Exhibit 99.2



May 29, 2009

To:     All Directors and Executive Officers of Pactiv Corporation

From:   Michele Hallee, Manager, Retirement Plans

Re:     Notice of Blackout Period:  July 1, 2009 - July 7, 2009

This  notice is to inform  you that you will not be  permitted  to  directly  or
indirectly purchase,  sell or otherwise acquire or transfer shares of the common
stock of Pactiv Corporation, or any option or other derivative security granting
the right to purchase or sell shares of common stock of Pactiv Corporation, from
July 1, 2009, to July 7, 2009.

The reason for this  blackout is that we will be merging the Pactiv  Stock Match
Fund into the Pactiv Stock Fund under the Pactiv  401(k)  Plans.  To effect that
merger we need to  temporarily  freeze  transactions  in the Pactiv  Stock Match
Fund, and under SEC regulations  (adopted after Enron) if  participants  under a
401(k)  plan are  prohibited  from  trading  under that plan for more than three
business days, the directors and executive officers of the Company are similarly
prohibited.  We have scheduled  this merger to occur during the normal  blackout
period related to second quarter  earnings release (which blackout period begins
on July 1 and  ends one full  trading  day  after  we  announce  second  quarter
earnings,) so this blackout period should not impact you.

If you have any questions  concerning  this notice,  please  contact me at (847)
482-3026.