EXHIBIT A
 
                               PACTIV CORPORATION
 
              COMPENSATION/NOMINATING/GOVERNANCE COMMITTEE CHARTER
 
A. NAME
 
     There shall be a committee of the Board of Directors (the "Board") which
shall be called the Compensation/Nominating/ Governance Committee (the "C/N/G
Committee").
 
B. PURPOSES
 
     The purposes of the C/N/G Committee shall include the following:
 
          (1) Discharging the Board's responsibilities relating to compensation
     of the Company's executives, including review and approval of corporate
     goals and objectives relevant to compensation of the Chief Executive
     Officer ("CEO"); and, either as a committee or together with the other
     independent directors (as directed by the Board), evaluation of the CEO's
     performance in light of those goals and objectives, and determination and
     approval of the CEO's compensation level based on this evaluation; and
     recommendations to the Board with respect to non-CEO compensation,
     incentive-compensation plans and equity-based plans;
 
          (2) Producing an annual report on executive compensation for inclusion
     in the Company's proxy statement or annual report on Form 10-K in
     accordance with applicable rules and regulations;
 
          (3) Identifying individuals qualified to become Board members
     (consistent with criteria approved by the Board), and selecting and
     recommending to the Board the director nominees for the next annual meeting
     of shareholders;
 
          (4) Developing and recommending to the Board the Corporate Governance
     Guidelines applicable to the Company and reviewing such Guidelines, as
     appropriate, but at least annually for the Board;
 
          (5) Overseeing the evaluation of the Board and management; and
 
          (6) Conducting an annual performance evaluation of the C/N/G
     Committee.
 
     In fulfilling its purposes, the C/N/G Committee shall undertake those tasks
and responsibilities that, in its judgment, would most effectively contribute to
and implement the purposes of the C/N/G Committee, including those specifically
listed in this Charter.
 
C. COMMITTEE MEMBERSHIP AND PROCEDURE
 
     The C/N/G Committee shall consist of no fewer than three directors. Each
member of the C/N/G Committee shall satisfy the independence requirements of the
New York Stock Exchange and, if deemed appropriate from time to time, meet the
definition of "non-employee director" under Rule 16b-3 under the Securities
Exchange Act of 1934, and "outside director" for purposes of Section 162(m) of
the Internal Revenue Code of 1986, as amended. The Board shall appoint the
members of the C/N/G Committee annually, considering the recommendation of the
C/N/G Committee, and further considering the views of the Chairman of the Board
and CEO, as appropriate, and shall designate the Chairman of the C/N/G
Committee. The members of the C/N/G Committee shall serve until their successors
are appointed and qualify. The Board shall have the power at any time to change
the membership of the C/N/G Committee and to fill vacancies in it, subject to
such new member(s) satisfying the above requirements. Except as expressly
provided in this Charter or the by-laws of the Company or the Corporate
Governance Guidelines of the Company, the C/N/G Committee shall fix its own
rules of procedure.
 
 
 
D. COMMITTEE AUTHORITY AND RESPONSIBILITIES
 
     The C/N/G Committee shall have and may exercise all of the powers and
authority of the Board in connection with the performance of its duties and
responsibilities under this Charter, including without limitation the authority
to call upon the Company's officers and employees or outside consultants for
such assistance and support as it deems appropriate, and to institute and carry
out investigations of improprieties or such other matters as it deems necessary.
The C/N/G Committee shall, at least annually, review with the Board the
Company's compensation structure and philosophy.
 
1. COMPENSATION MATTERS
 
     - Compensation Structure and Philosophy.  The C/N/G Committee shall examine
       the compensation structure of the Company periodically to determine that
       the Company is rewarding its executive personnel in a manner consistent
       with sound business practices and, in connection with such review,
       determine, in consultation with Senior Management and the Board of
       Directors, the compensation philosophy for the Company. Among other
       things, the compensation structure should:
 
      - Align the interests of the Company's executives and shareholders by
        implementing and maintaining compensation programs that provide for the
        acquisition and retention of Company shares by senior executives;
 
      - Reinforce a results-oriented management culture with executive pay that
        varies according to overall Company and individual performance against
        aggressive business goals and core behavioral standards;
 
      - Provide an executive compensation package that attracts, retains, and
        motivates key executives; and
 
      - Place greater emphasis and leverage on variable performance-based "at
        risk" (versus fixed) compensation as executives assume increased
        responsibility.
 
     The C/N/G Committee shall also develop and maintain a program covering
     long-range plans for executive compensation for further consideration by
     the Board. The C/N/G Committee shall review and approve the list of a peer
     group of companies to which the Company shall compare itself for
     compensation purposes.
 
     - CEO Compensation.  The C/N/G Committee shall review and approve corporate
       goals and objectives relevant to CEO compensation; and either as a
       Committee or together with the other independent directors (as directed
       by the Board), evaluate the CEO's performance in light of those goals and
       objectives; and determine and approve the CEO's compensation level based
       on this evaluation. In determining the long-term incentive component of
       CEO compensation, the C/N/G Committee shall consider the Company's
       performance and relative shareholder return, the value of similar
       incentive awards to CEOs at comparable companies, and the awards given to
       the Company's CEO in past years.
 
     - Compensation Plans.  To the extent permitted by law, the C/N/G Committee
       shall establish, administer, amend or terminate, and to otherwise act for
       and on behalf of the Board with respect to the executive compensation,
       incentive and deferred compensation, and equity-based compensation plans
       and programs of the Company and affiliated companies ("Compensation
       Plans"), including other similar compensation plans the C/N/G Committee
       deems desirable to establish, terminate or amend from time to time. The
       C/N/G Committee shall review and approve the performance or operating
       goals for participants in the Company's Compensation Plans. The C/N/G
       Committee shall have the power to determine eligibility, size of awards,
       and set maximum number of shares that may be issued each year under such
       Compensation Plans, in such manner as the C/N/G Committee shall deem in
       the best interests of the Company, in all cases in which specific
       directions shall not have been given by the Board.
 
       
 
     - Employee Benefit Plans.  To the extent permitted by law, the C/N/G
       Committee shall have the right to establish, administer, amend or
       terminate, and to otherwise act for and on behalf of the Board with
       respect to the employee benefit plans of the Company and affiliated
       companies including both welfare and pension plans ("Benefit Plans"),
       including any supplemental Benefit Plans, and any other similar plans or
       arrangements which the C/N/G Committee deems as desirable in the best
       interests of the Company to establish from time to time, in all cases in
       which specific direction shall not have been given by the Board. The
       C/N/G Committee shall receive at least annually a report from management
       with respect to the performance of the assets in the Company's Benefit
       Plans.
 
     - Other Plans and Arrangements.  To the extent permitted by law, the C/N/G
       Committee shall have the right to establish, administer, amend or
       terminate, and to otherwise act for and on behalf of the Board with
       respect to Change in Control and severance arrangements, employment
       contracts, special retirement programs and any other similar plans or
       arrangements which the C/ N/G Committee deems desirable in the best
       interests of the Company to establish from time to time.
 
     - Board Compensation.  The C/N/G Committee shall advise the Board on
       changes in compensation for Board and committee members.
 
     - Consultants and Advisors.  The C/N/G Committee shall have the sole
       authority to retain and terminate any compensation consultant used to
       assist in the evaluation of director, CEO, executive officer and senior
       management compensation or Company Compensation Plans or Benefit Plans
       generally and shall have sole authority to approve the consultant's fees
       and other retention terms. The C/N/G Committee shall also have authority
       to obtain advice and assistance from internal or external legal,
       accounting or other advisors.
 
2. AUTHORITY AND RESPONSIBILITY RELATED TO NOMINATING AND GOVERNANCE MATTERS
 
     - Director Qualifications.  The C/N/G Committee shall, consistent with
       criteria approved by the Board of Directors, determine the desirable
       balance of experience, qualifications and expertise among members of the
       Board. The C/N/G Committee will review all proposed nominees for the
       Board of Directors, including those proposed by shareholders, in
       accordance with the charter of the C/N/G Committee and the Corporate
       Governance Guidelines to determine whether they might make good
       candidates for consideration for membership on the Board of Directors.
       This will include a review of the person's judgment, experience,
       independence, diversity of experience at policy-making level in
       businesses and in areas relevant to the Company's activities, and such
       other factors as the C/N/G Committee determines are relevant in light of
       the needs of the Board of Directors and the Company; there are no
       specific minimum qualifications that the C/N/G Committee believes must be
       met by a nominee. The Board shall not discriminate among qualified
       candidates based on gender, race, ethnicity or age. The C/N/G Committee
       will select qualified candidates and review its recommendations with the
       Board of Directors, which will decide whether to invite the candidate to
       be a nominee for election to the Board of Directors.
 
     - Annual Recommendation of Directors.  The C/N/G Committee shall review and
       recommend to the Board a management slate of directors to be proposed for
       election at the annual shareholders' meeting and included in the Proxy
       Statement for such meeting.
 
     - Board Performance Review.  The C/N/G Committee shall solicit and receive
       comments from all directors and report annually to the Board with an
       assessment of the Board's membership, structure and performance.
 
     - Committees' Performance Review.  The C/N/G Committee shall review the
       function and composition of the committees of the Board (including the
       C/N/G Committee), and recommend to the Board qualified persons for
       membership on such committees. The C/N/G Committee shall review annually,
       or more often if appropriate, the directors who are members (including
       qualifications,
 
 
       requirements, rotation of Committee assignments and term limits of
       Committee memberships), the structure (including authority to delegate)
       and the performance of such committees and report to the Board the
       results of such review.
 
     - Organization and Governance Generally.  The C/N/G Committee shall serve
       in an advisory capacity to the Board and Chairman of the Board on matters
       of organizational and governance structure of the Company and the conduct
       of the Board generally.
 
     - Officers.  The C/N/G Committee shall review, as appropriate, the
       qualifications of candidates for election as officers of the Company and
       recommend such candidates for election by the Board.
 
     - Succession Planning.  The Board of Directors and the C/N/G Committee (to
       the extent directed by the Board) shall review at least annually with the
       CEO the availability of qualified replacements for key executive
       positions in the company and its subsidiaries and the nature and adequacy
       of the Company's plans for developing and providing necessary
       replacements both on a current and a long-term basis, so as to ensure
       continuity and orderly succession of capable and qualified management for
       the Company as well as policies regarding succession in the event of
       injury to, or retirement of, the CEO.
 
     - Search Firms and Advisors.  The C/N/G Committee shall have the sole
       authority to retain and terminate any search firm to be used to identify
       director candidates and shall have sole authority to approve the search
       firm's fees and other retention terms. The C/N/G Committee shall also
       have authority to obtain advice and assistance from internal or external
       legal, accounting or other advisors.
 
     - Corporate Governance Guidelines.  The C/N/G Committee shall review and
       reassess at least annually, and more often, if appropriate, the adequacy
       of the Corporate Governance Guidelines of the Company and recommend any
       proposed changes to the Board for approval.
 
     - Code of Business Conduct and Ethics.  The C/N/G Committee shall develop
       and recommend to the Board a Code of Business Conduct and Ethics, and
       shall consider any requests by directors or executive officers for
       waivers from the Company's Code of Business Conduct and Ethics. The
       Company shall make disclosure of such waivers to both the New York Stock
       Exchange and the Securities and Exchange Commission. If appropriate, the
       C/N/G Committee shall develop and recommend to the Board a separate Code
       of Conduct for Financial Managers.
 
3. GENERAL AUTHORITY AND RESPONSIBILITY
 
     - Regular Reports.  The C/N/G Committee shall make regular reports to the
       Board. In addition, the C/N/G Committee shall develop a Master Calendar
       of Committee responsibilities and the meetings at which such
       responsibilities will be addressed.
 
     - Review of Charter and Committee Performance.  The C/N/G Committee shall
       review and reassess the adequacy of this Charter at least annually and
       recommend any proposed changes to the Board for approval.
 
     - Delegation.  The C/N/G Committee may form and delegate authority to
       subcommittees when appropriate.
 
     - Meetings.  The C/N/G Committee may request any officer or employee of the
       Company or the Company's outside counsel or other advisors to attend a
       meeting of the C/N/G Committee or to meet with any members of, or
       consultants to, the C/N/G Committee. The C/N/G Committee shall meet at
       least four (4) times per year.
 
E. MISCELLANEOUS
 
     This Charter supercedes and replaces any prior resolutions or actions of
the Board, or any committee thereof, to the extent such prior resolutions or
actions are inconsistent with the provisions of this Charter.