Exhibit 10.12

















                       GRAPHIC PACKAGING
                      EXCESS BENEFIT PLAN

      (formerly ACX Technologies, Inc. Excess Benefit Plan)


                  (Effective December 28, 1992)
             (As Restated Effective January 1, 2000)

























                       GRAPHIC PACKAGING
                      EXCESS BENEFIT PLAN

     ACX  Technologies, Inc., established the Plan, effective  as
of December 28, 1992, to provide supplemental retirement benefits
to  employees  whose  benefits under  the  Retirement  Plan  were
limited by Code Section 415.  Effective January  1,   1998,   ACX
Technologies,  Inc.  restated  the  Plan.   The  Plan  is  hereby
restated  effective January 1, 2000 in order to merge the  excess
Code Section 415 benefit of the Universal  Packaging  Corporation
Supplemental  Executive Retirement Plan  into  the  Plan  and  to
reflect  the change in name of ACX Technologies, Inc. to  Graphic
Packaging International Corporation.  Effective January 1,  2000,
no  benefits  shall  be  paid under the terms  of  the  Universal
Packaging Corporation Supplemental Executive Retirement Plan.

     The Corporation intends that the Plan shall be an "unfunded"
plan for purposes of the Code and  ERISA, and that it shall be an
excess benefit plan within the meaning of ERISA.


                           ARTICLE I
                          DEFINITIONS

     1.1  Board  of  Directors shall mean the  duly  elected  and
serving  Board  of  Directors  of the  Corporation  or  any  duly
authorized committee of that Board.

     1.2  Code  shall mean the Internal Revenue Code of 1986,  as
amended.

     1.3 Committee shall mean the persons appointed to administer
the Plan in accordance with Article VII.  The Committee shall  be
the Plan Administrator.

     1.4  Corporation shall mean Graphic Packaging  International
Corporation (formerly ACX Technologies, Inc.).

     1.5  Effective  Date  shall mean  December  28,  1992.   The
Effective Date of this document shall be January 1, 2000.

     1.6  Employer  shall  mean  Graphic Packaging  International
Corporation (formerly ACX Technologies, Inc.) and any  subsidiary
or  affiliated  company which may be designated an "Employer"  by
the  Board of Directors of the Corporation for purposes  of  this
Plan.

     1.7 ERISA shall mean the Employee Retirement Income Security
Act of 1974, as amended.

     1.8  Participant  shall  mean an eligible  employee  of  the
Employer who meets the requirements to participate in the Plan in
accordance with the provisions of Article II.

     1.9  Plan  shall  mean the Graphic Packaging Excess  Benefit
Plan (formerly the ACX Technologies, Inc. Excess Benefit Plan).

     1.10  Plan Year shall mean the 12 month period beginning  on
January  1 and ending on December 31, except that the first  Plan
Year  shall be the period commencing December 28, 1992 and ending
December 31, 1993.

     1.11  Retirement  Plan  shall  mean  the  Graphic  Packaging
Retirement  Plan (formerly the ACX Technologies, Inc.  Retirement
Plan).

     1.12  UPC  Pension  Plan shall mean the Universal  Packaging
Corporation Pension Plan.

     1.13 UPC SERP shall mean the Universal Packaging Corporation
Supplemental Executive Retirement Plan.


                           ARTICLE II
                 ELIGIBILITY AND PARTICIPATION

     2.1  Employees Eligible to Participate.  Any employee of the
Employer  whose  accrued  normal  retirement  benefit  under  the
Retirement  Plan  is limited by the benefit limitations  of  Code
Section 415 shall participate in this Plan.  Prior to  January 1,
2000, Universal  Packaging Corporation maintained the UPC Pension
Plan  and  the  UPC  SERP.  Effective   January  1,  2000,    the
Corporation merged the UPC Pension Plan into the Retirement Plan,
and  merged the portion of the UPC SERP related to amounts in ex-
cess of  the  Code  Section 415 limitations into this Plan.  Fol-
lowing the  merger  of  the  portion  of the UPC SERP  related to
amounts in excess of  the Code Section 415 limitations  into this
Plan,  any  participant  whose  benefit  in  the UPC Pension Plan
was merged into the  Retirement Plan  and  whose  accrued  normal
retirement  benefit  under  the Retirement  Plan  (following  the
merger of the UPC  Pension  Plan  into  the  Retirement  Plan) is
limited  by  the  benefit limitations  of  Code Section 415 shall
participate in this Plan for purposes of receiving   the   excess
Code Section 415 benefit payable to the participant.


                          ARTICLE III
                       SOURCE OF PAYMENTS

     3.1  Amounts Provided by the Employer.  Benefits  under  the
Plan  shall  constitute general obligations of  the  Employer  in
accordance  with the terms of the Plan.  No amounts  attributable
to  benefits under the Plan shall be set aside or held in  trust,
and  no recipient of any benefit shall have any right to have the
benefit  paid out of any particular assets of the Employer.   All
amounts  payable to any person under the Plan shall be paid  from
the  general  assets  of the Employer of the Participant  as  the
amounts become due and payable.


                           ARTICLE IV
                       AMOUNT OF BENEFITS

     4.1 Excess Benefit Plan Benefits.  If the pension payable to
the  Participant  from the Retirement Plan  is  limited  by  Code
Section 415,  the  Participant shall receive a benefit  from  the
Plan equal to the Participant's accrued normal retirement benefit
calculated under the terms of the Retirement Plan without  regard
to  any limitations under Code Section 415, reduced by the Parti-
cipant's  accrued  normal  retirement benefit  payable  under the
Retirement Plan.


                           ARTICLE V
                      PAYMENT OF BENEFITS

     5.1 Payment of Excess Benefit Plan Benefits.  Payment of any
Participant's Plan benefit calculated under Section 4.1 shall  be
made at the same time and in the same manner as the Participant's
benefit  under the Retirement Plan.  Any actuarial adjustment  to
the  Participant's benefit under the Plan shall be  on  the  same
basis  as  actuarial adjustments on the Participant's  Retirement
Plan benefit.


                           ARTICLE VI
                         DEATH BENEFITS

     6.1  Death Benefits.  If any death benefit payable under the
Retirement  Plan  prior  to  commencement  of  the  Participant's
benefits under the Retirement Plan is limited due to Code Section
415 limitations, the amount  by which  the death  benefit payable
under the Retirement   Plan is so limited shall be payable  under
the  Plan at  the same time  and in the same  manner as the death
benefit payable under the Retirement Plan.


                          ARTICLE VII
                         ADMINISTRATION

     7.1   Appointment   of  Committee.   The   Plan   shall   be
administered  by a Committee, which, unless otherwise  determined
by  the Board of Directors, shall be the Board of Directors.  The
membership of the Committee may be reduced, changed, or increased
from  time  to  time at the absolute discretion of the  Board  of
Directors.

     7.2   Committee  Powers  and  Duties.  The  Committee  shall
administer the Plan and shall have all powers necessary for  that
purpose,  including,  but  not by way  of  limitation,  the  full
discretion,  authority,  and power  to  interpret  the  Plan,  to
determine  the  eligibility, status, and rights  of  all  persons
under  the  Plan  and  in  general to decide  any  dispute.   The
Committee or its delegee shall maintain all records of the  Plan.
The Committee's specific powers shall include, but not by way  of
limitation, the following:

     (a)  To determine the amounts and the rights of Participants
          and beneficiaries to Plan benefits; to take any actions
          necessary to assure timely payment of benefits  to  any
          Participant or beneficiary eligible to receive benefits
          under  the  Plan; and to assure a full and fair  review
          for  any  Participant  who is denied  a  claim  to  any
          benefit under the Plan;

     (b)  To employ other persons to render advice and assistance
          with  respect  to  the Plan, including  calculation  of
          benefits  and  administration  of  the  Plan,  and  the
          employment of legal counsel;

     (c)  To file with the Secretary of Labor, herein referred to
          as the "Secretary," all pertinent documents;

     (d)  To  maintain all records necessary for verification  of
          information required to be filed with the Secretary;

     (e)  To  comply  with all duties required by ERISA,  or  any
          other  applicable  law,  in the administration  of  the
          Plan;

     (f)  In  the event of the termination of the Plan, to report
          to  all  necessary  parties all  available  information
          regarding  benefits and amounts to  be  distributed  to
          each Participant and beneficiary; and

     (g)  To  operate and administer the Plan with respect to all
          matters.

     7.3 Organization of Committee. The Committee shall adopt any
rules  it deems desirable for the conduct of its affairs and  for
the  administration of the Plan.  It may appoint agents (who need
not  be  members of the Committee) to whom it may  delegate  such
powers as it deems appropriate, except that any dispute shall  be
determined  by  the  Committee.   The  Committee  may  make   its
determinations with or without meetings.  It may authorize one or
more  of its members or agents to sign instructions, notices  and
determinations  on its behalf.  The action of a majority  of  the
Committee shall constitute the action of the Committee.

     7.4  Indemnification. The Committee and  all  of  the  other
agents  and representatives of the Committee shall be indemnified
and saved harmless by the Corporation against any claims, and the
expenses  of  defending against such claims, resulting  from  any
action  or  conduct relating to the administration of  the  Plan,
except  claims judicially determined to be attributable to  gross
negligence or willful misconduct.

     7.5  Agent for Process. The Committee shall be agent of  the
Plan for service of all process.

     7.6 Determination of Committee Final. The decisions made  by
the Committee shall be final and conclusive on all persons.


                          ARTICLE VIII
                    MISCELLANEOUS PROVISIONS

     8.1   Governing  Law.   The  Plan  shall  be  construed   in
accordance with and governed by the laws of the State of Colorado
to the extent not pre-empted by ERISA.

     8.2 Termination of Plan. The Corporation expects to continue
this Plan indefinitely, but the Board of Directors (or other body
authorized by the Board) may, by resolution, terminate this  Plan
at any time, except that the Corporation shall not terminate this
Plan  solely for the purpose of accelerating the distribution  of
benefits to its employees.  Any termination of the Plan shall  be
effective  on  the  date  specified in  the  Board  of  Directors
resolution  and shall include the provisions and have the  effect
that  the  Board  of  Directors, in its  sole  discretion,  deems
desirable.

     8.3  Amendment  by Corporation.  The Corporation  may  amend
this  Plan  at  any  time and from time to  time,  by  resolution
adopted  by the Board of Directors and a written document  signed
by  an  officer  of the Corporation authorized by  the  Board  of
Directors.   Any  amendment  shall  be  effective  on  the   date
specified in the Board of Directors' resolution and shall include
the  provisions and have the effect that the Board of  Directors,
in its sole discretion, deems desirable.

     8.4  Funding  of Benefits - No Fiduciary Relationship.   All
benefits  payable  under this Plan shall be distributed  as  they
become  due  and  payable out of the Employer's  general  assets.
Nothing  contained  in this Plan shall be deemed  to  create  any
fiduciary   relationship   between   the   Employers   and    the
Participants.  The  Plan  constitutes  a  mere  promise  by   the
Employers to make benefit payments in the future.  To the  extent
that  any person acquires a right to receive benefits under  this
Plan,  such  right  shall be no greater than  the  right  of  any
unsecured general creditor of the Employers.

     8.5  No Guarantee of Employment.  Nothing contained in  this
Plan  shall be construed as a contract of employment between  the
Employer  and any employee, or as a right of any employee  to  be
continued  in the employment of the Employer, or as a  limitation
of  the  right of the Employer to discharge any of its employees,
with or without cause.

     8.6  Nonalienation of Benefits.  To the extent permitted  by
law,   benefits  payable  under  this  Plan  shall  not,  without
Committee  consent,  be  subject in any manner  to  anticipation,
alienation,  sale,  transfer,  assignment,  pledge,  encumbrance,
charge,  garnishment,  execution, or levy  of  any  kind,  either
voluntary   or   involuntary.   Any   unauthorized   attempt   to
anticipate,  alienate, sell, transfer, assign, pledge,  encumber,
charge  or  otherwise  dispose of any right to  benefits  payable
hereunder  shall be void.  No part of the assets of the  Employer
shall  be subject to seizure by legal process resulting from  any
attempt by creditors of or claimants against any Participant  (or
beneficiary),  or  any  person  claiming  under  or  through  the
foregoing, to attach his interest under the Plan.

     8.7  Liability.  No member of the Board of Directors, or  of
the  Committee shall be liable for any act or action, whether  of
commission  or  omission, taken by any other member,  or  by  any
officer, agent, or employee of the Employer or of any such  body,
nor,  except  in  circumstances  involving  his  bad  faith,  for
anything done or omitted to be done by himself.

     8.8  Claims  Procedure.   All applications  and  claims  for
benefits  shall  be filed in writing with the  Committee  by  the
Participant,  the  Participant's beneficiary, or  the  authorized
representative  of  the  claimant, by completing  the  procedures
required  by  the Committee.  The procedures shall be  reasonable
and  may  include the completion of forms and the  submission  of
documents and additional information.

     The  Committee shall review all applications and claims  for
benefits and shall decide whether to approve or deny the claim in
whole or in part.  If a claim is denied in whole or in part,  the
Committee  shall furnish written notice of denial to the claimant
within  90 days after the Plan Administrator receives the  claim,
unless  special circumstances require an extension  of  time  for
processing  the  claim.  If an extension is  required,  the  Plan
Administrator shall notify the claimant in writing before the end
of  the initial 90 day period.  The extension shall not exceed an
additional 90 days.  The notice of denial shall be written  in  a
manner  calculated  to be understood by the  claimant  and  shall
include the following:

     (a)  specific reasons for the denial;

     (b)  specific references to pertinent Plan provisions;

     (c)  a description of any additional material or information
          necessary for the claimant to perfect his claim and  an
          explanation of why such information is necessary; and

     (d)  appropriate  information as to the steps  the  claimant
          should take if he wishes to submit the denied claim for
          review.

     If  the  claimant wishes a review of the denied  claim,  the
claimant  shall notify the Committee in writing within  60  days.
The claimant may review pertinent documents and may submit issues
or  comments to the Committee in writing.  If the claimant wishes
a  hearing, the claimant must include a request for a hearing  in
the  notice  to  the  Committee.  The claimant  may  furnish  the
Committee with a written statement of the claimant's position.

     All  reviews  of  denied claims shall be  conducted  by  the
Appeals  Committee,  which shall consist  of  five  members  (not
including  the  chairman).  All members, including the  chairman,
shall   be   appointed  by  the  Corporation's  General  Counsel.
Individuals selected to serve on the Appeals Committee shall have
knowledge  of  the Plan, of financial matters, and other  matters
necessary  to construe and interpret the Plan.  The Chairman  and
members  of  the  Appeals Committee shall serve  two  year  terms
except  that  three  members appointed  to  the  initial  Appeals
Committee  shall  serve a one-year term.   The  Chairman  of  the
Appeals  Committee  shall neither vote  nor  participate  in  the
determination of an appeal.  However, the chairman shall  respond
to questions raised by the other members of the Appeals Committee
and shall provide such information about the Plan as requested by
the  other  members of the Appeals Committee.  If at least  three
voting  members are present at a meeting they shall constitute  a
quorum.  If four voting members are present and their vote  is  a
tie, the matter shall be reconsidered at the next meeting of  the
Appeals Committee.  The Appeals Committee shall adopt such  rules
and  procedures  as it determines to be necessary or  appropriate
for  the  conduct  of  its affairs.  The  Appeals  Committee  may
appoint agents (who need not be members of the Appeals Committee)
to  whom  it  may  delegate such powers as it deems  appropriate,
provided that all claims presented to the Appeals Committee shall
be  decided  by the Appeals Committee.  It may authorize  one  or
more  of its members or agents to sign instructions, notices  and
determinations  on its behalf.  The action of a majority  of  the
voting  members  of  the Appeals Committee shall  constitute  the
action of the Appeals Committee.  The Corporation shall indemnify
any  member  of  the Appeals Committee and any  employee  of  the
Corporation  who  acts on behalf of and at  the  request  of  the
Committee   or  the  Appeals  Committee  against  any   and   all
liabilities  and reasonable expenses incurred in connection  with
any claim, action, suit or proceeding which is or may be asserted
against the member or employee for acts within the scope  of  the
member's  or  employee's duties in such capacity  to  the  extent
provided in the Corporation's Bylaws.

     The  Committee shall forward all requests for  review  of  a
denied  claim,  together  with all associated  documents  to  the
chairman  of  the Appeals Committee promptly after receipt.   The
Appeals Committee shall make a decision on review within 60  days
after  the Committee receives the claimant's written request  for
review  unless  special  circumstances, such  as  the  claimant's
request for a hearing, require additional time for review of  the
claim.   If the Appeals Committee needs an extension of  time  to
review  the claim, it shall notify the claimant in writing before
the end of the initial 60 day period.  The extension shall not be
longer  than an additional 60 days.  The Appeals Committee  shall
give  the claimant written notice of its decision, written  in  a
manner  calculated  to be understood by the  claimant  and  shall
include  specific  reasons for the decision as well  as  specific
references to the pertinent plan provisions on which the decision
is  based.   If  the Appeals Committee does not make  a  decision
within  the  time  periods specified above, the  claim  shall  be
deemed denied.

     The  Plan Administrator and the Appeals Committee shall have
full  discretionary authority to consider claims filed under  the
Plan  and  to  determine eligibility, status and  rights  of  all
individuals under the Plan and to construe any and all  terms  of
the Plan.

     If,  after the completion of the claims procedure set  forth
in  the  preceding  paragraphs, the claimant  wishes  to  further
pursue the claim, the claim shall be submitted to, and determined
through,  binding arbitration in the metropolitan area  in  which
the  claimant's  work  place is located in  accordance  with  the
employment  arbitration  procedures of the  American  Arbitration
Association  ("AAA")  existing at the  time  the  arbitration  is
conducted,  before a single arbitrator chosen in accordance  with
AAA  procedures.   The  decision  of  the  arbitrator  shall   be
enforceable as a court judgment.

     8.9    Disposition   of   Unclaimed   Distributions.    Each
Participant must file with the Corporation from time to  time  in
writing  the  Participant's address and each change  of  address.
Any communication, statement or notice addressed to a Participant
at  the Participant's last address filed with the Corporation, or
if  no  address is filed with the Corporation, then at  the  last
address as shown on the Corporation's records, will be binding on
the Participant and his spouse for all purposes of the Plan.  The
Corporation  shall  not be required to search  for  or  locate  a
Participant or the Participant's beneficiary.

    8.10 Distributions Due Minors or Incompetents.  If any person
entitled to a distribution under the Plan is a minor, or  if  the
Committee  determines  that any such  person  is  incompetent  by
reason  of physical or mental disability, whether or not  legally
adjudicated an incompetent, the Committee shall have the power to
cause the distributions becoming due to such person to be made to
another for the person's benefit, without responsibility  of  the
Committee  to  see  to  the application  of  such  distributions.
Distributions  made  pursuant to such power shall  operate  as  a
complete discharge of the Corporation and the Committee.

     IN  WITNESS WHEREOF, this Plan has been executed  this  ____
day of ___________, 2001.


                              GRAPHIC PACKAGING INTERNATIONAL
                              CORPORATION
                              Plan Sponsor


                              By: _______________________________

                              Title: ____________________________

                              Date: _____________________________