EXHIBIT 10.3





                      EMPLOYMENT AGREEMENT





     AGREEMENT between Graphic Packaging International

Corporation, a Delaware corporation, (the "Company"), and

Luis E. Leon (the "Executive"), dated as of July 2, 2001.



     The Executive is employed by the Company.  The Board of

Directors of the Company (the "Board") has determined that it is

in the best interests of the Company and its shareholders to

assure that the Company will have the continued dedication of the

Executive, notwithstanding the threat or occurrence of a Change

of Control (as defined below) of the Company.  The Board believes

that it is imperative to diminish the distraction of the

Executive from Company business because of  personal

uncertainties and risks created by a pending or threatened Change

of Control and to encourage the Executive's full attention and

dedication to the Company currently and in the event of any

threatened or pending Change of Control.  This Agreement is

intended to provide the Executive with compensation and benefits

arrangements upon a Change of Control that will ensure that the

compensation and benefits expectations of the Executive will be

satisfied on terms that are competitive with those of other

corporations.



     The parties agree as follows:



     1.   Certain Definitions.  (a) The "Effective Date" shall

mean the first date on which a Change of Control (as defined in

Section 2) occurs during the Change of Control Period (as defined

in Section 1(b)).  If a Change of Control occurs and if the

Executive's employment with the Company is terminated prior to

the date on which the Change of Control occurs, and if it is

reasonably demonstrated by the Executive that such termination of

employment (i) was at the request of a third party who has taken

steps reasonably calculated to effect a Change of Control or

(ii) otherwise arose in connection with or anticipation of a

Change of Control the public announcement of which was made

within three months following such termination, then for all

purposes of this Agreement the "Effective Date" shall mean the

date immediately prior to the date of such termination of

employment.



          (b)  The "Change of Control Period" shall mean the

period commencing on the date hereof and ending on the second

anniversary of the date hereof; provided, however, that

commencing on the date one year after the date hereof, and on

each annual anniversary of such date (such date and each annual

anniversary thereof shall be hereinafter referred to as the

"Renewal Date"), unless previously terminated, the Change of

Control Period shall be automatically extended so as to terminate

two years from such Renewal Date, unless at least 60 days prior

to the Renewal Date the Company shall give notice to the

Executive that the Change of Control Period shall not be so

extended.



     2.   Change of Control.  For the purpose of this Agreement,

a "Change of Control" shall mean:



          (a)  the acquisition by any individual, entity or group

(within the meaning of Section 13(d)(3) or 14(d)(2) of the

Securities Exchange Act of 1934, as amended (the "Exchange Act"))

(a "Person") of beneficial ownership (within the meaning of

Rule 13d-3 promulgated under the Exchange Act) of either (i) 50%

or more of either (A) the then-outstanding shares of common stock

of the Company (the "Outstanding Company Common Stock") or

(B) the combined voting power of the then-outstanding voting

securities of the Company entitled to vote generally in the

election of directors (the "Outstanding Company Voting

Securities") or (ii) a number of shares of Outstanding Company

Common Stock or Outstanding Company Voting Securities which is

greater in number than the number of shares held by the Adolph

Coors, Jr. Trust, any individual who or entity which has been, is

or in the future becomes a trustee thereof, any other trust the

primary beneficiaries of which are descendants of Adolph Coors,

Sr. or spouses of such descendants, and/or any individual who or

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