EX-24.3_300253 2 attachment1.htm EX-24 DOCUMENT
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
each of Richard B. West, Stephen T. Calhoun and Kent A. Pflederer, signing
singly, the undersigned's true and lawful attorney-in-fact to: (i) execute for
and on behalf of the undersigned, in the undersigned's capacity as an officer or
director of Packaging Corporation of America, a Delaware corporation (the
"Company"), statements of beneficial ownership on Forms 3, 4 and 5 under Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the rules thereunder; (ii) do and perform any and all acts for and on behalf
of the undersigned which may be necessary or desirable to complete and execute
any such Form 3, 4 and 5 and timely file such form with the United States
Securities and Exchange Commission (the "SEC") and any stock exchange or similar
authority; (iii) complete, and submit to the SEC on behalf of the undersigned, a
Form ID and take such other actions and execute and deliver such other documents
as such attorney-in-fact determines to be necessary or appropriate in order to
enable the undersigned to make electronic filings with the SEC;  and (iv) take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.  The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney revokes all prior powers of
attorney delivered by the undersigned relating to the subject matter hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 15th day of September 2009.
/s/ Thomas W.H. Walton