Exhibit 10.9


AMENDMENT NO. 3 TO
STOCKHOLDERS AGREEMENT


AMENDMENT NO. 3, dated as of
July 20, 2006 (this “Amendment No. 3”), by and among Graphic Packaging
Corporation (formerly known as Riverwood Holding, Inc.), a Delaware corporation
(the “Company”), the persons listed on Schedule I hereto (each, a “Family
Stockholder” and, collectively, the “Family Stockholders”), Clayton,
Dubilier & Rice Fund V Limited Partnership (the “CDR Fund”) and EXOR
Group S.A. (“Exor”), to the Stockholders Agreement, dated as of March
25, 2003, as amended by Amendment No. 1, dated as of April 29, 2003, and
Amendment No. 2, dated as of June 12, 2003 (as so amended, the “Original
Agreement”), by and among the Company, the Family Stockholders, the CDR
Fund and Exor.  Capitalized terms used
but not defined herein shall have the meanings given to such terms in the
Original Agreement, and all references to Articles and Sections herein are
references to Articles and Sections of the Original Agreement.


The parties hereby agree as
follows:


1.             Amendment
to Section 2.1(d)(i).  Section
2.1(d)(i) is hereby amended to delete the first sentence thereof in its
entirety and to substitute in lieu thereof the following:


“Each
of the directors other than the Family Designee, the CDR Designee, the Exor Designee
and Stephen M. Humphrey or, if Stephen M. Humphrey has ceased to serve as the
Chief Executive Officer of the Company, the then serving chief executive
officer of the Company (the “Other Directors”) shall be an Independent
Director designated for nomination by the Nominating and Corporate Governance
Committee of the Board.”


2.             Amendment
to Section 2.1(d)(ii).  Section
2.1(d)(ii) is hereby amended to delete the second (final) sentence thereof in
its entirety and to substitute in lieu thereof the following:


“In
such event, the Board seat formerly occupied by such designee shall become a
seat for an additional Other Director to be selected as provided in this
Section 2.1(d).  Upon Stephen M. Humphrey’s
ceasing to serve as the Chief Executive Officer of the Company, his Board seat
shall be made available to each subsequent Chief Executive Officer of the
Company elected by the Board, to serve for the duration of his or her service
in that capacity.”


3.             Confirmation
of Original Agreement.  Except as
expressly modified by this Amendment No. 3, all provisions of the Original
Agreement remain unmodified and in full force and effect.  This Amendment will be governed by all of the
Miscellaneous provisions of Article VI.









 



 


IN WITNESS WHEREOF, the
parties hereto have duly executed this Amendment No. 3 by their authorized
representatives as of the date first above written.


	
  

  	
  GRAPHIC
  PACKAGING CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen M.
  Humphrey

  
	
   

  	
   

  	
  Name: Stephen M. Humphrey

  
	
   

  	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CLAYTON, DUBILIER & RICE FUND V LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  CD&R Associates V Limited Partnership, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  CD&R Investment Associates II, Inc., its managing general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Kevin J. Conway

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: Kevin J. Conway

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Vice President, Secretary and

  Assistant Treasurer

  



 


	
  

  	
  EXOR GROUP S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter J.
  Rothenberg

  
	
   

  	
   

  	
  Name: Peter J. Rothenberg

  
	
   

  	
   

  	
  Title: Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JEFFREY H. COORS, as
  Family Representative of the 

  
	
   

  	
   

  	
  Family Stockholders Listed in Schedule I

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Jeffrey H. Coors

  
	
   

  	
   

  	
  Name:  Jeffrey H. Coors

  



 









 



 


Schedule I


Family
Stockholders


 


1.                                       Adolph Coors, Jr. Trust dated September 12, 1969


2.                                       Augusta Coors Collbran Trust dated July 5, 1946


3.                                       Bertha Coors Munroe Trust dated July 5, 1946


4.                                       Grover C. Coors Trust dated August 7, 1952


5.                                       Herman F. Coors Trust dated July 5, 1946


6.                                       Janet H. Coors Irrevocable
Trust FBO Frances M. Baker
dated July 27, 1976


7.                                       Janet H. Coors Irrevocable
Trust FBO Frank E. Ferrin
dated July 27, 1976


8.                                       Janet H. Coors Irrevocable
Trust FBO Joseph J. Ferrin
dated July 27, 1976


9.                                       Joseph Coors Trust dated December 14, 1988


10.                                 Louise Coors Porter Trust dated July 5, 1946


11.                                 May Kistler Coors Trust dated September 24, 1965


12.                                 Darden K. Coors


13.                                 Jeffrey H. Coors


14.                                 John K. Coors


15.                                 Joseph Coors, Jr.


16.                                 Peter H. Coors


17.                                 William K. Coors


18.                                 Adolph Coors Foundation