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                                                                    EXHIBIT 10.9

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                                GRAPHIC PACKAGING
                            EXECUTIVE INCENTIVE PLAN








                        SECOND AMENDMENT AND RESTATEMENT
                           EFFECTIVE DECEMBER 10, 2002

                   SHAREHOLDER APPROVAL OBTAINED: MAY 13, 2003



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                   GRAPHIC PACKAGING INTERNATIONAL CORPORATION
                            EXECUTIVE INCENTIVE PLAN

                            EFFECTIVE JANUARY 1, 1996
                     (AS AMENDED THROUGH DECEMBER 10, 2002)

         The name of this plan shall be the Graphic Packaging International
Corporation Executive Incentive Plan (the "Plan"). The Plan replaces any
previous annual and long-term cash incentive plans used by Graphic Packaging
International Corporation (f/k/a ACX Technologies, Inc.) (the "Company") and its
subsidiaries listed below in Section II. Eligible Participants. This plan is
effective for fiscal years commencing on and after January 1, 1996.


I.       PLAN INCLUDES:

         A.       Cash bonuses based upon predetermined financial goals; and

         B.       Equity grants of  stock options and/or restricted stock.


II.      ELIGIBLE PARTICIPANTS:

         The Company's executive officers, division presidents and select
officers.


III.     CASH BONUS OPPORTUNITY:

         A.       GOALS:

                  1.       Financial goals are approved at the beginning of each
                           year by the Company's Compensation Committee (the
                           "Committee") of the Board of Directors. Goal
                           achievement determines the bonus amount. Each year's
                           participants, financial goals and other incentive
                           compensation terms shall be set forth in writing by
                           the Committee within ninety (90) days of the
                           beginning of the period of service to which the
                           performance goal applies. For purposes of any
                           short-term bonus, the writing shall be in the form of
                           a Short Term Incentive Program (STIP) for the
                           applicable year. For purposes of any long-term bonus,
                           the writing shall be in the form of a Long Term
                           Incentive Program (LTIP) for the applicable year.


GRAPHIC PACKAGING EXECUTIVE INCENTIVE PLAN - AMENDED AND RESTATED
DECEMBER 10, 2002                                                              1
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                  2.       The Compensation Committee of the Board may select
                           from one or more of the following financial measures
                           in determining short term or long term financial
                           goals, or develop a financial measure based on, or
                           related to, any of the following: Shareholder Value,
                           Cash Flow of the Company or of the applicable
                           Business, as appropriate, Earnings Before Interest
                           and Taxes ("EBIT"), Earnings Before Interest and
                           Taxes plus Depreciation and Amortization ("EBITDA"),
                           Earnings per Share, Operating Income, Ratio of Debt
                           to EBITDA, Return on Capital, Return on Equity,
                           Return on Invested Capital, or Return on Net Assets
                           Employed. In addition the Compensation Committee of
                           the Board may approve other financial measures that
                           are deemed to be appropriate for the business. The
                           performance goals shall be set forth as an objective
                           formula or standard, and the objective formula or
                           standard will preclude discretion to increase the
                           amount of compensation payable on attainment of the
                           performance goal, all as required by Treas. Reg.
                           Section 1.162-27(e)(2)(ii) and (iii). Definitions are
                           in Section F below. Alternative financial measures
                           may be developed and applied by the Compensation
                           Committee, as determined in its discretion, without
                           amendment to the Plan.

                  3.       For short-term incentive compensation, the financial
                           goals are set each year at "target," the expected
                           performance level and a minimum performance level
                           ("threshold").

         B.       SHORT TERM BONUS AWARDS:

                  1.       Potential short term bonus awards, as a percent of
                           annual salary, are the same for all participants
                           (except for the Chief Executive Officer, and if other
                           than the Chief Executive Officer, the President) as
                           follows:

<TABLE>
<CAPTION>
                           Officers
                           --------
                           <S>                                      <C>    <C>
                           Threshold performance                    -      25%
                           Target performance                       -      50%
</TABLE>

<TABLE>
<CAPTION>

                           President and Chief Executive Officer
                           -------------------------------------
                           <S>                                      <C>    <C>
                           Threshold performance                    -      30%
                           Target performance                       -      60%
</TABLE>

                  2.       Potential short-term bonus awards are uncapped except
                           for the limitation provided in Section D.2. below.

                  3.       The Committee has the authority to reduce a
                           short-term bonus amount unilaterally and
                           retroactively, if needed in the sole discretion of
                           the Committee, to adjust for an unintended benefit,
                           or to address a specific transaction, which occurs
                           after the beginning of the year.


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DECEMBER 10, 2002                                                              2
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         C.       LONG TERM BONUS AWARDS

                  1.       The Committee has the authority to set long term
                           bonus awards based on an individual's level in the
                           organization. The awards may be based on any
                           financial measure so applied by the Compensation
                           Committee in its discretion. The Company reserves the
                           right to buy back options or restricted stock if it
                           deems doing so is appropriate.

         D.       BONUS PAYMENTS:

                  1.       All bonuses are paid net of applicable withholding
                           taxes.

                  2.       To comply with Section 162(m) of the Internal Revenue
                           Code, if, at the time the performance goal is met and
                           the amount to paid as a bonus is based, in whole or
                           in part, on a percentage of salary or base pay and
                           the dollar amount of the salary or base pay is not
                           fixed at the time the performance goal is
                           established, then the maximum bonus which may be
                           earned by any participant in any year is limited as
                           follows:

<TABLE>
                                    <S>                                         <C>     <C>
                                    Officers                                    -       $1.0 million
                                    President and Chief Executive Officer       -       $1.5 million
</TABLE>


         E.       UNUSUAL ITEMS:

                  1.       For purposes of measuring the extent to which an
                           incentive goal is achieved, the following unusual
                           items shall generally be excluded unless the
                           Committee, in its sole judgment, determines the items
                           shall be included:

                           a)       restructuring charges as defined by
                                    authoritative accounting literature;

                           b)       income or loss, including shares issued,
                                    related to acquisitions and dispositions of
                                    Businesses, Business segments or substantial
                                    assets in the year of the transaction;

                           c)       the current year effective of adopting
                                    accounting pronouncements under generally
                                    accepted accounting principles;

                           d)       legal settlements, judgments, and/or tax
                                    audit claims;

                           e)       tax effect of statutory tax rate changes;

                           f)       environmental remediation costs incurred as
                                    a result of law changes affecting prior
                                    years;

                           g)       accounting changes, extraordinary items,
                                    gain or loss on disposal of a discontinued
                                    operation and/or unusual items as reported
                                    under Accounting Principles Board Opinion
                                    No. 30;


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DECEMBER 10, 2002                                                              3
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                           h)       gains or losses from the issuance or
                                    retirement of financial instruments;

                           i)       other unusual items which are required to be
                                    shown as a separate line item on the income
                                    statement; and

                           j)       current year impact of share repurchase
                                    programs.

                           k)       other unusual or extraordinary items as
                                    deemed appropriate for the business,
                                    approved by the Compensation Committee, or
                                    pursuant to any applicable accounting rules
                                    or SEC rules.

         F.       DEFINITIONS:

                  The capitalized terms used in the Plan shall have the meanings
                  specified below, unless otherwise specified. In determining
                  the values set forth below, the Committee may choose to
                  consult the audited financial statements of the Company and/or
                  the certified public accountants that regularly audit the
                  Company's financial affairs, such determinations to be in
                  accordance with generally accepted accounting principles.

                  1.       Business means a separate line of business within the
                           Company.

                  2.       Cash Flow means one or more of the cash flow
                           components in the Statement of Cash Flows.

                  3.       Code means the Internal Revenue Code of 1986, as
                           amended.

                  4.       Divisional Net Income means the net income generated
                           by a distinct division or location of the Company
                           during a fiscal period.

                  5.       Earnings per Share means "primary earnings per
                           share."

                  6.       Earnings Before Interest and Taxes (EBIT) means
                           operating income plus other income and expense except
                           for interest and taxes.

                  7.       Return on Capital means net income for the fiscal
                           year divided by the average of total capital at the
                           beginning and end of the fiscal year. Total capital
                           is the sum of equity and long-term debt.

                  8.       Return on Equity means the net income for the fiscal
                           year divided by the average of equity at the
                           beginning and end of the fiscal year.

                  9.       Return on Net Assets Employed means EBIT divided by a
                           five-quarter average of total assets less current
                           liabilities.

                  10.      Return on Invested Capital means Divisional Net
                           Income divided by a five-quarter average of invested
                           capital.



GRAPHIC PACKAGING EXECUTIVE INCENTIVE PLAN - AMENDED AND RESTATED
DECEMBER 10, 2002                                                              4
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                  11.      Ratio of Debt to EBITDA means total Company debt
                           divided by EBITDA (earnings before interest and taxes
                           plus depreciation and amortization). The program uses
                           a simple average of the four quarterly results
                           annualized.

                  12.      Shareholder Value means a multiple of EBITDA, less
                           Debt, and divided by the number of shares of the
                           Company outstanding, as determined by the
                           Compensation Committee.

IV.      EQUITY GRANTS:

                  A.       Stock Options:

                           1.       Grants of stock options shall be made
                                    pursuant to the terms of the Company's
                                    Equity Incentive Plan.

                  B.       Restricted Stock:

                           1.       Grants of restricted stock shall be made
                                    pursuant to the terms of the Company's
                                    Equity Incentive Plan.


V.       ADMINISTRATIVE PROVISIONS:

         A.       PARTICIPATION FOR NEWLY PROMOTED OR NEWLY HIRED OFFICERS:

                  Any annual cash bonus under the Plan is prorated based upon
                  number of days in the eligible position, unless an exception
                  is made at the time of promotion or hire. The exception for a
                  participant at the Company is made by Office of the President
                  and for a Business participant by the president of the
                  Business.

         B.       IMPACT OF EMPLOYMENT TERMINATION ON BONUS PAYOUTS:

                  Participant must be employed on last day of calendar year to
                  earn a bonus except for the following terminations, which may
                  result in a prorated bonus based upon number of days of
                  participation during the year:

                  1.       retirement, including early retirement, under a
                           qualified retirement plan sponsored by the Company;

                  2.       death;

                  3.       long-term disability, as determined under a
                           disability policy provided for the participant by the
                           Company, or if none, under such other disability plan
                           sponsored by the Company under which the participant
                           is eligible for benefits, or if none, as defined
                           under Section 22(e)(3) of the Internal Revenue Code
                           of 1986, as amended;

                  4.       transfer to another Business within the Company; or


GRAPHIC PACKAGING EXECUTIVE INCENTIVE PLAN - AMENDED AND RESTATED
DECEMBER 10, 2002                                                              5
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                  5.       elimination of position or demotion for reasons other
                           than poor performance.

                  Any exceptions and a prorated bonus must be approved by the
                  Office of the President for a Company participant and by the
                  president of a Business for a Business participant.

         C.       BONUSES:

                  1.       Bonus amounts must be self-funded, i.e., they must be
                           accrued before determining whether a bonus is earned.

                  2.       Bonuses are subject to annual review or audit and to
                           approval by the Committee.

                  3.       Bonuses will be paid, net of withholding taxes, after
                           the Company releases its annual earnings for the
                           bonus year.

                  4.       Bonuses may be denied in whole or in part by the
                           Committee, if in its judgment, the participant took
                           any actions, which were deemed to be detrimental to
                           the Business, to the Company or to one of its
                           subsidiaries.

         D.       PLAN ADMINISTRATION AND TERMINATION:

                  1.       The Plan is administered by the Company at the
                           direction of the Committee, which reserves the right
                           to interpret, modify or terminate the Plan. The
                           Company delegates the power to interpret and amend
                           the Plan to the Committee; provided that such power
                           of amendment shall be to the modification of terms of
                           the Plan other than the terms that govern
                           eligibility, performance thresholds or other plan
                           design components that involve the aggregate amount
                           of the cost of the Executive Incentive Plan to the
                           Company. Changes to the Plan shall not adversely
                           affect any awards or bonuses that have been paid or
                           earned but not paid without the consent of the
                           Participant(s) affected by such change.

                  2.       To the extent the Board considers it desirable for
                           compensation delivered pursuant to a bonus under the
                           Plan to be eligible to qualify for an exemption under
                           Code Section 162(m), the Committee shall consist of a
                           committee of two or more directors of the Company,
                           all of whom qualify as "outside directors" within the
                           meaning of Code Section 162(m). The Board may from
                           time to time remove members from or add members to
                           the Committee; fill vacancies on the Committee,
                           howsoever caused; and otherwise increase or decrease
                           the number of members of the Committee, in each case
                           as the Board deems appropriate to satisfy such
                           conditions of Code Section 162(m) as then in effect.


GRAPHIC PACKAGING EXECUTIVE INCENTIVE PLAN - AMENDED AND RESTATED
DECEMBER 10, 2002                                                              6
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                  3.       Participation in the Plan does not in any way
                           constitute a contract of employment and does not
                           guarantee continued employment with the Company or
                           any of its subsidiaries.

                  4.       In the event of a change of control, the Plan will
                           normally end and prorated bonuses will be calculated
                           and paid, if any are earned. Change in control at the
                           Company shall be defined as in the Company's Equity
                           Incentive Plan.

                  5.       Potential bonus awards may not be pledged,
                           encumbered, assigned, alienated, anticipated or
                           commuted in any manner by the participant.

                  6.       The Committee reserves the right to offset any earned
                           bonus against any debts owed by the participant to
                           the Business, to the Company or to any of the
                           Company's subsidiaries.


ATTEST:                                   GRAPHIC PACKAGING INTERNATIONAL
                                          CORPORATION



---------------------------------         --------------------------------------
Dated: December 10, 2002




GRAPHIC PACKAGING EXECUTIVE INCENTIVE PLAN - AMENDED AND RESTATED
DECEMBER 10, 2002                                                              7