AMENDED AND RESTATED BYLAWS

                                       OF

                               PACTIV CORPORATION



                              ADOPTED: MAY 17, 2001





                                    ARTICLE I



                          PLACE OF STOCKHOLDER MEETINGS



         Section 1. All meetings of the stockholders of the corporation shall be

held at such place or places, within or without the State of Delaware, as may

from time to time be fixed by the Board of Directors of the corporation (the

"Board"), or as shall be specified or fixed in the respective notices or waivers

of notice thereof.



                                 ANNUAL MEETING



         Section 2. The Annual Meeting of Stockholders shall be held on such

date and at such time as may be fixed by the Board and stated in the notice

thereof, for the purpose of electing directors and for the transaction of only

such other business as is properly brought before the meeting in accordance with

these Bylaws.



                                 SPECIAL MEETING



         Section 3. Subject to the rights of the holders of any series of

preferred stock, par value $.01 per share, of the corporation (the "Preferred

Stock") to elect additional directors under specified circumstances, special

meetings of the stockholders shall be called by the Board. Special meetings

shall be held at such date and at such time as the Board may designate.



                                NOTICE OF MEETING



         Section 4. Written notice of each meeting of stockholders, stating the

place, date and hour of the meeting, and the purpose or purposes thereof, shall

be given not less than ten nor more than sixty days before the date of such

meeting to each stockholder entitled to vote thereat.



                                     QUORUM



         Section 5. Unless otherwise provided by statute, the holders of shares

of stock entitled to cast a majority of votes at a meeting, present either in

person or by proxy, shall constitute a quorum at such meeting. The Secretary of

the corporation or in his absence an Assistant Secretary or an appointee of the

presiding officer of the meeting, shall act as the Secretary of the meeting.



                                     VOTING



         Section 6. Except as otherwise provided by law or the Restated

Certificate of Incorporation, each stockholder entitled to vote at any meeting

shall be entitled to one vote, in



{PAGE}   2



person or by proxy, for each share held of record on the record date fixed as

provided in Section 4 of Article V of these Bylaws for determining the

stockholders entitled to vote at such meeting. At all meetings of stockholders

for the election of directors a plurality of the votes cast shall be sufficient

to elect. All other elections and questions shall, unless otherwise provided by

the Restated Certificate of Incorporation, these Bylaws, the rules or

regulations of any stock exchange applicable to the corporation, or applicable

law or pursuant to any regulation applicable to the corporation or its

securities, be decided by the affirmative vote of the holders of a majority in

voting power of the shares of stock of the corporation which are present in

person or by proxy and entitled to vote thereon.



         Elections of directors need not be by written ballot; provided,

however, that by resolution duly adopted, a vote by written ballot may be

required.



                                     PROXIES



         Section 7. Each stockholder entitled to vote at a meeting of

stockholders or to express consent or dissent to corporate action in writing

without a meeting may authorize another person or persons to act for him by

proxy, but no such proxy shall be voted or acted upon after three years from its

date, unless the proxy provides for a longer period. A proxy shall be

irrevocable if it states that it is irrevocable and if, and only as long as, it

is coupled with an interest sufficient in law to support an irrevocable power. A

stockholder may revoke any proxy which is not irrevocable by attending the

meeting and voting in person or by filing an instrument revoking the proxy or by

delivering a proxy in accordance with applicable law bearing a later date to the

Secretary of the corporation. In order to be exercised at a meeting of

stockholders, proxies shall be delivered to the Secretary of the corporation or

his representative at or before the time of such meeting.



                                   INSPECTORS



         Section 8. At each meeting of the stockholders the polls shall be

opened and closed, the proxies and ballots shall be received and be taken in

charge and all questions touching the qualification of voters and the validity

of proxies and the acceptance or rejection of votes shall be decided by three

Inspectors, two of whom shall have power to make a decision. Such Inspectors

shall be appointed by the Board before the meeting, or in default thereof by the

presiding officer at the meeting, and shall be sworn to the faithful performance

of their duties. If any of the Inspectors previously appointed shall fail to

attend or refuse or be unable to serve, substitutes shall be appointed by the

presiding officer.



                               CONDUCT OF MEETINGS



         Section 9. The date and time of the opening and the closing of the

polls for each matter upon which the stockholders will vote at a meeting shall

be announced at the meeting by the chairman of the meeting. The Board may adopt

by resolution such rules and regulations for the conduct of the meeting of

stockholders as it shall deem appropriate. Except to the extent inconsistent

with such rules and regulations as adopted by the Board, the chairman of any

meeting of stockholders shall have the right and authority to prescribe such

rules, regulations and procedures and to do all such acts as, in the judgment of

such chairman, are appropriate for the proper conduct of the meeting. Such

rules, regulations or procedures, whether adopted by the Board or prescribed by

the chairman of the meeting, may include, without limitation, the following: (i)

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