EXHIBIT 3.1(a)
 
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             TENNECO PACKAGING INC.
 
                                    * * * * *
 
      The present name of the corporation is Tenneco Packaging Inc. The
corporation was incorporated under the name of PKG Corporation by the filing of
its original Certificate of Incorporation with the Secretary of State of the
State of Delaware on April 19, 1965. This Restated Certificate of Incorporation
of the corporation, which both restates and further amends the provisions of the
corporation's Certificate of Incorporation, was duly adopted in accordance with
the provisions of Sections 242 and 245 of the General Corporation Law of the
State of Delaware and by the written consent of its sole stockholder in
accordance with Section 228 of the General Corporation Law of the State of
Delaware. The Certificate of Incorporation of the corporation is hereby amended
and restated to read in its entirety as follows:
 
      FIRST: The name of the corporation is Tenneco Packaging Inc.
 
      SECOND: The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
 
      THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
 
      FOURTH: A. The total number of shares of all classes of stock which the
corporation shall be authorized to issue is 400,000,000 shares, divided into
350,000,000 shares of Common Stock, par value $.01 per share (herein called
"Common Stock"), and 50,000,000 shares of Preferred Stock, par value $.01 per
share (herein called "Preferred Stock").
 
      B. The Board of Directors of the corporation (the "Board of Directors") is
hereby expressly authorized, by resolution or resolutions thereof, to provide,
out of the unissued shares of Preferred Stock, for series of Preferred Stock
and, with respect to each such series, to fix the number of shares constituting
such series and the designation of such series, the voting powers (if any) of
the shares of such series, and the preferences and relative, participating,
optional or other special rights, if any, and any qualifications, limitations or
restrictions thereof, of the shares of such series. The powers, preferences and
relative, participating, optional and other special rights of each series of
 
 
<PAGE>   2
 
 
Preferred Stock, and the qualifications, limitations or restrictions thereof, if
any, may differ from those of any and all other series at any time outstanding.
 
      C. Except as may otherwise be provided in this Restated Certificate of
Incorporation (including any certificate filed with the Secretary of State of
the State of Delaware establishing the terms of a series of Preferred Stock in
accordance with Section B of this Article FOURTH) or by applicable law, each
holder of Common Stock, as such, shall be entitled to one vote for each share of
Common Stock held of record by such holder on all matters on which stockholders
generally are entitled to vote, and no holder of any series of Preferred Stock,
as such, shall be entitled to any voting powers in respect thereof.
 
      D. Subject to applicable law and the rights, if any, of the holders of any
outstanding series of Preferred Stock, dividends may be declared and paid on the
Common Stock at such times and in such amounts as the Board of Directors in its
discretion shall determine.
 
      E. Upon the dissolution, liquidation or winding up of the corporation,
subject to the rights, if any, of the holders of any outstanding series of
Preferred Stock, the holders of the Common Stock shall be entitled to receive
the assets of the corporation available for distribution to its stockholders
ratably in proportion to the number of shares held by them.
 
      F. The corporation shall be entitled to treat the person in whose name any
share of its stock is registered as the owner thereof for all purposes and shall
not be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any other person, whether or not the corporation shall have
notice thereof, except as expressly provided by applicable law.
 
      G. Ownership of shares of any class of the capital stock of the
corporation shall not entitle the holders thereof to any preemptive right to
subscribe for or purchase or to have offered to them for subscription or
purchase any additional shares of capital stock of any class of the corporation
or any securities convertible into any class of capital stock of the
corporation, whether now or hereafter authorized, however acquired, issued or
sold by the corporation, it being the purpose and intent hereof that the Board
of Directors shall have full right, power and authority to offer for
subscription or sell or to make any disposal of any or all unissued shares of
the capital stock of the corporation or any securities convertible into stock or
any or all shares of stock or convertible securities issued and thereafter
acquired by the corporation, for such consideration, in money or property, as
the Board of Directors in its sole discretion shall determine.
 
 
                                       -2-
 
<PAGE>   3
 
      FIFTH: A. The business and affairs of the corporation shall be managed by
or under the direction of the Board of Directors consisting of not less than
five nor more than sixteen directors, with the exact number of directors
constituting the entire Board of Directors to be determined from time to time by
resolution adopted by the affirmative vote of a majority of the entire Board of
Directors.
 
      B. The Board of Directors shall be authorized to adopt, make, amend,
alter, change, add to or repeal the By-Laws of the corporation, subject to the
power of the stockholders to amend, alter, change, add to or repeal the By-Laws
made by the Board of Directors.
 
      C. Unless and except to the extent that the By-Laws of the corporation
shall so require, the election of directors of the corporation need not be by
written ballot.
 
      SIXTH: A. In addition to any affirmative vote required by law or this
Restated Certificate of Incorporation or the By-Laws of the corporation, and
except as otherwise expressly provided in Section B of this Article SIXTH, a
Business Combination (as hereinafter defined) with, or proposed by or on behalf
of, any Interested Stockholder (as hereinafter defined) or any Affiliate or
Associate (as hereinafter defined) of any Interested Stockholder or any person
who thereafter would be an Affiliate or Associate of such Interested Stockholder
shall, except as otherwise prohibited by applicable law, require the affirmative
vote of not less than 662/3% of the votes entitled to be cast by the holders of
all the then outstanding shares of Voting Stock (as hereinafter defined), voting
together as a single class, excluding Voting Stock beneficially owned by any
Interested Stockholder. Such affirmative vote shall be required notwithstanding
the fact that no vote may be required, or that a lesser percentage or separate
class vote may be specified, by law or in any agreement with any national
securities exchange or otherwise.
 
      B. The provisions of Section A of this Article SIXTH shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote, if any, as is required by law or by
any other provision of this Restated Certificate of Incorporation or the By-Laws
of the corporation, or any agreement with any national securities exchange, if
all of the conditions specified in either of the following Paragraphs 1 or 2 are
met or, in the case of a Business Combination not involving the payment of
consideration to the holders of the corporation's outstanding Capital Stock (as
hereinafter defined), if the condition specified in the following Paragraph 1 is
met:
 
 
                                       -3-
 
<PAGE>   4
 
 
         1. The Business Combination shall have been approved, either
      specifically or as a transaction which is within an approved category of
      transactions, by a majority (whether such approval is made prior to or
      subsequent to the acquisition of, or announcement or public disclosure of
      the intention to acquire, beneficial ownership of the Voting Stock that
      caused the Interested Stockholder to become an Interested Stockholder) of
      the Continuing Directors (as hereinafter defined).
 
         2. All of the following conditions shall have been met:
 
            a. the aggregate amount of cash and the Fair Market Value (as
         hereinafter defined), as of the date of the consummation of the
         Business Combination, of consideration other than cash to be received
         per share by holders of Common Stock in such Business Combination shall
         be at least equal to the highest amount determined under clauses (i)
         and (ii) below:
 
               (i) (if applicable) the highest per share price (including any
            brokerage commissions, transfer taxes and soliciting dealers' fees)
            paid by or on behalf of the Interested Stockholder for any share of
            Common Stock in connection with the acquisition by the Interested
            Stockholder of beneficial ownership of shares of Common Stock (x)
            within the two-year period immediately prior to the first public
            announcement of the proposed Business Combination (the "Announcement
            Date") or (y) in the transaction in which it became an Interested
            Stockholder, whichever is higher, in either case as adjusted for any
            subsequent stock split, stock dividend, subdivision or
            reclassification with respect to Common Stock; and
 
               (ii) the Fair Market Value per share of Common Stock on the
            Announcement Date or on the date on which the Interested Stockholder
            became an Interested Stockholder (the "Determination Date"),
            whichever is higher, as adjusted for any subsequent stock split,
            stock dividend, subdivision or reclassification with respect to
            Common Stock.
 
            b. The aggregate amount of cash and the Fair Market Value, as of the
         date of the consummation of the Business Combination, of consideration
         other than cash to be received per share by holders of shares of any
         class or series of outstanding Capital Stock, other than Common
 
 
                                       -4-
 
<PAGE>   5
 
 
         Stock, shall be at least equal to the highest amount determined under
         clauses (i), (ii), (iii) and (iv) below:
 
               (i) (if applicable) the highest per share price (including any
            brokerage commissions, transfer taxes and soliciting dealers' fees)
            paid by or on behalf of the Interested Stockholder for any share of
            such class or series of Capital Stock in connection with the
            acquisition by the Interested Stockholder of beneficial ownership of
            shares of such class or series of Capital Stock (x) within the
            two-year period immediately prior to the Announcement Date, or (y)
            in the transaction in which it became an Interested Stockholder,
            whichever is higher, in either case as adjusted for any subsequent
            stock split, stock dividend, subdivision or reclassification with
            respect to such class or series of Capital Stock;
 
               (ii) the Fair Market Value per share of such class or series of
            Capital Stock on the Announcement Date or on the Determination Date,
            whichever is higher, as adjusted for any subsequent stock split,
            stock dividend, subdivision or reclassification with respect to such
            class or series of Capital Stock;
 
               (iii) (if applicable) the price per share equal to the Fair
            Market Value per share of such class or series of Capital Stock
            determined pursuant to the immediately preceding clause (ii),
            multiplied by the ratio of (x) the highest per share price
            (including any brokerage commissions, transfer taxes and soliciting
            dealers' fees) paid by or on behalf of the Interested Stockholder
            for any share of such class or series of Capital Stock in connection
            with the acquisition by the Interested Stockholder of beneficial
            ownership of shares of such class or series of Capital Stock within
            the two-year period immediately prior to the Announcement Date, as
            adjusted for any subsequent stock split, stock dividend, subdivision
            or reclassification with respect to such class or series of Capital
            Stock to (y) the Fair Market Value per share of such class or series
            of Capital Stock on the first day in such two-year period on which
            the Interested Stockholder acquired beneficial ownership of any
            share of such class or series of Capital Stock, as adjusted for any
            subsequent stock split, stock dividend, subdivision
 
 
                                       -5-
 
<PAGE>   6
 
            or reclassification with respect to such class or series of Capital
            Stock; and
 
               (iv) (if applicable) the highest preferential amount per share to
            which the holders of shares of such class or series of Capital Stock
            would be entitled in the event of any voluntary or involuntary
            liquidation, dissolution or winding up of the affairs of the
            corporation regardless of whether the Business Combination to be
            consummated constitutes such an event.
 
            The provisions of this Paragraph 2 shall be required to be met with
         respect to every class or series of outstanding Capital Stock, whether
         or not the Interested Stockholder has previously acquired beneficial
         ownership of any shares of a particular class or series of Capital
         Stock.
 
            c. The consideration to be received by holders of a particular class
         or series of outstanding Capital Stock shall be in cash or in the same
         form as previously has been paid by or on behalf of the Interested
         Stockholder in connection with its direct or indirect acquisition of
         beneficial ownership of shares of such class or series of Capital
         Stock. If the consideration so paid for shares of any class or series
         of Capital Stock varied as to form, the form of consideration for such
         class or series of Capital Stock shall be either cash or the form used
         to acquire beneficial ownership of the largest number of shares of such
         class or series of Capital Stock previously acquired by the Interested
         Stockholder.
 
            d. After the Determination Date and prior to the consummation of
         such Business Combination: (i) except as approved by a majority of the
         Continuing Directors, there shall have been no failure to declare and
         pay at the regular date therefor any full quarterly dividends (whether
         or not cumulative) payable in accordance with the terms of any
         outstanding Capital Stock; (ii) there shall have been no reduction in
         the annual rate of dividends paid on the Common Stock (except as
         necessary to reflect any stock split, stock dividend or subdivision of
         the Common Stock), except as approved by a majority of the Continuing
         Directors; (iii) there shall have been an increase in the annual rate
         of dividends paid on the Common Stock as necessary to reflect any
         reclassification (including any reverse stock split), recapitalization,
         reorganization or any similar transaction that has the effect of
         reducing the number of outstanding shares of
 
 
                                       -6-
 
<PAGE>   7
 
         Common Stock, unless the failure so to increase such annual rate is
         approved by a majority of the Continuing Directors; and (iv) such
         Interested Stockholder shall not have become the beneficial owner of
         any additional shares of Capital Stock except as part of the
         transaction that results in such Interested Stockholder becoming an
         Interested Stockholder and except in a transaction that, after giving
         effect thereto, would not result in any increase in the Interested
         Stockholder's percentage beneficial ownership of any class or series of
         Capital Stock.
 
            e. A proxy or information statement describing the proposed Business
         Combination and complying with the requirements of the Securities
         Exchange Act of 1934 and the rules and regulations thereunder (the
         "Act") (or any subsequent provisions replacing such Act, rules or
         regulations) shall be mailed to all stockholders of the corporation at
         least 30 days prior to the consummation of such Business Combination
         (whether or not such proxy or information statement is required to be
         mailed pursuant to such Act or subsequent provisions). The proxy or
         information statement shall contain on the first page thereof, in a
         prominent place, any statement as to the advisability (or
         inadvisability) of the Business Combination that the Continuing
         Directors, or any of them, may choose to make and, if deemed advisable
         by a majority of the Continuing Directors, the opinion of an investment
         banking firm selected by a majority of the Continuing Directors as to
         the fairness (or not) of the terms of the Business Combination from a
         financial point of view to the holders of the outstanding shares of
         Capital Stock other than the Interested Stockholder and its Affiliates
         or Associates (as hereinafter defined), such investment banking firm to
         be paid a reasonable fee for its services by the corporation.
 
            f. Such Interested Stockholder shall not have made any major change
         in the corporation's business or equity capital structure without the
         approval of a majority of the Continuing Directors.
 
      C. The following definitions shall apply with respect to this Article
SIXTH:
 
         1. The term "Business Combination" shall mean:
 
            a. any merger or consolidation of the corporation or any Subsidiary
         (as hereinafter defined) with (i) any Interested Stockholder or (ii)
         any other company (whether
 
 
                                       -7-
 
<PAGE>   8
 
         or not itself an Interested Stockholder) which is or after such merger
         or consolidation would be an Affiliate or Associate of an Interested
         Stockholder; or
 
            b. any sale, lease, exchange, mortgage, pledge, transfer or other
         disposition or security arrangement, investment, loan, advance,
         guarantee, agreement to purchase, agreement to pay, extension of
         credit, joint venture participation or other arrangement (in one
         transaction or a series of transactions) with or for the benefit of any
         Interested Stockholder or any Affiliate or Associate of any Interested
         Stockholder involving any assets, securities or commitments of the
         corporation, any Subsidiary or any Interested Stockholder or any
         Affiliate or Associate of any Interested Stockholder which (except for
         any arrangement, whether as employee, consultant or otherwise, other
         than as a director, pursuant to which any Interested Stockholder or any
         Affiliate or Associate thereof shall, directly or indirectly, have any
         control over or responsibility for the management of any aspect of the
         business or affairs of the corporation, with respect to which
         arrangements the value tests set forth below shall not apply), together
         with all other such arrangements (including all contemplated future
         events), has an aggregate Fair Market Value and/or involves aggregate
         commitments of $25,000,000 or more or constitutes more than five
         percent of the book value of the total assets (in the case of
         transactions involving assets or commitments other than capital stock)
         or five percent of the stockholders' equity (in the case of
         transactions in capital stock) of the entity in question (the
         "Substantial Part"), as reflected in the most recent fiscal year-end
         consolidated balance sheet of such entity existing at the time the
         stockholders of the corporation would be required to approve or
         authorize the Business Combination involving the assets, securities
         and/or commitments constituting any Substantial Part; or
 
            c. the adoption of any plan or proposal for the liquidation or
         dissolution of the corporation or for any amendment to the
         corporation's By-Laws; or
 
            d. any reclassification of securities (including any reverse stock
         split), or recapitalization of the corporation, or any merger or
         consolidation of the corporation with any of its Subsidiaries or any
         other transaction (whether or not with or otherwise involving an
         Interested Stockholder) that has the effect, directly or indirectly, of
         increasing the proportionate share of any class or series of Capital
         Stock, or any securities
 
 
                                       -8-
 
<PAGE>   9
 
         convertible into Capital Stock or into equity securities of any
         Subsidiary, that is beneficially owned by any Interested Stockholder or
         any Affiliate or Associate of any Interested Stockholder, or
 
            e. any agreement, contract or other arrangement providing for any
         one or more of the actions specified in the foregoing clauses (a) to
         (d).
 
         2. The term "Capital Stock" shall mean all capital stock of the
      corporation authorized to be issued from time to time under Article FOURTH
      of this Restated Certificate of Incorporation, and the term "Voting Stock"
      shall mean all Capital Stock which by its terms may be voted on all
      matters submitted to stockholders of the corporation generally.
 
         3. The term "person" shall mean any individual, firm, company or other
      entity and shall include any group comprised of any person and any other
      person with whom such person or any Affiliate or Associate of such person
      has any agreement, arrangement or understanding, directly or indirectly,
      for the purpose of acquiring, holding, voting or disposing of Capital
      Stock.
 
         4. The term "Interested Stockholder" shall mean any person (other than
      (i) the corporation or any Subsidiary, any profit-sharing, employee stock
      ownership or other employee benefit plan of the corporation or any
      Subsidiary or any trustee or fiduciary with respect to any such plan or
      holding Voting Stock for the purpose of funding any such plan or funding
      other employee benefits for employees of the corporation or any Subsidiary
      when acting in such capacity, and (ii) until immediately following the
      Distribution (as defined in the Distribution Agreement, dated as of
      November 4, 1999, by and between the corporation and the corporation known
      as of the date thereof as Tenneco Inc., a Delaware corporation ("Old
      Tenneco")), Old Tenneco or any subsidiary of Old Tenneco) who (a) is or
      has announced or publicly disclosed a plan or intention to become the
      beneficial owner of Voting Stock representing five percent or more of the
      votes entitled to be cast by the holders of all then outstanding shares of
      Voting Stock; or (b) is an Affiliate or Associate of the corporation and
      at any time within the two-year period immediately prior to the date in
      question was the beneficial owner of Voting Stock representing five
      percent or more of the votes entitled to be cast by the holders of all
      then outstanding shares of Voting Stock.
 
         5. A person shall be a "beneficial owner" of any Capital Stock (a)
      which such person or any of its Affiliates or
 
 
                                       -9-
 
<PAGE>   10
 
      Associates beneficially owns, directly or indirectly; (b) which such
      person or any of its Affiliates or Associates has, directly or indirectly,
      (i) the right to acquire (whether such right is exercisable immediately or
      subject only to the passage of time), pursuant to any agreement,
      arrangement or understanding or upon the exercise of conversion rights,
      exchange rights, warrants or options, or otherwise, or (ii) the right to
      vote pursuant to any agreement, arrangement or understanding; or (c) which
      are beneficially owned, directly or indirectly, by any other person with
      which such person or any of its Affiliates or Associates has any
      agreement, arrangement or understanding for the purpose of acquiring,
      holding, voting or disposing of any shares of Capital Stock. For the
      purposes of determining whether a person is an Interested Stockholder
      pursuant to Paragraph 4 of this Section C, the number of shares of Capital
      Stock deemed to be outstanding shall include shares deemed beneficially
      owned by such person through application of this Paragraph 5 of Section C,
      but shall not include any other shares of Capital Stock that may be
      issuable pursuant to any agreement, arrangement or understanding, or upon
      exercise of conversion rights, warrants or options, or otherwise.
      Notwithstanding the foregoing, for purposes of this Article SIXTH, a
      person shall not be deemed a "beneficial owner" of any Capital Stock which
      such person has the right to acquire upon exercise of the Rights issued
      pursuant to the Qualified Offer Plan Rights Agreement, dated as of
      November 4, 1999, between the corporation and First Chicago Trust Company
      of New York (including any successor rights plan thereto, the "Rights
      Agreement"), if such person would not be deemed the beneficial owner of
      such Capital Stock under the terms of such Rights Agreement.
 
         6. The terms "Affiliate" and "Associate" shall have the respective
      meanings ascribed to such terms in Rule 12b-2 under the Act as in effect
      on December 11, 1996 (the term "registrant" in said Rule 12b-2 meaning in
      this case the corporation).
 
         7. The term "Subsidiary" means any company of which a majority of any
      class of equity securities are beneficially owned by the corporation;
      provided, however, that for the purposes of the definition of Interested
      Stockholder set forth in Paragraph 4 of this Section C, the term
      "Subsidiary" shall mean only a company of which a majority of each class
      of equity security is beneficially owned by the corporation.
 
         8. The term "Continuing Director" means any member of the Board of
      Directors, while such person is a member of the Board of Directors, who is
      not an Affiliate or Associate or representative of the Interested
      Stockholder and was a member
 
 
                                      -10-
 
<PAGE>   11
 
      of the Board of Directors prior to the time that the Interested
      Stockholder became an Interested Stockholder, and any successor of a
      Continuing Director while such successor is a member of the Board of
      Directors, who is not an Affiliate or Associate or representative of the
      Interested Stockholder and is recommended or elected to succeed the
      Continuing Director by a majority of Continuing Directors.
 
         9. The term "Fair Market Value" means (a) in the case of cash, the
      amount of such cash; (b) in the case of stock, the highest closing sale
      price during the 30-day period immediately preceding the date in question
      of a share of such stock on the Composite Tape for New York Stock
      Exchange-Listed Stocks, or, if such stock is not quoted on the Composite
      Tape, on the New York Stock Exchange, or, if such stock is not listed on
      such Exchange, on the principal United States securities exchange
      registered under the Act on which such stock is listed, or, if such stock
      is not listed on any such exchange, the highest closing bid quotation with
      respect to a share of such stock during the 30-day period preceding the
      date in question on The Nasdaq Stock Market or any similar system then in
      use, or if no such quotations are available, the fair market value on the
      date in question of a share of such stock as determined by a majority of
      the Continuing Directors in good faith; and (c) in the case of property
      other than cash or stock, the fair market value of such property on the
      date in question as determined in good faith by a majority of the
      Continuing Directors.
 
         10. In the event of any Business Combination in which the corporation
      survives, the phrase "consideration other than cash to be received" as
      used in Paragraphs 2.a and 2.b of Section B of this Article SIXTH shall
      include the shares of Common Stock and/or the shares of any other class or
      series of Capital Stock retained by the holders of such shares.
 
      D. A majority of the Continuing Directors shall have the power and duty to
determine for the purposes of this Article SIXTH, on the basis of information
known to them after reasonable inquiry, all questions arising under this Article
SIXTH, including, without limitation, (a) whether a person is an Interested
Stockholder, (b) the number of shares of Capital Stock or other securities
beneficially owned by any person, (c) whether a person is an Affiliate or
Associate of another, (d) whether a Proposed Action is with, or proposed by, or
on behalf of an Interested Stockholder or an Affiliate or Associate of an
Interested Stockholder, (e) whether the assets that are the subject of any
Business Combination have, or the consideration to be received for the issuance
or transfer of securities by the corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of $25,000,000 or
 
 
                                      -11-
 
<PAGE>   12
 
more, and (f) whether the assets or securities that are the subject of any
Business Combination constitute a Substantial Part. Any such determination made
in good faith shall be binding and conclusive on all parties.
 
      E. Nothing contained in this Article SIXTH shall be construed to relieve
any Interested Stockholder from any fiduciary obligation imposed by law.
 
      F. The fact that any Business Combination complies with the provisions of
Section B of this Article SIXTH shall not be construed to impose any fiduciary
duty, obligation or responsibility on the Board of Directors, or any member
thereof, to approve such Business Combination or recommend its adoption or
approval to the stockholders of the corporation, nor shall such compliance
limit, prohibit or otherwise restrict in any manner the Board of Directors, or
any member thereof, with respect to evaluations of or actions and responses
taken with respect to such Business Combination.
 
      G. For the purposes of this Article SIXTH, a Business Combination or any
proposal to amend or repeal, or to adopt any provision of this Restated
Certificate of Incorporation inconsistent with, this Article SIXTH
(collectively, "Proposed Action"), is presumed to have been proposed by or on
behalf of an Interested Stockholder or an Affiliate or Associate of an
Interested Stockholder or a person who thereafter would become such if (1) after
the Interested Stockholder became such, the Proposed Action is proposed
following the election of any director of the corporation who with respect to
such Interested Stockholder would not qualify to serve as a Continuing Director
or (2) such Interested Stockholder, Affiliate, Associate or person votes for or
consents to the adoption of any such Proposed Action, unless as to such
Interested Stockholder, Affiliate, Associate or person a majority of the
Continuing Directors makes a good faith determination that such Proposed Action
is not proposed by or on behalf of such Interested Stockholder, Affiliate,
Associate or person, based on information known to them after reasonable
inquiry.
 
      H. Notwithstanding any other provisions of this Restated Certificate of
Incorporation or the By-Laws of the corporation (and notwithstanding the fact
that a lesser percentage or separate class vote may be specified by law, this
Restated Certificate of Incorporation or the By-Laws of the corporation), any
proposal to amend or repeal, or to adopt any provision of this Restated
Certificate of Incorporation inconsistent with, this Article SIXTH which is
proposed by or on behalf of an Interested Stockholder or an Affiliate or
Associate of an Interested Stockholder shall require the affirmative vote of the
holders of not less than 66 2/3%
 
 
                                      -12-
 
<PAGE>   13
 
of the votes entitled to be cast by the holders of all the then outstanding
shares of Voting Stock, voting together as a single class, excluding Voting
Stock beneficially owned by any Interested Stockholder, provided, however, that
this Section H shall not apply to, and such 662/3% vote shall not be required
for, any amendment or repeal of, or the adoption of any provision inconsistent
with, this Article SIXTH unanimously recommended by the Board of Directors if
all of such directors are persons who would be eligible to serve as Continuing
Directors within the meaning of Paragraph 8 of Section C of this Article SIXTH.
 
      SEVENTH: A director of the corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended. Any amendment,
modification or repeal of the foregoing sentence shall not adversely affect any
right or protection of a director of the corporation hereunder in respect of any
act or omission occurring prior to the time of such amendment, modification or
repeal.
 
      EIGHTH: Subject to the provisions of this Restated Certificate of
Incorporation and applicable law, the corporation reserves the right at any time
and from time to time to amend, alter, change or repeal any provision contained
in this Restated Certificate of Incorporation, and any other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted, in the manner now or hereafter prescribed herein or by
applicable law, and all rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors or any other persons whomsoever by and
pursuant to this Restated Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the right reserved in this Article
EIGHTH.
 
      IN WITNESS WHEREOF, the undersigned has executed this Restated Certificate
of Incorporation this 4th day of November, 1999.
 
 
                                     TENNECO PACKAGING INC.
 
 
                                     By: /s/ Richard L. Wambold
                                         ----------------------------
                                         Richard L. Wambold
                                         President