exv10w40






Exhibit 10.40




SECOND AMENDMENT TO THE

RIVERWOOD INTERNATIONAL EMPLOYEES RETIREMENT PLAN




(As Amended and Restated Effective January 1, 2009 and Reflecting Amendments Adopted Through

December 31, 2009)



          WHEREAS, the Compensation and Benefits Committee of the Board of Directors of Graphic
Packaging Holding Company has delegated to the Retirement Committee of Graphic Packaging
International, Inc. (the “Retirement Committee”) the responsibility to make certain amendments in
order to maintain the Riverwood International Employees Retirement Plan (the “Plan”); and




          WHEREAS, the Retirement Committee deems it desirable to amend the Plan to comply with certain
provisions of the Heroes Earnings Assistance and Relief Tax Act of 2008;




          NOW, THEREFORE, BE IT RESOLVED, that the Plan be, and it hereby is, amended, effective as of
the dates indicated below, in the following respects:





	1.	 	Section 1.47 is amended in its entirety, effective as of January 1, 2009, to read as follows:






	 	“1.47	 	 ‘Statutory Compensation’ means compensation from the Employer or any
Affiliated Employer as defined in U.S. Treasury Department regulations Section
1.415(c)-2(d)(4) (i.e., Information required to be reported under Sections 6041, 6051
and 6052 of the Code (“W-2 Pay”)) plus amounts that would be included in wages but for
an election under Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b)
of the Code. For Plan Years beginning on or after July 1, 2007, the preceding
definition of compensation shall be modified as required under the provisions of U.S.
Treasury Department regulation Section 1.415(c)-2(e) and shall include all amounts
permitted to be recognized under the provisions of U.S. Treasury Department regulation
Section 1.415(c)-2(e)(2) and (3) and, effective on and after January 1, 2009, U.S.
Treasury department regulation Section 1.415(c)-2(e)(4). Also, effective for Plan Years
beginning on and after January 1, 2009, Statutory Compensation shall include
differential wage payments (as defined in Section 3401(h)(2) of the Code) paid to an
individual by the Employer, to the extent not otherwise included in this definition of
Statutory Compensation. For purposes of applying the top-heavy provisions under Section
9.05 and effective for Plan Years beginning on and after July 1, 2007, for purposes of
applying the





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	 	 	 	maximum benefit limitations under Section 4.07, Statutory Compensation shall not
exceed the limitation on compensation under Section 401(a)(17) of the Code.”






	2.	 	Section 3.01 is amended, effective as of January 1, 2007, by the addition of a new paragraph
(h) to read as follows:






	 	“(h)	 	 Effective January 1, 2007, if an individual who was an employee dies while
performing qualified military service (as defined in Section 414(u) of the Code) and
while his reemployment rights are protected by the Uniformed Services Employment and
Reemployment Rights Act of 1994 and any related legislation or guidance, such
individual’s period of time in qualified military service through the date he died
shall be counted as Vesting Service.”






	3.	 	Section 4.06 is amended, effective as of January 1, 2007, by deleting the last paragraph of
paragraph (c) and by adding a new paragraph (e) to read as follows:






	 	“(e)	 	 Mandatory Survivor Benefits on behalf of Members Who Die in Qualified
Military Service. In the event a Member dies on or after January 1, 2007, while in
qualified military service (as defined in Section 414(u) of the Code) and while his
reemployment rights are protected under law, the surviving Spouse’s Pension shall be
determined based on the assumption that the Member had returned to active employment
and then terminated employment on account of his or her death. However, in determining
the amount of the surviving Spouse’s Pension, the Member’s Accrued Benefit shall be
determined at the date the Member entered military service and no Pensionable Earnings
or Benefit Service shall be imputed for the period of military service (except to the
extent all or a portion of such period of military service is treated as a Leave of
Absence for which Benefit Service is granted under the Plan).”





(SIGNATURE PAGE FOLLOWS)






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          BE IT FURTHER RESOLVED, that the Retirement Committee has approved this Second Amendment to
the Riverwood International Employees Retirement Plan this _____ day of November, 2010.




	 	 	 	 	 
	 	GRAPHIC PACKAGING INTERNATIONAL, INC.

        RETIREMENT COMMITTEE MEMBERS

 	 
	 	By:  	/s/ Daniel J. Blount 	 
	 	 	Daniel J. Blount 	 
	 	 	 
	 	By:  	/s/ Brad Ankerholz 	 
	 	 	Brad Ankerholz 	 
	 	 	 
	 	By:  	/s/ Cindy Baerman 	 
	 	 	Cindy Baerman 	 
	 	 	 
	 	By:  	/s/ Clint Demetriou 
	 
	 	 	Clint Demetriou 	 




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