Exhibit 10.38
 RIVERWOOD INTERNATIONAL
EMPLOYEES RETIREMENT PLAN
 (As Amended and Restated Effective January 1, 2009 and
Reflecting Amendments Adopted Through December 31, 2009)




---



##### 



RIVERWOOD INTERNATIONAL EMPLOYEES RETIREMENT PLAN
TABLE OF CONTENTS
 PagePreamble
    
    
    iArticle 1. Definitions
    
    
    1Article 2. Membership
    
    
    112.01 Membership Requirements
    
    
    112.02 Events Affecting Membership
    
    
    112.03 Membership Upon Reemployment
    
    
    11Article 3. Service
    
    
    123.01 Vesting Service
    
    
    123.02 Benefit Service
    
    
    133.03 Restoration to Service
    
    
    143.04 Special Provisions for Members With Service at Acquired Companies
    
    
    16Article 4. Eligibility for and Amount of Benefits
    
    
    174.01 Normal Retirement
    
    
    174.02 Late Retirement
    
    
    184.03 Early Retirement
    
    
    194.04 Disability Benefit
    
    
    204.05 Vested Pension
    
    
    214.06 Surviving Spouses Pension
    
    
    234.07 Maximum Benefit Limitation
    
    
    25Article 5. Payment of Pensions
    
    
    265.01 Normal Form of Payment
    
    
    265.02 Optional Forms of Payment
    
    
    265.03 Election of Options
    
    
    285.04 Commencement and Duration of Payments
    
    
    315.05 Distribution Limitation
    
    
    325.06 Direct Rollover of Certain Distributions
    
    
    33Article 6. Contributions
    
    
    376.01 Employer Contributions
    
    
    376.02 Return of Contributions
    
    
    376.03 Member Contributions
    
    
    37Article 7. Administration of Plan
    
    
    387.01 Appointment of Retirement Committee
    
    
    387.02 Administration of Retirement Committee
    
    
    387.03 Meetings
    
    
    387.04 Majority to Govern
    
    
    387.05 Compensation and Bonding
    
    
    38




---



##### 



Page7.06 Authority of Retirement Committee
    
    
    397.07 Prudent Conduct
    
    
    397.08 Actuary
    
    
    397.09 Service in More Than One Fiduciary Capacity
    
    
    407.10 Limitation of Liability
    
    
    407.11 Indemnification
    
    
    407.12 Expenses of Administration
    
    
    40Article 8. Management of Funds
    
    
    418.01 Trustee
    
    
    418.02 Exclusive Benefit Rule
    
    
    418.03 Appointment of Investment Manager
    
    
    41Article 9. General Provisions
    
    
    429.01 Nonalienation and Qualified Domestic Relations Orders
    
    
    429.02 Conditions of Employment Not Affected by Plan
    
    
    439.03 Facility of Payment
    
    
    439.04 Information
    
    
    439.05 Top-Heavy Provisions
    
    
    439.06 Construction
    
    
    469.07 Prevention of Escheat
    
    
    479.08 Electronic Transmission of Notices to Members
    
    
    479.09 Limitation on Benefits In the Event of a Liquidity Shortfall
    
    
    479.10 Limitation Based on Funded Status of the Plan
    
    
    479.11 Limitations on Unpredictable Contingent Event Benefit
    
    
    499.12 Limitation on Highly Compensated Employees and on High-25 Employees
    
    
    499.13 Revision of the Plan and Applicability of Plan Provisions
    
    
    51Article 10. Amendment, Merger and Termination
    
    
    5310.01 Amendment of Plan
    
    
    5310.02 Merger or Consolidation
    
    
    5310.03 Additional Participating Employers
    
    
    5310.04 Termination of Plan
    
    
    54Article 11. Transfers
    
    
    5511.01 Transfers To and From an Affiliated Employer
    
    
    5511.02 Transfers To and From Hourly Plan
    
    
    55Appendices

Appendix A
    
    
    58Appendix B
    
    
    62Appendix C
    
    
    66Appendix D
    
    
    67Appendix E
    
    
    68




---



##### 



RIVERWOOD INTERNATIONAL EMPLOYEES RETIREMENT PLAN
(As Amended and Restated Effective January 1, 2009)
 PREAMBLE
            Riverwood International Employees Retirement Plan
    
    iJanuary 1, 2009




---



##### 



Riverwood International Employees Retirement Plan
    
    iiJanuary 1, 2009




---



##### 



ARTICLE 1. DEFINITIONS
 1.01
    
    Accrued Benefit means, as of any date of determination, the normal retirement
Pension determined under the Plan.1.02
    
    Affiliated Employer means any company not participating in the Plan which is (a) a
member of a controlled group of corporations (as defined in Section 414(b) of the Code), which
also includes the Employer as a member of the controlled group of corporations; (b) any trade
or business under common control (as defined in Section 414(c) of the Code) with the Employer;
(c) any organization (whether or not incorporated) which is a member of an affiliated service
group (as defined in Section 414(m) of the Code) which includes the Employer; and (d) any
other entity required to be aggregated with the Employer pursuant to regulations under Section
414(o) of the Code. Notwithstanding the foregoing sentence, for purposes of Section 1.24,
Leased Employee, the definitions in 414(b) and (c) of the Code shall be modified as provided
in Section 415(h) of the Code.1.03
    
    Annuity Starting Date means the first day of the first period for which an amount
is paid as an annuity or any other form.1.04
    
    Appendix or Appendices means the appendices to the Plan, which are defined as
follows:
 (a)
    
    Appendix A means the special provisions applicable to employees affected by a
corporate acquisition or divestiture.(b)
    
    Appendix Bmeans the provisions for minimum benefits for Members who were
members of the Prior Plan as of December 31, 1988.(c)
    
    Appendix C means the schedule of benefits referenced by Section 4.01(c)(iv).(d)
    
    Appendix Dmeans the special schedule of benefits referenced by Section
4.01(c)(v).(e)
    
    Appendix E means the provisions of the Plan that are retained for historical
purposes.
 1.05
    
    Average Final Salary means the annual Pensionable Earnings of a Member paid during
the four consecutive Plan Years in the last ten Plan Years of the Members Benefit Service
affording the highest average, subject to the following rules:
 (a)
    
    If a layoff, approved medical leave or workers compensation leave is included
in the last ten Plan Years of a Members Benefit Service, Pensionable Earnings shall
include, for that period, an amount based on Pensionable Earnings in effect for the
calendar year prior to that period.(b)
    
    If a Member is entitled to Benefit Service on account of a period of service in
the uniformed services of the United States, the Member shall be deemed to have earned
Pensionable Earnings during the period of absence at the rate he would
 Riverwood International Employees Retirement Plan
    
    
    1January 1, 2009




---



##### 



have received had he remained employed as an Eligible Employee for that period or,
if such rate is not reasonably certain, on the basis of the Members rate of
compensation during the 12-month period immediately preceding such period of absence
(or if shorter, the period of employment immediately preceding such period).(c)
    
    In the case of an Employee who is rehired, the Employees annual
Pensionable Earnings during the year in which termination occurred and the year in
which rehire occurred shall not be included as one of the last ten calendar years of
the Members Benefit Service, unless such Pensionable Earnings are greater than the
Pensionable Earnings in the calendar year preceding the year in which termination
occurred.(d)
    
    If a Member completes less than four full consecutive Plan Years under the
Plan, the Members Pensionable Earnings for the portion of a Plan Year worked will be
increased by annualizing base pay and adding other amounts actually paid during that
Plan Year that are included as Pensionable Earnings. The Members Pensionable Earnings
will be annualized only for the initial year of employment (or reemployment, if
applicable) if that results in four full consecutive Plan Years considered. Otherwise,
the Members Pensionable Earnings in the year of termination will also be annualized.(e)
    
    If using the Pensionable Earnings paid to a Member in his final, partial
calendar year of employment would produce an Average Final Salary that is greater than
the Average Final Salary otherwise calculated, then his final, partial calendar year of
employment shall be added to his last ten calendar years in calculating his Average
Final Salary.
 1.06
    
    Beneficiary means the person named by a Member by written designation, filed with
the Retirement Committee, to receive payments after the Members death under an optional form
of payment pursuant to Section 5.02.1.07
    
    Benefit Service means service recognized for purposes of computing the amount of
any benefit, as provided in Section 3.02.1.08
    
    Board of Directors or Board means the Board of Directors of Graphic Packaging
Holding Company.1.09
    
    Break in Service means a period which constitutes a break in an Employees Vesting
Service, as provided in Section 3.01.1.10
    
    Code means the Internal Revenue Code of 1986, as amended from time to time.1.11
    
    Covered Compensation means, for any Member, the average of the taxable wage bases
in effect under Section 230 of the Social Security Act for each year in the 35-year period
ending with the year in which the Member attains his Social Security Retirement Age. In
determining a Members Covered Compensation for any Plan Year, the taxable
 Riverwood International Employees Retirement Plan
    
    
    2January 1, 2009




---



##### 



wage base for the current Plan Year and any subsequent Plan Year shall be assumed to be the
same as the taxable wage base in effect as of the beginning of the Plan Year for which the
determination is made.1.12
    
    Disabilityor Disabledmeans a physical or mental condition rendering a
Member totally and permanently disabled, as determined by eligibility for and receipt of
disability benefits under the Employers long-term disability plan. To the extent required by
law, and to the extent the Retirement Committee is ruling on a claim for disability benefits,
the Plan will follow, with respect to that claim, claims procedures required by law for plans
providing disability benefits.1.13
    
    Effective Date of this amended and restated Plan means January 1, 2009, except as
otherwise specified herein. The original Effective Date of the Plan was January 1, 1992.1.14
    
    Employee means any person, including but not limited to a U.S. citizen, a U.S.
resident alien and a U.S. expatriate, employed by the Employer who is classified as a salaried
employee by the Employer and who receives stated Pensionable Earnings other than a pension,
separation pay, retainer, or fee under contract. The term Employee shall also include
members of a Participating Unit as provided in Appendix A, as amended from time to time.
Foreign nationals who have immigration status to work in the U.S., who work in the U.S. for a
period of time and then work abroad on assignment for a period of time, are also eligible
Employees. Notwithstanding the preceding sentences, the term Employee shall exclude:
 (a)
    
    any person first employed by the Employer prior to January 1, 2004 who is paid
from the payroll processed from the Ceridian Corporation as of August 8, 2003 or the
date when first employed by the Employer, if later (other than as provided for in
Appendix A);(b)
    
    any person first employed by the Employer on or after January 1, 2004 and
assigned to one of the following plant locations: Golden, Co Carton; Centralia, IL
Laminations, Centralia, IL Carton; Lawrenceburg, TN Carton; North Portland, OR Carton;
Tuscaloosa, AL Laminations; Wausau, WI Carton; Bow, NH Carton; Charlotte, NC Carton;
Fort Smith, AR Carton; Gordonsville, TN Carton; Kalamazoo, MI Carton; Kalamazoo, MI
Papermill; Kendallville, IN Carton; Lumberton, NC Carton; Menasha, WI Carton; Mitchell,
SD Carton; Richmond, VA Carton;(c)
    
    any person first employed after January 1, 2004 and assigned to either of the
following divisions, but not a specific plant location: Performance Packaging Division
and Universal Packaging Division;(d)
    
    any Leased Employee;(e)
    
    any non-resident alien; and
 Riverwood International Employees Retirement Plan
    
    
    3January 1, 2009




---



##### 



(f)
    
    any person who is included in a unit of employees covered by a collective
bargaining agreement which does not provide for the employees membership in the Plan.
 In addition, any person classified as an independent contractor or consultant by the
Employer shall, during such period, be excluded from the definition of Employee, regardless
of such persons reclassification for such period by the Internal Revenue Service for tax
withholding purposes.The term employee, as used in the Plan, means any Leased Employee or any individual who is
employed by the Employer or an Affiliated Employer as a common law employee of the Employer
or Affiliated Employer, regardless of whether the individual is an Employee.1.15
    
    Employer means Graphic Packaging International, Inc. or any successor by merger,
purchase or otherwise, with respect to its Employees; and any other company participating in
the Plan, as provided in Section 10.03, with respect to its Employees.1.16
    
    Equivalent Actuarial Value means a benefit having the same value as the benefit
that such Equivalent Actuarial Value replaces. The Equivalent Actuarial Value shall be based
on an annual interest rate of five percent per year, compounded annually, and the mortality
table prescribed by Revenue Ruling 2001-62, unless otherwise specified below or in another
Section of the Plan:
 (a)
    
    For purposes of calculating lump sum payments and a benefit payable in the form
of a level income option under Section 5.02(g), the interest rate shall be the IRS
Interest Rate and the mortality assumption shall be based on the IRS Mortality Table.(b)
    
    In determining the present value and the amount of a lump sum payment with
respect to a benefit with an Annuity Starting Date occurring during the period
beginning January 1, 2007 and ending December 31, 2007, the interest rate to be used
shall be no greater than the annual rate of interest on 30-year Treasury securities for
the second full calendar month preceding the month containing the Annuity Starting
Date. Further, the present value of a lump sum payment or a benefit payable under the
level income option under Section 5.02(g) with an Annuity Starting Date occurring
during the period beginning January 1, 2010 and ending December 31, 2010, shall not be
less than the present value determined using the interest rate prescribed under Section
417(e)(3)(C) of the Code for the second full calendar month preceding the applicable
Stability Period.
 1.17
    
    ERISA means the Employee Retirement Income Security Act of 1974, as amended from
time to time.
 1.18
    
    Full-time Employee means any Employee who, on the basis of the Employees
regularly stated work schedule, is classified as a full-time Employee by the Employer.
 Riverwood International Employees Retirement Plan
    
    
    4January 1, 2009




---



##### 



1.19
    
    Fund(s) means the funds of the Plan maintained by the Trustee in accordance with
the terms of the Trust Agreement.
 1.20
    
    Hour of Service means, with respect to any applicable computation period (as
described in Article 3):
 (a)
    
    Each hour for which an Employee is paid or entitled to payment for the
performance of duties for the Employer or an Affiliated Employer;(b)
    
    Each hour for which an Employee is paid or entitled to payment by the Employer
or an Affiliated Employer on account of a period during which no duties are performed
(whether or not the employment relationship has terminated) due to vacation, holiday,
illness, incapacity (including disability), layoff, jury duty, military duty or leave
of absence;(c)
    
    Each hour for which back pay, irrespective of mitigation of damages, is either
awarded or agreed to by the Employer or an Affiliated Employer, excluding any hour
credited under (a) or (b) above, which shall be credited to the computation period or
periods to which the award, agreement or payment pertains, rather than to the
computation period in which the award, agreement or payment is made; and(d)
    
    Solely for purposes of determining whether an Employee has incurred a Break in
Service under the Plan, each hour for which an Employee would normally be credited
under paragraph (a) or (b) above during a period of Parental Leave, but not more than
501 hours for any single continuous period. However, the number of hours credited to an
Employee under this paragraph (d) during the computation period in which the Parental
Leave began, when added to the hours credited to an Employee under paragraphs (a)
through (c) above during that computation period, shall not exceed 501. If the number
of hours credited under this paragraph (d) for the computation period in which the
Parental Leave began is zero, the provisions of this paragraph (d) shall apply as
though the Parental Leave began in the immediately following computation period.
 In the event no Employer record exists for a period for which Hours of Service must be
credited under the provisions of the Plan, an Employee shall be credited with 190 Hours of
Service for each calendar month in which he is entitled to be credited with one Hour of
Service under the provisions of this Section.No hours shall be credited on account of any period during which the Employee performs no
duties and receives payment solely for the purpose of complying with unemployment
compensation, workers compensation or disability insurance laws, subject to the provisions
of Sections 1.05, 3.01 and 3.02. The Hours of Service credited shall be determined as
required by Title 29 of the Code of Federal Regulations, Section 2530.200b-2(b) and (c).1.21
    
    Hourly Plan means the Riverwood International Hourly Retirement Plan.
 Riverwood International Employees Retirement Plan
    
    
    5January 1, 2009




---



##### 



1.22
    
    IRS Interest Rate means, with respect to determining the amount of a benefit with
an Annuity Starting Date:
 (a)
    
    on and after January 1, 2007 and prior to January 1, 2008, the interest rate
prescribed under Section 417(e)(3)(A)(ii)(II) of the Code for the second full calendar
month preceding the applicable Stability Period;(b)
    
    on and after January 1, 2008 and prior to January 1, 2010, the interest rate
prescribed under Section 417(e)(3)(C) of the Code for the second full calendar month
preceding the applicable Stability Period; and(c)
    
    on and after January 1, 2010, the interest rate prescribed under Section
417(e)(3)(C) of the Code for the fifth full calendar month preceding the applicable
Stability Period.
 1.23
    
    IRS Mortality Table means, with respect to determining the amount of a benefit
with an Annuity Starting Date:
 (a)
    
    prior to December 31, 2002, the mortality table prescribed under Section
417(e)(3)(A)(ii)(I) of the Code as in effect on the first day of the applicable
Stability Period;(b)
    
    on and after December 31, 2002 and prior to January 1, 2008, the mortality
table prescribed by Revenue Ruling 2001-62 as in effect on the first day of the
applicable Stability Period; and(c)
    
    on and after January 1, 2008, the mortality table prescribed under Section
417(e)(3)(B) of the Code as in effect on the first day of the applicable Stability
Period.
 1.24
    
    Leased Employee means any person (other than a common law employee of the Employer
or an Affiliated Employer) who performs services for the Employer or an Affiliated Employer,
provided all of the following circumstances exist:
 (a)
    
    such services are provided pursuant to an agreement between an organization or
person (the leasing organization) and the Employer or an Affiliated Employer;(b)
    
    such services have been performed for the Employer or an Affiliated Employer
(or for the Employer and related persons determined in accordance with Section
414(n)(6) of the Code) on a substantially full-time basis for a period of at least one
year; and(c)
    
    such services are performed under the primary direction or control of the
Employer or an Affiliated Employer.
 1.25
    
    Manville Plan means the Manville Employees Retirement Plan, the predecessor plan
to the Plan.
 Riverwood International Employees Retirement Plan
    
    
    6January 1, 2009




---



##### 



1.26
    
    Member means any person included in the membership of the Plan, as provided in
Article 2.1.27
    
    Normal Retirement Age means an Employees 65th birthday.1.28
    
    Parental Leave means a period in which the Employee is absent from work
immediately following his active employment because of the Employees pregnancy, the birth of
the Employees child, or the placement of a child with the Employee in connection with the
adoption of that child by the Employee, or for purposes of caring for that child for a period
beginning immediately following birth or placement.1.29
    
    Participating Unit means every location employing non-union hourly Employees in
the United States owned or operated by the Employer, which the Board of Directors has
designated as a participating unit for purposes of the Plan, provided that the Employer has
agreed to cover the members of that unit under the Plan. Participating Units are specified in
Appendix A.1.30
    
    Part-time Employee means any Employee who, on the basis of the Employees
regularly stated work schedule, is classified as a Part-time Employee or temporary Employee by
the Employer.1.31
    
    Pension means annual payments under the Plan, as provided in Article 5.1.32
    
    Pensionable Earnings means the total cash remuneration paid to an Employee for
services rendered to the Employer during the Plan Year, determined prior to any contributions
under a qualified cash or deferred arrangement (as defined under Section 401(k) of the Code
and its applicable regulations), and prior to any contributions under a cafeteria plan (as
defined under Section 125 of the Code and its applicable regulations) or pursuant to a
qualified transportation fringe (as defined under Section 132(f) of the Code), and including
remuneration for items such as overtime, commissions, annual bonuses, profit incentive
bonuses, Presidents awards and differential wage payments (as defined in Section 3401(h)(2)
of the Code) in accordance with Section 414(u)(12) of the Code; but excluding remuneration for
items such as one-time bonuses, signing bonuses, all non-cash remuneration, living expenses,
separation pay, the Employers cost for any public or private employee benefit plan, any
remuneration received under the Employers Award for Special Merit Plan and executive
long-term cash incentive payments. If Pensionable Earnings are paid in foreign currency, they
shall be taken at par of exchange on the date paid.Except as otherwise provided in the Plan, the Pensionable Earnings for a period of absence
which is counted as Benefit Service shall be based on the Members Pensionable Earnings for
the calendar year prior to the period of absence.Pensionable Earnings shall include, for any period during which the Employee is accruing
Benefit Service under the provisions of Sections 3.02(a)(iv) and 4.04, an amount based on
the greater of:
 Riverwood International Employees Retirement Plan
    
    
    7January 1, 2009




---



##### 



(a)
    
    Pensionable Earnings received in the calendar year prior to the calendar year
in which the Member is placed on the Employers long-term disability plan, excluding
Pensionable Earnings paid in lieu of vacation or holidays; or(b)
    
    Pensionable Earnings, excluding Pensionable Earnings paid in lieu of vacation
and holidays, for the calendar year in which the Member is placed on the Employers
long-term disability plan, plus base compensation that would have been paid from the
date the Member is placed on the Employers long-term disability plan through the end
of that Plan Year.
 Pensionable Earnings of each Member taken into account in determining benefit accruals in
any Plan Year beginning after December 31, 2001 shall not exceed $200,000. The $200,000
limit on Pensionable Earnings shall be adjusted for cost-of-living increases in accordance
with Section 401(a)(17)(B) of the Code. The cost-of-living adjustment in effect for a
calendar year applies to Pensionable Earnings for the Plan Year that begins with or within
such calendar year.In determining benefit accruals for Members in Plan Years beginning after December 31, 2001,
the limit on Pensionable Earnings for Plan Years beginning before January 1, 2002,
notwithstanding anything in the Plan to the contrary other than Appendix C, shall be
$200,000.1.33
    
    Plan means the Riverwood International Employees Retirement Plan as set forth in
this document or as amended from time to time.1.34
    
    Plan Sponsormeans Graphic Packaging International, Inc., or any successor by
merger, purchase or otherwise.1.35
    
    Plan Year means the calendar year.1.36
    
    Prior Plan means the Manville Employees Retirement Plan or the Manville Forest
Products Salaried Retirement Plan, whichever is applicable, (including any predecessor plans
thereto) in force and effect for the period prior to January 1, 1992. Any reference herein to
the Prior Plan as of a certain date or for a certain period shall be deemed a reference to the
Prior Plan as then in effect.1.37
    
    Qualified Joint and Survivor Annuity means an annuity which is of Equivalent
Actuarial Value to a Pension payable as a single life annuity and which is payable for the
life of the Member with the provision that after the Members death, 50% of the amount
payable to the Member shall continue to be paid monthly during the life of, and to, the Spouse
to whom the Member was married on the earlier of his date of death or his Annuity Starting
Date.1.38
    
    Required Beginning Date means the April 1 of the calendar year following the later
of (a) the calendar year in which the Member attains age 701/2, or (b) the calendar year in
which the Member retires; provided, however, that the Required Beginning Date for a Member who
is a five percent owner (as defined in Section 1.401(a)(9)-2, Q&A-2(c) of the
 Riverwood International Employees Retirement Plan
    
    
    8January 1, 2009




---



##### 



U.S. Treasury
Department regulations) is April 1 of the calendar year following the calendar year in which
the Member attains age 701/2.1.39
    
    Retirement Committee means a committee composed of at least three persons named by
the Board of Directors to administer and supervise the Plan, as provided in Article 7.1.40
    
    Retirement Date means a Members Normal, Late, or Early Retirement Date, whichever
is applicable, as follows:
 (a)
    
    Normal Retirement Datemeans the first day of the calendar month coincident
with or next following the date a Member attains age 65.(b)
    
    Late Retirement Datemeans, in the case of a Member who continues in service
after attaining his Normal Retirement Date, the first day of the calendar month next
following the date of actual retirement.(c)
    
    Early Retirement Datemeans the first day of the calendar month next following
the date a Member shall retire after the Member has attained age 55 and has completed
10 or more years of Vesting Service.
 Notwithstanding the above, if a Member attains the applicable age requirement for a
Retirement Date on the first day of the month, the Member shall be entitled to commence
payment on the applicable Retirement Date, provided he terminates employment on the last day
of the preceding month and meets the service requirement, if applicable, on his date of
termination.1.41
    
    Severance Date means, with respect to employment with the Employer and all
Affiliated Employers, the earlier of:
 (a)
    
    The date an employee quits, retires, is discharged, or dies; or(b)
    
    The last day of an authorized leave of absence, or, if later, the first
anniversary of the date on which an employee is first absent from the service of the
Employer or an Affiliated Employer, with or without pay, for any reason such as
vacation, sickness, disability, layoff or leave of absence if the Employee does not
return to employment with the Employer or an Affiliated Employer on or before such
date.
 1.42
    
    Social Security Retirement Age means age 65 with respect to a Member who was born
before January 1, 1938; age 66 with respect to a Member who was born after December 31, 1937
and before January 1, 1955; and age 67 with respect to a Member who was born after December
31, 1954.
 1.43
    
    Spousal Consent means written consent given by a Members Spouse to an election
made by the Member which specifies the form of Pension and Beneficiary designated by the
Member. Spousal Consent shall be duly witnessed by a notary public or Plan representative,
and shall acknowledge the effect on the Spouse of the Members election. Once given, Spousal
Consent may not be revoked after the Annuity Starting Date. The
 Riverwood International Employees Retirement Plan
    
    
    9January 1, 2009




---



##### 



requirement for Spousal
Consent may be waived by the Retirement Committee if it is established to its satisfaction
that there is no Spouse, or that the Spouse cannot be located, or because of such other
circumstances as may be established by applicable law. Spousal Consent shall be applicable
only to the particular Spouse who provides such consent.1.44
    
    Spouse means a person of the opposite sex of the Member who is the Members
husband or wife as provided in the Defense of Marriage Act of 1996.1.45
    
    Suspendible Month means:
 (a)
    
    A month in which a Member who is a Full-time Employee receives payment from the
Employer or an Affiliated Employer for a least eight days of service during that month;
or(b)
    
    A four or five-week payroll period ending in a month in which the Member who is
a Part-time Employee completes at least 40 Hours of Service with the Employer.
 1.46
    
    Stability Period means the Plan Year in which occurs the Annuity Starting Date for
the distribution.
 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). 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 maximum benefit limitations under Section
4.07, Statutory Compensation shall not exceed the limitation on compensation under Section
401(a)(17) of the Code.
 1.48
    
    Trust Agreementmeans the agreement between the Plan Sponsor and the Trustee
establishing the trust, and all amendments thereto.
 1.49
    
    Trustee means the trustee holding the Funds of the Plan as provided in Article 8.
 1.50
    
    Vesting Service means service recognized for purposes of determining eligibility
for membership in the Plan and eligibility for an early retirement or vested Pension under the
Plan, as defined in Section 3.01.
 Riverwood International Employees Retirement Plan
    
    
    10January 1, 2009




---



##### 



ARTICLE 2. MEMBERSHIP
 2.01
    
    Membership RequirementsEvery Employee who was a Member immediately prior to the Effective Date shall continue to be
a Member.Prior to January 1, 2008, every person in the employ of the Employer became a Member of the
Plan as of the first day following the service computation year in which he completed
1,000 Hours of Service, provided he was then an Employee. For this purpose, service
computation year is the 12-month period beginning with the date of the Employees first
Hour of Service, if he completes at least 1,000 Hours of Service during such 12-month
period, and is any Plan Year following such date during which he completes at least 1,000
Hours of Service.Notwithstanding any provision of the Plan to the contrary, the Plan is closed to new Members
on and after January 1, 2008, except that an Employee of Graphic Packaging International,
Inc. on December 31, 2007 who was not then a Member because he had not yet met the service
requirement for eligibility to be a Member of the Plan will remain eligible to become a
Member upon completion of the service requirement as set forth in the preceding paragraph
provided that he remains continuously employed as an Employee until the date he becomes a
Member.2.02
    
    Events Affecting MembershipAn Employees membership in the Plan shall end at the Members Severance Date, unless he is
entitled to either an immediate or a deferred Pension under the Plan or during a period
while he is accruing Benefit Service under Section 3.02(a)(iv), or during a period while he
is not an Employee but is in the employ of the Employer or an Affiliated Employer; however,
no Benefit Service shall be counted for such a period, except as specifically provided in
Articles 3 and 11.2.03
    
    Membership Upon ReemploymentIf an Employees membership in the Plan ends and he again becomes an Employee, he shall
again become a Member as of his date of restoration to service as an Employee.
Notwithstanding the foregoing, any employee who incurs a termination of service either
before or on or after January 1, 2008 and is rehired as an employee by the Employer on or
after January 1, 2008 shall be ineligible to again become an active Member and shall be
ineligible to receive future accruals under the terms of the Plan on and after his date of
reemployment. Following his date of reemployment, the Accrued Benefit of such a Member
shall be determined on the basis of his Average Final Salary, Covered Compensation and
Benefit Service determined as of his prior termination of employment and under the benefit
formula in effect on that date.
 Riverwood International Employees Retirement Plan
    
    
    11January 1, 2009




---



##### 



ARTICLE 3. SERVICE
 3.01
    
    Vesting Service
 (a)
    
    Vesting Service, with respect to any Full-time Employee, shall mean the period
of employment with the Employer or an Affiliated Employer, whether or not as an
Employee, beginning on the date the Employee first completes one Hour of Service and
ending on the Employees Severance Date. If a Full-time Employees employment is
terminated and he is later reemployed within one year, the period between his
termination date and the date of his reemployment shall be included in his Vesting
Service. A Break in Service shall occur if an Employee is not reemployed within one
year after the Severance Date; provided, however, that if an Employees employment is
terminated or if the Employee is otherwise absent from work because of Parental Leave,
a Break in Service shall occur only if the Employee is not reemployed or does not
return to active service within two years of his Severance Date. All periods of
employment credited as Vesting Service shall be counted, regardless of any Break in
Service; provided, however, if an Employee who was a non-vested hourly employee
terminated employment and incurred a Break in Service of one day or longer prior to
January 1, 1976, then is reemployed by the Employer, any service credited prior to that
termination of employment shall not be restored to such Employee.(b)
    
    With respect to any Part-time Employee, a year of Vesting Service is any Plan
Year in which the Part-time Employee completes at least 1,000 Hours of Service. No
Vesting Service is counted for any Plan Year in which a Part-time Employee completes
less than 1,000 Hours of Service. All periods of employment credited as Vesting
Service shall be counted, regardless of any Break in Service; provided, however, if a
non-vested hourly employee terminated employment and incurred a Break in Service of one
day or longer prior to January 1, 1976, then is reemployed by the Employer, any service
credited prior to that termination of employment shall not be restored to such
Employee.(c)
    
    If the Employee is absent from the service of the Employer or an Affiliated
Employer because of military service of the United States (as defined in Sections
4303(13) and 4303(16) of the Uniformed Services Employment and Reemployment Rights Act
of 1994), and if the Employee returns to the service of the Employer or an Affiliated
Employer or applies to return to the service of the Employer or an Affiliated Employer
while the Employees reemployment rights are protected by law, that absence shall not
count as a Break in Service, but instead shall be counted as Vesting Service.(d)
    
    In the case of a Member who is eligible to accrue benefits under Section 4.04,
any period during which the Member is accruing Benefit Service under the provisions of
Section 4.04 shall be included in an Employees Vesting Service.
 Riverwood International Employees Retirement Plan
    
    
    12January 1, 2009




---



##### 



(e)
    
    A period of layoff and a period during which an Employee is on a leave of absence
approved by the Employer, up to one year, shall not be considered Breaks in Service.(f)
    
    If a Part-time Employee is transferred to service as a Full-time Employee during
a Plan Year, Vesting Service is counted as though the transfer occurred at the beginning
of the year. If, however, the Part-time Employee had 1,000 or more Hours of Service in
the year before being transferred, the Employee receives a full year of Vesting Service
for that year. If a Full-time Employee is transferred to service as a Part-time
Employee, Vesting Service for that calendar year is counted as though the transfer
occurred on the last day of the year.(g)
    
    For purposes of determining eligibility for membership and vesting, each of the
following periods of service shall be counted in a persons Vesting Service to the
extent that it would be recognized under paragraphs (a) through (f) above with respect
to Employees:
 (i)
    
    A period of service as an employee, but not an Employee of the
Employer;(ii)
    
    A period of service as an employee of an Affiliated Employer;
and(iii)
    
    In the case of a person who is a Leased Employee before or
after a period of service as an Employee or a period of service described in
(i) or (ii) above, a period during which he has performed services for the
Employer or an Affiliated Employer as a Leased Employee. A person who would
qualify as a Leased Employee except that he has not performed services on a
substantially full-time basis for one year shall nonetheless be deemed a Leased
Employee for purposes of this clause (iii).
 3.02
    
    Benefit ServiceFor any year, Benefit Service shall not exceed one full year less any Benefit Service
granted to the Employee for that year by any other defined benefit plan of the Employer or
an Affiliated Employer.
 (a)
    
    Benefit Service shall include:
 (i)
    
    The period of employment with the Employer beginning on the
date the Member first completes an Hour of Service and ending on the Members
Severance Date, subject to the rules contained in this Section 3.02.(ii)
    
    Any period of absence from service with the Employer due to
service in the uniformed services of the United States which is counted in a
Members Vesting Service, as provided in Section 3.01(c).(iii)
    
    Any period during which an Employee is on an approved leave of
absence, including Parental Leave and layoff, up to one year.
 Riverwood International Employees Retirement Plan
    
    
    13January 1, 2009




---



##### 



(iv)
    
    Any period during which a Member is accruing Benefit Service
under the provisions of Section 4.04.(v)
    
    Any period between a Severance Date and a reemployment date
which is counted as Vesting Service as provided in Section 3.01(a).(vi)
    
    Any period credited as Benefit Service for transferred
Employees as provided in Article 11.(vii)
    
    Any period credited as Benefit Service for a Member under the
Manville Plan prior to January 1, 1992, provided such Member was an Employee as
of January 1, 1992.
 (b)
    
    Benefit Service shall exclude:
 (i)
    
    Any period in which a Member is not an Employee, except as may
otherwise be provided in Article 11 or Appendix A.(ii)
    
    Any Benefit Service credited prior to a Break in Service of one
day or longer prior to January 1, 1976, for an Employee who was a non-vested
hourly employee.(iii)
    
    All part-time and temporary service prior to January 1, 1976.(iv)
    
    Any period excluded under the provisions of Section 3.03(e).
 3.03
    
    Restoration to Service
 (a)
    
    If a Member in receipt of a Pension is restored to service with the Employer or
an Affiliated Employer as an Employee, the following shall apply:
 (i)
    
    The Pension payable to such Member shall cease (unless the
provisions of Section 5.04(b) are applicable), and any election of an optional
benefit in effect shall be void. In accordance with the provisions of Section
4.06, if the Member should die in active service, a benefit shall be paid to
the Members surviving Spouse based on the Members Accrued Benefit at death
(including any additional Pension such Member accrues after his restoration to
service).(ii)
    
    Any Vesting Service and Benefit Service to which the Member was
entitled when he retired or terminated service shall be restored to him.(iii)
    
    Upon subsequent retirement or termination of service, the
Members Pension shall be based on the benefit formula then in effect and on
the Members Pensionable Earnings and Benefit Service both before and after the
period during which such Member was not in the service of the Employer, reduced
by the Equivalent Actuarial Value of the Pension, if
 Riverwood International Employees Retirement Plan
    
    
    14January 1, 2009




---



##### 



any, the Member received both before the date of his restoration to service
and before his Normal Retirement Date (determined in the manner prescribed
in Section 1.16(a) as of the date of subsequent termination).(iv)
    
    The part of the Members Pension upon subsequent retirement
payable with respect to Benefit Service rendered before his previous retirement
or termination of service shall never be less than the amount of the Members
previous Pension, but modified to reflect any option in effect on subsequent
retirement.(v)
    
    Upon later retirement of a Member in service after his Normal
Retirement Date, payment of the Members Pension shall resume effective as of
the first day of the month following such retirement, payable no later than the
third month after the latest Suspendible Month during the period of
restoration, and shall be adjusted, if necessary, in compliance with Title 29
of the Code of Federal Regulations, Section 2530.203-3, in a consistent and
nondiscriminatory manner.
 (b)
    
    If a Member entitled to but not in receipt of a Pension, or a former Member who
did not receive a lump sum settlement, is restored to service, his Vesting Service and
Benefit Service shall be determined as provided in Sections 3.01 and 3.02. If such
former Member is restored to service as an Employee, he shall again become a Member as
of his date of restoration to service.(c)
    
    If a former Member who received a lump sum settlement in lieu of a Pension is
restored to service with the Employer, the following shall apply:
 (i)
    
    Any Benefit Service to which the Member was entitled at the
time of his termination of service shall be restored to him.(ii)
    
    Upon the later termination or retirement of a Member whose
previous Benefit Service has been restored under this paragraph (c), his
Pension shall be based on the benefit formula then in effect and on his
Pensionable Earnings and Benefit Service before and after the period when he
was not in the service of the Employer, and shall be reduced by the Equivalent
Actuarial Value of the lump sum settlement. Equivalent Actuarial Value for
this purpose shall be determined in the manner prescribed in Section 1.16(a) as
of the date of distribution.
 (d)
    
    In the event a Member of the Plan ceases to be an employee of the Employer due
to the divestiture of a subsidiary, division or Affiliated Employer, and such Members
accrued normal retirement Pension at that date becomes an obligation of a successor
employers retirement plan due to a transfer of both Trust assets and Plan liabilities
to the successor employers retirement plan and trust, then upon rehire by the Employer
or an Affiliated Employer, such Members normal retirement Pension computed under
Section 4.01 of the Plan shall not include any Benefit Service earned prior to the date
of such divestiture.
 Riverwood International Employees Retirement Plan
    
    
    15January 1, 2009




---



##### 



(e)
    
    Notwithstanding the preceding provisions of this Section 3.03, in the event an
employees date of reemployment occurs on or after January 1, 2008, he shall be
ineligible to again become an active Member and shall be ineligible to receive future
accruals or Benefit Service under the terms of the Plan on and after his date of
reemployment.
 3.04
    
    Special Provisions for Members With Service at Acquired Companies
 (a)
    
    The Board of Directors shall determine the extent, if any, to which Vesting
Service and Benefit Service shall count for service rendered by any employee while in
the employ of any acquired company prior to its acquisition by the Employer.(b)
    
    Any Member whose pre-acquisition service is included as Benefit Service under
Section 3.02 shall have his retirement Pension computed under Section 4.01 reduced by
any Accrued Benefit earned under any other qualified defined benefit pension plan for
the same period of service, provided no assets were transferred to the Employer for
such benefits.
 Riverwood International Employees Retirement Plan
    
    
    16January 1, 2009




---



##### 



ARTICLE 4. ELIGIBILITY FOR AND AMOUNT OF BENEFITS
 4.01
    
    Normal Retirement
 (a)
    
    Eligibility. The right of a Member to receive his normal retirement
Pension shall be nonforfeitable as of his Normal Retirement Age. A Member may retire
from service on a normal retirement Pension beginning on his Normal Retirement Date, or
he may remain in service in which event the provisions of Section 4.02 shall be
applicable.(b)
    
    Commencement. The normal retirement Pension shall commence effective as
of the Members Normal Retirement Date unless the Member elects to postpone the
commencement of his benefit until the first day of any later month. However, in no
event shall a Members Pension commence later than his Required Beginning Date. Pension
checks are issued at the end of each month for which payment is due.(c)
    
    Amount. Subject to the provisions of Section 5.01, the annual normal
retirement Pension payable upon retirement on a Members Normal Retirement Date shall
be equal to the sum of (i), (ii), (iii), (iv) and (v), but not less than (vi):
 (i)
    
    0.90% of Average Final Salary up to Covered Compensation plus
1.40% of Average Final Salary in excess of Covered Compensation multiplied by
Benefit Service up to 35 years.(ii)
    
    1.20% of Average Final Salary multiplied by Benefit Service in
excess of 35 years.(iii)
    
    2.5% of the Employees Accumulated Contributions (as defined
in Appendix E), if any, together with interest at the rate of 5% per year
compounded annually from January 1, 1986 to the Annuity Starting Date.(iv)
    
    For any Member identified in Appendix C, the annual amount
corresponding to such Member as set forth in such Appendix C.(v)
    
    For any Member identified in Appendix D, the annual amount
corresponding to such Member as set forth in such Appendix D.(vi)
    
    For any Member who is credited with Benefit Service for any
Plan Year beginning after December 31, 1999 under either the Plan or the Hourly
Plan, the minimum annual normal retirement Pension shall be $300 multiplied by
the number of years of the Members Benefit Service, but not less than $1,200.
 However, the annual normal retirement Pension shall never be less than the greatest
annual amount of reduced early retirement Pension which the Member could have
received under Section 4.03 before his Normal Retirement Date, except to the extent
permitted by law.
 Riverwood International Employees Retirement Plan
    
    
    17January 1, 2009




---



##### 



With respect to a Member who terminates employment after December 31, 2001, and who
is affected by the $200,000 limitation on Pensionable Earnings as provided in
Section 1.32, the annual normal retirement Pension shall be equal to the greater of
(i) the Members Pension calculated under the provisions of the Plan as determined
with regard to such imposition or (ii) a Pension equal to the Members Accrued
Benefit determined as of December 31, 1993, plus the Members Accrued Benefit based
solely on service after such date under the provisions of the Plan as determined
with regard to such imposition. For this purpose, the Accrued Benefit determined as
of December 31, 1993 shall be equal to the greater of (iii) the Members Accrued
Benefit determined as of December 31, 1993 as determined with regard to the $200,000
limitation on Pensionable Earnings provided in Section 1.32 (effective before
January 1, 1994) or (iv) the Members Accrued Benefit determined as of December 31,
1998 (under the terms of the Plan then in effect) plus the Members Accrued Benefit
based solely on service after such date under the provisions of the Plan as
determined with regard to such limitation.Certain Accrued Benefits for Members of the Manville Plan as of December 31, 1988,
are minimum benefits under the Plan and are specified in Appendix B.In no event shall a Members normal retirement Pension be less than the Members
Accrued Benefit determined as of December 31, 2006 under the provisions of the Plan
then in effect. With respect to a Member accruing Benefit Service under the
provisions of Section 4.04 as of December 31, 2006, such Members Accrued Benefit as
of December 31, 2006 shall be computed on the basis of Covered Compensation frozen
as of the date the Member became Disabled (determined under the terms of the Plan
and applicable law as in effect on that date).In the event a Member retires on his Normal Retirement Date but defers payment to a
later date under the provisions of paragraph (b) above, the Members Pension payable
upon the later commencement date shall be of Equivalent Actuarial Value to the
Pension otherwise payable as of his Normal Retirement Date.
 4.02
    
    Late Retirement
 (a)
    
    Eligibility. In the event a Member remains in service after his Normal
Retirement Date, no Pension shall be payable during such continuance in service,
subject to the provisions of Section 5.04(b). Upon retirement on a Late Retirement
Date, such Member shall be eligible to receive a monthly late retirement Pension.(b)
    
    Commencement. The late retirement Pension shall commence effective as
of the Members Late Retirement Date unless the Member elects to postpone the
commencement of his Pension until the first day of any later month. However, in no
event shall a Members Pension commence later than his Required Beginning Date. Pension
checks are issued at the end of each month for which payment is due.
 Riverwood International Employees Retirement Plan
    
    
    18January 1, 2009




---



##### 



(c)
    
    Amount. Subject to the following provisions of this paragraph (c) and
Section 5.01(b), the Members late retirement Pension shall be an immediate Pension
beginning as of the Members Late Retirement Date and shall be equal to (i) the amount
determined in accordance with Section 4.01(c) based on the Members Benefit Service,
Average Final Salary and Covered Compensation as of his Late Retirement Date, or, if
greater, (ii) an amount of Equivalent Actuarial Value to the Pension to which the
Member would have been entitled under Section 4.01(c) if he had retired on his Normal
Retirement Date, recomputed as of the first day of each subsequent Plan Year (and as of
his actual Late Retirement Date) as if each such date were the Members Late Retirement
Date. In the event a Member retires on a Late Retirement Date but defers payment to a
later date under the provisions of paragraph (b) above, the Members Pension payable
upon the later commencement date shall be of Equivalent Actuarial Value to the Pension
otherwise payable as of his Late Retirement Date.
 4.03
    
    Early Retirement
 (a)
    
    Eligibility. A Member who terminates employment with the Employer and
all Affiliated Employers on or after his 55th birthday and before his Normal Retirement
Date and is credited with at least ten years of Vesting Service shall be entitled to
receive an early retirement Pension.(b)
    
    Commencement. The early retirement Pension shall be a deferred
Pension commencing as of the Members Normal Retirement Date. However, the Member may
elect to receive a reduced early retirement Pension effective as of the first day of
any earlier month following the Members termination of employment, provided that an
election of an early payment date shall be subject to the notice and timing
requirements set forth in Section 5.03. Alternatively, the Member may elect to
postpone commencement of his early retirement Pension to the first day of any month
following his Normal Retirement Date, but in no event later than his Required
Beginning Date. Pension checks are issued at the end of each month for which payment
is due.(c)
    
    Amount. Subject to the provisions of Section 5.01(b), the monthly
amount of the Members early retirement Pension payable as of his Normal Retirement
Date shall be equal to his Accrued Benefit determined as of the date of the Members
retirement. In the event the Member elects to defer commencement of his early
retirement Pension beyond his Normal Retirement Date, the Members Pension shall be of
Equivalent Actuarial Value to the Pension otherwise payable as of his Normal Retirement
Date. In the event a Member elects to commence payment prior to his Normal Retirement
Date, the Members Pension payable as of the earlier commencement date shall be equal
to his Accrued Benefit reduced by 5/12 of 1% for each month by which the commencement
date of the Members early retirement Pension precedes his Normal Retirement Date;
provided, however, if the Member shall have 25 years of Vesting Service at his date of
retirement, the Members early retirement Pension shall be equal to the deferred
Pension reduced by 5/12 of 1% for each month by which the commencement date of the
Members early retirement Pension precedes the first day of the calendar month
coincident
 Riverwood International Employees Retirement Plan
    
    
    19January 1, 2009




---



##### 



with or immediately following the Members 62nd birthday. Notwithstanding the
foregoing, in no event shall the Members early retirement Pension commencing prior
to his Normal Retirement Date be less than the Pension to which the Member would
have been entitled under this Section based on his Accrued Benefit as of December
31, 2006 and payable at the earlier commencement date under the terms of the Plan as
in effect on December 31, 2006.
 4.04
    
    Disability Benefit
 (a)
    
    Eligibility. A Member who terminates from employment with the Employer
and all Affiliated Employers as an Employee on account of Disability shall be entitled
to benefits as provided in this Section. A Member must file an application requesting
a determination of Disability with the Retirement Committee prior to the Employees
termination of employment(b)
    
    Commencement and Duration. In the event the Member remains Disabled
until his Normal Retirement Date, he shall be entitled to a Pension payable in monthly
installments commencing as of his Normal Retirement Date or effective as of such later
date as of which the Member ceases to accrue Benefit Service under the provisions of
paragraph (c) below. If the Members Disability ceases prior to the Members Normal
Retirement Date, the Members entitlement to benefits under this Plan shall be
determined as provided under paragraph (c) below. A Member may also elect to postpone
commencement of his Pension in accordance with the provisions of Section 4.01(b).
However, payment shall commence no later than the Members Required Beginning Date.(c)
    
    Amount. The amount of the Pension payable to a Member entitled to
benefits under this Section shall be determined by (i) considering Benefit Service as
if the Members Benefit Service continued uninterrupted to the earlier of the date the
Members Disability ceases or the Members Normal Retirement Date, provided, however,
if the Member becomes Disabled after attaining age 60, the Member shall be entitled to
accrue Benefit Service for a period of up to five years provided he remains Disabled
during that period, (ii) using the benefit formula as stated in Section 4.01(c) in
effect on the date the Member ceases to accrue Benefit Service under clause (i), and
(iii) using Covered Compensation frozen as of the date the Member became Disabled
(determined under the terms of the Plan and applicable law as in effect on that date).In the event a Member who becomes Disabled after age 60 ceases to be eligible for
payments under the Employers long-term disability plan on account of age, the
Retirement Committee shall determine the Members continued disability for the
period of time during which he may accrue Benefit Service under (i) above, based on
such medical evidence as the Retirement Committee shall require in accordance with
such uniform rules as it shall adopt and by applying the same definition of
disability as contained under the Employers long-term disability plan. In the
event such Member continues to accrue Benefit Service after his Required Beginning
Date, his Pension shall be recomputed as of the end of each Plan Year following his
Required Beginning Date (and as of the date he ceases
 Riverwood International Employees Retirement Plan
    
    
    20January 1, 2009




---



##### 



benefit accruals) to reflect additional accruals. The Members recomputed Pension
shall be reduced by the Equivalent Actuarial Value of the total payments of his
Pension paid prior to such recomputation to arrive at his Pension payable following
the recomputation (provided no reduction shall reduce a Members Pension below the
amount of Pension payable to the Member prior to the recomputation).If the Members Disability ceases before the Members Normal Retirement Date, the
Member shall cease to accrue any further benefits under this Section as of the date
he ceases to be Disabled and his Pension shall be determined under Section 4.03 or
4.05, as applicable, but based on Covered Compensation frozen as of the date the
Member became Disabled (determined under the terms of the Plan and applicable law as
in effect on that date), and including the Benefit Service the Member accrued during
the period the Member was receiving benefits under the Employers long-term
disability plan or, if applicable, would be receiving benefits but for a long-term
disability plan age-based limitation on benefits which is different than the
age-based limitation described in the preceding paragraph.(d)
    
    Election of Benefit Commencement In Lieu of Continued Accruals.Notwithstanding the preceding provisions of this Section 4.04, if a Member who is
accruing Benefit Service under the provisions of this Section meets the requirements
to commence payment of a Pension under the provisions of Section 4.01, 4.02, 4.03,
or 4.05 (including Vesting Service credited under this Section) as of the day before
the Members Annuity Starting Date, the Member may elect to cease further benefit
accruals under the preceding provisions of this Section 4.04 and, in lieu thereof,
elect to commence payment of a Pension under the provisions of Section 4.01, 4.02,
4.03, or 4.05. The amount of the Pension for a Member who elects to commence
payments under this paragraph shall be determined using Covered Compensation frozen
as of the date the Member became Disabled (determined under the terms of the Plan
and applicable law as in effect on that date) and on the basis of the Members
Average Final Salary and Benefit Service as of the date the Member ceases to accrue
further accruals under this Section. The Members early retirement Pension or
vested Pension shall be reduced to reflect its commencement prior to the Members
Normal Retirement Date in accordance with the provisions of Section 4.03 or 4.05, as
applicable. In the event payment commences after the Members Normal Retirement
Date, the Members Pension shall be determined in accordance with the provisions of
Section 4.02.
 4.05
    
    Vested Pension
 (a)
    
    Eligibility. A Member shall be 100 percent vested in, and have a
nonforfeitable right to his Accrued Benefit upon completion of five years of Vesting
Service or, solely with respect to an employee hired by the Employer prior to January
1, 2007, the attainment of age 55. If the Members employment with the Employer and
all Affiliated Employers is terminated for reasons other than retirement or death after
he is 100% vested, the Member shall be eligible for a vested Pension after the
Retirement Committee receives his written application for the Pension.
 Riverwood International Employees Retirement Plan
    
    
    21January 1, 2009




---



##### 



(b)
    
    Commencement. The vested Pension shall be an unreduced deferred
Pension beginning as of the Members Normal Retirement Date. However, a Member may
elect to receive a reduced vested Pension effective as of the first day of any earlier
month coincident with or following the date he attains age 55, (or, if the Member was
a member of the Manville Plan prior to January 1, 1989, the date he attains age 50)
provided that an election of an early payment date shall be subject to the notice and
timing requirements set forth in Section 5.03. Alternatively, a Member may elect to
postpone commencement of his vested Pension to the first day of any month following
his Normal Retirement Date, but not later than his Required Beginning Date. Pension
checks are issued at the end of each month for which payment is due.(c)
    
    Amount. Subject to Section 5.01(b), the amount of a Members vested
Pension payable as of his Normal Retirement Date shall be equal to his Accrued Benefit
determined as of the date of the Members termination of employment. If the vested
Pension commences after the Members Normal Retirement Date, the Pension shall be of
Equivalent Actuarial Value to the Pension otherwise payable at the Members Normal
Retirement Date. If payment of the vested Pension commences before the Members Normal
Retirement Date, the Members vested Pension shall be the Accrued Benefit multiplied by
the appropriate factor from the following schedule:
 Age Pension
    
    PercentCommences
    
    Payable50
    
    26%51
    
    2852
    
    3053
    
    3354
55
    
    36
3956
    
    4257
    
    4658
    
    5059
    
    5560
    
    6161
    
    6762
    
    7463
    
    8164
    
    90
  Riverwood International Employees Retirement Plan 
January 1, 2009
    
    22




---



##### 



4.06
    
    Surviving Spouses Pension
 (a)
    
    Eligibility. The surviving Spouse of a married Member shall be
eligible for a surviving Spouses Pension if such married Member dies before his
Annuity Starting Date:
 (i)
    
    In active service after he has completed the requirements for a
normal retirement Pension under Section 4.01; a late retirement Pension under
Section 4.02; or an early retirement Pension under Section 4.03; or(ii)
    
    After retiring with entitlement to a normal retirement Pension
under Section 4.01; a late retirement Pension under Section 4.02; or an early
retirement Pension under Section 4.03; or(iii)
    
    Either in active service or after terminating service on or
after January 1, 1976, but in either event with entitlement to a vested Pension
under Section 4.05; or(iv)
    
    While accruing benefits under the provisions of Section 4.04
and after accruing five years of Vesting Service.
 (b)
    
    Commencement. Payment of the surviving Spouses Pension to the Spouse
shall commence as of the Members Normal Retirement Date or as of the first day of the
month coincident with or next following his date of death, if later. Notwithstanding
the foregoing, the surviving Spouse may elect to commence payment of the surviving
Spouses Pension effective as of the first day of any earlier month coincident with or
following the earliest date the Member could have elected to commence benefit payments
or the first day of any month coincident with or following his date of death, if later,
or the surviving Spouse may elect to defer payments up to the first day of any month
following the Members Normal Retirement Date, but not later than the end of the
calendar year in which the deceased Member would have attained age 701/2. Pension checks
are issued at the end of each month for which payment is due.(c)
    
    Amount. The amount of the monthly surviving Spouses Pension payable
to the Members Spouse shall be equal to the Pension that would have been payable to
his Spouse if the Member had elected to have his Pension commence in the form of a
Qualified Joint and Survivor Annuity on his Normal Retirement Date or upon his date of
death, if later.However, if within the 90-day period prior to his Annuity Starting Date a Member has
elected an optional form of payment which provides for monthly payments to the
Members Spouse for life in an amount equal to at least 50 percent but not more than
100 percent of the monthly amount payable under the option for the life of the
Member and such option is of Equivalent Actuarial Value to the Qualified Joint and
Survivor Annuity, such optional form of payment shall be used for computing the
surviving Spouses Pension instead of the Qualified Joint and
 Riverwood International Employees Retirement Plan
    
    
    23January 1, 2009




---



##### 



Survivor Annuity. Further, a Member who dies after qualifying for an early,
normal or late retirement Pension shall be deemed to have elected a Qualified Joint
and 100% Survivor Annuity and the amount of the survivor annuity calculated under
this paragraph shall be calculated on that basis.In any case in which the surviving Spouses Pension commences (in accordance with
paragraph (b) above) prior to the Members Normal Retirement Date, the amount of the
surviving Spouses Pension shall be adjusted to reflect a reduction for early
commencement equivalent to the reduction that would have been applied in determining
the amount of the Members Pension under the provisions of Section 4.03 or 4.05, as
applicable, had the Member begun to receive his Pension as of such commencement
date. If a Member dies after he has reached his 55th birthday and completed at least
25 years of Vesting Service, the Pension payable to his surviving Spouse shall be
increased if the Spouse postpones payment beyond the date the Member would have
attained age 62. The Spouses Pension otherwise payable at the date the Member would
have attained age 62 shall be increased by 0.25% per month for every month that the
postponed commencement date follows the first day of the month after the Member
would have attained his 62nd birthday up to the Members Normal Retirement Date.In any case in which the surviving Spouse elects to defer commencement after the
Members Normal Retirement Date, the surviving Spouses Pension shall be of
Equivalent Actuarial Value to the benefit otherwise payable to the Spouse at the
later of the Members Normal Retirement Date (taking into account the adjustment
provided for in the preceding paragraph, if applicable) or the earliest date the
Spouse was eligible to commence payment.If the Members death occurred while he was accruing benefits under Section 4.04,
the surviving Spouses Pension (i) shall be based on the Members Accrued Benefit at
his date of death determined by using Covered Compensation as of the date the Member
became Disabled, and Average Final Salary and Benefit Service as of his date of
death including the period during which the Member was accruing Benefit Service
under Section 4.04; and, if applicable, (ii) shall be reduced for early commencement
based on the reduction that would apply if the Members Pension had commenced on the
commencement date elected by the Spouse.In the event a Member dies on or after January 1, 2007, while in qualified military
service and while his reemployment rights are protected under law, the surviving
Spouses Pension shall be calculated 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.
 Riverwood International Employees Retirement Plan
    
    
    24January 1, 2009




---



##### 



(d)
    
    Small Lump Sum Payment. Notwithstanding the preceding provisions of this
Section, a lump sum payment of Equivalent Actuarial Value shall be paid to the Spouse
in lieu of the monthly Pension if the present value of the Spouses Pension payable as
of the Members Normal Retirement Date or date of death, if later, amounts to $5,000 or
less. The lump sum payment shall be made as soon as practicable following the Members
date of death. In no event shall a lump sum payment be made following the date Pension
payments have commenced to the Spouse as an annuity.
 4.07
    
    Maximum Benefit Limitation
 (a)
    
    Maximum Pension. Notwithstanding any provisions of the Plan to the
contrary, the benefits accrued by and payable to or on behalf of a Member under the
Plan shall be subject to the maximum limitations set forth in Section 415 of the Code
and any regulations or rulings issued thereunder. The increased limitations of Section
415(b) of the Code effective on and after January 1, 2002 shall apply solely to
employees participating in the Plan who have one Hour of Service on or after January 1,
2002.(b)
    
    Adjustment of Benefit and Maximum Dollar Limitation. If the benefit
payable under the Plan would (but for this Section) exceed the limitations of Section
415 of the Code by reason of a benefit payable under another defined benefit plan
aggregated with this Plan under Section 415(f) of the Code, the benefit under this Plan
shall be reduced to the extent necessary to comply with the provisions of Section 415
of the Code. As of January 1 of each calendar year beginning on or after January 1,
2002, the maximum dollar limitation shall be adjusted as indexed, pursuant to Section
415(d) of the Code. Such adjustment of the maximum dollar limitation shall not apply
to Members who terminated employment prior to the effective date of the adjustment.(c)
    
    Limitation Year. For purposes of this Section, the limitation year
shall be the calendar year.(d)
    
    Definition of Compensation. The term compensation for purposes of
applying the applicable limitations under Section 415 of the Code with respect to any
Member shall mean Statutory Compensation.
 Riverwood International Employees Retirement Plan
    
    
    25January 1, 2009




---



##### 



ARTICLE 5. PAYMENT OF PENSIONS
 5.01
    
    Normal Form of Payment
 (a)
    
    Unmarried Member. If a Member is not married on his Annuity Starting
Date, his Pension shall be payable in the form of a single life annuity and shall be
payable in monthly installments on or about the last business day of each month ending
with the last monthly payment for the month in which his death occurs, unless the
Member has elected an optional benefit as provided in Section 5.02.(b)
    
    Married Member. If a Member is married on his Annuity Starting Date,
the monthly Pension shall be payable as a Qualified Joint and Survivor Annuity, unless
the Member has elected an optional benefit as provided in Section 5.02.
Notwithstanding the foregoing, in no event shall the Members benefit under the form of
payment in this paragraph (b) be less than the amount payable under such form of
payment on his Annuity Starting Date based on his Accrued Benefit as of December 31,
2006 and based on the terms of the Plan in effect on December 31, 2006 (including the
actuarial equivalent factors in effect as of that date).(c)
    
    Cash-Outs. Notwithstanding any provision of the Plan to the contrary,
if the Equivalent Actuarial Value of the Pension payable to a Member from the Plan
determined as of his Normal Retirement Date or actual termination of employment, if
later, is $5,000 or less, such Pension shall be paid in a lump sum which is the
Equivalent Actuarial Value of such Pension. The lump sum payment shall be made as soon
as administratively practicable following the Members Severance Date, provided the
Members Pension has not commenced in the form of an annuity. In the event a Member is
not entitled to any Pension upon his Severance Date, he shall be deemed cashed out as
of the date he terminates employment and shall forfeit any benefit under the Plan.
However, if a Member described in the preceding sentence is subsequently reemployed by
the Employer or Affiliated Employer, the provisions of Section 3.03 shall apply to him
without regard to such sentence.
 5.02
    
    Optional Forms of PaymentSubject to the provisions of Section 5.03, a Member may elect to convert the Pension
otherwise payable to him into an optional Pension of Equivalent Actuarial Value, as provided
in one of the options named below:
 (a)
    
    Option 1  Single Life AnnuityA monthly Pension shall be paid during the life of the Member with no Pension
payable after his death.
 Riverwood International Employees Retirement Plan
    
    
    26January 1, 2009




---



##### 



(b)
    
    Option 2  100% Joint and Survivor AnnuityA reduced monthly Pension shall be paid during the life of the Member and after his
death, 100% of such reduced monthly Pension shall be continued during the life of
and shall be paid to the Members Beneficiary.(c)
    
    Option 3  75% Joint and Survivor AnnuityA reduced monthly Pension shall be paid during the life of the Member and after his
death, a monthly payment equal to 75% of such reduced monthly Pension shall be
continued during the life of and shall be paid to the Members Beneficiary.(d)
    
    Option 4  50% Joint and Survivor AnnuityA reduced monthly Pension shall be paid during the life of the Member and after his
death, a monthly payment equal to 50% of such reduced monthly Pension shall be
continued during the life of and shall be paid to the Members Beneficiary.(e)
    
    Option 5  25% Joint and Survivor AnnuityA reduced monthly Pension shall be paid during the life of the Member and after his
death, a monthly payment equal to 25% of such reduced monthly Pension shall be
continued during the life of and shall be paid to the Members Beneficiary.(f)
    
    Option 6  10 Years Certain and Life AnnuityA monthly Pension shall be paid during the life of the Member and payments shall be
guaranteed to be made for a minimum period of ten years. In the event of the death
of the Member after the Annuity Starting Date, but before the Members receipt of
monthly Pension payments for ten years, the remainder of such payments shall be made
to the Members Beneficiary. In the event such Beneficiary is not living at the date
of the Members death, the residual value of those remaining monthly payments
payable under this paragraph shall be paid to the Members estate. If the
designated Beneficiary should die after receiving at least one payment, and if
further payments are due after the death of the designated Beneficiary, the further
payments shall be made to any person(s) designated by the Member as an alternate
Beneficiary or, in the absence of an alternate surviving Beneficiary, the residual
value shall be paid to the estate of the last surviving Beneficiary in one lump sum.
The residual value shall be determined on the basis of an interest rate of 120
percent of the mid-term Applicable Federal Rate for the first month of the
applicable Plan Year, compounded annually.
 Riverwood International Employees Retirement Plan
    
    
    27January 1, 2009




---



##### 



(g)
    
    Option 7  Level Income Option.Under the level income option, a Member who retires when eligible for an early
retirement Pension or terminates employment with eligibility for a vested Pension
and whose Annuity Starting Date precedes the Members 62nd birthday may
elect to receive a retirement Pension of Equivalent Actuarial Value beginning as of
the Members Annuity Starting Date and continuing to the first day of the month in
which the Members death occurs. Payments will be made monthly at one rate until a
Member becomes eligible for a primary Social Security benefit (age 62) (the
changeover date), and at a lower rate thereafter.The difference between the amount payable before and after the changeover date will
approximate the old age benefit estimated by the Retirement Committee to be payable
to the Member under the Social Security Act on the changeover date, as if payment of
such benefit were to begin on the changeover date. Unless the Member provides the
Retirement Committee with documentation of the Members salary history, the old age
benefit will be estimated in accordance with uniform, nondiscriminatory rules based
on the following assumptions: (A) the Member continued to receive earnings between
the date of his termination of employment with the Employer and the Members
changeover date in an amount equal to the full calendar year pay immediately prior
to his termination of employment, and (B) the Members earnings before the full
calendar year immediately prior to his termination of employment will be projected
backward by applying a salary scale which equals the change in national average
wages from year to year as determined by the Social Security Administration.
   5.03
    
    Election of Options
 (a)
    
    Spousal Consent. A married Members election of any option shall only
be effective if Spousal Consent to the election is received by the Retirement
Committee, unless:
 (i)
    
    the option provides for monthly payments to his Spouse for life
after the Members death, in an amount equal to at least 50%, but not more than
100%, of the monthly amount payable under the option to the Member, and(ii)
    
    the option is of Equivalent Actuarial Value to the Qualified
Joint and Survivor Annuity.
 Riverwood International Employees Retirement Plan
    
    
    28January 1, 2009




---



##### 



(b)
    
    Notice. The Retirement Committee shall furnish to each Member a written
notice explaining in nontechnical language the terms and conditions of the Pension
payable to the Member in the optional forms described in Section 5.02. Such
explanation shall include a general description of the eligibility conditions for, and
the material features and relative values of, the optional forms of Pensions under the
Plan, any rights the Member may have to defer commencement of his Pension, the
consequences of the Members failure to defer, the requirement for Spousal Consent as
provided in paragraph (a), and the right of the Member to make, and to revoke,
elections under this Section. Generally, the notice shall be provided not less than 30
days and no more than 90 days before the Members Annuity Starting Date, provided,
however, the notice may be furnished after the Annuity Starting Date if the written
notice as described above was not provided on a timely basis (i) due to an
administrative error determined by the Retirement Committee on a basis uniformly
applicable to all Members similarly situated, or (ii) due to an involuntary termination
of employment.(c)
    
    Timing of Election. An election of an optional form shall be made on a
form provided by the Retirement Committee and may be made at any time during the period
beginning on the date the Member receives the notice and ending on the Members Annuity
Starting Date. Notwithstanding the foregoing, an election received after the Annuity
Starting Date shall be deemed to have been made within the election period if (i) the
written explanation described in paragraph (b) is provided to the Member at least 30
days before the Annuity Starting Date, (ii) the Members election is made and notarized
before the Annuity Starting Date, and (iii) the Members completed election form is
received by the Retirement Committee within 90 days after the date the written
explanation is provided to the Member.Notwithstanding the foregoing, a Member (i) whose employment is involuntarily
terminated by the Employer or (ii) whose receipt of the written notice was delayed
due to administrative error as provided under paragraph (b) above, may, after having
received the notice, affirmatively elect to have his Pension commence sooner than 30
days following his receipt of the notice, provided all of the following requirements
are met:
 (i)
    
    the Retirement Committee clearly informs the Member that he has
a period of at least 30 days after receiving the notice to decide when to have
his benefits begin, and, if applicable, to choose a particular optional form of
payment;(ii)
    
    the Member affirmatively elects a date for his Pension to begin
and, if applicable, an optional form of payment, after receiving the notice;(iii)
    
    the Member is permitted to revoke his election until the later of his
Annuity Starting Date or at any time prior to the commencement of benefit
payments;
 Riverwood International Employees Retirement Plan
    
    
    29January 1, 2009




---



##### 



(iv)
    
    payment does not commence sooner than seven days following the
day after the notice is received by the Member, nor more than 90 days following
the day after the notice is received by the Member (except that the 90-day
period may be extended due to administrative delay); and(v)
    
    in the event the Member elects an Annuity Starting Date that
precedes the date he received the notice (the retroactive Annuity Starting
Date) under the provisions of paragraph (b) above, the following requirements
are met:
 (A)
    
    with respect to an election made by a Member
who is involuntarily terminated by the Employer, the retroactive
Annuity Starting Date is within the 120-day period following the
Members termination of employment with the Employer and all Affiliated
Employers;(B)
    
    the Members benefit, including any interest
adjustment, must satisfy the provisions of Section 415 of the Code,
both at the retroactive Annuity Starting Date and at the actual
commencement date, except that if the form of payment is not subject to
the provisions of Section 417(e)(3) of the Code and payments commence
within 12 months of the Members retroactive Annuity Starting Date, the
provisions of Section 415 of the Code need only be satisfied as of the
retroactive Annuity Starting Date;(C)
    
    if payment is made in the form of an annuity
that is not subject to the provisions of Section 417(e)(3) of the Code,
a payment equal in amount to the sum of the monthly payments that the
Member would have received during the period commencing on his
retroactive Annuity Starting Date and ending with the month preceding
his actual commencement date, plus interest at the rate of 120 percent
of the mid-term Applicable Federal Rate for the
first month of the applicable Plan Year, compounded annually, shall
be paid to the Member on his actual commencement date;(D)
    
    Spousal Consent to the retroactive Annuity
Starting Date is required for such election to be effective unless:
 (I)
    
    the amount of the survivor
annuity payable to the Spouse determined as of the retroactive
Annuity Starting Date under the form elected by the Member is no
less than the amount the Spouse would have received under the
Qualified Joint and Survivor Annuity if the date payments
commence were substituted for the retroactive Annuity Starting
Date; or(II)
    
    the Members Spouse on his
retroactive Annuity Starting Date is not his Spouse on his
actual commencement date and is not treated as his Spouse under
a qualified domestic relations order; and
 Riverwood International Employees Retirement Plan
    
    
    30January 1, 2009




---



##### 



(E)
    
    if the Member elects payment in the form of
payment subject to the provisions of Section 417(e)(3) of the Code:
 (I)
    
    the monthly amount shall not be
less than the amount that would have been paid in the same form
on the retroactive Annuity Starting Date if the benefit amount
had been calculated using the IRS Interest Rate and the IRS
Mortality Table in effect on the actual commencement date; and(II)
    
    interest shall be credited in the
same manner as described under clause (C) above.
 (d)
    
    Revocation of Election. An election of an option may be revoked on a form
provided by the Retirement Committee, and subsequent elections and revocations may be
made at any time during the election period described above. An election of an
optional benefit shall be effective on the Members Annuity Starting Date and may not
be modified after his Annuity Starting Date unless otherwise provided in paragraph (c)
above. A revocation of any election shall be effective when the completed form is
timely filed with the Retirement Committee. If a Member who has elected an optional
benefit dies before his Annuity Starting Date (or before the date the election of the
option becomes effective under paragraph
(c)(iii) above, if later), the election shall be revoked. If the Beneficiary
designated under an option dies before the Members Annuity Starting Date (or before
the date the election of the option becomes effective under paragraph (c)(iii)
above, if later), the election shall be revoked.
 5.04
    
    Commencement and Duration of Payments
 (a)
    
    Except as otherwise provided in Article 4 or this Article 5, payment of a
Members Pension shall begin as soon as administratively practicable following the
later of (i) the Members 65th birthday, or (ii) the date he terminates service with
the Employer and all Affiliated Employers (but not more than 60 days after the close of
the Plan Year in which the later of (i) or (ii) occurs).(b)
    
    Notwithstanding the preceding paragraph or any provision of the Plan to the
contrary, a Members Pension shall commence no later than his Required Beginning Date.(c)
    
    The first monthly payment of a Pension to a Member shall be made on or about
the last business day of the month in which the Members Annuity Starting Date occurs.
Subsequent monthly payments shall be made on or about the last business day of each
subsequent month during the Members lifetime. The last monthly payment to the Member
shall be made on or about the last business day of the month in which the Member dies
(unless an earlier termination date is provided under the optional form of payment
elected by the Member).
 Riverwood International Employees Retirement Plan
    
    
    31January 1, 2009




---



##### 



5.05
    
    Distribution LimitationNotwithstanding any other provision of this Article 5, all distributions from the Plan shall
conform to the regulations issued under Section 401(a)(9) of the Code, including the
incidental death benefit provisions of Section 401(a)(9)(G) of the Code. Further, such
regulations shall override any Plan provision that is inconsistent with Section 401(a)(9) of
the Code. With respect to distributions made under the Plan on or after January 1, 2003,
the Plan shall apply the minimum distribution requirements of Section 401(a)(9) of the Code
in accordance with the final regulations issued on April 17, 2002.With respect to Pensions commencing on or after January 1, 2006, the following rules shall
apply:
 (a)
    
    Any additional benefits accruing to a Member in a calendar year after the first
distribution calendar year will be distributed beginning as of the first payment
interval ending in the calendar year immediately following the calendar year in which
such amounts accrue.(b)
    
    If a Members Pension is being distributed in the form of a joint and survivor
annuity for the joint lives of the Member and a non-Spouse Beneficiary, annuity
payments to be made on or after the Members Required Beginning Date to the Beneficiary
after the Members death must not at any time exceed the applicable percentage of the
annuity payment for such period that would have been payable to the Member using the
table set forth in Q&A-2 of Section 1.401(a)(9)-6 of the U. S. Treasury Department
regulations. If the Annuity Starting Date occurs in a calendar year which precedes the
calendar year in which the Member reaches age 70, in determining the applicable
percentage, the Member/Beneficiarys age difference is reduced by the number of years
that the Member is younger than age 70 on the Members birthday in the calendar year
that contains the Annuity Starting Date.(c)
    
    If the Members Pension is being distributed in the form of a period certain
and life annuity option, the period certain may not exceed the applicable distribution
period for the Member under the Uniform Lifetime Table set forth in Section
1.401(a)(9)-9 of the U. S. Treasury Department regulations for the calendar year that
contains the Annuity Starting Date. If the Annuity Starting Date precedes the year in
which the Member reaches age 70, the applicable distribution period for the Member is
the distribution period for age 70 under the Uniform Lifetime
 Riverwood International Employees Retirement Plan
    
    
    32January 1, 2009




---



##### 



(d)
    
    For purposes of this Section, the following definitions shall apply:
 (i)
    
    Beneficiary means an individual other than the Members
Spouse who is designated to receive survivor benefits under a joint and
survivor annuity or a period certain annuity as an optional form of payment.
Such Beneficiary shall constitute the designated beneficiary as such term is
used under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of
the U. S. Treasury Department regulations.(ii)
    
    Distribution calendar year means a calendar year for which a
minimum distribution is required. For distributions beginning before a
Members death, the first distribution calendar year is the calendar year
immediately preceding the calendar year which contains the Members Required
Beginning Date.(iii)
    
    Life expectancy is life expectancy as computed using the
Single Life Table in Section 1.401(a)(9)-9 of the U.S. Treasury Department
regulations.
 5.06
    
    Direct Rollover of Certain Distributions
 (a)
    
    Elective Rollovers.Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributees election under this Article, a
distributee may elect, at the time and in the manner prescribed by the Retirement
Committee, to have any portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct rollover.(b)
    
    Mandatory Rollovers.Notwithstanding any provision of the Plan to the
contrary, effective March 28, 2005 if the present value of the Members Accrued Benefit
amounts to at least $1,000 but not more than $5,000, and if the Member fails to make an
affirmative election to either receive the lump sum payment in cash or have it directly
rolled over to an eligible retirement plan pursuant to the provisions of paragraph (a)
within such election period as shall be prescribed by the Retirement Committee, the
Retirement Committee shall direct the Trustee to transfer such lump sum payment to an
individual retirement plan (within the meaning of Section 7701(a)(37) of the Code)
(IRA) selected by the Retirement Committee. The IRA shall be maintained for the
exclusive benefit of the Member on whose behalf such transfer is made. The transfer
shall occur as soon as practicable following the end of the election period. The funds
in the IRA shall be invested in an investment product designed to preserve principal
and provide a reasonable rate of return, whether or not such return is guaranteed,
consistent with liquidity, as determined from time to time by the Retirement Committee.
In implementing the provisions of this paragraph, the Retirement Committee shall:
 Riverwood International Employees Retirement Plan
    
    
    33January 1, 2009




---



##### 



(i)
    
    enter into a written agreement with each IRA provider
setting forth the terms and conditions applicable to the establishment and
maintenance of the IRAs in conformity with applicable law;(ii)
    
    furnish Member with notice of the Plans automatic rollover
provisions, including, but not limited to, a description of the nature of the
investment product in which the assets of the IRA will be invested and how the
fees and expenses attendant to the IRA will be allocated, and a statement that
a Member may roll over the assets of the IRA to another eligible retirement
plan. Such notice shall be provided to Members in such time and form as shall
be prescribed by the Retirement Committee in accordance with applicable law;
and(iii)
    
    fulfill such other requirements of the safe harbor contained
in Department of Labor Regulation §2550.404a-2 and, if applicable, the
conditions of Department of Labor Prohibited Transaction Class Exemption
2004-16.
 (c)
    
    Definitions. The following definitions apply to the terms used in this
Section 5.06:
 (i)
    
    Eligible rollover distribution means any distribution of all
or any portion of the balance to the credit of the distributee, except that an
eligible rollover distribution does not include:
 (A)
    
    any distribution that is one of a series of
substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the distributee or
the joint lives (or joint life expectancies) of the distributee and the
distributees designated beneficiary, or for a specified period of ten
years or more;(B)
    
    any distribution to the extent such
distribution is required under Section 401(a)(9) of the Code; and(C)
    
    any after-tax amount unless such amount is
rolled over or transferred (i.e., directly rolled) to an individual
retirement account described in Section 408(a) of the Code, an
individual retirement annuity described in Section 408(b) of the Code,
or, effective on or after January 1, 2008 a Roth individual retirement
account described in Section 408A(b) of the Code; or transferred (i.e.,
directly rolled over) to:
 (1)
    
    a qualified defined contribution
plan described in Section 401(a) of the Code;(2)
    
    effective on and after January 1,
2007, any qualified plan described in Section 401(a) of the
Code; or(3)
    
    effective on and after January 1,
2007, an annuity plan described in Section 403(b) of the Code;
 Riverwood International Employees Retirement Plan
    
    
    34January 1, 2009




---



##### 



provided that a plan described in subparagraph (1), (2) or (3) agrees
to separately account for such after-tax amount and earnings thereon.
 (ii)
    
    Eligible retirement plan means any of the following types of
plans that accept the distributees eligible rollover distribution:
 (A)
    
    a qualified plan described in Section 401(a) of the Code;(B)
    
    an annuity plan described in Section 403(a) of the Code;(C)
    
    an individual retirement account or individual
retirement annuity described in Section 408(a) or 408(b) of the Code,
respectively;(D)
    
    effective January 1, 2002, an annuity contract
described in Section 403(b) of the Code;(E)
    
    effective January 1, 2002, an eligible plan
under Section 457(b) of the Code which is maintained by a state,
political subdivision of a state, or any agency or instrumentality of a
state or political subdivision of a state and which agrees to
separately account for amounts transferred into such plan from this
Plan; and(F)
    
    effective January 1, 2008, a Roth IRA described
in Section 408A of the Code.
 (iii)
    
    Distributee means an employee or former employee. In
addition, solely for purposes of paragraph (a) above, the employees or former
employees surviving Spouse and the employees or former employees Spouse or
former Spouse who is the alternate payee under a qualified domestic relations
order as defined in Section 414(p) of the Code are distributees with regard to
the interest of the Spouse or former Spouse; and(iv)
    
    Direct rollover means a payment by the Plan to the eligible
retirement plan specified by the distributee.
 (d)
    
    Non-Spouse Beneficiary Rollovers.Notwithstanding any provision of
this Section to the contrary, effective as of January 1, 2010, a non-Spouse Beneficiary
of a deceased Member may elect, at the time and in the manner prescribed by the
Retirement Committee, to directly roll over any portion of a distribution that would
constitute an eligible rollover distribution if it were made to a Member, surviving
Spouse, or alternate payee, provided such direct rollover is made to an individual
retirement account described in Section 408(a) of the Code, an individual retirement
annuity described in Section 408(b) of the Code, or a Roth IRA described in Section
408A of the Code (collectively, IRA) that is established on behalf of the non-Spouse
Beneficiary and that will be treated as an inherited IRA pursuant to the provisions of
Sections 402(c)(11) and 408(d)(3)(C)(ii) of the Code. Distributions
 Riverwood International Employees Retirement Plan
    
    
    35January 1, 2009




---



##### 



under this paragraph that would have been eligible rollover distributions if made to
a Member, surviving spouse or alternate payee will be treated as eligible rollover
distributions for all purposes under the Code, regardless of whether the non-spouse
Beneficiary elects to directly roll over such distribution.
 Riverwood International Employees Retirement Plan
    
    
    36January 1, 2009




---



##### 



ARTICLE 6. CONTRIBUTIONS
 6.01
    
    Employer ContributionsIt is the intention of the Employer to continue the Plan, make the contributions that are
necessary to maintain the Plan on a sound actuarial basis, and meet the minimum funding
standards prescribed by law. However, subject to the provisions of Article 10, the Employer
may discontinue its contributions for any reason at any time. Any forfeitures shall be used
to reduce the Employers contributions otherwise payable.6.02
    
    Return of Contributions
 (a)
    
    Employer contributions to the Plan are conditioned upon their deductibility
under Section 404 of the Code. If all or part of the Employers deductions for
contributions to the Plan are disallowed by the Internal Revenue Service, the portion
of the contributions to which that disallowance applies shall be returned to the
Employer without interest, but reduced by any investment loss attributable to those
contributions. The return shall be made within one year after the date of the
disallowance of deduction.(b)
    
    The Employer may recover without interest the amount of its contributions to
the Plan made on account of a mistake-of-fact, reduced by any investment loss
attributable to those contributions, provided recovery is made within one year after
the date of those contributions.
 6.03
    
    Member ContributionsNo Member shall contribute to the Plan.
 Riverwood International Employees Retirement Plan
    
    
    37January 1, 2009




---



##### 



ARTICLE 7. ADMINISTRATION OF PLAN
 7.01
    
    Appointment of Retirement CommitteeThe general administration of the Plan and the responsibility for
carrying out the provisions of the Plan shall be placed in a
Retirement Committee of not less than three nor more than seven
persons appointed from time to time by the Board of Directors to
serve at the discretion of the Board of Directors. Any person who is
appointed a member of the Retirement Committee shall signify his
acceptance by filing written acceptance with the Board of Directors
and the Secretary of the Retirement Committee. Any member of the
Retirement Committee may resign by delivering a written resignation
to the Board of Directors and the Secretary of the Retirement
Committee. The Retirement Committee shall be a named fiduciary
within the meaning of Section 402(a) of ERISA and shall carry out the
duties of the administrator of the Plan as imposed by ERISA.7.02
    
    Administration of Retirement CommitteeThe members of the Retirement Committee shall elect a Chairperson from their number and a
Secretary who may be, but need not be, one of the members of the Retirement Committee; may
appoint from their number such subcommittees with such powers as they shall determine; may
authorize one or more of their number or any agent to execute or deliver any instrument or
make any payment on their behalf; may retain counsel, employ agents and provide for such
clerical, accounting, consulting and actuarial services as they may require in carrying out
the provisions of the Plan; and may allocate among themselves or delegate to other persons
all or such portion of their duties under the Plan as they, in their sole discretion, shall
decide.7.03
    
    MeetingsThe Retirement Committee shall hold meetings upon such notice, at such place or places, and
at such times as it may from time to time determine.7.04
    
    Majority to GovernAny act which the Plan authorizes or requires the Retirement Committee to do may be done by
a majority of its members. The action of such majority expressed from time to time by a
vote at a meeting shall constitute the action of the Retirement Committee, and shall have
the same effect for all purposes as if assented to by all members of the Retirement
Committee serving at the time. Notwithstanding the foregoing, any action taken by the
Retirement Committee in writing without a meeting shall require the unanimous written
consent by all members of the Retirement Committee at the time in office.7.05
    
    Compensation and BondingNo member of the Retirement Committee shall receive any compensation from the Plan for his
services as such. Except as may otherwise be required by law, no bond or other security
need be required of any member in that capacity in any jurisdiction.
 Riverwood International Employees Retirement Plan
    
    
    38January 1, 2009




---



##### 



7.06
    
    Authority of Retirement CommitteeSubject to the limitations of the Plan, the Retirement Committee shall establish rules for
the administration of the Plan and the transaction of its business. All actions of the
Retirement Committee shall be in accordance with the Retirement Committee Charter enacted by
the Board of Directors. The Retirement Committee shall maintain accounts reflecting the
financial transactions of the Plan, and shall recommend, implement and monitor investment
policy guidelines and objectives as approved by the Board of Directors. The Retirement
Committee shall submit a report periodically to the Board of Directors giving the status of
the Fund regarding the satisfaction of the investment objectives.The Retirement Committee shall have discretionary authority to determine eligibility for
benefits and to construe the terms of the Plan, which shall include, but not be limited to,
determination of:
 (a)
    
    an individuals eligibility for Plan participation,(b)
    
    the right to and amount of any benefit payable under the Plan, and(c)
    
    the date on which any individual ceases to be a Member. The Retirement
Committee shall have discretionary authority to decide disputed claims in accordance
with its interpretation of the terms of the Plan.
 The determination of the Retirement Committee as to any disputed question or claim shall be
conclusive and final.7.07
    
    Prudent ConductThe members of the Retirement Committee shall use that degree of care, skill, prudence and
diligence that a prudent person acting in a like capacity and familiar with such matters
would use in the conduct of a similar situation.7.08
    
    ActuaryThe Retirement Committee shall maintain such data as may be necessary
for actuarial valuations of the liabilities of the Plan. At the
request of the Board of Directors, the Retirement Committee shall
submit a report each year to the Board of Directors, giving a brief
account of the operation of the Plan during the past year, and a copy
of that report shall be filed in the office of the Plan, where it
shall be open to inspection by any Member of the Plan. As an aid to
the Retirement Committee in fixing the rate of contributions payable
to the Plan, the actuary designated by the Retirement Committee shall
prepare annual actuarial valuations of the contingent assets and
liabilities of the Plan, and shall submit to the Retirement Committee
the recommended Employer contribution.
 Riverwood International Employees Retirement Plan
    
    
    39January 1, 2009




---



##### 



7.09
    
    Service in More Than One Fiduciary CapacityAny individual, entity or group of persons may serve in more than one fiduciary capacity
with respect to the Plan and/or the Funds of the Plan.7.10
    
    Limitation of LiabilityThe Employer, the Board of Directors, the members of the Retirement Committee, and any
officer, employee or agent of the Employer shall not incur any liability individually or on
behalf of any other individuals, or on behalf of the Employer for any act, or failure to
act, made in good faith in relation to the Plan or the Funds of the Plan. However, this
limitation shall not act to relieve any such individual or the Employer from a
responsibility or liability for any fiduciary responsibility, obligation or duty under Part
4, Title I of ERISA.7.11
    
    IndemnificationThe Employer, the members of the Retirement Committee, the Board of Directors, and the
officers, employees and agents of the Employer shall be indemnified against any and all
liabilities arising by reason of any act, or failure to act, in relation to the Plan or the
Funds of the Plan, including, without limitation, expenses reasonably incurred in the
defense of any claim relating to the Plan or the Funds of the Plan, and any and all amounts
paid in any compromise or settlement relating to the Plan or the Funds of the Plan, except
for actions or failures to act made in bad faith. The foregoing indemnification shall be
made from the Funds of the Plan to the extent of those Funds and to the extent permitted
under applicable law; otherwise, from the assets of the Employer.7.12
    
    Expenses of AdministrationAll expenses that arise in connection with the administration of the
Plan, including but not limited to the compensation of the Trustee,
administrative expenses and proper charges and disbursements of the
Trustee and compensation and other expenses and charges of any
actuary, counsel, accountant, specialist, or other person who has
been retained by the Employer or the Retirement Committee in
connection with the administration thereof, shall be paid from the
Funds of the Plan held by the Trustee under the trust agreement or
insurance or annuity contract adopted for use in implementing the
Plan to the extent not paid by the Employer.
 Riverwood International Employees Retirement Plan
    
    
    40January 1, 2009




---



##### 



ARTICLE 8. MANAGEMENT OF FUNDS
 8.01
    
    TrusteeAll the Funds of the Plan shall be held by a Trustee, or Trustees, appointed from time to
time by the Retirement Committee under a Trust Agreement adopted, or as amended, by the
Retirement Committee for use in providing the benefits of the Plan and paying its expenses
not paid directly by the Employer. The Employer shall have no liability for the payment of
benefits under the Plan or for the administration of the Funds paid over to the Trustee or
Trustees.8.02
    
    Exclusive Benefit RuleExcept as otherwise provided in the Plan, no part of the corpus or income of the Funds of
the Plan shall be used for, or diverted to, purposes other than for the exclusive benefit of
Members and other persons entitled to benefits under the Plan, before the satisfaction of
all liabilities with respect to them. No person shall have any interest in, or right to,
any part of the earnings of the Funds of the Plan, or any interest in, or right to, any part
of the assets held under the Plan, except as and to the extent expressly provided in the
Plan.8.03
    
    Appointment of Investment ManagerExcept as provided in this Section 8.03, the Trustee shall have the power and authority to
manage and invest the assets of the Plan. The Retirement Committee may, at its discretion,
appoint one or more investment managers (within the meaning of Section 3(38) of ERISA) to
manage (including the power to acquire and dispose of) all or part of the assets of the
Plan, as the Retirement Committee shall designate. In that event, authority over and
responsibility for the management of the assets so designated shall be the sole
responsibility of that investment manager.
 Riverwood International Employees Retirement Plan
    
    
    41January 1, 2009




---



##### 



ARTICLE 9. GENERAL PROVISIONS
 9.01
    
    Nonalienation and Qualified Domestic Relations Orders
 (a)
    
    Except as required by any applicable law or paragraph (b) or (c) below, no
benefit under the Plan shall in any manner be anticipated, assigned or alienated, and
any attempt to do so shall be void. However, payment shall be made in accordance with
the provisions of any judgment, decree, or order which meets the following conditions:
 (i)
    
    Creates for, or assigns to, an alternate payee the right to
receive all or a portion of the Members benefits under the Plan for the
purpose of providing child support, alimony payments or marital property rights
to that alternate payee;(ii)
    
    Is made pursuant to a state domestic relations law;(iii)
    
    Does not require the Plan to provide any type of benefit, or
any option, not otherwise provided under the Plan; and(iv)
    
    Otherwise meets the requirements of Section 206(d) of ERISA, as
amended, as a qualified domestic relations order (QDRO), as determined by the
Retirement Committee.
 In determining the benefit payable to the alternate payee, the portion of the
Members benefit payable to the alternate payee at the date that benefits are
scheduled to commence under the QDRO shall be actuarially adjusted to reflect the
difference in ages between the Member and the alternate payee. The actuarial
adjustment for this purpose, as well as for the purpose of determining the
Equivalent Actuarial Value of a benefit commencing before Normal Retirement Date, if
applicable, shall be based on an interest rate and mortality table specified for
converting a life annuity to an optional form of annuity (other than a level income
option) under the terms of the Plan in effect on the alternate payees Annuity
Starting Date. Notwithstanding anything herein to the contrary, if the present
value of any series of payments meeting the criteria set forth in clauses (i)
through (iv) above amounts to $5,000 or less, a lump sum payment of Equivalent
Actuarial Value shall be made in lieu of the series of payments. Such Equivalent
Actuarial Value shall be determined on the basis of the IRS Interest Rate and the
IRS Mortality Table.For purposes of the Plan,an alternate payee means a spouse, former spouse, child
or dependent of a Member who is entitled, pursuant to a qualified domestic relations
order and the provisions of this paragraph (a), to receive a payment of all or a
portion of a Members Accrued Benefit under the Plan.
 Riverwood International Employees Retirement Plan
    
    
    42January 1, 2009




---



##### 



(b)
    
    A Members benefits under the Plan shall be offset by the amount the Member is
required to pay to the Plan under the circumstances set forth in Section 401(a)(13)(C)
of the Code.(c)
    
    A Members Pension under the Plan shall be distributed as required because of
the enforcement of a federal tax levy made pursuant to Section 6331 of the Code or the
collection by the United States on a judgment resulting from an unpaid tax assessment.
 9.02
    
    Conditions of Employment Not Affected by PlanThe establishment of the Plan shall not confer upon any Employee or other person any legal
rights to a continuation of employment, nor shall it interfere with the rights of the
Employer to discharge any Employee or to treat him without regard to the effect which that
treatment might have upon him as a Member or potential Member of the Plan.9.03
    
    Facility of PaymentIf the Retirement Committee shall find that a Member or other person entitled to a benefit
is unable to care for his affairs because of illness or accident, or because he is a minor,
the Retirement Committee may direct that any benefit due him (unless claim shall have been
made for the benefit by a duly appointed legal representative) be paid to his Spouse, child,
parent or other blood relative, or to a person with whom he resides. Any payment so made
shall be a complete discharge of the liabilities of the Plan for that benefit.9.04
    
    InformationEach Member or other person entitled to a benefit, before any benefit shall be payable to
him or on his account under the Plan, shall file with the Employer the information that it
shall require to establish his rights and benefits under the Plan.9.05
    
    Top-Heavy Provisions
 (a)
    
    Definitions. The following definitions apply to the terms used in this
Section:
 (i)
    
    Applicable Determination Date means the last day of the
preceding Plan Year;(ii)
    
    Applicable Valuation Date means the date within the preceding
Plan Year as of which annual Plan costs are or would be computed for minimum
funding purposes;(iii)
    
    Average Statutory Compensation means the average annual
Statutory Compensation of a Member for the five consecutive years of his
Vesting Service after December 31, 1983 during which he received the greatest
aggregate remuneration from the Employer or an Affiliated Employer, excluding
any Statutory Compensation for service after the last Plan Year with respect to
which the Plan is top-heavy;
 Riverwood International Employees Retirement Plan
    
    
    43January 1, 2009




---



##### 



(iv)
    
    Key Employee means any employee or former employee (including
any deceased employee) who at any time during the Plan Year that includes the
applicable determination date was an officer of the Employer or an Affiliated
Employer having Statutory Compensation greater than $130,000 (as adjusted under
Section 416(i)(1) of the Code for Plan Years beginning after December 31,
2002), a 5-percent owner (as defined in Section 416(i)(1)(B)(i) of the Code) of
the Employer or an Affiliated Employer, or a 1-percent owner (as defined in
Section 416(i)(1)(B)(ii) of the Code) of the Employer or an Affiliated Employer
having Statutory Compensation greater than $150,000 (the determination of who
is a key employee shall be made in accordance with Section 416(i) of the Code
and the applicable regulations and other guidance of general applicability
issued thereunder);(v)
    
    Non-Key Employee means any employee who is not a Key
Employee;(vi)
    
    Permissive Aggregation Group means each plan in the Required
Aggregation Group and any other qualified plan(s) of the Employer or an
Affiliated Employer in which all members are non-key employees, if the
resulting aggregation group continues to meet the requirements of Sections
401(a)(4) and 410 of the Code;(vii)
    
    Required Aggregation Group means each other qualified plan
of the Employer or an Affiliated Employer (including plans that terminated
within the five-year period ending on the determination date) in which there
are members who are key employees or which enables the Plan to meet the
requirements of Section 401(a)(4) or 410 of the Code; and(viii)
    
    Top-Heavy Ratio means the ratio of (A) the present value of the cumulative
Accrued Benefits under the Plan for key employees to (B) the present value of
the cumulative Accrued Benefits under the Plan for all key employees and
non-key employees; provided, however, that if an individual has not performed
services for the Employer or any Affiliated Employer at any time during the
one-year period ending on the applicable determination date, any accrued
benefit for such individual (and the account of such individual) shall not be
taken into account; and provided further, that the present values of Accrued
Benefits under the Plan for an employee as of the applicable determination date
shall be increased by the distributions made with respect to the employee under
the Plan and any plan aggregated with the Plan under Section 416(g)(2) of the
Code during the one-year period (five-year period in the case of a distribution
made for a reason other than severance from employment, death, or disability)
ending on the applicable determination date and any distributions made with
respect to the employee under a terminated plan which, had it not been
terminated, would have been in the required aggregation group.
 Riverwood International Employees Retirement Plan
    
    
    44January 1, 2009




---



##### 



(b)
    
    Determination of Top Heavy Status
 (i)
    
    The Plan shall be top-heavy if, as of the Applicable
Determination Date, the Top-Heavy Ratio exceeds 60 percent. The Top-Heavy
Ratio shall be determined as of the Applicable Valuation Date in accordance
with Sections 416(g)(3) and (4)(B) of the Code on the basis of the interest
rate and mortality table used in the actuarial valuation for the Plan for the
applicable Plan Year.(ii)
    
    For purposes of determining whether the Plan is top-heavy, the
present value of accrued benefits under the Plan will be combined with the
present value of accrued benefits or account balances under each other plan in
the Required Aggregation Group. In the Employers discretion, accrued benefits
or account balances under each plan in the Required Aggregation Group may be
combined with the present value of accrued benefits or account balances under
any other qualified plan(s) in the Permissive Aggregation Group.(iii)
    
    The accrued benefit of a Non-Key Employee under the Plan or
any other defined benefit plan in the aggregation group shall be:
 (A)
    
    determined under the method, if any, that
uniformly applies for accrual purposes under all plans maintained by
the Employer or an Affiliated Employer, or(B)
    
    if there is no such method, as if such benefit
accrued not more rapidly than the slowest accrual rate permitted under
the fractional rule described in Section 411(b)(1)(C) of the Code.
 (c)
    
    Consequences of Being Top Heavy. The following provisions shall be
applicable to Members for any calendar year with respect to which the Plan is
top-heavy:
 (i)
    
    In lieu of the vesting requirements specified in Section 4.05,
a Member shall be vested in, and have a nonforfeitable right to, a percentage
of his Accrued Benefit determined in accordance with the provisions of Section
1.01 and subparagraph (ii) below, as set forth in the following vesting
schedule:
 Years of Vesting Service
    
    Percentage VestedLess than 2 years 
2 years 
3 years 
4 years 
5 or more years
    
    0%
20%
40%
60%
100%
 Riverwood International Employees Retirement Plan
    
    
    45January 1, 2009




---



##### 



(ii)
    
    The Accrued Benefit of a Member who is a Non-Key Employee shall
not be less than two percent of his Average Statutory Compensation multiplied
by the number of years of his Vesting Service, during the calendar years for
which the Plan is top-heavy, but not in excess of 10. For purposes of the
preceding sentence, years of Vesting Service shall be disregarded to the extent
that such years of Vesting Service occur during a Plan Year when the Plan
benefits (within the meaning of Section 410(b) of the Code) no key employee or
former key employee. Such minimum benefit shall be payable at a Members
Normal Retirement Date. If payments commence at a time other than the Members
Normal Retirement Date, the minimum Accrued Benefit shall be of Equivalent
Actuarial Value to such minimum benefit.
 (d)
    
    Cessation of Top Heavy Status. If the Plan is top-heavy with respect
to a Plan Year and ceases to be top-heavy for a subsequent Plan Year, the following
provisions shall be applicable:
 (i)
    
    The Accrued Benefit in any such subsequent Plan Year shall not
be less than the minimum Accrued Benefit provided in subparagraph (c)(ii)
above, computed as of the end of the most recent Plan Year for which the Plan
was top-heavy.(ii)
    
    If a Member has completed three years of Vesting Service on or
before the last day of the most recent Plan Year for which the Plan was
top-heavy, the vesting schedule set forth in subparagraph (c)(i) above shall
continue to be applicable.(iii)
    
    If a Member has completed less than three years of Vesting
Service on or before the last day of the most recent Plan Year for which the
Plan was top-heavy, the vesting provisions of subparagraph (c)(i) shall
continue to be applicable to the portion of his Accrued Benefit determined as
of the last day of the Plan Year in which the Plan was top-heavy, and Section
4.05 shall again be applicable with respect to the remaining portion of his
Accrued Benefit; provided, however, that in no event shall the vested
percentage of such remaining portion be less than the percentage determined
under subparagraph (c)(i) above as of the last day of the most recent Plan Year
for which the Plan was top-heavy.
 9.06
    
    Construction
 (a)
    
    The Plan shall be construed, regulated and administered under ERISA, as in
effect from time to time, and the laws of Georgia, except where ERISA controls.(b)
    
    The masculine pronoun shall include the feminine.(c)
    
    The titles and headings of the articles and sections in the Plan are for
convenience only. In case of ambiguity or inconsistency, the text rather than the
titles or headings shall control.
 Riverwood International Employees Retirement Plan
    
    
    46January 1, 2009




---



##### 



(d)
    
    The Retirement Committee shall have full power and authority, subject to such
orders or resolutions not inconsistent with the provisions of the Plan as may from time
to time be issued or adopted by the Board of Directors, to interpret the provisions and
supervise the administration of the Plan, including the power to remedy possible
ambiguities, inconsistencies or omissions. Such determinations shall be conclusive.
 9.07
    
    Prevention of EscheatIf the Retirement Committee cannot ascertain the whereabouts of any
person to whom a payment is due under the Plan, the Retirement
Committee may, no earlier than three years from the date such payment
is due, mail a notice of such due and owing payment to the last known
address of such person as shown on the records of the Retirement
Committee or the Employer. If such person has not made written claim
for payment within three months of the date of the mailing, the
Retirement Committee may, if it so elects and upon receiving advice
from counsel to the Plan, direct that such payment and all remaining
payments otherwise due such person be canceled on the records of the
Plan and the amount thereof applied to reduce the contributions of
the Employer. Upon such cancellation, the Plan shall have no further
liability therefore except that, in the event such person or his
Beneficiary later notifies the Retirement Committee of his
whereabouts and requests the payment or payments due to him under the
Plan, the amount so applied shall be paid to him in accordance with
the provisions of the Plan.9.08
    
    Electronic Transmission of Notices to MembersNotwithstanding any provision of the Plan to the contrary, any notice required to be
distributed to Members, Beneficiaries, and alternate aayees pursuant to the terms of the
Plan may, at the direction of the Retirement Committee, be transmitted electronically to the
extent permitted by, and in accordance with any procedures set forth in, applicable law and
regulations.9.09
    
    Limitation on Benefits In the Event of a Liquidity ShortfallNotwithstanding any provisions of the Plan to the contrary, in the
event the Plan has a liquidity shortfall within the meaning of
Section 401(a)(32) of the Code, the Trustee shall, as directed by the
Employer, cease payment during the period of such liquidity shortfall
of (a) any payment in excess of the monthly amount payable under a
single life annuity (plus any social security supplements described
in Section 411(a)(9) of the Code) to any Member or Beneficiary whose
Annuity Starting Date occurs during such period, (b) any payment for
the purchase of an irrevocable commitment from an insurer to pay
benefits, or (c) any other payment specified in regulations
promulgated under Section 401(a)(32) of the Code.9.10
    
    Limitations Based on Funded Status of the PlanNotwithstanding any provision of the Plan to the contrary, the following provisions shall
apply as required by Section 436 of the Code effective for Plan Years beginning on or after
January 1, 2008, except to the extent the exception under Section 436(d)(4) of the Code
applies:
 Riverwood International Employees Retirement Plan
    
    
    47January 1, 2009




---



##### 



(a)
    
    In the event the Plans adjusted funding target attainment percentage for a
Plan Year is less than 60 percent, benefit accruals shall cease during the period
benefit accruals are restricted under the provisions of Section 436(e) of the Code.
The benefit accruals that were not permitted to accrue pursuant to the application of
the provisions of the preceding sentence shall be restored automatically as of the 436
measurement date the limitations under Section 436(e) of the Code cease to apply, if
(i) the continuous period of the limitation is 12 months or less, and (ii) the Plans
enrolled actuary certifies that the adjusted funding target attainment percentage for
the Plan would not be less than 60 percent taking into account the restored benefit
accruals for the prior Plan Year.(b)
    
    In the event the Plans adjusted funding target attainment percentage for a
Plan Year falls below the threshold defined under Section 436(d)(1) and/or (3) of the
Code, the Trustee shall, as directed by the Retirement Committee, cease payment of any
prohibited payment during the period specified in, and to the extent necessary to
comply with the provisions of Section 436(d) of the Code.(c)
    
    In no event shall a prohibited payment be paid during any period the Employer
is a debtor in a case under Title 11, United States Code, or similar federal or state
law, to the extent necessary to comply with the provisions of Section 436(d)(2) of the
Code.(d)
    
    In no event shall an amendment that has the effect of increasing liabilities of
the Plan by reason of increases in benefits, establishment of new benefits, changing
the rate of benefit accrual, or changing the rate at which benefits become
nonforfeitable become effective during the period such amendment would violate the
provisions of Section 436(c) of the Code.(e)
    
    If an optional form of benefit that is otherwise available under the terms of
the Plan is not available because of the application of Section 436(d)(1) or (2) of the
Code, the Member or Beneficiary, as applicable, shall be eligible to elect another form
of benefit available under the Plan or to defer payment to a later date (to the extent
permitted under applicable qualification requirements).(f)
    
    If an optional form of benefit that is otherwise available under the terms of
the Plan is not available because of the application of Section 436(d)(3) of the Code,
a Member or Beneficiary, as applicable, shall be eligible to defer his entire payment
to a later date (to the extent permitted under applicable qualification requirements)
or to bifurcate the benefit into unrestricted and restricted portions. If a Member or
Beneficiary elects to bifurcate the benefit, the Member or Beneficiary shall be
eligible to elect, with respect to the unrestricted portion of the benefit, any
optional form otherwise available under the Plan with respect to the Members or
Beneficiarys entire benefit and in such a case, if the Member or Beneficiary elects
payment of the unrestricted portion of the benefit in the form of a prohibited payment,
the Member or Beneficiary shall be eligible to elect to receive payment of the
restricted portion of the benefit in any optional form of benefit under the Plan
 Riverwood International Employees Retirement Plan
    
    
    48January 1, 2009




---



##### 



that is not a prohibited payment and that would have been permitted with respect to
the Participants or Beneficiarys entire benefit.
 For purposes of this Section, the terms adjusted funding target attainment percentage,
prohibited payment, unrestricted portion of the benefit, and restricted portion of the
benefit shall have the meanings given under Section 436 of the Code, the regulations
thereunder, and any applicable Internal Revenue Service guidance.In the event that the provisions of this Section 9.10 or any part thereof cease to be
required by law as a result of subsequent legislation or otherwise, this Section or any
applicable part thereof shall be ineffective without the necessity of further amendments to
the Plan.9.11
    
    Limitations on Unpredictable Contingent Event BenefitNotwithstanding any provision of the Plan to the contrary, with respect to Plan Years
beginning on or after January 1, 2008, if a Member or Beneficiary is entitled to an
unpredictable contingent event benefit (as defined under Section 436(b) of the Code) with
respect to any event occurring during any Plan Year, such unpredictable contingent event
benefit shall not be provided to such Member or Beneficiary if the Plans adjusted funding
target attainment percentage (as defined in Section 9.10) for such Plan Year is less than 60
percent or would be less than 60 percent taking into account such occurrence; provided,
however, that such unpredictable contingent event benefit shall become payable if and when
the Plan meets the exemption under Section 436(b)(2) of the Code.In the event that the provisions of this Section 9.11 or any part thereof cease to be
required by law as a result of subsequent legislation or otherwise, this Section or any
applicable part thereof shall be ineffective without the necessity of further amendments to
the Plan.9.12
    
    Limitation on Highly Compensated Employees and on High-25 Employees
 (a)
    
    When This Section Applies. The provisions of this Section shall apply:
 (i)
    
    in the event the Plan is terminated, to any Member who is a
Highly Compensated Employee or Highly Compensated Former Employee, and(ii)
    
    in any other event, to any Member who is one of the 25 Highly
Compensated Employees or Highly Compensated Former Employees of the Employer or
an Affiliated Employer with the greatest Statutory Compensation in any Plan
Year.
 The amount of the annual payments to any one of the Members to whom this Section
applies shall not be greater than the amount that would be paid on behalf of the
Member under a single life annuity that is of Equivalent Actuarial Value to the sum
of the Members accrued benefit and the Members other benefits under the Plan.(b)
    
    When This Section Does Not Apply. The provisions of this Section shall
not apply if:
 Riverwood International Employees Retirement Plan
    
    
    49January 1, 2009




---



##### 



(i)
    
    after taking into account payment of all benefits payable to or
on behalf of the Member to whom this Section applies, the value of Plan
assets equals or exceeds 110 per cent of the value of current liabilities (as
that term is defined in Section 412(l)(7) of the Code) of the Plan,(ii)
    
    after taking into account the value of all benefits payable to
or on behalf of the Member to whom this Section applies is less than one per
cent of the value of current liabilities of the Plan, or(iii)
    
    the value of the benefits payable to or on behalf of the
Member to whom this Section applies does not exceed the amount described in
Section 411(a)(11)(A) of the Code.
 (c)
    
    Repayment of Lump Sum Distributions. To the extent permitted by law,
if any Member to whom subparagraph (a)(ii) applies elects to receive a lump sum payment
in lieu of his Pension and this Section is applicable, the Member shall be entitled to
receive his benefit in full. However, the Member must agree to repay to the Plan any
portion of the lump sum payment which would otherwise be restricted and must provide
adequate security to guarantee that repayment in accordance with rules established by
the Internal Revenue Service.(d)
    
    Termination of Plan. Notwithstanding the above, in the event the Plan
is terminated, the restrictions of this Section shall not be applicable if the benefits
payable to any Highly Compensated Employee and any Highly Compensated Former Employee
is limited to a benefit that is nondiscriminatory under Section 401(a)(4) of the Code.(e)
    
    Definitions. For purposes this Section, the following terms shall have
the following meanings:
 (i)
    
    Highly Compensated Employee means for a Plan Year any
employee of the Employer or an Affiliated Employer (whether or not eligible for
membership in the Plan) who:
 (A)
    
    was a 5-percent owner (as defined in Section
416(i) of the Code) for such Plan Year or the prior Plan Year; or(B)
    
    for the preceding Plan Year received Statutory
Compensation in excess of $80,000, and was among the highest 20 percent
of employees for the preceding Plan Year when ranked by Statutory
Compensation paid for that year excluding, for purposes of determining
the number of such employees, such employees as the Retirement
Committee may determine on a consistent basis pursuant to Section
414(q) of the Code. The $80,000 dollar amount in the preceding
sentence shall be adjusted from time to time for cost of living in
accordance with Section 414(q) of the Code.
 Riverwood International Employees Retirement Plan
    
    
    50January 1, 2009




---



##### 



Notwithstanding the foregoing, employees who are nonresident aliens
and who receive no earned income from the Employer or an Affiliated
Employer which constitutes income from sources within the United
States shall be disregarded for all purposes of this Section.The Employers top-paid election as described above, shall be used
consistently in determining Highly Compensated Employees for
determination years of all employee benefit plans of the Employer and
Affiliated Employers for which Section 414(q) of the Code applies
(other than a multiemployer plan) that begin with or within the same
calendar year, until such election is changed by Plan amendment in
accordance with IRS requirements.
 The provisions of this Section shall be further subject to such additional
requirements as shall be described in Section 414(q) of the Code and its
applicable regulations, which shall override any aspects of this Section
inconsistent therewith.(ii)
    
    Highly Compensated Former Employee means for a Plan Year any
former employee of the Employer or an Affiliated Employer who had terminated
employment prior to the Plan Year and who was a Highly Compensated Employee for
either the year of termination or any Plan Year ending on or after the
employees 55th birthday.
 (f)
    
    When This Section is Ineffective. If it should subsequently be
determined by statute, court decision acquiesced in by the Commissioner of the Internal
Revenue Service, or ruling by the Commissioner of the Internal Revenue Service, that
the provisions of this Section are no longer necessary to qualify the Plan under the
Code, this Section shall be ineffective without the necessity of further amendment to
the Plan.
 9.13
    
    Revision of the Plan and Applicability of Plan ProvisionsThe provisions of the Plan as set forth herein are effective as of January 1, 2009, except
that certain provisions shall have an earlier or later effective date as specifically set
forth in the Plan, in the resolution adopting the amendment, or as follows:
 1.
    
    The amendment of Section 5.03(b), 5.06(c)(i), 9.05(d) and 10.01 shall be
effective as of January 1, 2007.2.
    
    The amendment of Section 9.05(a)(viii) shall be effective as of January 1,
2002.3.
    
    The amendment of Section 5.03 permitting the election of a retroactive annuity
starting date and the waiver of the 30-day notice period in certain circumstances shall
be effective as of January 1, 2010 with respect to all Annuity Starting Dates occurring
on and after that date.
 Riverwood International Employees Retirement Plan
    
    
    51January 1, 2009




---



##### 



Any questions concerning eligibility for and the amount of pension and any other right or
limitation set forth herein which calls for a determination as to a time on or after January
1, 2009 shall be determined in accordance with the provisions of this Plan as may be amended
and in effect from time to time, and any questions concerning such matters which call for a
determination under the Plan as to a time prior to January 1, 2009 shall be determined in
accordance with the provisions of the Plan effective as of the Members date of termination
and taking into account any amendments effective retroactive to such date in accordance with
the provisions of this Section or other provisions of the Plan, except as otherwise
specifically provided in the Plan or as otherwise required by law.
 Riverwood International Employees Retirement Plan
    
    
    52January 1, 2009




---



##### 



ARTICLE 10. AMENDMENT, MERGER AND TERMINATION
 10.01
    
    Amendment of PlanThe Board of Directors reserves the right at any time and from time to time, and
retroactively if deemed necessary or appropriate, to amend in whole or in part any or all of
the provisions of the Plan, and reserves the right to delegate this authority to an officer
or officers of the Employer or to the Retirement Committee or a member of the Retirement
Committee as it deems appropriate. However, no amendment shall make it possible for any
part of the Funds of the Plan to be used for, or diverted to, purposes other than for the
exclusive benefit of persons entitled to benefits under the Plan prior to the satisfaction
of all liabilities with respect to such persons. No amendment shall be made which has the
effect of decreasing the Accrued Benefit of any Member or of reducing the nonforfeitable
percentage of the Accrued Benefit of a Member below the nonforfeitable percentage computed
under the Plan as in effect on the date on which the amendment is adopted or, if later, the
date on which the amendment becomes effective. For purposes of this Section, a plan
amendment that has the effect of (i) eliminating or reducing an early retirement benefit or
retirement-type subsidy, or (ii) eliminating an optional form, with respect to benefits
attributable to service before the amendment shall be treated as reducing accrued benefits.
In the case of a retirement-type subsidy, the preceding sentence shall apply only with
respect to a Member who satisfies (either before or after the amendment) the pre-amendment
conditions for the subsidy. Notwithstanding the preceding sentences, a Members accrued
benefit, early retirement benefit, retirement-type subsidy, or optional form of payment may
be reduced to the extent permitted under Section 412(c)(8) of the Code (for Plan Years
beginning on or before December 31, 2007) or Section 412(d)(2) of the Code (for Plan Years
beginning after December 31, 2007), or to the extent permitted under Section 1.411(d)-(3)
and (4) of the U. S. Treasury Department regulations.10.02
    
    Merger or ConsolidationThe Plan may not be merged or consolidated with, and its assets or liabilities may not be
transferred to, any other plan unless each person entitled to benefits under the Plan would,
if the resulting plan were then terminated, receive a benefit immediately after the merger,
consolidation, or transfer which is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation, or transfer if the Plan
had then terminated. The transactions referenced in this Section shall be carried out under
the provisions of Section 414(l) of the Code.10.03
    
    Additional Participating Employers
 (a)
    
    If any company is now or becomes a subsidiary or associated company of the
Employer, the Board of Directors may, at its discretion and upon appropriate action,
include the employees of that company in the membership of the Plan upon appropriate
action by that company necessary to adopt the Plan. In that event, or if any persons
become Employees of the Employer or an Affiliated Employer as the result of merger or
consolidation or as the result of acquisition of all or part of the assets or business
of another company, the Board of Directors
 Riverwood International Employees Retirement Plan
    
    53January 1, 2009




---



##### 



shall determine to what extent, if any, credit shall be granted for previous service
with the subsidiary, associated or other company, but subject to the continued
qualification of the Plan and trust under the Code.(b)
    
    Any subsidiary or associated company may terminate its participation in the
Plan upon appropriate action by it, in which event the Funds of the Plan held on
account of Members in the employ of that company shall be determined by the Retirement
Committee and shall be applied as provided in Section 10.04 if the Plan should be
terminated, or shall be segregated by the Trustee as a separate trust, pursuant to
certification to the Trustee by the Retirement Committee, continuing the Plan as a
separate plan for the employees of that company, under which the board of directors of
that company shall succeed to all the powers and duties of the Board of Directors,
including the appointment of the members of the Retirement Committee. Notwithstanding
the above, the Board of Directors may refuse to approve such a termination of
participation by a subsidiary or associated company if it determines that such action
could jeopardize the qualified status of the Plan.
 10.04
    
    Termination of PlanThe Board of Directors may terminate the Plan for any reason at any time. In case of
termination of the Plan, the rights of Members to the benefits accrued under the Plan to the
date of the termination, to the extent then funded (or, if greater, protected by law), shall
be nonforfeitable. The Funds of the Plan shall be used for the exclusive benefit of persons
entitled to benefits under the Plan as of the date of termination, except as provided in
Sections 6.02 and 7.12. However, any Funds not required to satisfy liabilities of the Plan
for benefits, that arise out of any variation between actual requirements and expected
actuarial requirements, shall be returned to the Employer. The Retirement Committee shall
determine, on the basis of actuarial valuation, the share of the Funds of the Plan allocable
to each person entitled to benefits under the Plan in accordance with Section 4044 of ERISA
or corresponding provision of any applicable law in effect at the time. In the event of a
partial termination of the Plan, the provisions of this Section shall be applicable to the
Members affected by that partial termination.
 Riverwood International Employees Retirement Plan
    
    54January 1, 2009




---



##### 



ARTICLE 11. TRANSFERS
 11.01
    
    Transfers To and From an Affiliated Employer
 (a)
    
    Except as otherwise provided in Section 11.02, if an Employee (i) becomes
employed by the Employer in any capacity other than as an Employee, or (ii) becomes
employed by an Affiliated Employer, he shall retain his Accrued Benefit under the Plan
on the date he ceases to be an Employee. Upon his later retirement or termination of
employment with the Employer or Affiliated Employer, the Accrued Benefit to which the
Employee is entitled under the Plan shall be determined under the Plan provisions in
effect on the date he ceased to be an Employee.(b)
    
    Subject to the provisions of Article 3, in the case of a person who (i) was
originally employed by the Employer in any capacity other than as an Employee, or (ii)
was originally employed by an Affiliated Employer, or (iii) was originally providing
services to the Employer as a Leased Employee and thereafter becomes an Employee, upon
his later Severance Date, the benefits payable under the Plan shall be computed under
the Plan provisions in effect at that time, and only on the basis of the Benefit
Service accrued while he is an Employee, except as otherwise provided in Section 11.02.(c)
    
    All applicable remuneration with an Affiliated Employer for employees described
in Section 11.01(b) above, shall be deemed Pensionable Earnings for purposes of the
Plan during periods of Benefit Service, taken at par of exchange at the Employees
Severance Date for remuneration paid in other than U.S. currency. Employment with an
Affiliated Employer shall be deemed Vesting Service with the Employer for the purpose
of determining eligibility for benefits under the Plan, but the Pension payable under
the Plan shall be computed on the basis of Benefit Service as defined in the Plan only.(d)
    
    Transfer of employment of a Member from the Employer to an Affiliated Employer
shall not terminate membership under the Plan.(e)
    
    Notwithstanding the preceding paragraphs of this Section, no employee shall be
eligible to become a Member on account of a transfer to Employee status on and after
January 1, 2008.
 11.02
    
    Transfers To and From Hourly Plan
 (a)
    
    Notwithstanding any other provisions of the Plan, the provisions of this
Section 11.02(a) shall apply to (i) any member of the Hourly Plan who ceases to be an
employee as defined in the Hourly Plan and at the same time becomes an Employee on or
after January 1, 1992 and prior to January 1, 2008, and (ii) any Member of the Plan who
ceases to be an Employee and at the same time becomes an employee as defined in the
Hourly Plan.
 Riverwood International Employees Retirement Plan
    
    55January 1, 2009




---



##### 



(b)
    
    Service credited to the Member as an employee under the Hourly Plan shall be
deemed service with the Employer for purposes of determining Vesting Service under the
Plan (based on the rules specified in Section 3.01).(c)
    
    If an Employee described in clause (i) of paragraph (a) above accrues at least
five years of Benefit Service under the Plan, he shall be entitled to an additional
Accrued Benefit calculated as follows. Service credited to the Member as an employee
under the Hourly Plan shall be deemed service with the Employer for purposes of
determining Benefit Service under the Plan (based on the rules specified in Section
3.02). For this purpose, remuneration while a member of the Hourly Plan shall be
deemed Pensionable Earnings under the Plan. The retirement Pension under the Plan will
be reduced by any accrued normal retirement allowance which the Member is entitled to
receive under the Hourly Plan for the same period of service.(d)
    
    The retirement Pension of an Employee described in clause (ii) of paragraph (a)
above will be calculated using Benefit Service and Pensionable Earnings determined
under the Plan. Benefits earned under the Hourly Plan will follow the provisions of
the Hourly Plan.(e)
    
    The Retirement Committee may decide with respect to a Member of the Plan who
has met the vesting requirements of Section 4.05 to transfer the vested benefits that
he has earned under the Hourly Plan to the Plan. Such transfer shall be carried out in
accordance with Section 10.02.(f)
    
    In the event a Member transferred from union status to salaried status under
the Prior Plan prior to January 1, 1992, his period of service in union status shall be
treated as Vesting Service and Benefit Service under the provisions of this Plan (based
on rules specified in Article 3) as though such service had been rendered as an
Employee, and any earnings paid to such Employee during such period of service shall be
deemed to be Pensionable Earnings to the extent such earnings would have been included
in Pensionable Earnings had the Member been an Employee during such period of service.
 Riverwood International Employees Retirement Plan
    
    56January 1, 2009




---



##### 



ATTEST:
    
    
    
    Graphic
Packaging International, Inc. 

Retirement Committee/s/ Lori J. Shapiro
    
    
    
    By:
    
    /s/ Daniel J. BlountAssistant Secretary
    
    
    
    
    
    Daniel J. BlountBy:
    
    /s/ Cindy BaermanCindy BaermanBy:
    
    /s/ Kevin R. WolffKevin R. Wolff
  Riverwood International Employees Retirement Plan
    
    57January 1, 2009




---



##### 



APPENDIX A
 Special Provisions Applicable to Certain Participating Units, Locations, and
Employee Groups
 Effective Date
    
    Members Covered
    
    Special ProvisionsJanuary 1, 2005
    
    Five legacy Graphic
Packaging executives
whose employment
contracts as of
December 31, 2004
entitle them to
participate in all
retirement plans
applicable to
similarly situated
executives of the
Employer
    
    The affected
Employees shall
become Members of the
Plan and receive
Vesting Service and
Benefit Service as
recognized under the
Graphic Packaging
Retirement Plan, and
Benefit
Compensation earned
under the Graphic
Packaging Retirement
Plan shall be treated
as Pensionable
Earnings; with the
Pension payable under
the Plan subject to
Section 3.04.November 19, 1998
    
    Peter L. Lee
    
    The affected Employee
shall receive Vesting
Service starting on
February 1, 1989 on
account of service
with his predecessor
employer, and Benefit
Service starting on
March 23, 1995.October 9, 1998
    
    Wood Procurement
non-union hourly
Employees as a result
of sale to Fulghum
Fibres.
    
    Such affected
Employees no longer
participate in the
Plan. Accelerated
vesting credit was
not granted to
affected Employees.May 1 to July 1, 1997
    
    Members of the Plan
who were terminated
as a result of the
closure of the
Bakersfield,
California Plant.
    
    Such affected
Employees no longer
participate in the
Plan. Accelerated
vesting credit was
not granted to
affected Employees.October 18, 1996
    
    Salaried and
non-union hourly
Employees at Joyce,
Forest Resources, and
Wood Products who
were terminated as a
result of the sale of
the Wood Products
Division to Plum
Creek Timber Company,
L.P.
    
    Such affected
Employees no longer
participate in the
Plan and shall be
100% vested in their
Accrued Benefits as
of October 18, 1996.October 13, 1996
    
    Members of the Plan
who were terminated
as a result of the
closure of the
Kankakee, Illinois
Plant.
    
    Such affected
Employees shall be
100% vested in their
Accrued Benefit as of
October 13, 1996.July 10, 1996
    
    Charles E. Lawson,
Michael G. Dooley,
and Leroy G. Gwin
    
    The affected
Employees shall
receive Vesting
Service on account of
service with the
Julian B. Slevin
Company.
 Riverwood International Employees Retirement Plan
    
    58January 1, 2009




---



##### 



Effective Date
    
    Members Covered
    
    Special ProvisionsNovember 19, 1994
    
    Salaried employees of
Fort Packaging Company.
    
    Affected Employees are
eligible to participate
in the Plan, and service
recognized by Miller
Brewing is recognized
under the Plan for
purposes of vesting and
eligibility.June 30, 1994
    
    Non-union hourly and
salaried Employees who
were terminated as a
result of the sale of
the Laminates Plant in
Jacksonville, Florida.
    
    Such affected Employees
no longer participate in
the Plan. Accelerated
vesting credit was not
granted to affected
Employees.June 30, 1993
    
    Non-union hourly and
salaried Employees of
the Waste Recovery &
Paper Plant in Macon,
Georgia.
    
    Such affected Employees
no longer participate in
the Plan. Accelerated
vesting credit was not
granted to affected
Employees.October 31, 1992
    
    Members of the Plan who
were terminated as a
result of the closure of
the Memphis, Tennessee
Carrier Plant.
    
    Such affected Employees
shall be 100% vested in
their Accrued Benefit as
of October 31, 1992.June 30, 1992
    
    Former salaried and
non-union hourly
employees of Macon
Kraft, Inc., Macon Kraft
Laminates, Inc. and
Waste Recovery & Paper,
Inc.
    
    Service recognized for
vesting and eligibility
purposes under a
qualified plan sponsored
by Pratt Industries
(USA), Inc. is
recognized under the
Plan for purposes of
vesting and eligibility.January 1, 1992
    
    Salaried employees of
Minnesota Automation,
Inc.
    
    Affected Employees are
eligible to participate
in the Plan, and service
recognized by Minnesota
Automation, Inc. is
recognized under the
Plan for purposes of
vesting and eligibility.September 27, 1991
    
    Each participant in the
Manville Employees
Retirement Plan who was
terminated as a result
of the sale of the
Riverwood International
Charlotte, North
Carolina Carton Plant to
James River Corporation.
    
    Affected employees are
100% vested in their
Accrued Benefit under
the Plan as of September
27, 1991.May 31, 1991
    
    Each participant in the
Manville Employees
Retirement Plan who was
terminated as a result
of the sale of the
Manville Forest Products
Madison, Wisconsin
Carton Plant to Olympic
Packaging.
    
    Affected Employees are
100% vested in their
Accrued Benefit under
the Plan as of May 31,
1991. Assets and
liabilities transferred
April 30, 1993.
 Riverwood International Employees Retirement Plan
    
    59January 1, 2009




---



##### 



Effective Date
    
    Members Covered
    
    Special ProvisionsMarch 16, 1991
    
    Former salaried employees of
JAK-ET-PAK.
    
    Service recognized by
Federal Paper Board
Company, Inc. for
vesting and
eligibility purposes
under a qualified
plan sponsored by
Federal Paper Board
Company, Inc. is
recognized under the
Plan for purposes of
vesting and
eligibility for
affected Employees.July 31, 1989
    
    Each participant in the
Manville Employees Retirement
Plan who was terminated as a
result of the sale of the
Manville Forest Products
Grocery Bags & Sacks Plant.
    
    Affected Employees
are 100% vested in
their Accrued Benefit
under the Plan as of
July 31, 1989.January 2, 1989
    
    Non-union hourly Employees at
Joyce, Forest Resources, and
Wood Procurement.
    
    The assets and
liabilities
representing the
Accrued Benefits of
affected Employees
were transferred to
the Plan from the
Hourly Plan (formerly
the Manville Forest
Products Hourly
Retirement Plan) on
January 2, 1989, and
such affected
Employees became
Members of the Plan
on January 2, 1989.
Benefit Service shall
not be credited prior
to February 18, 1983,
for former Crown
Zellerbach employees
at Joyce Operations.October 28, 1985
    
    Employees who became Members
of the Plan as of October 28,
1985, due to the acquisition
of Eastex Packaging
Incorporated.
    
    Affected Employees
are credited with
service earned after
December 31, 1953,
and prior to October
28, 1985, at Eastex
Packaging
Incorporated for
purposes of Vesting
Service and Benefit
Service.December 3, 1984
    
    Employees of the Clinton
Packaging Plant who became
Members of the Plan on or
after December 3, 1984 due to
the purchase of the Plant
from Consolidated Packaging.
    
    Affected Employees
are credited with
service earned prior
to December 3, 1984,
at the Clinton
Packaging Plant for
purposes of vesting.August 13, 1984
    
    Each participant in the
Manville Salaried Pension
Plan who was terminated as a
result of the sale of the
Lillie Particleboard Plant as
of August 13, 1984 to
Willamette Industries.
    
    Affected Employees
are 100% vested in
their Accrued Benefit
under the Plan as of
August 13, 1984.
 Riverwood International Employees Retirement Plan
    
    60January 1, 2009




---



##### 



Effective Date
    
    Members Covered
    
    Special ProvisionsFebruary 18, 1983
    
    Salaried Employees in Joyce, Louisiana who became Members of the Plan as of February 18, 1983 due to the acquisition of the Joyce Operations from Crown Zellerbach.
    
    Affected Employees are credited with service earned prior to February 18, 1983, at Crown Zellerbach for purposes of vesting and Benefit Service; however, such an Employees Pension is reduced by an amount that is the actuarial equivalent of any pension benefit paid from a pension plan maintained by Crown Zellerbach.November 23, 1981
    
    Each participant in the Manville Salaried Pension Plan who was terminated as a result of the sale of a location to the Georgia-Pacific Corporation as of November 23, 1981.
    
    Affected Employees are 100% vested in their Accrued Benefit under the Plan as of November 23, 1981.April 15, 1980
    
    Salaried Employees who were terminated as a result of the sale of Wood Mosaic to Katz of America on April 15, 1980.
    
    Such affected Employees no longer participate in the Plan.  Accelerated vesting credit was not granted to affected Employees.  Effective January 1, 1975, Benefit Service was granted to Wood Mosaic Employees for service prior to January 1, 1970, with Wood Mosaic.March 1, 1979
    
    Each participant in the Olinkraft Salaried Pension Plan who was terminated as a result of the sale of the Kansas City Plant on March 1, 1979, to Union Camp.
    
    Affected employees are 100% vested in their Accrued Benefit under the Plan as of March 1, 1979.May 1, 1978
    
    Salaried Employees at the Monroeville, Alabama Particleboard Plant.
    
    Affected Employees received lump sum payments.February 24, 1973
    
    Salaried Employees of the Company at its Joliet, Illinois Container Plant on
February 24, 1973, who participated in the Olin Salaried Pension Plan of Olin Corporation on February 24, 1973,
and who transferred employment to Hoerner-Waldorf Corporation on February 24, 1973, and who were still employed by
Hoerner-Waldorf Corporation on June 1, 1974.  Hoerner-Waldorf was succeeded by Champion, which was succeeded by Stone
Container, and these provisions apply to any successor at that location.
    
    Affected Employees are entitled to benefits under the Plan according to the provisions of the Plan in effect as of December 31, 1975.
Such Accrued Benefit was calculated as of February 24, 1973, based on the following: vesting at age 40 with 10 years of service; early retirement at age 55 with 15 years of service; early retirement reduced 4% per year prior to age 65.
 Riverwood International Employees Retirement Plan
    
    61January 1, 2009




---



##### 



APPENDIX B
 Minimum Benefits for Members
of the Prior Plan as of December 31, 1988
  Accrued Benefits as of December 31, 1988, Payable at Age 65
 1.
    
    Current Formula(Benefit formula in effect under the Manville Plan for the period January 2,
1986 through December 31, 1988)Accrued Benefits as of December 31, 1988, under the benefit formula in effect under the
Manville Plan on December 31, 1988.2.(a)
    
    Prior Formula(applies only to members of the Manville Salaried Retirement Plan prior to
January 1, 1986)Greater of the Alternate or Grandfathered Formula
 Alternate Formula (1985 Benefit Formula)Accrued Benefits as of December 31, 1988, based on the benefit formula in effect
under the Plan on December 31, 1985.Grandfathered Formula (1980 Benefit Formula)Accrued Benefits as of December 31, 1988, based on the benefit formula in effect
under the Plan on December 31, 1980.
 Offset Due to the Refund of Accumulated Contributions
 Accrued Benefits as of December 31, 1988, based on the refund of Accumulated
Contributions.
 (b)
    
    Prior Formula(applies only to members of the Manville Forest Products Salaried Retirement
Plan prior to January 1, 1986)
 Accrued Benefits as of December 31, 1988, based on the benefit formula in effect
under the Plan on December 31, 1985. (1985 Benefit Formula)
 Minimum Benefits Based on Retirement at Age 65
  Riverwood International Employees Retirement Plan
    
    62January 1, 2009




---



##### 



The greater of (a) or (b) below:
 (a)
    
    The Current Formula(b)
    
    The Prior Formula under (i) or (ii) as applicable as follows:
 (i)
    
    Under the Manville Salaried Retirement Plan:The greater of the Alternate Formula or the Grandfathered Formula
LessThe Offset Due to the Refund of Accumulated Contributions.(ii)
    
    Prior Formula under the Manville Forest Products Retirement Plan.
 Minimum Benefits Based on Early Retirement
  The greater of (a) or (b) below:
 (a)
    
    The Current Formula reduced by 3% for each year and fraction thereof that the
benefit commencement date precedes the Members age 62.(b)
    
    The Prior Formula under (i) or (ii) as applicable as follows:
 (i)
    
    Under the Manville Salaried Retirement Plan:
The greater of the Alternate Formula or the Grandfathered Formula reduced by
4% for each year and fraction thereof that the benefit commencement date
precedes the Members age 62 less the offset due to the refund of
Accumulated Contributions multiplied by the applicable percentage as
follows:
 COMPLETED AGE AT DATEBENEFITS COMMENCE
    
    PERCENTAGE65
    
    100%64
    
    9563
    
    8162
    
    7761
    
    7460
    
    7059
    
    5958
    
    5657
    
    5456
    
    5155
    
    4954
    
    4653
    
    3952
    
    3751
    
    3550
    
    33
 Riverwood International Employees Retirement Plan
    
    63January 1, 2009




---



##### 



(ii)
    
    Under the Manville Forest Products Salaried Retirement Plan:
The Prior Formula reduced by 3% for each year and fraction thereof
that the benefit commencement date precedes the Members age 62, down
to age 55, and actuarially reduced for payment before age 55, down to
age 50, based on the UP-1984 Mortality Table and an interest rate of
five percent (5%) compounded annually.
 Minimum Benefits Based on Deferred Vested Retirement
  The greater of (a) or (b) below:
 (a)
    
    The Current Formula reduced by the appropriate factor from the schedule in
Section 4.04(b) of the Prior Plan based on his age when his Pension commences.(b)
    
    The Prior Formula under (i) or (ii) as applicable as follows:
 (i)
    
    Under the Manville Salaried Retirement Plan
The greater of the Alternate Formula or the Grandfathered Formula reduced by
the appropriate factor from the schedule in Section 4.04(b) of the Prior
Plan based on his age when his Pension commences, less the offset due to the
refund of Accumulated Contributions as outlined in clause (i) of Section (b)
under Minimum Benefits Based on Early Retirement in this Appendix B.(ii)
    
    Under the Manville Forest Products Salaried Retirement Plan
The Prior Formula reduced by 3% for each year and fraction thereof
that the benefit commencement date precedes the Members age 62, down
to age 55, and actuarially reduced for payment before age 55, down to
age 50, based on the UP-1984 Mortality Table and an interest rate of
five percent (5%) compounded annually.
 Minimum Benefits Based on Late Retirement
  Riverwood International Employees Retirement Plan
    
    64January 1, 2009




---



##### 



COMPLETED AGE AT DATE 
BENEFITS COMMENCE
    
    PERCENTAGE65
    
    100%66
    
    105%67
    
    121%68
    
    127%69
    
    145%70
    
    153%71
    
    160%72
    
    182%73
    
    192%74
    
    217%75
    
    228%
 Minimum Benefits Based on Disability Retirement or Death Before the Members Annuity Starting Date
  Riverwood International Employees Retirement Plan
    
    65January 1, 2009




---



##### 



APPENDIX C
 Schedule of Benefits Referenced in Section 4.01(c)(iv)
 Pension
    
    Prior Annual
    
    
    Updated Annual
    
    
    Effective Date ofNumber
    
    Amount($)
    
    
    Amount($)
    
    
    Update7
    
    
    2,360.76
    
    
    
    10,323.37
    
    
    
    9/30/20079
    
    
    56,291.64
    
    
    
    66,820.71
    
    
    
    9/30/200710
    
    
    17,001.24
    
    
    
    22,692.00
    
    
    
    9/30/200711
    
    
    34,283.52
    
    
    
    101,902.07
    
    
    
    9/30/200715
    
    
    39,417.00
    
    
    
    47,520.29
    
    
    
    9/30/200720
    
    
    5,576.28
    
    
    
    6,017.88
    
    
    
    9/30/200722
    
    
    1,746.00
    
    
    
    1,997.41
    
    
    
    9/30/200727
    
    
    3,851.76
    
    
    
    13,587.63
    
    
    
    9/30/200733
    
    
    15,248.88
    
    
    
    84,248.88
    
    
    
    9/30/200737
    
    
    2,704.32
    
    
    
    22,736.77
    
    
    
    9/30/200739
    
    
    1,861.56
    
    
    
    19,924.64
    
    
    
    9/30/200741
    
    
    N/A
    
    
    
    12,587.17
    
    
    
    9/30/200742
    
    
    N/A
    
    
    
    1,265.45
    
    
    
    9/30/200743
    
    
    N/A
    
    
    
    313.13
    
    
    
    9/30/200744
    
    
    N/A
    
    
    
    13,959.11
    
    
    
    9/30/200745
    
    
    N/A
    
    
    
    46,572.95
    
    
    
    9/30/200746
    
    
    N/A
    
    
    
    1,233.34
    
    
    
    9/30/2007
 Riverwood International Employees Retirement Plan
    
    66January 1, 2009




---



##### 



APPENDIX D
 Schedule of Benefits Referenced in Section 4.01(c)(v)
 Pension
    
    Annual
    
    Effective Date ofNumber
    
    Amount ($)
    
    Update34
    
    1,587.36
    
    9/30/2007
 Riverwood International Employees Retirement Plan
    
    67January 1, 2009




---



##### 



APPENDIX E
 CERTAIN HISTORICAL PROVISIONS
  ARTICLE 1  DEFINITIONS
 A.
    
    Accumulated Contributionsmeans the Members total contributions, if any, made to the
Manville Plan prior to January 2, 1986, increased by an amount equal to the sum of (a), (b)
and (c) below:
 (a)
    
    If the Member elected under Section 5.01(b) of the Manville Salaried Retirement
Plan as in effect on July 1, 1968, to leave on deposit all of the Members Accumulated
Contributions made under the Retirement Plan of Johns-Manville Corporation and
subsidiaries as in effect on June 30, 1968, an amount equal to the excess, if any, of
those Accumulated Contributions over the amount that would have been required if the
Members election had been under Section 5.01(a) of the Manville Salaried Retirement
Plan as in effect on July 1, 1968;(b)
    
    The supplemental contributions, if any, the Member elected to make under
Section 5.03 of the Manville Salaried Retirement Plan as in effect on July 1, 1968; and(c)
    
    Earnings credited on such contributions as of December 31, 1985.
 B.
    
    Actuarial Equivalentmeans a benefit having the same value as the benefit that such
Actuarial Equivalent replaces. For periods prior to January 1, 2007, with respect to benefits
payable in a form other than a lump sum payment, Actuarial Equivalent was based on an interest
rate of 5% and the UP-84 Mortality Table.C.
    
    Average Final Salary means prior to January 1, 2007, the annual Pensionable Wages of a
Member paid during the five consecutive Plan Years in the last ten Plan Years of the Members
Benefit Service affording the highest average. Prior to January 1, 2007, the Final Average
Salary of a Part-time Employee was subject to the following rules:
 (a)
    
    If, in any period included in the computation of Average Final Salary, a Member
who is a Part-time Employee has completed less than the normal number of hours for a
Full-time Employee similarly employed, the Members Pensionable Wages for that period
shall be adjusted to a full-time basis for the purpose of that computation. The
adjustment will be made by annualizing the base pay of the Member for the period and
adding other amounts actually paid during that period that are included in Pensionable
Wages.
 Riverwood International Employees Retirement Plan
    
    68January 1, 2009




---



##### 



(b)
    
    If, in any period included in the computation of Average Final Salary, a Member
who has previous employment with the Employer as an hourly employee, was not covered
during that period of employment by the Plan, and who completed less than the normal
number of hours for a Full-time Employee similarly employed, the Members Pensionable
Wages for that period shall be adjusted to a full-time basis for the purpose of that
computation. The adjustment will be made by multiplying the Members Pensionable Wages
by the ratio of the hours worked by a similarly situated Full-time Employee to the
Members hours worked in that period.
 D.
    
    Board of Directors or Board means the Board of Directors of
Riverwood International Corporation prior to August 8, 2003 and, on
and after August 8, 2003 and prior to March 10, 2008, means the Board
of Director of Graphic Packaging International, Inc., and on and after
March 10, 2008, means the Board of Directors of Graphic Packaging
Holding Company.E.
    
    Covered Compensation means prior to January 1, 2007, for any Plan
Year, the average of the taxable wage bases in effect under Section
230 of the Social Security Act for each year in the 35-year period
ending with the year prior to the year in which the Member terminates.
For purposes of this definition, if a Members date of termination
precedes his attainment of Social Security Retirement Age, he shall be
deemed to attain his Social Security Retirement Age in the year of
termination. Covered Compensation shall be frozen at:
 (a)
    
    Social Security Retirement Age;(b)
    
    The date of eligibility for the Employers long-term disability plan; and(c)
    
    The last day worked if eligible for immediate disability retirement.
 F.
    
    Employer means Riverwood International Corporation prior to August
8, 2003 and, on and after August 8, 2003, means Graphic Packaging
International, Inc or any successor by merger, purchase or otherwise,
with respect to its Employees; and any other company participating in
the Plan, as provided in Section 10.03, with respect to its Employees.G.
    
    Pensionable Wagesfor periods prior to January 1, 2002 were limited
as follows. Effective on and after January 1, 1989 and before January
1, 1994, Pensionable Earnings taken into account for any purpose under
the Plan, including the determination of Average Final Salary shall
not exceed $200,000 per year. Except as provided below, as of January
1 of each calendar year on and after January 1, 1990 and before
January 1, 1994, the applicable limitation as determined by the
Commissioner of Internal Revenue for that calendar year shall become
effective as the maximum Pensionable Earnings to be taken into account
for Plan purposes for that calendar year only in lieu of the $200,000
limitation set above. Commencing with the Plan Year beginning in
1994, Pensionable Earnings to be taken into account for any purpose
under the Plan, including the determination of Average Final Salary,
shall not exceed $150,000 (as adjusted below). If, for any calendar
year after 1994, the cost-of-living adjustment described in the
following sentence is equal to or greater than $10,000, then the
limitation (as previously
 Riverwood International Employees Retirement Plan
    
    69January 1, 2009




---



##### 



adjusted hereunder) for any Plan Year beginning in any subsequent calendar year shall be
increased by the amount of such cost-of-living adjustment, rounded to the next lowest
multiple of $10,000. The cost-of-living adjustment shall equal the lesser of:
 (a)
    
    $150,000 increased by the adjustment made under Section 415(d) of the Code for
the calendar year except that the base period for purposes of Section 415(d)(1)(A) of
the Code shall be the calendar quarter beginning October 1, 1993 over(b)
    
    The annual dollar limitation in effect for the Plan Year beginning in the
calendar year.
 ARTICLE 5- BENEFITS
 A.
    
    Normal Retirement PensionPrior to January 1, 2007, Section 4.01(c)(i) and (ii) read as follows:
 (i)
    
    1.02% of Average Final Salary up to Covered Compensation plus
1.40% of Average Final Salary in excess of Covered Compensation multiplied by
Benefit Service up to 35 years.(ii)
    
    1.33% of Average Final Salary multiplied by Benefit Service in
excess of 35 years.
 In addition, notwithstanding anything contained herein to the contrary, the annual normal
retirement Pension of a Member who terminated employment prior to January 1, 2002, and who
was affected by the imposition of the $150,000 limitation on Pensionable Earnings provided
in Section 1.32 shall be equal to the greater of (i) the Members Pension calculated under
the provisions of the Plan as determined with regard to such imposition or (ii) a Pension
equal to the Members Accrued Benefit determined as of December 31, 1993, plus the Members
Accrued Benefit based solely on service after such date under the provisions of the Plan as
determined with regard to such imposition. For this purpose, the Accrued Benefit determined
as of December 31, 1993 shall be equal to the greater of (iii) the Members Accrued Benefit
determined as of December 31, 1993 as determined with regard to the $200,000 limitation on
Pensionable Earnings provided in Section 1.32 (effective before January 1, 1994) or (iv) the
Members Accrued Benefit determined in paragraph (b) above as of December 31, 1988 plus the
Members Accrued Benefit based solely on service after such date under the provisions of the
Plan as determined with regard to such limitation.B.
    
    Early Retirement PensionPrior to January 1, 2007, in the case of a Member who elected to commence receipt of an
early retirement Pension, the Members Pension shall be equal to the deferred Pension
reduced by 1/3 of 1% for each month by which the date of the Members early retirement
Pension precedes his Normal Retirement Date; provided, however, if the Member shall have 25
years of Accumulated Service at his date of retirement, the Members Pension shall be equal
to the deferred Pension reduced by 1/3 of 1% for each month by which the
 Riverwood International Employees Retirement Plan
    
    70January 1, 2009




---



##### 



date of the Members early retirement Pension precedes the first day of the calendar month
coincident with or immediately following the Members 62nd birthday.C.
    
    Payments to Persons Retired Under the Prior PlanAny person entitled to receive retirement income or another allowance under the Prior Plan
as in effect prior to January 1, 1992, shall be considered as a retired Member or former
Member of the Plan, as the case may be, and after December 31, 1991, shall receive the
retirement income or other allowance under the Plan. However, the retirement income or
other allowance shall be subject to all terms and conditions of the Prior Plan as in effect
at the time the person retired or terminated employment.D.
    
    Thrift Plan BenefitIf a Member who made Accumulated Contributions under the Manville Plan failed to make an
election under Article 9 of the Manville Employees Thrift Plan (the thrift plan) to not
have the Retirement Plan Account of the thrift plan be paid in the form of an annuity, the
balance of such account shall be transferred to the Plan and an equivalent additional
benefit shall be paid from the Plan. Such additional benefit will be calculated based on
the UP-1984 Mortality Table and the interest rate used by the PBGC for valuing benefits for
single employer plans that terminate on the Members Annuity Starting Date or calculated on
the date of transfer, if earlier.
 ARTICLE 6  PAYMENT OF PENSIONS
 A.
    
    Interest Rate and Mortality Assumptions for Lump sum Payments.Notwithstanding the above, a lump sum payment of equivalent actuarial value shall be made in
lieu of all benefits payable under the Plan if the present value of the Pension payable to
the Member or to the Members surviving Spouse in the case of the death of a married Member
(such Pension determined as of the Members Normal Retirement Date or actual termination of
service, if later) amounts to $5,000 or less. In determining the present value and the
amount of a lump sum payment payable under this paragraph for an Annuity Starting Date
before January 1, 2000, the interest rate(s) to be used shall be the interest rate(s) which
would be used by the Pension Benefit Guaranty Corporation for valuing deferred pensions
commencing at Normal Retirement Date for single employer plans that terminate on the date of
distribution, and the UP-1984 Table. For an Annuity Starting Date on or after January 1,
2000, the present value and the amount of a lump sum payable under this paragraph shall be
based on the (i) the applicable interest rate which means the annual rate of interest on
30-year Treasury securities for the second calendar month preceding the month containing the
Annuity Starting Date and (ii) the applicable mortality table which means the mortality
table prescribed by the Secretary of the Treasury under Section 417(e)(3)(A)(ii)(I) of the
Code in effect as of the Annuity Starting Date. For an Annuity Starting Date on or after
January 1, 2007, the present value and the amount of the lump sum payable under this
paragraph shall be based on (i) the applicable interest rate which means the annual rate
of interest on 30-year Treasury securities for the month of November preceding the Plan Year
in which the Annuity Starting Date occurs (except that the applicable interest rate for an
Annuity Starting Date occurring in the period January 1, 2007 through December 31, 2007
shall not be greater than the interest rate determined
 Riverwood International Employees Retirement Plan
    
    71January 1, 2009




---



##### 



under the preceding sentence), and (ii) the applicable mortality table prescribed by the
Secretary of the Treasury under Section 417(e)(3)(A)(ii)(I) of the Code in effect as of the
Annuity Starting Date.
 ARTICLE 11- TRANSFERS
 11.03
    
    Transfers To and From Manville Plan
 (a)
    
    Notwithstanding any other provisions of the Plan, the provisions of this
Section 11.03 shall apply to (i) any member of the Manville Plan who ceases to be an
employee as defined in the Manville Plan and at the same time becomes an Employee on or
after January 1, 1992 but before January 1, 1998, and (ii) any Member of the Plan on or
after January 1, 1992 but before January 1, 1998 who ceases to be an Employee and at
the same time becomes an employee as defined in the Manville Plan.(b)
    
    For persons described in clause (i) of paragraph (a):
 (i)
    
    Employment credited as accumulated service or benefit service
under the Manville Plan will be fully recognized as Vesting Service and Benefit
Service under the Plan.(ii)
    
    All applicable remuneration while a member of the Manville Plan
will be deemed Pensionable Earnings for purposes of the Plan.(iii)
    
    The individuals accrued benefit under the Manville Plan at
the date he ceases to be an employee as defined in the Manville Plan will be a
minimum Accrued Benefit under the Plan.(iv)
    
    The individuals Pension under the Plan shall be based on the
provisions of the Plan as in effect on the Employees Severance Date.(v)
    
    Assets from the trust of the Manville Plan will be transferred
to the trust of the Plan in an amount equal to the Accumulated Benefit
Obligation (as that term is defined in Financial Accounting Standards Board
Statement No. 87) of the Accrued Benefit of the employee at the date of
transfer, multiplied by a Plan Funding Ratio. The Accumulated Benefit
Obligation will be determined on the basis of the actuarial assumptions used by
Manville Corporation for financial reporting purposes as of the December 31
preceding or coincident with the date of the employees change in employment
status. The Plan Funding Ratio will be determined on the December 31
coincident with or preceding the date of the employees change in employment
status and will be equal to:
 Market Value of Manville Plan Trust Assets
 (vi)
    
    Such transfer of assets will be made by July 1 of each year for
all employees changing employment status during the preceding calendar year (or
at such other frequency as agreed to by Manville Corporation and
 Riverwood International Employees Retirement Plan 
January 1, 2009
    
    72




---



##### 



the Employer) and will include investment return for the delay in payment at
an annual rate equal to the discount rate used in determining the
Accumulated Benefit Obligation at the December 31 coincident with or
preceding the transfer.(vii)
    
    This transfer of assets and liabilities will be carried out
under the provisions of Section 414(l) of the Code.(viii)
    
    Upon completion of the transfer of assets and liabilities for any affected
individual, the Plan will have the total and sole responsibility for the
Employees Accrued Benefit under the Plan.
 (c)
    
    For persons described in clause (ii) of paragraph (a) above:
 (i)
    
    Employment credited as Vesting Service or Benefit Service under
the Plan will be fully recognized as accumulated service and benefit service in
the Manville Plan.(ii)
    
    Pensionable Earnings under the Plan will be recognized as
pensionable Earnings under the Manville Plan.(iii)
    
    The individuals Accrued Benefit under the Plan as of the date
he ceases to be an Employee will be a minimum accrued benefit under the
Manville Plan.(iv)
    
    The individuals pension under the Manville Plan shall be based
on the provisions of the Manville Plan as in effect on the employees severance
date.(v)
    
    Assets from the trust of the Plan will be transferred to the
trust of the Manville Plan in an amount equal to the Accumulated Benefit
Obligation (as that term is defined in Financial Accounting Standards Board
Statement No. 87) of the Accrued Benefits of the Employee at the date of
transfer, multiplied by a Plan Funding Ratio. The Accumulated Benefit
Obligation will be determined on the basis of the actuarial assumptions used by
the Employer for financial reporting purposes as of the December 31 preceding
or coincident with the date of the employees change in employment status. The
Plan Funding Ratio will be determined on the December 31 coincident with or
preceding the date of the employees change in employment status and will be:
 Market Value of Plan Trust Assets
 (vi)
    
    Such transfer of assets will be made by July 1 of each year for
all employees changing employment status during the preceding calendar year (or
at such other frequency as agreed to by Manville Corporation and the Employer)
and will include investment return for the delay in payment at an annual rate
equal to the discount rate used in determining the Accumulated Benefit
Obligation at the December 31 coincident with or preceding the transfer.
 Riverwood International Employees Retirement Plan
    
    73January 1, 2009




---



##### 



(vii)
    
    This transfer of assets and liabilities will be carried out
under the provisions of Section 414(l) of the Code.(viii)
    
    Upon completion of the transfer of assets and liabilities for any affected
employee, the Manville Plan will have the total and sole responsibility for the
individuals accrued benefit under the Manville Plan.
 Riverwood International Employees Retirement Plan
    
    74January 1, 2009