
         separation from service. For persons entitled to Executive Group II
         benefits, and their eligible dependents, the period is two (2) years
         from his or her separation from service. This period of coverage will
         not count against the minimum period of health coverage required by the
         Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), and
         persons covered by this provision will be afforded their applicable
         COBRA rights at the end of the health coverage provided herein.

    G.   The Company shall provide each Key Executive with reasonable out
         placement services consistent with past practices of the Company with
         respect to officers at such level prior to the Change in Control.

    H.   If a Key Executive receives other cash severance benefits from Pactiv
         Companies, the amount of severance benefit to which the Key Executive
         is entitled under Section 3(A) or (B) above shall be considered to be
         satisfied to the extent of such other cash severance payment.

4.  Other Benefits. Upon a Change in Control, and without regard to the Key
    Executive's employment status following such Change in Control, all Stock
    Options granted under the Company's Stock Ownership Plan or any other
    similar plan maintained by the Company shall become immediately vested and
    exercisable for the lesser of 36 months or the remaining life of the option.
    The term "Stock Options" shall have the meaning ascribed thereto in the
    Company's Stock Ownership Plan.

5.  Method of Payment. The Company shall pay, or cause to be paid, the cash
    severance benefits under the Plan to the Key Executive in a single cash sum
    within 30 days following the later of the Key Executive's separation from
    service as an employee with Pactiv Companies and submission of a claim as
    required by Section 12 of the Plan. Except for withholdings required by law
    to satisfy local, state, and federal tax withholding requirements, no offset
    nor any other reduction shall be taken in paying such benefit.

6.  Gross-Up Payment. If any portion of the payments described herein, and/or
    any other payments no matter the source of such payments, shall be subject
    to the tax imposed by Section 4999 of the Internal Revenue Code (the portion
    of such payments which are subject to the Excise Tax being referred to
    herein as the "Payments") the Company shall pay to the affected Key
    Executive, not later than the 30th day following the date the Key Executive
    becomes subject to the Excise Tax an additional amount (the "Gross-Up
    Payment"), such that the net amount retained by the Key Executive after
    deduction of the Excise Tax on such Payments, and all federal, state and
    local income and employment tax (assuming the Key Executive is in the
    highest marginal tax bracket), interest and penalties and Excise Tax on the
    Gross-Up Payment, shall be equal to the amount which would have been
    retained by the Key Executive had the payments not been subject to the
    Excise Tax.


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7.  Assignment. No Key Executive may assign, transfer, convey, mortgage,
    hypothecate, or in any way encumber any severance benefit payable under the
    Plan, nor shall the Key Executive have any right to receive any severance
    benefit under the Plan except at the time, in the amount and in the manner
    provided in the Plan, provided that the rights of a Key Executive under the
    Plan may be enforced by the Key Executive's heirs and legal representatives.

    This Plan may and shall be assigned or transferred to, and shall be binding
    upon and shall inure to the benefit of, any successor of the Company, and
    any such successor shall be deemed substituted for all purposes of "the
    Company" under the provisions of the Plan. As used in the preceding
    sentence, the term "successor" shall mean any person, firm, corporation, or
    business entity which at any time, whether by merger, purchase or otherwise,
    acquires all, or substantially all, of the assets or business of the
    Company. Notwithstanding such assignments, the Company shall remain, with
    such successor, jointly and severally liable for all obligations under the
    Plan, which, except as herein provided, may not be assigned by the Company.

8.  Plan Amendment and Termination. The Plan may be terminated or amended at any
    time by the Board of Directors provided that during a Threatened Change in
    Control Period, the Plan may not be terminated or amended in any manner that
    reduces the benefits to a Key Executive or adversely affects the rights of a
    Key Executive under the Plan. In the event of a Change in Control, no
    amendment, or termination, made on or after the date of the Change in
    Control shall apply to any Key Executive until the expiration of two years
    and thirty-one days from the date of the Change in Control.

9.  Funding. The Company shall pay, or cause to be paid, any severance benefit
    under the Plan out of general assets of Pactiv Companies. Nothing contained
    herein shall preclude the Company from establishing a grantor trust through
    which assets to satisfy obligations under the Plan may be set aside to
    provide for benefit payments to participants in the Plan. Any assets or
    property held by such trust shall be subject to the claims of general
    creditors of the Company, but only upon the insolvency or bankruptcy of the
    Company and only to the extent that the assets or property held by such
    trust are attributable to contributions made by the Company. No person other
    than the Company shall, by virtue of the provisions of the Plan, have any
    interest in such funds.

10. Controlling Law. The Plan shall be interpreted under the laws of the State
    of Illinois, except to the extent that federal law preempts such laws.

11. Plan Administrator. The Company is the Plan Administrator, and it shall have
    the authority to control and manage the operation of this Plan with the
    authority to interpret the Plan.

12. Making a Claim

    A.   Submission of a Claim. In order to claim a severance benefit under this
         Plan, a Key Executive need only advise the Plan Administrator in
         writing that the Key Executive's employment with Pactiv Companies has
         terminated, that the Key Executive claims a severance benefit under the
         Plan and of the mailing address to which the severance benefit or
         related correspondence is to be sent.

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    B.   Denial of a Claim. If a Key Executive has made a claim for benefits
         under this Plan and any portion of the claim is denied, the Plan
         Administrator will furnish the Key Executive with a written notice
         stating the specific reasons for the denial, specific reference to
         pertinent Plan provisions upon which the denial was based, a
         description of any additional information or material necessary to
         perfect the claim and an explanation of why such information or
         material is necessary, and appropriate information concerning steps to
         take if the Key Executive wishes to submit the claim for review.

         The claim will be deemed accepted if the Plan Administrator does not
         approve the claim and fails to notify the Key Executive within 90 days
         after receipt of the claim, plus any extension of time for processing
         the claim, not to exceed 90 additional days, as special circumstances
         require. To obtain an extension, the Plan Administrator must advise the
         Key Executive in writing during the initial 90 days if an extension is
         necessary, stating the special circumstances requiring the extension
         and the date by which the Key Executive can expect the Plan
         Administrator's decision regarding the claim.

    C.   Review Procedure. Within 60 days after the date of written notice
         denying any benefits, the Key Executive or the Key Executive's
         authorized representative may write to the Plan Administrator
         requesting a review of that decision by the Company Board or the
         Compensation / Nominating / Governance Committee thereof (the
         "Committee").

         The request for review may contain such issues and comments as the Key
         Executive wishes to have considered in the review. The Key Executive
         may also review pertinent documents in the Plan Administrator's
         possession. The Company Board or the Committee will make a final
         determination with respect to the claim as soon as practicable. The
         Plan Administrator will advise the Key Executive of the determination
         in writing and will set forth the specific reasons for the
         determination and the specific references to any pertinent Plan
         provisions upon which the determination is based.

         The claim will be deemed accepted on review if the Plan Administrator
         fails to give the Key Executive written notice of final determination
         within 60 days after receipt of the request for review, plus any
         extension of time for completing the review, not to exceed 60
         additional days, as special circumstances require. To obtain an
         extension, the Plan Administrator must advise the Key Executive in
         writing during the initial 60 days if any extension is necessary,
         stating the special circumstances requiring the extension and the date
         by which the Key Executive can expect the Company's decision, regarding
         the review of the claim.

13. Legal Fees and Costs. In the event a Key Executive initiates legal action to
    enforce his or her right to any benefit under this Plan, the Company shall
    pay all reasonable legal fees and

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    costs incurred by the Key Executive in connection with such legal action,
    provided that the Key Executive prevails on any material issue that is a
    subject of the legal action.

14. Severability. If for any reason any provision or provisions of the Plan are
    determined invalid or unenforceable, the validity and effect of the other
    provisions of the Plan shall not be affected thereby.

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


                                            PACTIV CORPORATION


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

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





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