PACKAGING CORPORATION OF AMERICA ANNOUNCES TENDER OFFER
FOR ANY AND ALL 9⁵/8% SENIOR SUBORDINATED NOTES DUE 2009

        LAKE FOREST, Ill.June 23, 2003Packaging Corporation of America (NYSE: PKG) announced today that it is commencing a cash tender offer relating to all of its $550 million outstanding 9⁵/8% Series B Senior Subordinated Notes due 2009 (CUSIP No. 695156AD1, the "Notes").

        In conjunction with the tender offer, PCA is also soliciting consents to adopt proposed amendments to the indenture under which the Notes were issued that would eliminate substantially all restrictive covenants and certain event of default provisions. The tender offer and consent solicitation are being made upon the terms and subject to conditions set forth in the Company's Offer to Purchase and Consent Solicitation Statement dated June 23, 2003.

        The total consideration for each $1,000 principal amount of Notes tendered and accepted for payment pursuant to the tender offer shall be a price, calculated in accordance with standard market practice, based on the assumptions that the Notes will be redeemed in full at a price of $1,048.13 per $1,000 principal amount of Notes on April 1, 2004, which is the first date on which the Notes are redeemable (the "Earliest Redemption Date"), and that the yield to the Earliest Redemption Date is equal to 62.5 basis points over the bid-side yield of the 3⁵/8% U.S. Treasury Note due March 31, 2004, as more fully described in the Offer to Purchase and Consent Solicitation Statement. The total consideration includes a consent payment of $20 per $1,000 principal amount of the Notes (the "Consent Payment") payable only to holders of Notes who validly tender and do not withdraw such Notes before 5:00 p.m., New York City time, on July 7, 2003 (the "Consent Time"), if and only if PCA accepts for payment Notes tendered in the tender offer. Holders whose valid tenders are received after 5:00 p.m., New York City time, on the Consent Time, but prior to midnight, New York City time, on July 21, 2003 (the "Expiration Time"), will receive only the tender offer consideration, which is the total consideration less the Consent Payment. Holders may withdraw their Notes before the Consent Time, but not thereafter. PCA currently intends to redeem any Notes not tendered as soon as practicable after the Earliest Redemption Date. The redemption price for the Notes at that time is 104.8125% of their principal amount.

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