Exhibit 10.10













                        GRAPHIC PACKAGING
                  EQUITY COMPENSATION PLAN FOR
                     NON-EMPLOYEE DIRECTORS







                      Amended and Restated
                    Effective March    , 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                                  3
   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 - Participation                                     5

   5.1 In General                                             5
   5.2 Restriction on Award Grants to Certain Individuals     5

Section 6 - Restricted Stock Awards                           5

   6.1 Minimum Grant of Restricted Stock                      5
   6.2 Elective Grant of Restricted Stock                     5
   6.3 Date of Grant, Number of Shares                        6
   6.4 Retention of Award, Termination                        6
   6.5 Restrictions                                           6
   6.6 Lapse of Restrictions                                  6
   6.7 Privileges of a Stockholder, Transferability           6
   6.8 Enforcement of Restrictions                            7

Section 6A - Grant of Options to Directors                    7

   6A.1 Grant                                                 7
   6A.2 Date of Grant                                         7
   6A.3 Stock Option Certificates                             7
   6A.4 Shareholder Privileges                                9

Section 6B - Grants to Subsidiary Directors                   9

   6B.1 Grant                                                 9
   6B.2 Stock Option Certificates                             9
   6B.3 Restricted Stock                                     10
   6B.4 Shareholder Privileges                               11

Section 7 - Reorganization or Change of Control              11

   7.1 Reorganization                                        11
   7.2 Change of Control                                     12

Section 8 - Rights of Directors                              12

   8.1 Retention as Director                                 12
   8.2 Nontransferability                                    12

Section 9 - General Restrictions                             13
   9.1 Investment Representations                            13
   9.2 Compliance with Securities Laws                       13
   9.4 Changes in Accounting Rules                           13
   9.4 Withholding of Tax                                    13

Section 10 - Plan Amendment, Modification and Termination    14

Section 11 - Requirements of Law                             14

   11.1 Requirements of Law                                  14
   11.2 Federal Securities Law Requirements                  14
   11.3 Governing Law                                        14

Section 12 - Duration of the Plan                            15





                        GRAPHIC PACKAGING
                    EQUITY COMPENSATION PLAN
                   FOR NON-EMPLOYEE DIRECTORS

                      Amended and Restated
                    Effective March    , 2001


                            Section 1

                          Introduction

           1.1   Introduction.   Graphic Packaging  International
Corporation, a Colorado corporation (the "Company"),  established
the  Graphic  Packaging Equity Compensation Plan for Non-Employee
Directors  (the "Plan") for certain Directors (as defined  below)
of  the  Company.   The Plan, which provides  for  the  grant  of
restricted  stock  awards  to  Directors  of  the  Company,   was
effective August 12, 1992.  The Plan was amended and restated  in
its  entirety,  effective November 11, 1992,  January  21,  1994,
November  14, 1995, May 13, 1997, and May 9, 2000.   Pursuant  to
the  power  granted in Section 10, the Company hereby amends  and
restates the Plan in its entirety, effective March   , 2001.

           1.2   Purposes.   The  purposes of  the  Plan  are  to
encourage the Directors and Subsidiary Directors to own shares of
the  Company's  stock and thereby to align their  interests  more
closely  with  the  interests of the other  shareholders  of  the
Company,  to  encourage the highest level of director performance
by  providing  the  directors  with  a  direct  interest  in  the
Company's  attainment of its financial goals, and  to  provide  a
financial  incentive that will help attract and retain  the  most
qualified directors.

          1.3  Effective Date.  The Effective Date of the Plan is
August 12, 1992.  The Plan, each amendment to the Plan, and  each
award granted under the Plan is conditioned on and shall be of no
force and effect until approval of the Plan by the holders  of  a
majority 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)  "Board" means the Board of Directors of  the
Company.

                (b)  "Committee" means a committee consisting  of
members of the Board, including the full Board, who are empowered
hereunder to take actions in the administration of the Plan.  The
Committee  shall be so constituted at all times as to permit  the
Plan to comply with Rule 16b-3, or any successor rule promulgated
under  the  Securities  Exchange Act of  1934.   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.

                (c) "Director" means a member of the Board who is
neither  an officer nor an employee of the Company.  For purposes
of the Plan, an employee is an individual whose wages are subject
to  the  withholding of federal income tax under Section 3401  of
the  Internal  Revenue  Code, and an  officer  is  an  individual
elected or appointed by the Board or chosen in such other  manner
as  may  be prescribed in the bylaws of the Company to  serve  as
such.

                (d)  "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 subsection 6A.3(g)(ii)(c) or subsection 6B.2(g),  the
Fair  Market  Value, for purposes of the exercise, shall  be  the
price at which the Stock is sold by the broker.

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

                (f) "Option" means a right to purchase Stock at a
stated price for a specified period of time.  All options granted
under the Plan shall be "non-qualified stock options" whose grant
is  not  intended to fall under the provisions of Section 422  of
the Code.

                (g)   "Option  Price" means the  price  at  which
shares  of  Stock  subject  to an Option  may  be  purchased,  as
determined  in  accordance with subsection 6A.3(b) or  subsection
6B.2(b).

                (h)   "Restricted Stock Award" means an award  of
Stock  granted to a Director or Subsidiary Director  pursuant  to
Section  6  or Section 6B that is subject to certain restrictions
imposed in accordance with the provisions of the Plan.

                (i)   "Stock"  means the $0.01 par  value  Common
Stock of the Company.

                (j)   "Subsidiary" means a corporation, more than
50%  of  the  stock  of  which is owned  by  the  Company,  or  a
corporation, more than 50% of the stock of which is  owned  by  a
Subsidiary.

                (k)  "Subsidiary Director" means a member of  the
board of directors of a Subsidiary, who is neither an officer  or
employee  of the Subsidiary nor an officer, employee, or director
of  the  Company.  For purposes of the Plan, an  employee  is  an
individual whose wages are subject to the withholding of  federal
income  tax under Section 3401 of the Internal Revenue Code,  and
an  officer is an individual elected or appointed by the board of
directors of the Subsidiary or chosen in such other manner as may
be prescribed in the bylaws of the Subsidiary to serve as such.

            2.2    Gender  and  Number.   Except  when  otherwise
indicated 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   Committee   shall  be   responsible   for   the
administration of the Plan.  However, the Committee shall have no
authority, discretion or power to select the Directors  who  will
receive  Restricted  Stock  Awards  or  Options,  determine   the
Restricted Stock Awards to be granted pursuant to the  Plan,  the
number of shares of Stock to be issued thereunder or the time  at
which  such Restricted Stock Awards are to be granted,  determine
the  number of shares subject to an Option granted to a Director,
establish  the duration and nature of Restricted Stock Awards  or
Options or alter any other terms or conditions specified  in  the
Plan,  except in the sense of administering the Plan  subject  to
the provisions of the Plan.  However, as to Subsidiary Directors,
the  Committee  shall have the sole discretion and  authority  to
select the Subsidiary Directors to whom Options shall be granted,
the  number  of shares subject to the Options, the Option  Price,
the period and manner in which an Option becomes exercisable, and
all  terms  and  conditions  of the Options  to  the  extent  not
otherwise  specified  in  the Plan.   Subject  to  the  foregoing
limitations,  the  Committee,  by  majority  action  thereof,  is
authorized  to interpret the Plan, prescribe, amend  and  rescind
rules   and  regulations  relating  to  the  Plan,  provide   for
conditions  and  assurances  deemed  necessary  or  advisable  to
protect  the  interests  of  the  Company  and  make  all   other
determinations  necessary or advisable for the administration  of
the  Plan,  but  only to the extent not contrary to  the  express
provisions  of  the  Plan.  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.  Five Hundred Thousand (500,000)
shares  of  Stock are authorized for issuance under the  Plan  in
accordance  with the provisions of the Plan and subject  to  such
restrictions or other provisions as the Committee may  from  time
to time deem necessary.  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,  such
shareholder  approval  is required.  Shares  of  Stock  that  are
issued  as Restricted Stock Awards and that may be issued on  the
exercise of Options 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 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 shall automatically become available  for
use  under the Plan.  Any shares of Stock that are subject  to  a
Restricted Stock Award and that are forfeited and any  shares  of
Stock  that are withheld for the payment of taxes or received  by
the  Company as payment of the exercise price of an Option  shall
be 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, consolidation,
combination,  reclassification or recapitalization 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  as  to  which Restricted Stock Awards and Options  may  be
granted  under  the Plan; and (ii) the shares of the  Stock  then
included  in each outstanding Restricted Stock Award  and  Option
granted hereunder.

          4.4  Other Distributions and Changes in 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 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 other stock or 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
a  Restricted  Stock Award or Option 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  a
Restricted Stock 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
Restricted  Stock  Award or Option that involves  the  particular
type  of  stock for which a change was effected.  Notwithstanding
the  foregoing  provisions  of this Section  4.4,  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 after the  grant  of
such  Restricted  Stock Award upon the Participant's  becoming  a
holder of record of the Stock.

           4.5   General  Adjustment  Rules.   No  adjustment  or
substitution  provided for in this Section 4  shall  require  the
Company  to  issue  a fractional share of Stock,  and  the  total
substitution or adjustment with respect to each Restricted  Stock
Award  and  Option  shall be limited by deleting  any  fractional
share.   In  the  case  of  any such substitution  or  adjustment
appropriate adjustments shall be made to Restricted Stock  Awards
and Options to reflect any such substitution or adjustment.

           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

                          Participation

            5.1    In   General.   Each  Director  shall  receive
Restricted  Stock Awards and Options on the terms and  conditions
set  forth  under the Plan.  Each Director 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.   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.  Each Subsidiary Director who is selected  by  the
Committee  for participation shall receive a grant of Options  or
Restricted Stock Award pursuant to Section 6B.

            5.2    Restriction   on  Award  Grants   to   Certain
Individuals.  Notwithstanding the foregoing provisions of Section
5.1, the Committee shall not grant any Restricted Stock Award  or
Option  to  any  lineal descendant of Adolph Coors,  Jr.  without
first consulting with counsel to the Company as to the effect  of
any  such  grant  on  the possible status of  the  Company  as  a
"personal holding company" within the mean of Section 542 of  the
Internal Revenue Code.

                            Section 6

                     Restricted Stock Awards

           6.1  Minimum Grant of Restricted Stock.  Each Director
shall  receive twenty percent of the value of his annual retainer
as  a  director  in  the form of a Restricted  Stock  Award  (the
"Minimum Grant").

          6.2  Elective Grant of Restricted Stock.

                (a) Beginning in 1994, each Director may make  an
annual  election (the "Election") to receive any or  all  of  the
remaining  cash balance of his annual retainer as a  director  in
the form of a Restricted Stock Award (the "Elective Grant").  The
Minimum Grant and the Elective Grant are referred to collectively
as  the  "Grants".  The Election must be in writing and  must  be
delivered to the Secretary of the Company no later than  the  day
before the last business day of the month during which the annual
meeting of shareholders of the Company is held.

                (b)   For  the period commencing on December  28,
1992,  and  ending  with  the annual  meeting  of  the  Company's
shareholders  in April 1994, a Director may elect to  receive  an
Elective Grant by giving written notice to the Secretary  of  the
Company  no later than the last business day of January 1993.   A
Director  who becomes a Director after January 1993 may elect  to
receive  an  Elective  Grant  by giving  written  notice  to  the
Secretary of the Company no later than the last business  day  of
the month in which the Director is elected to the Board.

                (c)  All Elections made by a Director pursuant to
this Section 6.2 shall be irrevocable.

          6.3  Date of Grant, Number of Shares.

                (a)  The  Minimum Grant for the first  year,  the
period commencing on December 28, 1992 and ending with the annual
meeting  of  the Company's shareholders in April 1994,  shall  be
made  on  the last business day of January 1993.  A Director  who
becomes  a member of the Board after January 1993 and before  the
annual meeting of the Company's shareholders in April 1994  shall
receive  the Minimum Grant on the last business day of the  month
in  which  the  Director is elected to the Board.   Beginning  in
1994, the Minimum Grant shall be made on the last business day of
the  month in which the annual meeting of shareholders  is  held.
Beginning in 1994 and prior to 1997, the Elective Grant shall  be
made  on  the first business day that is at least six months  and
one  day  following the date of the Minimum Grant.  Beginning  in
1997,  the  Elective Grant shall be made on the last day  of  the
month in which the annual meeting of shareholders is held.

                (b)  The total number of shares of Stock included
in  each  such  Restricted Stock Award  shall  be  determined  by
dividing the amount of the Director's retainer that is to be paid
in  restricted stock by the Fair Market Value of a share of stock
on  the date of grant.  In no event shall the Company be required
to  issue  fractional shares.  Whenever under the terms  of  this
Section 6 a fractional share of Stock would otherwise be required
to  be  issued, an amount in lieu thereof shall be paid  in  cash
based upon the Fair Market Value of such fractional share.

           6.4  Retention of Award, Termination.  If a Director's
services  as a Board member are terminated at any time,  for  any
reason, before the date of the annual meeting of the shareholders
of  the  Corporation  next  following the  Minimum  and  Elective
Grants,  all  of  the  shares of Stock granted  pursuant  to  the
Minimum and Elective Grants shall be forfeited.

          6.5  Restrictions.  Except as otherwise provided in the
Plan,  shares  of  Stock received pursuant to a Restricted  Stock
Award   may   not   be  sold,  assigned,  pledged,  hypothecated,
transferred  or  otherwise  disposed of  until  the  restrictions
applicable to such Stock have lapsed pursuant to Section 6.6.

          6.6  Lapse of Restrictions.   All restrictions on Stock
covered  by  Restricted Stock Awards for a year shall lapse  upon
the  date  of  the  annual  meeting of the  shareholders  of  the
Corporation next following the Minimum Grant.

          6.7  Privileges of a Stockholder, Transferability.    A
Director  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 6.
A  Director's right to sell, encumber or otherwise transfer Stock
after restrictions applicable to such Stock have lapsed shall  be
subject to the limitations of Section 8.2.

          6.8  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
restrictions  imposed in the Plan and, in addition,  may  in  its
sole  discretion require one or more of the following methods  of
enforcing such restrictions:

                (a)   Requiring  the Director 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 6A

                  Grant of Options to Directors

           6A.1 Grant.  Each Director who is elected to the Board
by the shareholders of the Company for a three year term shall be
granted an Option to purchase 2,000 shares of Stock.  If the term
for  which  the Director is elected is two years, the  number  of
shares  subject to the Option shall be 1332 shares,  and  if  the
terms  for which the Director is elected is one year, the  number
of  shares  subject to the Option shall be 666.  If  insufficient
shares  are  available for grant to each Director  following  the
Directors' election to the Board, the number of shares subject to
each Option shall be reduced pro rata.

          6A.2 Date of Grant.  The Options shall be granted as of
the  last  business  day of the month in which the  shareholders'
meeting  at  which the Director was elected was held (the  "Grant
Date").

          6A.3 Stock Option Certificates.  Each Option granted to
a  Director under the Plan shall be evidenced by a written  stock
option  certificate.  A stock option certificate shall be  issued
by  the Company in the name of the Director to whom the Option is
granted  and shall incorporate and conform to the conditions  set
forth in this Section 6A.3.

                (a)   Number.  Each Director shall receive  under
the  Plan  Options  to purchase the number  of  shares  of  Stock
specified  in Section 6A.1, subject to adjustment as provided  in
Section  4.  Such grants shall be effective at the time specified
in Section 6A.2.

                (b)   Price.  The Option Price for each share  of
Stock covered by the Option shall be the Fair Market Value of the
Stock on the date of grant, subject to adjustment as provided  in
Section 4.

                (c)   Vesting.  An Option covering  2,000  shares
shall  vest  in  increments as follows commencing  on  the  first
anniversary of the Grant Date:

                                      Number of
                Anniversary            Shares
                   First                 666
                   Second                666
                   Third                 667

An  option covering 1332 shares shall vest as to an increment  of
666  shares on the first anniversary of the Grant Date and as  to
the  remaining increment of 666 shares on the second  anniversary
of  the Grant Date.  An Option covering 666 shares shall vest  as
to  all  666  shares on the first anniversary of the Grant  Date.
Except as set forth in Sections 7.1 and 7.2, the Option shall not
be  exercisable  as  to  any shares as to  which  the  continuous
service  requirement has not been satisfied,  regardless  of  the
circumstances under which the Director ceased to be  a  director.
The  number  of  shares as to which the Option may  be  exercised
shall  be cumulative, so that once the Option becomes exercisable
as  to any shares it shall continue to be exercisable as to those
shares  until expiration or termination of the Option as provided
below.

                (d)   Duration of Options.  Each vested increment
shall  be  exercisable  for a period of six  years  (the  "Option
Period")  after  it vests, unless terminated sooner  pursuant  to
subsection (e) below or fully exercised prior to the end of  such
period.

                (e)   Termination of Service,  Death,  Etc.   The
Option  shall  terminate in the following  circumstances  if  the
Director ceases to be a director:

                     (i)   If  the Director is removed  from  the
Board  during  the Option Period for cause, the Option  shall  be
void thereafter for all purposes.

                     (ii)   If the Director ceases to be a member
of   the  Board  for  any  other  reason,  the  Option  shall  be
exercisable for a period of three years following the termination
to  the  extent the Option was vested on the date the  Director's
services as a director cease.

                (f) Transferability, Exercisability.  Each Option
granted  under the Plan shall not be transferable by  a  Director
other  than  by will or the laws of descent and distribution  and
shall  be exercisable during the Director's lifetime only by  the
Director  or,  in the event of disability or incapacity,  by  the
Director's guardian or legal representative.  Notwithstanding any
other  provision  of the Plan, no Option may be exercised  unless
and  until  the  amended and restated Plan  is  approved  by  the
shareholders of the Company in accordance with Section 1.3.

                (g)  Exercise, Payments, Etc.

                     (i)   The method for exercising each  Option
granted  shall be by delivery to the Corporate Secretary  of  the
Company  of  written notice specifying the number of shares  with
respect  to  which  the Option is exercised and  payment  of  the
Option Price.  The 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  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
Director'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 Stock pursuant to the Option shall take place at the principal
office 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  set forth in Section 6A.3(g)(ii) or  a  combination
thereof.    A   properly  executed  certificate  or  certificates
representing  the  Stock shall be delivered to  the  Holder  upon
payment therefor.

                (ii)  The exercise price shall be paid by any  of
the  following methods or any combination of such methods, at the
option of the Director:

                    (A)  cash;

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

                    (C)  delivery  to  the Company of a  properly
executed   notice   of   exercise   together   with   irrevocable
instructions to a broker to deliver promptly to the  Company  the
amount  of  the  sale or all or a portion of the Stock  from  the
broker to the Director necessary to pay the purchase price of the
Stock; or

                    (D)  delivery  to the Company of certificates
representing  the  number of shares of Stock then  owned  by  the
Director, the Fair Market Value of which equals the price of  the
Stock  to  be purchased pursuant to the Option, properly endorsed
for  transfer  to  the Company.  No Option may  be  exercised  by
delivery  to the Company of certificates representing Stock  that
has  been held by the Director for less than six months  or  such
other period as shall be sufficient for the Company to avoid,  if
possible,  the recognition of expense with respect to the  Option
for  accounting purposes.  The exercise date shall be the day  of
delivery of the certificates for the Stock used as payment of the
Option Price.

           6A.4  Shareholder Privileges.  No Director shall  have
any  rights as a shareholder with respect to any shares of  Stock
covered  by  an Option until the Director 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 Director  becomes
the holder of record of such Stock, except as provided in Section
4.

                           Section 6B

                 Grants to Subsidiary Directors

           6B.1  Grant.  Coincident with or following designation
for  participation  in  the Plan, a Subsidiary  Director  may  be
granted  one or more Options and/or Restricted Stock Awards.   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.

          6B.2 Stock Option Certificates.  Each Option granted to
a  Subsidiary  Director under the Plan shall be  evidenced  by  a
written  stock  option certificate.  A stock  option  certificate
shall  be  issued  by the Company in the name of  the  Subsidiary
Director to whom the Option is granted and shall incorporate  and
conform to the conditions set forth in this Section 6B.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
certificate,  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 Subsidiary Director (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; however, no Option may be  exercised  for  at
least six months after the date of grant.

                 (d)   Termination of Service, Death, Disability,
Etc.  The Option shall terminate at the times provided in Section
6A.3(e).

                (e) Transferability, Exercisability.  Each Option
shall not be transferable by the Option Holder except by will  or
pursuant  to the laws of descent and distribution, and  shall  be
exercisable 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.

                (f) Exercise, Payments, Etc.  The Option shall be
subject  to  the same exercise and payment terms as  provided  in
Section 6A.3(g).

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

          6B.3 Restricted Stock.

                (a)   Date  of  Grant,  Number  of  Shares.   The
Committee  shall  determine the number of  shares  of  Restricted
Stock  to be granted to a Subsidiary Director and shall determine
the Date of Grant.

                (b)   Restrictions.   The restrictions  shall  be
determined  by  the Committee and need not be identical  for  all
awards.   The  restrictions shall lapse  at  the  time  or  times
established  by the Committee.  Except as otherwise  provided  in
the Plan, shares of Stock received pursuant to a Restricted Stock
Award   may   not   be  sold,  assigned,  pledged,  hypothecated,
transferred  or  otherwise  disposed of  until  the  restrictions
applicable  to such Stock have lapsed pursuant to this subsection
6B.3(b).

                (c)   Retention  of  Award  Termination.    If  a
Subsidiary  Director's services as a board member are  terminated
at any time, for any reason, before the Restricted Stock Award is
fully vested, all of the unvested shares shall be forfeited.

                (d)   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
restrictions  imposed in the Plan and, in addition,  may  in  its
sole  discretion require one or more of the following methods  of
enforcing such restrictions:

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

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

           6B.4  Shareholder Privileges.  No Subsidiary  Director
shall have any rights as a shareholder with respect to any shares
of  Stock  covered  by  an Option until the  Subsidiary  Director
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
Subsidiary  Director becomes the holder of record of such  Stock,
except  as  provided in Section 4.  A Subsidiary  Director  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 6B.   A  Subsidiary
Director's  right to sell, encumber or otherwise  transfer  Stock
after restrictions applicable to such Stock have lapsed shall  be
subject to the limitations of Section 8.2.

                            Section 7

               Reorganization or Change of Control

           7.1   Reorganization.   If the Company  is  merged  or
consolidated  with another corporation (other than  a  merger  or
consolidation in which the Company is the continuing  corporation
and  which  does not result in any reclassification or change  of
outstanding stock), or if all or substantially all of the  assets
or  more than 50 percent of the outstanding voting stock  of  the
Company is acquired by any other corporation, business entity  or
person  (other  than a sale or conveyance in  which  the  Company
continues  as  a  holding company of an entity or  entities  that
conduct  the  business or businesses formerly  conducted  by  the
Company),  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, the Committee,  or  the  board  of
directors  of  any  corporation assuming the obligations  of  the
Company,  shall, as to the Plan and outstanding Restricted  Stock
Awards and Options, either (i) make appropriate provision for the
adoption  and  continuation  of the  Plan  by  the  acquiring  or
successor  corporation  and  for  the  protection  of  any   such
outstanding   Restricted  Stock  Awards  and   Options   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
Directors and Subsidiary Directors holding such Restricted  Stock
Awards  and  Options  as a result of such  substitution  and  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) accelerate the restriction  period
for   any  outstanding  Restricted  Stock  Awards  so  that   all
restrictions  applicable to Restricted Stock Awards  shall  lapse
prior to any such event and, upon written notice to the Directors
and  Subsidiary  Directors, 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.

          7.2  Change of Control

                (a)  In General.  Upon a change in control of the
Company  as  defined in subsection 7.2(c), then (i)  all  Options
shall become immediately exercisable in full during the remaining
term thereof, and shall remain so, whether or not the individuals
to  whom  such  Option  have  been granted  remain  Directors  or
Subsidiary  Directors; and (ii) all restrictions with respect  to
outstanding Restricted Stock Awards shall immediately lapse.

                (b) Limitation on Payments.  If the provisions of
this  Section 7.2 would result in the receipt by any Director  or
Subsidiary  Director 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 Director  or  Subsidiary
Director  would,  in the opinion of independent  tax  counsel  of
recognized  standing  selected by  the  Company,  result  in  the
payment of such Director or Subsidiary Director 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
Director or Subsidiary Director.

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

                     (i)  The acquisition of or the ownership  of
50  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 of Directors,
or

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

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

                            Section 8

                       Rights of Directors

           8.1  Retention as Director.  Nothing contained in  the
Plan or in any Restricted Stock Award or Option granted under the
Plan  shall interfere with or limit in any way the right  of  the
shareholders of the Company to remove any Director from the Board
or  a  Subsidiary  Director from the  board  of  directors  of  a
Subsidiary,  pursuant to the bylaws of the Company or Subsidiary,
nor confer upon any Director or Subsidiary Director any right  to
continue in the service of the Company or Subsidiary.

           8.2  Nontransferability.  No right or interest of  any
Director  or  Subsidiary  Director in a  Restricted  Stock  Award
(prior  to  the  completion of the restriction period  applicable
thereto)  or  Option,  granted pursuant to  the  Plan,  shall  be
assignable or transferable during the lifetime of the Director or
Subsidiary  Director,  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  Director's
or  a  Subsidiary Director's death, the Director's or  Subsidiary
Director's  rights and interests in Restricted Stock  Awards  and
Options  shall,  to  the  extent  provided  in  Section   6,   be
transferable  by  testamentary will or the laws  of  descent  and
distribution.   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.

                            Section 9

                      General Restrictions

           9.1   Investment  Representations.   The  Company  may
require any person to whom a Restricted Stock Award or Option  is
granted, as a condition of receiving such Restricted Stock  Award
or  of  exercising  such  Option, 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 subject to the
Restricted  Stock  Award  or  Option  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.

           9.2  Compliance with Securities Laws.  Each Restricted
Stock  Award and Option 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  Restricted  Stock  Award  or  Option  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  of  shares
thereunder,  such  Restricted Stock Award or Option  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.

           9.3  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  Restricted Stock Awards or  Options  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 Restricted Stock Awards
and Options as to which the applicable restrictions have not been
satisfied.

           9.4   Withholding of Tax.  To the extent  required  by
applicable  law  and  regulation, each  Director  and  Subsidiary
Director  must  arrange with the Company for the payment  of  any
federal,  state  or local income or other tax applicable  to  the
Restricted  Stock Award granted hereunder or the exercise  of  an
Option granted hereunder before the Company shall be required  to
deliver to the Director or Subsidiary Director a certificate  for
such Stock free and clear of all restrictions under this Plan.

                           Section 10

          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 Restricted Stock Awards
or Options theretofore granted under the Plan without the consent
of the Director holding such Restricted Stock Awards or Options.

                           Section 11

                       Requirements of Law

           11.1  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.

           11.2  Federal Securities Law Requirements.  Restricted
Stock  Awards and Options granted hereunder shall be  subject  to
all   conditions  required  under  Rule  16b-3  to  qualify   the
Restricted  Stock  Award  or Option 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  or
stock option certificate with the Director or Subsidiary Director
that describes the Restricted Stock Award or Option.

           11.3  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 12

                      Duration of the Plan

           The  Plan  shall  terminate at such  time  as  may  be
determined  by  the Board of Directors, and no  Restricted  Stock
Award   or  Option  shall  be  granted  after  such  termination.
Restricted  Stock  Awards outstanding at the  time  of  the  Plan
termination shall become free of restrictions in accordance  with
their  terms.   Options  outstanding at  the  time  of  the  Plan
termination  shall continue for the duration of the  Option  Term
applicable to the Option.


Dated:___________________


ATTEST:                       GRAPHIC PACKAGING
                              INTERNATIONAL CORPORATION


_________________________     By:___________________________