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                          GRAHAM PACKAGING COMPANY INC.

                            2002 STOCK INCENTIVE PLAN

1.       PURPOSE OF THE PLAN

                  The purpose of the Plan is to aid the Company and its
Affiliates in recruiting and retaining key employees, directors or consultants
of outstanding ability and to motivate such employees, directors or consultants
to exert their best efforts on behalf of the Company and its Affiliates by
providing incentives through the granting of Awards. The Company expects that it
will benefit from the added interest which such key employees, directors or
consultants will have in the welfare of the Company as a result of their
proprietary interest in the Company's success.

2.       DEFINITIONS

                  The following capitalized terms used in the Plan have the
respective meanings set forth in this Section:

                  (a)      Act: The Securities Exchange Act of 1934, as amended,
                           or any successor thereto.

                  (b)      Affiliate: With respect to the Company, any entity
                           directly or indirectly controlling, controlled by ,
                           or under common control with, the Company or any
                           other entity designated by the Board in which the
                           Company or an Affiliate has an interest.

                  (c)      Award: An Option, Stock Appreciation Right or Other
                           Stock-Based Award granted pursuant to the Plan.

                  (d)      Beneficial Owner: A "beneficial owner", as such term
                           is defined in Rule 13d-3 under the Act (or any
                           successor rule thereto).

                  (e)      Board: The Board of Directors of the Company.

                  (f)      Change in Control: The occurrence of any of the
                           following events:

                           (i) the sale or disposition, in one or a series of
                           related transactions, of all or substantially all, of
                           the assets of the Company to any "person" or "group"
                           (as such terms are defined in Sections 13(d)(3) or
                           14(d)(2) of the Act) other than the Permitted
                           Holders;

                           (ii) any person or group, other than the Permitted
                           Holders, is or becomes the Beneficial Owner (except
                           that a person shall be deemed to have "beneficial
                           ownership" of all shares that any such person has the
                           right to acquire, whether such right is exercisable
                           immediately or only after the passage of time),
                           directly or indirectly, of more than 50% of the total
                           voting power of the voting stock of the Company (or
                           any entity which


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                           controls the Company), including by way of merger,
                           consolidation, tender or exchange offer or otherwise;
                           or

                           (iii) during any period of two consecutive years,
                           individuals who at the beginning of such period
                           constituted the Board (together with any new
                           directors whose election by such Board or whose
                           nomination for election by the shareholders of the
                           Company was approved by a vote of a majority of the
                           directors of the Company, then still in office, who
                           were either directors at the beginning of such period
                           or whose election or nomination for election was
                           previously so approved) cease for any reason to
                           constitute a majority of the Board, then in office.

                  (g)      Code: The Internal Revenue Code of 1986, as amended,
                           or any successor thereto.

                  (h)      Committee: The Compensation Committee of the Board.

                  (i)      Company: Graham Packaging Company Inc., a Delaware
                           corporation.

                  (j)      Effective Date: The date the Board approves the Plan,
                           or such later date as is designated by the Board.

                  (k)      Employment: The term "Employment" as used herein
                           shall be deemed to refer to (i) a Participant's
                           employment if the Participant is an employee of the
                           Company or any of its Affiliates, (ii) a
                           Participant's services as a consultant, if the
                           Participant is consultant to the Company or its
                           Affiliates and (iii) a Participant's services as an
                           non-employee director, if the Participant is a
                           non-employee member of the Board.

                  (l)      Fair Market Value: On a given date, (i) if there
                           should be a public market for the Shares on such
                           date, the arithmetic mean of the high and low prices
                           of the Shares as reported on such date on the
                           Composite Tape of the principal national securities
                           exchange on which such Shares are listed or admitted
                           to trading, or, if the Shares are not listed or
                           admitted on any national securities exchange, the
                           arithmetic mean of the per Share closing bid price
                           and per Share closing asked price on such date as
                           quoted on the National Association of Securities
                           Dealers Automated Quotation System (or such market in
                           which such prices are regularly quoted)(the
                           "NASDAQ"), or, if no sale of Shares shall have been
                           reported on the Composite Tape of any national
                           securities exchange or quoted on the NASDAQ on such
                           date, then the immediately preceding date on which
                           sales of the Shares have been so reported or quoted
                           shall be used, and (ii) if there should not be a
                           public market for the Shares on such date, the Fair
                           Market Value shall be the value established by the
                           Committee in good faith.

                  (m)      ISO: An Option that is also an incentive stock option
                           granted pursuant to Section 6(d) of the Plan.
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                  (n)      LSAR: A limited stock appreciation right granted
                           pursuant to Section 7(d) of the Plan.

                  (o)      Other Stock-Based Awards: Awards granted pursuant to
                           Section 8 of the Plan.

                  (p)      Option: A stock option granted pursuant to Section 6
                           of the Plan.

                  (q)      Option Price: The purchase price per Share of an
                           Option, as determined pursuant to Section 6(a) of the
                           Plan.

                  (r)      Participant: An employee, director or consultant who
                           is selected by the Committee to participate in the
                           Plan.

                  (s)      Permitted Holder means, as of the date of
                           determination, any and all of (i) an employee benefit
                           plan (or trust forming a part thereof) maintained by
                           (A) the Company or (B) any corporation or other
                           Person of which a majority of its voting power of its
                           voting equity securities or equity interest is owned,
                           directly or indirectly, by the Company and (ii) The
                           Blackstone Group, L.P. or any of its Affiliates.

                  (t)      Person: A "person", as such term is used for purposes
                           of Section 13(d) or 14(d) of the Act (or any
                           successor section thereto).

                  (u)      Plan: The Graham Packaging Company Inc. 2002 Stock
                           Incentive Plan.

                  (v)      Shares: Shares of common stock of the Company.

                  (w)      Stock Appreciation Right: A stock appreciation right
                           granted pursuant to Section 7 of the Plan.

                  (x)      Subsidiary: A subsidiary corporation, as defined in
                           Section 424(f) of the Code (or any successor section
                           thereto).

3.       SHARES SUBJECT TO THE PLAN

                  The total number of Shares which may be issued under the Plan
is [ ]. The Shares may consist, in whole or in part, of unissued Shares or
treasury Shares. The issuance of Shares or the payment of cash upon the exercise
of an Award or in consideration of the cancellation or termination of an Award
shall reduce the total number of Shares available under the Plan, as applicable.
Shares which are subject to Awards which terminate or lapse without the payment
of consideration may be granted again under the Plan.
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4.       ADMINISTRATION

                  The Plan shall be administered by the Committee, which may
delegate its duties and powers in whole or in part as it determines; provided,
however, that the Board may, in its sole discretion, take any action designated
to the Committee under this Plan as it may deem necessary. Awards may, in the
discretion of the Committee, be made under the Plan in assumption of, or in
substitution for, outstanding awards previously granted by the Company or its
affiliates or a company acquired by the Company or with which the Company
combines. The number of Shares underlying such substitute awards shall be
counted against the aggregate number of Shares available for Awards under the
Plan. The Committee is authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make any other
determinations that it deems necessary or desirable for the administration of
the Plan. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan in the manner and to the extent the
Committee deems necessary or desirable. Any decision of the Committee in the
interpretation and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned (including, but not limited to, Participants
and their beneficiaries or successors). The Committee shall have the full power
and authority to establish the terms and conditions of any Award consistent with
the provisions of the Plan and to waive any such terms and conditions at any
time (including, without limitation, accelerating or waiving any vesting
conditions). The Committee shall require payment of any amount it may determine
to be necessary to withhold for federal, state, local or other taxes as a result
of the exercise, grant or vesting of an Award. Unless the Committee specifies
otherwise, the Participant may elect to pay a portion or all of such withholding
taxes by (a) delivery in Shares; provided, that such Shares have been held by
the Participant for no less than six months (or such other period as established
from time to time by the Committee in order to avoid adverse accounting
treatment applying generally accepted accounting principles) or (b) having
Shares with a Fair Market Value equal to the statutory minimum withholding
liability withheld by the Company from any Shares that would have otherwise been
received by the Participant.

5.       LIMITATIONS

                  No Award may be granted under the Plan after the tenth
anniversary of the Effective Date, but Awards theretofore granted may extend
beyond that date.

6.       TERMS AND CONDITIONS OF OPTIONS

                  Options granted under the Plan shall be, as determined by the
Committee, non-qualified or incentive stock options for federal income tax
purposes, as evidenced by the related Award agreements, and shall be subject to
the foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:

                  (a)      Option Price. The Option Price per Share shall be
                           determined by the Committee.

                  (b)      Exercisability. Options granted under the Plan shall
                           be exercisable at such time and upon such terms and
                           conditions as may be determined by the

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                           Committee, but in no event shall an Option be
                           exercisable more than ten years after the date it is
                           granted.

                  (c)      Exercise of Options. Except as otherwise provided in
                           the Plan or in an Award agreement, an Option may be
                           exercised for all, or from time to time any part, of
                           the Shares for which it is then exercisable. For
                           purposes of Section 6 of the Plan, the exercise date
                           of an Option shall be the later of the date a notice
                           of exercise is received by the Company and, if
                           applicable, the date payment is received by the
                           Company pursuant to clauses (i), (ii), (iii) or (iv)
                           in the following sentence. The purchase price for the
                           Shares as to which an Option is exercised shall be
                           paid to the Company in full at the time of exercise
                           at the election of the Participant (i) in cash or its
                           equivalent (e.g., by check), (ii) to the extent
                           permitted by the Committee, in Shares having a Fair
                           Market Value equal to the aggregate Option Price for
                           the Shares being purchased and satisfying such other
                           requirements as may be imposed by the Committee;
                           provided, that such Shares have been held by the
                           Participant for no less than six months (or such
                           other period as established from time to time by the
                           Committee in order to avoid adverse accounting
                           treatment applying generally accepted accounting
                           principles), (iii) partly in cash and, to the extent
                           permitted by the Committee, partly in such Shares or
                           (iv) to the extent permitted by the Committee,
                           through the delivery of irrevocable instructions to a
                           broker to sell Shares obtained upon the exercise of
                           the Option and to deliver promptly to the Company an
                           amount out of the proceeds of such Sale equal to the
                           aggregate Option Price for the Shares being
                           purchased. No Participant shall have any rights to
                           dividends or other rights of a stockholder with
                           respect to Shares subject to an Option until the
                           Participant has given written notice of exercise of
                           the Option, paid in full for such Shares and, if
                           applicable, has satisfied any other conditions
                           imposed by the Committee pursuant to the Plan.

                  (d)      ISOs. The Committee may grant Options under the Plan
                           that are intended to be ISOs. Such ISOs shall comply
                           with the requirements of Section 422 of the Code (or
                           any successor section thereto). No ISO may be granted
                           to any Participant who at the time of such grant,
                           owns more than ten percent of the total combined
                           voting power of all classes of stock of the Company
                           or of any Subsidiary, unless (i) the Option Price for
                           such ISO is at least 110% of the Fair Market Value of
                           a Share on the date the ISO is granted and (ii) the
                           date on which such ISO terminates is a date not later
                           than the day preceding the fifth anniversary of the
                           date on which the ISO is granted. Any Participant who
                           disposes of Shares acquired upon the exercise of an
                           ISO either (i) within two years after the date of
                           grant of such ISO or (ii) within one year after the
                           transfer of such Shares to the Participant, shall
                           notify the Company of such disposition and of the
                           amount realized upon such disposition. All Options
                           granted under the Plan are intended to be
                           nonqualified stock options, unless the applicable
                           Award agreement expressly states that the Option is
                           intended to be an ISO. If an Option is intended to be
                           an ISO, and if for any reason such

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                           Option (or portion thereof) shall not qualify as an
                           ISO, then, to the extent of such nonqualification,
                           such Option (or portion thereof) shall be regarded as
                           a nonqualified stock option granted under the Plan;
                           provided that such Option (or potion thereof)
                           otherwise complies with the Plan's requirements
                           relating to nonqualified stock options. In no event
                           shall any member of the Committee, the Company or any
                           of its Affiliates (or their respective employees,
                           officers or directors) have any liability to any
                           Participant (or any other Person) due to the failure
                           of an Option to qualify for any reason as an ISO.

                  (e)      Attestation. Wherever in this Plan or any agreement
                           evidencing an Award a Participant is permitted to pay
                           the exercise price of an Option or taxes relating to
                           the exercise of an Option by delivering Shares, the
                           Participant may, subject to procedures satisfactory
                           to the Committee, satisfy such delivery requirement
                           by presenting proof of beneficial ownership of such
                           Shares, in which case the Company shall treat the
                           Option as exercised without further payment and shall
                           withhold such number of Shares from the Shares
                           acquired by the exercise of the Option.

7.       TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

                  (a)      Grants. The Committee also may grant (i) a Stock
                           Appreciation Right independent of an Option or (ii) a
                           Stock Appreciation Right in connection with an
                           Option, or a portion thereof. A Stock Appreciation
                           Right granted pursuant to clause (ii) of the
                           preceding sentence (A) may be granted at the time the
                           related Option is granted or at any time prior to the
                           exercise or cancellation of the related Option, (B)
                           shall cover the same number of Shares covered by an
                           Option (or such lesser number of Shares as the
                           Committee may determine) and (C) shall be subject to
                           the same terms and conditions as such Option except
                           for such additional limitations as are contemplated
                           by this Section 7 (or such additional limitations as
                           may be included in an Award agreement).

                  (b)      Terms. The exercise price per Share of a Stock
                           Appreciation Right shall be an amount determined by
                           the Committee. Each Stock Appreciation Right granted
                           independent of an Option shall entitle a Participant
                           upon exercise to an amount equal to (i) the excess of
                           (A) the Fair Market Value on the exercise date of one
                           Share over (B) the exercise price per Share, times
                           (ii) the number of Shares covered by the Stock
                           Appreciation Right. Each Stock Appreciation Right
                           granted in conjunction with an Option, or a portion
                           thereof, shall entitle a Participant to surrender to
                           the Company the unexercised Option, or any portion
                           thereof, and to receive from the Company in exchange
                           therefore an amount equal to (i) the excess of (A)
                           the Fair Market Value on the exercise date of one
                           Share over (B) the Option Price per Share, times (ii)
                           the number of Shares covered by the Option, or
                           portion thereof, which is surrendered. The date a
                           notice of exercise is received by the Company shall
                           be the exercise date. Payment shall be made in Shares
                           or in cash, or partly in Shares and partly in cash

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                           (any such Shares valued at such Fair Market Value),
                           all as shall be determined by the Committee. Stock
                           Appreciation Rights may be exercised from time to
                           time upon actual receipt by the Company of written
                           notice of exercise stating the number of Shares with
                           respect to which the Stock Appreciation Right is
                           being exercised. No fractional Shares will be issued
                           in payment for Stock Appreciation Rights, but instead
                           cash will be paid for a fraction or, if the Committee
                           should so determine, the number of Shares will be
                           rounded downward to the next whole Share.

                  (c)      Limitations. The Committee may impose, in its
                           discretion, such conditions upon the exercisability
                           or transferability of Stock Appreciation Rights as it
                           may deem fit.

                  (d)      Limited Stock Appreciation Rights. The Committee may
                           grant LSARs that are exercisable upon the occurrence
                           of specified contingent events. Such LSARs may
                           provide for a different method of determining
                           appreciation, may specify that payment will be made
                           only in cash and may provide that any related Awards
                           are not exercisable while such LSARs are exercisable.
                           Unless the context otherwise requires, whenever the
                           term "Stock Appreciation Right" is used in the Plan,
                           such term shall include LSARs.

8.       OTHER STOCK-BASED AWARDS

                  The Committee, in its sole discretion, may grant or sell
Awards of Shares, Awards of restricted Shares and Awards that are valued in
whole or in part by reference to, or are otherwise based on the Fair Market
Value of, Shares ("Other Stock-Based Awards"). Such Other Stock-Based Awards
shall be in such form, and dependent on such conditions, as the Committee shall
determine, including, without limitation, the right to receive, or vest with
respect to, one or more Shares (or the equivalent cash value of such Shares)
upon the completion of a specified period of service, the occurrence of an event
and/or the attainment of performance objectives. Other Stock-Based Awards may be
granted alone or in addition to any other Awards granted under the Plan. Subject
to the provisions of the Plan, the Committee shall determine to whom and when
Other Stock-Based Awards will be made, the number of Shares to be awarded under
(or otherwise related to) such Other Stock-Based Awards; whether such Other
Stock-Based Awards shall be settled in cash, Shares or a combination of cash and
Shares; and all other terms and conditions of such Awards (including, without
limitation, the vesting provisions thereof and provisions ensuring that all
Shares so awarded and issued shall be fully paid and non-assessable).

9.       ADJUSTMENTS UPON CERTAIN EVENTS

                  Notwithstanding any other provisions in the Plan to the
contrary, the following provisions shall apply to all Awards granted under the
Plan:

                  (a)      Generally. In the event of any change in the
                           outstanding Shares after the Effective Date by reason
                           of any Share dividend or split, reorganization,
                           recapitalization, merger, consolidation, spin-off,
                           combination,

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                           combination or transaction or exchange of Shares or
                           other corporate exchange, or any distribution to
                           shareholders of Shares other than regular cash
                           dividends or any transaction similar to the
                           foregoing, the Committee in its sole discretion and
                           without liability to any person may make such
                           substitution or adjustment, if any, as it deems to be
                           equitable, as to (i) the number or kind of Shares or
                           other securities issued or reserved for issuance
                           pursuant to the Plan or pursuant to outstanding
                           Awards, (ii) the Option Price or exercise price of
                           any stock appreciation right and/or (iii) any other
                           affected terms of such Awards.

                  (b)      Change in Control. In the event of a Change in
                           Control after the Effective Date, the Committee may,
                           in its sole discretion, provide for the (i)
                           termination of an Award upon the consummation of the
                           Change in Control, but only if such Award has vested
                           and been paid out or the Participant has been
                           permitted to exercise the Option or Stock
                           Appreciation Right in full for a period of not less
                           than 30 days prior to the Change in Control, (ii)
                           acceleration of all or any portion of an Award, (iii)
                           payment of a cash amount in exchange for the
                           cancellation of an Award, which, in the case of
                           Options and Stock Appreciation Rights, may equal the
                           excess, if any, of the Fair Market Value of the
                           Shares subject to such Option or Stock Appreciation
                           Right over the aggregate Option Price or exercise
                           price of such Award, and/or (iv) issuance of
                           substitute Awards that will substantially preserve
                           the otherwise applicable terms of any affected Awards
                           previously granted hereunder.

10.      NO RIGHT TO EMPLOYMENT OR AWARDS

                  The granting of an Award under the Plan shall impose no
obligation on the Company or any Affiliate to continue the Employment of a
Participant and shall not lessen or affect the Company's or Affiliate's right to
terminate the Employment of such Participant. No Participant or other Person
shall have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Participants, or holders or beneficiaries of Awards.
The terms and conditions of Awards and the Committee's determinations and
interpretations with respect thereto need not be the same with respect to each
Participant (whether or not such Participants are similarly situated).

11.      SUCCESSORS AND ASSIGNS

                  The Plan shall be binding on all successors and assigns of the
Company and a Participant, including without limitation, the estate of such
Participant and the executor, administrator or trustee of such estate, or any
receiver or trustee in bankruptcy or representative of the Participant's
creditors.

12.      NONTRANSFERABILITY OF AWARDS

                  Unless otherwise determined by the Committee, an Award shall
not be transferable or assignable by the Participant otherwise than by will or
by the laws of descent and

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                                                                               9


distribution. An Award exercisable after the death of a Participant may be
exercised by the legatees, personal representatives or distributees of the
Participant.

13.      AMENDMENTS OR TERMINATION

                  The Board may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made, (a) without the approval
of the shareholders of the Company, if such action would (except as is provided
in Section 9 of the Plan), increase the total number of Shares reserved for the
purposes of the Plan or (b) without the consent of a Participant, if such action
would diminish any of the rights of the Participant under any Award theretofore
granted to such Participant under the Plan; provided, however, that the
Committee may amend the Plan in such manner as it deems necessary to permit the
granting of Awards meeting the requirements of the Code or other applicable
laws.

14.      INTERNATIONAL PARTICIPANTS

                  With respect to Participants who reside or work outside the
United States of America, the Committee may, in its sole discretion, amend the
terms of the Plan or Awards with respect to such Participants in order to
conform such terms with the requirements of local law.

15.      CHOICE OF LAW

                  The Plan shall be governed by and construed in accordance with
the laws of the State of Delaware without regard to conflicts of laws provisions
thereof.

16.      EFFECTIVENESS OF THE PLAN

                  The Plan shall be effective as of the Effective Date.