Exhibit






FOURTH AMENDMENT TO THE
GPI SAVINGS PLAN
(As Amended and Restated Effective January 1, 2015)


WHEREAS, Graphic Packaging International, Inc. (the “Company”) maintains for the benefit of its employees the GPI Savings Plan (the “Plan”); and


WHEREAS, Section 13.1 of the Plan authorizes the Board of Directors of Graphic Packaging Holding Company (the “Board”) to amend the Plan at any time; and


WHEREAS, the Board has delegated to the Retirement Committee of Graphic Packaging International, Inc. (the “Retirement Committee”) the responsibility to make certain amendments to the Plan; and


WHEREAS, the Company has agreed to acquire the assets (the “Transaction”) of Metro Packaging & Imaging, Inc. (“Metro Packaging”); and


WHEREAS, in connection with the Transaction, employees of Metro Packaging will become employees of the Company effective as of the closing date of the Transaction (the “Closing Date”); and


WHEREAS, the Retirement Committee deems it desirable to amend the Plan to recognize employees’ service with Metro Packaging for purposes of the Plan;


NOW, THEREFORE, BE IT RESOLVED, that, effective as of the Closing Date, the Plan is hereby amended as follows:


1.Subsection 1.101 of the Plan is amended by adding the following sentence to the end thereof:


“An Employee’s period of service with Metro Packaging & Imaging, Inc., to the extent not otherwise counted hereunder, will be taken into account in determining his Year of Eligibility Service, provided that such Employee was employed by Metro Packaging & Imaging, Inc. immediately prior to the closing of the acquisition of Metro Packaging & Imaging, Inc. by the Company.”


2.Subsection 1.102(d) of the Plan is amended to read as follows:


(d)    Predecessor Employer.  An Employee’s periods of employment credited for vesting purposes under the Altivity Plan as of December 31, 2008 and the Rose City Plan as of December 31, 2015 will be taken into account in determining his Years of Vesting Service.  An Employee’s periods of employment with Carded Graphics, LLC will be taken into account in determining his Years of Vesting Service, provided that such Employee was employed by Carded Graphics, LLC as of the close of business on September 31, 2015.  An Employee’s periods of employment 


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with Walter G. Anderson, Inc. will be taken into account in determining his Years of Vesting Service, provided that such Employee was employed by Walter G. Anderson, Inc. immediately prior to the closing of the acquisition of Walter G. Anderson, Inc. by the Controlling Company.  An Employee’s periods of employment with Metro Packaging & Imaging, Inc. will be taken into account in determining his Years of Vesting Service, provided that such Employee was employed by Metro Packaging & Imaging, Inc. immediately prior to the closing of the acquisition of Metro Packaging & Imaging, Inc. by the Company.


BE IT FURTHER RESOLVED, that the Retirement Committee has approved this Fourth Amendment to the GPI Savings Plan this 29th day of March, 2016.


GRAPHIC PACKAGING INTERNATIONAL, INC. RETIREMENT COMMITTEE MEMBERS


    
	
		
	By:
	/s/ Brad Ankerholz

	 
	Brad Ankerholz

	 
	 

	By:
	/s/ Carla J. Chaney

	 
	Carla J. Chaney

	 
	 

	By:
	/s/ Debbie Frank

	 
	Debbie Frank

	 
	 

	By:
	/s/ Stephen Scherger

	 
	Stephen Scherger

	 
	 

	By:
	/s/ Brian A. Wilson

	 
	Brian A. Wilson




        




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