EXHIBIT 10.1 AMENDMENT TO SEVERANCE AND CHANGE OF CONTROL AGREEMENT This Amendment to the Severance Agreement (this "Amendment"), effective as of October 1, is entered into by and between Packaging Dynamics Corporation (the "Company") and Frank V....

                                                                 EXHIBIT 10.1


            AMENDMENT TO SEVERANCE AND CHANGE OF CONTROL AGREEMENT

            This Amendment to the Severance Agreement (this "Amendment"),
effective as of October 1, is entered into by and between Packaging Dynamics
Corporation (the "Company") and Xxxxx X. Xxxxxxx (the "Executive").

            WHEREAS, the Company and the Executive are parties to that certain
Severance and Change of Control Agreement, dated as of January 23, 2003 (the
"Severance Agreement");

            WHEREAS, the board of directors of the Company has appointed the
Executive as Chief Executive Officer of the Company, effective as of September
14, 2004 (the "Appointment"), and the Executive has consented to the
Appointment; and

            WHEREAS, the Company and the Executive wish to amend the Severance
Agreement in connection with the Appointment.

            NOW, THEREFORE, in consideration of the foregoing premises and for
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:

1.       Amendments to the Severance Agreement.

         (a)   The first sentence of Section 1 is hereby amended by deleting
               the words "Chairman of the Company" and replacing them with the
               words "Chairman and Chief Executive Officer of the Company."

         (b)   Section 2(b)(ii)(B) is hereby amended by deleting the words
               "two (2 times" and replacing them with the words "three (3)
               times."

2.       Governing Law. This Amendment shall be governed, construed,
         interpreted, and enforced in accordance with the substantive laws of
         the State of Illinois.

3.       Counterparts; Effectiveness. This Amendment may be signed in any
         number of counterparts, each of which shall be an original, with the
         same effect as if the signatures thereto and hereto were upon the
         same instrument. This Amendment shall be effective as of September
         14, 2004 when each party hereto shall have received a counterpart
         hereof signed by the other party hereto.






            IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of this 1st day of October, 2004.



                                            PACKAGING DYNAMICS CORPORATION



                                            By: /s/ Xxxxxxx X. Xxxxxxxxx
                                                --------------------------------
                                            Name:    Xxxxxxx X. Xxxxxxxxx
                                            Title:   Vice President and Chief
                                                     Financial Officer


                                            By: /s/ Xxxxx X. Xxxxxxx
                                                --------------------------------
                                                XXXXX X. XXXXXXX, individually