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Exhibit 4.1    
    


NUMBER 


SHARES 


GPK  


[LOGO]

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 


COMMON STOCK

THIS CERTIFICATE IS TRANSFERABLE IN THE CITIES OF MINNEAPOLIS,

MINNESOTA OR NEW YORK, NEW YORK
 COMMON STOCK



PAR
VALUE $0.01 CUSIP 388688 10 3 


PER
SHARE 


SEE
REVERSE FOR CERTAIN DEFINITIONS 


THIS
CERTIFIES that

IS THE RECORD OWNER OF 



 FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF  




GRAPHIC PACKAGING CORPORATION  


        (hereinafter called the "Corporation") transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender
of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Restated Certificate of Incorporation and
By-laws of the Corporation and all amendments thereto. 


This
certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. 


WITNESS
the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated: 


/s/
E. W. Stroetz, Jr.

Secretary 


/s/
Stephen M. Humphrey

Director, President and Chief Executive Officer 


GRAPHIC
PACKAGING CORPORATION

CORPORATE SEAL

1995

DELAWARE 


Countersigned and Registered:

WELLS FARGO BANK MINNESOTA, N.A.

(MINNEAPOLIS, MINNESOTA)

Transfer Agent and Registrar

By /s/ Lennie M. Kaufman

Authorized Signature  


COMPOSITE

BANKNOTE CORP. OF AMERICA, INC.    •    WALL STREET, NYC    •    BROWNS SUMMIT (NC)    •    
GRAPHIC PACKAGING    •    1-305026-942    •    PROOF #5    •    3:50 PM
    •    6/4/03    •    SMS/DPA    •    





GRAPHIC PACKAGING CORPORATION  


        This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between the Corporation and Wells Fargo Bank
Minnesota, National Association as it may be amended from time to time (the "Rights Agreement "), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the
principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be
evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement (as in effect on the date of mailing) without charge promptly after receipt of
a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person, or any Associate or Affiliate thereof (as
such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. 



        The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations: 



	TEN COM	 	—	 	as tenants in common	 	UNIF TRAN MIN ACT -	 	........................	 	Custodian	 	........................
	TEN ENT	 	—	 	as tenants by the entireties	 	 	 	(Cust)	 	 	 	(Minor)
	JT TEN

    OR

JT TEN

WROS	 	—	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	under Uniform Transfers to Minors Act

...................................................

(State)




Additional
abbreviations may also be used though not in the above list. 


        FOR
VALUE RECEIVED,......................................................... hereby sell, assign and transfer unto 



	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE	 
	/	/
	



....................................................................................................................................................................................................................................

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	



....................................................................................................................................................................................................................................
	

                                         
                                          
                                       Shares of the
Common Stock evidenced by this Certificate, and do hereby irrevocably constitute and appoint
                             , Attorney to transfer the said shares on the books of Graphic
Packaging Corporation with full power of substitution.





	Dated                                       
           	 
	

 	

Signature
	

 	

 Signature
	in presence of
                                         
       

	 





NOTE:
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. 



	SIGNATURE GUARANTEED

MEDALLION GUARANTEED	 
	

Authorized Signature	

 
	(Signature Guarantee Program Name)	 
	
Signature Guarantee by (must be by a member of the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Signature Program in accordance with Securities and Exchange Commission
Rule 17Ad-15)	

 











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Exhibit 4.1