P. H. GLATFELTER COMPANY

96 South George Street, Suite 500

York, Pennsylvania 17401

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON

May ~~3, 2007~~1, 2008

TO THE SHAREHOLDERS:

The ~~2007~~2008 Annual Meeting of the Shareholders of P. H. Glatfelter Company, a Pennsylvania corporation, will be held at theYork Expo Center, 334 Carlisle Avenue, York, Pennsylvania, in theWhite Rose Room, onThursday, May ~~3, 2007,~~1, 2008, at 10:00am, to consider and act upon the following items:


	•	the election of ~~three~~two members of the Board of Directors to serve for three-year terms expiring in ~~2010;~~2011;
	•	the amendment of the Company’sBy-Laws to phase out the Company’s classified Board structure;
	•	The ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2008; and
	•	such other business as may properly come before the Meeting.

Only holders of record of the Company’s common stock at the close of business on March ~~8, 2007,~~6, 2008 will be entitled to notice of, and to vote at, the Annual Meeting.

It is important that your shares be represented and voted at the Annual Meeting. Whether or not you currently plan to attend the Meeting, please complete, date and sign the accompanying proxy card and return it promptly in the enclosed envelope (requiring no postage if mailed in the United States). If you choose, you may still vote in person at the Meeting, even though you had previously submitted a proxy card.

Jeffrey J. Norton

Vice President,

General Counsel and Corporate

Secretary

March ~~28, 2007~~21, 2008

P. H. GLATFELTER COMPANY

PROXY STATEMENT

The accompanying proxy is being solicited by the Board of Directors (the “Board”) of P. H. Glatfelter Company (the “Company”), 96 South George Street, Suite 500, York, Pennsylvania 17401, in connection with the ~~2007~~2008 Annual Meeting of the Shareholders of the Company (the “Annual Meeting” or “Meeting”) to be held on Thursday, May ~~3, 2007~~1, 2008 at 10:00 ~~am, at the York Expo Center,~~a.m., 334 Carlisle Avenue, York, Pennsylvania, in theWhite Rose ~~Room.~~Room. This proxy statement and the accompanying proxy card are being mailed to the Company’s shareholders on or about March ~~28, 2007.~~21, 2008.

ABOUT THE MEETING

What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will consider and act upon the following items:


	•	the election of ~~three~~two members of the Board of Directors to serve for three-year terms expiring in ~~2010;~~2011;

	•	the amendment of the Company’sBy-Laws to phase out the Company’s classified Board structure;

	•	The ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2008; and

	•	such other business as may properly come before the Meeting.

~~In addition, following~~Following the Meeting, the Company’s management will report on the Company’s business during the year ended December 31, ~~2006,~~2007, and respond to questions from shareholders.

Who is entitled to vote at the Annual Meeting?

Only holders of record of the Company’s common stock at the close of business on the record date, March ~~8, 2007,~~6, 2008, are entitled to receive notice of, and to vote at, the Meeting. Each holder of the Company’s common stock is entitled to one vote per share owned of record on all business presented at the Meeting, except that shareholders have cumulative voting rights with respect to electing Directors. Cumulative voting means that each shareholder is entitled to as many votes in electing Directors as is equal to the number of his or her shares of common stock multiplied by the number of Directors to be elected. A shareholder may cast all such votes for a single nominee or may distribute them between two or more nominees as he or she sees fit. The persons named in the accompanying proxy card as proxy holders will vote the shares as designated by the shareholder, including any exercise of cumulative voting rights through the distribution of votes among the nominees as indicated on the proxy card. Absent such designation, the proxy holders may use their discretionary authority to vote as they see fit, including to vote cumulatively.

How do I vote?

If you complete and properly sign the accompanying proxy card and return it to the Company, it will be voted as you specify. If you are a holder of record of the Company’s common stock on the record date and attend the Meeting in person, you may deliver your completed proxy card or vote in person at the Meeting. Judges of election appointed by the Company will count the votes.

What constitutes a quorum?

A quorum is necessary to permit a particular matter to be considered and acted upon at the Meeting. The presence at the Meeting, in person or by proxy, of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter will constitute a quorum for the purposes of such matter. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

The Company had ~~44,920,698~~45,167,030 shares of common stock outstanding on the record date.

What vote is required to elect a Director and to approve a proposal assuming there is a quorum?

Election of ~~Directors.~~Directors. The ~~three~~two nominees for ~~Directors~~Director receiving the highest number of votes cast by shareholders will be elected to serve on the Board. Votes withheld (or abstentions) with respect to the election of a Director will not be voted with respect to such ~~Director; accordingly, votes withheld will have no direct effect on the result of the vote, unless the withheld votes are cast for another nominee.~~Director. Broker non-votes are not counted for purposes of the election of Directors. As described in further detail under “Corporate Governance and Board of Directors — Does the Company have a Majority-Voting Policy?,” on March 5, 2008, the Company’s Board of Directors amended the Company’s Governance Principles to include a majority-voting policy for the election of Directors to be effective at the 2008 Annual Meeting. Pursuant to the majority-voting policy, in an uncontested election, if a nominee for Director who is an incumbent Director receives a greater number of votes “withheld” from his or her election than votes “for” such election, and no successor has been elected at such meeting, the Director shall promptly tender his or her resignation following certification of the shareholder vote.

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Ratification of the appointment of Deloitte & Touche LLP. The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm requires the affirmative vote of a majority of the votes cast on this proposal. An abstention or a broker non-vote with respect to the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm will not be counted for voting purposes on this proposal.

Amendment to By-Laws. The approval of the amendment of the Company’sBy-Laws to phase out the Company’s classified Board structure requires the affirmative vote of a majority of the votes cast on this proposal. An abstention or a broker non-vote with respect to the amendment of the Company’sBy-Laws to phase out the Company’s classified Board structure will not be counted for voting purposes on this proposal.

How does discretionary voting authority apply?

If you sign and return the accompanying proxy card, but do not make any selections, you give discretionary authority to the persons named as proxy holders on the proxy card. Your shares will then be voted as recommended by the Board.

What is the Board’s recommendation?

The Board recommends a vote:


	•	FORelection of its ~~three~~two nominees for Director, ~~Kathleen A. Dahlberg, Richard C. Ill~~Nicholas DeBenedictis and ~~Lee C. Stewart.~~J. Robert Hall;

	•	FORthe approval of the amendment of the Company’sBy-Laws to phase out the Company’s classified Board structure; and

	•	FORthe ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm.

Can I change my vote after I return my proxy card?

Yes. Even after you have submitted your proxy card, you may revoke your proxy and change your vote at any time before the proxy is exercised by filing with the Company’s Secretary, either a notice of revocation or a duly executed proxy bearing a

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OWNERSHIP OF COMPANY STOCK

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

To the Company’s knowledge, the following table sets forth information regarding ownership of Glatfelter’s ~~45,013,488~~ outstanding ~~shares of~~ common stock as of March ~~20, 2007~~6, 2008 (except as otherwise noted) by: (i) each person who is known by the Company to own beneficially more than 5% of the common stock of the Company; (ii) each Director and named executive officer; and (iii) all Directors and executive officers as a group. Except as otherwise indicated and subject to applicable community property laws, each owner has sole voting and investment powers with respect to the securities listed. The number of shares beneficially owned by each person is determined under the rules of the Securities and Exchange Commission (“SEC”) and the information is not necessarily indicative of beneficial ownership for any other purpose. Under the rules of the SEC, all shares with respect to which a person has the right to acquire beneficial ownership within 60 days is considered beneficially owned by that person.

Total Number of

Name of Beneficial
Directly
Indirectly
Outstanding Options
Shares Beneficially

Owner Position Owned Owned to Purchase Owned (1) % of Class
��

Barclays Global Investors, NA 2,938,803 0 0 2,938,803 (2 ) 6.53 %
Dimensional Fund Advisors LP 3,829,200 0 0 3,829,200 (3 ) 8.51 %
Oz Management L.L.C. 2,749,231 0 0 2,749,231 (4 ) 6.11 %
Kathleen A. Dahlberg Director 5,064 0 7,500 12,564 *
Nicholas DeBenedictis Director 2,716 0 4,000 6,716 *
George H. Glatfelter II Chairman of the
Board & CEO 20,218 243,476 (5 ) 215,330 479,024 1.06 %
J. Robert Hall Director 5,064 0 7,500 12,564 *
Richard C. Ill Director 3,244 0 2,500 5,744 *
John P. Jacunski Senior Vice
President & CFO 3,000 643 (6 ) 0 3,643 *
Ronald J. Naples Director 4,238 0 9,000 13,238 *
Dante C. Parrini Executive Vice
President & COO 2,697 3,181 (7 ) 18,071 23,949 *
Richard L. Smoot Director 6,564 0 4,000 10,564 *
Lee C. Stewart Director 5,064 0 7,500 12,564 *
John C. van Roden Executive Vice
President 1,900 682 (8 ) 0 2,582 *
William T. Yanavitch II Vice President Human
Resources &
Administration 0 1,547 (9 ) 0 1,547 *
All Directors and executive officers as a group (17 individuals)
59,769 251,793 285,801 597,363 (10 ) 1.32 %


Name of Beneficial	Shares Beneficially		Total Number of
Owner	Owned (1)		Shares Owned (1)			% of Class


Dimensional Fund Advisors LP		3,818,096		3,818,096	(2)		8.45	%
FMR LLC		2,315,307		2,315,307	(3)		5.13	%
Franklin Resources, Inc.		2,475,642		2,475,642	(4)		5.48	%
Met Investors Advisory, LLC		2,652,426		2,652,426	(5)		5.87	%
NWQ Investment Management Company, LLC		2,593,128		2,593,128	(6)		5.74	%
Third Avenue Management, LLC		5,246,370		5,246,370	(7)		11.62	%


Name of Beneficial		Directly		Indirectly			Outstanding Options		Total Number of
Owner	Position	Owned		Owned			to Purchase		Shares Owned (1)			% of Class


Kathleen A. Dahlberg	Director		6,625					7,500		14,125			*
Nicholas DeBenedictis	Director		4,277					4,000		8,277			*
George H. Glatfelter II	Chairman of the Board & CEO		40,218		243,771	(8)		199,134		483,123			1.07	%
J. Robert Hall	Director		6,625					7,500		14,125			*
Richard C. Ill	Director		4,805					2,500		7,305			*
John P. Jacunski	Senior V. P. & CFO		3,000		911	(9)		7,167		11,078			*
Ronald J. Naples	Director		5,799					9,000		14,799			*
Jeffrey J. Norton	V. P., General Counsel & Secretary		0		570	(10)		4,934		5,504			*
Dante C. Parrini	Executive V. P. & COO		2,697		3,508	(11)		30,371		36,576			*
Martin Rapp	V. P. & General Manager, Composite Fibers Business Unit		0					4,134		4,134			*
Richard L. Smoot	Director		8,125					4,000		12,125			*
Lee C. Stewart	Director		6,625					7,500		14,125			*
All Directors and executive officers as a group (16 individuals)			88,796		253,216			313,941		655,953	(12)		1.45	%


*	Less than 1%


(1)	For purposes of the table, shares of common stock are considered beneficially owned by a person if such person has or shares voting or investment power with respect to such stock. As a result, more than one person may beneficially own the same security and, in some cases, the same shares are listed opposite more than one name in the table. The table includes, in some cases, shares beneficially held by spouses or minor children, as to which beneficial ownership is disclaimed.

(2)	Pursuant to a Schedule ~~13G~~13G/A filed on February ~~17, 2004,~~6, 2008, consists of shares beneficially owned, as of December 31, ~~2003~~2007, by ~~Barclays Global Investors, NA~~Dimensional Fund Advisors LP. Dimensional Fund Advisors LP possesses sole voting and ~~certain other entities, which includes “banks” as defined in Section 3(a)(6) of the Exchange Act and~~investment authority over all 3,818,096 shares. Dimensional Fund Advisors LP is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, as amended, filing together. Barclays Global Investors NA and each of the other entities are holding these shares in trust accounts for the economic benefit of the beneficiaries of those accounts. The 2,938,803 shares include 2,658,675 shares with respect to which Barclays Global Investors, NA and the other entities have sole voting authority and sole investment authority, 2,352,456 shares beneficially owned by Barclays Global Investors, NA and 500,540 shares beneficially owned by Barclays Global Fund

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	Advisors ~~and 85,807 shares beneficially owned by Barclays Global Investors, Ltd. The address of Barclays Global Investors, NA is 45 Fremont Street, San Francisco, California 94105.~~

~~(3)~~

Pursuant to a Schedule 13G/A filed on February 9, 2007, consists of shares as to which Dimensional Fund Advisors LP possesses sole voting and investment authority on December 31, 2006. Dimensional Fund Advisors LP is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940. All ~~3,829,200~~3,818,096 shares are owned by four investment companies registered under the Investment Company Act of 1940 to which Dimensional Fund Advisors LP furnishes investment advice and certain other commingled group trusts and separate accounts to which Dimensional Fund Advisors LP serves as investment manager. Dimensional Fund Advisors LP disclaims beneficial ownership of such shares. The address of Dimensional Fund Advisors LP is 1299 Ocean Avenue, Santa Monica, California 90401.


(3)	Pursuant to a Schedule 13G filed on February 14, 2008, consists of shares beneficially owned as of December 31, 2007, and includes 409,100 shares to which FMR LLC (“FMR”) has sole voting power and 2,315,307 shares as to which FMR has sole dispositive power. The Schedule 13G was filed jointly by FMR and Edward C. Johnson 3d. Edward C. Johnson 3d is Chairman of FMR. Members of Mr. Johnson’s family are the predominant owners of Series B shares of FMR, representing 49% of the voting power of FMR and all Series B shareholders have entered into a shareholders’ voting agreement under which all Series B shares will be voted in accordance with the majority vote of Class B shares. As such, members of Mr. Johnson’s family may be deemed to be members of a controlling group with respect to FMR. The amounts beneficially owned by FMR include 1,848,607 shares beneficially owned by Fidelity Management & Research Company, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and a wholly-owned subsidiary of FMR; and 466,700 shares beneficially owned by Pyramis Global Advisors Trust Company, a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, and an indirect wholly-owned subsidiary of FMR. The address for FMR LLC is 82 Devonshire Street, Boston, Massachusetts, 02109.

(4)	Pursuant to a Schedule ~~13G/A~~13G filed on ~~February 14, 2007,~~January 31, 2008, consists of shares beneficially owned, as of December 31, 2007, by one or more open- or closed-end investment companies or other managed accounts that are investment management clients of investment managers that are direct and indirect subsidiaries (each, an “Investment Management Subsidiary” and, collectively, the “Investment Management Subsidiaries”) of Franklin Resources, Inc. (“FRI”), including Franklin Advisory Services, LLC. Investment management contracts grant to the Investment Management Subsidiaries all investment and/or voting power over the securities owned by such investment management clients. Charles B. Johnson and Rupert H. Johnson, Jr. each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI. FRI and the principal shareholders may be deemed to be, for purposes ofRule 13d-3 under the Securities Exchange Act of 1934, the beneficial owners of securities held by persons and entities for whom or for which OzFRI subsidiaries provide investment management services. FRI, the principal shareholders and each of the Investment Management ~~L.L.C.~~Subsidiaries disclaim any pecuniary interest in any of the Company’s securities. Franklin Advisory Services, LLC is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940. Franklin Advisory Services, LLC possesses ~~sole~~ voting authority for 2,416,400 shares and investment authority ~~on December 31, 2006. Oz Management L.L.C. is a principal investment manager to a number of investment funds and discretionary accounts. Oz Management L.L.C. disclaims beneficial ownership of such~~over all 2,475,642 shares. The address of ~~Oz Management L.L.C.~~Franklin Resources, Inc. is ~~9 West 57th Street, 39th Floor, New York, New York 10019.~~One Franklin Parkway, San Mateo, California, 94403.

(5)	Pursuant to a Schedule 13G filed on February 14, 2008, consists of shares beneficially owned, as of December 31, 2007, by Met Investors Advisory, LLC. Met Investors Advisory, LLC (“MetLife Investors”), an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, serves as investment manager of each series of Met Investors Series Trust (the “Met Trust”), an investment company registered under the Investment Company Act of 1940. In its role as investment manager of the Met Trust, MetLife Investors has contracted with certain sub-advisers to make the day-to-day investment decisions for the certain series of the Met Trust. Accordingly, MetLife Investors generally does not have investment and/or voting power over the shares reported in this schedule. MetLife Investors and Met Trust report sharing investment and voting power for all shares reported as beneficially owned. Third Avenue Small-Cap Value Portfolio, a series of the Met Trust, a registered investment company under the Investment Company Act of 1940, has the right to receive dividends from and the proceeds from the sale of 2,652,426 of the shares reported by MetLife Investors. The address for Met Investor Advisory, LLC is 5 Park Plaza, Suite 1900, Irvine, California, 92614.

(6)	Pursuant to a Schedule 13G filed on February 14, 2008, consists of shares beneficially owned, as of December 31, 2007, by NWQ Investment Management Company, LLC. NWQ Investment Management Company, LLC is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940 and has sole

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voting power with respect to 2,232,428 shares and sole dispositive power with respect to all 2,593,128 shares. This represents shares beneficially owned by clients of NWQ Investment Management Company, LLC, which may include investment companies registered under the Investment Company Act of 1940 and/or employee benefit plans, pensions, charitable funds or other institutional and high net worth clients. The address for NWQ Investment Management Company, LLC is 2049 Century Park East, 16th Floor, Los Angeles, California, 90067.


(7)	Pursuant to a Schedule 13G filed on February 14, 2008, consists of shares beneficially owned, as of December 31, 2007, by Third Avenue Management LLC. Third Avenue Management LLC is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940 and has sole voting and dispositive power for all shares beneficially owned. Third Avenue Small Cap Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 2,196,177 of the shares reported by Third Avenue Management LLC. Met InvestorsSeries Trust-Third Avenue Small Cap Portfolio, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 2,652,426 of the shares reported by Third Avenue Management LLC. Touchstone VariableSeries Trust-Touchstone Third Avenue Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 125,187 of the shares reported by Third Avenue Management LLC. Third Avenue Value Portfolio of the Third Avenue Variable Series Trust, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 272,580 of the shares reported by Third Avenue Management LLC. The address of Third Avenue Management LLC is 622 Third Avenue, 32nd Floor, New York, New York, 10017.

(8)	Consists of approximately ~~3,476~~3,771 shares held by Mr. Glatfelter ~~through~~in the Company’s 401(k) Plan and 240,000 shares held in trust as co-trustee with PNC Bank as to which Mr. Glatfelter disclaims beneficial ownership.

~~(6)~~(9)	Consists of approximately ~~643~~911 shares held by Mr. Jacunski through the Company’s 401(k) Plan.

~~(7)~~(10)	Consists of approximately ~~3,181~~570 shares held by Mr. Norton through the Company’s 401(k) Plan.

(11)	Consists of approximately 3,508 shares held by Mr. Parrini through the Company’s 401(k) Plan.

~~(8)~~	~~Consists of approximately 682 shares held by Mr. van Roden through the Company’s 401(k) Plan. Mr. van Roden retired as Executive Vice President of the Company on December 31, 2006.~~

~~(9)~~	~~Consists of approximately 1,547 shares held by Mr. Yanavitch through the Company’s 401(k) Plan.~~

~~(10)~~(12)	Consists of outstanding options to purchase ~~285,801~~313,941 shares, which were exercisable as of March ~~1, 2007~~6, 2008 or within 60 days from such date, ~~11,793~~13,216 shares held by executive officers through the Company’s 401(k) Plan, ~~59,769~~88,796 shares held directly and 240,000 shares held in trust pursuant to which ~~Mr.~~George H. Glatfelter II acts as co-trustee with PNC Bank as to which Mr. Glatfelter disclaims beneficial ownership. See Notes 68 through ~~10.~~11.

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EQUITY COMPENSATION PLAN INFORMATION

The following table provides certain information as of December 31, ~~2006~~2007 regarding the Company’s equity compensation plans.

(c)

(a)

(b)

(c)

Number of securities

(a)

remaining available for

Number of securities

(b)

future issuance under

Number of securities

future issuance under

to be issued upon

Weighted-average

equity compensation

to be issued upon

Weighted-average

equity compensation

exercise of

exercise price of

plans (excluding

exercise of

exercise price of

plans (excluding

outstanding options,

securities reflected in

outstanding options,

securities reflected in

warrants and rights

column (a))

warrants and rights

column (a))

Plan Category

(1)

(2)

(3)

(1)

(2)

(3)

Equity compensation plans approved by security holders

1,317,364

14.17

1,323,820

1,690,243

14.42

729,748

Equity compensation plans not approved by security holders

—

Total

1,317,364

14.17

1,323,820

1,690,243

14.42

729,748


(1)	Includes ~~906,210~~700,270 non-qualified stock options, ~~and 411,154~~505,173 restricted stock ~~units.~~units (RSUs) and 484,800 stock-only stock appreciation rights (SOSARs).

(2)	~~Weighted average~~Weighted-average exercise price is based on outstanding non-qualified stock option and SOSAR prices only.

(3)	Represents the securities remaining available for issuance under the 2005 Long-Term Incentive Plan.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s Directors and executive officers, and persons who own more than ten percent of a registered class of the Company’s equity securities (“10% Holders”), to file reports of holdings and transactions in the Company’s common stock with the SEC and the New York Stock Exchange (the “NYSE”). Based on the Company’s records and other information, the Company believes that, in ~~2006,~~2007, its Directors, executive officers and 10% Holders ~~(of which there are none)~~ filed all required reports of holdings and transactions in the Company’s common stock with the SEC and the NYSE. ~~However, a Form 4 reporting~~Filings for certain RSUs granted on March 7, 2007, were late because they were not made until March 14, 2007 for the ~~vesting on April 7, 2006 of 1,900 shares of restricted stock held by Mr. van Roden, an executive officer of the Company, was not completed until May 12, 2006.~~following individuals, Timothy R. Hess-1,875 units; John P. Jacunski-2,188 units; Dante Parrini-2,500 units; Mark Sullivan-1,875 units and William T. Yanavitch II-1,563 units.

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PROPOSAL 1: ELECTION OF DIRECTORS

At the Annual Meeting, the Company’s shareholders will vote to fill ~~three~~two Director positions, each with three-year terms expiring on the date of the Company’s ~~2010~~2011 Annual Meeting of Shareholders and until their respective successors are elected and qualified. The Board proposes that ~~Kathleen A. Dahlberg, Richard C. Ill~~Nicholas DeBenedictis and ~~Lee C. Stewart,~~J. Robert Hall, who are currently serving as Directors of the Company, be re-elected as Directors for terms expiring in ~~2010.~~2011. The nominees have consented to serve if elected to the Board.

If a nominee is unable to serve as a Director at the time of the Meeting, an event that the Board does not anticipate, the persons named in the accompanying proxy card will vote for such substitute nominee as may be designated by the Board, unless the Board reduces the number of Directors accordingly.

Board of Directors

The following table sets forth information as to the nominees and the other persons who are to continue as Directors of the Company after the Annual Meeting. The ~~offices~~officers referred to in the table are ~~offices~~officers of the Company unless otherwise indicated.


Name,			Year
Principal Occupation and			First
Businesses			Elected
and Current Directorships	Age		Director


PROPOSAL 1: NOMINEES TO BE ELECTED FOR TERMS EXPIRING IN 2011

Nicholas DeBenedictis Mr. DeBenedictis has been the Chairman, Chief Executive Officer and Director of Aqua America, Inc. a publicly-traded water company, since May 1993. Mr. DeBenedictis also serves as a Director of Met-Pro Corporation and Exelon Corporation.		62		1995

J. Robert Hall Mr. Hall has been the Chief Executive Officer of Ardale Enterprises LLC, a private company specializing in acquisition related activities in the food industry, since 1998. From September 2007 to November 2007 he also served as Chief Executive Officer of Castro Cheese Company Inc.		55		2002

The Board believes that the election of each of the above nominees is in the best interests of the Company and its shareholders and recommends a vote FOR the proposal.

Directors continuing for terms expiring in 2009
George H. Glatfelter II Mr. Glatfelter’s positions with Glatfelter have been Chairman since April 2000; Chief Executive Officer since June 1998; President from June 1998 to February 2001. Mr. Glatfelter also serves as a Director of Met-Pro Corporation.		56		1992

Ronald J. Naples Mr. Naples has been the Chief Executive Officer and Director since October 1995 and Chairman, since 1997, of Quaker Chemical Corporation, a public, specialty chemical company serving the metalworking and manufacturing industries worldwide. He also serves as a Director of Glenmede Trust Company and is past Chairman of the Federal Reserve Bank of Philadelphia.		62		2000


Name,			Year
Principal Occupation and			First
Businesses			Elected
and Current Directorships	Age		Director



Richard L. Smoot Mr. Smoot has been retired since September 2002. Mr. Smoot was the Regional Chairman, PNC Bank, National Association, Philadelphia/South Jersey markets from December 2000 to September 2002. Mr. Smoot also serves as a Director of Aqua America Corporation.		67		1994

Directors continuing for terms expiring in 2010
Kathleen A. Dahlberg Ms. Dahlberg has been the Chief Executive Officer of 2Unify LLC, a communications company, since 2006. Ms. Dahlberg has been the Founder, President and Chief Executive Officer of Open Vision Partners (a private consortium of professionals bringing new technologies and businesses to market) and a business consultant on the application of new technologies for business improvement and process change since September 2001. Ms. Dahlberg was also the Vice President of Worldwide Restaurant Solutions at McDonald’s Corporation from 2002 to 2004.		55		2001

Richard C. Ill Mr. Ill has been the President, Chief Executive Officer and Director of Triumph Group, Inc., a public, international aviation services company since 1993. Mr. Ill is also a Director of Airgas, Inc.		64		2004

Lee C. Stewart Mr. Stewart has been associated with Daniel Stewart & Company, a private investment and equity bank located in London, England, since May 2001. Mr. Stewart is also a Director of AEP Industries, Inc., a Director of Marsulex, Inc. and a Director of ITC Holdings Corp.		59		2002

Name,
Year

Principal Occupation and
First

Businesses During Last Five
Elected

Years and Current Directorships Age Director

Nominees to be elected for terms expiring in 2010
Kathleen A. Dahlberg

Ms. Dahlberg has been the Chief Executive Officer of 2Unify LLC, a communications company, since 2006. Ms. Dahlberg has also been the Founder, President and Chief Executive Officer of Open Vision Partners (a private consortium of professionals bringing new technologies and businesses to market) and a business consultant on the application of new technologies for business improvement and process change since September 2001. Ms. Dahlberg was also the Vice President of Worldwide Restaurant Solutions at McDonald’s Corporation from 2002 to 2004.
54 2001

Richard C. Ill

Mr. Ill has been the President, Chief Executive Officer and Director of Triumph Group, Inc., a public, international aviation services company since 1993. Mr. Ill is also a Director of Airgas, Inc.
63 2004

Lee C. Stewart

Mr. Stewart has been associated with Daniel Stewart & Company, a private investment and equity bank located in London, England, since May 2001. Mr. Stewart is also a Director of AEP Industries, Inc., Marsulex, Inc. and ITC Holdings Corp.
57 2002

Directors continuing for terms expiring in 2008
Nicholas DeBenedictis

Mr. DeBenedictis has been the Chairman, Chief Executive Officer and Director of Aqua America Corporation, a publicly-traded water company, since May 1993. Mr. DeBenedictis also serves as a Director of Met-Pro Corporation and Exelon Corporation.
61 1995

J. Robert Hall

Mr. Hall has been the Chief Executive Officer of Ardale Enterprises LLC, a private company specializing in acquisition related activities in the food industry, since 1998.
54 2002

Directors continuing for terms expiring in 2009
George H. Glatfelter II

Mr. Glatfelter’s positions with Glatfelter have been Chairman since April 2000; Chief Executive Officer since June 1998; and President from June 1998 to February 2001. Mr. Glatfelter also serves as a Director of Met-Pro Corporation.
55 1992

Ronald J. Naples

Mr. Naples has been the Chief Executive Officer and Director since October, 1995, and Chairman, since 1997, of Quaker Chemical Corporation, a publicly-traded, specialty chemical company serving the metalworking and manufacturing industries worldwide. Mr. Naples is a former Chairman of the Federal Reserve Bank of Philadelphia.
61 2000

Richard L. Smoot

Mr. Smoot has been retired since September 2002. Mr. Smoot was the Regional Chairman, PNC Bank, National Association, Philadelphia/South Jersey markets from December 2000 to September 2002. Mr. Smoot also serves as a Director of Aqua America Corporation.
66 1994

~~-6-~~-7-

PROPOSAL 2: AMENDMENT TO BY-LAWS

The Company’s Board of Directors, after careful consideration and upon recommendation by our Nominating and Corporate Governance Committee has adopted, and recommends shareholder approval of, a proposal to amend Section 2.1 of the Company’sBy-Laws to phase out the Company’s classified Board structure.

Section 2.1 of the Company’sBy-Laws divides the Board of Directors into three classes serving staggered three-year terms. One class, consisting of approximately one-third of the total membership of the Board, stands for election at each annual meeting of shareholders. The proposed amendments to this section will phase out the provisions classifying the Board into three classes and phase in a Board where all members are elected on an annual basis.

To ensure a smooth transition to the new system, and to reflect the three-year terms to which current Directors were elected, the amendments will not shorten the term of any Director elected before the Company’s 2009 annual meeting of shareholders. The new procedures will apply to all Directors elected at the 2009 annual meeting of shareholders and thereafter. This means that the Directors who were elected at the 2006 annual meeting for three-year terms expiring in 2009, or their successors, will stand for election at the 2009 annual meeting for one-year terms, the Directors who were elected at the 2007 annual meeting for three-year terms expiring in 2010, or their successors, will stand for election at the 2010 annual meeting for one-year terms and the Directors who are elected at the 2008 annual meeting for three-year terms expiring in 2011, or their successors, will stand for election at the 2011 annual meeting for one-year terms. At the 2011 annual meeting and thereafter, all Directors will be subject to annual election.

If Proposal 2 is approved, Section 2.1 of the Company’sBy-Laws could thereafter be amended in the same manner as any other section of the Company’sBy-Laws, which is as follows: the Company’sBy-Laws may be amended or repealed and newBy-Laws may be adopted by the action of the Directors or by action of the Company’s shareholders, provided, however, that newBy-Laws may not be adopted and the currentBy-Laws may not be amended or repealed in any way that limits indemnification rights, increases the liability of Directors or changes the manner or vote required for any such adoption, amendment or repeal, except by action of the shareholders.

The resolution to be presented for shareholder approval regarding the amendment to the Company’sBy-Laws pursuant to Proposal 2 is attached as Appendix A to this proxy statement.

The Board believes that the amendment to Section 2.1 of the Company’sBy-Laws to phase out the Company’s classified Board structure is in the best interests of the Company and its shareholders and recommends a vote FOR the proposal.

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP

The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year 2008, subject to ratification by the Company’s shareholders. Deloitte audited the Company’s consolidated financial statements for the fiscal year ended December 31, 2007.

A Deloitte representative is expected to attend the Annual Meeting, will be given the opportunity to make a statement if he or she chooses to do so, and will be available to respond to appropriate shareholder questions.

Why is the appointment of Deloitte being submitted for shareholder ratification?

On March 5, 2008, the Company’s Board of Directors amended the Company’s Governance Principles to include a requirement that the Audit Committee’s appointment of the Company’s independent registered public accounting firm shall be submitted to the Company’s shareholders for ratification each year. If the shareholders fail to ratify the Audit Committee’s selection, the Audit Committee will reconsider its selection of the independent auditors at such time and in such manner as the Audit Committee may determine in its sole discretion.

What did the Company pay its auditors in 2007 and 2006?

For the years ended December 31, 2007 and 2006, the aggregate fees billed to the Company by Deloitte were as follows:


	2007		2006


Audit Fees(1)	$	2,031,365	$	2,096,532
Audit-Related Fees(2)		—		15,000
Tax Fees(3)		247,950		314,995

Total Fees	$	2,279,315	$	2,426,527

All services rendered for the Company by Deloitte in 2007 were permissible under applicable laws and regulations, and were pre-approved by the Audit Committee. The Audit Committee’s Audit and Non-Audit Services Pre-Approval Policy provides for the pre-approval of audit and non-audit services performed by our independent registered public accounting firm. Under the policy, the Audit Committee may pre-approve specific services, including fee levels, by the independent registered public accounting firm in a designated category (audit, audit-related, tax services and all other services). The Audit Committee may delegate, in writing, this authority to one or more of its members, provided that the member or members to whom

-8-

such authority is delegated must report their decisions to the Audit Committee at its next scheduled meeting.


(1)	Audit Fees — For professional services performed by Deloitte for the audit of the Company’s annual consolidated financial statements, review of consolidated financial statements included in the Company’s Quarterly Reports onForm 10-Q, Sarbanes-Oxley Section 404 attestation services, due diligence services and services that are normally provided in connection with statutory and regulatory filings or engagements.

(2)	Audit-Related Fees — For assurance and related services performed by Deloitte that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under footnote No. 1 above.

(3)	Tax Fees — For professional services performed by Deloitte with respect to tax compliance, tax advice and tax planning. This includes tax planning, tax consultations and tax audit assistance.

The Board unanimously recommends a vote FOR the ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year 2008.

-9-

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

The Board of Directors and management of the Company are dedicated to ~~good~~effective corporate governance. The Board has adopted Governance Principles to provide a framework for governance of the Company. These Governance Principles are set forth in full on the Company’s website at www.glatfelter.com/~~e/govprinciples.htm~~about_us/corporate_governance/principles.aspx and available in print upon request directed to the Corporate ~~Secretary,~~Secretary’s Office, 96 South George Street, Suite 500, York, PA17401-1434.

What is the composition of the Board?

The Board currently consists of eight members. In the Company’s Governance Principles, the Board has adopted the NYSE standards for determining the independence of Directors, which requires that a Director does not have a material relationship with the Company.

The Board has determined the following Directors to be independent and not to have any material relationship with the Company: Ms. Dahlberg and Messrs. DeBenedictis, Hall, Ill, Naples, Smoot and Stewart. The Board determined that Mr. Glatfelter II has a material relationship with the Company because he is the Chairman and Chief Executive ~~Officer.~~Officer of the Company. Thus, Mr. Glatfelter is deemed not to be an independent Director by NYSE standards and the Company’s Governance Principles.

What committees has the Board established?

The Company’s Board of Directors has four standing committees: the Audit Committee, the Compensation Committee, the Finance Committee, and the Nominating and Corporate Governance Committee. The Board appoints the members of all of these standing committees and their Chairpersons at its organizational meeting following the Company’s Annual Meeting.

The Board has adopted a written charter for each of its standing committees, all of which are posted on the Company’s website at ~~www.Glatfelter.com/e/govcommittees.htm,~~www.glatfelter.com/about_us/corporate_governance/committees.aspx, and available in print upon request directed to the Corporate ~~Secretary,~~Secretary’s Office, 96 South George Street, Suite 500, York, PA17401-1434.

Audit Committee. The Audit Committee currently consists of four Directors: Messrs. Hall (Chair), DeBenedictis, Ill and Naples. In the opinion of the Board, all four Audit Committee members meet the Director independence requirements set forth in the listing standards of the NYSE and the applicable rules and regulations of the SEC in effect on the date this proxy statement is first mailed to shareholders. The Board has determined that, based on their experience, Messrs. DeBenedictis, Hall, Ill and Naples are audit committee financial experts, as that term is defined in the applicable SEC ~~regulations.~~regulations, and that all members of the Audit Committee are financially literate within the meaning of the NYSE listing standards. The Audit Committee held ~~10 (ten)~~7 meetings during ~~2006.~~2007.

In accordance with its Board-approved Charter, the Audit Committee:


	•	is directly responsible for the appointment, replacement, if necessary, oversight, and evaluation of the Company’s independent auditors, which report directly to ~~it;~~it, which appointment is submitted to the Company’s shareholders for ratification at the Annual Meeting each year;

	•	has the sole responsibility for pre-approving all audit and non-audit services provided by the Company’s independent auditors and fees related thereto pursuant to its Pre-Approval policy;

	•	reviews the Company’s audited consolidated financial statements contained in its annual reports onForm 10-K, and the financial information contained in its quarterly reports onForm 10-Q, and management’s discussion and analysis of financial conditions and results of operations contained in the periodic reports and discusses them with management and the independent ~~auditors~~registered public accounting firm prior to filing with the SEC;

	•	reviews with management and the independent auditors the Company’s earnings press releases prior to their release to the public;

	•	discusses any significant changes to the Company’s accounting policies;

	•	reviews the Company’s disclosure controls and procedures and internal controls over financial reporting;

	•	provides guidance and oversight to the internal audit activities of the Company, including reviewing the organization, plans and results of such activities, and providing the internal auditor full access to the Committee (and the Board) to report on any and all appropriate matters;

	•	monitors compliance with legal prohibitions on loans to Directors and executive officers of the Company;

	•	establishes clear hiring policies for employees or former employees of the independent ~~auditors;~~

	•	~~considers the impact of developments that may create significant financial exposure for the Company and reviews policies and guidelines with respect to risk management;~~

	•	~~discusses with the Compliance Officer and senior management the status of pending litigation, taxation matters and other legal and compliance matters as may be appropriate; and~~registered public accounting firm;

	•	provides guidance to and oversight of the compliance program of the Company, including the establishment and maintenance of procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or

~~-7-~~-10-


		~~accounting, internal accounting controls or~~ auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters, in addition to other compliance ~~matters.~~matters; and


	•	participates in the annual performance evaluation of the Manager of Internal Audit.

The Audit Committee has the authority to retain special legal, accounting, or other experts as it deems necessary to carry out its duties, and the Company makes funds available to the Committee for such retention. ~~The Audit Committee routinely holds executive sessions without management.~~

Compensation Committee. The Compensation Committee currently consists of ~~four~~five Directors: Ms. Dahlberg (Chair), and Messrs. DeBenedictis, Naples, Smoot and ~~Smoot.~~Stewart. In the opinion of the Board, all ~~four~~five Compensation Committee members meet the Director independence requirements set forth in the NYSE listing standards in effect on the date this proxy statement is first mailed to shareholders. The Compensation Committee held ~~8 (eight)~~9 meetings during ~~2006.~~2007.

In accordance with its Board-approved charter, the Compensation Committee is responsible for discharging the Board’s duties related to compensation of the Company’s executives and also reviews, recommends for approval by the Board and oversees the Company’s management incentive and equity-based incentive compensation plans, defined benefit and contribution plans, and other welfare benefit plans. In addition to, or in furtherance of, the Compensation Committee’s functions described above, the Compensation Committee:


	•	recommends to the Board an executive compensation policy that is designed to support overall business strategies and objectives, attract and retain key executives, link compensation with business objectives and organizational performance, align executives’ interests with those of the Company’s shareholders and provide reasonable and competitive compensation opportunities;

	•	reviews and approves periodically a general compensation policy and salary structure for executives and other key employees of the Company and its subsidiaries, which considers business and financial objectives, industry and labor market best practices and such other information as it may deem appropriate;

	•	annually reviews and recommends to the independent members of the Board corporate goals and objectives relevant to the compensation of the Chief Executive Officer (the “CEO”), and manages and executes the evaluation process conducted by the independent members of the Board of the CEO in light of these goals and objectives;

	•	reviews and recommends to the independent members of the Board the CEO’s compensation, including salary, bonus, and other incentive and equity-based compensation, based on the evaluation of the CEO’s performance;

	•	reviews and approves annually, with the CEO’s involvement, the salaries and equity-based grants, as well as discretionary cash awards, for the Company’s non-CEO executives;

	•	establishes individual target award levels for ~~bonuses, profit sharing and~~ incentive compensation payments to the Company’s non-CEO executives, in relation to Board-established financial target(s) or other performance measures for such incentive compensation, recommends to the Board whether such financial target(s) or other performance measures have been achieved, and approves the payment of ~~bonuses, profit sharing and~~ incentive compensation upon Board determination that such targets or measures have been met;

	•	reviews the Compensation Discussion & Analysis and recommends to the Board that the Compensation Discussion & Analysis be included in the proxy statement; ~~and~~

	•	reviews and recommends to the Board any modifications of the non-employee Directors’ compensation ~~program.~~program; and

	•	reviews and approves the annual profit sharing plans.

The Compensation Committee has the authority to engage independent compensation consultants, legal counsel or advisors, as it may deem appropriate in its sole discretion, and to approve related fees and retention terms of such consultants, counsel, or advisors, and routinely holds executive sessions without management.

The Chair of the Compensation Committee is responsible for leadership of the Committee and sets meeting agendas. The Committee may form subcommittees and delegate authority to them, as it deems appropriate. The meetings of the Compensation Committee are regularly attended by the CEO and the Committee’s independent compensation consultant, but the Committee usually meets in executive session at each meeting.

The CEO gives performance assessments and compensation recommendations for each executive officer of the Company (other than himself). The Compensation Committee considers the CEO’s recommendations with the assistance of a compensation consultant and approves the compensation of the executive officers (other than the CEO) based on such deliberations. In the case of the CEO, the Committee develops its own recommendation in executive session without the CEO, or any other member of management, present and then provides this

-11-

NON-EMPLOYEE DIRECTOR ~~SUMMARY~~ COMPENSATION TABLE


2007											2007
	Fees Earned											Fees Earned
	or Paid						All Other					or Paid						All Other
	in Cash		Stock Awards		Option Awards		Compensation		Total			in Cash		Stock Awards		Option Awards		Compensation		Total
Name	($) (1)		($) (2)		($) (3)		($) (4)		($)			($) (1)		($) (2)		($) (3)		($) (4)		($)


Kathleen A. Dahlberg		32,676		25,363		0		624		58,663			49,669		40,959		0		1,158		91,788
Nicholas DeBenedictis		36,176		25,363		0		624		62,163			49,169		40,959		0		1,158		91,288
J. Robert Hall		39,676		25,363		0		624		65,663			50,169		40,959		0		1,158		92,288
Richard C. Ill		27,176		25,363		0		624		53,163			30,169		40,959		0		1,158		72,288
Ronald J. Naples		27,676		25,363		0		624		53,663			39,669		40,959		0		1,158		81,788
Richard L. Smoot		31,676		25,363		0		624		57,663			42,169		40,959		0		1,158		84,288
Lee C. Stewart		27,676		25,363		0		624		53,663			38,669		40,959		0		1,158		80,788


(1)	The amounts include the cash portion of annual ~~retainers~~retainer fees ~~paid in cash~~ as well as ~~meetings~~meeting fees and chairmanship ~~fees paid in cash.~~fees.

(2)	The amounts listed above reflect the dollar value recognized, in accordance with FAS 123R for financial statement reporting purposes during ~~2006~~2007, for all existing awards of restricted stock units. ~~Assumptions~~The method used in the calculation of these amounts ~~are~~is included in footnote 11 to the Company’s audited financial statements included in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, ~~2006.~~2007. In ~~2006,~~2007, each non-employee Director received ~~1,010~~1,561 shares of the Company’s common stock, which was issued to pay 2/3 of the annual retainer ~~in stock~~ and had aan aggregate grant date fair value of ~~$16,338,~~$23,331, and ~~814~~2,153 restricted stock units (“RSUs”) with a grant date fair value of ~~$15,360.~~$29,991. At December 31, ~~2006,~~2007, the aggregate number of outstanding RSUs held by each non-employee Director was: Ms. Dahlberg — ~~2,140;~~4,300; Mr. DeBenedictis — ~~2,140;~~4,300; Mr. Hall — ~~2,140;~~4,300; Mr. Ill — ~~2,140;~~4,300; Mr. Naples — ~~2,140;~~4,300; Mr. Smoot — ~~2,140~~4,300 and Mr. Stewart — ~~2,140.~~4,300.

(3)	At December 31, ~~2006,~~2007, the aggregate number of outstanding stock options held by each non-employee Director was: Ms. Dahlberg — 7,500; Mr. DeBenedictis — 4,000; Mr. Hall — 7,500; Mr. Ill — 2,500; Mr. Naples — 9,000; Mr. Smoot — 4,000 and Mr. Stewart — 7,500.

(4)	Represents dividend equivalents paid to the non-employee Directors during ~~2006.~~2007. The Directors earn dividend equivalents on their outstanding RSUs.

~~-11-~~-15-

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION & ANALYSIS

Overview of Compensation Program Objectives and Design

The Company’s compensation program for the Named Executive Officers (“NEOs”) is designed to attract, retain, and motivate highly qualified executives. In order to accomplish these objectives, the program consists of several forms of compensation, including base salary, annual incentives, long-term incentives, limited perquisites, and benefits. The Company believes that structuring total compensation opportunities that are competitive and that target the 50th percentile of market levels will allow these objectives to be attained. A significant portion of each NEO’s compensation opportunity consists of annual and long-term variable compensation that is contingent on the achievement of specific Company ~~business and strategic~~financial goals, reflects individual performance, and is designed to align the NEOs’ interests with those of the Company’s shareholders. Variable compensation opportunity ~~varies~~differs among the NEOs and generally increases with increased responsibility within the Company. In addition, the mix of annual and long-term incentive compensation ~~also~~ varies ~~with~~among the NEOs in that the relative weighting of long-term incentive compensation ~~being~~is greater for greater levels of responsibility. The Company’s annual compensation is cash-based, while long-term compensation ~~consists~~is intended to consist of both cash and equity-based ~~awards.~~awards (for fiscal year 2007, however, long-term incentive awards were entirely equity-based, as discussed below). The Company does not have specific allocation goals between ~~cash-and~~cash and equity-based compensation or between annual and long-term incentive compensation; instead, the Company relies on the process described below in its determination of compensation levels for each NEO.

In order to determine competitive market levels, the Compensation Committee ~~annually~~ reviews total compensation levels for similarly situated executives of a group of peer companies and with reference to certain broader-based market data, compiled by Compensation Strategies, Inc., the Committee’s independent compensation consultant. This review is performed annually with respect to the CEO and CFO positions and every other year with respect to other executives. However, if market compensation levels with respect to the CEO or CFO are found to have changed substantially in the off-years, a full review of all positions is conducted. A review of CEO and CFO compensation only was conducted for fiscal year 2007. Consistent with standard practices, statistical analysis is used to adjust all market compensation data to reflect the current annual revenues of the Company given the variation in size of the companies from which compensation data is collected. Each element of compensation as well as total compensation are quantified and reviewed to determine the Company’s competitiveness compared to the market. In determining appropriate individual compensation levels for the NEOs, the Committee considers this competitive market compensation data, including information ranging from the 25th to the 75th percentiles, as well as the individual’s tenure, experience, and particular set of skills ~~and~~as well as individual and Company performance. Compensation levels for all NEOs, except the CEO, are approved by the Committee based on the recommendation of the CEO. In the case of the CEO, the Committee develops its own recommendation in executive session without the CEO, or any other member of management, present and then provides this recommendation to the independent members of the Board for approval in executive session. All subsequent references to action by the Compensation Committee ~~assumes~~assume without further reference that the independent members of the Board act with respect to CEO compensation in accordance with the recommendation of the Committee.

The group of peer companies used in the review of total compensation levels consists of publicly traded companies with annual revenues ranging from approximately $250 million to $6$6.5 billion that compete against the Company’s products, are from the broader paper and packaging industries, or compete for the same executive talent, including other companies headquartered in south central Pennsylvania. The group was developed by the Committee’s compensation consultant and approved by the Committee. The Committee reviews themake-up of the group on an annual basis with the assistance of ~~the~~its compensation consultant. Since the Company competes for executive talent with a broad range of companies and industries, the companies in this group are not necessarily the same as those appearing in the peer group that is included in the Company’s performance graph in the Company’s ~~annual report~~Annual Report to shareholders. Each company included in the group, and whether it also appears in the performance graph, is shown below:


		Performance
		Graph
Compensation Peer Group		Peer Group


AVERY DENNISON ~~CORPORATION~~CORP		No
BOWATER ~~INCORPORATED~~INC (1)		Yes
BUCKEYE TECHNOLOGIES ~~INC.~~INC		No
CALGON CARBON ~~CORPORATION~~CORP		No
CARAUSTAR INDUSTRIES ~~INC.~~INC		No
CHESAPEAKE ~~CORPORATION~~CORP		~~Yes~~No
CSS INDUSTRIES ~~INC.~~INC		No
CULP ~~INC.~~INC		No
DENTSPLY ~~INTERNATIONAL INC.~~INTL INC		No
DIXIE GROUP ~~INC.~~INC		No
GREIF ~~INC.~~INC		No
HARSCO ~~CORPORATION~~CORP		No
LYDALL ~~INC.~~INC		No
MEADWESTVACO ~~CORPORATION~~		~~Yes~~
~~NASHUA CORPORATION~~CORP		No
~~PACKAGING CORPORATION OF AMERICA~~NASHUA CORP		No
~~PACKAGING DYNAMICS CORPORATION~~		No
~~PIONEER COMPANIES, INC.~~		No
~~POPE & TALBOT, INC.~~		~~Yes~~
~~POTLATCH CORPORATION~~		~~Yes~~
~~RAYONIER INC.~~		No
~~ROCK-TENN COMPANY~~		No
~~SCHWEITZER-MAUDUIT INTERNATIONAL, INC.~~		~~Yes~~

~~-12-~~-16-

compensation consultant regarding market practices, payments for achievement of the threshold performance level would result in payments equal to ~~40%~~50% of the target opportunities, or ~~16%~~22.5% to ~~28%~~37.5% of base salary, and achievement of the maximum performance level would result in payments equal to 200% of the target opportunities, or ~~80%~~90% to ~~140%~~150% of base salary. In addition, all payments to the NEOs under the MIP are based entirely on Operating Net Income performance of the Company; no portion of the MIP payment is based on individual performance of each NEO. However, the Committee has the authority to reduce payments under the MIP based on the Committee’s assessment of individual performance during the year, with

~~-13-~~

delivered under the ~~new, increased size of the Company, the~~cash LTIP award. The value of the NEO’s long-term incentive compensation awards for 2007 ~~is expected to be~~was approximately equivalent to the 50th percentile of the market. In addition, on March 7, 2007, the Committee granted discretionary awards in the form of RSUs under the Company’s 2005 Long-Term Incentive Plan for 2006 performance to three of the NEOs ranging from 2,188 to 3,750. These awards were in addition to the Company’s long-term incentive program (as described above), vest ratably, with one-third of the units vesting on the first, second, and third anniversaries of the date of grant, and are intended to provide additional retention as well as to provide additional incentives to maximize shareholder value.

For 2008, grants ranging from 2,170 to 9,100 RSUs and from 15,390 to 64,500 SOSARs were made to the NEOs on March 5, 2008, with terms consistent to those described above. The 2008 cash LTIP will provide cash payments following the close of a three-year period ending with fiscal year 2010 if certain pre-set Operating Net Income and Return on Capital Employed goals are reached. The Operating Net Income portion of the cash LTIP represents 40% of the total award, while the remaining 60% is dependent on Return on Capital Employed performance. The target performance goals are consistent with the Company’s long-term strategic objectives and are intended to represent realistic, yet aggressive, performance levels. Target opportunities for the NEOs range from $76,230 to $319,000. Payment amounts for achievement of the threshold performance levels will equal 50% of the target opportunities, and achievement of the maximum performance levels would result in payments equal to 150% of the target opportunities. The value of the NEO’s long-term incentive compensation awards for 2008 is also approximately equivalent to the 50th percentile of the market.

It has been the Company’s practice to make grants under the long-term incentive program at the Committee and Board meetings that occur in March of each year. With respect to recently hired individuals, grants are made at the next Committeeand/or Board meeting following hire.

Share Ownership Guidelines

The Company has established share ownership guidelines for its NEOs and certain other executives in order to further enhance alignment with shareholders. The share ownership guidelines require the CEO to own shares of Company stock with a market value between three and four times the CEO’s base salary. The other NEOs are required to own shares with a market value between one and three times their base salaries, depending on their position. The guidelines give executives up to five years to reach their respective level of share ownership. Shares owned directly by the executive, unvested RSUs, shares held in a Section 401(k) or deferred compensation account, and 50% of any appreciation on unexercised vested options are counted toward meeting the guidelines.

Other Benefits

The Company has entered into ~~Change in Control~~Change-in-Control Employment Agreements with each of the NEOs, as well as certain other executives of the Company, the terms of which are discussed on pages 2233 through 2836 of this proxy statement. The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of these executives despite the possibility, threat, or occurrence of a change in control of the Company. These agreements are intended to diminish the inevitable distraction of the executive due to the uncertainties and risks created by a threatened or pending change in control and to provide the executive with compensation arrangements upon a change in control that provide the executive with financial security and which are competitive with those of other comparably situated companies.

In order to allow recipients to participate in a change in control along with shareholders, upon a change in control of the Company (as defined in the agreements), all outstanding RSUs that have been held for at least 6 months will become immediately and unconditionally vested, and the restrictions with respect to such RSUs shall lapse. All outstanding stock options and SOSARs will become immediately exercisable upon a change in control of the Company (as defined in the agreements).

The Company has a Supplemental Executive Retirement Plan ~~(“SERP”)~~(SERP) consisting of two benefits for ~~the~~certain NEOs and certain other executives who have been selected by the Compensation Committee for participation. The first benefit, known as the “Restoration Pension,” provides an additional pension benefit based on the participant’s pension benefit earned under the terms of the Pension Plan, which is intended to restore that portion of the Pension Plan’s benefit that cannot be paid from that Plan due to legal limitations on the compensation and total benefits payable thereunder. Participants may receive the Restoration Pension in a single sum or in any form permitted under the Pension Plan, as elected by the participant at the time he or she first becomes a participant. The second benefit, known as the “FAC Pension,” pays a monthly pension benefit equal to a designated percentage of the participant’s final average compensation (as defined below), offset by the actuarially equivalent value of the participant’s benefits under the Pension Plan and certain Company-sponsored nonqualified defined benefit pension arrangements, including (if applicable) the Restoration Pension. The designated percentage is 2% multiplied by the participant’s years of credited service under the Pension Plan, but not in excess of 55%. The FAC Pension is payable following the participant’s retirement at or after age 62 in the form of a joint and 75% survivor annuity with the participant’s

-19-

spouse or, if so requested by the participant and approved by the Company’s Compensation Committee, as a single sum. The FAC Pension can also be paid on an early retirement basis as

~~-15-~~

SUMMARY COMPENSATION TABLE

The following table sets forth certain information concerning compensation of the Chief Executive Officer of the Company, the Chief Financial Officer of the Company and the Company’s three most highly compensated executive officers in ~~2006~~2007 other than the Chief Executive Officer and the Chief Financial Officer.

Change in

Pension Value

and Non

Non-Equity
Qualified

Incentive Plan
Deferred
All Other

Name and Principal
Salary
Bonus
Stock Awards
Compensation
Compensation
Compensation
Total

Position Year ($) ($) (1) ($) (2) ($) (3) Earnings ($)(4) ($) (5) ($)

George H. Glatfelter II
2006 541,183 137,619 315,986 630,000 3,592 31,124 1,659,504
Chairman & Chief Executive Officer

John P. Jacunski
2006 241,801 39,641 66,586 130,000 12,000 8,249 498,277
Senior Vice President & Chief Financial Officer

Dante C. Parrini
2006 349,320 69,441 134,848 330,000 32,000 22,740 938,349
Executive Vice President & Chief Operating Officer

John C. van Roden (6)
2006 310,928 56,058 27,559 210,000 96,000 27,340 727,885
Executive Vice President

William T. Yanavitch II
2006 213,850 30,845 60,966 130,000 16,000 9,252 460,913
Vice President Human Resources & Administration


														Change in
														Pension Value
														and Non
												Non-Equity		Qualified
								Stock		Option		Incentive Plan		Deferred		All Other
Name and Principal			Salary			Bonus		Awards		Awards		Compensation		Compensation		Compensation
Position	Year		($)			($) (1)		($) (2)		($) (3)		($) (4)		Earning ($) (5)		($) (6)		Total ($)


George H. Glatfelter II		2007		579,085			0		333,981		137,284		295,148		648,915		40,368		2,034,781
Chairman & Chief Executive		2006		541,183			137,619		293,709		0		630,000		3,592		31,124		1,637,227
Officer

John P. Jacunski		2007		291,509			0		86,102		57,421		108,884		7,000		12,140		563,056
Senior Vice President & Chief		2006		241,801			39,641		60,099		0		130,000		12,000		8,249		491,790
Financial Officer

Dante C. Parrini		2007		409,164			0		163,729		98,557		182,461		99,000		27,842		980,753
Executive Vice President &		2006		349,320			69,441		123,240		0		330,000		32,000		22,740		926,741
Chief Operating Officer

Jeffrey J. Norton		2007		239,850			0		47,727		39,522		72,342		15,000		8,127		422,568
Vice President, General		2006		233,250			33,695		30,912		0		80,000		N/A		5,591		383,448
Counsel & Secretary

Martin Rapp (7)		2007		340,373			0		30,091		33,121		108,512		191,000		18,217		721,314
Vice President & General		2006		135,942	(8)		201,645		14,316		0		N/A		N/A		1,141		353,044
Manager Composite Fibers Business Unit


(1)	The ~~amounts reflect~~amount reflects a discretionary bonus ~~awards~~award granted for 2006 performance. ~~See discussion in~~Mr. Rapp’s bonus amount for 2006 includes $54,828 as a sign-on bonus and a bonus for 2006, the ~~Compensation Discussion & Analysis on page 14~~amount of ~~this proxy statement.~~which was guaranteed pursuant to the terms of Mr. Rapp’s employment agreement.

(2)	The amounts reflect the dollar value recognized, in accordance with FAS 123R, for financial statement reporting purposes during 2007 and 2006 for all existing awards of ~~restricted stock units. Assumptions~~RSUs. The method used in the calculation of these amounts ~~are~~is included in footnote 11 to the Company’s audited financial statements included in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, ~~2006.~~2007. RSUs earn dividend equivalents, with payment made on the payment date for dividends declared on the Company’s common stock.

(3)	The amounts reflect the dollar value recognized, in accordance with FAS 123R, for financial statement reporting purposes during 2007 for all outstanding SOSAR awards. As described under Grant of Plan-Based Awards below, two SOSAR grants were made during 2007 (March and December). Assumptions used in the calculation of these FAS 123R amounts are as follows:


	March		December


Dividend Yield		2.26%		2.44%
Risk-free Rate of Return		4.5%		4.06%
Volatility		32.80%		31.01%
Term		6 years		6 years


(4)	The 2007 amounts reflect cash payments under the Company’s 2005 Management Incentive Plan (the “MIP”). See discussion of the MIP in the Compensation Discussion and Analysis on pages 17 through 18 of this proxy statement. The 2006 amounts reflect cash payouts triggered by the vesting of performance-based awards granted as part of the ~~long term~~long-term incentive plan (the “2004 LTIP”) established in April 2004 under the Company’s 1992 Key Employee Long Term Incentive Plan. ~~The 2004 LTIP is discussed in further detail in the Compensation Discussion & Analysis on pages 14 through 15 of this proxy statement.~~

~~(4)~~(5)	~~The~~For each of the named executive officers other than Mr. Glatfelter, the amounts ~~for Messrs. Jacunski, Parrini, van Roden and Yanavitch~~ reflect the actuarial increase in the present value of ~~each~~such named executive officer’s benefits under all pension plans established by the Company determined using interest and mortality rate assumptions consistent with those used in the Company’s financial statements and includes amounts which the named executive officers may not be currently entitled to receive because such amounts are not vested. ~~The Glatfelter Supplemental Executive Retirement Plan limits credited service to 27~~1/2 ~~years. Since~~For Mr. Glatfelter, ~~has already reached~~the 2007 amount represents a $645,000 actuarial increase in the present value of his benefits under

-21-

all pension plans established by the Company and $3,915 of above-market interest earned on deferred compensation. The entire 2006 amount for Mr. Glatfelter represents above-market interest earned on deferred compensation. See Nonqualified Deferred Compensation on page 28 of this ~~limit and his final average~~proxy statement. Mr. Glatfelter’s deferred compensation ~~under~~is credited quarterly with interest based on the ~~Plan (based on his most recent 60 months~~prime rate at Morgan Guaranty Trust Company of ~~earnings) as~~New York. Above market interest was calculated by subtracting the interest Mr. Glatfelter’s deferred compensation would have earned in a given year if the rate of ~~December 31, 2006~~interest was ~~lower than his final average~~equal to 120% of the applicable long-term federal rate for such year with compounding from the actual interest earnings credited to such deferred compensation ~~as of December 31, 2005, he did not earn any additional pension.~~in such year.

The amount for Mr. Glatfelter represents above-market interest earned on deferred compensation. See Nonqualified Deferred Compensation on page 22 of this proxy statement. Mr. Glatfelter’s deferred compensation is credited quarterly with interest based on the prime rate at Morgan Guaranty Trust Company of New York. Above market interest was calculated by subtracting the interest Mr. Glatfelter’s deferred compensation would have earned in 2006 if the rate of interest was equal to 120% of the applicable 2006 long-term federal rate with compounding from the actual interest earnings credited to such deferred compensation in 2006.


~~(5)~~(6)	Other compensation for ~~the periods presented include~~2007 and 2006 includes the following:

~~-17-~~

GRANTS OF PLAN-BASED AWARDS

The following table sets forth information concerning grants of plan-based awards in ~~2006:~~2007:

All Other Stock

Estimated Possible Payouts Under
Awards: Number
Grant Date Fair Value

Non-Equity Incentive Plan Awards (1) of Shares of Stock
of Stock and Option

Name Grant Date Threshold ($) Target ($) Maximum ($) or Units (#) (2) Awards ($)

G. H. Glatfelter II — 152,910 382,276 764,552
6/7/2006 26,100 417,861

J. P. Jacunski — 47,701 119,254 238,508
6/7/2006 7,600 121,676

D. C. Parrini — 77,157 192,892 385,784
6/7/2006 13,600 217,736

J. C. van Roden — 62,287 155,178 311,436

W. T. Yanavitch II — 34,272 85,680 171,360
6/7/2006 5,400 86,454


									All Other			All Other				Grant Date
									Stock Awards:			Option Awards:		Exercise or		Fair Value
									Number of			Number of		Base Price		of Stock
			Estimated Possible Payouts						Shares of			Securities		of Option		and Option
			Under Non-Equity Incentive Plan (1)						Stock or Units			Underlying		Awards		Awards
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		(#) (2)			(#) (3)		($/Share)		($)


Glatfelter		02/20/08		221,250		442,500		885,000
		03/07/07								11,050	(4)						176,137
		03/07/07											51,400		15.94		257,000
		12/19/07											59,600		14.78		251,512

Jacunski		02/20/08		81,622		163,245		326,490
		03/07/07								5,288	(4)						84,291
		03/07/07											21,500		15.94		107,500
		12/19/07											24,900		14.78		105,078

Parrini		02/20/08		136,778		273,555		547,000
		03/07/07								7,700	(4)						122,738
		03/07/07											36,900		15.94		184,500
		12/19/07											42,800		14.78		180,816

Norton		02/20/08		54,230		108,459		216,918
		03/07/07								1,900							30,268
		03/07/07											14,800		15.94		74,000
		12/19/07											17,100		14.78		72,162

Rapp		02/20/08		75,514		151,028		302,056
		03/07/07								1,600							25,504
		03/07/07											12,400		15.94		62,000
		12/19/07											14,400		14.78		60,768


(1)	The ~~amounts~~amount shown represent awards under the Company’s ~~2005~~ Management Incentive ~~Plan if threshold, target or maximum Operating Net Income performance goals are met.~~Plan. Threshold payments equal ~~40%~~50% of the target amount and maximum payments equal 200% of the target amount shown. In ~~2006,~~2007, the ~~threshold Operating Net Income performance level was not achieved and no bonuses were paid under the Management Incentive Plan. The Management Incentive Plan awards for 2006 are described~~Company’s operating net income resulted in ~~detail~~a MIP payment equal to 66.7% of target. See discussion in ~~the~~ Compensation Discussion &and Analysis beginning on ~~pages 13 through 14~~page 17 of ~~this~~the proxy statement.

(2)	The amounts shown reflect grants of ~~restricted stock units to~~RSUs under the ~~named executive officers~~Company’s 2005 Long-Term Incentive Plan.

(3)	The amounts shown reflect grants of SOSARs under the Company’s 2005 Long Term Incentive Plan. ~~The restricted stock units vest ratably, with one third vesting~~

(4)	As described on ~~December 31, 2008, 2009 and 2010. Restricted stock units earn dividend equivalents, with payment~~page 18 of the proxy statement, for each NEO, represents two separate grants of RSUs made on ~~the payment date for dividends declared on~~March 7, 2007: one grant as part of the Company’s ~~common stock. The restricted stock unit awards in 2006 are described in detail in the Compensation Discussion & Analysis on page 14 of this proxy statement.~~2007 long-term incentive program and a discretionary RSU award.

~~-18-~~
-23-

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth information concerning outstanding equity awards as of December 31, ~~2006:~~2007:

Option Awards Stock Awards
Number of Securities
Stock
Market Value of

Underlying Unexercised
Option
Option
Award
Number of Shares or
Shares or Units of

Options (#) Exercise
Expiration
Grant
Units of Stock That
Stock That Have

Name Exercisable Unexercisable Price ($) Date Date Have Not Vested (#)(1) Not Vested ($)

G. H. Glatfelter II 13,330 0 18.38 12/16/07 4/5/04 26,667 413,339
59,400 0 13.28 12/17/09 3/9/05 28,300 438,650
79,000 0 15.47 12/17/11 6/7/06 26,100 404,550
63,600 0 13.70 12/16/12

J. P. Jacunski 0 0 N/A N/A 4/5/04 3,934 60,977
3/9/05 5,900 91,450
6/7/06 7,600 117,800

D. C. Parrini 2,171 0 12.34 12/17/08 4/5/04 7,000 108,500
15,900 0 12.95 12/18/10 3/9/05 14,800 229,400
6/7/06 13,600 210,800

J. C. van Roden 0 0 N/A N/A N/A 0 0

W. T. Yanavitch II 0 0 N/A N/A 3/9/05 14,000 217,000
6/7/06 5,400 83,700


	Option Awards									Stock Awards
	Number of Securities									Stock					Market Value of
	Underlying Unexercised				Option		Option			Award			Number of Shares or		Shares or Units of
	Options (#)				Exercise		Expiration			Grant			Units of Stock That		Stock That Have
Name	Exercisable		Unexercisable		Price ($)		Date			Date			Have Not Vested (#)		Not Vested ($) (4)

Glatfelter		39,400		0		13.28		12/14/09			4/7/04	(1)		13,334		204,144
		79,000		0		15.47		12/17/11			3/9/05	(1)		18,867		288,854
		63,600		0		13.70		12/16/12			6/7/06	(1)		26,100		399,591
		0		51,400		15.94		03/07/17	(5)		3/7/07	(2)		7,300		111,763
		0		59,600		14.78		12/19/17	(6)		3/7/07	(3)		3,750		57,413

Jacunski		0		21,500		15.94		03/07/17	(5)		4/7/04	(1)		1,966		30,099
		0		24,900		14.78		12/19/17	(6)		3/9/05	(1)		3,933		60,214
											6/7/06	(1)		7,600		116,356
											3/7/07	(2)		3,100		47,461
											3/7/07	(3)		2,188		33,498

Parrini		2,171		0		12.34		12/17/08			4/7/04	(1)		3,500		53,585
		15,900		0		12.95		12/18/10			3/9/05	(1)		9,867		151,064
		0		36,900		15.94		03/07/17	(5)		6/7/06	(1)		13,600		208,216
		0		42,800		14.78		12/19/17	(6)		3/7/07	(2)		5,200		79,612
											3/7/07	(3)		2,500		38,275

Norton		0		14,800		15.94		03/07/17	(5)		5/16/05	(1)		3,733		57,152
		0		17,100		14.78		12/19/17	(6)		6/7/06	(1)		5,200		79,612
											3/7/07	(2)		1,900		29,089
		0		12,400		15.94		03/07/17	(5)		8/1/06	(1)		5,200		79,612

Rapp		0		14,400		14.78		12/19/17	(6)		3/7/07	(2)		1,600		24,496


(1)	Represents RSUs which vest ratably, with one third of the units vesting on each December 31st of the second, third and fourth full year after they are awarded, with all shares delivered at the time of final vesting.

(2)	Represents RSUs which were granted pursuant to the Company’s 2007 long-term incentive program and vest ratably, with one third of the units vesting on each anniversary date of the third, fourth and fifth full year after they are awarded, with all shares delivered at the time of final vesting.

(3)	Represents RSUs which were issued pursuant to a discretionary grant and vest ratably, with one third of the units vesting on each anniversary date of the first, second and third full year after they are awarded, with all shares delivered at the time of final vesting.

(4)	Calculated based on the closing price of the Company’s common stock on December 31, 2007 ($15.31).

(5)	Represents SOSARs granted on March 7, 2007, which vest ratably, with one third of the grant vesting on each anniversary date of the first, second and third full year after they are awarded. All SOSARs are settled in shares of the Company’s common stock. See the discussion of SOSARs in “Compensation Discussion & Analysis” beginning on page 18 of this proxy statement.

(6)	Represents SOSARs granted on December 19, 2007, which vest ratably, with one third of the grant vesting on each anniversary date of the first, second and third full year after they are awarded. All SOSARs are settled in shares of the Company’s common stock. See the discussion of SOSARs in “Compensation Discussion & Analysis” beginning on page 18 of this proxy statement.

-24-

OPTION EXERCISES AND STOCK VESTED

The following table sets forth information concerning options exercised and stock vested during fiscal ~~2006:~~2007:

Option Awards Stock Awards
Number of Shares
Value Realized
Number of Shares
Value Realized on

Acquired on Exercise
on Exercise
Acquired on Vesting
Vesting

Name (#) ($) (#) ($)

G. H. Glatfelter II 159,966 813,730 13,320 (1) 206,060

J. P. Jacunski 0 0 1,964 (1) 30,383

D. C. Parrini 39,400 135,280 3,496 (1) 54,083

J. C. van Roden 11,000 77,000 1,900 67,887
3,163 (1) 48,932

W. T. Yanavitch II 0 0 0 0


	Option Awards				Stock Awards
	Number of Shares		Value Realized		Number of Shares			Value Realized on
	Acquired on Exercise		on Exercise		Acquired on Vesting			Vesting
	(#)		($)		(#)			($)


Glatfelter		20,000		13,575		22,766	(1)		348,547
Jacunski		0		0		3,934	(2)		60,230
Parrini		0		0		8,433	(3)		129,109
Norton		0		0		1,867	(4)		28,584
Rapp		0		0		0			0


	(1)	Represents 13,333 shares that vested on December 31, ~~2006~~2007 but ~~as to~~delivery of which, pursuant to terms of the award, ~~delivery~~ is deferred until the final ~~tranch~~tranche of the award vests on December 31, ~~2008.~~2008, and 9,433 shares that vested on December 31, 2007 but delivery of which, pursuant to terms of the award, is deferred until the final tranche of the award vests on December 31, 2009.

	(2)	Represents 1,967 shares that vested on December 31, 2007 but delivery of which, pursuant to terms of the award, is deferred until the final tranche of the award vests on December 31, 2008, and 1,967 shares that vested on December 31, 2007 but delivery of which, pursuant to terms of the award, is deferred until the final tranche of the award vests on December 31, 2009.

	(3)	Represents 3,500 shares that vested on December 31, 2007 but delivery of which, pursuant to terms of the award, is deferred until the final tranche of the award vests on December 31, 2008, and 4,933 shares that vested on December 31, 2007 but delivery of which, pursuant to terms of the award, is deferred until the final tranche of the award vests on December 31, 2009.

	(4)	Represents shares that vested on December 31, 2007 but delivery of which, pursuant to terms of the award, is deferred until the final tranche of the award vests on December 31, 2009.

~~-19-~~-25-

PENSION BENEFITS

The following table sets forth information concerning pension benefits ~~of the NEOs:~~during fiscal year 2007.

Number of Years
Present Value of Accumulated
Payments During

Credited Services
Benefit
Last Fiscal Year

Name Plan Name (#) ($) ($)

G. H. Glatfelter II Pension Plan 30 816,000 0
SERP 30 2,021,000 0
J. P. Jacunski Pension Plan 3 28,000 0
SERP 3 5,000 0
D. C. Parrini Pension Plan 9 118,000 0
SERP 9 144,000 0
J. C. van Roden Pension Plan 3 107,000 0
SERP 3 147,000 0
W. T. Yanavitch II Pension Plan 6 64,000 0
SERP 6 17,000 0


				Present Value
		Number of Years		of Accumulated			Payments During
		Credited Services		Benefit			Last Fiscal Year
Name	Plan Name	(#)		($) (1)			($)


Glatfelter	Pension Plan		31		639,000			0
	SERP		31		2,843,000			0
Jacunski	Pension Plan		4		28,000			0
	SMPP		4		12,000			0
Parrini	Pension Plan		10		102,000			0
	SERP		10		259,000			0
Norton	Pension Plan		3		39,000			0
	SMPP		3		11,000			0
Rapp	Pension Plan		5		0			0
	Contractual Agreement		5		191,000	(2)		0


	(1)	For all NEOs, except Mr. Rapp, present value calculations are based on a 6.25% discount rate, a 0.00% postretirement COLA rate, RP-2000 mortality projected to 2010, age 62 retirement, and no preretirement decrements. Mr. Rapp’s present value calculation is based on a 6.10% discount rate, a 2.00% postretirement COLA rate, Heubeck Richtafeln 2005G mortality, age 65 retirement, and no preretirement decrements.

	(2)	Mr. Rapp’s years of credited service include four years of pre-participation service that were granted under his contractual agreement. The portion of the present value of Mr. Rapp’s accumulated benefit attributable to this four-year service credit is $153,000.

As of December 31, ~~2006 Messrs.~~2007, Mr. Jacunski ~~van Roden and Yanavitch were~~was not eligible for the FAC Pension and therefore ~~were~~is entitled to receive a pension determined under the Pension Plan, together with, as applicable, the Restoration Pension and the ~~Early Retirement Supplement, which are described below. Pension plan interests vest upon the first to occur of five years of services or the employee reaching 55 years of age. As of~~MIP Adjustment Supplement. However, on December 31, ~~2006, Mr. van Roden was vested in the Pension Plan because~~2007, he ~~had already reached age 55. However, as of December 31, 2006, Mr. Jacunski was 41 years of age and~~ had not yet fulfilled the five year vesting requirement under the Company’s pension plans. A description of the various plans follows.

What employee retirement plans has the Company established for Directors and Executive Officers?


		SERP		~~SMPP~~
				~~MIP~~	~~Early~~
	Pension		FAC	~~Adjust-~~	~~Retire-~~
	Plan	Restoration	Pension	~~ment~~	~~ment~~SMPP


~~G. H.~~ Glatfelter II	√	√	√
~~J. P.~~ Jacunski	√			√	√
~~D. C.~~ Parrini	√	√	√
~~J. C. van Roden~~	√	√		√	√
~~W. T. Yanavitch II~~Norton	√			√
Rapp	√

~~Qualified Pension Plan~~. ~~Executive officers and employee Directors who also are eligible salaried employees~~As of December 31, 2007, all of the ~~Company participate in~~NEOs except Mr. Rapp were eligible for the P. H. Glatfelter Company Retirement Plan for Salaried Employees (the ~~“Pension~~“Qualified Pension Plan”). In addition, Messrs. Glatfelter and Parrini were eligible for both the FAC (final average compensation) and Restoration portions of the Company’s Supplemental Executive Retirement Plan, and Messrs. Jacunski and Norton were eligible for the Early Retirement Supplement portion of the Company’s Supplemental Management Pension Plan. Finally, Mr. Rapp was eligible for a pension benefit through a special contractual agreement between him and the Company.

The following describes all of these benefit plans/arrangements in further detail.

Qualified Pension Plan. All eligible salaried employees of the Company participate in the Qualified Pension Plan. This is a tax-qualified defined ~~benefitpension~~benefit pension plan.

Salaried employees who were plan ~~that pays~~participants on January 1, 2007 are eligible for a normal retirement pension beginning at age 65 ~~based on a percentage~~equal to:


	•	1.4% of the participant’s final average compensation multiplied by his or her years of benefit service (to a maximum of 25), plus

	•	0.5% of final average compensation for each year of benefit service in excess of 25.

Final average compensation multiplied by his or her years of benefit service. For participants as of January 1, 2007, this percentage is 1.4% times final average compensation times years of benefit service to a maximum of 25. For years of benefit service in excess of 25 years, the percentage multiplier is 0.5%. Final average compensationgenerally means the average of the participant’s eligible compensation for the five consecutive calendar years during the ten years preceding the year of retirement that yields the highest average. ~~Annual~~However, if a participant does not have five consecutive calendar years of compensation, ~~for purposes~~then final average compensation is determined by dividing compensation over the entire period of participation by the ~~Pension Plan~~number of years (and fractions of years) in such period.

-26-

Eligible compensation generally includes salary as listed on the Summary Compensation Table plus paid ~~bonus. It~~bonus (to a maximum of the IRS limit, which was $225,000 for 2007). Eligible compensation does not include ~~annual compensation in excess of IRS limits ($225,000 for 2007) or a~~any Management Incentive Plan bonus that the participant elects to defer.

The Qualified Pension Plan provides for early retirement benefits for participants who retire at or after age 55 and prior to age 65. The amount of the monthly early retirement pension is reduced on account of its early commencement, at the rate of 2.5% per year. Early retirees at or after age 62 with 30 or more years of benefit service can receive an unreduced early retirement pension. Mr. Glatfelter is currently eligible for a reduced early retirement benefit under the Qualified Pension Plan.

The foregoing benefit formula based on final average compensation does not apply to new hires on and after January 1, ~~2007. Such new hires will~~2007, who instead participate ~~in the Pension Plan~~ under a new “cash balance” formula. None of the listed executives participate under the new benefit formula.

Qualified Pension Plan interests generally vest upon the first to occur of five years of service or the employee reaching 55 years of age. As of December 31, 2006, however, the plan was amended to fully vest all participants on that date. All of the listed executives (except Mr. Rapp, who does not participate in the Qualified Pension Plan) became fully vested on that date.

Supplemental Executive Retirement ~~Plan.~~Plan. The Company has a Supplemental Executive Retirement Plan (“SERP”) consisting of two benefits, either or both of which are available to those management and executive employees who have been selected by the Company’s Compensation Committee for participation therein.

The first benefit, known as the “Restoration Pension,” provides an additional pension benefit based on the participant’s pension benefit earned under the terms of the Qualified Pension Plan, which is intended to restore that portion of the Qualified Pension Plan’s benefit that cannot be paid from that ~~Plan~~plan due to legal limitations on the compensation and total benefits payable thereunder. ~~Participants may receive~~In response to tax law changes under IRC Section 409A, the Restoration Pension will be amended to generally provide for payment in a single sum within 60 days following attainment of later of age 55 or ~~in any form permitted under the Pension Plan, as elected by the participant at the time he or she first becomes a participant.~~retirement.

~~-20-~~

The second benefit, known as the “FAC Pension,” pays a ~~monthly pension~~ benefit equal to ~~a designated percentage~~2% of the participant’s final average compensation (as defined below), multiplied by the participant’s years of benefit service under the Qualified Pension Plan. This calculated amount is then offset by the actuarially equivalent value of the participant’s benefits under the Qualified Pension Plan, ~~and~~as well as certain Company-sponsored nonqualified defined benefit pension arrangements ~~including (if applicable)~~(including the Restoration ~~Pension. The designated percentage is 2% multiplied by~~Pension if applicable).

Final average compensation means the annualized average of the participant’s ~~years of credited service under~~eligible compensation for the ~~Pension Plan, but not in excess of 55%. The FAC Pension is payable following~~sixty (60) calendar months immediately preceding his or her retirement. Eligible compensation generally means the ~~participant’s retirement at or after age 62~~salary and annual incentive bonus amounts listed in the ~~form of a joint and 75% survivor annuity with the participant’s spouse or, if so requested by the participant and approved by the Company’s~~Summary Compensation ~~Committee, as a single sum.~~ Table.

The FAC Pension can also be paid on an early retirement basis as early as age 55, but reduced by 2.5% for each year by which the early benefit commencement precedes the participant’s attainment of age 62. AMr. Glatfelter is currently eligible for an early-retirement FAC Pension benefit.

The FAC Pension is payable following the participant’s retirement at or after age 62 in the form of a joint and 75% survivor ~~benefit is also payable~~annuity with the participant’s spouse. In response to tax law changes under IRC Section 409A, the choice to receive the FAC Pension as a single sum with the approval of the Compensation Committee will be eliminated. Participants were given the opportunity, under IRS transition rules, to make an irrevocable election to receive distribution of the FAC Pension in a single sum. Other changes will be made to the FAC Pension to address Section 409A compliance prior to the ~~participant’s surviving spouse if the participant dies before his or her benefit commencement date. Final average compensation means the annualized average~~end of the participant’s eligible compensation for the sixty (60) calendar months immediately preceding his or her retirement, which generally includes salary as listed on the Summary Compensation Table plus paid bonus.2008.

~~The SERP is~~In response to tax law changes under IRC Section 409A, the MIP Adjustment Supplement will be amended to provide for payment of this benefit in a nonqualified deferred compensation plan that must conform to the requirements of section 409A of the Internal Revenue Code. It is anticipated that changes may be made to the SERP to address section 409Asingle sum within 60 days following ~~the issuance of final IRS guidance. Distribution of a SERP benefit payable on account of~~ retirement or termination of employment ~~by an employee~~(or six months following retirement or termination of employment in the case of a participant who is a “key employee” under IRS rules). Participants were given the opportunity, under IRS transition rules, ~~must, under section~~to elect a different time for distribution of the MIP Adjustment Supplement. Also, it is anticipated that changes will be made to the Early Retirement Supplement benefit to address Section 409A ~~be delayed until~~compliance prior to the end of 2008. These changes will include the delay of payment for six months ~~following retirement or termination.~~

The Compensation Committee may, with respect to both the FAC Pension or the Restoration Pension, cause the forfeiture of these benefits if the recipient should, without the prior consent of the Compensation Committee or its delegate, become an employee, officer or director of a competitor of the Company, or use or disclose Company confidential information (as defined in the ~~SERP).~~

~~The SERP also contains special provisions in the event~~case of ~~a change in control (as defined in the SERP), including the fixing of the designated percentage~~participants considered “key employees” under the FAC Pension at 55% (which is the maximum percentage), the elimination of the Compensation Committee’s authority to forfeit to participant’s benefit as described above, and the contribution of amounts to fund accrued SERP benefits.IRS rules.

Supplemental Management Pension ~~Plan.~~Plan. The Company has a Supplemental Management Pension Plan (“SMPP”) consisting of two benefits.

The first benefit, is known as the MIP Adjustment ~~Supplement. In~~Supplement provides an additional pension benefit based on the participant’s pension benefit earned under the terms of the Qualified Pension Plan, taking into account any Management Incentive Plan bonus that the participant elected to defer. (In prior years, the terms of the Company’s Management Incentive Plan, which was adopted as of January 1, 1994, and amended as of January 1, 2000, ~~(the “Former MIP”)~~ permitted a participant to defer a portion of his or her MIP bonus. Such deferred MIP bonus is not included in determining the participant’s final average compensation under the Pension Plan. ~~However, for eligible executives a~~)

-27-

The second benefit, known as the Early Retirement Supplement, provides an additional pension ~~supplement (the “MIP Adjustment Supplement”) is paid from~~benefit based on the ~~Company’s Supplemental Management~~participant’s pension benefit earned under the terms of the Qualified Pension Plan. ~~The MIP Adjustment Supplement is, generally speaking, equal~~In order to ~~the difference between the participant’s~~be eligible for this benefit an otherwise eligible management employee assigned to a global or US corporate function must elect to defer commencement of his or her Qualified Pension Plan benefit ~~and~~until three years after retirement from the Company. The participant is then eligible to receive three years of “bridge” pension payments from date of retirement until his or her benefit commencement under the Qualified Pension Plan, ~~benefit if it had been determined by taking into account a deferred MIP bonus. Executives who participate~~ in an amount equal to such amount payable from the ~~Company’s SERP, described above, are not eligible for the MIP Adjustment Supplement~~Qualified Pension Plan.

~~The MIP~~Distribution of any SMPP benefit (MIP Adjustment Supplement is a nonqualified deferred compensation arrangement that must conform to the requirements of section 409A of the Internal Revenue Code. It is anticipated that changes will be made in how the MIP Adjustment Supplement is paid to address section 409A following the issuance of final IRS guidance. Payments on account of retirement or ~~termination of employment~~Early Retirement Supplement) to a participant who is a “key employee” under IRS rules must, under ~~section~~IRC Section 409A, be delayed until six months following retirement or termination.

The second benefit, known as the Early Retirement Supplement, is available to certain management and executive employees, who are not eligible for the FAC Pension under the SERP, who retire from employment with the Company on or after age 55 but prior to age 65, normal retirement age under the Company’s tax-qualified Pension Plan. The Pension Plan permits a participant who retires early to receive a reduced monthly early retirement pension that begins immediately following retirement, or to postpone commencement of the pension until a later date, but not later than normal retirement age. If the participant agrees to postpone commencement of his or her Pension Plan pension until at least 36 months following early retirement (or, if earlier, until his or her normal retirement date following attainment of age 65) (the “Deferred Pension Plan Commencement Date”), then the Early Retirement Supplement will pay a supplemental benefit during the postponement period. The Early Retirement Supplement is equal to the monthly amount of the Pension Plan pension (or the sum of the Pension Plan pension and the Restoration Pension under the SERP, if applicable) payable on the Deferred Pension Plan Commencement Date in the form of a single life annuity. The benefit begins on the first day of the month on or next following early retirement and continues for 36 months (or until normal retirement date) when the deferred Pension Plan pension begins to be paid. There is a limited benefit payable for the surviving spouse if the participant dies before the end of the~~36-month~~ ~~payment period.~~

~~The Early Retirement Supplement is a non-qualified deferred compensation arrangement that must conform to the requirements of section 409A of the Internal Revenue Code. It~~ Also, it is anticipated that changes will be made to the

~~-21-~~

Early Retirement Supplement benefit to address ~~section~~Section 409A ~~following the issuance of~~compliance before final IRS regulations. Payments on account of early retirement to a participant who is a “key employee” under IRS rules must, under section 409A, be delayed until six months following retirement or termination.guidance takes effect.

~~The Compensation Committee may,~~Mr. Rapp’s Contractual Agreement. Mr. Rapp is covered under a special arrangement with respect to both the MIP Adjustment Supplement and the Early Retirement Supplement, cause the forfeiture of these benefits if the recipient should, without the prior consent of the Compensation Committee or its delegate, become an employee, officer or director of a competitor of the Company ~~or use or disclose Company confidential information (as defined~~put in place during 2007. Under this arrangement, he is eligible for a normal retirement benefit after having attained age 65.

Mr. Rapp’s normal retirement benefit is based on 1.5% of his “pensionable income” multiplied by his years of service (including the ~~SMPP)~~pre-service period from August 1, 2002 through July 31, 2006). “Pensionable income” is the average of his base pay plus bonus for the five years immediately preceding his retirement.

Mr. Rapp is eligible for an early retirement benefit under his special arrangement after reaching age 60. His early retirement benefit equals his normal retirement benefit reduced by 2.5% per year.

Mr. Rapp’s normal form of benefit is a 60%joint-and-survivor annuity.

NONQUALIFIED DEFERRED COMPENSATION

The following table sets forth information concerning nonqualified deferred compensation of the NEOs:


	Executive		Registrant				Aggregate				Executive		Registrant				Aggregate
	Contributions in		Contributions in		Aggregate Earnings		Withdrawals/		Aggregate Balance		Contributions in		Contributions in		Aggregate Earnings		Withdrawals/		Aggregate Balance
	Last FY		Last FY		in Last FY		Distributions		at Last FYE		Last FY		Last FY		in Last FY		Distributions		at Last FYE
Name	($)		($)		($) (1)		($)		($)		($)		($)		($) (1)		($)		($)


G.H. Glatfelter II		—		—		13,950		—		125,136
Glatfelter												0		0		14,630		0		195,108


	(1)	Of the ~~$13,950~~$14,630 in interest earned in ~~2006, $3,592~~2007, $3,915 was reported as above-market earnings on deferred compensation in the Summary Compensation Table on page 1721 of this proxy statement.

The Nonqualified Deferred Compensation table above provides information about deferral elections under the P.H. Glatfelter Company Management Incentive Plans, effective January 1, 1982, as amended (the “1982 MIP”). Pursuant to the deferred compensation component of the 1982 MIP, certain executive officers were entitled to defer receipt of any portion of the incentive awards made under the 1982 MIP and irrevocably elect a time for future payment in accordance with deferral terms and options established by the Compensation Committee. Mr. Glatfelter, who deferred payment of an award he received under the MIP for the 1985 plan year until 2016, is the only NEO who has a deferred award under the 1982 MIP. Under the 1982 MIP, the amount of deferred awards is adjusted by crediting the cumulative deferred awards with interest at the end of each calendar quarter. Pursuant to the 1982 MIP, for each calendar quarter, Mr. Glatfelter’s deferred award is credited with interest earned for the quarter at an interest rate equal to the prime rate on the last business day of the quarter at the Morgan Guaranty Trust Company of New ~~York~~York. If Mr. Glatfelter’s deferred award is paid during a quarter, interest on the accumulated award will be accrued at the rate prevailing at the end of the previous quarter. Mr. Glatfelter’s deferred award will be paid within 30 days of the date stipulated on his election form. The payment of Mr. Glatfelter’s deferred award may be accelerated if necessary upon the approval of the Board’s Compensation Committee. However, if Mr. Glatfelter separates from the Company, the deferred award will be paid as stipulated on his election form. If Mr. Glatfelter dies before all awards are paid out, the unpaid amounts will be paid in a lump sum to his designated beneficiary.

~~EMPLOYMENT, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL EMPLOYMENT AGREEMENTS~~

~~Has the Company entered into any employment agreements with any of the named executive officers or with any material consequence?~~

~~Other than the Change in Control Employment Agreements described below, the Company currently does not have employment agreements with any of the NEOs.~~

~~What Change in Control Employment Agreements has the Company executed?~~

The Company has entered into Change in Control Employment Agreements with each of Messrs. Glatfelter, Jacunski, Parrini and Yanavitch along with three other executives. Prior to his leaving the employ of the Company on December 31, 2006, Mr. van Roden was a party to a Change in Control Employment Agreement with the Company. Under the agreements, each employee will become entitled to additional payments and benefits if his employment is terminated under certain conditions within two years following a change in control (as defined in the agreements) of the Company. The Change in Control Employment Agreements are described in detail beginning on page 25 of this proxy statement.

~~-22-~~-28-

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

~~As described on page 22 of this proxy statement,~~Except for Mr. Rapp, the NEOs have Change in Control Employment Agreements with the Company but do not have employment agreements with the Company. The information below describes and quantifies compensation that would become payable under existing arrangements in the event of termination of such NEO’s employment under several different circumstances. The amounts shown assume that such termination was effective as of December 31, ~~2006,~~2007, and thus include amounts earned through such time and are estimates of the amounts that would be paid to the NEOs upon their termination. The actual amounts to be paid can only be determined at the time of such NEO’s separation from the Company. ~~The description below does not include Mr. van Roden because he retired from the Company on December 31, 2006.~~

~~John van Roden.~~ In connection with Mr. van Roden’s retirement from the company on December 31, 2006, he will begin to receive pension benefits from the Early Retirement Supplement component of the SMPP in an amount equal to $1,664.71 per month (adjusted for the required six-month commencement delay under section 409A of the Internal Revenue Code). Once this benefit has expired at the end of 2009, Mr. van Roden will continue to receive an actuarially equivalent benefit amount from the qualified pension plan and the Restoration component of the SERP in the payment forms he elects. Mr. van Roden also received certain benefits that are provided on a non-discriminatory basis to salaried employees generally upon termination of employment.

Termination Not in Connection with a Change in Control

Severance.Outside items described below, payments and benefits provided on a non-discriminatory basis to salaried employees generally and in the change in control context, discussed below, the Compensation Committee or the independent Directors of the Board may authorize additional severance benefits, although they are not obligated to do so. In the past, the Company has agreed to provide additional severance benefits to departing executive officers in order to enter into definitive termination agreements on terms desirable to the Company.

Pension Benefits.A general description of each pension plan in which the NEOs participate, the years of service credited and the present value of each NEO’s accumulated pension benefit are included on page 2019 of this proxy statement. In addition to the Pension Plan, Messrs. Glatfelter and Parrini participate in the SERP and Messrs. Jacunski and ~~Yanavitch participate~~Norton participates in the SMPP. Neither the SERP ornor the SMPP are available on a non-discriminatory basis to salaried employees generally.

~~SMPP.~~SMPP. In the event of termination under any circumstance on December 31, ~~2006, neither Mr.~~2007, Messrs. Jacunski ~~nor Mr. Yanavitch~~and Norton would not be entitled to an Early Retirement Supplement under the SMPP because ~~they~~both of them would ~~both~~ have been under the age of 55 at the time of termination. ~~Neither Mr.~~Messrs. Jacunski ~~nor Mr. Yanavitch has~~and Norton have not accrued any benefit under the MIP Adjustment Supplement.

~~SERP.~~SERP. The table below sets forth the various monthly payments that Messrs. Glatfelter and Parrini (or, in certain circumstances, their spouses) would be entitled to receive for their lifetimes upon termination, as of December 31, ~~2006,~~2007, under several different circumstances.

~~TERMINATION PAYMENTS UNDER~~Termination Payments Under SERP

Termination Other

than Upon Death or
Termination as a

Name Disability Result of Death (1) Disability (2)

G. H. Glatfelter II $ 15,600 (3) $ 11,700 $ 18,900

D. C. Parrini 0 (4) $ 3,100 $ 15,500


	Termination Other
	than Upon Death or			Termination as a
Name	Disability			Result of Death (1)		Disability (2)


Glatfelter	$	22,000	(3)	$	17,000	$	27,000

Parrini		0	(4)	$	1,000	$	5,000


(1)	Represents survivor benefit payable to the NEO’s spouse for her lifetime.

(2)	Represents FAC pension benefit payable beginning upon reaching the age of 62. The Compensation Committee has the authority to commence the FAC Pension when the SERP participant reaches 55, if the participant requests, but the monthly FAC Pension amount would be reduced at the rate of 2.5% per year for each year between the participant’s age 62 normal retirement date and his early benefit commencement date. This represents payment in the form of a joint and 75% surviving spouse annuity. In the event of death following benefit commencement, the surviving spouse receives monthly payments for her lifetime in an amount equal to 75% of the monthly benefit payable to the NEO.

(3)	This represents payment in the form of a joint and 75% surviving spouse annuity. In the event of death following the commencement of benefits, the surviving spouse receives monthly payments for her lifetime in an amount equal to 75% of the monthly benefit payable to the NEO.

(4)	Mr. Parrini was under 55 years of age on December 31, ~~2006,~~2007, so voluntary termination would result in his forfeiture of any benefits under the SERP. This represents payment in the form of a joint and 75% surviving spouse annuity. In the event of death following benefit commencement, the surviving spouse receives monthly payments for her lifetime in an amount equal to 75% of the monthly benefit payable to the NEO.

~~-23-~~

If a SERP participant becomes an employee or officer orof a competitor of the Company or uses or discloses confidential information of the Company (except as required by the SERP participant’s duties as an employee of the Company), then all benefits under the SERP are forfeited.

Deferred Compensation. As permitted by the Former MIP, Mr. Glatfelter has deferred his receipt of the payment of an award he previously earned under the MIP until 2016. The last column of the Nonqualified Deferred Compensation table on page 2228 of this proxy statement reports Mr. Glatfelter’s aggregate balance at December 31, ~~2006. Mr. Glatfelter, or his beneficiary in~~2007.

-29-

In the event of his ~~death,~~termination, Mr. Glatfelter is entitled to receive the amount in his ~~account in the event of his termination.~~account. None of the other NEOs have deferred compensation.

2005 Management Incentive Plan.The awards made to NEOs in ~~2006~~2007 under the 2005 Management Incentive Plan were subject to a performance period that ended on December 31, ~~2006.~~2007. If ~~the NEOs’~~an NEO’s employment had terminated on December 31, ~~2006~~2007 and the performance goals to which the 2006 awards were subject had been achieved, then the ~~NEOs~~NEO would have been entitled to the payment of ~~their~~his full ~~awards~~award under the 2005 Management Incentive Plan. ~~However, the Compensation Committee determined that the performance goals for the 2006 awards were not achieved, so no awards were payable.~~ In the event that an NEO’s employment terminates during a performance period set for an award granted under the 2005 Management Incentive Plan, his award will be forfeited, except such award will be prorated to reflect the period of service in the event the termination is a result of his retirement, disability or death.

Stock Options. With regard to the outstanding stock options held by Messrs. Glatfelter and Parrini, if Mr. Glatfelter or Parrini retires prior to the expiration of the stock options, those options exercisable on the date of his retirement will remain exercisable until the first to occur of the third anniversary of his retirement or the expiration of the stock options. In the event that ~~Mr.~~Messrs. Glatfelter or Parrini dies after retirement, options exercisable on the date of his death will remain exercisable by his legal representative until the first to occur of first anniversary of the date of his death or the expiration of such options. Based on a ~~$15.50~~$15.31 closing price of the Company’s common stock on December ~~29, 2006~~31, 2007 (the last trading day of ~~2006)~~2007), Mr. Glatfelter and Mr. Parrini would have realized a value of ~~$248,718~~$182,329 and ~~$47,405~~$43,964 had they each retired on December 31, ~~2006~~2007 and immediately exercised all of theirin-the-money options.

SOSARs & RSUs.

RSUs. Each of the NEOs holds RSUs granted under the Company’s 2005 Long-Term Incentive Plan. If the NEO ceases to be an employee of the Company for any reason (voluntary or involuntary), other than death, disability or retirement, then nonvested RSUs are forfeited. If, subsequent to vesting of the RSUs, the NEO ceases to be an employee for any reason other than as a result of termination for cause (as defined in the RSU award certificate), death, disability or retirement, the restrictions with respect to the vested RSUs shall continue until they would otherwise have lapsed if such employment had not terminated. However, if, subsequent to vesting of the RSUs, the NEO is terminated for cause, all outstanding RSUs, whether vested or nonvested, are forfeited. Upon the death, disability or retirement of an NEO while employed by the Company, an amount of unvested RSUs shall vest equal to a percentage, the numerator of which equals the number of days that has elapsed as of the date of death or retirement or the date on which such disability commenced in the vesting restriction period for each1/3 tranche, and the denominator of which equals the total number of days in each such vesting restriction period, and the Company will issue in the NEO’s name or in the name of the NEO’s legal representatives, beneficiaries or heirs, as the case may be, in payment for the RSUs with respect to which all restrictions have lapsed that number of shares of the Company’s common stock equal to the number of RSUs with respect to which all restrictions have lapsed. All unvested RSUs on the date of such death, disability or retirement will be forfeited. The table below sets forth the value of RSUs for which vesting accelerates based upon termination as a result of disability, death or retirement on December 31, 2007 (calculated based on the closing price of the Company’s common stock on December 31, 2007 ($15.31)):


	Disability/Death/
	Retirement ($)


Glatfelter		589,832
Jacunski		144,259
Parrini		274,646
Norton		79,850
Rapp		42,168

SOSARs. Each of the NEOs holds SOSARs granted under the Company’s 2005 Long-Term Incentive Plan. If an NEO ceases to be an employee of the Company for reasons other than death, disability, retirement or involuntary termination for cause (as defined in the SOSAR award certificate) (an “Other Termination”), then, for a period of ninety days following such Other Termination, the NEO may exercise any SOSARs that vested prior to such Other Termination. All unvested SOSARs on the date of such Other Termination will be immediately and irrevocably forfeited. If the Company terminates the NEO’s employment for cause, then all outstanding SOSARs, whether vested or unvested, will be immediately and irrevocably forfeited. Upon the death, disability or retirement of an NEO while employed by the Company, an amount of unvested SOSARs shall vest equal to a percentage, the numerator of which equals the number of days that have elapsed as of the date of death or retirement or the date on which such disability commenced in the vesting restriction period for each1/3 tranche, and the denominator of which equals the total number of days in each such vesting restriction period and all vested SOSARs will be exercisable for three years from the date of such death, disability or retirement. In the event that the vesting set forth above yields a fractional number of SOSARs, the number of SOSARs subject to vesting in any given year will be rounded down to the nearest number of SOSARs. All unvested SOSARs (after giving effect to the foregoing sentence) on the date of such death, disability or retirement will be immediately and irrevocably forfeited. The table below sets forth the value of SOSARs for which vesting accelerates as a result of death, disability or retirement on December 31, 2007. Amounts represent the

~~-24-~~-30-

difference between the exercise price of each NEO’s SOSARs and the closing price of Company’s common stock on December 31, 2007 ($15.31).


	Disability/Death/
	Retirement ($)


Glatfelter		633
Jacunski		265
Parrini		455
Norton		182
Rapp		153

Employment Agreement with Martin Rapp. Mr. Rapp entered into an employment agreement with the Company, dated June 21, 2006. Mr. Rapp’s employment agreement does not provide for severance benefits in the event of termination. However, the employment agreement does include a one-year post-contractual covenant not to compete in the event Mr. Rapp’s employment terminates prior to his reaching age 65. As compensation for the covenant not to compete, Mr. Rapp receives 50% of his last base salary. If Mr. Rapp’s employment terminated on December 31, 2007, he would have received approximately $182,199 in compensation for abiding by the non-compete. Breach of the non-compete entitles the Company to a payment from Mr. Rapp equal to 50% of his last base salary. Mr. Rapp’s employment agreement requires six months’ notice prior to termination.

-31-

Change in Control

Set forth in the table below are the amounts of compensation payable to each NEO upon termination by the Company for cause, termination by the NEO without good reason, termination by the NEO for good reason, termination by the Company other than for cause, death or disability, and termination in the event of disability or death of the NEO. The amounts set forth in the table below assume a change in control as of December 31, ~~2006,~~2007, and termination of each executive upon the change in control.

Cash Payment

Cash Payment of
of Unvested
Present Value

Cash Severance
Present Value of
Section 401(k)
of Welfare

Payment/Accrued
Incremental
Company
Benefits
Excise Tax

Executive/Type of Termination Obligations (1) Pension Benefit (2) Match (3) Continuation (4) Gross-Up Total (5)

George H. Glatfelter II
Death $ 62,597 $ — $ — $ — $ — $ 62,597
Disability 62,597 — — — — 62,597
Termination by Company for Cause/by Executive Without Good Reason 62,597 — — — — 62,597
Termination by Executive for Good Reason/by Company Other Than for Cause, Death, Disability 1,800,921 — — 41,296 — 1,842,217

John P. Jacunski
Death 20,385 — — — — 20,385
Disability 20,385 — — — — 20,385
Termination by Company for Cause/by Executive Without Good Reason 20,385 — — — — 20,385
Termination by Executive for Good Reason/by Company Other Than for Cause, Death, Disability 730,401 — 5,874 27,314 — 763,590

Dante C. Parrini
Death 33,722 — — — — 33,722
Disability 33,722 — — — — 33,722
Termination by Company for Cause/by Executive Without Good Reason 33,722 — — — — 33,722
Termination by Executive for Good Reason/by Company Other Than for Cause, Death, Disability 855,146 539,000 — 35,662 573,735 2,003,542

John C. van Roden (6)
Death N/A N/A N/A N/A N/A N/A
Disability N/A N/A N/A N/A N/A N/A
Termination by Company for Cause/by Executive Without Good Reason N/A N/A N/A N/A N/A N/A
Termination by Executive for Good Reason/by Company Other Than for Cause, Death, Disability N/A N/A N/A N/A N/A N/A

William T. Yanavitch II
Death 16,477 — — — — 16,477
Disability 16,477 — — — — 16,477
Termination by Company for Cause/by Executive Without Good Reason 16,477 — — — — 16,477
Termination by Executive for Good Reason/by Company Other Than for Cause, Death, Disability 444,877 — — 26,522 — 471,399

The information set forth in the table below is based on the Change in Control Agreements in effect on December 31, 2007. On March 7, 2008, the NEOs executed new Change in Control Employment Agreements, which are described below.

Potential Payments Upon a Termination of Employment Following a Change in Control (1)


			Cash Payment of		Cash Payment of						Value of
	Cash		Present Value of		Unvested Section		Present Value of		Excise Tax		Unvested
Executive/Type of	Severance		Incremental Pension		401(k) Company		Welfare Benefits		Gross-Up		SOSARs &
Termination	Payment ($)		Benefit ($) (1)		Match ($) (2)		Continuation ($) (3)		($)		RSUs ($) (4)		Total ($) (5)


George H. Glatfelter II
Death		—		—		—		—		—		1,093,337		1,093,337
Disability		—		—		—		—		—		1,093,337		1,093,337
Termination by Company for Cause		—		—		—		—		—		—		—
Termination by Executive Without Good Reason		—		—		—		—		—		1,093,337		1,093,337
Termination by Executive for Good Reason/by Company Other Than for Cause, Death, Disability		2,320,476		—		—		46,263		—		1,093,337		3,460,076

John P. Jacunski
Death		—										300,841		300,841
Disability		—		—		—		—		—		300,841		300,841
Termination by Company for Cause		—		—		—		—		—		—		—
Termination by Executive Without Good Reason		—		—		—		—		—		300,841		300,841
Termination by Executive for Good Reason/by Company Other Than for Cause, Death, Disability		712,001		—		3,487		28,635		—		300,841		1,044,964

Dante C. Parrini
Death		—		—		—		—		—		553,420		553,420
Disability		—		—		—		—		—		553,420		553,420
Termination by Company for Cause		—		—		—		—		—		—		—
Termination by Executive Without Good Reason		—		—		—		—		—		553,420		553,420
Termination by Executive for Good Reason/by Company Other Than for Cause, Death, Disability		1,050,031		994,000		—		40,498		959,439		553,420		3,597,389

Jeffrey J. Norton
Death		—		—		—		—		—		174,921		174,921
Disability		—		—		—		—		—		174,921		174,921
Termination by Company for Cause		—		—		—		—		—		—		—
Termination by Executive Without Good Reason		—		—		—		—		—		174,921		174,921
Termination by Executive for Good Reason/by Company Other Than for Cause, Death, Disability		583,128		—		4,363		38,038		—		174,921		800,450

Martin Rapp (6)
Death		—		—		—		—		—		111,740		111,740
Disability		—		—		—		—		—		111,740		111,740
Termination by Company for Cause		—		—		—		—		—		—		—
Termination by Executive Without Good Reason		—		—		—		—		—		111,740		111,740
Termination by Executive for Good Reason/by Company Other Than for Cause, Death, Disability		—		—		—		—		—		111,740		111,740

~~-25-~~-32-


(1)	Includes accrued obligations (i.e., accrued vacation pay) in the case of death, disability, and terminations by Company for cause/by NEO without good reason and accrued obligations and cash severance payment in the case of termination by NEO for good reason/by Company other than for cause, death, or disability.

~~(2)~~	Represents actuarial present value of unvested retirement plans based on the maximum benefit formula level; present values calculated consistent with calculations in the Pension Benefits table above.

~~(3)~~(2)	Represents value of unvested portion of Section 401(k) Company match.

~~(4)~~(3)	Based on current type of coverage and premium levels.

(4)	Assumes full vesting and exercise on December 31, 2007.

(5)	Does not include payment of present value of vested accrued benefits as listed in the Pension Benefits table, deferred compensation balances as listed in the Nonqualified Deferred Compensation table, ~~and amounts with respect to~~or the ~~potential exercise~~value of ~~stock~~vested options, ~~and the vesting of RSUs as listed in the Outstanding Equity Awards at Fiscal Year-End table.~~SOSARs, or RSUs.

(6)	~~Mr. van Roden retired from the Company as of December 31, 2006.~~No change in control employment agreement in effect for 2007.

Change in Control Employment Agreements.As ~~described above,~~of December 31, 2007, the Company ~~has~~had entered into Change in Control Employment Agreements with each of Messrs. Glatfelter, Jacunski, Parrini and ~~Yanavitch.~~Norton. Under the agreements, each employee would become entitled to additional payments and benefits if his employment was terminated under certain conditions within two years following a change in control of the Company. Under the agreements, each employee’s employment with the Company ~~will~~would continue for two years from the date of a change in control. During such period, the employee ~~shall~~would continue in a position at least equal to the position he held prior to the change in control and shall receive compensation and benefits from the Company at least equal to those paid to him prior to the change in control. In the event of a termination following a change in control, the following benefits would be provided to the ~~NEOs:~~NEOs.

Termination for Good Reason; Termination Byby the Company Other than for Cause, Disability or ~~Death.~~Death. If, within two years following a change in control, the employee’s employment is terminated by the Company other than for cause, death or disability, or is terminated by the employee for good reason, he ~~will~~would receive his then current base salary through the date of termination and accrued but unpaid vacation, plus the following severance benefits:


	•	*Severance Payment.*A lump sum payment, payable within thirty days after the date of termination, representing the following:


	•	A bonus payment for the year in which the date of termination occurs, which is based on the bonus ~~actually~~ paid ~~in the previous year under the Management Incentive Plan~~ for the year prior to termination and pro-rated for the NEO’s term of service during the year; and

	•	A severance payment in an amount equal to two times (three times in the case of Mr. Glatfelter) (a) the NEO’s annual base salary (at the highest rate achieved before the date of termination) plus (b) his annual bonus for the last full fiscal year before the date of termination.


	•	*Health and Welfare Benefits.*For a period of two years (three years in the case of Mr. Glatfelter) after the ~~Date~~date of ~~Termination,~~termination, or such longer period as any plan, program, practice or policy may provide, the Company ~~will~~would continue to provide group medical, prescription, dental, disability, salary continuance, group life, accidental death and dismemberment and travel accident insurance benefits at levels substantially equal to those which would have been provided to them in accordance with the Company’s plans, programs, practices and policies with respect to such benefits if the NEO’s employment had not been terminated.

	•	*401(k) and Pension.* In the event that the NEO has not, as of the date of termination, earned sufficient vesting service to have earned (A) a non-forfeitable interest in his matching contribution account under the Company’s 401(k) plan, and (B) a non-forfeitable interest in his accrued benefit under the terms of the Company’s Qualified Pension Plan and, if applicable, the Restoration Pension or the FAC Pensionand/or the MIP Adjustment Supplement under the P.H. Glatfelter Company Supplemental Management Pension Plan (or any successors to those plans), the Company ~~will~~would pay to the NEO a lump sum in cash (less applicable withholdings) in an amount equal to the sum of:


	•	the NEO’s unvested matching contribution account under the 401(k) Plan, valued as of the date of termination; and

	•	the actuarial present value of the NEO’s unvested normal retirement pension under the Qualified Pension Plan and, as applicable, the Restoration Pension, the FAC Pension and the MIP Adjustment Supplement, based on the NEO’s accrued benefit under those plans as of the date of termination, as determined by the Company’s actuary utilizing actuarial equivalency factors for determining single sum amounts under the terms of the Qualified Pension Plan.

If the NEO is, as of the date of termination, a participant in the P.H. Glatfelter Company Supplemental Pension Plan ~~(the~~

-33-

(the “SMPP”) with at least five years of vesting service, then the Company must contribute funds, to the extent it has not

~~-26-~~

already done so, to the trust serving as a funding vehicle for that plan as follows:


	•	If the NEO is a participant in the MIP Adjustment Supplement under the SMPP, the Company shall fund the trust with sufficient assets to pay the NEO’s accrued benefit under the MIP Adjustment Supplement within five days of the date of termination; or

	•	If the NEO is eligible to receive the Early Retirement Supplement under the SMPP, the Company shall fund the trust with sufficient assets to pay the NEO’s accrued benefit under the Early Retirement Supplement, within five days following the later to occur of (i) the date of termination, or (ii) the benefit commencement date with respect to the NEO’s Early Retirement Supplement.

Termination for Cause; Termination ~~By Executive Officer~~by NEO Other than for Good Reason; Termination by Death or ~~Disability.~~Disability. If, within two years following a change in control, the NEO’s employment is terminated by the NEO ~~terminates his employment~~ other than for ~~Good Reason~~good reason or ~~the NEO’s employment is terminated~~ by the Company for cause or because of death or disability, the NEO or the legal representatives of the NEO in the case of the NEO’s death, ~~will~~would receive obligations accrued or earned and vested (if applicable) by the NEO as of the date of termination (e.g., earned salary).

Change in ~~Control.~~Control. For purposes of payments made upon termination of employment, a ~~“Change~~“change in ~~Control”~~control” means:


	•	the acquisition of direct or indirect beneficial ownership of 50% or more of the combined voting power of the Company’s outstanding voting securities by any person, entity or group, excluding the Company, its subsidiaries, any employee benefit plan of the Company or its subsidiaries, and any purchaser or group of purchasers who are descendants of, or entities controlled by descendants of, ~~P.H.~~P. H. Glatfelter;

	•	in any twelve (12) month period, the ceasing of individuals who constitute the Board to constitute at least a majority of the Board; or

	•	the consummation of (i) a reorganization, merger or consolidation in which shareholders of the Company immediately prior to such event do not, immediately thereafter, beneficially own more than 50% of the combined voting power of the reorganized, merged or consolidated company’s then outstanding voting securities or (ii) a liquidation or dissolution of the Company, or the sale of all or substantially all of the assets of the Company, to a Third Party.

~~Cause.~~Cause. For purposes of payments made upon termination of employment “cause” means:


	•	acts of personal dishonesty intended to result in substantial personal enrichment of the NEO at the expense of the Company;

	•	repeated violation by the NEO of his obligations under the Change in Control Employment Agreement, which are demonstrably willful and deliberate and which are not remedied in a reasonable period of time after receipt of written notice from the Company;

	•	violation of any of the Company’s policies, including, but not limited to, policies regarding sexual harassment, insider trading, confidentiality, non-disclosure, non-competition, non-disparagement, substance abuse and conflicts of interest and any other written policy of the Company; or

	•	the conviction of a felony.

Good ~~Reason.~~Reason. For purposes of payments made upon termination of employment, “Good Reason” means:


	•	the assignment to the NEO of any duties inconsistent with his position, authority, duties or responsibilities, or any other action by the Company which results in diminution in such position, authority, duties or responsibilities;

	•	any failure by the Company to comply with any of the provisions of the Change in Control Employment Agreement;

	•	the Company’s requiring the NEO to be based at any office or location other than that described in the Change in Control Employment Agreement; or

	•	any purported termination by the Company of the NEO’s employment other than as expressly permitted by the Change in Control Employment Agreement.

TaxGross-Up ~~Payments.~~Payments. During the two year period following a change in control, if any payment or benefit to an NEO, whether pursuant to the agreements or otherwise, is subject to the excise tax imposed by the Internal Revenue Code of 1986, as amended, on “excess parachute payments,” then an additional payment ~~will~~would be made to such NEO so that the amount he receives on a net basis ~~will~~would be the same amount that he would have received absent the applicability of the excise tax.

~~409A.~~409A. The Change in Control Employment Agreement includes provisions in the nature of nonqualified deferred compensation which must conform to the requirements of IRC section ~~409A of the Internal Revenue Code.~~409A. Certain payments triggered by termination of employment following a change in control, for persons who are “key employees” under IRS rules,

-34-

cannot begin before six months after termination of employment.

~~-27-~~

New Change in Control Employment Agreements. On March 7, 2008, the Company entered into new Change in Control Employment Agreements with Messrs. Glatfelter, Jacunski, Norton, Rapp and Parrini. The material differences between the new Change in Control Employment Agreements and the NEOs’ previous Change in Control Employment Agreements are as follows:


	•	the voting interest of the Company required to be acquired to constitute a change in control was reduced from 50% to 20% to better align the change in control trigger with that used by the Company’s peers;

	•	for purposes of the definition of change in control, in determining whether or not a majority of the incumbent Directors have ceased to represent a majority of the Company’s Board, any Director elected to the Board as a result of an actual or threatened election contest will be excluded;

	•	during the employment period following a change in control, each NEO is now entitled to an annual bonus equal to at least the average annual bonus paid to the NEO during the three previous years (but not less than the NEO’s target bonus for the year in which the change in control occurs);

	•	the definition of cause was broadened to include illegal conduct and gross conduct that is materially injurious to the Company as well as a guilty or no contest plea to a felony which is materially injurious to the Company;

	•	with regard to a diminution of an NEO’s position, authority, duties or responsibilities, such diminution will only give the NEO good reason to terminate employment if such diminution is material;

	•	the component of each NEO’s severance benefit related to annual bonus is now based upon the average annual bonus paid to the NEO during the three previous years (but not less than the greater of the NEO’s target bonus for the year in which the change in control occurs and the target bonus for the fiscal year during which the termination occurs); and

	•	the acceleration of certain non-vested benefits under non-qualified plans was deleted because such acceleration is impermissible under IRC Section 409A.

SERP. In the event of a change of control, each SERP participant’s ~~right~~rights under the SERP ~~becomes~~become fixed and non-forfeitable with respect to accrued benefits on that date of the change in control. In addition, the designated percentage of the participant’s final average compensation payable under the FAC Pension (before adjustment for offsets) is fixed at 55 percent.

SOSARs and RSUs. Upon a change in control, all of the RSUs that have been held for at least six months become immediately and unconditionally vested, and the restrictions with respect to such RSUs lapse. Similarly, upon a change in control, all outstanding SOSARs will become immediately and unconditionally vested For the purposes of both SOSARs and RSUs, a change in control means:


	•	the acquisition, by a third party, of beneficial ownership of 50% or more of the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors;

	•	individuals who constitute the Board at the time the SOSAR or RSU is granted (the “Incumbent Directors”) cease to constitute at least a majority of the Board, provided that any person becoming a director whose election or nomination was approved by a vote of at least a majority of the Incumbent Directors who are Directors at the time of such vote shall be an Incumbent Director; or

	•	consummation of (i) a reorganization, merger or consolidation, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation (other than the acquiror) do not, immediately thereafter, beneficially own more than 50% of the combined voting power of the reorganized, merged or consolidated company, or (ii) a liquidation or dissolution of the Company or the sale of all or substantially all of the assets of the Company to a third party.

In addition to the foregoing, a change in control with respect to an individual NEO shall be deemed to occur if the NEO’s employment with the Company is terminated prior to the date on which a change in control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a change in control or (ii) otherwise arose in connection with or anticipation of a change in control.

Accrued Pay and Regular Retirement Benefits

In addition to the benefits described above, the NEOs are also entitled to certain payments and benefits upon termination of employment that are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. These include:


	•	Accrued salary and vacation pay;

-35-


	•	Vested interests under the Qualified Pension Plan, as described in Pension Benefits on pages 2017 through 2220 of this proxy statement;

	•	Life insurance benefits; and

	•	Distributions of plan balances under the Company’s 401(k) plan.

Similarly, except as described above, upon termination of employment, an NEO’s options and restricted stock unit awards are subject to the terms applicable to all recipients of such awards under the Company’s applicable plans. The Company is not obligated to provide any special accelerated vesting of NEOs’ options or restricted stock unit awards.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions Policy

The Nominating and Corporate Governance Committee (or its Chair, under some circumstances) will review the relevant facts of all proposed Related Person Transactions and either approve or disapprove of the entry into the Related Person Transaction. In ~~March~~ 2007, ~~the Board adopted a policy relating to approval or ratification of “Related~~there were no Related Person Transactions.” Under ~~the Company’s~~this written policy, a “Related Person Transaction” is generally a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which ~~the~~P.H. Glatfelter Company (the “Company”) was, is or will be a participant and the amount involved exceeds $100,000, and in which any Related Person had, has or will have a direct or indirect material interest. A “Related Person” is generally any person who is, or at any time since the beginning of the Company’s last fiscal year was, (i) a Director or executive officer of the Company or a nominee to become a Director of the Company; (ii) any person who is known to be the beneficial owner of more than 5% of any class of the Company’s voting securities; (iii) any immediate family member of any of the foregoing persons; or (iv) any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or inholds a similar position, or in which such person has a 5% or greater beneficial ownership interest.

No Director may participate in any consideration or approval of a Related Person Transaction with respect to which he or she or any of his or her immediate family members is the Related Person. Related Person Transactions are approved only if they are determined to be in, or not inconsistent with, the best interests of the Company and its shareholders.

If a ~~related~~Related Person Transaction that has not been previously approved or previously ratified is discovered, the Nominating and Corporate Governance Committee, or its Chair, will promptly consider all of the relevant facts. If the transaction is ongoing, the Committee will consider all options and may ratify, amend or terminate the Related Person Transaction. If the transaction has been completed, the Committee will consider if rescission of the transaction is appropriate and whether disciplinary action is warranted. In addition, the Committee will review all ongoing Related Person Transactions on an annual basis to determine whether to continue, modify or terminate the Related Person Transaction.

In reviewing the relevant facts of all proposed Related Person Transactions, the Nominating and Corporate Governance Committee, or its Chair, will take into account, among other factors it deems appropriate:


	•	The benefits to the Company of the transactions;

	•	The impact on a Director’s independence, in the event the “Related Person” is a Director, an immediate family member of a Director or an entity in which a Director is a partner, shareholder or executive officer;

	•	The availability of other sources for comparable products or services;

	•	The terms of the transaction; and

	•	The terms available to unrelated third parties or to employees generally.

~~Prior~~To the extent that the Nominating and Corporate Governance Committee, or its Chair, needs additional information to make an informed decision regarding a proposed Related Person Transaction, the ~~approval~~Nominating and Corporate Governance Committee, or its Chair, may consult with management of the ~~policy,~~Company or other members of the Board ~~or independent committee thereof approved all transactions with related parties.~~

~~Related Party Transactions~~

~~PNC Bank, National Association (“PNC Bank”), an indirect subsidiary~~ of PNC Financial Services Group, Inc., has a banking relationship with the Company and provides general banking services and credit facilities. PNC Bank is one of the lending institutions and is agent for the banks under a Credit Agreement dated April 3, 2006, as amended, which includes a $200 million revolver and a $100 million term loan. PNC Bank’s committed share of this revolver and term loan is $20 million and $10 million, respectively. As of December 31, 2006, the Company’s borrowing under the revolver and term loan was approximately $64.8 million and $96 million, respectively, of which PNC Bank’s portion was approximately $6.48 million and $9.6 million, respectively. All transactions between the Company and PNC Bank have been made in the ordinary course of business, on substantially the same terms as those prevailing at the time for comparable transactions with other persons, and did not involve more than the normal risk of collectability or present other unfavorable features. PNC Bank serves as a trustee for certain trusts of the Glatfelter family. During 2006, PNC Bank beneficially owned more than five percent of the Company’s outstanding common stock. However, on a

~~-28-~~

~~Schedule 13G/A filed on February 13, 2007, PNC Bank indicated that, on or before December 31, 2006, it had ceased to beneficially own more than five percent of the class of securities~~Directors of the Company.

During 2006, John van Roden served as an executive officer of the Company. On December 31, 2006, Mr. van Roden retired from the Company. On February 27, 2007, the Company executed a consulting agreement with Mr. van Roden effective as of January 1, 2007. Pursuant to the Consulting Agreement, which was approved by the Compensation Committee, Mr. van Roden will oversee the execution of the Company’s previously announced plan to sell certain of its timberlands and provide certain other services as assigned by the Company’s Chief Executive Officer. In exchange for such services, the Company will pay Mr. van Roden $16,000 per month and Mr. van Roden is eligible for a $50,000 performance bonus upon the satisfactory execution of the projects and achievement of certain financial goals as outlined by the Company’s Chief Executive Officer. The initial period of work under the Consulting Agreement is twelve months.

Compensation Committee Interlocks and Insider ~~Participation.~~Participation.

The current members of the Company’s Compensation Committee are Kathleen A. Dahlberg (Chair), Nicholas DeBenedictis, Ronald J. Naples, ~~and~~ Richard L. ~~Smoot.~~Smoot and Lee Stewart. No executive officer of the Company has served as a Director or member of the ~~compensation committee~~Compensation Committee (or other committee serving an equivalent function) of any other entity whose executive officers served as a Director or member of the Compensation Committee of the Company.

~~-29-~~-36-

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, ~~2006~~2007 with the Company’s management and its independent auditors. The Company’s management has advised the Audit Committee that such audited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.

The Audit Committee has discussed with Deloitte & Touche LLP (“Deloitte”), the Company’s independent registered public accounting firm, certain matters required to be discussed by Statement on Auditing Standards No. ~~61,~~114,Communication with Audit ~~Committees.~~Committees. The Audit Committee has also discussed with Deloitte their independence from the Company and its management. The Audit Committee has received the written disclosures and letter from Deloitte required by Independence Standards Board Standard No. 1,Independence Discussions with Audit Committees, disclosing all relationships between Deloitte and its related entities and the Company. In addition to the information provided by Deloitte, the Audit Committee considered the level of non-audit and tax services provided by Deloitte in determining that it was independent.

Based on the review and discussions described above, the Audit Committee has recommended to the Company’s Board that the Company’s audited consolidated financial statements be included in the Company’s Annual Report onForm 10-K for the year ended December 31, ~~2006,~~2007, for filing with the SEC.

J. Robert Hall (Chair)

Nicholas DeBenedictis

Richard C. Ill

Ronald J. Naples

~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

~~Who are the Company’s auditors?~~

The Company’s Audit Committee has selected Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte”), as the Company’s independent registered public accounting firm, to audit the consolidated financial statements of the Company and its consolidated subsidiaries for the year ending December 31, 2006. A Deloitte representative is expected to attend the Annual Meeting, will be given the opportunity to make a statement if he or she chooses to do so, and will be available to respond to appropriate shareholder questions.

~~What did the Company pay its auditors in 2006 and 2005?~~

~~For the years ended December 31, 2006 and 2005, the aggregate fees billed to the Company by Deloitte were as follows:~~

2006 2005

Audit Fees (1) $ 2,096,532 $ 1,439,410
Audit-Related Fees (2) 15,000 155,160
Tax Fees (3) 314,995 403,921
All Other Fees (4) — —

Total Fees $ 2,426,527 $ 1,998,491

All services rendered for the Company by Deloitte in 2006 were permissible under applicable laws and regulations, and were pre-approved by the Audit Committee. The Audit Committee’s Audit and Non-Audit Services Pre-Approval Policy provides for the pre-approval of audit and non-audit services performed by our independent registered public accounting firm. Under the policy, the Audit Committee may pre-approve specific services, including fee levels, by the independent registered public accounting firm in a designated category (audit, audit-related, tax services and all other services). The Audit Committee may delegate, in writing, this authority to one or more of its members, provided that the member or members to whom such authority is delegated must report their decisions to the Audit Committee at its next scheduled meeting.


~~(1)~~	Audit Fees — For professional services performed by Deloitte for the audit of the Company’s annual consolidated financial statements, review of consolidated financial statements included in the Company’s Quarterly Reports on~~Form 10-Q,~~ ~~Sarbanes-Oxley Section 404 attestation services and services that are normally provided in connection with statutory and regulatory filings or engagements.~~

~~(2)~~	Audit-Related Fees — For assurance and related services performed by Deloitte that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under footnote No. 1 above. This includes due diligence services related to potential acquisitions.

~~(3)~~	Tax Fees — For professional services performed by Deloitte with respect to tax compliance, tax advice and tax planning. With respect to amounts reported for 2005, this includes preparation of original and amended tax returns for the Company and its consolidated subsidiaries; tax planning and consultations; payment planning; tax audit assistance; and tax work stemming from “Audit-Related” items.

~~(4)~~	~~All Other Fees — For other permissible work performed by Deloitte that does not meet the above category descriptions.~~

~~-30-~~

ANNUAL REPORT ONFORM 10-K

Copies of the Company’s Annual Report onForm 10-K for the year ended December 31, ~~2006,~~2007, as filed with the SEC, are being mailed to shareholders with this ~~Proxy Statement.~~proxy statement. A shareholder may obtain a copy of the Annual Report without charge by writing to: Investor Relations, P. H. Glatfelter Company, 96 South George Street, Suite 500, York, PA 17401. The10-K, proxy statement and Annual Report can also be obtained through our website, www.glatfelter.com.

OTHER BUSINESS

As of the date of this ~~Proxy Statement,~~proxy statement, the Board knows of no business that will be presented for consideration at the Annual Meeting other than the items referred to above. If any other matter is properly brought before the Meeting for action by shareholders, the persons named in the accompanying proxy will have discretionary authority to vote proxies with respect to such matter in accordance with their best judgment.

ADDITIONAL INFORMATION

The Company is permitted by SEC regulations to deliver a single Annual Report or ~~Proxy Statement~~proxy statement to any household at which two or more registered shareholders have the same last name and address, unless the Company has received instructions to the contrary from one or more of the shareholders. The Company will continue to include a separate proxy card for each registered shareholder account.

The Company will deliver promptly, upon written or oral request, a separate copy of the Annual Report or ~~Proxy Statement,~~proxy statement, as applicable, to a shareholder at a shared address to which a single copy of the documents was delivered. The shareholder should send a written request to Investor Relations, P. H. Glatfelter Company, 96 South George Street, Suite 500, York, PA 17401, or call us at(717) ~~225-4711,~~225-2724, if the shareholder (i) wishes to receive a separate copy of an Annual Report or ~~Proxy Statement~~proxy statement for this Meeting; (ii) would like to receive separate copies of those materials for future meetings; or (iii) is sharing an address and wishes to request delivery of a single copy of Annual Reports or ~~Proxy Statements~~proxy statements if the shareholder is now receiving multiple copies of Annual Reports or ~~Proxy Statements.~~proxy statements.

Jeffrey J. Norton

Vice President,

General Counsel and Corporate Secretary

March ~~28, 2007~~21, 2008

~~-31-~~-37-


~~PROXY~~		~~P. H. GLATFELTER COMPANY~~Appendix A
		~~YORK, PENNSYLVANIA~~

~~PROXY SOLICITED ON BEHALF OF THE~~
~~BOARD OF DIRECTORS OF THE COMPANY FOR THE ANNUAL MEETING~~
~~OF SHAREHOLDERS TO BE HELD MAY 3, 2007, 10:00 A. M.~~

The undersigned shareholders of P. H. Glatfelter Company hereby appoints J. Robert Hall and Richard L. Smoot, each of them, attorneys and proxies, with power of substitution in each of them, to vote and act for and on behalf

RESOLVED, that Section 2.1 of the ~~undersigned~~Company’s By-Laws, as amended, be, and hereby is, amended to read in full as follows:

“2.1 NUMBER AND TERM. The Board of Directors shall consist of eight persons, comprising two classes of three directors each and one class of two directors. Notwithstanding the foregoing, commencing with the election of directors at the 2009 annual meeting of shareholders of the Company, ~~to be held at the~~~~York Expo Center, 334 Carlisle Avenue, York, Pennsylvania in~~ the ~~White Rose Room,~~ ~~on Thursday, May 3, 2007, and at all adjournments thereof, according~~Board of Directors shall consist of eight persons comprised of one class each serving a term of one year; provided that this By-Law shall not affect the unexpired terms of directors elected prior to the ~~number~~2009 annual meeting of shares which the undersigned would be entitled to vote if then personally present, as indicated hereon and in their discretion upon such other business as may come before the meeting and hereby ratifies and confirms all that said attorneys and proxies may do or cause to be done by virtue hereof.

When properly executed, this proxy will be voted as directed herein. It is agreed that, if no direction is given or directed on the other side of this proxy card, said attorneys and proxies are appointed WITH authority to vote FOR the re-election of eachshareholders of the ~~directors listed.~~

~~(PLEASE FILL IN, SIGN AND DATE ON THE OTHER SIDE AND~~
~~RETURN PROMPTLY IN THE ENCLOSED ENVELOPE)~~

~~(Continued and to be signed on reverse side)~~

~~Driving Instructions~~
~~to the~~
~~York Expo Center, 334 Carlisle Avenue, York, Pennsylvania~~

~~From the South:~~
Take I-83 North to Exit 15 (Old Exit 5) S. George Street — Business 83. Turn left at first traffic light. Follow Country Club Road to Richland Avenue to Market Street. Turn left on Market Street to York Fair Grounds.

~~From the North:~~
~~Take I-83 to Exit 22 (Old Exit 10) N. George Street. At first traffic light, take Route 30 West to Carlisle Avenue (Rte.74) exit. Turn left on Carlisle Avenue to York Fair Grounds.~~

~~From the East:~~
~~Take Route 30 West to Carlisle Avenue (Rte. 74) exit. Turn left on Carlisle Avenue to York Fair Grounds.~~

~~From the West:~~
Take Route 462 (W. Market Street) from Route 30. Follow Market Street to Highland Avenue. Turn left on Highland Avenue and continue to Bannister. Turn right to Carlisle Avenue. Turn right to York Fair Grounds.Company.”

A-1


x Please mark your votes as in this example.		~~Please mark your~~ ~~votes as in this~~ ~~example.~~x

~~THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR THE FOLLOWING DIRECTORS~~


		Please Mark Here for Address Change or Comments SEE REVERSE SIDE		o

THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR THE
FOLLOWING DIRECTORS

1. Proposition 1: Election of Directors


VOTE FOR all nominees listed at right, except as indicated below o	VOTE WITHHELD for all nominees o	Term expiring in 2011 01 Nicholas DeBenedictis 02 J. Robert Hall
	~~right, except as indicated below~~	~~for all nominees~~
~~Election of Directors~~To withhold authority for any individual nominee, write that nominee’s name in the space below.
	o	o

~~Term expiring in 2010~~

~~Kathleen A. Dahlberg~~
~~Richard C. Ill~~
~~Lee C. Stewart~~

~~To withhold authority for any individual nominee, write that nominee’s name in the space below.~~

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE

THE BOARD OF DIRECTORS RECOMMENDS VOTING ‘FOR’ THE
FOLLOWING PROPOSALS


~~Signature~~ Proposition 2:	~~Date~~ Amendment of the Company’s By-Laws to phase out the Company’s classified Board structure	~~Signature~~FOR o	~~Date~~AGAINST o	ABSTAIN o


Proposition 3:	Ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2008	~~IF HELD JOINTLY~~FOR o	AGAINST o	ABSTAIN o

~~Note:~~~~Signature should be the same as the name printed above. Executors, administrators, trustees, guardians, attorneys, and officers of corporations should add their title when signing.~~

~~RSVP~~RSVP:We request that you advise us of your intention to attend the annual meeting in person so that we can make arrangements for suitable accommodations. (Your failure to advise us of your intentions will not prevent you from attending the meeting in person.)


			I will attend in person	o

Signature
Date Signature Date
IF HELD JOINTLY
Note: Signature should be the same as the name printed above. Executors, administrators, trustees, guardians, attorneys, and officers of corporations should add their title when signing.
5FOLD AND DETACH HERE5
ChooseMLink^SMfor fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on toInvestor ServiceDirect^{^®}at www.bnymellon.com/shareowner/isd where step-by-step instructions will ~~attend in person [ ]~~prompt you through enrollment.

PROXY


		P. H. GLATFELTER COMPANY YORK, PENNSYLVANIA

		PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 1, 2008,10:00 A. M.

		The undersigned shareholder(s) of P. H. Glatfelter Company (the “Company”) hereby appoints Kathleen A. Dahlberg and Lee C. Stewart, each of them, attorneys and proxies, with power of substitution in each of them, to vote and act for and on behalf of the undersigned at the annual meeting of shareholders of the Company to be held at theYork Expo Center, 334 Carlisle Avenue, York, Pennsylvania in the White Rose Room, on Thursday, May 1, 2008, and at all adjournments thereof, according to the number of shares which the undersigned would be entiteld to vote if then personally present, as indicated hereon and in their discretion upon such other business as may come before the meeting and hereby ratifies and confirms all that said attorneys and proxies may do or cause to be done by virtue hereof.

		When properly executed, this proxy will be voted as directed herein. It is agreed that, if no direction is given or directed on the other side of this proxy card, said attorneys and proxies are appointed WITH authority to vote FOR the re-election of each of the directors listed, FOR Proposal No. 2 and FOR Proposal No. 3.

		(PLEASE FILL IN, SIGN AND DATE ON THE OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE)

		(Continued and to be signed on reverse side)

		Address Change/Comments (Mark the corresponding box on the reverse side)

5FOLD AND DETACH HERE5

Driving Instructions
to the
York Expo Center, 334 Carlisle Avenue, York, Pennsylvania

From the South:
Take I-83 North to Exit 15 (Old Exit 5) S. George Street-Business 83. Turn left at first traffic light. Follow Country Club Road to Richland Avenue to Market Street. Turn left on Market Street to York Fair Grounds.

From the North:
Take I-83 to Exit 22 (Old Exit 10) N. George Street. At first traffic light, take Route 30 West to Carlisle Avenue (Rte.74) exit. Turn left on Carlisle Avenue to York Fair Grounds.

From the East:
Take Route 30 West to Carlisle Avenue (Rte. 74) exit. Turn left on Carlisle Avenue to York Fair Grounds.

From the West:
Take Route 462 (W. Market Street) from Route 30. Follow Market Street to Highland Avenue. Turn left on Highland Avenue and continue to Bannister. Turn right to Carlisle Avenue. Turn right to York Fair Grounds.

o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to §240.14a-12


	Page


About the Meeting		1

Ownership of Company Stock		3

Security Ownership of Certain Beneficial Owners and Management		3

Equity Compensation Plan Information		56

Section 16(a) Beneficial Ownership Reporting Compliance		56

Proposal 1: Election of Directors		67

Proposal 2: By-Laws Amendment		8

Proposal 3: Ratification of Appointment of Deloitte & Touche LLP		8

Corporate Governance and Board of Directors		710

~~Non-Employee~~ Director Compensation		1014

Executive Compensation		1216

Compensation Discussion & Analysis		1216

Report of the Compensation Committee		1620

Summary Compensation Table		1721

Grants of Plan-Based Awards		1823

Outstanding Equity Awards		1924

Option Exercises and Stock Vested		1925

Pension Benefits		2026

Nonqualified Deferred Compensation		22
28
~~Employment, Termination of Employment and Change in Control Employment Agreements~~		22

Potential Payments Upon Termination or ~~Change in Control~~Change-In-Control		2329

Certain Relationships and Related Transactions		2836

Report of the Audit Committee		3037

~~Independent Registered Public Accounting Firm~~		30

Annual Report onForm 10-K		3137

Other Business		3137

Additional Information		3137


~~(6)~~(7)	Mr. ~~van Roden, who served as Chief Financial Officer during~~Rapp’s cash compensation is paid in Euros (€) and amounts presented here have been converted to United States dollars ($) using the average exchange rate for 2007 of 1.3707. Mr. Rapp’s cash compensation (not including automobile expense reimbursement) was €99,206 for 2006 ~~until July 1st, retired as Executive Vice President on~~and €246,826 for 2007. Mr. Rapp joined the Company in August of 2006.

(8)	Represents Mr. Rapp’s salary from August 2006 (when he joined the Company) through December ~~31,~~ 2006.

þ		No fee required.
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)		Title of each class of securities to which transaction applies:




	(2)		Aggregate number of securities to which transaction applies:




	(3)		Per unit or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):




	(4)		Proposed maximum aggregate value of transaction:




	(5)		Total fee paid:

o		Fee paid previously with preliminary materials.

o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)		Amount Previously Paid:




	(2)		Form, Schedule or Registration Statement No.:




	(3)		Filing Party:




	(4)		Date Filed:


	•	the review and recommendation for approval by the Board of the Company’s operating and capital budgets;

	•	the review of the performance of the Company’s pension funds and approval of the Company’s recommendations regarding investment objectives, strategiesand/or managers as warranted;

	•	the review of the range of investment vehicles ~~available~~ava ilable to participants under the Company’s 401(k) Plan and the availability of Company stock as an investment option under the 401(k) Plan;

	•	overseeing development and monitoring execution of the Company’s financial policies, including financial objectives, strategies and plans and the execution thereof, exclusive of accounting and other matters, which are within the oversight responsibilities of the Audit Committee; and

	•	convening, at the request of the Board, for the purposes of providing insight and guidance on other issues of financial significance, including any long-term financial plans of the Company.


	•	provides advice to the Board regarding all corporate governance matters (including the Company’s Code of Business Conduct and the Code of Business Ethics for the CEO and Senior Financial Officers);

	•	makes nominations of Directors and officers of the Company;

	•	makes recommendations to the Board regarding the Board’s size and composition and the tenure and retirement age of Directors;

	•	reviews the qualifications of candidates for the Board and recommends to the ~~Directors~~Board the nominees for election to the Board at each annual meeting;

	•	considers nominees recommended by shareholders;

	•	nominates persons to fill vacancies on the Board occurring between annual meetings;

	•	nominates Directors for committee membership and committee chairpersons;

	•	reviews and approves related party transactions; and

	•	reviews and approves Company contributions to affiliated persons or entities and Company contributions in excess of $25,000, per year to any other person or entity.


(1)	On October 29, 2007, Abitibi-Consolidated Inc. and Bowater Incorporated merged.


	401(k)				RSU						401(k)				RSU
	Match		Perquisites		Dividends		Other		Total		Match		Perquisites		Dividends		Other		Total


2007


Glatfelter	$	1,813	$	0	$	29,286	$	25	$	31,124	$	3,375	$	0	$	36,968	$	25	$	40,368
Jacunski		2,633		0		5,616		0		8,249		3,728		0		8,412		0		12,140
Parrini		3,300		7,884		11,556		0		22,740		3,875		7,884		16,083		0		27,842
van Roden		2,200		3,900		6,840		14,400		27,340
Yanavitch		2,940		300		6,012		0		9,252
Norton												3,726		0		4,401		0		8,127
Rapp												0		13,692		3,157		1,368		18,217

2006

Glatfelter												1,813		0		29,286		25		31,124
Jacunski												2,633		0		5,616		0		8,249
Parrini												3,300		7,884		11,556		0		22,740
Norton												3,206		0		2,385		0		5,591
Rapp												0		1,141		0		0		1,141


									All Other Stock
			Estimated Possible Payouts Under						Awards: Number		Grant Date Fair Value
			Non-Equity Incentive Plan Awards (1)						of Shares of Stock		of Stock and Option
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		or Units (#) (2)		Awards ($)


G. H. Glatfelter II		—		152,910		382,276		764,552
		6/7/2006								26,100		417,861

J. P. Jacunski		—		47,701		119,254		238,508
		6/7/2006								7,600		121,676

D. C. Parrini		—		77,157		192,892		385,784
		6/7/2006								13,600		217,736

J. C. van Roden		—		62,287		155,178		311,436

W. T. Yanavitch II		—		34,272		85,680		171,360
		6/7/2006								5,400		86,454


		Number of Years		Present Value of Accumulated		Payments During
		Credited Services		Benefit		Last Fiscal Year
Name	Plan Name	(#)		($)		($)


G. H. Glatfelter II	Pension Plan		30		816,000		0
	SERP		30		2,021,000		0
J. P. Jacunski	Pension Plan		3		28,000		0
	SERP		3		5,000		0
D. C. Parrini	Pension Plan		9		118,000		0
	SERP		9		144,000		0
J. C. van Roden	Pension Plan		3		107,000		0
	SERP		3		147,000		0
W. T. Yanavitch II	Pension Plan		6		64,000		0
	SERP		6		17,000		0


		Performance
		Graph
Compensation Peer Group		Peer Group


PACKAGING CORP OF AMERICA		No
PIONEER COMPANIES INC		No
POPE & TALBOT INC		No
POTLATCH CORP		No
RAYONIER INC		No
ROCK-TENN CO		No
SCHWEITZER-MAUDUIT INTL INC		Yes
SONOCO PRODUCTS ~~COMPANY~~CO		No
TREX ~~COMPANY, INC.~~CO INC		No
WAUSAU PAPER ~~CORP.~~CORP		Yes


					Cash Payment
			Cash Payment of		of Unvested		Present Value
	Cash Severance		Present Value of		Section 401(k)		of Welfare
	Payment/Accrued		Incremental		Company		Benefits		Excise Tax
Executive/Type of Termination	Obligations (1)		Pension Benefit (2)		Match (3)		Continuation (4)		Gross-Up		Total (5)


George H. Glatfelter II
Death	$	62,597	$	—	$	—	$	—	$	—	$	62,597
Disability		62,597		—		—		—		—		62,597
Termination by Company for Cause/by Executive Without Good Reason		62,597		—		—		—		—		62,597
Termination by Executive for Good Reason/by Company Other Than for Cause, Death, Disability		1,800,921		—		—		41,296		—		1,842,217

John P. Jacunski
Death		20,385		—		—		—		—		20,385
Disability		20,385		—		—		—		—		20,385
Termination by Company for Cause/by Executive Without Good Reason		20,385		—		—		—		—		20,385
Termination by Executive for Good Reason/by Company Other Than for Cause, Death, Disability		730,401		—		5,874		27,314		—		763,590

Dante C. Parrini
Death		33,722		—		—		—		—		33,722
Disability		33,722		—		—		—		—		33,722
Termination by Company for Cause/by Executive Without Good Reason		33,722		—		—		—		—		33,722
Termination by Executive for Good Reason/by Company Other Than for Cause, Death, Disability		855,146		539,000		—		35,662		573,735		2,003,542

John C. van Roden (6)
Death		N/A		N/A		N/A		N/A		N/A		N/A
Disability		N/A		N/A		N/A		N/A		N/A		N/A
Termination by Company for Cause/by Executive Without Good Reason		N/A		N/A		N/A		N/A		N/A		N/A
Termination by Executive for Good Reason/by Company Other Than for Cause, Death, Disability		N/A		N/A		N/A		N/A		N/A		N/A

William T. Yanavitch II
Death		16,477		—		—		—		—		16,477
Disability		16,477		—		—		—		—		16,477
Termination by Company for Cause/by Executive Without Good Reason		16,477		—		—		—		—		16,477
Termination by Executive for Good Reason/by Company Other Than for Cause, Death, Disability		444,877		—		—		26,522		—		471,399


	2006		2005


Audit Fees (1)	$	2,096,532	$	1,439,410
Audit-Related Fees (2)		15,000		155,160
Tax Fees (3)		314,995		403,921
All Other Fees (4)		—		—

Total Fees	$	2,426,527	$	1,998,491