**Exhibit 4.19**

** **

**SMURFIT KAPPA GROUP LIMITED**

Beech Hill, Clonkseagh

Dublin4, Ireland

 

February 9, 2007

PERSONAL AND CONFIDENTIAL

Dr.Michael W.J. Smurfit

Le Florestan

35 Blvd. du Larovotto

Monaco

Dear Dr. Smurfit:

Reference is made to (i)that certain letter agreement, dated as of October 31, 2003, by and betweenSmurfit Kappa Corporation Limited (the “Corporation”) (formerlyJefferson Smurfit Group Limited and MDCP Acquisitions plc) and you (as the samehas been or may be expressly, impliedly or by operation of law, amended,restated, modified, supplemented or waived from time to time, together the “EmploymentLetter”), (ii) that certain Shareholders and Corporate GovernanceAgreement, dated as of December 1, 2005, by and among Smurfit Kappa GroupLimited (the “Company”), you and certain other shareholders of theCompany (as the same has been or may be amended, restated, modified,supplemented or waived from time to time, the “Shareholders Agreement”),and (iii) that certain Amended and Restated Management Equity Agreement, datedas of December 1, 2005, by and among the Company and certain managementstockholders of the Company (as the same has been or may be amended, restated,modified, supplemented or waived from time to time, the “Management EquityAgreement” and, together with the Employment Letter and the ShareholdersAgreement, the “Relevant Agreements”). Capitalized terms used, but nototherwise defined, herein shall have the meanings given to such terms in theShareholders Agreement.

This letter agreementsets forth certain agreements between the Company (acting on its own behalf andon behalf of each Group Company for which it is authorized to act) and you inthe event that a Listing becomes effective (the time of such effectiveness, the“Effective Time”).
| 1.     | You hereby resign, with effect immediately prior to  the Effective Time, from the boards of directors of, as chairman of, and as  an officer and employee of each Group Company.                                                                                        |
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| 2.     | Not later than the 30th day after the Effective  Time, the Company shall pay to you in a single lump sum an amount equal to  €300,000; provided that such amount shall be reduced for tax and other  statutory deductions as are required to be deducted at source |

 

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|        | and remitted to the appropriate revenue authorities.  The payments under this paragraph shall be in replacement of, rather than in  addition to, any rights, whether arising out of or in connection with your  employment by the Corporation and/or any Group Company or otherwise howsoever  arising, that you may have under law (including, without limitation, any  bonus entitlement or payment in lieu of notice), other than any payments due  to you under any contract with S.I. Holdings Limited entered into on the date  hereof. Effective as of the date of this letter agreement, your right to  participate in any employee benefit arrangement of any Group Company will  cease; provided, however, that the Convertible Shares (as defined in the  Management Equity Agreement) and Ordinary Shares held by you and Bacchantes  Two Limited will be held, for the period up to the Effective Time, in  accordance with the terms of the Management Equity Agreement and, effective  as of the Effective Time, in accordance with the provisions of paragraph 5 of  this letter agreement.                                                                                                                                                           |
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| 3.     | As material consideration for the covenants and  agreements of the Company and the Group Companies hereunder, effective as of  the Effective Time, you hereby release, waive, discharge and covenant not to  sue each of the Group Companies from any and all claims, suits, demands,  causes of action, contracts, covenants, obligations, debts, costs, expenses,  attorneys’ fees, liabilities of whatever kind or nature in law or equity, by  statute, common law, contract or otherwise whether now known or unknown,  vested or contingent, suspected or unsuspected, and whether or not concealed  or hidden, which have existed or may have existed, or which do exist, through  the Effective Time with respect to your employment and service as a member of  the board of directors and/or the termination of your employment and service  as a member of the board of directors (including, without limitation, any  rights to post-termination payment or bonus or payment in lieu of notice,  whether arising out of or in connection with your employment by the Company  and/or any Group Company or otherwise); provided that the foregoing  release, waiver and discharge shall not apply to any of your rights under  this letter agreement. |
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| 4.     | When used herein, “Group Companies” means the  Company and its subsidiaries and Associated Companies and “Group Company”  means any such company and “Associated Company” means any company having an  Equity Share Capital (as defined in Section 155 of the Companies Act 1963) of  which not less than 20% in nominal value is beneficially owned by any Group  Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| 5.     | Effective as of the Effective Time, all of your  rights and obligations, and those of Bacchantes Two Limited, against and to  the Company and all Group Companies under the Employment Letter shall  terminate without further liability or obligation of or to any Group Company;  provided that, notwithstanding the foregoing, the provisions of  paragraphs 7, 8 and 12 of the letter agreement dated October 31, 2003 by and  between the Corporation and you shall continue in full force and effect. For  the avoidance of doubt, until the Effective Time, all rights and obligations  of the parties under each of the Relevant Agreements shall continue in full  force and effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| 6.     | Upon execution of this letter agreement by each  party hereto, this letter agreement shall be binding and enforceable upon  each party hereto; provided that in the event that the Effective Time  does not occur on or prior to December 31, 2007, this letter agreement,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

 

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|        | and the rights and obligations of the parties  hereto, shall terminate as of December 31, 2007 without obligation or  liability to any party hereto. Notwithstanding the foregoing, the obligations  of the Group Companies under this letter agreement are subject to affirmative  consent of the requisite shareholders of each Group Company for which such  consent is required in accordance with applicable law (including, without  limitation, the Companies Act 1963) and, if such consent is not obtained  prior to the Effective Time, this letter agreement, and the rights and  obligations of the respective parties hereto, shall terminate as of  immediately prior to the Effective Time without further obligation or  liability to any party hereto. |
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| 7.     | You understand and agree that a new holding company,  Smurfit Kappa Public Limited Company (“Holdco”) has made an exchange offer  pursuant to which the entire issued share capital and other equity interests  and rights of the Company may be exchanged for identical or substantially  identical share capital and other equity interests and rights of Holdco. In  the event that such exchange offer is completed by the Company and Holdco,  you agree that, from and after such completion, Holdco shall be the “Company”  for all purposes hereof.                                                                                                                                                                                         |

 

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| 8. | This letter agreement (a) shall be construed in  accordance with the internal laws (but not the laws of conflicts) of the  Republic of Ireland, (b) may be executed in multiple counterparts (including  by facsimile or electronic transmission), all of which taken together shall  constitute one and the same original, (c) may not be assigned by any party  except with the prior written consent of the other parties hereto, (d) is for  the benefit of the parties hereto and such parties’ Affiliates (including, in  the case of the Company, each of the Group Companies) and representatives and  may not be enforced by any person or entity (other than the parties hereto  and their Affiliates and representatives), (e) represents the complete understanding  and agreement between the parties hereto with respect to the subject matter  hereof, and (f) may be amended, modified or supplemented only by a written  instrument executed by each of the parties hereto. No waiver of any rights  under this letter agreement shall be effective against any party to this  letter agreement unless set forth in a written instrument executed by such  party. The parties agree that this letter agreement was drafted by the  parties hereto and the result of negotiation between sophisticated parties  (each having received separate legal advice) and no rule of construction  shall be applied against any party or such party’s Affiliates. |
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|        | SMURFIT KAPPA GROUP LIMITED |
|--------|-----------------------------|
|   |                        |
|   | By:                         | /s/ Gary McGann |
|   |                        |   |
|   | Its:                        |   |

 

Acknowledged andAccepted as of the date first written above:

Dr. Michael W.J.Smurfit

 
| /s/ Dr. Michael  W.J. Smurfit |   |   |
|-------------------------------|--------|--------|

 

In considerationfor the waivers and other benefits conferred upon it by the above letteragreement, Bacchantes Two Limited hereby adheres thereto and accepts, as of thedate first written above, all provisions thereof applicable to it.
| BACCHANTES TWO LIMITED |                  |
|------------------------|-----------------------|
|                   |                  |
|                   |                  |
| By:                    | /s/ J. Killip         |   |   |
| Its:                   | Authorised  Signatory |   |   |

 

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