Exhibit 10.1**GRAPHIC PACKAGING INTERNATIONAL, INC.****SEVERANCE PAY PLAN****Effective May 1, 2007**
 

 
Table of Contents                   PageARTICLE 1. DEFINITIONS  5    **1.1.**  Active Employee  5    **1.2.**  Administrator  5    **1.3.**  Affiliated Entity  5    **1.4.**  Anniversary Date  5    **1.5.**  Code  5    **1.6.**  Creditable Leave of Absence  5    **1.7**  Effective Date  5    **1.8.**  Eligible Employee  5    **1.9.**  Employee  5    **1.10.**  Employer  6    **1.11.**  Employment  6    **1.12.**  ERISA  6    **1.13.**  Family and Medical Leave  6    **1.14.**  Hire Date  6    **1.15.**  Hour of Service  6    **1.16.**  Plan  6    **1.17.**  Plan Year  6    **1.18.**  Release  6    **1.19.**  Section  6    **1.20.**  Severance Pay  6    **1.21.**  Severance Payment Period  6    **1.22.**  Suitable Position  7    **1.23.**  Termination Date  7    **1.24.**  Year of Service  7            ARTICLE 2. SEVERANCE PAY PROGRAM  8    **2.1.**  Eligibility Requirements  8    **2.2.**  Severance Pay  8    **2.3.**  Form of Payment  9    **2.4.**  Benefit Continuation  9    **2.5.**  Outplacement Assistance  9            ARTICLE 3. RELEASE AND GENERAL RULES  10    **3.1.**  Offset for Money Owed to the Employer  10    **3.2.**  Offset for Other Severance Benefits  10    **3.3**  Offset for Notice Payments  10    **3.4.**  Release and Payment of Benefits  10    **3.5.**  Return of Employer Property  10    **3.6.**  Other Benefits  10    **3.7.**  Reemployment  10    **3.8**  Payments to Estate  10    **3.9.**  Special Rule for Specified Employees  11 
-2-

 
              **3.10.**  Exclusive Source of Benefits  11            ARTICLE 4. FUNDING POLICY AND BASIS OF PAYMENTS TO AND FROM THE PLAN  12    **4.1.**  Funding of Severance Benefits  12    **4.2**  Payments from the Plan  12            ARTICLE 5. ADMINISTRATION  13    **5.1.**  Administration and Interpretation of the Plan  13    **5.2.**  Information  14    **5.3.**  Fiduciary Provisions  14    **5.4.**  Indemnification  14    **5.5.**  Expenses of Administration  14    **5.6.**  Accounts and Records  14    **5.7.**  Notification of Employees  14    **5.8.**  Rights Against Employer  14    **5.9.**  Employer and Plan Identification Number  14    **5.10.**  Agent for the Service of Legal Process  14            ARTICLE 6. CLAIMS PROCEDURE  15    **6.1.**  Filing a Claim  15    **6.2.**  Notification to Claimant of Decision  15    **6.3.**  Review Procedure  15            ARTICLE 7. MISCELLANEOUS  17    **7.1.**  State Law  17    **7.2.**  Gender and Number  17    **7.3.**  Nonassignability  17    **7.4.**  Employment Not Guaranteed  17    **7.5.**  Additional Taxes or Penalties  17    **7.6.**  Right of Recovery  17    **7.7.**  No Guarantee of Tax Consequences  17    **7.8.**  Severability  17    **7.9.**  Entire Plan  18            ARTICLE 8. AMENDMENT AND TERMINATION  19    **8.1.**  Amendments  19    **8.2.**  Termination  19 
-3-

 
**GRAPHIC PACKAGING INTERNATIONAL, INC.****SEVERANCE PAY PLAN**     Graphic Packaging International, Inc. (the “Employer”) hereby amends and restates theRiverwood International Separation Pay Policy as the Graphic Packaging International, Inc.Severance Pay Plan (the “Plan”) and terminates the Graphic Packaging Severance Pay Plan effectiveApril 1, 2007 for the benefit of its employees. This Plan supersedes all prior workforce reductionor severance policies and programs for which the Eligible Employees under this Plan may have beeneligible. The purpose of the Plan is to provide for the payment of severance benefits to certainEligible Employees whose Employment is terminated under the conditions outlined in this Plan. ThePlan is intended to be a welfare benefit plan under § 3(2)(B) of ERISA.
-4-

 
**ARTICLE 1. DEFINITIONS****1.1.**Active Employee. “Active Employee” means an Employee who is performing the regularduties of his or her position with the Employer; provided, however, that if an Employee on aCreditable Leave of Absence gives notice of his or her intention to return to Employment from theCreditable Leave of Absence but cannot do so because of a reason specified in Section 2.1(b), thenthe Employee shall be an Active Employee on the date the Employee would otherwise have returned toEmployment.**1.2.**Administrator. “Administrator” means the Employer unless the Employer appoints a planadministrator in writing in accordance with Section 5.1.**1.3.**Affiliated Entity. “Affiliated Entity” means any corporation or other entity, now orhereafter formed, that is affiliated with the Employer, either directly or indirectly, throughstock ownership or control, and which is (a) included in the controlled group of corporations(within the meaning of Code § 1563(a) without regard to Code § 1563(a)(4) and Code § 1563(e)(3)(C))in which the Employer is also included; (b) included in the group of entities (whether or notincorporated) under common control (within the meaning of Code § 414(c)) in which the Employer isalso included; (c) included in an affiliated service group (within the meaning of Code § 414(m)) inwhich the Employer is also included; or (d) required to be aggregated with the Employer by Code §414(o).**1.4.**Anniversary Date. “Anniversary Date” means the date an Eligible Employee beginsEmployment upon hire or rehire by the Employer and each anniversary of that date.**1.5.**Code. “Code” means the Internal Revenue Code of 1986, as amended. All references toany section of the Code shall be deemed to refer not only to such section but to any amendmentthereof and any successor statutory provision.**1.6.**Creditable Leave of Absence. “Creditable Leave of Absence” means a period of absencefrom Employment because of an approved leave of absence other than personal leaves of absence.**1.7.**Effective Date. “Effective Date” means April 1, 2007.**1.8.**Eligible Employee. “Eligible Employee” means an Employee who has satisfied therequirements of Section 2.1. If an Employee does not meet these requirements, the Employee is noteligible for benefits under the Plan.**1.9.**Employee. “Employee” means any individual who provides services to the Employer as acommon law employee and who is not (a) a temporary employee as defined by the Employer’s personnelpolicies, (b) an employee who has a written employment and termination agreement or a writtenemployment agreement which waives participation in the Plan, (c) a “leased employee” as defined inCode § 414(n)(2), (d) an individual covered by a collective bargaining agreement under whichbenefits were the subject of good faith bargaining, unless such agreement expressly provides forparticipation in the Plan, (e) an individual who is classified by the Employer as an independentcontractor (even if reclassified as a common law employee as a result of
-5-

 
administrative or judicial proceedings), or (f) any employee who is not on the United Statespayroll.**1.10.**Employer. “Employer” means Graphic Packaging International, Inc., located at 814Livingston Court SE, Marietta Georgia 30067, 770-644-3000, which is also the Plan Sponsor.**1.11.**Employment. “Employment” means an Employee’s employment with the Employer, whichbegins on the date the Employee first performs an Hour of Service and ends on the Employee’sTermination Date.**1.12.**ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, asamended. All references to any section of ERISA shall be deemed to refer not only to such sectionbut to any amendment thereof and any successor statutory provision.**1.13.**Family and Medical Leave. “Family and Medical Leave” means a leave of absence takenpursuant to the Family and Medical Leave Act of 1993.**1.14.**Hire Date. An Employee’s Hire Date is the date on which the Employee’s most recentemployment with the Employer began, except that, if the Employee had a break-in-service thatresulted in an adjusted vesting service date, any applicable adjusted vesting service date will beused as the Hire Date in calculating Severance Pay under this Plan (but not to calculateeligibility for benefits under the Plan).**1.15.**Hour of Service. “Hour of Service” means each hour for which an Employee is paid orentitled to payment from the Employer for the performance of duties.**1.16.**Plan. “Plan” means the Graphic Packaging International, Inc. Severance Pay Plan.**1.17.**Plan Year. “Plan Year” means the twelve consecutive month period beginning eachJanuary 1 and ending each December 31.**1.18.**Release. “Release” means the separation agreement and general release prepared byand acceptable to the Employer. The Release is intended to legally bind the Employee and theEmployer regarding the termination of the Employee’s Employment with the Employer and, among otherthings, provide for a full release and waiver by the Employee of all possible claims against theEmployer and its Affiliated Entities and all directors, officers, employees, agents, andrepresentatives of the Employer and its Affiliated Entities, including, but not limited to, claimsarising out of the Employee’s Employment with, and termination of Employment by, the Employer.**1.19.**Section. “Section” means a section of this Plan.**1.20.**Severance Pay. “Severance Pay” means the benefit payable to an Eligible Employeeunder this Plan, calculated under Section 2.2.**1.21.**Severance Payment Period. “Severance Payment Period” means the period beginning onthe date an Eligible Employee terminates Employment and ending on the date that is the last day
-6-

 
of the number of months, weeks and days for which the Eligible Employee is eligible to receiveSeverance Pay, calculated pursuant to Section 2.2.**1.22.**Suitable Position. A Suitable Position is a position with the Employer, anAffiliated Entity or with another company or entity that has purchased substantially all of theassets or the business of one of the Employer’s facilities that the Employer feels the Employee iscapable of performing by reason of education, training and skills. The location of the SuitablePosition may be up to 50 miles greater than the distance between the employee’s present worklocation and present residence (no relocation assistance will be provided).**1.23.**Termination Date. “Termination Date” means the last date on which an Employeeperforms an Hour of Service.**1.24.**Year of Service. “Year of Service” means a one-year period, beginning on theEmployee’s Hire Date, as defined in Section 1.14, and each Anniversary Date thereafter, duringwhich period the Employee is continuously employed by the Employer. Periods during which anEmployee is on a Creditable Leave of Absence shall be treated as periods of continuous Employment.Fractional or partial Years of Service will be disregarded. Service with a predecessor companywill not be counted for calculating Years of Service, unless provided otherwise in the purchaseagreement pursuant to which the Employer acquired the predecessor company. Years of Service as aregular part-time employee will be prorated based on hours worked.
-7-

 
**ARTICLE 2. SEVERANCE PAY PROGRAM****2.1.**Eligibility Requirements. An Employee, as defined in Section 1.9, is eligible forbenefits under this Article 2 if he or she meets following requirements: (a) The Employee must have completed at least one Year of Service, based on theEmployee’s most recent Hire Date.  (b) The Employee’s Employment with the Employer must be terminated by the Employerbecause of cost-cutting measures, structural changes (including outsourcing), businessor facility divestment, facility closure, permanent job discontinuance, qualificationsmismatch, or lack of work, as determined at the discretion of the Administrator.  (c) The Employee’s Employment with the Employer must not be terminated because ofvoluntary resignation, cause, substandard performance, election of retirement that isnot involved in an Employer-initiated separation for a reason listed in Section 2.1(b),or approval for long-term disability, as determined at the discretion of theAdministrator.  (d) The Employee must not be offered a Suitable Position, as defined in Section1.22. The Employee may choose either to accept the Suitable Position or Severance Payand benefits under this Plan if the Employee is offered a Suitable Position thatinvolves: (i) for a salaried employee, a reduction in salary grade or an option totransfer to an hourly position; or (ii) for an hourly employee, a 25% or greaterreduction in the hourly rate.  (e) The Employee must be an Active Employee and continue to work productively forthe Employer, as determined at the sole discretion of the Administrator, until it isdetermined by the Administrator that the Employee’s services are no longer necessary.  (f) The Employee’s Termination Date must be on or after the Effective Date of thisPlan.  (g) The Employee must execute (and not revoke) a Release, as provided in Section3.4.**2.2.**Severance Pay. Subject to Article 3, the amount of Severance Pay payable to anEligible Employee under this Article 2 shall be determined by multiplying the amount of benefitindicated in the Table below for the Employee’s salary grade times the Employee’s Years of Service,as defined in Section 1.24. However, the Employee’s Severance Payment Period shall not be lessthan the stated minimum or exceed the stated maximum number of months or partial months applicableto the Employee’s salary grade attained at termination.
-8-

 
       **Salary Grade/Status** **Benefit** **Minimum** **Maximum**88 and below and all non-union hourly 1/2 month per full year of service 1/2 month 6 months90-93 1/2 month per full year of service 1 months 8 months94-96 5/8 month per full year of service 2 months 10 months97-99 3/4 month per full year of service 3 months 12 months100 and above 1 month per full year of service 6 months 12 months**2.3.**Form of Payment. Severance Pay will be paid on each of the Employer’s regularpay days to an Eligible Employee in substantially equal installments not larger than the Employee’sbase salary for the pay period immediately prior to his or her Termination Date, until the amountof Severance Pay to which the Employee is entitled has been exhausted. The Employer will withholdany amounts required by the federal, state, or local law.**2.4.**Benefit Continuation. Medical, dental or vision benefits and health care spendingaccount may continue for the Severance Payment Period, up to a maximum of three (3) months.Employee contributions to the benefit plans will remain the same as during employment for thisextension period. This continuation is considered alternative coverage under the ConsolidatedOmnibus Budget Reconciliation Act (COBRA). Core, supplemental and dependent life may continueunder for the Severance Payment Period, up to a maximum of three months. Accidental death anddismemberment, and dependent care spending accounts terminate at the end of the last active payperiod. Short- and long-term disability terminate on the Termination Date.**2.5.**Outplacement Assistance. The Employer may, in its discretion, offer an EligibleEmployee outplacement counseling assistance.
-9-

 
**ARTICLE 3. RELEASE AND GENERAL RULES****3.1.**Offset for Money Owed to the Employer. An Eligible Employee’s benefit under this Planshall be reduced by any amount that the Eligible Employee owes to the Employer on his or herTermination Date.**3.2.**Offset for Other Severance Benefits. In the event that an Eligible Employee receives(or has received) benefits under this Plan or any other severance-type plan, program, orarrangement sponsored by the Employer, the benefit otherwise payable under this Plan will bereduced in a corresponding amount, unless such other severance plan, program, or arrangementspecifically provides that the benefits payable thereunder are in addition to the benefits payableunder this Plan.**3.3.**Offset for Notice Payments. In the event the Employee receives notice payments towhich the Employee may be entitled under any applicable law, including the Worker Adjustment andRetraining Notification (“WARN”) Act or any similar state statute, the benefit otherwise payableunder this Plan will be reduced in a corresponding amount.**3.4.**Release and Payment of Benefits. Prior to receiving any benefit described in Article2, an Employee must return to the Administrator a Release waiving any and all claims the Employeemay have against the Employer and its Affiliated Entities, including but not limited to any noticeor payments to which Employee might otherwise be entitled under any applicable law, including theWorker Adjustment and Retraining Notification Act (“WARN”) and any similar state law. The Releasemust be voluntarily executed by the Employee, and the Employee must not revoke such Release withinany applicable revocation period that may be required by law from time to time. Severance Paybenefits will not begin until, at the earliest, the day after the last day on which the EligibleEmployee may revoke the signed Release submitted to the Administrator.**3.5.**Return of Employer Property. To be eligible to receive Severance Pay under this Plan,an Employee must return all Employer property that is in the Employee’s possession, custody orcontrol. Employer property includes, but is not limited to, all keys, credit cards, computers, andother items or equipment provided to the Employee for use during employment, together with allwritten and recorded materials, documents, computer discs or memory cards, plans, records, notes,files, drawings or papers, and any copies thereof, relating to the affairs of the Employer,including in particular all notes and records relating to customers of Employer.**3.6.**Other Benefits. The benefits of an Eligible Employee under any other Employer benefitplan or program not addressed in Section 2 above are governed solely by the terms of those plansand programs, and shall neither be affected by nor affect payments under this Plan, except asprovided in Section 3.2.**3.7.**Reemployment. If an Employee who is receiving Severance Pay under this Plan isre-employed by the Employer or an Affiliated Entity before the expiration of the Employee’sSeverance Payment Period, the payment of Severance Pay and benefits will stop as of the date theEmployee is rehired.
-10-

 
**3.8.**Payments to Estate. If an Eligible Employee dies before receiving all of theSeverance Pay to which he or she is entitled under the Plan, the remaining Severance Pay shall bepaid to the Employee’s estate no less frequently than the Severance Pay was being paid to theEmployee. No Severance Pay will be granted to the heirs of an Employee who dies while employed bythe Employer.**3.9.**Special Rule for Specified Employees. Generally, this Plan is intended to provideseparation pay upon an involuntary separation from service, which would be exempt from therequirements of Section 409A of the Code. However, if any payment under this Plan is not exemptfrom the requirements of Section 409A of the Code and is made to an individual who is a “specifiedemployee” (as defined in Section 409A of the Code and regulations thereunder), such payment shallnot be made until the date that is six months and a day following the Employee’s Termination Date.Any payments that would otherwise be made during such six-month period shall be held by theEmployer and paid in a lump sum on the day following the end of such six-month period.**3.10.**Exclusive Source of Benefits. The Plan is the only benefit plan providing SeverancePay or similar benefits for Eligible Employees, and to the extent any other written or unwrittenplans, programs, practices or arrangements providing separation benefits for such employees aredeemed to have existed, they are hereby canceled and superseded by this Plan. Any Employee of theEmployer who does not meet the requirements to participate in this Plan is not entitled to any planor program of special separation benefits, severance payments or similar benefits upon terminationof employment.
-11-

 
**ARTICLE 4. FUNDING POLICY AND BASIS OF PAYMENTS TO AND FROM THE PLAN****4.1.**Funding of Severance Benefits. The Employer shall pay the benefits determined underthis Plan from its general assets.**4.2.**Payments from the Plan. Payments from the Plan shall be paid out of the generalassets of the Employer at the time payments are required. Except in specific circumstances whereit must do so in accordance with proper accounting procedures, the Employer is not required to setaside amounts in advance of the date payments are required.
-12-

 
**ARTICLE 5. ADMINISTRATION****5.1.**Administration and Interpretation of the Plan. The Employer shall be theAdministrator unless the Employer appoints an Administrator in writing. If the Employer appoints acommittee to serve as the Administrator, the committee shall consist of not less than threemembers. Any member of the committee may resign at any time by giving notice to the Employer. Anyresignation shall take effect on the date of receipt of such notice or at any later date specifiedin the notice. No member of the committee shall receive any compensation for his or her servicesas a member of the committee. A majority of the members of the committee shall constitute a quorumfor the transaction of business. All resolutions or other actions taken by the committee shallrequire the written approval or affirmative vote of a majority of the members of the committee.The Administrator shall have all powers necessary or convenient to administer the Plan, including,in addition to such other powers as the law may provide, the following: (a) the power to establish rules and procedures for the purpose of administrationof this Plan;  (b) the exclusive right to interpret the Plan and to decide any matters arising inconnection with the administration and operation of the Plan; and  (c) the power to appoint such agents, attorneys, accountants, and consultants andany other person required for proper administration of the Plan.The Administrator shall have the absolute and exclusive discretionary right and final authority inall matters related to the discharge of its responsibilities and the exercise of authority underthe Plan, including, without limitation, the construction of the terms of the Plan, thedetermination of eligibility for coverage and benefits, and the amount of benefits, and alldeterminations of the Plan Administrator shall be final and binding upon all parties. Thedecisions of the Administrator shall be conclusive and binding upon all persons having or claimingto have any right or interest in or under the Plan, and no such decision shall be modified underjudicial review unless such decision is proven to be arbitrary or capricious.The Administrator may delegate some or all of its authority under the Plan to any person or personsprovided that any such delegation is in writing.
-13-

 
**5.2.**Information. The Administrator may require that each Employee supply any pertinentinformation and execute any documents necessary under this Plan.**5.3.**Fiduciary Provisions. The Administrator shall be a “named fiduciary” under the Plan.Any person or group of persons may serve in more than one fiduciary capacity with respect to thePlan. All fiduciaries under the Plan shall discharge their duties with respect to the Plan solelyin the interests of the Employees and their beneficiaries and with the care, skill, prudence, anddiligence under the circumstances then prevailing that a prudent person acting in a like capacityand familiar with such matters would use in the conduct of an enterprise of a like character andwith like aims. No fiduciary under the Plan shall be liable for an act or omission of anotherperson in carrying out any fiduciary responsibility where such fiduciary responsibility isallocated to such other person by or pursuant to the Plan.**5.4.**Indemnification. The Employer shall, to the fullest extent permitted by law,indemnify each director, officer, or employee of the Employer (including the heirs, executors,administrators, and other personal representatives of such person) and the Administrator againstexpenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually andreasonably incurred by a person covered under this indemnification clause in connection with anythreatened, pending, or actual suit, action, or proceeding (whether civil, criminal,administrative, or investigative in nature, or otherwise) in which the person may be involved byreason of the fact that the person is or was serving the Plan in any capacity at the request of theEmployer.**5.5.**Expenses of Administration. Any expense incurred by the Employer or the Administratorrelative to the administration of the Plan shall be paid by the Employer.**5.6.**Accounts and Records. The Administrator shall maintain records concerning theeligibility of Employees and shall itemize and separately identify the benefits distributed fromthe Plan.**5.7.**Notification of Employees. The Administrator shall communicate in writing to allEmployees a summary of the terms and conditions of the Plan.**5.8.**Rights Against Employer. Neither the establishment of the Plan, nor any modificationof the Plan, nor any distributions from the Plan shall be construed as giving to any current orformer Employee or beneficiary any legal or equitable rights against the Employer, itsshareholders, directors, or officers, as such, or as giving any person the right to be retained inthe employ of the Employer.**5.9.**Employer and Plan Identification Number. The Internal Revenue Service has assignedthe Employer the employer identification number 84-0772929. The Plan number assigned to the Planis 551.**5.10.**Agent for the Service of Legal Process. Legal process may be served on the Employerby directing such legal service to Corporation Service Corporation, at the address on file with theSecretary of State’s office in each state where the Employer does business.
-14-

 
**ARTICLE 6. CLAIMS PROCEDURE****6.1.**Filing a Claim. If an Employee or former Employee believes that the Employer isobligated under the terms of the Plan to pay a benefit or there is a dispute as to the benefitamount, the Employee or former Employee (hereinafter referred to as the “claimant”) shall deliver awritten request to the Administrator, or such person or office as the Administrator shall designatefor the processing of claims. Claims should be sent to Administrator, Graphic PackagingInternational, Inc. Severance Pay Plan, 814 Livingston Court SE, Marietta Georgia 30067. Uponreceipt of such request, the Administrator may require the claimant to complete such forms andprovide such additional information as may be reasonably necessary to establish the claimant’sright to benefits under the Plan. A claim is deemed filed upon receipt by the Administrator.**6.2.**Notification to Claimant of Decision. The Administrator shall furnish to the claimanta notice of the decision within 90 days after receipt of the claim. If special circumstancesrequire more than 90 days to process the claim, this period may be extended for up to an additional90 days by giving written notice to the claimant before the end of the initial 90-day periodstating the special circumstances requiring the extension and the date by which a final decision isexpected. Failure to provide a notice of decision within the time specified shall constitute adenial of the claim, and the claimant shall be entitled to require a review of the denial under thereview procedures.The notice to be provided to every claimant who is denied a claim for benefits shall be in writingand shall set forth, in a manner calculated to be understood by the claimant, the following: (a) The specific reason or reasons for the denial;  (b) Specific reference to pertinent Plan provisions on which the denial is based;  (c) A description of any additional material or information necessary for theclaimant to perfect the claim and an explanation of why such material or information isnecessary; and  (d) An explanation of the Plan’s claims review procedure describing the steps to betaken by a claimant who wishes to submit his or her claim for review.**6.3.**Review Procedure. The purpose of the review procedure is to provide an Employee orformer Employee claiming benefits a reasonable opportunity to appeal a denial of a claim to theAdministrator for a full and fair review. To accomplish that purpose, the claimant or his or herduly authorized representative: (a) May request a review upon written application to the Administrator;  (b) May review pertinent Plan documents; and  (c) May submit issues and comments in writing.
-15-

 
A claimant (or his or her duly authorized representative) shall request a review by filing awritten application for review with the Administrator at any time within 60 days after receipt bythe claimant of written notice of the denial of his or her claim.The decision on review shall be made by the Administrator, who may in his, her, or its discretionhold a hearing on the denied claim. The Administrator shall make its decision promptly, whichshall ordinarily be not later than 60 days after the Plan’s receipt of the request for review,unless special circumstances (such as the need to hold a hearing) require an extension of time forprocessing. In that case, a decision shall be rendered as soon as possible, but not later than 120days after receipt of the request for review. If an extension of time is required due to specialcircumstances, written notice of the extension shall be furnished to the claimant prior to the timethe extension commences.The decision on review shall be in writing and shall include specific reasons for the decision(written in a manner calculated to be understood by the claimant), as well as specific referencesto the pertinent Plan provisions on which the decision is based.The Administrator’s decision on review shall be final. In the event the decision on review is notfurnished to the claimant within the time required, the claim shall be deemed denied on review.
-16-

 
**ARTICLE 7. MISCELLANEOUS****7.1.**State Law. The Plan shall be construed and its provisions enforced and administeredin accordance with ERISA. To the extent, if any, that state laws are not preempted and they apply,the Plan shall be construed and its provisions enforced and administered under the laws of theState of Georgia.**7.2.**Gender and Number. Words used in the masculine also apply to the feminine whereapplicable, and wherever the context of the Plan dictates, the plural includes the singular and thesingular includes the plural.**7.3.**Nonassignability. The Plan and the rights, interests, and benefits receivablehereunder from the general assets of the Employers shall not be assigned, transferred, pledged,sold, conveyed, or encumbered in any way by the Employee and shall not be subject to execution,attachment, or similar process. Any attempted sale, conveyance, transfer, assignment, pledge, orencumbrance of the Plan or of such rights, interests, and benefits, contrary to the foregoingprovisions, or the levy of any attachment of similar process thereupon shall be null and void andwithout effect.**7.4.**Employment Not Guaranteed. The Plan shall not be deemed to constitute a contractbetween the Employer and any Employee or to be a consideration, or an inducement, for theemployment of any Employee by the Employer. Nothing contained in the Plan shall be deemed to giveany Employee the right to be retained in the employ of the Employer or to interfere with the rightof the Employer to discharge or to terminate the Employment of any Employee at any time withoutregard to the effect that such discharge or termination may have on any rights under the Plan.**7.5.**Additional Taxes or Penalties. If there are any taxes or penalties payable by theEmployer on behalf of any Employee, such taxes or penalties shall be payable by the Employee to theEmployer to the extent such taxes would have been originally payable by the Employee had this Plannot been in existence.**7.6.**Right of Recovery. If the Employer or Administrator or its designee makes any paymentthat according to the terms of the Plan should not have been made, it may recover that incorrectpayment, whether or not it was made due to the Employer’s or the Administrator’s own error, fromthe person to whom it was made or from any other appropriate party. If any such incorrect paymentis made directly to an Employee, the Employer or its designee may deduct it when making futurepayments directly to that Employee or recover such payment by other methods to be determined at thediscretion of the Administrator.**7.7.**No Guarantee of Tax Consequences. Neither the Employer nor the Administrator makesany commitment or guarantee with respect to the tax treatment of Severance Pay under federal,state, or local laws. The Employer will withhold any taxes required by law.**7.8.**Severability. If any provision of this Plan shall be held to be illegal or invalidfor any reason, such illegality or invalidity shall not affect the remaining parts of this Plan,and this Plan shall be construed and enforced as if such illegal or invalid provision had neverbeen inserted.
-17-

 
**7.9.**Entire Plan. The Plan document and the documents specifically incorporated byreference herein shall constitute the only legally governing documents for the Plan. Allstatements made by the Employer or the Administrator shall be deemed representations and notwarranties. No such statements shall void or reduce coverage under the Plan or be used in defenseto a claim unless in writing signed by the Administrator.
-18-

 
**ARTICLE 8. AMENDMENT AND TERMINATION****8.1.**Amendments. The Employer reserves the right, by action of the Employer, to amend thePlan at any time and from time to time. In addition, any amendment of the Plan which will notresult in significant cost to the Employer nor have a material effect on the benefits providedhereunder, and which either (a) will effect a technical or administrative change to the Plan, or(b) is recommended by counsel as necessary or desirable to comply with applicable law, may be madeby the Administrator (for the Employer).**8.2.**Termination. The Employer expects to continue the Plan indefinitely, but thecontinuance of the Plan and the payment of benefits for any year are not assumed as contractualobligations. The Employer reserves the right, by action of the Employer, to terminate the Plan atany time. Upon final termination of the Plan, the Employer will make appropriate arrangements towind up the affairs of the Plan. Prior practices by the Employer or any entity related to theEmployer will not diminish in any way the rights granted to the Employer under this section. Oraland other informal communications made by the Employer or any representative of the Employer in thePlan described herein and such communications will not diminish the Employer’s right to amend orterminate the Plan in any manner.
-19-

 
     The Employer hereby agrees to the provisions of the Plan and in witness of its agreement, theEmployer, by its duly authorized officer, has executed the Plan on the date written below.           **GRAPHIC PACKAGING INTERNATIONAL, INC.**    **Employer**             By:   /s/ DAVID W. SCHEIBLE                    Title:   President and Chief ExecutiveOfficer                       Date:   April 9, 2007           
-20-