Legacy Plan. Notwithstanding anything in this Plan to the contrary, all Legacy Options assumed by the Company pursuant to [Section 1.5(b)] of the Purchase Agreement shall be governed by the terms and conditions of the Legacy Plan which is attached hereto as Exhibit 1 and incorporated herein by reference; provided that the Legacy Plan shall be amended as follows:

with respect to the Restoration Pension, the Participant’s compensation for any applicable period as defined for purposes of the Retirement Plan with respect to the participant group (Cash Balance Retirement Plan Participant or Legacy Retirement Plan Participant) of which the Participant is a member, plus, if applicable for any period for a Participant who is a Legacy Retirement Plan Participant, that portion of the Participant’s incentive award under the MIP which he had elected (prior to 2005) to defer in accordance with paragraph 7 of the MIP as it existed prior to January 1, 2005.

“Retirement Plan” means the P.H. Glatfelter Company Retirement Plan. Benefits determined by reference to the Retirement Plan shall be determined as if the Retirement Plan had not been frozen and terminated, except where specifically provided otherwise. References to the Retirement Plan shall mean the Retirement Plan as in effect immediately before the Freeze Date, without regard to the freezing of benefits as of the Freeze Date, except where specifically provided otherwise. All references to benefits payable under the Retirement Plan shall include Retirement Plan benefits payable from an insurance company after the termination of the Retirement Plan. . Participants in the Retirement Plan belong to one of two groups corresponding to the two programs of benefits under the Retirement Plan. As used herein, a “Cash Balance Retirement Plan Participant” means a Retirement Plan participant whose benefit is determined under the Retirement Plan’s cash balance benefit formula. As used herein, a “Legacy Retirement Plan Participant” means a Retirement Plan participant whose benefit is determined under the traditional or legacy formula described in [Schedule C] of the Retirement Plan.

With respect to any Participant who is a Legacy Retirement Plan Participant other than a “1970 Participant” described in [subsection (b)], the Restoration Pension shall be equal to (1), minus (2), minus # below:

ELIGIBILITY. The individuals that shall be eligible to participate in the Plan shall be such key Employees (including officers) of the Company and/or one of its Subsidiaires in which the Company has proprietary interest by reason of stock ownership or otherwise, including any company in which the Company acquires a proprietary interest after the adoption of this Plan (but only if the Company owns, directly or indirectly, not less than 50% of the total combined voting power in the company), as the Committee shall determine from time to time.

Eligibility. All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company (as such terms are defined and interpreted for purposes of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), or any successor form) are eligible to be granted Awards under the Plan. Notwithstanding the foregoing, the Board may authorize the grant of an Award to a person not then an employee, officer, director, advisor or consultant of the Company; provided, however, that the actual grant of such Award shall be conditioned upon such person becoming eligible to become a Participant at or prior to the time of the execution of the Agreement evidencing such Award. Each person who is granted an Award under the Plan is deemed a “Participant.” “Award” means Options (as defined in Section 5), SARs (as defined in Section 6), Restricted Stock (as defined in Section 7), Restricted Stock Units (as defined in Section 7) and Other Stock-Based Awards (as defined in Section 8).

Eligibility. Any Employee, Director or Consultant shall be eligible to be selected as a Participant.

Eligibility. All individuals classified as employees on the payroll records of the Company and each Designated Company are eligible to participate in any one or more of the Offerings under the Plan, provided that as of the first day of the applicable Offering (the “Offering Date”) they are customarily employed by the Company or a Designated Company for more than 20 hours a week of employment, unless the exclusion of employees who do not meet this requirement is not permissible under applicable law. Notwithstanding any other provision herein, individuals who are not contemporaneously classified as employees of the Company or a Designated Company for purposes of the Company’s or applicable Designated Company’s payroll system are not considered to be eligible employees of the Company or any Designated Company and shall not be eligible to participate in the Plan. In the event any such individuals are reclassified as employees of the Company or a Designated Company for any purpose, including, without limitation, common law or statutory employees, by any action of any third party, including, without limitation, any government agency, or as a result of any private lawsuit, action or administrative proceeding, such individuals shall, notwithstanding such reclassification, remain ineligible for participation. Notwithstanding the foregoing, the exclusive means for individuals who are not contemporaneously classified as employees of the Company or a Designated Company on the Company’s or Designated Company’s payroll system to become eligible to participate in a plan which is equivalent to this Plan is through the adoption of a subplan, which specifically renders such individuals eligible to participate therein.

Eligibility. All individuals classified as employees on the payroll records of the Company and each Designated Subsidiary are eligible to participate in any one or more of the Offerings under the Plan, provided that as of the first day of the applicable Offering (the “Offering Date”) they are employed by the Company or a Designated Subsidiary and have completed at least 30 days of employment. Notwithstanding any other provision herein, individuals who are not contemporaneously classified as employees of the Company or a Designated Subsidiary for purposes of the Company’s or applicable Designated Subsidiary’s payroll system are not considered to be eligible employees of the Company or any Designated Subsidiary and shall not be eligible to participate in the Plan. In the event any such individuals are reclassified as employees of the Company or a Designated Subsidiary for any purpose, including, without limitation, common law or statutory employees, by any action of any third party, including, without limitation, any government agency, or as a result of any private lawsuit, action or administrative proceeding, such individuals shall, notwithstanding such reclassification, remain ineligible for participation. Notwithstanding the foregoing, the exclusive means for individuals who are not contemporaneously classified as employees of the Company or a Designated Subsidiary on the Company’s or Designated Subsidiary’s payroll system to become eligible to participate in this Plan is through an amendment to this Plan, duly executed by the Company, which specifically renders such individuals eligible to participate herein.

Eligibility. An Incentive Share Option may be granted only to an Eligible Person who is considered an employee for purposes of Treasury Regulation Section 1.421-1(h) with respect to the Company or any Subsidiary that qualifies as a “subsidiary corporation” with respect to the Company for purposes of Section 424(f) of the Code.