Item 1.01. Entry into a Material Definitive Agreement

The Board of Directors of Pactiv Corporation (the "Corporation") approved an amendment to the Pactiv Corporation Change-In-Control Severance Benefit Plan for Key Executives (which agreement was filed as Exhibit 10.6 to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2008) to clarify the provisions relating to how performance shares are paid out in the event of a Change in Control (as defined therein). The Corporation's Amended and Restated Change-In-Control Severance Benefit Plan for Key Executives is attached hereto as Exhibit 10.6.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The Board of Directors of the Corporation approved and adopted amendments to Article II, Section 1(C) of the Corporation's Bylaws regarding the process by which persons over the age of 72 can be eligible for election or reelection to the Board of Directors. The Corporation's Amended and Restated Bylaws are attached hereto as Exhibit 3.1.