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Equity Incentive Plan

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Title:

Equity Incentive Plan

Entities:

Graphic Packaging International Corp.

Date:

2002

Size:

Preview shows 4KB of 16KB total

Price:

$37

ID:

#367410

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FIRST AMENDMENT TO THE

AMENDED AND RESTATED

GRAPHIC PACKAGING

EQUITY INCENTIVE PLAN

(AMENDED AND RESTATED EFFECTIVE MAY 15, 2001)

THIS FIRST AMENDMENT IS EFFECTIVE ON MAY 1, 2002

FIRST AMENDMENT TO THE

AMENDED AND RESTATED

GRAPHIC PACKAGING

EQUITY INCENTIVE PLAN

1. Recitals. Pursuant to the authority granted in Section 16 of the Graphic Packaging International Corporation Equity Incentive Plan (the Plan), Graphic Packaging International Corporation (the Company) wishes to amend the Plan to clarify certain terms of the Plan.

2. Amendment of Plan. The following amendment to the Plan is adopted effective as provided in Paragraph 3 below:

A. Section 1.1 of the Plan is hereby amended in its entirety to read as follows:

1.1 Introduction. Graphic Packaging International Corporation, a Colorado corporation hereinafter referred to, together with its Affiliated Corporations (as defined in subsection 2.1(a)), as the Company except where the context otherwise requires, previously established the Graphic Packaging Equity Incentive Plan (the Plan) for certain employees of the Company. The Plan, which permits the grant of stock options, restricted stock and phantom stock unit Awards to certain employees of the Company, was effective August 12, 1992 and was previously amended and restated effective November 11, 1992, October 20, 1994, February 14, 1995, November 14, 1995, and May 13, 1997. Pursuant to the power granted in Section 16, the Company hereby further amends and restates the Plan in its entirety, effective May 15, 2001

B. Section 2.1(e) of the Plan is hereby amended in its entirety to read as follows:

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