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EXHIBIT 10.3  


EXECUTION COPY  


 
 

AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT    
  


        AMENDMENT NO. 1, dated as of April 29, 2003 (this "Amendment"), by and among 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 (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 2.5.    Section 2.5 is hereby amended by adding the following subsection: 


        "(d)
The CDR Fund shall have the right to designate B. Charles Ames as an emeritus director of the Company ("Mr. Ames") and in such
capacity Mr. Ames shall have the right to attend meetings of the Board and to receive copies of all written materials provided to the Board;  provided that Mr. Ames' position as emeritus
director shall terminate at such time as (i) the CDR Fund holds less than 5% of the Fully
Diluted shares of Common Stock and (ii) the Former Riverwood Stockholders (including the CDR Fund) hold in the aggregate less than 30% of the Fully Diluted shares of Common Stock; and  provided further, that the Board may from time to time meet without the presence of any non-management observers including Mr. Ames
should the Board so decide. Mr. Ames shall not have any right to vote on any matter presented to the Board nor shall he have any rights, duties, obligations or liability to the Company arising
out of acting as an emeritus director and observer other than as provided in this Section 2.5(d) and for breach of the CDR Fund's agreement to keep non-public information about the
Company it receives confidential." 


        2.    Amendment to Article V.    Article V is hereby amended by adding the following: 


        "Mr. Ames" has the meaning given in Section 2.5(d)." 


        3.    Confirmation of Original Agreement.    Except as expressly modified by this Amendment, 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 by their authorized representatives as of the date first above written. 



	 	 	RIVERWOOD HOLDING, INC.
	

 	
 	
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 and Secretary
	

 	
 	
EXOR GROUP S.A.
	

 	
 	
By:	
 	

/s/  PETER J. ROTHENBERG      
	 	 	 	 	
 Name: Peter J. Rothenberg

Title: Attorney-in-Fact
	

 	
 	
THE FAMILY STOCKHOLDERS LISTED

ON SCHEDULE I HERETO
	
 	
 	

By:	
 	

Jeffrey H. Coors, as Family

Representative
	

 	
 	

 	
 	

/s/  JEFFREY H. COORS      
	 	 	 	 	
 Name:  Jeffrey H. Coors

Title:    Attorney-in-Fact







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











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AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT