0001104659-06-016492 Sample Contracts

Form of Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 14th, 2006 • Packaging Corp of America • Paperboard containers & boxes

By this agreement, Packaging Corporation of America grants to [NAME] the following restricted shares of the Company’s common stock, $.01 par value, subject to the terms and conditions set forth below, in the attached Plan Prospectus, and in the PCA 1999 Long-Term Equity Incentive Plan, as may from time to time be amended and/or restated, all of which are an integral part of this Agreement. A copy of the 1999 Long-Term Equity Incentive Plan may be obtained from the Company upon request.

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Packaging Corporation of America
Stock Option Agreement • March 14th, 2006 • Packaging Corp of America • Paperboard containers & boxes

By this agreement, Packaging Corporation of America grants to [NAME] an option to purchase shares of the Company’s common stock, $.01 par value, subject to the terms and conditions set forth below, in the attached Plan Prospectus, and in the PCA 1999 Long-Term Equity Incentive Plan, as may from time to time be amended, all of which are an integral part of this Agreement. A copy of the 1999 Long-Term Equity Incentive Plan may be obtained from the Company upon request.

Packaging Corporation of America
Stock Option Agreement • March 14th, 2006 • Packaging Corp of America • Paperboard containers & boxes

By this agreement, Packaging Corporation of America grants to [NAME] an option to purchase shares of the Company’s common stock, $.01 par value, subject to the terms and conditions set forth below, in the attached Plan Prospectus, and in the PCA 1999 Long-Term Equity Incentive Plan, as may from time to time be amended and/or restated, all of which are an integral part of this Agreement. A copy of the 1999 Long-Term Equity Incentive Plan may be obtained from the Company upon request.

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