AGREEMENT

Exhibit 10.1

AGREEMENT

     This Agreement dated as of August 11, 2009, by and between PACKAGING CORPORATION OF AMERICA, having its principal place of business at 1900 West Field Court, Lake Forest, Illinois 60045 (together with its consolidated subsidiaries, “PCA”), and William J. Sweeney (“Mr. Sweeney”).

     WHEREAS, Mr. Sweeney will retire from his position as Executive Vice President, Corrugated Products of PCA effective September 15, 2009 (the “Retirement Date”).

     WHEREAS, PCA desires that Mr. Sweeney serve as an advisor to PCA upon his retirement;

     WHEREAS, Mr. Sweeney desires to act as an advisor to PCA;

     NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties do hereby agree:

     1.  Duties . Mr. Sweeney will handle specific projects and assignments in an advisory capacity as determined by Paul T. Stecko, Chairman and CEO of PCA. Mr. Sweeney will devote best efforts in the performance of duties assigned and will act in the best interest of PCA in carrying out those responsibilities. Mr. Sweeney shall cooperate as requested by PCA as to legal or other matters involving PCA arising out of Mr. Sweeney’s previous employment with PCA. The parties acknowledge and agree that Mr. Sweeney shall perform services under this Agreement only as an independent contractor and not as an employee or agent of PCA.

     2.  Fees . Mr. Sweeney shall be paid a fee in cash equal to $30,000 per month, payable on the final day of each month during the term hereof (prorated for any partial month of service). Mr. Sweeney shall be entitled to reimbursement for reasonable expenses incurred in connection with his performance of this Agreement.

     3.  Restricted Stock and Stock Options . Mr. Sweeney holds 109,580 shares of restricted stock of PCA and 4,000 unvested and 67,000 vested options to purchase PCA common stock, which were awarded during Mr. Sweeney’s service to PCA as an employee. Notwithstanding the vesting period applicable to such shares of restricted stock, such shares of restricted stock and unvested stock options shall vest in their entirety, and all restrictions on transfer (other than restrictions applying as a result of applicable securities laws or the ordinary application of PCA’s stock trading procedures) of the restricted stock shall lapse, on January 2, 2010. Notwithstanding anything to the contrary in any stock option award, all stock options held by Mr. Sweeney shall expire on the earlier of (i) the date on which such stock option would expire pursuant to its terms or (ii) September 15, 2012, and, subject to compliance with applicable securities laws and PCA policies and procedures regarding trading in its common stock, Mr. Sweeney may exercise such options at any time prior to such expiration date.

     4.  No Benefits . PCA and Mr. Sweeney agree that the remuneration provided for in Paragraphs 2 and 3 shall constitute the total compensation due for services hereunder and that no employee benefits of any kind will be provided except as due Mr. Sweeney as a result of prior service as a PCA employee under PCA’s plans in which Mr. Sweeney participated. Mr. Sweeney will not accrue additional benefits or service time as a result of the performance of this Agreement.

     5.  Term . The term of this Agreement shall commence on the Retirement Date and shall continue in full force and effect until December 31, 2011. This agreement may be terminated earlier only (i) upon the mutual written agreement of the parties; or (ii) by either party for convenience at any time by delivering at least 120 days’ prior written notice to the other party.

     6.  Confidential Information . Mr. Sweeney acknowledges that the information, observations and data (including without limitation trade secrets, know-how, research plans, business, accounting, distribution and sales methods and systems, manufacturing methods and systems, sales and profit figures and margins and other technical or business information, business, marketing and sales plans and strategies, cost and pricing structures, and manufacturing techniques of PCA disclosed or otherwise revealed to him, or discovered or otherwise obtained by him or of which he has become or becomes aware, directly or indirectly, while employed or otherwise acting for PCA, whether prior to the date of this Agreement as an employee, pursuant to this Agreement or otherwise) (all of the foregoing being collectively, “ Confidential Information ”) are the property of PCA, and Mr. Sweeney agrees that PCA has a protectable interest in such Confidential Information. Therefore, Mr. Sweeney agrees that he shall not disclose to any person or use for his own purposes any Confidential Information without the prior written consent of PCA, unless and only to the extent that the aforementioned matters: (a) become or are generally known to and available for use by the public other than as a result of Mr. Sweeney’s acts or omissions or (b) are required to be disclosed by judicial process or law (provided that Mr. Sweeney shall give advance written notice of such requirement to PCA as soon as

practicable under the circumstances to enable PCA to seek an appropriate protective order or confidential treatment). PCA shall deliver to Mr. Sweeney at any time that PCA may reasonably request all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) which constitute Confidential Information or Work Product (as defined below) which he may then possess or have under his control. This Section 6 shall survive the termination of this Agreement.

     7.  Work Product .

     (a) Mr. Sweeney hereby assigns to PCA all right, title and interest in and to all inventions, developments, methods, process, designs, analyses, reports and all similar or related information (in each case whether or not patentable), all copyrightable works, all trade secrets, confidential information and know-how, and all o