Section 3.1(a), such securities shall be eligible for sale to the public pursuant to Rule144(b)(1), , any stop transfer restrictions cancelled and subsequent disposition of suchsecurities shall not require registration or qualification of such securities under theSecurities Act or any similar state law then in force, or (*D*) such securities shall haveceased to be outstanding.     (b) Section 3.1(a) of the Agreement is hereby amended by deleting such section in its entiretyand replacing it with the following:(a) If the Company shall have filed a registration statement pursuant to Section 12 of theExchange Act or a registration statement pursuant to the Securities Act relating to anyclass of equity securities (other than a registration statement pursuant to a SpecialRegistration), the Company will file the reports required to be filed by it under theSecurities Act and the Exchange Act and the rules and regulations adopted by the Securitiesand Exchange Commission thereunder (or, if the Company is not required to file such reports,it will, upon the request of any holder of Registrable Securities, make publicly availablesuch information as necessary to permit sales pursuant to Rule 144), and will take suchfurther action as any holder of Registrable Securities may reasonably request, all to theextent required from time to time to enable such holder to sell shares of RegistrableSecurities without registration under the Securities Act within the limitation of theexemptions provided by Rule 144. Upon the request of a holder, the Company will deliver tosuch holder a written statement as to whether the Company has complied with suchrequirements. The Company will be under no obligation to issue new certificates for sharesof Registrable Securities without a legend restricting further transfer unless (*i*) suchshares have been sold to the public pursuant to an effective registration statement underthe Securities Act (other than Form S-8 if the holder of such Registrable Securities is anAffiliate) or Rule 144, *(ii) (A)*the holder of such shares is not an Affiliate of theCompany and *(B)*a period of one year has elapsed since the later of the date such shareswere acquired from the Company or an affiliate of the Company or (ii) (*x*) otherwisepermitted under the Securities Act and (*y*) (*A*) the holder of such shares shall havedelivered to the Company an opinion of counsel, which opinion and counsel shall bereasonably satisfactory to the Company, to such effect and (*B*) the holder of such sharesexpressly requests the issuance of such certificates in writing.**2.****Miscellaneous** (a) The Agreement is modified only to the extent specifically set forth in this Amendment.All other binding paragraphs, provisions and clauses in the Agreement not modified by thisAmendment shall remain in full force and effect as originally written. Any capitalizedterm used in this Amendment, which is not defined herein, shall have the meaning as definedin the Agreement. (b) In the event of inconsistencies between the terms and conditions of this Amendment andthose of the Agreement, the terms and conditions of this Amendment shall control.
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 (c) This Amendment may be executed in a number of counterparts, each of which, when soexecuted and delivered, shall be deemed as originals, and all of which shall constitute oneand the same Amendment. (d) This Amendment, together with the Agreement, constitutes the entire agreement betweenthe Parties with respect to the subject matter set forth herein.*[signatures on following pages]*
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     IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date firstwritten above.      **GRAPHIC PACKAGING HOLDING COMPANY**