AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT

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EXHIBIT 10.4

EXECUTION COPY

AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT

        AMENDMENT NO. 2, dated as of June 12, 2003 (this "Amendment No. 2"), 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, as amended by Amendment No. 1, dated as of April 29, 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 2.3(a). Section 2.3(a) is hereby amended to read in its entirety as follows:



"(a)

Audit Committee. The Audit Committee of the Board shall have three members, consisting of the CDR Designee, the Family Designee and one Other Director, or such other members as the CDR Designee and the Family Designee shall mutually agree. Each member of the Audit Committee shall meet the requirements for membership of an audit committee under applicable law and exchange listing requirements. Without limiting the powers of the Audit Committee, the Audit Committee will have the authority, at its discretion, to invite the EXOR Designee to attend meetings of the Audit Committee and to provide to the EXOR Designee copies of all written materials provided to the Audit Committee."



2.

Amendment to Section 2.3(b). The second sentence of Section 2.3(b) is hereby amended to read in its entirety as follows:

"No employee of the Company or its Subsidiaries shall serve on the Compensation and Benefits Committee."

3.

Amendment to Section 2.3(c). The last sentence of Section 2.3(c) is hereby amended to read in its entirety as follows:

"No employee of the Company or its Subsidiaries (other than Xxxxxxx X. Xxxxx) shall serve on the Nominating and Corporate Governance Committee."

4.

Confirmation of Original Agreement. Except as expressly modified by this Amendment No. 2, 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 No. 2 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

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EXHIBIT 10.4

AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT

Schedule I

Family Stockholders