AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT

QuickLinks -- Click here to rapidly navigate through this document

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"), Xxxxxxx, 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. Xxxxxxx Xxxx as an emeritus director of the Company ("Xx. Xxxx") and in such capacity Xx. Xxxx shall have the right to attend meetings of the Board and to receive copies of all written materials provided to the Board; provided that Xx. Xxxx' 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 Xx. Xxxx should the Board so decide. Xx. Xxxx 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:

""Xx. Xxxx" 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/  XXXXXXX X. XXXXXXXX Name: Xxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer
		XXXXXXX, 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/  XXXXX X. XXXXXX Name: Xxxxx X. Xxxxxx Title: Vice President and Secretary
		EXOR GROUP S.A.
		By:		/s/  XXXXX X. XXXXXXXXXX Name: Xxxxx X. Xxxxxxxxxx Title: Attorney-in-Fact
		THE FAMILY STOCKHOLDERS LISTED ON SCHEDULE I HERETO
				By:		Xxxxxxx X. Xxxxx, as Family Representative
						/s/  XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Attorney-in-Fact

Schedule I

Family Stockholders

1.

Xxxxxx Xxxxx, Xx. Trust dated September 12, 1969

2.

Augusta Coors Collbran Trust dated July 5, 1946

3.

Xxxxxx Xxxxx Xxxxxx Trust dated July 5, 1946

4.

Xxxxxx X. Coors Trust dated August 7, 1952

5.

Xxxxxx X. Xxxxx Trust dated July 5, 1946

6.

Xxxxx X. Xxxxx Irrevocable Trust FBO Xxxxxxx X. Xxxxx dated July 27, 1976

7.

Xxxxx X. Xxxxx Irrevocable Trust FBO Xxxxx X. Xxxxxx dated July 27, 1976

8.

Xxxxx X. Xxxxx Irrevocable Trust FBO Xxxxxx X. Xxxxxx dated July 27, 1976

9.

Xxxxxx Xxxxx Trust dated December 14, 1988

10.

Xxxxxx Xxxxx Xxxxxx Trust dated July 5, 1946

11.

May Xxxxxxx Coors Trust dated September 24, 1965

12.

Darden K. Coors

13.

Xxxxxxx X. Xxxxx

14.

Xxxx X. Xxxxx

15.

Xxxxxx Xxxxx, Xx.

16.

Xxxxx X. Xxxxx

17.

Xxxxxxx X. Xxxxx

18.

Xxxxxx Xxxxx Foundation

QuickLinks

EXHIBIT 10.3
EXECUTION COPY

AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT

Schedule I

Family Stockholders