EXHIBIT 10.6A

                             SECOND AMENDMENT TO THE
                 GRAPHIC PACKAGING EMPLOYEE STOCK PURCHASE PLAN
              (AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 14, 1995)


1. PLAN SPONSOR: Graphic Packaging International Corporation.

2. AMENDMENT OF PLAN: The following amendments to the Graphic Packaging Employee
Stock Purchase Plan (As Amended and Restated Effective November 14, 1995) (the
"Plan") are adopted effective February 28, 2003.

3. SECTION 5 OF THE PLAN SHALL BE AMENDED TO READ IN FULL AS FOLLOWS:

         5. OFFER OF STOCK

         As of the first day of each month during the term of the Plan, the
         Company shall be deemed to have made an offer (the "Offer") to each
         eligible employee to purchase up to $1,000 in value of Stock. Each such
         Offer shall have a term of one month. On or after the effective date of
         an Offer, each then eligible employee may purchase, through payroll
         deductions, as many shares (including fractional shares) of Stock as he
         may wish up to $1,000 (but not less than $10) of the compensation (as
         defined below) to be received by him during the term of the Offer. An
         eligible employee can accept the offer by enrolling in the Plan and
         authorizing payroll deductions, subject to the terms of the Plan.

         The Plan shall be suspended effective February 28, 2003, such that the
         last Offer prior to such suspension shall be February 1, 2003, until
         such time as the Company determines to reactivate the Plan in its sole
         discretion.

3. SECTION 8 OF THE PLAN SHALL BE AMENDED BY ADDING THE FOLLOWING TO THE END
THEREOF:

         Notwithstanding the foregoing, purchases under the Plan shall be
         suspended effective February 28, 2003, such that the last purchase
         prior to such suspension shall be the purchase date occurring in March
         2003, until such time as the Company determines to reactivate the Plan
         in its sole discretion. Any funds accumulated under the Plan during
         such suspension not used to purchase Stock will be refunded to the
         appropriate participants.

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4. TERMS AND CONDITIONS OF PLAN. Except for the above amendments, all terms and
conditions of the Plan are unamended and shall remain in full force and effect.

                                     GRAPHIC PACKAGING INTERNATIONAL CORPORATION


                                     By:
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