SECOND AMENDMENT TO THE
GRAPHIC PACKAGING EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 14, 1995)
1. PLAN SPONSOR: Graphic Packaging International Corporation.
2. AMENDMENT OF PLAN: The following amendments to the Graphic Packaging Employee Stock Purchase
Plan (As Amended and Restated Effective November 14, 1995) (the "Plan") are adopted effective February 28,
3. SECTION 5 OF THE PLAN SHALL BE AMENDED TO READ IN FULL AS FOLLOWS:
5. OFFER OF STOCK
As of the first day of each month during the term of the Plan, the Company shall be deemed to have made an
offer (the "Offer") to each eligible employee to purchase up to $1,000 in value of Stock. Each such Offer shall
have a term of one month. On or after the effective date of an Offer, each then eligible employee may purchase,
through payroll deductions, as many shares (including fractional shares) of Stock as he may wish up to $1,000
(but not less than $10) of the compensation (as defined below) to be received by him during the term of the
Offer. An eligible employee can accept the offer by enrolling in the Plan and authorizing payroll deductions,
subject to the terms of the Plan.
The Plan shall be suspended effective February 28, 2003, such that the last Offer prior to such suspension shall
be February 1, 2003, until such time as the Company determines to reactivate the Plan in its sole discretion.
3. SECTION 8 OF THE PLAN SHALL BE AMENDED BY ADDING THE FOLLOWING TO THE END
Notwithstanding the foregoing, purchases under the Plan shall be suspended effective February 28, 2003, such
that the last purchase prior to such suspension shall be the purchase date occurring in March 2003, until such time
as the Company determines to reactivate the Plan in its sole discretion. Any funds accumulated under the Plan
during such suspension not used to purchase Stock will be refunded to the appropriate participants.
[Next page is execution page.]
4. TERMS AND CONDITIONS OF PLAN. Except for