Reynolds Packaging F4 Registration of securities | SEC 3 Nov 11

Exhibit 3.180

NOTARY 96
Mauricio Martinez Rivera

Deed No. 31,265

INSTRUMENT THIRTY-ONE THOUSAND TWO HUNDRED SIXTY-FIVE.

BOOK SEVEN HUNDRED FOUR. JOS/MGV.

MEXICO, FEDERAL DISTRICT, NOVEMBER FIVE, NINETEEN NINETY-SEVEN.

I, MAURICIO MARTINEZ RIVERA, Notary number ninety-six of the Federal District, hereby certify:

A) THE FORMALIZATION OF POWERS granted abroad, made by request of Mr. Attorney CARLOS GUERRERO GONZALEZ.

B) THE INCORPORATION OF A JOINT-STOCK COMPANY WITH VARIABLE CAPITAL, made by the foreign Companies named “TENNECO PACKAGING INTERNATIONAL HOLDINGS INC.” and “TENNECO PACKAGING INC.”, hereby represented by Attorney CARLOS GUERRERO GONZALEZ in his capacity of Attorney in Fact, according to the following representations, clauses and bylaws:

REPRESENTATIONS

I. GRANTING OF A POWER OF ATTORNEY. That the person appearing hereby produced a document written down in English, which has five pages written down only on the obverse side, granted before Peggy Erbacci, Notary Public for Evanston City, County of Cook, State of Illinois, United States of America, dated October twenty-nine, nineteen ninety-seven, by which the Company named “Tenneco Packaging International Holdings Inc.”, hereby represented by Mr. Robert A. Page in his capacity of Vice-chairman, has granted in favor of Messieurs Eduardo Alfonso Eric Martinez Rodriguez, Santiago Jose Palaciá Lores, Carlos Guerrero Gonzalez and Roberto Aparicio Moreno, a special power of attorney to act jointly or separately on behalf of the principal and to represent the latter in the incorporation of a Joint-Stock Company with Variable Capital under the Mexican laws and under the terms therein described and to also subscribe and pay a part of the capital stock.

Said power of attorney was duly annotated by the Secretary of State of the State of Illinois, United States of America, on October thirty, nineteen ninety-seven, under number seventy-seven thousand seven hundred eighty; power that he shows to be duly translated into Spanish by Maria Elena Cruces Ramirez, expert translator authorized by the Superior Court of Justice of the Federal District, according to the bulletin published on February seven, nineteen ninety-seven, having attached such documents to the appendix hereof under letter “A”.

II. GRANTING OF THE POWER OF ATTORNEY. That the person appearing hereby produced a document written down in English, which has five pages written only on the obverse side,

executed before the same Notary as the above on October twenty-nine, nineteen ninety-seven, by which the Company named “Tenneco Packaging Inc.”, hereby represented by Mr. Robert A. Page in his capacity of Vice-chairman, has granted in favor of Mr. Eduardo Alfonso Eric Martinez Rodriguez, Santiago Jose Palaciá Lores, Carlos Guerrero Gonzalez and Roberto Aparicio Moreno, special power of attorney to act jointly or separately on behalf of the principal and to represent the latter in the incorporation of a Joint-Stock Company with Variable Capital under the Mexican laws and under the terms that in said instrument are described, and to also subscribe and pay a part of the capital stock.

Said power of attorney was duly annotated by the Secretary of State of the State of Illinois, United States of America, on October thirty, nineteen ninety-seven, under number seventy-seven thousand seven hundred seventy-nine; power of attorney that he shows to me duly translated into Spanish by Maria Elena Cruces Ramirez, expert translator authorized by the Superior Court of Justice of the Federal District, according to the bulletin published on February seven, nineteen ninety-seven, having attached the aforementioned documents to the appendix hereof under letter “B”.

III. PERMIT OF THE DEPARTMENT OF FOREIGN AFFAIRS. To incorporate the Company referred to in this deed, the person appearing produced the permit granted by the Department of Foreign Affairs, through the General Direction of Legal Matters, Direction of Permits, Article Twenty-seven of the Constitution, number nine million, thirty-seven thousand nine hundred thirty-nine, file number nine billion seven hundred-nine million, thirty-seven thousand seventy-two, folio number thirty-eight thousand one hundred fifty-six, dated October twenty-four, nineteen ninety-seven, which document I attach to the appendix hereof under letter “C”.

In accordance with the aforementioned, the person appearing grants the following:

CLAUSES

FORMALIZATION OF THE POWERS OF ATTORNEY

GRANTED ABROAD

SOLE. According to provisions in articles 90, 91 and 92 of the Notary Law for the Federal District, as requested by Mr. Attorney Carlos Guerrero Gonzalez, the powers of attorney granted by the foreign Companies named “Tenneco Packaging International Holdings Inc.” and “Tenneco Packaging Inc.” in favor of messieurs Attorneys Eduardo Alfonso Eric Martinez Rodriguez, Santiago Jose Palaciá Lores, Carlos Guerrero Gonzalez and Roberto Aparicio Moreno, are hereby formalized and added to the appendix hereof under letters “A” and “B” and are hereby taken as reproduced as if literally inserted for any and all legal effects that correspond.

INCORPORATION

SOLE. Mr. Attorney Carlos Guerrero Gonzalez, on behalf of and in representation of the foreign Companies named “TENNECO PACKAGING INTERNATIONAL HOLDINGS INC.” and “TENNECO PACKAGING INC.”, incorporate a JOINT-STOCK COMPANY WITH VARIABLE

CAPITAL, according to provisions set forth in the General Companies Law, which shall be ruled by the following

BYLAWS

NAME, PURPOSE, DOMICILE, NATIONALITY AND TERM.

FIRST ARTICLE. NAME. The Company’s name is “TENNECO PACKAGING DE MEXICO” and it will always go followed by the words “SOCIEDAD ANONIMA DE CAPITAL VARIABLE”, or its abbreviation, “S.A. de C.V.”.

SECOND ARTICLE. PURPOSE. The Company shall always follow the provisions and the public interest and order laws and its purpose is:

1. To manufacture, store, sell and distribute packaging products made of corrugated sheet, cardboard packaging products, plastic packaging products, construction and tableware products; aluminum sheet packaging products; molded fiber packaging products and packaging protective products made of plastic or paper.

II. To act as agent or representative of any individual or Company committed in any way with any commercial or industrial activity permitted by the United Mexican States Laws.

III. To get, acquire, use or dispose of all kinds of patents, invention certificates, brands, trade names or copyrights deriving from them whether in the United Mexican States or abroad.

IV. To establish, own, lease, operate and in general acquire any factories, workshops, warehouses, offices, stores, dealers, plants or any other personal property or real estate properties of any nature required for performing their activities, as well as to acquire any kinds of business and industrial companies, acquire their assets or shares of stock

V. To receive from another Mexican or foreign Company and to offer to such companies in which it has an interest or to any other companies, counseling and technical consulting services in the industrial, administrative, accounting, mercantile and financial areas.

VI. To render all kinds of technical, administrative or supervision services to industrial or commercial companies, whether Mexican or foreign of any nature and to receive such services from any individual or Company.

VII. To get all kinds of loans and credits, including the ones that have no specific security, as well as to grant loans, including, but not limited to, loans to civil or mercantile Companies with which the Company has any business relationship.

VIII. Grant all kinds of guarantees and endorse them for credit instruments or obligations acquired by companies in which the partnership has an interest or ownership interest, as well as credit instruments or obligations acquired by other companies or persons with

whom the partnership has a business relationship.

IX. To subscribe and grant all kinds of credit instruments, accept them and endorse them, including obligations with or without real securities.

X. To acquire properties or lease all kinds of personal property or real estate properties, as well as the real rights in rem thereon, which are necessary or convenient to carry out the corporate purpose or for the activities of the civil or mercantile Companies in which the Company has an interest or participation.

XI. In general, to carry out and enter into all kinds of related acts, contracts, and transactions that may be necessary or convenient to carry out any of the aforementioned activities.

THIRD ARTICLE. The Company’s domicile shall be the City of Guadalajara, State of Jalisco; nevertheless, it may establish agencies or branch offices in any part of the Mexican Republic or abroad and are subject to conventional domiciles, without this implying any change in the corporate domicile.

FOURTH ARTICLE. The Company is of Mexican nationality. Any foreigner that in the act of organizing the Company or at any future time acquires an interest or ownership interest in the Company, by such simple fact, shall be deemed to be a Mexican regarding the one and the other, and it shall be understood that he agrees not to invoke the protection of its government, under penalty of, otherwise, losing said interest or participation in favor of the Mexican nation.

FIFTH ARTICLE. The Company’s term shall be 99 years, commencing on the date this incorporation agreement deed is signed.

CAPITAL STOCK AND SHARES OF STOCK

SIXTH ARTICLE. The capital stock is variable. The minimum fixed capital not entitled to withdrawal is $50,000.00, represented by 50,000 common shares of stock, registered, Series “A”, with par value of $1.00 (ONE PESO) each, fully subscribed and paid. The variable part of the capital will have no limit and shall be represented by common stock, registered, Series “B”, which will have the features determined by the Shareholders Meeting approving their issuance.

All the common stock will grant equal rights and obligations to their holders. The certificates or instruments covering the shares shall include all the requirements set out by Article 125 of the General Companies Law; they may cover one or more shares of stock and shall be signed by two members of the Board of Management or the Sole Manager in its case.

The Company will keep a Book of Records of Shareholders. All the operations related to the subscription, acquisition or transfer of shares shall be recorded therein, specifying the names, domiciles and nationality of all the shareholders who convey their shares, as well as those to whom they are transferred.

SEVENTH ARTICLE. Any capital increase or reduction that corresponds to the Company’s minimum fixed capital shall be decreed by the Extraordinary Shareholders Meeting, subject to provisions set forth in the General Companies Law.

Increments or reductions in the variable part of the capital stock may be decreed by the Ordinary Shareholders Meeting.

In case of capital increase, the shareholders shall be entitled to the first refusal right to subscribe said increments proportionally to the number of shares they own at the time, under the terms of Article 132 of the General Companies Law.

Said preemption right must be exercised within a term of 15 business days, following the date in which the agreement reached by the Shareholders Meeting resolving on such increase was published in an official newspaper in the Company’s domicile.

Nevertheless, if at the Meeting the whole of the shares integrating the capital stock were represented, such term of 15 days will commence on the date the Meeting was held and the shareholders shall be deemed to have been notified of the agreement at such time, and therefore, its publishing will not be necessary.

In case any shareholder fails to exercise his right to first refusal as stated above, the other shareholders shall be entitled to subscribe the shares in question. This provision is also applicable in case of any transfer of shares.

EIGHTH ARTICLE. Any transfer or sale of shares will require the prior approval of the Ordinary Shareholders Meeting (if the Company’s management is in charge of one Sole Manager) or the Board of Management, as applicable, except if said transfer or sale of shares is carried out among the Company’s shareholders or by a shareholder to his parent company, or to any subsidiary or affiliate of said shareholder, or to the merging company, in case of a merger.

In case of sale or transfer of shares to persons other than the ones provided in the paragraph above, the shareholders who are interested in selling or transferring their shares, shall notify their decision in writing to the Shareholders Meeting or the Board of Management, as applicable. The Shareholders Meeting or the Board of Management, as the case may be, shall provide notice to the other Company’s shareholders of the sale or transfer of shares proposal, within fifteen calendar days following, specifying the sale price and conditions and the other shareholders shall be entitled to acquire or appoint a purchaser of the shares at the price specified, or at the market value of said shares of stock if the proposed transfer is not a sale, the value of which shall be determined by independent appraisal appointed by the selling shareholder and approved by the Board of Management. This right shall be exercised by written notice given to the Shareholders Meeting or the Board of Management, as applicable, 7 calendar days following the date in which notice of the proposal to sell or transfer the shares was provided, and by payment to the Company of the sale price within the following 15 calendar days, for it to be delivered to the selling shareholder or shareholders.

If the shares offered are not acquired by one or some of the other shareholders, or by a person or persons appointed by them, the Shareholders Meeting or the Board of Management, as applicable, shall authorize the sale or transfer of shares to a third person under the terms and conditions of the proposed transfer.

COMPANY MANAGEMENT.

NINTH ARTICLE. The Company’s management shall be, in charge of a Sole Manager or a Board of Management integrated by at least two members, as determined by the Ordinary Shareholders Meeting, and, if the Meeting deems it to be necessary, by substitute members appointed by the Shareholders Meeting.

If the Ordinary Shareholders Meeting resolves that the Company’s management shall be in charge of a Board of Management, any shareholder or group of shareholders holding at least twenty-five per cent of the capital stock shall be entitled to appoint a Director of the Board and his corresponding substitute. The Sole Manager or the members of the Board of Management and their corresponding substitutes, as applicable, may be or not be shareholders; they will hold office until the persons appointed to substitute them take possession of their charges; they may be reelected and receive the remunerations determined by the Ordinary Shareholders Meeting.

TENTH ARTICLE. The Sole Manager or the members of the Board of Management, as the case may be, shall be appointed by the Shareholders Meeting. The Secretary needs not being a member of the Board.

ELEVENTH ARTICLE. The Sole Manager or the Board of Management, as applicable, shall have the legal representation of the Company, with the following authority and obligations:

a) To exercise the power of attorney of the Company for lawsuits and collections, which is granted with all the general and special authority requiring a special clause according to the Law; and therefore, it is granted with no limitation whatsoever, pursuant to provisions set forth in the first paragraph of Article 2,554 and Article 2,587 of the Civil Code for the Federal District and their related articles in the Civil Codes of the States of the Mexican Republic, being thus authorized to act in trials opposing actions or exceptions, as well as to withdraw, even from Amparo suits; to criminally complain and withdraw from the complaints filed; to become a party assisting the Public Prosecutor and to grant pardon if applicable pursuant to Law; to settle; to submit in arbitrations; to prepare and reply to interrogatories; to challenge judges, to receive payments and execute any other acts expressly determined by law, among which the one of representing the Company before criminal, civil and administrative authorities and courts is included, as well as before labor authorities and courts.

b) To exercise the Company’s power of attorney for managing goods, according to provisions set forth in the second paragraph of Article 2,554 of the Civil Code for the Federal District and the relative provisions of the Civil Codes in the other States of the Republic.

c) To exercise the Company’s power of attorney for acts of management as to labor matters for the purposes of Articles 692, 786, 876 as well as 870 and other applicable articles of the Federal Labor Law in force in the United Mexican States, to appear with labor authorities and courts in any labor matter to which the Company is a party or third party, both at the initial hearing and at any subsequent stage to answer interrogatories.

d) To exercise the Company’s power of attorney for acts of ownership, according to provisions set out in the third paragraph of Article 2,554 of the Civil Code for the Federal District and its related precepts in the Civil Codes of the other States of the Mexican Republic.

e) To exercise the Company’s power of attorney for issuing and subscribing credit instruments, under the terms of the ninth Article of the General Law on Negotiable Instruments and Credit Operations;

f) To exercise the Company’s power of attorney for opening bank accounts on behalf of the Company, draw against them and appoint the individuals who may draw against such bank accounts;

g) To exercise the Company’s power of attorney for hiring and removing the Company’s officials and employees and to determine their authority, work conditions and remunerations;

h) To exercise the Company’s power of attorney to prepare the interior labor regulations;

i) To exercise the Company’s power of attorney to authorize any transfer of the Company’s shares of stock;

j) To exercise the Company’s power of attorney to carry out all the acts authorized by these bylaws or acts that are consequence thereof;

k) To exercise the Company’s power of attorney for calling a shareholders’ meeting and to execute their resolutions; and

l) To exercise the Company’s power of attorney for granting general or special powers of attorney under the terms of this article, with or without substitution authority, as well as to revoke the powers so granted.

TWELFTH ARTICLE. If the Company’s management is in charge of a Board of Management, the calls to the Board of Management Meetings shall be in writing by the Chairman, the Secretary or any other member of the Board, and shall be provided to the other Members of the Board at least fifteen calendar days in advance of the date set for holding the Meeting. The calls will specify all the matters to be submitted to the Board, and this body is hereby authorized to consider or resolve on the matters that are not specified in the call to the meeting. The members not residing in Mexico shall be entitled to receive notice of the calls to the meetings, wither by telex, telegram or fax. A call to the meeting will not be necessary if all the Members of the Board were present in the Meeting.

THIRTEENTH ARTICLE. If applicable, the Board of Management will gather together regularly once a year and at any other time in which it is duly called. The Board of Management meetings shall be held at the corporate domicile or at any other place in the Mexican Republic or abroad. If the Chairman fails to attend the Meeting, it shall be presided over by the Member who is appointed by the Board by a majority of votes. If the Secretary fails to attend the Meeting, the person appointed by the Board by majority of votes shall be the one to act as such. The minutes of each Session of the Board shall be recorded in a book especially used to such purpose and shall be signed by those who acted as Chairman and Secretary of the Meeting. The documents evidencing the resolutions adopted by the Board of Management with the unanimous consent of the members of said Board, confirmed in writing under the terms of the Article below.

FOURTEENTH ARTICLE. For the Board of Management Meetings and their resolutions to be valid, the attendance of the majority of their members is a requirement.

Notwithstanding the provisions above, the Board of Management resolutions may be adopted without the need for holding a Session of the Board of Management, provided such resolutions are adopted by unanimous consent of its members, no other call or formality shall be required than the meeting itself by the whole of the members of the Board in a document demonstrating the adoption of the important resolutions.

FIFTEENTH ARTICLE. The Board of Management will adopt its resolutions by majority of votes of the members attending.

COMPANY’S SURVEILLANCE

SIXTEENTH ARTICLE. The Company’s surveillance shall be in charge of one or more Statutory Auditors, as determined by the Ordinary Shareholders Meeting. The Statutory Auditors may have substitutes appointed by the Assembly. The Statutory Auditors may be or not be shareholders; they may be reelected and hold office until the persons appointed to substitute them take possession thereof.

Any shareholder of group of shareholders representing at least twenty-five per cent of the capital stock shall be entitled to designate a Statutory Auditor and the substitute thereof.

SEVENTEENTH ARTICLE. The Statutory Auditors will have the authority and duties listed in Articles one hundred sixty-six and one hundred seventy-nine of the General Companies Law.

SHAREHOLDERS’ MEETINGS

EIGHTEENTH ARTICLE. The Shareholders’ Meetings shall be Extraordinary or Ordinary and all of them shall be held at the corporate domicile. The ones called to address any of the matters included in Article 182 of the General Companies’ Law shall be Extraordinary. All the others shall be Ordinary.

NINETEENTH ARTICLE. The calls to the Shareholders Meetings shall be made by the Sole Manager, the Board of Management or the Statutory Auditors. Nevertheless, the

shareholders representing at least thirty-three per cent of the capital stock may request in writing, at any time, that the Sole Manger, the Board of Management or the Statutory Auditors calling to a Shareholders Meeting to discuss the issues specified in their request. Any shareholder who is the owner of a share of stock will have the same right in any of the cases referred to in Article 185 of the General Companies’ Law. If the Sole Manger, the Board of Management or the Statutory Auditors, as applicable, fail to call to the meeting within 15 calendar days following the date of the request, a Civil or District Judge of the Company’s domicile shall make the call on request of any of the interested parties, who must exhibit their shares of stock to such purpose.

TWENTIETH ARTICLE. The calls to the Meetings must be published in the official newspaper of the Company’s domicile or in one of the newspapers of larger circulation in said domicile at least fifteen calendar days in advance of the date set for the Meeting. The calls shall specify the place, date and time of the Meeting and will include the Agenda and be signed by the person or persons making them. The shareholders living abroad shall be entitled to receive notice of the calls by communication sent by telex, telegram or fax, with the same advance as specified above.

TWENTY-FIRST ARTICLE. The Meetings may be held without prior call, if the capital stock is fully represented at the time of voting.

TWENTY-SECOND. The shareholders appearing registered in the Book of Record of Shareholders as owners of one or more shares of stock of the Company shall be admitted to the Shareholders’ Meetings, or in default thereof, those who credit their capacity of shareholders by any other legal means.

TWENTY-THIRD ARTICLE. Shareholders may be represented at the Meetings by the person or persons they appoint through power of attorney signed before two witnesses, or by any other form of a power of attorney granted pursuant to the law. The Sole Manager, the members of the Board of Management and the Statutory Auditors may not represent the shareholders at the Meetings.

TWENTY-FOURTH ARTICLE. The Meeting minutes shall be recorded in a book especially used to such effects and they shall be signed by those who acted as Chairman and Secretary of the Meeting, as well as by the Statutory Auditors who attended and the shareholders or shareholder representatives who wish to do so. The documents where the resolutions adopted by the shareholders under the terms of the Twenty-Seventh Article of these corporate bylaws shall be added to the aforementioned book.

TWENTY-FIFTH ARTICLE. The Meetings shall be presided over by the Sole Manager or by the Chairman of the Board of Management, as the case may be. If the Sole manager or the Chairman of the Board of Management is absent, then the Meetings shall be presided over by the person appointed by majority of votes of the shares of stock represented at the Meeting. The Secretary of the Board of Management will act as Secretary in the Shareholders’ Meetings, but if he were absent then this function shall be performed by the person appointed by a majority of votes from the shares of stock represented at the Meeting.

TWENTY-SIXTH ARTICLE. The Ordinary Meetings shall be held at least once a year, within the four months following the close of the fiscal year. In addition to the matters specified in the Agenda, they shall:

a) Discuss, approve or amend the Sole Manager’s report or the one of the managers referred to in article one hundred seventy-two of the General Companies’ Law, taking into account the report of the Statutory Auditors; and

b) Appoint the Sole Manager or the members of the Board of Management and the Statutory Auditors and determine their remunerations.

TWENTY-SEVENTH ARTICLE. The resolutions to be adopted by the Ordinary or Extraordinary Shareholders’ Meetings may be adopted without holding a Shareholders’ Meeting, provided said resolutions are adopted by the unanimous consent of the shareholders entitled to vote if the corresponding Shareholders’ Meeting was held and if said consent is confirmed in writing. The resolutions so adopted will have the same effects and legal consequences as the resolutions adopted in the Ordinary or Extraordinary Shareholders’ Meetings. When the resolutions of the Shareholders’ Meetings are adopted by unanimous consent of the members confirmed in writing, it shall be necessary that said unanimous consent is evidenced in a document subscribed by the whole of the shareholders entitled to vote, there being no need for a prior call to a meeting or compliance with any additional formalities of any kind. The documents whereby the resolutions adopted by unanimous consent of the shareholders confirmed in writing, shall be attached to the Book of Minutes to which the Twenty-fourth Article herein refers.

VALIDITY OF THE SHAREHOLDER MEETINGS

TWENTY-EIGHTH ARTICLE. Every share of stock shall be entitled to one vote in the Shareholders’ Meetings. To be valid, the Ordinary Shareholders’’ Meetings held by virtue of a first call must gather, at least, fifty per cent of the shares representing the capital stock and their resolutions shall be valid they are adopted by the favorable vote of the majority of shares attending the Meeting. The Ordinary Shareholders’ Meetings held in second or further calls shall be valid whichever the number of shares attending or represented and their resolutions shall be valid if adopted by a majority of votes.

TWENTY-NINTH ARTICLE. To be valid, the Extraordinary Shareholder Meetings held by virtue of a first call must gather, at least, seventy-five per cent of the shares representing the capital stock and their resolutions shall be valid when they are adopted by the favorable vote of the shares representing at least fifty per cent of the capital stock.

FINANCIAL INFORMATION

THIRTIETH ARTICLE. Within three months following the close of every fiscal year, a report shall be prepared containing all the financial information required pursuant to Article one hundred seventy-two of the General Companies’ Law.

THIRTY-FIRST ARTICLE. The preparation of the report containing the financial information shall be in charge of the Sole Manager or Board of Management, as applicable. The

financial information, together with the base documents, shall be provided to the Statutory Auditors at least one month in advance of the date set for the Annual Ordinary Shareholders’ Meeting.

THIRTY-SECOND ARTICLE. Within fifteen days following the date in which the financial information and its attachments has been submitted to them, the Statutory Auditors will formulate a report including their comments and recommendations. All these documents shall be kept by the Sole Manager or the Board of Management for fifteen days prior to the date set out for carrying out the Annual Ordinary Shareholders’ Meeting, for them to be available for examination by the shareholders at the Company’s offices.

PROFITS AND LOSSES

THIRTY-THIRD ARTICLE. Net profits per fiscal year shall be distributed as follows:

a) Five percent shall be used to integrate, and if necessary, reintegrate the legal reserve fund, until it is equal to, at least, twenty per cent of the capital stock;

b) If the Assembly so determines, it shall create or increase the capital reserves that are deemed appropriate; and

c) The remaining profits, if any, shall be applied as determined by the Ordinary Shareholders’ Meeting.

THIRTY-FOURTH ARTICLE. Losses, if any, shall be first absorbed by the capital reserves and in lack thereof, by the capital stock.

DISSOLUTION AND LIQUIDATION

THIRTY-FIFTH ARTICLE. The Company shall be dissolved in any of the cases specified in article two hundred twenty-nine of the General Companies’ Law.

THIRTY-SIXTH ARTICLE. Once the Company has been dissolved it go into liquidation. Liquidation shall be in charge of one or more liquidators appointed by the Extraordinary Shareholders Meeting. If the Meeting fails to make such appointment, a Civil or District Judge of the Company’s domicile will do so upon request of any shareholder.

THIRTY-SEVENTH ARTICLE. In lack of express instructions given on the contrary by the Meeting to the liquidators, the liquidation shall be performed according to the following general bases:

a) Conclusion of pending businesses, in the least harmful way for creditors and shareholders;

b) Collection of credits and payment of obligations;

c) Sale of company assets;

d) Preparation of the final liquidation balance, which shall be subject to the discussion and approval of shareholders.

e) Allotment of the remainder, if any, among the shareholders, proportionally to their shares of stock; and

f) Deposit of the final balance approved, with the Public Registry of Commerce, getting from it the cancellation of the Corporate Contract inscription, once the liquidation has been completed.

THIRTY-EIGHTH ARTICLE. APPLICABLE LAW. For anything not expressly provided by this deed, the provisions in the General Companies Law will apply.

Now, therefore, the persons appearing grant the following:

TRANSITIONAL CLAUSES

FIRST. The founding partners, as such, reserve no participation whatsoever.

SECOND. Capital stock is variable. Minimum fixed capital not entitled to withdrawal amounts $50,000.00 PESOS, represented by 50,000 ordinary common registered stock of Series “A” with par value of $1.00 PESO each, fully subscribed and paid-in, distributed as follows:


SHAREHOLDER	NUMBER OF SHARES	CONTRIBUTION
“Tenneco Packaging International Holdings Inc.	49,999	$49,999 Mexican pesos
“Tenneco Packaging Inc.”	1	$1.00 Mexican peso
TOTAL	50,000	$50,000 Mexican pesos

THIRD. The company’s shareholders, represented as has been established, hereby agree:

a) That the company is to be managed by a Board of Management to be integrated as follows:

CHAIRMAN. Mr. Paul J. Griswold

SECRETARY. William J. Sweeney

Who, to perform their charges will enjoy as a whole all the powers and authority referred to by Article Eleventh of the corporate bylaws, which is hereby deemed to have been reproduced herein as if literally inserted,

b) Mr. Emilio Gutierrez Borbolla is hereby appointed as Statutory Auditor of the company and Mr. Marcelino Menendez Jimenez, as Substitute Statutory Auditor.

c) The person appearing acknowledges receipt of the corresponding contributions made by the shareholders, as established in the second transitory clause.

d) Except for the first fiscal year, which shall be irregular and shall commence on the date this deed is signed, and end on December thirty-first, nineteen ninety-seven, the fiscal years shall being on January first and end on December thirty-one every year.

e) Mr. James Aune Rhoades is hereby appointed as Attorney in Fact of the Company, and he is granted, to be exercised within his authority, the following general powers of attorney with the limitation specified further below:

I. Exercise the Company’s power of attorney for lawsuits and collections, which is granted with all the general and special authority requiring a special clause according to the Law, and therefore it is hereby granted with no limitation whatsoever, pursuant to provisions set out in the first paragraph of Article two thousand five hundred fifty-four and Article two thousand five hundred eighty-seven of the Civil Code for the Federal District, thus being authorized to act in trial opposing actions or exceptions, as well as to withdraw, even from Amparo suits; to criminally complain and withdraw from the complaints filed; to become a party assisting the Public Prosecutor and to grant pardon if applicable pursuant to Law; to settle, which will not imply power of attorney for acts of ownership; to submit in arbitrations; to prepare and reply to interrogatories; to challenge judges, to receive payments and execute any other acts expressly determined by law, among which the one of representing the Company before criminal, civil and administrative authorities and courts is included, as well as before labor authorities and courts.

II. To exercise the Company’s power of attorney for managing goods, according to provisions set forth in the second paragraph of Article 2,554 of the Civil Code for the Federal District and the relative provisions of the Civil Codes in the other States of the Republic.

III. To exercise the Company’s power of attorney for acts of management as to labor matters for the purposes of Articles 692, 786, 876 as well as 870 and other applicable articles of the Federal Labor Law in force in the United Mexican States, to appear with labor authorities and courts in any labor matter to which the Company is a party or a third party, both at the initial hearing and at any subsequent stage to answer interrogatories.

IV. To exercise the Company’s power of attorney for issuing and subscribing credit instruments, under the terms of the Ninth Article of the General Law on Negotiable Instruments and Credit Operations;

V. To exercise the Company’s power of attorney for opening bank accounts on behalf of the Company, draw against them and appoint the individuals who may draw against such bank accounts;

VI. To exercise the Company’s power of attorney for hiring and removing the Company’s officials and employees and to determine their authority, work conditions and remunerations;

VII. To exercise the Company’s power of attorney to prepare the interior labor regulations;

VIII. To exercise the Company’s power of attorney to grant general or special powers of attorney;

LIMITATION. The powers and authority granted in items two and four Roman numbers, shall only be exercised by the Attorney in Fact, regarding the acts and businesses for an equivalent amount of fifty thousand dollars, legal currency in the United States of America.

f) Likewise, they are hereby appointed as special Proxies, the following: Carlos Guerrero Gonzalez, Emilio Gutierrez Borballa and Marcelino Menendez Jimenez, for them to jointly or severally appear before the Department of the Treasury and Public Credit and carry out as many acts and procedures which are necessary for procuring and getting the Company’s Federal Taxpayers’ Registration card.

g) Likewise, the person appearing declares that he shall be in charge of the registration of the first testimony of this deed at the Public Registry of Property, Trade Section Guadalajara, State of Jalisco, and therefore he exempts it from any liability regarding the undersigned Notary.

I, THE NOTARY, CERTIFY:

I. That what has been inserted and listed fully agrees with the documents I had at my sight.

II. That Mr. Attorney Carlos Guerrero Gonzalez evidences the representation he bears in his capacity of Attorney in Fact, as well as the legal incorporation of the foreign companies named “Tenneco Packaging International Holdings Inc.” and “Tenneco Packaging Inc.”, with the documents listed at the first and second recitals of this deed, which have been notarized and added to the appendix hereof under letters “A” and “B”.

Likewise, he represents that his principals have full legal capacity to enter into this act and that the powers granted to him, have not been revoked or amended or otherwise limited and that they are in effect as of this date.

III. That in my opinion the person appearing has legal capacity for entering into this act, who as his general information, he declared to be:

CARLOS GUERRERO GONZALEZ, of Mexican nationality, native of Mexico, Federal District, where he was born on July first, nineteen seventy-nine, single, attorney at law, with domicile at Calle de Campos Eliseos 345, third floor, “Edificio Omega”, Colonia Chapultepec Polanco, Miguel Hidalgo Delegation, Federal District, who identifies himself with voting card with folio number 090084222, issued by the Federal Electoral Institute, Federal Elector Registry.

IV. That I advised the person appearing that he must provide evidence within one month following the date of signature of this deed, of having filed the application for inscription of the company with the Federal Taxpayers’ Registry and that in case of not providing such evidence to me, I will proceed to provide the corresponding notice to the competent tax authorities.

V. That I advised the person appearing that he shall provide evidence, within ten business days following the date of signature of this deed, of having filed the application to register the company at the National Foreign Investment Registry, under the terms of provisions set out in article thirty-four of the Foreign Investment Law and in case of not exhibiting such application, I shall proceed to provide the corresponding notice.

VI. That I advised the person appearing of the penalties incurred by those who falsely declare before a notary.

VII. That having read and explained this deed to the person appearing and in accordance with its content, scope and legal consequences, it is signed on November five, nineteen ninety-seven, and that I hereby definitely authorize this deed for all the legal requirements have be satisfied. Faith given.

CARLOS GUERRERO GONZALEZ. SIGNATURE.

M. MARTINEZ RIVERA. SIGNATURE. AUTHORIZING SEAL.

ADDITIONAL NOTES.

FIRST NOTE. On this date I filed with the MINISTRY OF FOREIGN AFFAIRS, the REPORT referenced in the provisions of Articles 31 and 32 of the Regulations of the Law to Promote Mexican Investment and Regulate Foreign Investment, Mexico, Federal District, November 7, 1997. Faith given.