Exhibit 10.17













                        GRAPHIC PACKAGING
                    EXECUTIVE INCENTIVE PLAN








                      Amended and Restated
                     Effective May 15, 2001

























             GRAPHIC PACKAGING INTERNATIONAL CORPORATION
                    Executive Incentive Plan

                    Effective January 1, 1996
                (as amended through May 15, 2001)

      The  name  of  this  plan shall be  the  Graphic  Packaging
International Corporation  Executive Incentive Plan.  This   plan
replaces any previous annual and long-term cash  incentive  plans
used  by Graphic  Packing   International   Corporation    (f/k/a
ACX Technologies,  Inc.)  (the  "Company")  and  it  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.   Annual grants of stock options.


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.

          2.   The Committee may select from one or more of the
               following financial measures in determining the
               financial goals for each year: operating income,
               earnings before interest and taxes, return on net
               assets employed, return on equity, return on
               capital, return on invested capital, ratio of debt
               to EBITDA, earnings per share or cash flow of the
               Company or of the applicable Business as appro-
               priate.  Definitions are in Section E below.

          3.   The financial goals are set at "target," the
               expected performance level, with a minimum
               performance level ("threshold") and the level at
               which maximum of salary could be earned ("maximum"
               level) also set each year.

     B.   Bonus Awards:

          1.   Potential bonus awards, as a percent of annual
               salary, are the same for all participants (except
               for the Chief Executive Officer & President) as
               follows:

               Officers
               Threshold performance              -      25%
               Target performance                 -      50%
               Maximum level performance          -     100%

               Chief Executive Officer
               Threshold performance              -    27.5%
               Target performance                 -      55%
               Maximum level performance          -     110%

          2.   Potential bonus awards are uncapped except for the
               Section 162(m) limitation in C.2. below.

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

          4.   The Compensation Committee of the Board of Directors
               has the authority to set long term incentive awards
               based on an individuals level in the organization.
               The awards are based on DEBT/EBITDA and are awarded
               in the form of cash and stock options.

     C.   Bonus Payments:

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

          2.   To comply with Section 162(m) of the Internal
               Revenue Code, the maximum bonus which may be earned
               by any participant in any year is limited as
               follows:

                    Office of the President  -    $1.5 million
                    Officers                 -    $1.0 million

     D.   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;
               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.

     E.   Definitions:

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

          2.   Earnings per share means "primary earnings per
               share."

          3.   Earnings before interest and taxes (EBIT) means
               operating income plus other income and expense
               except for interest.

          4.   Return on capital is defined as net income for
               the year divided by the average of total capital
               at the beginning and end of the year.  Total
               capital is the sum of equity and long-term debt.

          5.   Return on equity is defined as net income for the
               year divided by the average of equity at the
               beginning and end of the year.

          6.   Return on net assets employed is defined as EBIT
               divided by a 5-quarter average of total assets
               less current liabilities.

          7.   Return on invested capital is defined as divisional
               net income divided by a 5-quarter average of
               invested capital.

          8.   Ratio of debt to EBITDA is defined as 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.


IV.  STOCK OPTION GRANTS:

     Grants of stock options 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:
          Annual cash bonus 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.   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.

          1.   retirement, including early retirement;
          2.   death;
          3.   long-term disability;
          4.   transfer to another business within the Company; or
          5.   elimination of position or demotion for reasons
               other than poor performance.

     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/audit and
               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 incentive plan is administered by the company
               at the direction of the Committee, which reserves
               the right to interpret, modify or terminate the
               incentive plan.  Changes to the plan will not
               apply to bonuses, which have been earned but not
               paid.

          2.   Participation in the incentive 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.

          3.   In the event of a change of control, the incentive
               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.

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

          5.   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


___________________________   __________________________________
                              Marsha C. Williams
                              Vice President Human Resources

Dated: ____________________