exv10w22






Exhibit 10.22

A-2


GRAPHIC PACKAGING

EXCESS BENEFIT PLAN

(As Amended and Restated Effective as of January 1, 2009)







 









 








GRAPHIC PACKAGING EXCESS BENEFIT PLAN

TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	Introduction

	 	 	 	 	1	 
	 
	 	 	 	 	 	 
	Article 1

	 	Definitions
	 	 	2	 
	 
	 	 	 	 	 	 
	Article 2

	 	Participation
	 	 	5	 
	2.01

	 	Participation Requirements
	 	 	5	 
	2.02

	 	Termination of Participation
	 	 	5	 
	 
	 	 	 	 	 	 
	Article 3

	 	Amount and Payment of Supplemental Benefit
	 	 	6	 
	3.01

	 	Amount of Benefit
	 	 	6	 
	3.02

	 	Commencement of Benefit
	 	 	6	 
	3.03

	 	Form of Payment
	 	 	7	 
	3.04

	 	Payment of Benefits Upon Death
	 	 	8	 
	3.05

	 	Payment of Benefits Upon Disability
	 	 	9	 
	3.06

	 	Restoration to Service
	 	 	9	 
	3.07

	 	Acceleration of or Delay in Payment
	 	 	10	 
	3.08

	 	Administrative Delay
	 	 	10	 
	3.09

	 	Special Provisions Applicable to
Participants Who Terminated Employment
Prior to January l, 2008
	 	 	10	 
	3.10

	 	Plan Provisions In Effect Prior to January 1, 2009
	 	 	10	 
	 
	 	 	 	 	 	 
	Article 4

	 	Administration of the Plan
	 	 	12	 
	4.01

	 	Designation of Plan Administrator
	 	 	12	 
	4.02

	 	Compliance
	 	 	12	 
	 
	 	 	 	 	 	 
	Article 5

	 	General Provisions
	 	 	13	 
	5.01

	 	Funding
	 	 	13	 
	5.02

	 	No Contract of Employment
	 	 	13	 
	5.03

	 	Withholding Taxes
	 	 	13	 
	5.04

	 	Nonalienation
	 	 	13	 
	5.05

	 	Facility of Payment
	 	 	13	 
	5.06

	 	Claims Procedure
	 	 	13	 
	5.07

	 	Construction
	 	 	14	 
	 
	 	 	 	 	 	 
	Article 6

	 	Amendment or Termination
	 	 	15	 
	6.01

	 	Right to Amend or Terminate
	 	 	15	 
	6.02

	 	Protection of Rights Under Plan
	 	 	15	 






 









 






Introduction



ACX Technologies, Inc. established this Plan effective December 28, 1992 to provide supplemental
retirement benefits to employees whose benefits under the Qualified Plan were limited by Code
Section 415. The Plan subsequently was amended and restated effective as of January 1, 2000.



Effective as of August 8, 2003 the Plan was amended to reflect the change in plan sponsorship from
Graphic Packaging International Corporation (formerly ACX Technologies, Inc.) to Graphic Packaging
International, Inc.



Effective as of March 10, 2008, Altivity Packaging LLC merged with Graphic Packaging Corporation
(the “Merger”) and in conjunction with the Merger and pursuant to a corporate realignment, Graphic
Packaging Holding Company became the sole corporate entity with the power to amend and terminate
the benefit plans maintained by Graphic Packaging Holding Company and any subsidiary thereof,
including this Plan.



The Plan is now being amended and restated to reflect the change in the corporate entity authorized
to amend and terminate the Plan as well as to comply with the applicable provisions of Section 409A
of the Internal Revenue Code effective as of January 1, 2009.



This Plan is intended to be a nonqualified, unfunded excess benefit plan under Title I of ERISA.
The Plan is not intended to meet the qualification requirements of Section 401 of the Internal
Revenue Code of 1986, as amended.





 









 







Article 1. Definitions





	1.01	 	“Affiliated Employer” means, any company which is a member of a controlled group of
corporations (as defined in Section 414(b) of the Code) which also includes the Employer and
any trade or business which is under common control (as defined in Section 414(c) of the
Code) with the Employer. For this purpose, “at least 50%” is used for “at least 80%” where it
appears in Section 1563(a), (b) and (c) of the Code and Treasury Regulation §1.4l4(c)-3.
	 
	1.02	 	“Beneficiary” means the person designated by the Participant to receive the benefits payable
under the terms of the Plan in the event of the Participant’s death. In the event there is no
effective designation of a Beneficiary in effect on the Participant’s death, (i) then any
payments due shall be made to the Participant’s spouse or, (ii) if no spouse survives, then to
the Participant’s estate. A Participant may, from time to time, revoke or change his
Beneficiary designation without the consent of any prior Beneficiary by filing a new
designation with the Plan Administrator. The last such designation received by the Plan
Administrator shall be controlling; provided, however, that no designation, or change or
revocation thereof, shall be effective unless received by the Plan Administrator prior to the
Participant’s death or the Participant’s Benefit Commencement Date, if earlier, and in no
event shall it be effective as of a date prior to such receipt.
	 
	1.03	 	“Benefit Commencement Date” means, unless the Plan expressly provides otherwise, the first
day of the first period for which an amount is due as an annuity or any other form, as
specified under the provisions of Section 3.02(a), determined without regard to Section
3.02(b), and Section 3.05.
	 
	1.04	 	“Board of Directors” means the Board of Directors of Graphic Packaging International, Inc.
prior to March 10, 2008, and on and after March 10, 2008, means the Board of Directors of
Graphic Packaging Holding Company.
	 
	1.05	 	“Code” means the Internal Revenue Code of 1986, as amended from time to time.
	 
	1.06	 	“Disabled” or “Disability” means:






	 	(a)	 	For purposes of Section 3.02, a medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than six months, where such impairment causes the
Participant to be unable to perform the duties of his position of employment or any
substantially similar position of employment, and
	 
	 	(b)	 	For purposes of Section 3.05, a medically determinable physical or mental
impairment that renders the Participant unable to engage in any substantial gainful
activity and that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months.






	 	 	The determination of Disability shall be made by the Plan Administrator under such




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	 	 	uniform rules as it shall prescribe and in accordance with Treasury Regulation §1.409A-1(h)(1)(i) and §1.409A-3(i)(4).
	 
	1.07	 	“Effective Date” means December 28, 1992. The effective date of this amended and restated
document is January 1, 2009.
	 
	1.08	 	“Employer” means Graphic Packaging International, Inc., and any successor by merger, purchase
or otherwise, with respect to its Employees; and any other company participating in the
Qualified Plan, as provided in Section 1.34 of the Qualified Plan (or any successor section
thereto).
	 
	1.09	 	“Equivalent Actuarial Value” means equivalent actuarial value determined using an interest
rate of 5 percent and the mortality table prescribed in IRS Revenue Ruling 2001- 62, except
that in determining the amount of a lump sum distribution under Section 3.07(b), equivalent
actuarial value shall be determined on the basis of the applicable mortality table specified
in Section 417(e)(3)(B) of the Code and the applicable interest rate specified in Section
417(e)(3)(C) of the Code for the second calendar month preceding the first day of the calendar
year during which the Benefit Commencement Date occurs.
	 
	1.10	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
	 
	1.11	 	“Participant” means any employee of RIC participating in the Plan in accordance with the
provisions of Section 2.01.
	 
	1.12	 	“Plan” means the Graphic Packaging Excess Benefit Plan.
	 
	1.13	 	“Plan Administrator” means an entity provided for in Section 4.01.
	 
	1.14	 	“Prior Plan” means the Graphic Packaging Excess Benefit Plan as restated effective January 1,
2000, including all amendments to such plan effective prior to the Effective Date of this
amended and restated Plan.
	 
	1.15	 	“Qualified Joint and Survivor Annuity” means an annuity which is of Equivalent Actuarial
Value to the ‘single life annuity form of benefit and which provides for a reduced benefit
payable to the Participant during his life and after his death providing that one-half of that
reduced benefit will continue to be paid during the life of the spouse to whom he was married at
his Benefit Commencement Date.
	 
	1.16	 	“Qualified Plan” means the Graphic Packaging Retirement Plan, or any successor plan, thereof.
	 
	1.17	 	“Specified Employee” means a Participant who, when he terminates employment with the
Employer and all Affiliated Employers, (i) met the requirements of Section 416(i)(1)(A)(i),
(ii) or (iii) of the Code, applied in accordance with the regulations thereunder and
disregarding Section 416(i)(5) of the Code, at any time during the 12-month period ending on
the identification date and (ii) terminated his employment ‘with the Employer and all
Affiliated Employers at any time during the 12-month period beginning on the April 1st next
following the identification date.




3









 












	 	 	For purposes of this Section, the definition of compensation under Treasury Regulation §1.415(c)-2(d)(4) shall be used when determining whether a Participant meets the
requirements of clause (i) above, applied without use of any of the special timing rules
provided in Treasury Regulation §1.415(c)-2(e) or any of the special rules in Treasury
Regulation §l.415(c)-2(g) and the identification date shall be the December 31st
immediately preceding the date the Participant terminates employment with the Employer and
all Affiliated Employers. A Participant who meets the requirements of clauses (i) and (ii)
of this Section shall be a Specified Employee regardless of whether the Participant meets
the requirements of clause (i) on the date he terminates his employment with the Employer
and all Affiliated Employers. The determination of whether a Participant is a Specified
Employee shall be made by the Plan Administrator in accordance with Section 409A of the
Code, the regulations promulgated thereunder, and other applicable guidance.
	 
	1.18	 	“Supplemental Benefit” means the annual benefit payment payable under Article 3 of this Plan.
	 
	1.19	 	“Supplemental Plan” means the Graphic Packaging Supplemental Retirement Plan.
	 
	1.20	 	“UPC SERP” means the Universal Packaging Corporation Supplemental Executive Retirement Plan.




4









 










Article 2. Participation





	2.01	 	Participation Requirements






	 	 	An employee who participates in the Qualified Plan under Section 3.1 of Appendix 1 of the
Qualified Plan (or any successor section thereto) and whose pension
or pension-related
benefits are limited by the provisions of Section 415 of the Code shall become a
Participant in the Plan. Former participants in the UPC SERP are eligible to participate in
the Plan provided they meet the applicable requirements of Section 2.1 of the Prior Plan.
In addition, an employee of the Employer who is not otherwise a Participant under the Plan,
but who satisfied the eligibility requirements set forth in Section 4 of Appendix 1 of the
Prior Plan shall be a Participant for purposes of Appendix 1 of the Prior Plan.






	2.02	 	Termination of Participation








	 	 	A Participant’s participation in the Plan shall terminate when all benefits payable to or
on behalf of the Participant under the Plan have been paid.







5









 










Article 3. Amount and Payment of Supplemental Benefit





	3.01 	Amount of Benefit







	 	The annual amount of Supplemental Benefit payable with respect to a Participant or the
Participant’s Beneficiary shall be equal to the excess of (a) over (b):







	 	(a) 	 	The benefit that would be payable to the Participant, or on his behalf to his
Beneficiary, under the Qualified Plan if the provisions of the Qualified Plan
(including any additional service as described in Section 4.1 of the Prior Plan) were
administered without regard to the limitations of Section 415 of the Code,





over





	 	(b)	 	The benefit which is payable to the Participant, or to the Participant’s
Beneficiary if the Participant is deceased, under the Qualified Plan. 






	 	 	The amount of the Participant’s Supplemental Benefit shall be determined under the above
formula as of his Benefit Commencement Date. For purposes of performing the above
calculation, the benefit payable under the Qualified Plan shall be deemed to commence upon
the Participant’s Benefit Commencement Date under this Plan.





3.02 Commencement of Benefit





	 	(a)	 	Subject to the provisions of Sections 3.05, 3.07 and 3.09, and paragraph (b)
below, payment of a Participant’s Supplemental Benefit shall commence on the first day
of the month immediately following the latest of: (i) the Participant’s termination of
employment with the Employer and all Affiliated Employers, (ii) the Participant’s
attainment of age 55, or (iii) December 31, 2008.
	 
	 	(b)	 	Notwithstanding anything in the Plan to the contrary, if a Specified Employee
terminates his employment with the Employer and all Affiliated Employers for reasons
other than death or Disability, any payments due during the first six months following
the Specified Employee’s termination of employment shall be withheld by the Plan until
the earlier of: (i) the first day of the seventh month following the Specified
Employee’s termination of employment with the Employer and all Affiliated Employers,
or (ii) his death. At that time, the withheld amounts shall be paid to the Specified
Employee or, in the event of his death, to his Beneficiary. The withheld amounts shall
be credited with interest during the period they are withheld at the rate of 5 percent
per annum, compounded annually.
	 
	 	(c)	 	A Participant shall not be treated as retiring or terminating his employment
(or other similar words) with the Employer if:






	 	(i)	 	the Participant is employed by an Affiliated Employer;




6









 






	 	(ii)	 	the Participant is on military leave, sick leave or other
bona fide leave of absence if the period of such leave does not exceed six
months or, if longer, so long as the Participant retains a right to
reemployment with the Employer or an Affiliated Employer under
an applicable statute or contract. If a Participant’s leave exceeds six
months and he does not retain a right to reemployment under an applicable
statute or contract, the Participant is deemed to have terminated his
employment with the Employer on the first day following the end of the
six-month period. Notwithstanding the foregoing, if the leave of absence
is due to a Disability, the Participant is deemed to have terminated his
employment with the Employer on the first day following the end of a
period of 29 consecutive months; or
	 
	 	(iii)	 	the Participant continues to provide service to the Employer
or an Affiliated Employer in a capacity other than as an employee if the
Participant is providing service at a level that is at least 50% of the
average level of services performed by the Participant during the immediately
preceding 36-month period.






	 	A Participant who continues to provide services to the Employer or an Affiliated Employer
shall nevertheless be treated as having terminated his employment with the Employer or an
Affiliated Employer if the Participant continues to provide service to the Employer or an
Affiliated Employer at a level that is 20% or less than the average level of services
performed by the Participant during the immediately preceding 36-month period.






	 	The Employer specifically reserves the right to determine whether a sale or other
disposition of substantial assets to an unrelated party constitutes a termination of
employment with respect to an employee providing services to the seller immediately prior
to the transaction and providing services to the buyer after the transaction. Such
determination shall be made in accordance with the requirements of Section 409A of the
Code.






	 	Whether a termination of employment has occurred shall be determined by the Plan
Administrator in accordance with Section 409A of the Code, the regulations promulgated
thereunder, and other applicable guidance, taking into account the provisions set forth
above.





3.03 Form of Payment





	 	(a)	 	Unless a Participant has made a valid election under paragraph (b) below of
an optional form of payment, the Supplemental Benefit payable to a Participant shall
be paid (i) in the form of a single life annuity for the life of the Participant if
the Participant is unmarried on his Benefit Commencement Date or (ii) in the form of a
Qualified Joint and Survivor Annuity if he is married on his Benefit Commencement
Date.
	 
	 	(b)	 	Subject to paragraph (c) below, a Participant may elect to convert the
benefit






7












 






	 	otherwise payable to him into an optional form of payment of Equivalent Actuarial Value, as
provided in one of the options named below, provided the optional form of payment satisfies the
definition of “life annuity” as provided in Treasury
Regulation § 1.409A-2(b)(2)(ii) and
any further guidance thereto:






	 	Option 1.	 	A benefit payable monthly for the Participant’s life with no benefit payable after his
death.
	 
	 	Option 2.	 	A modified benefit payable monthly during the Participant’s life, and after his death
payable monthly at 100% of the rate of his modified benefit to and during the life of the
Beneficiary named by him when he elected the option.
	 
	 	Option 3.	 	A modified benefit payable monthly during the Participant’s life, and after his death
payable monthly at 75% of the rate of his modified benefit to and during the life of the
Beneficiary named by him when he elected the option.
	 
	 	Option 4.	 	A modified benefit payable monthly during the Participant’s life, and after his death
payable monthly at 50% of the rate of his modified Benefit to and during the life of the
Beneficiary named by him when he elected the option.
	 
	 	Option 5.	 	A modified benefit payable monthly during the Participant’s life, and after his death
payable monthly at  25% of the rate of his modified Benefit to and during the life of the
Beneficiary named by him when he elected the option.
	 
	 	Option 6.	 	A modified benefit payable monthly during the
Participant’s life with a minimum number
of payments of 120 (the remainder of which shall be paid to the Participant’s Beneficiary if the
Participant dies before 120 payments have been made).






	 	(c)	 	Notwithstanding the foregoing, subject to the provisions of Section 409A of the Code, a
Participant’s election to receive his benefit in an optional form as described in paragraph (b)
above shall be effective as of the Participant’s Benefit Commencement Date, provided that the
Participant makes and submits to the Plan Administrator his election of such optional form prior to
his Benefit Commencement Date. A Participant who fails to elect an optional form of benefit payment
in a timely manner shall receive his benefit in accordance with paragraph (a) of this Section 3.03.






	3.04	 	Payment of Benefits Upon Death






	 	(a)	 	If a Participant dies after his Benefit Commencement Date, payments shall be continued to his
Beneficiary in accordance with the provisions of the form of payment in effect at the Participant’s
date of death.
	 
	 	(b)	 	If a Participant entitled to a benefit under the Plan dies either prior to his termination of
employment with the Employer or after be terminates his employment with the Employer but before his
Benefit Commencement Date, and the Participant is married on the date of his death, the
Participant’s spouse shall be entitled to receive a pre-retirement survivor benefit commencing on
the first




8









 












	 	 	 	day of the month following the later of the Participant’s date of death or the date the Participant
would have attained age 55. The annual amount of the pre-retirement survivor benefit shall be equal
to the excess, if any, of:






	 	(i)	 	The annual amount of the survivor benefit the spouse would be entitled to receive under the
terms of the Qualified Plan based on the Participant’s benefit calculated under Section 3.01(a) of
this Plan,





over





	 	(ii)	 	The annual benefit payable to the spouse from the Qualified
Plan as described in Section 3.01(b).






	 	 	 	
The amount of the surviving spouse’s benefit shall be determined under the above formula as of the
date payments commence to the spouse. The benefits payable under the Qualified Plan shall be deemed
to commence upon the date payments commence to the spouse. The benefit shall be divided by twelve
and paid in the form of a monthly benefit for the life of the spouse. Notwithstanding anything in
the Plan to the contrary, no benefits shall be paid from this Plan on behalf of a Participant on
the Participant’s death if the Participant dies before his Benefit
Commencement Date and the
Participant is not married on the date of his death.






	3.05	 	Payment of Benefits Upon Disability
	 
	 	 	In the event a Participant becomes Disabled prior to terminating employment with the Employer and
all Affiliated Employers and is eligible to accrue benefit service under the provisions of Section
4.05 of the Qualified Plan (or any successor section thereto) (assuming for this purpose the
Participant has completed all ministerial acts necessary to qualify under said Section 5.4),
payment of his Supplemental Benefit, determined under the provisions of Section 3.01, shall
commence on the first day of the month coincident with or next following the later of: (i) his
attainment of age 65, or (ii) the fifth anniversary of the date he became Disabled under the
provisions of Section 1.06(a). For purposes of this Section, the determination of whether the
Participant is Disabled under Section 1.06(b) shall be made within the 90 day period preceding the
end of the 29- month period referred to in Section 3.02(c).
	 
	3.06	 	Restoration to Service
	 
	 	 	If a Participant who retires from employment with the Employer or who otherwise terminates
employment with the Employer is restored to employment with the Employer, the Supplemental Benefit
to which he was entitled at his earlier retirement or termination of employment shall continue to
be paid (or shall commence in the event payment had not commenced as of his date of reemployment)
in accordance with the provisions of Section 3.03 without regard to his reemployment, The
Participant shall not be entitled to any additional benefits under the terms of this Plan on
account of his period of reemployment.




9









 












	3.07	 	Acceleration of or Delay in Payment
	 
	 	 	Notwithstanding anything in this Article 3 to the contrary:






	 	(a)	 	The Plan Administrator may, in its sole and absolute discretion, delay the time for payment of
a benefit owed to a Participant hereunder, to the extent permitted under Treasury Regulation §
1.409A-2(b)(7).
	 
	 	(b)	 	The Plan Administrator, in its sole and absolute discretion, may elect to accelerate the time
or form of payment of a benefit owed to the Participant or surviving spouse hereunder, provided
such acceleration is permitted under Treasury Regulation §
1.409A-3(j)(4).






	3.08	 	Administrative Delay
	 
	 	 	Payment of a Participant’s Supplemental Benefit shall be deemed to have commenced on a specified
date if the payment commences as soon as administratively practicable following such date, but no
later than the later of (i) the last day of the calendar year in which the specified date occurs
or (ii) the 15th day of the third calendar month following the month the specified date
occurs.
	 
	3.09	 	Special Provisions Applicable to Participants Who Terminated Employment Prior to January 1,
2008
	 
	 	 	Notwithstanding any provision of the Plan to the contrary, a Participant who had terminated
employment prior to January 1, 2008, including a Participant who had terminated employment prior to
January 1, 2008 and who was reemployed during 2008, and who had not commenced payment of his
Supplemental Benefit under the provisions of this Plan as of December 31, 2008, shall be entitled
to elect a Benefit Commencement Date, which date may be the first day of any calendar month on or
after the later of January 1, 2009 or the month in which he attains age 55, but in no event later
than the April 1 of the calendar year following the calendar year in which he would attain age
70-1/2. Such election must be made prior to January 1, 2009 and is irrevocable after December 31,
2008. In the event a Participant who is entitled to elect a Benefit Commencement Date under the
provisions of this Section 3.09 fails to do so by December 31, 2008, his Supplemental Benefit shall
commence on the first day of the calendar month coincident with or
next following his attainment of age 65. Notwithstanding the foregoing, in the event a Participant also participates in the
Graphic Packaging Supplemental Retirement Plan and/or the Graphic Packaging International, Inc.
Supplemental Plan for Participants in the Riverwood International Employees Retirement Plan, the
Participant shall only be entitled to select one Benefit Commencement Date, which Benefit
Commencement Date shall apply to his benefit payable under this Plan, the Graphic Packaging
Supplemental Retirement Plan, and the Graphic Packaging International, Inc. Supplemental Plan for
Participants in the Riverwood International Employees Retirement Plan.
	 
	3.10	 	Plan Provisions In Effect Prior to January 1, 2009
	 
	 	 	Prior to January 1, 2009, the timing and form of payment of a Participant’s Supplemental Benefit
under the provisions of this Plan were linked to the provisions of the Qualified
Plan as permitted under the transitional relief granted under the provisions of Section 409A until
December 31, 2008. The Plan has been administered in good faith




10









 












	 	 	compliance with Section 409A of the Code and the guidance issued thereunder from January 1, 2005
through December 31, 2008.




11









 











Article 4. Administration of the Plan





	4.01	 	Designation of Plan Administrator
	 
	 	 	The Board of Directors or its designee shall serve as Plan
Administrator. In addition to any
implied powers needed to carry out the provisions of the Plan, the Plan Administrator shall have
the following specific powers:






	 	(a)	 	To make and enforce such rules and regulations and procedures as it shall deem necessary or
proper for the efficient administration of the Plan and to design written forms or other documents
to implement such rules, regulations and procedures.
	 
	 	(b)	 	To interpret the Plan and to decide any and all matters arising hereunder, including the right
to remedy possible ambiguities, inconsistencies or omissions.
	 
	 	(c)	 	To determine the amount of benefits that shall be payable to a Participant or Beneficiary in
accordance with the provisions of the Plan.
	 
	 	(d)	 	To arrange for withholding and remittance of such withholding taxes as are required under the
Code.
	 
	 	(e)	 	To authorize one or more of its number or any agent to execute or deliver any instrument or
make any payment on its behalf; to retain counsel, employ agents and provide for such clerical,
accounting and consulting services as it may require in carrying out the provisions of the Plan;
and to allocate among or delegate to other persons all or such portion of its duties hereunder as
the Plan Administrator in its sole discretion shall decide.
	 
	 	(f)	 	To take any action necessary to execute the provisions of the Plan, and all such
authority shall be exercised in a manner consistent with the provisions of the Plan.






	 	 	All interpretations, determinations and decisions of the Plan Administrator in respect of any
matter hereunder shall be final, conclusive and binding upon the Participants and Beneficiaries and
all other persons claiming an interest under the Plan.
	 
	4.02	 	Compliance
	 
	 	 	The Plan is intended to comply with the requirements of Section 409A of the Code and the provisions
hereof shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code
and any regulations thereunder, and the Plan shall be operated accordingly. If any provision of the
Plan would otherwise frustrate or conflict with this intent, the provision will be interpreted and
deemed amended so as to avoid this conflict.




12









 











Article 5. General Provisions





	5.01	 	Funding
	 
	 	 	All amounts payable in accordance with the Plan shall constitute a general unsecured obligation of
the Employer. All such amounts, as well as any administrative costs relating to the Plan, shall be
paid out of the general assets of the Employer.
	 
	5.02	 	No Contract of Employment
	 
	 	 	The establishment of the Plan shall not be construed as conferring any legal rights upon any person
for a continuation of employment, nor shall it interfere with the rights of the Employer to
discharge any employee and to treat him without regard to the effect which such treatment might
have upon him as a Participant in the Plan.
	 
	5.03	 	Withholding Taxes
	 
	 	 	The Plan Administrator shall have the right to deduct any required withholding taxes from any
benefit payment to be made under the Plan.
	 
	5.04	 	Nonalienation




Subject to any applicable law, no benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any
attempt so to do shall be void, nor shall any such benefit be in any manner liable for or subject
to garnishment, attachment, execution or levy, or liable for or subject to the debts, contracts,
liabilities, engagements or torts of the Participant.
	 
	5.05	 	Facility of Payment
	 
	 	 	If the Plan Administrator finds that a Participant or other person entitled to a benefit under the
Plan is unable to care for his affairs because of illness or accident or because he is a minor, the
Plan Administrator may direct that any benefit due him be paid to his spouse, a child, a parent or
other blood relative or a person with whom he resides, unless a claim has been made for the benefit
by a duly appointed legal representative. Any payment made under the provisions of this Section
5.05 shall be a complete discharge of the liabilities of the Plan for
that benefit.
	 
	5.06	 	Claims Procedure
	 
	 	 	The Plan Administrator shall establish a claims procedure, to include the rights of Participants to
appeal claim denials, which shall be in accordance with Section 503 of ERISA and regulation
promulgated. thereunder. The Plan Administrator shall provide adequate notice in writing to any
Participant, former Participant, Beneficiary or contingent Beneficiary whose claim for benefits
under this Plan has been denied, setting forth the specific reasons for such denial. A reasonable
opportunity shall be afforded to any such Participant, former Participant, Beneficiary or
contingent Beneficiary for a full and fair review by the Plan Administrator of its decision denying
the claim. The Plan




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	 	 	Administrator’s decision on any such review shall be final and binding on the Participant, former
Participant, Beneficiary or contingent Beneficiary and all other interested persons.
	 
	5.07	 	Construction






	 	(a)	 	All rights hereunder shall be governed by and construed in accordance with the laws of the
state of Georgia to the extent such laws are not pre-empted by ERISA or other federal law.
	 
	 	(b)	 	The masculine pronoun shall mean the feminine wherever appropriate.
	 
	 	(c)	 	The captions inserted herein are inserted as a matter of convenience and shall not affect the
construction of the Plan.




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Article 6. Amendment or Termination





	6.01	 	Right to Amend or Terminate
	 
	 	 	The Board of Directors, or its delegate, reserves the right to modify or amend the Plan, in whole
or in part, or to terminate the Plan. In the event the Plan is terminated, the Employer shall
continue to maintain the Plan until all benefits are distributed in accordance with the provisions
of Article 3 and the provisions of Section 409A of the Code, unless an accelerated payment schedule
is specified by resolution of the Board of Directors and is in accordance with the acceleration
circumstances permitted by regulations pursuant to Section 409A of the Code in case of a corporate
dissolution taxed under Section 331 of the Code, a change in control event described in such
regulations, the complete termination of all aggregated arrangements, or such other circumstances
as may be permitted by regulations pursuant to Section 409A of the Code.
	 
	6.02	 	Protection of Rights Under Plan
	 
	 	 	Notwithstanding Section 6.01, no modification, amendment or termination of the Plan shall adversely
affect the right of any Participant, his surviving spouse, or his beneficiary to receive the
benefits accrued under the Plan in respect of such Participant as of the date of modification,
amendment or termination.




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IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing instrument
comprising the Graphic Packaging Excess Benefit Plan (As Amended and Restated Effective as of
January 1, 2009), Graphic Packaging Holding Company has caused its corporate seal to be affixed
hereto and these presents to be duly executed in its name and behalf by its proper
officers thereunto authorized this
30th day of December, 2008.







	 	 	 
	ATTEST	 	Graphic Packaging Holding Company
		 	
	Name	 	
	 	 	 
	Assistant Secretary	 	SVP HR
	Title	 	Title






(CORPORATE SEAL)





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