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                                                                  EXHIBIT 10.19




                                PROMISSORY NOTE


                  FOR VALUE RECEIVED, the undersigned Stephen M. Humphrey,
Chief Executive Officer of Riverwood International Corporation ("Executive"),
hereby promises to pay Riverwood International Corporation ("Employer"), the
principal amount of Five Million and No/100 dollars ($5,000,000), in lawful
money of the United States of America and in immediately available funds on
March 26, 2002, together with interest pursuant to paragraph 2 of this Note.
The principal sum of $5,000,000 may be adjusted from time to time as provided
below, as follows:

                  1. Repayment of Principal. The entire unpaid principal
balance of this Note shall be due and payable, together with all interest and
other charges due hereunder, on March 26, 2002 (the "Stated Maturity Date"),
unless the Note becomes (1) immediately due and payable pursuant to paragraph 4
of this Note; or (2) forgiven and not payable pursuant to paragraph 5 of this
Note.

                  2. Interest. Except as provided in the next paragraph,
interest shall not accrue or be payable on the Note, it being understood that
for federal income tax purposes interest shall be deemed to accrue at 5.49% per
annum, semi-annual compounding, which is the "short-term applicable federal
rate" (within the meaning of section 1274 of the Internal Revenue Code of 1986,
as amended) and while the Note remains outstanding Executive will be deemed to
have been paid as compensation an amount equal to such deemed accrued
interest..

                  If any payment which is to be made hereunder is not paid when
due, such payment shall bear interest, payable on demand, at a rate per annum
equal to the rate set forth above plus 2 percent (2%), but not to exceed the
maximum amount permitted by law.

                  If the payment of principal or interest on this Note becomes
payable on a Saturday, Sunday or a day on which Holding is to be closed, then
such payment shall be extended to the next succeeding business day with no
additional interest due.

                  3. Voluntary Prepayments. This Note may be prepaid in whole
or in part at any time without premium or penalty, but with interest on the
amount being prepaid through the date of prepayment, with written notice to
Employer received one (1) business day prior to such prepayment specifying the
amount of prepayment. Partial prepayments of principal shall be in whole
multiples of $1,000.


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                  4. Mandatory Prepayment. In the event a "Termination Event"
(as defined below) occurs, this Note shall automatically become due and
payable, and the Executive shall be required to prepay the outstanding
principal balance of this Note in full, on the date that is no later than
thirty (30) days after the occurrence of the Termination Event. For purposes of
this Note, a "Termination Event" shall be deemed to have occurred in the event
that (a) Executive's employment is terminated by Employer for "Cause" (as
defined in the Employment Agreement, dated as of March 26, 1997, among
Executive, Employer and Riverwood Holding, Inc. (the "Employment Agreement"))
or (b) Executive voluntarily terminates employment with Employer other than for
"Good Reason" (as defined in the Employment Agreement).

                  In addition, any payments to be made under the Agreement,
dated as of November __, 1999, between Executive and Riverwood Holding, Inc.,
in an amount not to exceed the outstanding principal hereof as of the date of
such payment shall automatically be applied in mandatory full or partial
pre-payment (as the case may be) of this Note.

                  5. Forgiveness of Loan. Subject to Section 9, this Note,
together with any accrued interest thereon, shall be forgiven, and Executive
will not be required to repay the amount stipulated in this Note, if, on or
prior to the Stated Maturity Date (a) Executive's employment terminates as a
result of his death or "Disability" (as defined in the Employment Agreement;
(b) Executive's employment is terminated by the Employer "Without Cause" (as
defined in the Employment Agreement); or (c) Executive terminates his
employment for "Good Reason" (as defined in the Employment Agreement).

                  6. Defaults. If any of the following events shall occur: (1)
Executive's failure to make the mandatory prepayment required under paragraph 4
of this Note; or (2) the appointment of a custodian, trustee, liquidator or
receiver for any of the property of, or an assignment for the benefit of
creditors by, Executive; then, at the option of Employer, this Note and all
other obligations of Executive shall become due and payable forthwith, upon
declaration to that effect by Employer, with notice to Executive, anything
contained herein or in any other document, instrument or agreement to the
contrary notwithstanding. This Note shall become immediately and automatically
due and payable, without presentment, demand, protest or notice of any kind,
upon the commencement by or against Executive of a case or proceeding under any
bankruptcy, insolvency or other law relating to the relief of debtors, the
readjustment, composition or extension of indebtedness or reorganization or
liquidation.

                  7. No Right to Continued Employment. Nothing in this Note
shall be deemed to confer on Executive any right to continue in the employ of
Employer or any of their

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respective subsidiaries, or to interfere with or limit in any way the right of
Employer or any such subsidiary to terminate such employment at any time.

                  8.    Costs. The party prevailing in any dispute regarding the
Employer's collection of this Note, enforcement of the obligations of Executive
hereunder or the administration, supervision, preservation or protection of
Employer's rights in connection herewith shall be entitled to reimbursement on
demand of all reasonable costs and expenses in connection therewith, including,
but not limited to, reasonable attorneys' fees and expenses.

                  9.    Withholding Taxes. Executive acknowledges that in the
event this Note is forgiven pursuant to Section 5, such forgiveness will be
treated as compensation income paid to Executive, and Employer will be required
to pay any required United States federal, state or local withholding taxes to
the proper governmental authority. Accordingly, notwithstanding anything herein
to the contrary, Executive shall not be relieved of any obligations with
respect to this Note or any accrued interest thereon unless Executive shall
have provided to Employer an amount sufficient to permit Employer to satisfy
any required withholding or other similar taxes that would arise as a result of
such Note forgiveness ("Withholding Taxes"). Executive agrees and acknowledges
that any amount due from Employer may, at the discretion of the Employer, be
reduced to the maximum extent permitted by applicable law by such Withholding
Taxes.

                  10.   WAIVER OF JURY TRIAL. EXECUTIVE AND HOLDING HEREBY WAIVE
THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT
OF OR IN ANY WAY CONNECTED WITH THIS NOTE OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

                  11.   GOVERNING LAW. THE PROVISIONS OF THIS NOTE SHALL BE
CONSTRUED AND INTERPRETED AND ALL RIGHTS AND OBLIGATIONS HEREUNDER DETERMINED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS.

                  12.   Advice of Counsel. Executive acknowledges that it has
had the opportunity to obtain the advice of counsel of its own choosing in
entering into this Note and the transactions contemplated hereby. Executive is
fully aware of the contents of this Note and its legal effect and is entering
into this Note without threat, coercion, fraud or duress of any kind. Executive
is not relying on any representation, statement, warranty of any party
regarding this Note or the transaction contemplated hereby.


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                  13.   Counter-Claims, Set-Off.  Executive waives the right to
interpose any counterclaim or set-off of any kind in any litigation relating to
this Note or the transaction contemplated hereby.

                  14.   Assignment. This Note shall be assignable in full or in
part by Employer without the consent of Executive. No obligation or rights of
Executive hereunder can be assigned or transferred without the prior written
consent of Employer.

                  15.   No Waiver; Cumulative Remedies. No failure on the part
of Employer to exercise, and no delay in exercising, any right, remedy or power
hereunder shall operate as waiver thereof, nor shall any single or partial
exercise by Employer of any right, remedy or power hereunder preclude any other
or future exercises of any other right, remedy or power.

                  Each and every right, remedy and power hereby granted to
Employer or allowed it by law or other agreement shall be cumulative and not
exclusive the one of any other, and may be exercised by Employer from time to
time.

                  16.   Severability. Every provision of this Note is intended
to be severable; if any term or provision of this Note shall be invalid,
illegal or unenforceable for any reason whatsoever, the validity, legality and
enforceability of the remaining provisions hereof shall not in any way be
affected or impaired.

                  17.   Headings. The section headings in this Note are for
convenience only and are not intended to affect the construction of the
provisions of this Note.

                  18.   ENTIRE AGREEMENT.  THIS NOTE REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL


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AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES CONCERNING THE SUBJECT MATTER HEREOF.

                  IN WITNESS WHEREOF, the Company and the Executive have
executed this Agreement as of November 18, 1999.

                  Principal Amount of Loan:  $5,000,000


                  Social Security Number of Executive: ###-##-####


WITNESS                                        Executive



By: /s/ Edward W. Stroetz, Jr.                 /s/ Stephen M. Humphrey
    --------------------------                 -----------------------
Name: Edward W. Stroetz, Jr.                   Stephen M. Humphrey



Date: November 18, 1999                        Date: November 18, 1999


                                               ADDRESS OF Executive:
                                               2660 Peachtree Road, N.W.
                                               Atlanta, Georgia 30305