Exhibit 10.9












                        GRAPHIC PACKAGING
                      EQUITY INCENTIVE PLAN









                      Amended and Restated,
                    Effective March 1, 2001

























                        TABLE OF CONTENTS

                                                            Page

Section 1 - Introduction                                     1

   1.1 Introduction                                          1
   1.2 Purposes                                              1
   1.3 Effective Date                                        1

Section 2 - Definitions                                      1

   2.1 Definitions                                           1
   2.2 Gender and Number                                     3

Section 3 - Plan Administration                              3

Section 4 - Stock Subject to the Plan                        3

   4.1 Number of Shares                                      3
   4.2 Other Shares of Stock                                 4
   4.3 Adjustments for Stock Split, Stock Dividend, Etc      4
   4.4 Other Distributions and Changes in the Stock          4
   4.5 General Adjustment Rules                              4
   4.6 Determination by the Committee, Etc                   5

Section 5 - Reorganization or Liquidation                    5

Section 6 - Participation                                    6

   6.1 In General                                            6
   6.2 Restriction on Award Grants to Certain Individuals    6
   6.3 General Restrictions on Awards                        6

Section 7 - Stock Option                                     6

   7.1 Grant of Stock Options                                6
   7.2 Stock Option Certificates                             7
   7.3 Restrictions on Incentive Options                     10
   7.4 Shareholder Privileges                                10

Section 8 - Restricted Stock Awards                          10

   8.1 Grant of Restricted Stock Awards                      10
   8.2 Restrictions                                          10
   8.3 Privileges of a Stockholder, Transferability          11
   8.4 Enforcement of Restrictions                           11

Section 9 - Purchase of Stock                                11

   9.1 General                                               11
   9.2 Other Terms                                           11

Section 10 - Stock Units                                     11

   10.1 Grant                                                11
   10.2 Election Under Phantom Equity Plan                   11

Section 11 - Other Common Stock Grants                       12

Section 12 - Change in Control                               12

   12.1 In General                                           12
   12.2 Limitation on Payments                               12
   12.3 Definition                                           12

Section 13 - Rights of Employees; Participants               13

   13.1 Employment                                           13
   13.2 Nontransferability                                   13
   13.3 No Plan Funding                                      13

Section 14 - General Restrictions                            13

   14.1 Investment Representations                           13
   14.2 Compliance with Securities Laws                      13
   14.3 Changes in Accounting Rules                          14

Section 15 - Other Employee Benefits                         14

Section 16 - Plan Amendment, Modification and Termination... 14

Section 17 - Withholding                                     15

   17.1 Withholding Requirement                              15
   17.2 Withholding With Stock                               15

Section 18 - Company Right To Purchase Stock                 15

   18.1 Right of First Refusal                               15
   18.2 Marking of Certificates                              16

Section 19 - Requirements of Law                             16

   19.1 Requirements of Law                                  16
   19.2 Federal Securities Law Requirements                  16
   19.3 Governing Law                                        16

Section 20 - Duration of the Plan                            16




                                     Amended as of March 1, 2001

                        GRAPHIC PACKAGING
                      EQUITY INCENTIVE PLAN


                            Section 1

                          Introduction

         1.1    Introduction.  Graphic  Packaging   International
Corporation,  a  Colorado  corporation hereinafter  referred  to,
together   with  its  Affiliated  Corporations  (as  defined   in
subsection  2.1(a))  as the "Company" except  where  the  context
otherwise  requires, previously established the Graphic Packaging
Equity  Incentive Plan (the "Plan") for certain employees of  the
Company.  The Plan, which permits the grant of stock options  and
restricted stock awards to certain employees of the Company,  was
effective August 12, 1992 and was previously amended and restated
effective November 11, 1992, October 20, 1994, February 14, 1995,
November  14,  1995,  and May 13, 1997.  Pursuant  to  the  power
granted  in  Section  16, the Company hereby further  amends  and
restates the Plan in its entirety, effective March   , 2001.

         1.2   Purposes.  The purposes of the Plan are to provide
the  employees selected  for participation in the Plan with added
incentives  to  continue in  the  service of  the  Company and to
create in  such employees  a  more  direct interest in the future
success  of  the operations  of the Company by relating incentive
compensation  to the  achievement of long-term corporate economic
objectives,  so  that the income of the employees is more closely
aligned with the income  of the  Company's shareholders. The Plan
is also designed to attract employees  and to retain and motivate
participating employees  by  providing an opportunity for invest-
ment in the Company.

         1.3     Effective  Date.  The original effective date of
the  Plan  (the "Effective Date") was August 12, 1992. This Plan,
each  amendment  to  the  Plan, and each  option  or  other award
granted hereunder is conditioned on and shall be of no  force  or
effect until  approval of  the Plan  by the holders of the shares
of voting stock of  the Company unless the Company, on the advice
of counsel, determines that shareholder approval is not necessary.

                            Section 2

                           Definitions

         2.1     Definitions.  The following terms shall have the
meanings set forth below:

            (a) "Affiliated  Corporation" means  any  corporation
or  other  entity (including  but not limited to  a  partnership)
that is affiliated with Graphic  Packaging International Corpora-
tion through  stock  ownership  or otherwise and  is treated as a
common employer  under the  provisions of Sections 414(b) and (c)
of the Code, or  is  a  parent or subsidiary  of  the  Company as
defined in Section 424  of  the  Code, or  is  designated  as  an
Affiliated Corporation  by  the Board.

            (b) "Award"  means  an  Option,  a  Restricted  Stock
Award issued hereunder, a grant of Stock made hereunder, an offer
to  purchase  Stock made hereunder,  or Stock Units granted here-
under.

            (c) "Board" means  the  Board  of  Directors  of  the
Company.

            (d) "Code"  means  the Internal Revenue Code of 1986,
as  it  may  be amended from time to time.

            (e) "Committee"   means  a  committee  consisting  of
members of the  Board who are empowered hereunder to take actions
in the administration  of  the  Plan.  Members of  the  Committee
shall be appointed  from time  to  time by the Board, shall serve
at the pleasure  of  the Board  and  may  resign at any time upon
written  notice  to  the Board.

            (f) "Effective Date"  means  the  original  effective
date of  the  Plan, August 12, 1992.

            (g) "Eligible  Employees"    means   those  employees
(including,  without  limitation,  officers and directors who are
also employees) of the  Company  or  any division  thereof,  upon
whose judgment, initiative  and efforts  the  Company is, or will
become, largely  dependent for the  successful  conduct  of their
business.

            (h) "Fair  Market Value" means  the  average  of  the
highest  and lowest prices of the Stock as reported  on  the  New
York  Stock Exchange ("NYSE") on a particular date. If there  are
no  Stock transactions on such date, the Fair Market Value  shall
be determined as of the immediately preceding date on which there
were  Stock  transactions.  If the price  of  the  Stock  is  not
reported  on  NYSE, the Fair Market Value of  the  Stock  on  the
particular date shall be as determined by the Committee  using  a
reference comparable to the NYSE system.  If, upon exercise of an
Option,  the exercise price is paid by a broker's transaction  as
provided  in  section  7.2(g)(ii)(D),  Fair  Market  Value,   for
purposes  of the exercise, shall be the price at which the  Stock
is sold by the broker.

            (i) "Incentive Option" means  an Option designated as
such and granted in accordance with Section 422 of the Code.

            (j) "Non-Qualified  Option"  means  any Option  other
than an Incentive Option.

            (k) "Option"  means  a  right to purchase  Stock at a
stated price for  a specified  period of  time.  Options  granted
under the Plan shall be either Incentive Options or Non-Qualified
Options.

            (l) "Option Price" means the price at which shares of
Stock  subject  to  an  Option  may  be  purchased, determined in
accordance with subsection 7.2(b) and 7.3(b).

            (m) "Participant"    means   an   Eligible   Employee
designated by the Committee from time to time during the term  of
the  Plan to receive one or more of the Awards provided under the
Plan.

            (n) "Restricted  Stock Award" means an award of Stock
granted to a Participant  pursuant  to Section 8 that is  subject
to certain restrictions imposed in accordance with the provisions
of such Section.

            (o) "Stock" means the $0.01 par value common stock of
the Company.

            (p) "Stock  Unit" means a measurement component equal
to  the  Fair  Market  Value  of  one share of Stock on the  date
for  which  a determination is made pursuant to the provisions of
this Plan.

         2.2   Gender and Number.   Except  when otherwise  indi-
cated  by  the context,  the  masculine gender shall also include
the  feminine gender,  and  the  definition of any term herein in
the  singular shall also include the plural.

                            Section 3

                       Plan Administration

         The  Plan  shall be administered by the  Committee.   In
accordance with the provisions of the Plan, the Committee  shall,
in  its  sole discretion, select the participants from among  the
Eligible  Employees, determine the Awards to be made pursuant  to
the  Plan,  the number of Stock Units or shares of  Stock  to  be
issued  thereunder and the time at which such Awards  are  to  be
made,  fix the Option Price, period and manner in which an Option
becomes  exercisable,  establish  the  duration  and  nature   of
Restricted  Stock  Award restrictions, establish  the  terms  and
conditions  applicable to Stock Units, establish  the  terms  and
conditions on which an offer to purchase Stock will be made,  and
establish  such  other  terms  and requirements  of  the  various
compensation incentives under the Plan as the Committee may  deem
necessary or desirable and consistent with the terms of the Plan.
The Committee shall determine the form or forms of the agreements
with  Participants that shall evidence the particular provisions,
terms,  conditions,  rights and duties of  the  Company  and  the
Participants with respect to Awards granted pursuant to the Plan,
which  provisions need not be identical except as may be provided
herein.  The Committee may from time to time adopt such rules and
regulations for carrying out the purposes of the Plan as  it  may
deem  proper  and  in  the best interests of  the  Company.   The
Committee  may  correct  any  defect,  supply  any  omission   or
reconcile  any  inconsistency in the Plan  or  in  any  agreement
entered  into hereunder in the manner and to the extent it  shall
deem  expedient and it shall be the sole and final judge of  such
expediency.  No member of the Committee shall be liable  for  any
action  or determination made in good faith.  The determinations,
interpretations  and other actions of the Committee  pursuant  to
the  provisions  of the Plan shall be binding and conclusive  for
all purposes and on all persons.

                            Section 4

                    Stock Subject to the Plan

         4.1   Number of Shares.  For each calendar year from and
including the calendar year beginning January 1, 2002,  a  number
of shares of Stock equal to the amount of two percent (2%) of the
total  number  of issued and outstanding shares of  Stock  as  of
December 31 of the calendar year immediately preceding such  year
shall become available for issuance under the Plan.  In addition:
(i)  any  unused  portion of the shares of Stock  remaining  from
those available as of December 31, 2001; (ii) any shares of Stock
available  pursuant to Section 4.2; and (iii) any unused  portion
of  the  two  percent (2%) limit for any calendar year  shall  be
added  to  the aggregate number of shares of Stock available  for
issuance in each calendar year under the Plan.  Out of the  total
number  of shares of Stock available for issuance in any calendar
year  for the grant of Awards, no more than ten percent (10%)  of
such  shares  of  Stock may be granted under  Awards  other  than
Options.   In  no  event,  except as  subject  to  adjustment  as
provided  in  Sections  4.3 and 4.4, shall  more  than  1,000,000
shares  of Stock be cumulatively available for issuance  pursuant
to  the exercise of Incentive Options.  This authorization may be
increased from time to time by approval of the Board and  by  the
shareholders of the Company if, in the opinion of counsel for the
Company,  shareholder approval is required. Shares of Stock  that
may  be  issued  upon  exercise of Options, that  are  issued  as
Restricted Stock Awards, that are purchased under the Plan,  that
are  issued with respect to Stock Units, and that are  issued  as
incentive compensation under the Plan shall be applied to  reduce
the maximum number of shares of Stock remaining available for use
under the Plan. The Company shall at all times during the term of
the  Plan  and  while any Options or Stock Units are  outstanding
retain  as  authorized and unissued Stock at least the number  of
shares  from  time to time required under the provisions  of  the
Plan,  or  otherwise assure itself of its ability to perform  its
obligations hereunder.

         4.2  Other Shares of Stock. Any shares of Stock that are
subject to an Option that expires or for any reason is terminated
unexercised, any  shares  of Stock  that are  subject to an Award
(other than  an Option)  and that are forfeited and any shares of
Stock  withheld  for  the  payment of  taxes  or  received by the
Company as payment of  the  exercise  price  of  an Option, shall
automatically  become available for use under the Plan.

         4.3 Adjustments for Stock Split, Stock Dividend, Etc.
If the  Company  shall  at  any  time  increase  or decrease  the
number  of  its outstanding shares of Stock or change in any  way
the rights and privileges of  such shares by means of the payment
of  a  stock dividend  or any other distribution upon such shares
payable in  Stock, or through  a  stock split, subdivision,  con-
solidation, combination,  spin-off,  reclassification,  or recap-
italization involving the Stock,  then in relation to  the  Stock
that is affected by one or more of the above events, the numbers,
rights  and  privileges  of  the  following  shall  be increased,
decreased  or changed   in  like  manner  as  if  they  had  been
issued and outstanding, fully paid and nonassessable at the  time
of  such occurrence: (i) the shares of Stock under Section 4.1 as
to which Awards may be granted under the Plan and (ii) the shares
of  the  Stock  then  included in  each outstanding Award granted
hereunder.

         4.4 Other Distributions and Changes in the Stock. If

            (a)  the  Company  shall  at any time distribute with
respect to  the  Stock assets or securities of persons other than
the  Company  (excluding  cash  or  distributions  referred to in
Section 4.3),

            (b)  the  Company  shall at any  time  grant  to  the
holders  of its Stock rights to subscribe pro rata for additional
shares thereof or for any other securities of the Company, or

            (c)  there  shall  be  any other  change  (except  as
described  in Section 4.3), in the number or kind of  outstanding
shares  of  Stock or of any stock or other securities into  which
the  Stock  shall  be  changed or for which it  shall  have  been
exchanged,

and  if the Committee shall in its discretion determine that  the
event  described  in subsection (a), (b), or (c) above  equitably
requires an adjustment in the number or kind of shares subject to
an  Option or other Award, an adjustment in the Option Price,  or
an  adjustment in the number of shares under Section 4.1  or  the
taking  of  any other action by the Committee, including  without
limitation, the setting aside of any property for delivery to the
Participant upon the exercise of an Option or the full vesting of
an  Award,  then such adjustments shall be made, or other  action
shall  be taken, by the Committee and shall be effective for  all
purposes of the Plan and on each outstanding Option or Award that
involves  the  particular type of stock for which  a  change  was
effected.  Notwithstanding  the  foregoing  provisions  of   this
Section 4.4, pursuant to Section 8.3 below, a Participant holding
Stock  received as a Restricted Stock Award shall have the  right
to  receive all amounts, including cash and property of any kind,
distributed  with  respect to the Stock  upon  the  Participant's
becoming a holder of record of the Stock.

         4.5 General Adjustment Rules. No adjustment or substitu-
tion provided for  in  this  Section 4 shall require the  Company
to  sell  a fractional share of Stock under any Option, or other-
wise   issue  a  fractional  share  of   Stock,  and   the  total
substitution  or adjustment with respect to each Option and other
Award  shall  be  limited  by  deleting any fractional share.  In
the case of any such substitution or adjustment, the total Option
Price for  the  shares  of Stock then subject to the Option shall
remain unchanged but  the  Option Price per share under each such
Option shall  be  equitably  adjusted by the Committee to reflect
the  greater  or   lesser  number of  shares  of  Stock  or other
securities into which the Stock  subject  to  the Option may have
been  changed, and appropriate adjustments shall be made to other
Awards to  reflect any  such  substitution  or  adjustment.   Any
adjustments  to Incentive  Options shall comply with the require-
ments of  Section 424 of the Code.

         4.6 Determination  by  the  Committee, Etc.  Adjustments
under  this  Section   4  shall  be  made by the Committee, whose
determinations  with  regard thereto  shall be  final and binding
upon all  parties thereto.

                            Section 5

                  Reorganization or Liquidation

          If  the  Company is merged or consolidated with another
corporation and the Company is not the surviving corporation,  or
if  all  or  substantially all of the assets or more  than  fifty
percent  (50%) of the outstanding voting stock of the Company  is
acquired by any other corporation, business entity or person,  or
in  case  of a reorganization (other than a reorganization  under
the   United  States  Bankruptcy  Code),  including  a   divisive
reorganization  under Section 355 of the Code, or liquidation  of
the  Company, and if the provisions of Section 12 do  not  apply,
the  Committee,  or  the board of directors  of  any  corporation
assuming  the obligations of the Company, shall, as to  the  Plan
and  outstanding  Options  and  other  Awards,  either  (i)  make
appropriate  provision for the adoption and continuation  of  the
Plan  or a similar plan by the acquiring or successor corporation
or  by the corporation that employs the Participant following the
reorganization  and  for the protection of any  such  outstanding
Options  and  other Awards by the substitution  on  an  equitable
basis  of  appropriate stock of the Company  or  of  the  merged,
consolidated or otherwise reorganized corporation which  will  be
issuable  with respect to the Stock, provided that no  additional
benefits  shall be conferred upon the Participants  holding  such
Options  and  other Awards as a result of such substitution,  and
the  excess  of  the aggregate Fair Market Value  of  the  shares
subject  to the Options immediately after such substitution  over
the  Option  Price  thereof is not more than the  excess  of  the
aggregate Fair Market Value of the shares subject to such Options
immediately  before  such  substitution  over  the  Option  Price
thereof, or (ii) upon written notice to the Participants, provide
that all unexercised Options must be exercised within a specified
number  of  days  of  the date of such notice  or  they  will  be
terminated.  In the latter event, the Committee shall  accelerate
the  exercise  dates  of outstanding Options and  accelerate  the
restriction  period and modify the performance  requirements  for
any  outstanding  Awards so that all Options  and  Awards  become
fully  vested  or payable prior to any such event. The  Committee
may,   in  its  sole  discretion,  establish  a  date  by   which
outstanding Options must be exercised prior to reorganization, or
establish  periods during which Options may not be exercised,  in
order to comply with corporate or securities law or to facilitate
the orderly administration of the Plan.

                            Section 6

                          Participation

         6.1  In General.   Participants  in  the Plan  shall  be
those  Eligible Employees  who, in the judgment of the Committee,
are performing, or during the term of their incentive arrangement
will  perform,  vital  services  in the management, operation and
development  of the Company  or  an  Affiliated Corporation,  and
significantly  contribute,  or   are  expected  to  significantly
contribute, to the achievement of  long-term  corporate  economic
objectives.  Participants may be granted from time to time one or
more Awards; provided, however, that the grant of each such Award
shall  be  separately  approved by the Committee, and receipt  of
one such Award shall not result in automatic receipt of any other
Award.  Upon  determination  by the Committee that  an  Award  is
to  be granted to a Participant, written notice shall be given to
such person, specifying the terms, conditions, rights and  duties
related  thereto.  Each Participant shall,  if  required  by  the
Committee, enter into an agreement with the Company, in such form
as the Committee shall determine and which is consistent with the
provisions of the Plan, specifying such terms, conditions, rights
and  duties. Awards shall be deemed to be granted as of the  date
specified  in the grant resolution of the Committee,  which  date
shall  be the date of any related agreement with the Participant.
In  the event of any inconsistency between the provisions of  the
Plan   and  any  such  agreement  entered  into  hereunder,   the
provisions of the Plan shall govern.

         6.2  Restriction on Award Grants to Certain Individuals.
Notwithstanding  the  foregoing provisions of  Section  6.1,  the
Committee  shall not grant any Award to any lineal descendant  of
Adolph  Coors, Jr. without first consulting with tax counsel  for
the  Company as to the effect of such grant on the status of  the
Company  as  a "personal holding company" within the  meaning  of
Section 542 of the Code.

         6.3  General Restrictions on Awards. Awards covering  no
more  than  600,000  shares  of  Stock  may  be  granted  to  any
Participant  under this Plan during any calendar year,  beginning
with  the 1997 calendar year.  The number of shares set forth  in
the  preceding sentence shall be adjusted to reflect  changes  in
the  capital of the Company in accordance with the provisions  of
Section 4.3 and 4.4.  To the extent required by Section 162(m) of
the Code, shares of Stock subject to Awards which are canceled or
which are otherwise adjusted as provided in Section 162(m) of the
Code shall continue to be counted against the foregoing.

                            Section 7

                          Stock Options

         7.1 Grant of Stock Options. Coincident with or following
designation  for  participation in the Plan, a Participant may be
granted  one or  more  Options.   The Committee in its sole  dis-
cretion shall designate  whether an Option is an Incentive Option
or  a  Non-Qualified  Option.   The Committee may grant  both  an
Incentive  Option  and  a Non-Qualified  Option  to  an  Eligible
Employee at  the  same  time  or  at  different times.  Incentive
Options  and  Non-Qualified  Options,  whether  granted   at  the
same  time  or  at different times, shall  be deemed to have been
awarded in separate grants and shall  be clearly  identified, and
in no event shall the exercise of  one Option affect the right to
exercise any other Option or affect the number of shares of Stock
for  which  any other Option may be exercised, except as provided
in  subsection 7.2(j).  An Option  shall be  considered as having
been granted on the date specified in the grant resolution of the
Committee.

         7.2 Stock Option Certificates. Each Option granted under
the  Plan shall  be evidenced by  a written stock option certifi-
cate. A stock  option  certificate shall be issued by the Company
in the name of the  Participant  to  whom  the Option is  granted
(the  "Option Holder")  and  shall incorporate and conform to the
conditions  set forth in this Section 7.2.

            (a) Number of Shares.   Each stock option certificate
shall state that it  covers  a  specified  number  of  shares  of
the  Stock,  as determined by the Committee.

            (b) Price.   The  price at  which each share of Stock
covered by an Option may be purchased shall be determined in each
case by  the Committee and set forth in the stock option certifi-
cate,  but in no  event  shall the price be less than 100 percent
of  the  Fair Market Value of the Stock on the date the Option is
granted.

            (c) Duration of Options: Restrictions on Exercise.
Each  stock  option certificate  shall  state the period of time,
determined  by  the  Committee, within  which the  Option  may be
exercised by the Option Holder (the  "Option  Period"), and shall
also  set  forth  any installment or other restrictions on Option
exercise during  such period,  if  any,  as  may be determined by
the Committee.  The Option Period for Incentive Options must end,
in all cases,  not more than 10 years from the date the Incentive
Option is granted.

            (d) Termination of Employment, Death, Disability, Etc.
The Committee may, at the time of grant of an Option, specify the
period  during  which  the   Option  may  be  exercised following
termination  of  employment.  The  Committee  may amend an Option
previously  granted  to  an  Option  Holder  to extend the period
during which the Option may be exercised following termination of
employment.  The  effect  of  this  subsection  7.2(d)  shall  be
limited to  determining  the consequences  of  a  termination and
nothing in  this  subsection  7.2(d)  shall restrict or otherwise
interfere with the  Company's  discretion  with  respect  to  the
termination  of  any  person's employment or  other  relationship
with  the  Company.   If  the  Committee  does  not so specify at
the time of the  grant  of  an  Option  or  does not subsequently
amend the Option, the following shall apply:

                 (i)  If the employment  of  the Option Holder is
terminated  within  the Option Period for cause, as determined by
the Company, the Option shall thereafter be void for all purposes.
As  used  in   this  subsection  7.2(d),  "cause" shall mean,  as
determined  by   the  Company,  a   violation  of  the  Company's
established policies  and  procedures or  a  breach of the Option
Holder's fiduciary  duty to the Company, provided that the effect
of this subsection  7.2(d)  shall be  limited  to determining the
consequences of a termination and that nothing in this subsection
7.2(d) shall  restrict  or otherwise interfere with the Company's
discretion with respect to the termination of any employee.

                 (ii) If  the  Option Holder retires from employ-
ment by the Company or  its  affiliates  during the Option Period
pursuant  to  the  Company's Retirement Plan,  the  Option may be
exercised  by  the  Option Holder,  or  in  the  case of death by
the persons  specified  in  subsection  (iii) of  this subsection
7.2(d), during  the  remainder  of  the Option Period;  provided,
however, that the Committee may, in its  sole  discretion, at the
time  of   the  Option  Holder's  retirement,  require  that  the
Option be  exercised  within such shorter period as may be speci-
fied by the Committee, which in  no  event  shall  be  less  than
three months  (provided  that  such exercise  must  occur  within
the Option Period).   The  foregoing sentence shall apply only to
Options  granted under the Plan on  or  after  February 13, 1996.
The provisions of the Plan  in  effect prior  to such  date shall
apply  to  Options granted prior to  such date.   If  the  Option
Holder becomes disabled (as  determined pursuant to the Company's
Long-Term Disability Plan), the  Option  may be  exercised by the
Option Holder, or in the case of death by the  persons  specified
in subsection (iii) of this subsection 7.2(d),  within thirty-six
months  following  his  or  her disability  (provided  that  such
exercise  must  occur  within  the  Option Period).   In  any  of
the foregoing cases,  the  Option  may  be  exercised only within
the applicable time period specified  above and only  as  to  the
shares  as to  which the Option  had  become  exercisable  on  or
before the date  of  the  Option  Holder's termination of employ-
ment.

                 (iii) If  the  Option  Holder  dies  during  the
Option  Period  while  still  employed  or within the three-month
period  referred  to  in  (iv) below,  or  within the  applicable
period referred to in (ii) above, the  Option may be exercised by
those entitled to do so under the Option  Holder's will or by the
laws of descent and distribution within  fifteen  months  follow-
ing  the  Option  Holder's  death (provided  that  such  exercise
must  occur  within  the  Option Period), but not thereafter.  In
any such case, the Option may be exercised only as to  the shares
as to which the Option had become  exercisable on  or  before the
date of the Option Holder's death.

                 (iv) If the  employment of the  Option Holder by
the Company is terminated (which for  this purpose means that the
Option  Holder is  no  longer  employed  by  the Company or by an
Affiliated Corporation)  within the Option Period  for any reason
other than cause,  retirement pursuant to  the  Company's Retire-
ment Plan, disability  or  the Option  Holder's death, the Option
may be exercised by the Option Holder within three months follow-
ing the date of such  termination (provided  that  such  exercise
must  occur  within  the  Option Period), but not thereafter.  In
any such case, the Option may be exercised  only as to the shares
as  to  which the Option had become exercisable on  or before the
date of termination of employment.

            (e) Transferability.  Each Option shall not be trans-
ferable  by  the Option  Holder except by will or pursuant to the
laws of  descent and distribution, and such Option shall be exer-
cisable during  the Option  Holder's lifetime only by him or her,
or in the event  of  disability  or  incapacity,  by his  or  her
guardian  or legal representative.  Notwithstanding the foregoing
to  the  contrary, at  the  Committee's discretion, an Option may
permit  the  transfer of  such  Option, other  than  an Incentive
Option, by the recipient thereof, subject to such  terms,  condi-
tions  and  limitations  prescribed  by  the  Committee, and  the
applicable  transferee  of  such  Option  shall  be treated under
the Plan and  any  agreement covering  such  Option as the Parti-
cipant  for  purposes  of  any exercise of such Option.

            (f) Agreement to Continue in Employment.  Each Option
Holder agrees to remain  in the employment of the Company, at the
pleasure  of the Company, for a continuous period of at least one
year after the date of such stock option agreement, at the salary
rate  in effect  on the date of such agreement or at such changed
rate  as may be fixed, from time to time, by the Company.

            (g)  Exercise, Payments, Etc.

                 (i) The method for exercising the Option granted
therein  shall be by delivery to the Corporate Secretary  of  the
Company  a  written notice specifying the number of  shares  with
respect  to  which such Option is exercised and  payment  of  the
Option Price.  Such notice shall be in a form satisfactory to the
Committee  and  shall specify the particular Option  (or  portion
thereof)  that is being exercised and the number of  shares  with
respect to which the Option is being exercised.  The exercise  of
the  Stock Option shall be deemed effective upon receipt of  such
notice by the Corporate Secretary and payment to the Company.  If
requested  by the Company, such notice shall contain  the  Option
Holder's  representation that he or she is purchasing  the  Stock
for investment purposes only and his or her agreement not to sell
any  Stock so purchased in any manner that is in violation of the
Securities Act of 1933, as amended, or any applicable state  law.
Such  restrictions, or notice thereof, shall  be  placed  on  the
certificates  representing the Stock so purchased.  The  purchase
of  such Stock shall take place at the principal offices  of  the
Company  upon delivery of such notice, at which time the purchase
price of the Stock shall be paid in full by any of the methods or
any  combination  of  the methods set forth  in  (ii)  below.   A
properly  executed certificate or certificates  representing  the
Stock  shall be issued by the Company and delivered to the Option
Holder.   If shares of Stock are used to pay all or part  of  the
exercise price, an additional certificate shall be issued by  the
Company  and  delivered  to the Option  Holder  representing  the
additional  shares, in excess of the Option Price, to  which  the
Option  Holder  is entitled as a result of the  exercise  of  the
Option.

                 (ii) The exercise  price shall be paid by any of
the following methods or any combination of the following methods:

                    (A) in cash;

                    (B) by certified or cashier's check payable
to the order of the Company;

                    (C) by  delivery to the  Company of a written
statement of attestation, in  such form as may  be prescribed for
this purpose by the Committee,  signed by the  Option Holder  and
certifying that the Option Holder is electing  to use a specified
number of shares of  Stock then owned by the Option Holder to pay
the purchase price of the Stock purchased  pursuant to the Option
and that the Option  Holder  is  electing  to have issued  to him
or her the additional  shares  of Stock,  in excess of the Option
Price, to which the Option Holder is  entitled as a result of the
exercise  of the  Option; provided,  however, that  no  shares of
Stock owned  by an Option  Holder may be  used  for  this purpose
unless such Stock has been  held  by  the Option Holder  for more
than  six  months; for  purposes  of  this  Plan, the Fair Market
Value of any shares of Stock designated  by  an  Option Holder as
payment of the purchase price upon  exercise of the  Option shall
be the Fair Market  Value as of the exercise date;  the  exercise
date shall be the day of  delivery of the certificate of attesta-
tion with respect to the shares  of  Stock used as payment of the
Option Price; or

                    (D) by delivery  to the Company of a properly
executed  notice  of exercise  together with irrevocable instruc-
tions to a broker to deliver  to the  Company promptly the amount
of the proceeds of the  sale  of all or a portion of the Stock or
of a loan from the broker to the  Option Holder necessary  to pay
the exercise price.

            (h) Date of  Grant.  An option shall be considered as
having been granted on the date specified in the grant resolution
of the Committee.

            (i) Notice  of  Sale  of  Stock: Withholding.    Upon
exercise  of  the  Option,  the  Option  Holder shall make appro-
priate  arrangements  with  the  Company  to   provide  for   the
amount  of  additional withholding  required by Sections 3102 and
3402 of the Code  and applicable state income tax laws, including
payment of such taxes through  delivery of  shares of Stock or by
withholding Stock  to be  issued under the Option, as provided in
Section 18.

            (j) Issuance of Additional Option.     If  an  Option
Holder pays  all  or any portion  of the exercise price of a sub-
stituted Option  with  Stock,  or  pays all or any portion of the
applicable withholding  taxes  with respect to  the exercise of a
substituted Option  with Stock  that  has been held by the Option
Holder for more  than a period,  not  shorter than six months, to
be  determined  by the Committee,  the Committee may, in its sole
discretion,  grant  to  such Option Holder  a new Option covering
the number of shares  of Stock  used  to  pay such exercise price
and/or withholding  tax.  The  new Option  shall have  an  Option
Price  per share  equal to the  Fair Market  Value of  a share of
Stock on the date of the exercise of the  substituted  Option and
shall have the  same  terms  and provisions  as  the  substituted
Option,  except  as  otherwise determined by the Committee in its
sole discretion.

         7.3  Restrictions on Incentive Options.

            (a)   Initial  Exercise.  The aggregate  Fair  Market
Value  of  the  shares of Stock with respect to  which  Incentive
Options are exercisable for the first time by an Option Holder in
any calendar year, under this Plan or otherwise, shall not exceed
$100,000.  For this purpose, the Fair Market Value of the  shares
of  Stock  shall  be determined as of the date of  grant  of  the
Incentive Option.

             (b)  Ten  Percent  Shareholders.  Incentive  Options
granted  to an Option Holder who is the holder of record  of  ten
percent  (10%)  or more of the outstanding Stock of  the  Company
shall  have  an Option Price equal to 110 percent (110%)  of  the
Fair Market Value of the shares of Stock on the date of grant  of
the  Option and the Option Period for any such Option  shall  not
exceed five years.

         7.4 Shareholder Privileges.  No Option Holder shall have
any  rights as  a shareholder with respect to any shares of Stock
covered  by an  Option until the Option Holder becomes the holder
of  record of  such  Stock,  and no adjustments shall be made for
dividends  or  other distributions or  other rights as  to  which
there  is a record  date preceding  the date  such Option  Holder
becomes the holder of record of such Stock, except as provided in
Section 4.

                            Section 8

                     Restricted Stock Awards

         8.1 Grant  of  Restricted Stock Awards.  Coincident with
or  following designation  for  participation  in  the Plan,  the
Committee  may  grant   a  Participant  one  or  more  Restricted
Stock Awards consisting of shares of Stock.  The number of shares
granted as  a Restricted  Stock Award  shall be determined by the
Committee.

         8.2 Restrictions.   A Participant's  right to  retain  a
Restricted Stock Award  granted to him under Section 8.1 shall be
subject  to  such restrictions,  including  but  not  limited  to
his   continuous  employment  by   the  Company or  an Affiliated
Corporation  for a restriction  period specified by the Committee
or the  attainment of  specified  performance  goals  and  objec-
tives,  as  may be established  by  the Committee with respect to
such  Award.   The Committee  may in  its sole discretion require
different periods of  employment  or  different performance goals
and  objectives  with  respect to different Participants, to dif-
ferent Restricted  Stock Awards  or  to separate, designated por-
tions of the Stock  shares constituting a Restricted Stock Award.
In the event of the death or disability (as defined in subsection
7.2(d)) of a Participant, or  the  retirement  of  a  Participant
in  accordance with the Company's  established retirement policy,
all  employment  period and  other   restrictions  applicable  to
Restricted Stock Awards then held by him shall lapse with respect
to a pro rata part of  each such Award based on the ratio between
the number of full  months of employment completed at the time of
termination of employment  from  the  grant of each  Award to the
total number of  months  of  employment  required  for such Award
to  be fully  nonforfeitable, and   such  portion  of  each  such
Award  shall  become fully nonforfeitable.  The remaining portion
of each such  Award shall be  forfeited  and shall be immediately
returned  to the Company.  In the event of a Participant's termi-
nation of employment for any other  reason, any  Restricted Stock
Awards as  to  which  the employment period or other restrictions
have  not  been  satisfied (or waived or accelerated as  provided
herein) shall  be forfeited,  and  all  shares  of Stock  related
thereto shall  be  immediately returned to the Company.

         8.3 Privileges  of  a  Stockholder, Transferability.   A
Participant  shall  have  all  voting,  dividend, liquidation and
other  rights with  respect to Stock in accordance with its terms
received by him as a  Restricted Stock Award under this Section 8
upon  his becoming  the holder of record of such Stock; provided,
however, that  the  Participant's  right  to  sell, encumber,  or
otherwise transfer  such  Stock  shall be subject  to  the  limi-
tations  of Section 13.2 and Section 18.

         8.4 Enforcement of Restrictions.   The  Committee  shall
cause a  legend  to  be  placed on  the Stock certificates issued
pursuant to each Restricted Stock Award referring to the restric-
tions provided  by  Sections 8.2 and 8.3 and, in addition, may in
its sole discretion require one  or more of the following methods
of  enforcing  the restrictions referred in Sections 8.2 and 8.3:

            (a) Requiring  the  Participant  to  keep  the  Stock
certificates, duly endorsed, in  the custody of the Company while
the  restrictions remain in effect; or

            (b) Requiring  that  the  Stock  certificates,   duly
endorsed, be held  in  the  custody  of a  third party  while the
restrictions  remain  in effect.

                            Section 9

                        Purchase of Stock

         9.1 General.  From  time to time the Company may make an
offer  to  certain  Participants, designated by the Committee  in
its  sole  discretion,  to purchase  Stock from the Company.  The
number  of shares  of  Stock  offered  by  the  Company  to  each
selected Participant shall  be determined by the Committee in its
sole  discretion.  The purchase price for the Stock shall be  the
Fair  Market  Value  of  the  Stock  on  the date  the  Stock  is
purchased.  The Participants who accept the Company's offer shall
purchase the  Stock at the time designated by the Committee.  The
purchase shall  be  on  such  additional terms and conditions  as
may  be determined by the Committee in its sole discretion.

         9.2 Other  Terms.   The  Committee  may,  in   its  sole
discretion, grant Options,  Restricted  Stock,  Stock  Units,  or
any  combination  thereof, on terms  and conditions determined by
the Committee, in its sole  discretion,  to the Participants  who
purchase  Stock pursuant to Section 9.1.

                           Section 10

                           Stock Units

         10.1  Grant.  A Participant may be granted a  number  of
Stock Units determined by the Committee.  The number of shares of
Stock  Units,  the  goals and objectives  to  be  satisfied  with
respect  to  each grant of Stock Units, the time  and  manner  of
payment  for each Stock Unit, and the other terms and  conditions
applicable to a grant of Stock Units shall be determined  by  the
Committee.

         10.2  Election Under Phantom Equity Plan.  A Participant
who  makes  the  election provided for in  Section  17.4  of  the
Company's Phantom Equity Plan to receive payment for his interest
under  the Company's Phantom Equity Plan in shares of Stock shall
receive a grant of a number of Stock Units calculated pursuant to
Section 17.4 of the Company's Phantom Equity Plan.  The number of
Stock  Units  so  determined shall be credited to  a  bookkeeping
account in the Participant's name on the books of the Company.  A
number  of  shares of Stock equal to the number  of  Stock  Units
credited  to  the  Participant  shall  be  transferred   to   the
Participant  at  the  times  and  in  the  manner  (lump  sum  or
installments)  specified in Section 17.4 of  the  Phantom  Equity
Plan and as otherwise provided under the Phantom Equity Plan.

                           Section 11

                    Other Common Stock Grants

         From time to time during the duration of this Plan,  the
Board  may,  in its sole discretion, adopt one or more  incentive
compensation arrangements for Participants pursuant to which  the
Participants  may acquire shares of Stock, whether  by  purchase,
outright  grant,  or  otherwise. Any such arrangements  shall  be
subject to the general provisions of this Plan and all shares  of
Stock  issued pursuant to such arrangements shall be issued under
this Plan.

                           Section 12

                        Change in Control

         12.1  In  General.   Upon a change  in  control  of  the
Company   (which   for  this  purpose  means  Graphic   Packaging
International Corporation) as defined in Section 12.3,  then  (a)
all  Options shall become immediately exercisable in full  during
the  remaining term thereof, and shall remain so, whether or  not
the  Participants to whom such Options have been  granted  remain
employees  of the Company or an Affiliated Corporation;  (b)  all
restrictions with respect to outstanding Restricted Stock  Awards
shall  immediately  lapse; and (c) all Stock Units  shall  become
immediately payable.

         12.2  Limitation on Payments.  If the provisions of this
Section  12 would result in the receipt by any Participant  of  a
payment  within the meaning of Section 280G of the Code  and  the
regulations  promulgated thereunder and if the  receipt  of  such
payment  by  any Participant would, in the opinion of independent
tax  counsel  of  recognized standing selected  by  the  Company,
result  in  the  payment by such Participant of  any  excise  tax
provided  for  in Sections 280G and 4999 of the  Code,  then  the
amount  of  such payment shall be reduced to the extent required,
in  the  opinion  of  independent tax  counsel,  to  prevent  the
imposition  of  such  excise  tax; provided,  however,  that  the
Committee,  in its sole discretion, may authorize the payment  of
all  or  any  portion  of  the amount of such  reduction  to  the
Participant.

         12.3  Definition.  For purposes of the Plan,  a  "change
in control" shall mean any of the following:

            (i) The acquisition  of or  the  ownership  of  fifty
percent or more  of  the total  Stock  of the Company then issued
and outstanding, by any person, or  group  of affiliated persons,
or entities not affiliated  with  the Company as of the Effective
Date  of  this Plan, without the consent of the Board, or

            (ii) The  election  of   individuals  constituting  a
majority of the Board  who  were not  either  (A) members  of the
Board prior to  the election  or (B) recommended  to  the  share-
holders by management of the Company, or

            (iii) A legally  binding and final vote of the share-
holders of the Company  in favor of selling all  or substantially
all of the assets of the Company.

                           Section 13

                Rights of Employees; Participants

         13.1  Employment.  Nothing contained in the Plan  or  in
any  Option,  Restricted Stock Award or Stock Unit granted  under
the Plan shall confer upon any Participant any right with respect
to  the  continuation of his employment by  the  Company  or  any
Affiliated Corporation, or interfere in any way with the right of
the  Company or any Affiliated Corporation, subject to the  terms
of any separate employment agreement to the contrary, at any time
to  terminate  such  employment or to increase  or  decrease  the
compensation of the Participant from the rate in existence at the
time  of the grant of an Option, Restricted Stock Award or  Stock
Unit.   Whether  an authorized leave of absence,  or  absence  in
military or government service, shall constitute a termination of
employment shall be determined by the Committee at the time.

         13.2  Nontransferability.  Except as may be specifically
authorized by the Committee in accordance with the provisions  of
subsection 7.2(e), no right or interest of any Participant in  an
Option, a Restricted Stock Award (prior to the completion of  the
restriction period applicable thereto), or a Stock Unit,  granted
pursuant to the Plan, shall be assignable or transferable  during
the   lifetime   of  the  Participant,  either   voluntarily   or
involuntarily, or subjected to any lien, directly or  indirectly,
by  operation  of  law, or otherwise, including execution,  levy,
garnishment, attachment, pledge or bankruptcy. In the event of  a
Participant's  death,  a Participant's rights  and  interests  in
Options,  Restricted Stock Awards and Stock Units shall,  to  the
extent  provided in Sections 7, 8, 9, and 11, be transferable  by
will or the laws of descent and distribution, and payment of  any
amounts due under the Plan shall be made to, and exercise of  any
Options  may be made by, the Participant's legal representatives,
heirs  or legatees.  If in the opinion of the Committee a  person
entitled  to payments or to exercise rights with respect  to  the
Plan  is  disabled from caring for his affairs because of  mental
condition, physical condition or age, payment due such person may
be  made to, and such rights shall be exercised by, such person's
guardian, conservator or other legal personal representative upon
furnishing  the  Committee  with  evidence  satisfactory  to  the
Committee of such status.

         13.3  No  Plan  Funding.   Obligations  to  Participants
under  the Plan will not be funded, trusteed, insured or  secured
in  any  manner. The Participants under the Plan  shall  have  no
security  interest in any assets of the Company or any Affiliated
Corporation, and shall be only general creditors of the Company.

                           Section 14

                      General Restrictions

         14.1   Investment  Representations.   The  Company   may
require  any  person to whom an Option, Restricted  Stock  Award,
Stock Unit, or Stock is granted, or to whom Stock is sold,  as  a
condition of exercising such Option, or receiving such Restricted
Stock  Award, Stock Unit, or Stock, or purchasing such Stock,  to
give written assurances in substance and form satisfactory to the
Company  and  its  counsel  to the effect  that  such  person  is
acquiring  the Stock for his own account for investment  and  not
with  any  present intention of selling or otherwise distributing
the  same,  and  to  such  other effects  as  the  Company  deems
necessary  or  appropriate in order to comply  with  Federal  and
applicable state securities laws.

         14.2  Compliance  with Securities  Laws.   Each  Option,
Restricted  Stock Award, Stock Unit, and Stock grant or  purchase
shall  be subject to the requirement that, if at any time counsel
to  the Company shall determine that the listing, registration or
qualification  of  the shares subject to such Option,  Restricted
Stock  Award,  Stock Unit, or Stock grant or  purchase  upon  any
securities  exchange or under any state or federal  law,  or  the
consent  or approval of any governmental or regulatory  body,  is
necessary as a condition of, or in connection with, the  issuance
or  purchase of shares thereunder, such Option, Restricted  Stock
Award, Stock Unit, Stock grant or purchase may not be accepted or
exercised  in whole or in part unless such listing, registration,
qualification,  consent or approval shall have been  effected  or
obtained  on  conditions  acceptable to the  Committee.   Nothing
herein shall be deemed to require the Company to apply for or  to
obtain such listing, registration or qualification.

         14.3  Changes in Accounting Rules.  Notwithstanding  any
other provision of the Plan to the contrary, if, during the  term
of the Plan, any changes in the financial or tax accounting rules
applicable  to  Options, Restricted Stock Awards or  Stock  Units
shall  occur  which, in the sole judgment of the  Committee,  may
have  a  material adverse effect on the reported earnings, assets
or liabilities of the Company, the Committee shall have the right
and  power  to  modify  as necessary, any  then  outstanding  and
unexercised  Options, outstanding Restricted  Stock  Awards,  and
outstanding Stock Units as to which the applicable employment  or
other restrictions have not been satisfied.

                           Section 15

                     Other Employee Benefits

         The amount of any compensation deemed to be received  by
a  Participant as a result of the exercise of an Option, the sale
of  shares  received  upon  such exercise,  the  vesting  of  any
Restricted  Stock  Award, distributions  with  respect  to  Stock
Units,  or  the  grant or purchase of Stock shall not  constitute
"earnings"  or  "compensation" with respect to  which  any  other
employee  benefits  of  such employee are  determined,  including
without  limitation benefits under any pension,  profit  sharing,
life insurance or salary continuation plan.

                           Section 16

          Plan Amendment, Modification and Termination

         The  Board may at any time terminate, and from  time  to
time  may  amend  or modify the Plan provided, however,  that  no
amendment  or modification may become effective without  approval
of   the  amendment  or  modification  by  the  shareholders   if
shareholder  approval is required to enable the Plan  to  satisfy
any  applicable statutory or regulatory requirements, or  if  the
Company,  on  the advice of counsel, determines that  shareholder
approval is otherwise necessary or desirable.

         No  amendment, modification or termination of  the  Plan
shall  in  any  manner  adversely affect any Options,  Restricted
Stock Awards, Stock Units, or Stock theretofore granted under the
Plan,  without  the  consent  of  the  Participant  holding  such
Options, Restricted Stock Awards, Stock Units, or Stock.

         The  Committee may amend or modify, in any  manner,  any
Award granted under the Plan to any Participant; provided that no
amendment or modification may adversely affect the Award  without
the consent of the Participant holding the Award.

                           Section 17

                           Withholding

         17.1    Withholding    Requirement.     The    Company's
obligations to deliver shares of Stock upon the exercise  of  any
Option,  the vesting of any Restricted Stock Award, payment  with
respect to Stock Units, or the grant of Stock shall be subject to
the  Participant's satisfaction of all applicable federal,  state
and local income and other tax withholding requirements.

         17.2  Withholding With Stock.  At the time the Committee
grants  an Option, Restricted Stock Award, Stock Unit, or  Stock,
it may, in its sole discretion, grant the Participant an election
to  pay all such amounts of tax withholding, or any part thereof,
by  electing  to transfer to the Company, or to have the  Company
withhold  from  shares  otherwise issuable  to  the  Participant,
shares of Stock having a value equal to the amount required to be
withheld  or  such  lesser  amount  as  may  be  elected  by  the
Participant.  All elections shall be subject to the  approval  or
disapproval of the Committee.  The value of shares of Stock to be
withheld shall be based on the Fair Market Value of the Stock  on
the  date  that  the  amount of tax  to  be  withheld  is  to  be
determined  (the "Tax Date").  Any such elections by Participants
to have shares of Stock withheld for this purpose will be subject
to the following restrictions:

            (a) All elections must be made prior to the Tax Date.

            (b) All elections shall be irrevocable.

            (c) If the  Participant is an officer or  director of
the Company  within  the  meaning  of Section 16 of  the 1934 Act
("Section  16"), the Participant must satisfy the requirements of
such Section 16  and any applicable Rules thereunder with respect
to the use of Stock to satisfy such tax withholding obligation.

                           Section 18

                 Company Right To Purchase Stock

         18.1 Right of First Refusal.

            (a) In the  event of the death of  a Participant,  or
if a  Participant  at any  time  proposes to  transfer any of the
Stock acquired  pursuant  to  the Plan  to  a  third   party, the
Participant (or his  personal  representative  or  estate, as the
case  may  be)  shall make a written offer  (the "Offer") to sell
all of the  Stock acquired pursuant to the Plan then owned by the
Participant (or thereafter acquired  by  the Participant's estate
or  personal representative  pursuant  to any Award hereunder) to
the Company at the "purchase  price" as hereinafter defined.  The
Company shall have the  right  to elect to  purchase all (but not
less  than all) of the shares of Stock.  The  Company shall  have
the right to elect to purchase the  shares of  Stock for a period
of ten days after the receipt by  the Company  of the  Offer.  In
all cases, the purchase price for  the  Stock shall be determined
pursuant to subsection 18.1(d).

            (b) The Company  shall exercise its right to purchase
the Stock by  giving  written  notice  of  its  exercise  to  the
Participant  (or  his  personal  representative or estate, as the
case may  be).   If  the  Company  elects to  purchase the Stock,
payment for the shares of Stock  shall be made in full by Company
check.  Any such payments shall be made within ten days after the
election to purchase  has been exercised.

            (c) If  the  Stock is not purchased pursuant  to  the
foregoing provisions,  the  shares of Stock may be transferred by
the Participant to the proposed  transferee named in the Offer to
the  Company, in the case  of  a  proposed sale to a third party.
However,  if  such transfer is not made within 120 days following
the termination of  the  Company's right to purchase, a new offer
must be made to  the Company  before the Participant can transfer
any portion  of  his shares and the provisions of this Section 18
shall  again  apply to  such  transfer.  In  the  event  that the
Company's right of first refusal under this Section 18 is created
by an event other than a proposed  transfer to a third party, the
shares  of  Stock  shall remain subject to the provisions of this
Section 18 in the  hands of the registered owner of the Stock.

            (d) The  purchase  price  for  each  share  of  Stock
purchased by the  Company  pursuant  to  this Section 18 shall be
equal to the  Fair  Market  Value  of  the Stock on  the date the
Company receives  the  Offer under subsection 18.1(a).

         18.2   Marking   of   Certificates.   Each   certificate
representing shares of Stock acquired pursuant to this Plan shall
bear the following legend:

          The  shares  of  stock  represented  by  this
          Certificate are subject to all the  terms  of
          the  Graphic Packaging Equity Incentive Plan,
          as  the Plan may be amended from time to time
          (the   "Plan")  and  to  the   terms   of   a
          [Non-Qualified  Option Agreement]  [Incentive
          Option    Agreement]    [Restricted     Stock
          Agreement] [Stock Purchase Agreement] between
          the   Company   and   the  Participant   (the
          "Agreement").   Copies of the  Plan  and  the
          Agreement  are on file at the office  of  the
          Company.   The Plan and the Agreement,  among
          other things, limit the right of the Owner to
          transfer  the shares represented  hereby  and
          provides  that  in certain circumstances  the
          shares may be purchased by the Company.

                           Section 19

                       Requirements of Law

         19.1  Requirements of Law.  The issuance  of  Stock  and
the  payment of cash pursuant to the Plan shall be subject to all
applicable laws, rules and regulations.

         19.2   Federal  Securities  Law  Requirements.    If   a
Participant is an officer or director of the Company  within  the
meaning  of Section 16, Awards granted hereunder shall be subject
to  all  conditions required under Rule 16b-3, or  any  successor
rule promulgated under the 1934 Act, to qualify the Award for any
exception  from the provisions of Section 16(b) of the  1934  Act
available under that Rule.  Such conditions shall be set forth in
the agreement with the Participant which describes the Award.

         19.3   Governing  Law.   The  Plan  and  all  agreements
hereunder  shall be construed in accordance with and governed  by
the laws of the State of Colorado.

                           Section 20

                      Duration of the Plan.

         The  Plan  shall  terminate  at  such  time  as  may  be
determined  by the Board of Directors, and no Option,  Restricted
Stock  Award, Stock Unit, or Stock shall be granted, or offer  to
purchase  Stock made, after such termination, provided,  however,
that  no  Incentive Options may be issued under  the  Plan  after
January  1,  2007.  Options, Restricted Stock Awards,  and  Stock
Units  outstanding  at  the  time of  the  Plan  termination  may
continue  to  be  exercised, or become free of  restrictions,  or
paid, in accordance with their terms.


ATTEST:                       	     GRAPHIC PACKAGING
                              	     INTERNATIONAL CORPORATION


__________________________           By: _______________________



Dated: ___________________