Item 1.01. Entry into a Material Definitive Agreement.

On May 18, 2012, the Retirement Committee of Graphic Packaging International, Inc., a wholly-owned subsidiary of Graphic Packaging Holding Company (collectively referred to herein as the "Company"), approved the First Amendment to the Graphic Packaging International, Inc. Supplemental Plan for Participants in the Riverwood International Employees Retirement Plan (the "Amendment"). The Amendment increases the benefit for the Company's President and Chief Executive Officer, David W. Scheible, by modifying the benefit formula so that it is equal to 2% of his average final salary (as defined in the Riverwood International Employees Retirement Plan (the "Qualified Plan") multiplied by his years of benefit service (as defined in the Qualified Plan), less the accrued benefits from all other Company qualified and nonqualified plans. This benefit is effective July 1, 2012. Pursuant to the Amendment, only the formula for calculating Mr. Scheible's benefit under the plan is changing; early retirement reductions, accruals while disabled, pre-retirement death benefits and optional forms of payment remain the same.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.

First Amendment to the Graphic Packaging International, Inc. Supplemental Plan for Participants in the Riverwood International
10.1 Employees Retirement Plan, as amended dated May 18, 2012.