Exhibit 14.1
 
 CODE OF BUSINESS CONDUCT AND ETHICS
Graphic Packaging Holding Company and Subsidiaries
  Integrity:
 Respect:
 Accountability:
 Relationships:
 Teamwork:




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
    
    conduct himself or herself in accordance with the law and with full regard for our
rights, obligations and ethical responsibilities;
    
    conduct himself or herself in a manner that reflects positively on our
organization;
    
    avoid transactions or situations in which his or her own interests conflict or
could be construed to conflict with ours; and
    
    address any concerns he or she may have about how business is being conducted with
his or her supervisor or manager or through the AlertLine , without any fear of
retaliation.




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CODE OF BUSINESS CONDUCT
AND ETHICS
2011
 Our Core Values:
Integrity
Respect
Accountability
Relationships
Teamwork




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TABLE OF CONTENTS
 INTRODUCTION
    
    
    1A.
    
    COMPLIANCE WITH LAWS AND REGULATIONS
    
    
    1B.
    
    CONFLICTS OF INTEREST
    
    
    3C.
    
    CUSTOMERS AND SUPPLIERS; FAIR DEALING
    
    
    5D.
    
    CORPORATE OPPORTUNITY
    
    
    6E.
    
    CONFIDENTIAL INFORMATION
    
    
    6F.
    
    INSIDER TRADING
    
    
    7G.
    
    PERSONAL INVESTMENTS
    
    
    8H.
    
    POLITICAL CONTRIBUTIONS
    
    
    8I.
    
    PAYMENTS TO GOVERNMENTAL OFFICIALS
    
    
    9J.
    
    BOOKS AND RECORDS
    
    
    10K.
    
    EMPLOYEE RELATIONS
    
    
    11L.
    
    PROTECTION AND PROPER USE OF ASSETS
    
    
    11M.
    
    ACCOUNTING COMPLAINTS
    
    
    12N.
    
    PUBLIC COMPANY REPORTING
    
    
    12O.
    
    AMENDMENT, MODIFICATION AND WAIVER
    
    
    13P.
    
    COMPLIANCE WITH THIS CODE
    
    
    13Q.
    
    PROCEDURES FOR INQUIRIES
    
    
    14R.
    
    NO ADMISSION
    
    
    14ACKNOWLEDGEMENT FORM
    
    
    15EXHIBIT A (ALERTLINE NUMBERS)
    
    
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Graphic Packaging Holding Company and Subsidiaries
Code of Business Conduct and Ethics
 INTRODUCTION
 The Graphic Packaging Code of Business Conduct and Ethics
 
    
    compliance with applicable laws, including applicable governmental agency rules;
    
    honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;
    
    full, fair, accurate, timely and understandable disclosures in documents the Company
files with or otherwise submits to the SEC and in other public communications the Company
makes;
    
    the prompt internal reporting of Code violations to the appropriate persons; and
    
    accountability for adherence to the Code.
  A. COMPLIANCE WITH LAWS AND REGULATIONS
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1.
    
    Making sure that all products we sell comply with all legal safety standards. We will not
sell any product we know to be defective and we try to minimize, as much as possible, any
hazards from products where there are risks that cannot be avoided entirely.2.
    
    Employees must comply with all federal and state antitrust laws. Employees should avoid any
communication with a competitor about pricing, costs, discounting, promotion, production,
marketing, product and health labels, inventories, product development, sales territories and
goals, market studies, or other proprietary or confidential information about a competing
product.3.
    
    We are committed to having a work environment where all individuals are treated with respect
and dignity. To help achieve this goal, employees must comply with all laws and regulations
relating to equal employment opportunity. We will, to the extent practicable, establish
affirmative action programs for all legally protected classes of people. Employees may not
discriminate against or harass any employee or applicant for employment, or anyone else who is
in our work environment, based on race, sex, age, color, ethnic background, religious beliefs,
national origin, ancestry, marital status, sexual orientation, physical or mental disability,
because he or she is a disabled veteran or veteran of the Vietnam Era, or because of any other
legally-protected characteristic.4.
    
    We are committed to having a safe workplace and to complying with all laws that address
safety in the workplace. All employees are responsible for ensuring that their work area is
safe and that any safety hazards are reported right away so they can be corrected.5.
    
    We will comply with all applicable environmental laws and regulations and maintain programs
and procedures to make employees aware of their environmental responsibilities. In addition,
all employees should constantly be sensitive to how their activities impact the environment.
They should strive to preserve and improve the quality of the environment.6.
    
    We will respect our property and the property of others by protecting it from unauthorized
uses. All employees will comply with all applicable copyright laws related to computer
software or any other written or electronic materials that are used for work. Employees may
not use computer software on PCs or other computers or any other materials, such as books or
articles, in any manner not specifically authorized by the vendor agreement and our policies.7.
    
    We will only purchase products and services from vendors whose labor force is made up of
employees with a minimum age of not less than 16 years, and whose labor force used in
producing the goods is not furnished, wholly or in part, by convicts or prisoners, except
convicts or prisoners on parole, supervised release, or probation. All vendors and suppliers
are expected to
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comply with all applicable laws and regulations in the production of goods and services for us
and in the conduct of their business with us.
   B. CONFLICTS OF INTEREST
     1.
    
    Any existing material (financial or otherwise) interest in any customer, supplier or
competitor of the Company must be promptly disclosed to the Company upon an Employees
employment with the Company. Although materiality depends on the individual circumstances, an
interest would be considered material if it involves more than 5% of the employee or family
members net worth, or represents a 5% or greater ownership interest of the customer, supplier
or competitor.2.
    
    Commercial bribery is illegal and the payment or receipt of any business-related bribe or
kickback is prohibited. Employees and their family members may not directly or indirectly
accept money or other gifts, services, entertainment or trips from any person or outside
concern that does or seeks
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to do business with us, unless they are of nominal or token value. Gifts, service or
entertainment are not of nominal or token value if they are likely to influence an employees
independent business judgment.Generally, permissible entertainment includes the actual cost of meals, beverages, greens fees,
and theater or arena tickets where the entertainment is occasional and related to a legitimate
business purpose. Permissible business entertainment does not include the use of condominiums,
hunting lodges, or similar personal accommodations or trips, unless an employee obtains prior
approval from an appropriate senior officer.3.
    
    The following activities are prohibited unless approved or ratified by the Audit Committee of
the Board of Directors pursuant to the policy regarding Related Party Transactions:
 a.
    
    Acquiring any material interest (financial or otherwise, as defined in paragraph 1.
above) in any customer, supplier of merchandise or services, or competitor of the Companyb.
    
    Providing managerial or consulting services or serving as a director to any customer,
supplier or competitor of the Company, except with the President and CEOs prior knowledge
and approval. (Any employee serving on the board of directors of any public company
requires approval of the Companys board of directors.)c.
    
    Providing any information in a consulting or other capacity to a hedge fund or other
investment organization about the Company or its customers or suppliers with whom the
employee has had contact on behalf of the Company.c.
    
    Representing us in any transaction with another organization in which an employee or
a family member has a material personal interest.d.
    
    Purchasing or obtaining merchandise from us, regardless of condition, for the purpose
of resale.e.
    
    Accepting loans from any person or entity having or seeking business withus, except recognized financial institutions at market interest rates.f.
    
    Supervising, making or reviewing employment decisions that relate to a relative or
an individual with whom the employee is engaged in a romantic relationship.
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C. CUSTOMERS AND SUPPLIERS; FAIR DEALING
   1.
    
    No bribe, payoff, kickback or other payment for any improper or illegal purpose will be made
by or on our behalf, directly or indirectly, regardless of motive, to or for the benefit of
any customer, supplier, developer, or any of their employees.2.
    
    Social amenities, reasonable entertainment, and other courtesies consistent with our policies
may be extended to customers, suppliers, or their employees. Expensive gifts or lavish
entertainment may not be offered or furnished to any customer, supplier or their employees.3.
    
    No customer will be billed for any amount in excess of actual selling price of the goods or
services. No part of the purchase price will be rebated to a customer, except in accordance
with approved plans and programs. Appropriate credit will be given for the value of all
merchandise returned by customers consistent with our policies.
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4.
    
    All sales will be billed directly to the purchaser by written invoice setting forth, in
sufficient detail, the goods and services involved and the amounts owed by the customer.5.
    
    Employees will seek the best price available when purchasing goods or services for us and
will document the purpose and actual amount of the payment.6.
    
    All payments by us or on our behalf, including fees or commissions paid to attorneys,
consultants, advisors, dealers, agents, or other representatives, will be made by check,
draft, wire transfer, electronic fund transfer, or other document transfer, drawn to the order
of the appropriate party and supported by documentation reflecting the actual purpose.
 D. CORPORATE OPPORTUNITY
  E. CONFIDENTIAL INFORMATION
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F. INSIDER TRADING
   1.
    
    Window for Trading. Our Board, Corporate Officers appointed by the Board, Investor
Relations personnel and selected financial personnel may not purchase or sell our common stock
during the period commencing 14 days prior to the end of any fiscal quarter and ending on the
third business day following public announcement of our annual or quarterly financial results.
Even during periods when purchase or sales of our common stock is permitted, however, trading
is prohibited if the insider possesses material non-public information.This policy is
intended to assure that insiders do not violate federal securities laws, to insure the
continued confidence of investors in our common stock, and to avoid any appearance of
impropriety.2.
    
    Short Sales. Our trading policy prohibits any employee from selling our common stock
if the seller does not then own the common stock or failing to deliver the common stock within
20 days after the sale or failing to mail the shares of common stock for clearing within five
days after the sale. The transactions that this policy prohibits are short sales and sales
against the box. In a short sale, the seller attempts to profit from an anticipated drop
in a market price by selling securities he or she does not then own and covering the sale with
securities bought after the decline. A sale against the box is a
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hedging device in which the seller owns the securities in question but can cover his sale with
other securities bought during the price decline while holding securities already owned in the
box for long-term gain. It is contrary to an employees obligation of loyalty to us to engage
in short sales or sales against the box.3.
    
    Writing or Trading Options. Employees may not write or trade in options on our
common stock. Prohibited transactions include buying and selling (or writing) put or call
options, whether or not the trader owns common stock underlying the option (as in the case of
covered call options, for example).4.
    
    Six-Month Trading Rule. Directors and officers meeting the definition of an
executive officer must additionally comply with Section 16 of the Securities Exchange Act of
1934 (the Exchange Act). Executive officers are designated by the Board of Directors.
Executive officers and directors must report their transactions in our common stock to the SEC
and are liable to us for short-swing profits resulting from any non-exempt combination of
purchase and sale of our common stock within a period of less than six months. Section 16
also prohibits short sales by executive officers and directors. Additional details are
available to directors and executive officers in our Policy Statement on Insider Trading.For more information see the Policy Statement on Trading Securities of Graphic Packaging
Holding Company, available on our website, or from the Law Department upon request.
 G. PERSONAL INVESTMENTS
 Section F
 H. POLITICAL CONTRIBUTIONS
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I. PAYMENTS TO GOVERNMENTAL OFFICIALS
   1.
    
    No bribe, payoff, kickback, or other payment of any questionable, improper, or illegal
purpose shall be made by us or on our behalf, directly or indirectly, regardless of motive, to
or for the benefit of any governmental agency, officials, or their families or employees.2.
    
    No funds or assets of any type shall be paid, loaned or given to or for the benefit of any
governmental agency or official, and no transaction shall be entered into with or for the
benefit of any governmental agency or official, except for a legitimate business purpose, in
accordance with applicable law and customs, and in compliance with the following policies and
procedures:
 a)
    
    No government official shall be retained or otherwise compensated by an employee or
the Company to perform services related to a matter within the scope of that persons
official functions or the duties and responsibilities of the governmental body by which
that person is employed, to assist in obtaining or retaining governmental business or to
influence legislation or regulations.b)
    
    Social amenities, reasonable entertainment, and other courtesies consistent with our
policies may be extended to governmental officials to the extent customary and proper in
the jurisdiction in which offered. Expensive gifts or lavish entertainment shall not be
offered or furnished to any government official.
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J. BOOKS AND RECORDS
     1.
    
    All transactions affecting us, directly or indirectly, will be recorded on and documented
properly and accurately in our books and records in accordance with our policies and
procedures.2.
    
    All accounts established and maintained by us or for our benefit will be recorded on and
documented properly and accurately in our books and records in accordance with our policies
and procedures.3.
    
    In accordance with our policies and procedures, all cash and cash equivalents received by us
or on our behalf will be promptly recorded on our books and records and deposited with or
maintained by a bank or other institution, except cash or cash equivalents required for normal
business operations.4.
    
    Each employee involved in creating, processing or recording accounting information affecting
us will be held responsible for our integrity.5.
    
    Compliance with generally accepted accounting principles and our internal accounting
controls, policies and procedures is required.6.
    
    No false or intentionally misleading entries will be made in our books and records or in
connection with any related documentation.7.
    
    No fund or asset that is not disclosed or recorded will be established or maintained,
directly or indirectly, for any purpose.
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8.
    
    Complete and accurate information will be given in response to inquiries from any of our
accounting functions, the Law Department, Internal Audit, and our independent auditor.
 K. EMPLOYEE RELATIONS
      L. PROTECTION AND PROPER USE OF ASSETS
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M. ACCOUNTING COMPLAINTS
  N. PUBLIC COMPANY REPORTING
   1.
    
    Carefully review drafts of reports and documents that we are required to file with or submit
to the SEC before they are filed or submitted, as well as our press releases or other public
communications before they are released to the public.2.
    
    Meet with our disclosure committee, members of senior management not on the disclosure
committee, division heads, accounting staff and others involved in the disclosure process to
discuss their comments on the draft report, document, press release or public communication.3.
    
    Establish and maintain disclosure controls and procedures that ensure that material
information is included in each report, document, press release or public communication in a
timely fashion.4.
    
    Consult with the Audit Committee of the Board on a regular basis to determine whether they
have identified any weaknesses or concerns with respect to internal controls.5.
    
    When relevant, confirm that neither our internal auditors nor our independent auditors are
aware of any material misstatements or omissions in the draft report or document, or have any
concerns about managements discussion and analysis section of a report.
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6.
    
    Promptly bring to the attention of the Audit Committee of the Board matters that could
compromise the integrity of our financial reports, or disagreements on accounting matters.
 O. AMENDMENT, MODIFICATION AND WAIVER
  P. COMPLIANCE WITH THIS CODE
 Any employee having information or knowledge of any actual or contemplated violation of this
Code shall promptly inform his or her supervisor, report the matter to our General Counsel or call
our AlertLine to report the matter
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We will not permit retaliation of any kind against employees for good faith reports or complaints
of either violations of this Code or other illegal conduct.
 Q. PROCEDURES FOR INQUIRIES
  R. NO ADMISSION
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SignaturePrinted NameLocation/FacilityTitleDate
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Australia
    
    1.800.881.011 to place calls using Telstra1.800.551.155 to place calls using OptusThen dial:  866.490.3235Brazil
    
    Dial this number first when calling from Brazil:0.800.890.0288 or 0.800.888.8288Then dial:  800.563.0190Canada
    
    1.866.490.3235China
    
    Dial this number first when calling from China:(Northern) 108.888 to place calls from the Beijing region(Southern) 108.11 to place calls
from the Shanghai and Guangzhou regionsThen dial:       800.563.0190Cyprus
    
    800.900.10         866.490.3235Denmark
    
    800.100.10         866.490.3235France
    
    0.800.99.0011    866.490.3235Germany
    
    800.225.5288     866.490.3235Italy
    
    800.172.444       866.490.3235Japan
    
    Dial this number first when calling from Japan:00.539.111 to place calls using KDDI00.665.5111 to place calls using Softbank Telecom00.441.1111 to place calls using Softbank TelecomThen dial:  866.490.3235Mexico
    
    Dial this number first when calling from Mexico:01.800.288.2872 or 001.800.462.4240Then dial:  800.563.0190Spain
    
    900.99.0011      866.490.3235United Kingdom
    
    Dial this number first when calling from the U K0.800.89.0011  or 0.500.89.0011Then dial:          866.490.3235United States
    
    1.800.563.0190
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