**Exhibit 4.9**

 

**SECOND AMENDED ANDRESTATEDMANAGEMENT EQUITY AGREEMENT**

THIS SECOND AMENDED ANDRESTATED MANAGEMENT EQUITY AGREEMENT (this “Agreement”) is made as ofMarch 9, 2007 and effective as of the date that the Company (as hereinafterdefined) is admitted for Listing with the Irish Stock Exchange (the date ofadmission, the “Effective Date”), among Smurfit Kappa Public LimitedCompany, a public limited company organized under the laws of Ireland (the “Company”),and each of the executives that become party hereto from time to time pursuantto the Management Equity Plan (as hereinafter defined) by executing a signaturepage to be attached hereto or is otherwise party to this Agreement by way ofsignature to a Prior Agreement (each, an “Executive”).

Each of the Executivesparty hereto has previously acquired Class A Convertible Shares, Class BConvertible Shares, Class C Convertible Shares and Ordinary Shares, which hadthe rights and privileges set forth in the Company’s Articles of Associationand that certain Management Equity Agreement, dated as of February 6, 2004 (asamended from time, the “First Prior Agreement”).

SKG is party to thatcertain Share Purchase Agreement, dated as of November 23, 2005, by and amongSmurfit Kappa Group Limited (formerly JSG Packaging Limited), JSG Acquisitions,Smurfit Kappa Feeder G.P. Limited (in its capacity as general partner ofSmurfit Kappa Feeder Limited) (the “Kappa Investor”) and certain otherPersons party thereto, pursuant to which a Subsidiary of the Company acquired,on December 1, 2005 (the “Kappa Completion Date”), all of the issuedshare capital of Kappa Holding B.V. (as amended from time to time, the “KappaPurchase Agreement”).  At or afterthe Kappa Completion Date, (i) each Ordinary Share issued to Executives wasreclassified to a Class A Ordinary Share, (ii) certain Executives (includingcertain Electing Executives) exchanged Class A Convertible Shares, Class BConvertible Shares and Class C Convertible Shares for, respectively, Class EConvertible Shares, Class F Convertible Shares and Class G Convertible Shares,each of which, upon vesting, converted into one Class D Convertible Share, andupon payment of the Class D Conversion Price applicable thereto, into one ClassA Ordinary Share, (iii) certain Electing Executives acquired Class HConvertible Shares, each of which, upon vesting, converted into one Class IConvertible Share, and upon payment of the Class I Conversion Price applicablethereto, into one Class B Ordinary Share, and (iv) the First Prior Agreementwas amended and restated in the form that certain Amended and RestatedManagement Equity Agreement, dated as of December 1, 2005, by and among SmurfitKappa Group Limited (“SKG”), certain Executives, the Kappa Investor andthe MDCP Co-Investors (the “Second Prior Agreement”, and together withthe First Prior Agreement, the “Prior Agreements”).

As of the date of thisAgreement, no Class I Convertible Shares have been issued by the Company.

In connection with anexchange offer for the share capital, and rights to acquire share capital, ofSKG completed by the Company, the Company assumed all rights and obligations of

1

----

 

SKG under the SecondPrior Agreement (and such Second Prior Agreement, after such assignment, isstill referred to as the Second Prior Agreement for all purposes hereof).

In connection with theCompany’s initial Listing, it is expected that (i) certain Class A ConvertibleShares, Class B Convertible Shares, Class C Convertible Shares, Class EConvertible Shares, Class F Convertible Shares, and Class G Convertible Shareswill vest and automatically convert into Class D Convertible Shares, (ii)certain Class H Convertible Shares will vest and automatically convert intoClass I Convertible Shares, (iii) Class A Convertible Shares, Class B ConvertibleShares, Class C Convertible Shares, Class E Convertible Shares, Class FConvertible Shares, Class G Convertible Shares and Class H Convertible Sharesthat did not vest on or prior to the Listing will convert into Class A1Convertible Shares, Class A2 Convertible Shares and Class A3 ConvertibleShares, (iv) all Class A Ordinary Shares and Class B Ordinary Shares will bereclassified as Ordinary Shares, (v) each Class I Convertible Share will bereclassified as a Class D Convertible Share, and (vi) each Class D ConvertibleShare issued and outstanding as of the time of the Listing or that becomesissued and outstanding after the Listing as a result of vesting of any Class A1Convertible Share, Class A2 Convertible Share and/or Class A3 Convertible Shareshall, upon payment of the Class D Conversion Price convert into one OrdinaryShare.

The Convertible Sharesand Ordinary Shares owned by an Executive, together with the Convertible Sharesto be acquired by an Executive hereunder, are subject to the Company’s 2007Management Equity Plan, a copy of which is attached as Annex A hereto(as amended from time to time in accordance with its terms, the “ManagementEquity Plan”).  Capitalized terms nototherwise defined herein have the meanings set forth in paragraph 7 ofthis Agreement.

The parties hereto agreeas follows:

# 1.             Family Member. In event that any Ordinary Shares or Convertible Shares of the Companyare held by any Family Member (including as a result of transfer after the datehereof), the rights, obligations, restrictions and conditions applicable toExecutive Stock pursuant to this Agreement will be applicable to shares of suchExecutive Stock issued to or held by any Family Member as if held by suchExecutive and the issue or transfer to such Family Member shall be conditionalupon such Family Member having agreed in writing to be bound by the provisionsof this Agreement.

# 2.             Conversion Rules Regarding Convertible Shares.

## (a)           Convertibility ofClass A1 Convertible Shares, Class A2 Convertible Shares, and Class A3Convertible Shares.  Each Class A1Convertible Share, each Class A2 Convertible Share, and each Class A3Convertible Share will automatically convert into one Class D Convertible Sharein accordance with this Agreement once it has fully vested.

## (b)           Vesting.

### (i)       Subject to paragraph 2(c), eachExecutive’s Class A1 Convertible Shares, Class A2 Convertible Shares and ClassA3 Convertible Shares shall become

2

----

 

### vested in accordance with the followingschedule, if, but only if, as of each such date such Executive is and hascontinued since the Effective Date to be employed by or to serve as an officeror director for the Company and its Subsidiaries:

|        |                        |   |                                  |   |
|--------|-----------------------------|--------|---------------------------------------|--------|
|   |                        |   |                                  |   |
|   |                        |   |                                  |   |
|        | Class of Convertible Shares |   | Date of Vesting                       |   |
|   |                        |   |                                  |   |
|   | Class A1 Convertible Shares |   | First  Anniversary of Effective Time  |   |
|   |                        |   |                                  |   |
|   | Class A2 Convertible Shares |   | Second  Anniversary of Effective Time |   |
|   |                        |   |                                  |   |
|   | Class A3 Convertible Shares |   | Third  Anniversary of Effective Time  |   |

 

None of an Executive’sClass A1 Convertible Shares, Class A2 Convertible Shares or Class A3Convertible Shares shall become vested if such Executive ceases to be employedby, or to serve as an officer or director for, the Company or its Subsidiariesprior to the first anniversary of the Effective Time.  None of an Executive’s Class A2 ConvertibleShares or Class A3 Convertible Shares shall become vested if such Executiveceases to be employed by, or to serve as an officer or director for, theCompany or its Subsidiaries prior to the second anniversary of the EffectiveTime.  None of an Executive’s Class A3Convertible Shares shall become vested if such Executive ceases to be employedby, or to serve as an officer or director for, the Company or its Subsidiariesprior to the third anniversary of the Effective Time.    Notwithstanding the foregoing, (i) upon theretirement at (with the consent of the Company) or after the Effective Time,from the Company and its Subsidiaries of an Executive who has achieved age 65at or after the Effective Time, all of an Executive’s Class A1 ConvertibleShares, Class A2 Convertible Shares and Class A3 Convertible Shares which havenot previously vested shall vest upon such retirement and convert into an equalnumber of Class D Convertible Shares and (ii) upon the occurrence of a Sale ofthe Company after the Effective Time, all of an Executive’s Class A1Convertible Shares, Class A2 Convertible Shares and Class A3 Convertible Shareswhich have not previously vested shall become vested and shall convert to anequal number of Class D Convertible Shares upon the occurrence of such event; providedthat no Class A1 Convertible Shares, Class A2 Convertible Shares and/or ClassA3 Convertible Shares shall vest for any Executive (or Executive’s transferees)upon the occurrence of a Sale of the Company after the Effective Time if theExecutive holding such Class A Convertible Shares or from whom the Class AConvertible Shares were transferred is no longer employed by, or no longerserves as an officer or director for, the Company and its Subsidiaries as ofthe date of the occurrence of the Sale of the Company.

3

----

(ii)    Notwithstandingthe provisions of paragraph (i) foregoing, as a condition to accelerated vestingof such Executive’s Class A1 Convertible Shares, Class A2 Convertible Sharesand/or Class A3 Convertible Shares in connection with a Sale of the Company,such Executive shall, if requested by the purchaser of the Company and for noadditional consideration therefor, agree to continued employment for up to 12months following such Sale of the Company so long as such Executive’scompensation package and job description immediately following such Sale of theCompany is substantially similar with respect to remuneration (other than withrespect to equity participation), scope of duties, responsibility and joblocation to such Executive’s compensation package and job descriptionimmediately prior to such event.

(iii)   Inaddition to the vesting otherwise herein described, all or any portion of theClass A1 Convertible Shares, Class A2 Convertible Shares, and Class A3Convertible Shares may be vested in the discretion of the Board exercised atany time.

## (c)           Effect of Termination on Vesting.  If at any time for any reason an Executive isno longer an employee of the Company or any of its Subsidiaries and also is nolonger a director of the Company or any of its Subsidiaries, such Executive’sClass A1 Convertible Shares, Class A2 Convertible Shares and Class A3 ConvertibleShares shall be vested and fully convertible with respect to that portion ofsuch Executive’s Class A1 Convertible Shares, Class A2 Convertible Shares andClass A3 Convertible Shares that were vested and convertible on the date ofsuch termination (such Executive’s “Termination Date”), and, unlessotherwise determined by the Board, any portion of such Executive’s Class A1Convertible Shares, Class A2 Convertible Shares and Class A3 Convertible Sharesthat were not vested and convertible as of such Executive’s Termination Dateshall not vest from and after the Termination Date and shall not be convertibleinto Class D Convertible Shares from and after the Termination Date.

## (d)           ConversionProcedures for Class D Convertible Shares. An Executive may, upon payment in full in cash of the Class D ConversionPrice per share, convert all or any portion of his or her outstanding Class DConvertible Shares (whether such Class D Convertible Shares are outstanding asof the Effective Time or otherwise are outstanding as a result of Class A1Convertible Shares, Class A2 Convertible Shares and/or Class A3 ConvertibleShares) into Ordinary Shares at any time and from time to time.  As a condition to any conversion of any ClassD Convertible Shares, such Executive shall provide the Company with suchevidence, representations, agreements or assurances as required by theManagement Equity Plan.  An Executiveshall effect conversion of his Class D Convertible Shares into Ordinary Sharesby delivering (i) written notice of such conversion to the Company (to theattention of the Company’s Chief Executive Officer or Secretary), together withsuch Executive’s written acknowledgment that he or she has read and has beenafforded an opportunity to ask questions to the management of the Companyregarding all financial and other information provided to or requested by suchExecutive regarding the Company and (ii) payment of an amount equal to theproduct of (A) the Class D Conversion Price per share multiplied by (B) thenumber of Ordinary Shares to be acquired upon such conversion.  Payment of the conversion price for Class DConvertible Shares shall be made in cash (including check, bank draft or moneyorder) or, in the sole discretion of the Board, by delivery of a promissory note(if in accordance with policies approved by the Board).  No Class D Convertible Share shall beconvertible into an Ordinary

4

----

Share after the seventhanniversary of the Underlying Date of Issuance. When used herein, the “Underlying Date of Issuance” means (i) withrespect to any Class D Convertible Share issued upon conversion of a Class AConvertible Share, Class B Convertible Share or Class C Convertible Share, thedate of issuance for such Class A Convertible Share, Class B Convertible Shareor Class C Convertible Share, as applicable (or in the event that such Class AConvertible Share, Class  B ConvertibleShare or Class C Convertible Share was issued in exchange for a ConvertibleShare of Jefferson Smurfit Group Limited, the date of issuance of suchConvertible Share of Jefferson Smurfit Group Limited), (ii) with respect to anyClass D Convertible Share issued upon conversion of a Class E ConvertibleShare, Class F Convertible Share, or Class G Convertible Share that wasreceived in exchange for Class A Convertible Share, Class B Convertible Shareand/or Class C Convertible Share, the Kappa Completion Date, (iii) with respectto any Class D Convertible Share issued upon conversion of a Class EConvertible Share, Class F Convertible Share or Class G Convertible Shareotherwise issued by the Company, the date of issuance of such Class EConvertible Share, Class F Convertible Share or Class G Convertible Share, (iv)with respect to any Class D Convertible Share arising on the reclassificationof a Class I Convertible Share which, in turn, was issued upon conversion of aClass H Convertible Share issued on or prior to the Kappa Completion Date, theKappa Completion Date, (v) with respect to any Class I Convertible Share issuedupon conversion of a Class H Convertible Share issued after the KappaCompletion Date, the date of issuance of such Class H Convertible Share, and(vi) with respect to any Class D Convertible Share issued upon conversion ofClass A1 Convertible Share, Class A2 Convertible Share or Class A3 ConvertibleShare, the date of issuance for the Class A1 Convertible Share, the Class A2Convertible Share, or the Class A3 Convertible Share from which such Class DConvertible Share has been converted.

# 3.             Representations and Warranties: Acknowledgments.

## (a)           In connection withthe purchase and sale of Executive Stock, each Executive represents andwarrants as follows:

### (i)         Executive Stock shall not be disposedof in contravention of applicable securities laws.

### (ii)        Such Executive is sophisticated in financialmatters and is able to evaluate the risks and benefits of the investment in theExecutive Stock.

### (iii)       Such Executive is able to bear theeconomic risk of such Executive’s investment in Executive Stock acquiredhereunder for an indefinite period of time and acknowledges that the ExecutiveStock may not be sold in contravention of applicable securities laws.

### (iv)      This Agreement constitutes the legal,valid and binding obligation of such Executive, enforceable in accordance withits terms, and the execution, delivery and performance of this Agreement bysuch Executive do not and will not conflict with, violate or cause a breach ofany agreement, contract or instrument to which such Executive is a party or anyjudgment, order or decree to which such Executive is subject.

5

----

 

### (v)       Any such Executive (or a Family Member ofsuch Electing Executive) is the beneficial owner of all of the Class AConvertible Shares, Class B Convertible Shares, Class C Convertible Shares,Class E Convertible Shares, Class F Convertible Shares and Class G ConvertibleShares of the Company being converted hereunder free and clear of all liens,encumbrances, charges, security interests, or restrictions on transfer and, asapplicable, such Electing Executive has received for the benefit of the Companyan agreement of such Family Member to the conversion of such Class AConvertible Shares, Class B Convertible Shares, Class C Convertible Shares,Class E Convertible Shares, Class F Convertible Shares and Class G ConvertibleShares as herein provided and the agreement of such Family Member to be boundby this Agreement.

## (b)           As an inducement tothe Company to enter into this Agreement, and as a condition thereto, each suchExecutive acknowledges and agrees that:

### (i)         neither the issuance of the ExecutiveStock to such Executive nor any provision contained herein shall entitle suchExecutive to remain in the employment of, or to serve as an officer or directorto, the Group Companies or affect the right of the Company to terminate suchExecutive’s employment or service as an officer, or director at any time;

### (ii)        this Agreement and the Management EquityPlan shall not form part of any contract of employment or contract for servicesbetween the Company or any Subsidiary and each Executive;

### (iii)       the benefit to each Executive ofparticipation in this Agreement and the Management Equity Plan shall not formany part of his remuneration or count as his remuneration for any purpose andshall not be pensionable;

### (iv)      if an Executive ceases to be employed bythe Company or any Subsidiary, he shall not be entitled to compensation for theloss of any right or benefit or prospective right or benefit under thisAgreement and the Management Equity Plan whether by way of damages for unfairdismissal, wrongful dismissal, breach of contract or otherwise; and

### (v)       the Company shall have no duty orobligation to disclose to such Executive, and such Executive shall have noright to be advised of, any material information regarding the Company and itsSubsidiaries at any time prior to, upon or in connection with the repurchase ofExecutive Stock upon the termination of such Executive’s employment with theCompany and its Subsidiaries, the transfer of Executive Stock, the conversionof a Convertible Share granted hereunder or as otherwise provided hereunder.

# 4.             Redemption Option.

## (a)           In the event (i) anyExecutive ceases to be employed by, or to serve as an officer, or director for,the Company or its Subsidiaries for any reason or, (ii) a Corporate Family

6

----

 

## Member of anExecutive ceases for any reason to be a Corporate Family Member of suchExecutive and thereafter fails to comply with the requirements of paragraph4(f) hereof, or (iii) any Corporate Family Member of an Executive shallfail to comply with any requirement made pursuant to paragraph 4(g)hereof (any such event being in respect of such Executive or Corporate FamilyMember, his or its “Termination”), all of the Redeemable Stock held bysuch Executive or, as the case may be, such Corporate Family Member (whetherheld by such Executive or Corporate Family Member or one or more of suchExecutive’s transferees) may be redeemed or purchased by the Company pursuantto the terms and conditions set forth in this paragraph 4 (the “RedemptionOption”).  For the avoidance ofdoubt, Class D Convertible Shares, Class I Convertible Shares and OrdinaryShares are not subject to redemption or purchase pursuant to this paragraph 4or otherwise.

## (b)           In the case of anyTermination, the purchase price for each Class A1 Convertible Share, Class A2Convertible Share, and Class A3 Convertible Share shall be such Executive’sOriginal Cost for such share.

## (c)           The Company mayelect to redeem or purchase all or any portion of an Executive’s RedeemableStock by delivering written notice (the “Redemption Notice”) to theholder or holders of such Executive’s Redeemable Stock within 90 days aftersuch Executive’s Termination (180 days in the case of such Executive’sTermination upon death or disability). The Redemption Notice shall set forth the number of shares of RedeemableStock to be acquired from each holder of such Executive’s Redeemable Stock, theaggregate consideration to be paid for such shares and the time and place forthe closing of the transaction.  Thenumber of shares to be redeemed or purchased by the Company shall first besatisfied to the extent possible from the shares of Redeemable Stock held bysuch Executive at the time of delivery of the Redemption Notice.  If the number of shares of Redeemable Stockthen held by such Executive is less than the total number of shares ofRedeemable Stock the Company has elected to redeem or purchase, the Companyshall purchase the remaining shares elected to be redeemed or purchased fromthe other holder(s) of such Executive’s Redeemable Stock under this Agreement,pro rata according to the number of shares of such Executive’s Redeemable Stockheld by such other holder(s) at the time of delivery of such Redemption Notice(determined as close as practicable to the nearest whole shares).  The number of shares of Redeemable Stock tobe purchased hereunder shall be allocated among such Executive and the otherholders of such Executive’s Redeemable Stock (if any) pro rata according to thenumber of shares of such Executive’s Redeemable Stock to be purchased from suchpersons.

## (d)           The closing of thepurchase and sale of the Redeemable Stock pursuant to the Repurchase Optionshall take place on the date designated by the Company in the RedemptionNotice, which date shall not be more than 60 days nor less than five days afterthe delivery of the later of either such notice to be delivered.  The Company shall pay for the RedeemableStock to be purchased pursuant to the Redemption Option by delivery of a checkor wire transfer of funds in the aggregate amount of the purchase price forsuch shares.  The purchasers ofRedeemable Stock hereunder shall be entitled to receive customaryrepresentations and warranties from the sellers regarding the sellers’ goodtitle to such shares free and clear of any liens or encumbrances).

7

----

## (e)           Inthe event that the Company elects to exercise rights to redeem or purchaseRedeemable Stock pursuant to this paragraph 4, the Company shall makeall Redeemable Stock acquired pursuant to this paragraph 4 available forsale to any member of the Company’s management approved in accordance with theManagement Equity Plan as promptly as practicable after a transferee has beenidentified in accordance with the Management Equity Plan; provided thatthe obligations of the Company pursuant to this paragraph 4(e) shall besubject to the management member so identified purchasing the Class A1Convertible Shares, Class A2 Convertible Shares, and Class A3 ConvertibleShares at the same price, in the same manner and on the same terms on which theCompany acquired the Redeemable Stock.

## (f)            Ifany Corporate Family Member shall cease to be a Corporate Family Member of anExecutive, it shall be required forthwith to notify the Company of the fact andthe manner of such cessation and within 30 days thereafter to transfer allExecutive Stock held by it to such Executive and/or his Family Members.

## (g)           TheCompany shall be entitled at any time to require any Corporate Family Member toprocure the certification to the Company of the persons owning the votingshares of such Corporate Family Member and of the manner in which appointmentsof its directors are controlled, and of the beneficial ownership of all sharesof such Corporate Family Member entitled to all of the capital, dividend andother economic interests therein, and to require that such certification shallbe supported by appropriate opinions and/or declarations of counsel anddirectors of such Corporate Family Member.

## (h)           Ifany Corporate Family Member shall fail to comply with a requirement of theCompany made hereunder to the reasonable satisfaction of the Company and withina period reasonably specified by the Company for compliance, the Company shallbe entitled by 30 days notice in writing to such Corporate Family Member todeclare that unless it shall have complied with such requirement to the Company’sreasonable satisfaction within the period of such notice, it shall thereuponcease to be a Corporate Family Member and sub-paragraph (h) of this paragraph4 shall thereupon have effect.

# 5.             Restrictions on Transfer.

## (a)           Transferof Executive Stock.  No Executiveshall sell, transfer, assign, pledge or otherwise dispose of (whether with orwithout consideration and whether voluntarily or involun­tarily or by operationof law) (a “Transfer”) any interest in any Class A1 Convertible Shares,Class A2 Convertible Shares, Class A3 Convertible Shares, Class D ConvertibleShares, Class I Convertible Shares and/or Ordinary Shares, except pursuant tothe provisions of paragraph 4 hereof, this paragraph 5 or inconnection with a Sale of the Company, unless otherwise agreed to by theCompany.

## (b)           CertainPermitted Transfers.  Therestrictions contained in this paragraph 5 shall not apply with respectto transfers of shares of Executive Stock (i) pursuant to applicable laws of descentand distribution, (ii) to an Executive’s Family Member, or (iii) to CorporateFamily Members of such Executive; provided that such restrictions shallcontinue to be 

8

----

## applicable to shares of such Executive Stock after any such transferand the transferees of such Executive Stock shall have agreed in writing to bebound by the provisions of this Agreement.

## (c)           Terminationof Restrictions.

### (i)            The restrictions onTransfer and holding of shares of Executive Stock set forth in this paragraph5 shall continue with respect to each share of Executive Stock followingany Transfer thereof.

### (ii)           Notwithstanding anyprovision in this Agreement to the contrary, following the Effective Date, therestrictions on Transfer of Ordinary Shares set forth in this paragraph 5shall terminate (A) with respect to Ordinary Shares purchased directly by anExecutive (as opposed to issued upon conversion of Class D Convertible Sharesand/or Class I Convertible Shares), as of the Effective Date, (B) with respectto Ordinary Shares issued upon conversion of Class D Convertible Shares thatwere issued upon conversion of Class A Convertible Shares, Class B ConvertibleShares and Class C Convertible Shares in equal tranches on each of December 31,2005, December 31, 2006 and December 31, 2007, (C) with respect to OrdinaryShares issued upon conversion of Class D Convertible Shares and/or Class IConvertible Shares that were issued upon conversion of Class E ConvertibleShares, Class F Convertible Shares, Class G Convertible Shares and/or Class HConvertible Shares, in equal tranches on December 31, 2008, December 31, 2009and December 31, 2010, and (D) with respect to Ordinary Shares issued uponconversion of Class D Convertible Shares that were issued upon conversion ofClass A1 Convertible Shares, Class A2 Convertible Shares and/or Class A3Convertible Shares, upon issuance of such Ordinary Shares.

### (iii)          The restrictions onTransfer and holding set forth in this paragraph 5 shall not terminatewith respect to any Class A1 Convertible Shares, Class A2 Convertible Shares,Class A3 Convertible Shares, Class D Convertible Shares and Class I ConvertibleShares (i.e., such shares shall not be transferable).

### (iv)          The restrictions onTransfer and holding set forth in this paragraph 5 are in addition toany other restrictions to which an Executive has agreed or does agree,including the restrictions provided for in paragraph 6 hereof.

6.             Additional Restrictions onTransfer.  Notwithstanding paragraph5 hereof, each holder of Executive Stock agrees not to effect any public saleor distribution of any Executive Stock or other equity securities of theCompany, or any securities convertible into or exchangeable or exercisable forany of the Company’s equity securities, during the seven days prior to and the180 days after the Effective Date.  EachExecutive shall execute any lock-up or similar agreement required by theunderwriters managing the Company’s initial Listing as long as such Listing isconsistent with obligations of the Kappa Investor and the MDCP Co-Investors.

# 7.             Definitions.

9

----

## (a)           “Affiliate”of any Person, means a Person controlling, controlled by or under commoncontrol with such Person.

## (b)           “AssociatedCompany” means any company having an Equity Share Capital of which not lessthan 20% in nominal value is beneficially owned by any Group Company.

## (c)           “ClassA Convertible Shares” has the meaning given to such term in the Company’sArticles of Association, as in effect immediately prior to the Effective Date.

## (d)           “ClassA Ordinary Shares” has the meaning given to such term in the Company’sArticles of Association, as in effect immediately prior to the Effective Date.

## (e)           “ClassA1 Convertible Shares” has the meaning given to such term in the Company’sArticles of Association, as in effect immediately after the Effective Date.

## (f)            “ClassA2 Convertible Shares” has the meaning given to such term in the Company’sArticles of Association, as in effect immediately after the Effective Date.

## (g)           “ClassA3 Convertible Shares” has the meaning given to such term in the Company’sArticles of Association, as in effect immediately after to the Effective Date.

## (h)           “ClassB Convertible Shares” has the meaning given to such term in the Company’sArticles of Association, as in effect immediately prior to the Effective Date.

## (i)            “ClassB Ordinary Shares” has the meaning given to such term in the Company’sArticles of Association, as in effect immediately prior to the Effective Date.

## (j)            “ClassC Convertible Shares” has the meaning given to such term in the Company’sArticles of Association, as in effect immediately prior to the Effective Date.

## (k)           “ClassD Conversion Price” means, with respect to any Class D Convertible Share,the fair market value of an Ordinary Share as of the date of issue of anyConvertible Share which had converted into such Class D Convertible Share lessthe amount paid for the Convertible Share which had converted into such Class DConvertible Share; provided that, with respect to each Convertible Shareissued on or prior to February 6, 2005 (which shall include Class E ConvertibleShares, Class F Convertible Shares and Class G Convertible Shares issued afterFebruary 6, 2005 to the extent such shares were issued upon conversion of ClassA Convertible Shares, Class B Convertible Shares and Class C Convertible Sharesissued prior to February 6, 2005), the “Class D Conversion Price” for the ClassD Convertible Share issued upon conversion of such Convertible Share (a “RelevantClass D Convertible Share”) shall be €9.999 less an amount per RelevantClass D Convertible Share calculated according to the following formula:

| €R     =      | RA + I + C                    |   |
|----------------------------------------------------------------------|-------------------------------|--------|
|                                                                 |     N + W |

 

Where:

10

----

 
| R      | =      | the amount of the reduction in Class D Conversion  Price per Relevant Class D Convertible Share.                                                                                                                                                                                                                                                                                                                                                                         |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| RA     | =      | being the “Reduction Amount”, or the amount paid to  shareholders in the Reduction (the US Dollar portion of which shall be  converted to Euro at theexchange rate prevailing on the date of conversion).                                                                                                                                                                                                                                                      |
|   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| I      | =      | the aggregate amount of interest accrued or paid  (including interest paid by capitalisation pursuant to the agreement relative  thereto) to the date upon which R is to be determined by the Company’s  subsidiary, JSG Holdings plc, with respect to the indebtedness incurred by it  on or prior to the date of the Reduction, for the purposes of on-lending to  SKG to fund the Reduction Amount and of meeting related costs (the “HYD  Offering”). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| C      | =      | the aggregate costs and fees incurred by SKG and JSG  Holdings plc to underwriters, financial advisers and legal counsel in  connection with the HYD Offering.                                                                                                                                                                                                                                                                                                           |
|   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| N      | =      | the number of Ordinary Shares in issue at the date  of the Reduction.                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| W      | =      | the number of Ordinary Shares issuable upon exercise  of all Warrants of SKG outstanding at the date of the Reduction.                                                                                                                                                                                                                                                                                                                                                   |
|   |   |

 

In no event shall theClass D Conversion Price be reduced to less than €0.

 

## (l)            “ClassD Convertible Shares” has the meaning given to such term in the Company’sArticles of Association, as in effect immediately prior to the Effective Date.                                

## (m)          “ClassE Convertible Shares” has the meaning given to such term in the Company’sArticles of Association, as in effect immediately prior to the Effective Date.                                

## (n)           “ClassF Convertible Shares” has the meaning given to such term in the Company’sArticles of Association, as in effect immediately prior to the Effective Date.                                

## (o)           “ClassG Convertible Shares” has the meaning given to such term in the Company’sArticles of Association, as in effect immediately prior to the Effective Date.                                

## (p)           “ClassH Convertible Shares” has the meaning given to such term in the Company’sArticles of Association, as in effect immediately prior to the Effective Date.                                

## (q)           “ClassI Convertible Shares” has the meaning given to such term in the Company’sArticles of Association, as in effect immediately prior to the Effective Date.                                

## (r)            “ConvertibleShares” means each of the Class A Convertible Shares, Class A1 ConvertibleShares, Class A2 Convertible Shares, Class A3 Convertible Shares, Class BConvertible Shares, Class C Convertible Shares, Class D Convertible Shares,Class E                              

##  

11

----

## Convertible Shares, Class F Convertible Shares, Class G ConvertibleShares, Class H Convertible Shares, and Class I Convertible Shares.

## (s)           “CorporateFamily Member” in respect of each Executive, any corporate entity inrespect of which (i) all of its issued voting shares; (ii) the right or powerof appointment of all of its directors; and (iii) at least 85% of the entireeconomic interest therein (comprising shares entitling their owners to capitaland dividends in and from such corporate entity) are respectively owned andheld (either directly or through other Corporate Family Members) by suchExecutive and/or those Family Members of such Executive as are described inclause (i) of the definition of Family Member.

## (t)            “ElectingExecutive” means each Executive that elected to, and did, exchange his orher Class A Convertible Shares, Class B Convertible Shares and Class CConvertible Shares for, respectively, Class E Convertible Shares, Class FConvertible Shares and Class G Convertible Shares.

## (u)           “EquityShare Capital” shall have the meaning assigned in Section 155 of theCompanies Act, 1963.

## (v)           “ExecutiveStock” shall mean all Ordinary Shares issued or issuable hereunder oracquired hereinafter by any Executive (including any Ordinary Shares issued orissuable (either directly or indirectly) upon conversion of any Executive’sConvertible Shares) and Convertible Shares. Executive Stock shall continue to be Executive Stock in the hands of anyholder other than an Executive (except for the Company and except fortransferees in a Public Sale), and except as otherwise provided herein, eachsuch other holder of Executive Stock shall succeed to all rights and be subjectto all and obligations attributable to an Executive as a holder of ExecutiveStock hereunder.  Executive Stock shallalso include shares of the Company’s capital stock and other securities issuedwith respect to Executive Stock by way of a stock split, stock dividend orother recapitalization.     

## (w)          “FamilyMember” in respect of each Executive, (i) such Executive’s spouse,descendants (whether natural or adopted), siblings, siblings’ descendants andsiblings’ spouses and any trust solely for the benefit of such Executive and/orsuch Executive’s spouse, descendants, siblings, siblings’ descendants and/orsiblings’ spouses and (ii) Corporate Family Members of such Executive; providedthat in respect of Dr. MW J. Smurfit, Mrs. Anne Smurfit (the widow of hisdeceased brother Jefferson Smurfit Junior) shall be deemed to be a sibling forall purposes of this Agreement; provided further that in respect of Mr.Frank Doyle, Ms. Catriona Moore shall be deemed to be his spouse for allpurposes of this Agreement.

## (x)            “5%Owner” means any Person that owns 5% or more of the Company’s OrdinaryShares on a fully-diluted basis.

## (y)           “GroupCompanies” means the Company and its Subsidiaries and Associated Companiesand “Group Company” means any of the Group Companies.

12

----

## (z)            “IndependentThird Party” means any Person who, immediately prior to the contemplatedtransaction, is not a 5% Owner, is not controlling, controlled by or undercommon control with any 5% Owner and is not the spouse or descendent (by birthor adoption) of any 5% Owner.

## (aa)         “KappaAcquisition” means the acquisition of Kappa effected by the Kappa PurchaseAgreement.

## (bb)         “KappaInvestor” means Smurfit Kappa Feeder G.P. Limited, acting in its capacityas general partner of, and on behalf of, Smurfit Kappa Feeder L.P., a limitedpartnership organized under the laws of Jersey.

## (cc)         “Listing”means the admission of all or any part of any Ordinary Shares to the OfficialList of The Irish Stock Exchange Limited or the Official List of the FSA, andto trading on the market for listed securities of the London Stock Exchange orto trading on the Alternative Investment Market or the taking effect of anygranting of permission to deal in the same on any recognized investmentexchange (as that term is used in the Financial Services Act 1986) or theregistration of all or any of any Common Equity Securities (or equivalentsecurities of any Subsidiary or American Depository Receipts with respect toany of the forgoing) on Form F-1, F-2 or F-3 (or any similar long-form orshort-form registrations) pursuant to the United States Securities Act of 1933(as amended) or any similar US federal law, or any similar listing orregistration by the Company of any Ordinary Shares on the public stock exchangeor securities market in any other jurisdiction.

## (dd)         “MajorityHolders” means holders of a majority of Convertible Shares (and OrdinaryShares issued upon conversion of Convertible Shares) then outstanding.

## (ee)         “MDCPCo-Investors” means, collectively, MDCP IV Global Investments LP, MDCP IIIGlobal Investments LP, and MDSE III Global Investments LP.

## (ff)           “OrdinaryShares” means Ordinary Shares of the Company and any other class ofOrdinary Shares of the Company created after the date of this Agreement inaccordance with the Articles of Association.

## (gg)         “OriginalCost” of each Class A1 Convertible Share, Class A2 Convertible Share andClass A3 Convertible Share issued to an Executive on or prior to the date ofthis Agreement (including pursuant to paragraph 1 hereof) shall be equalto €0.001, and for any Class A1 Convertible Share, Class A2 Convertible Shareand/or Class A3 Convertible Share issued by the Company after the date hereofshall be the purchase price per share paid therefor as set forth on thesignature page or joinder agreement executed by Executive and accepted by theCompany, in each case as proportionately adjusted for all subsequent stocksplits, stock dividends and other recapitalizations.

## (hh)         “PermittedTransferee” means any holder of Executive Stock who acquired such stockpursuant to a transfer permitted by paragraph 5(b).

13

----

## (ii)           “Person”means an individual, a partnership, a limited liability company an unlimitedliability company, a company limited by guarantee, a corporation, anassociation, a joint stock company, a trust, a joint venture, an unincorporatedorganization and a governmental entity or any department, agency or politicalsubdivision thereof.

## (jj)           “PublicSale” means (x) any sale after a Listing in any European Union member stateor (y) in the case of a Listing in the United States, any sale pursuant to aregistered public offering under the Securities Act or any sale to the publicpursuant to Rule 144 promulgated under the Securities Act effected througha broker, dealer or market maker.

## (kk)         “RedeemableStock” means Class A1 Convertible Shares, Class A2 Convertible Shares andClass A3 Convertible Shares.

## (ll)           “Reduction”means the share capital reduction completed by the Company on February 21, 2005pursuant to S.72, Companies Act 1963.

## (mm)       “Saleof the Company” means the sale of the Company after the Effective Date toan Independent Third Party or affiliated group of Independent Third Partiespursuant to which such party or parties acquire (i) more than 50% of the votingpower of the share capital of the Company or (ii) all or substantially all ofthe Company’s assets determined on a consolidated basis; provided thatin no event shall a Sale of the Company be deemed to arise, in whole or inpart, from completion of the Kappa Acquisition and completion of thetransactions contemplated by the Kappa Purchase Agreement.

## (nn)         “SecuritiesAct” means the Securities Act of 1933, as amended.

## (oo)         “Subsidiary”(pp)   means, with respect to any Person, anycorporation, limited liability company, partnership, association or otherbusiness entity of which (i) if a corporation, not less than 50% of thetotal voting power of stock entitled (without regard to the occurrence of anycontingency) to vote in the election of directors, managers or trustees thereofis at the time owned or controlled, directly or indirectly, by that Person orone or more of the other Subsidiaries of that Person or a combination thereof,or (ii) if a limited liability company, partnership, association or otherbusiness entity, a majority of the partnership or other similar ownershipinterest thereof is at the time owned or controlled, directly or indirectly, byany Person or one or more Subsidiaries of that person or a combinationthereof.  For purposes hereof, a Personor Persons shall be deemed to have a majority ownership interest in a limitedliability company, partnership, association or other business entity if suchPerson or Persons shall be allocated a majority of limited liability company,partnership, association or other business entity gains or losses or shall beor control the managing general partner of such limited liability company,partnership, association or other business entity.

# 8.             Notices.  Any notice provided for in this Agreementmust be in writing and must be either personally delivered, mailed by firstclass mail (postage prepaid and return receipt requested), sent by reputableovernight courier service (charges prepaid) or sent by facsimile (hard copy tofollow) to the recipient at the address or facsimile number indicated below:

14

----

To the Company:

c/o Smurfit KappaPublic Limited Company

Headquarters

Beech Hill

Clonskeagh

Dublin 4

Facsimile:        353-1-283-7113

With copies to:

Kirkland &Ellis LLP

200 East RandolphDrive

Chicago, IL 60601

Telephone:            (312)861-2000

Fax:         (312)861-2200

Attn:       Richard J. Campbell

To Executive:

At the address listed below Executive’s signature on the signature pageattached hereto.

or such other address or facsimile number or to theattention of such other person as the recipient party shall have specified by priorwritten notice to the sending part.  Anynotice under this Agreement shall be deemed to have been given when sodelivered or sent or, if mailed, five days after deposit in the mail, two daysafter being sent by reputable overnight courier service (charges prepaid) or onthe same day if received by facsimile during business hours on a business day(hard copy to follow).

# 9.      General Provisions.

## (a)    Transfers in Violation of Agreement.  Any Transfer or attempted Transfer of anyExecutive Stock in violation of any provision of this Agreement shall be void,and the Company shall not record such Transfer on its books or treat anypurported transferee of such Executive Stock as the owner of such stock for anypurpose.

## (b)    Severability. Whenever possible, each provision of this Agreement shall be interpretedin such manner as to be effective and valid under applicable law, but if anyprovision of this Agreement is held to be invalid, illegal or unenforceable inany respect under any applicable law or rule in any jurisdiction, suchinvalidity, illegality or unenforceability shall not affect any other provisionor any other jurisdiction, but this Agreement shall be reformed, construed andenforced in such jurisdiction as if such invalid, illegal or unenforceable provisionhad never been contained herein.

## (c)    Complete Agreement. This Agreement, those documents expressly referred to herein, theCompany’s Articles of Association and, with respect to any employee party tosuch an 

15

----

## employment letter, any employment letterbetween the Company or one of its Subsidiaries and an Executive embody thecomplete agreement and understanding among the parties and supersede andpreempt any prior understandings, agreements or representations by or among theparties, written or oral, which may have related to the subject matter hereofin any way (including, without limitation, the Prior Agreement).  Notwithstanding the foregoing, (i) nothingherein shall be deemed to amend, supersede or preempt any agreement of anExecutive made in any Acceptance Form included with that certain Exchange Offerinformation memorandum issued by SKG dated on or about January 19, 2004,including, without limitation, the power of attorney executed in connectiontherewith, (ii) nothing herein shall be deemed to amend, supersede or preemptany agreement of an Executive made in any Acceptance Form included with thatcertain Exchange Offer issued by the Company and dated January 26, 2007,including, without limitation, the power of attorney executed in connectiontherewith, and (iii) with respect to any individual party to any PriorAgreement that does not execute a counterpart to this Agreement to become partyhereto as an Executive, if the amendments affected by this Agreement are notbinding on such individual, such individual shall remain party to, and subjectto the rights, benefits and obligations of, the Prior Agreements to which suchExecutive is party.

## (d)     Counterparts.  ThisAgreement may be executed in separate counterparts (including by facsimile or electronictransmission), each of which is deemed to be an original and all of which takentogether constitute one and the same agreement.

## (e)      Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inureto the benefit of and be enforceable by each Executive, the Company, theInvestors and their respective successors and assigns (including subsequentholders of Executive Stock); provided that the rights and obligations ofExecutive under this Agreement shall not be assignable except in connectionwith a permitted transfer of Executive Stock hereunder.

## (f)       Choice of Law. This Agreement shall be governed by the internal law of Ireland.  Any suit or action brought against anyExecutive hereunder should be brought exclusively in the courts of Ireland (itbeing understood that, except as set forth in this sentence, nothing containedin this subparagraph (f) shall limit any party’s rights to bring anysuit against any party (other than any Executive) or with respect to the subjectmatter hereof in any other jurisdiction); provided that in the case more thanone Executive is bringing a claim against the Company on a set of relatedfacts, all such claims shall be joined in a single proceeding in Ireland.

## (g)      Remedies.  Each ofthe parties to this Agreement (including the Investors) shall be entitled toenforce its rights under this Agreement specifically, to recover damages andcosts (including reasonable attorneys fees) caused by any breach of anyprovision of this Agreement and to exercise all other rights existing in itsfavor.  The parties hereto agree andacknowledge that money damages may not be an adequate remedy for any breach ofthe provisions of this Agreement and that any party may in its sole discretionapply to an court of law or equity of competent jurisdiction (without postingany bond or deposit) for specific performance and/or other injunctive relief inorder to enforce or prevent any violations of the provisions of this Agreement.

16

----

 

## (h)      Amendment and Waiver. The provisions of this Agreement may be amended and waived with respectto any Executive only with the prior written consent of the Company and theMajority Holders; provided that any such amendment or waiver that adverselydiscriminates against an Executive in a manner that is adverselydisproportionate to such Executive relative to the Majority Holders shall beeffective against such Executive only with the prior written consent of suchExecutive.

## (i)       Business Days. If any time period for giving notice or taking action hereunder expireson a day which is a Saturday, Sunday or legal holiday in the state in which theCompany’s chief executive office is located, the time period shall beautomatically extended to the business day immediately following such Saturday,Sunday or holiday.

## (j)       Rights of the Company. Nothing in this Agreement shall interfere with or limit in any way theright of the Company to terminate an Executive’s employment, or service as anofficer or director at any time (with or without cause), nor confer upon anyExecutive any right to continue in the employ of, or to serve as an officer ordirector for, the Company for any period of time or to continue his or herpresent (or any other) rate of compensation, and in the event of his or hertermination of employment or termination of his service as an officer, ordirector (including, but not limited to, termination by the Company withoutcause) any portion of such Executive’s Convertible Shares that were notpreviously vested and convertible shall be forfeited.  Nothing in this Agreement shall confer uponany Executive any right to be selected again as a Management Equity Planparticipant.

## (k)      Adjustments.  Inthe event of a reorganization, recapitalization, stock dividend or stock split,or combination or other change in the Ordinary Shares, the Board may, in orderto prevent the dilution or enlargement of rights granted hereunder, make suchadjustments in the number and type of shares authorized by the ManagementEquity Plan, the number and type of shares in respect of which the ConvertibleShares granted hereunder are convertible and the Conversion Price specifiedherein as may be determined to be appropriate and equitable.  Any such adjustment shall be subject toconfirmation by the Company’s auditors.

## (l)       Effectiveness. This Agreement shall become effective, with respect to each Executive,upon the later of (i) execution and delivery of this Agreement by Persons partyto the Second Prior Agreement necessary to cause the amendments to the SecondPrior Agreement to be amended hereby and (ii) immediately prior to the Company’sinitial Listing becoming effective, at which point the Second Prior Agreementshall be amended and restated in its entirety by this Agreement.  Notwithstanding the foregoing, in the eventthat the Company’s initial Listing has not become effective on or prior toDecember 31, 2007, the Second Prior Agreement shall remain in full force andeffect and binding on the Company and the Executives.

## (m)     Taxes. TheCompany shall be entitled, if necessary or desirable, to withhold (or secure orrequire payment from an Executive in lieu of withholding) the amount of anywithholding or other tax due with respect to any amount payable and/or sharesissuable under this Agreement or the Management Equity Plan, and the Companymay defer any payment or issuance unless indemnified to its satisfaction withregard to any tax matter for the amounts payable or shares issuable.  Each Executive hereby indemnifies the Companyfor any tax, 

17

----

## liability, loss, expense or penalty that theCompany incurs as a result of an Executive not paying the aggregate taxes whichan Executive is required to pay in respect of the Convertible Shares issuedhereunder or the Ordinary Shares issued in respect thereof (including, in eachcase, upon sale or disposition thereof). Prior to withholding any amount or requiring any indemnification fromany Executive, the Company shall consult with the Executive and his taxadvisors regarding the withholding and the indemnification requested.

## (o)      Tax Advice.  EachExecutive will consult with his or her own tax advisor regarding the taxtreatment of the Ordinary Shares and the Convertible Shares (it beingunderstood that the Company is not giving an opinion with respect to norguaranteeing, and shall not be deemed to be giving an opinion with respect tonor guaranteeing, any tax results or consequences).  Without limiting the generality of theforegoing, nothing herein shall prohibit the Company from making any filings orreports it reasonably believes may be required to be made with localgovernmental authorities in respect of the Convertible Shares or the OrdinaryShares issued or issuable hereunder (including upon sale or dispositionthereof).

## 10.      Listing.  In theevent that the Board and the holders of a majority of the Ordinary Shares(voting as a single class) then outstanding approve a Listing, each Executiveshall take all necessary or desirable actions in connection with theconsummation of the Listing as requested by the Company.  In the event that such Listing is anunderwritten offering and the managing underwriters advise the Company inwriting that in their opinion the capital stock structure would adverselyaffect the marketability of the offering, each Executive shall consent to andvote for a recapitalization, reorganization and/or exchange of Ordinary Sharesinto securities that the managing underwriters, the Board and the holders of amajority of the Ordinary Shares then outstanding (voting as a single class)find acceptable, and each Executive shall take all necessary or desirableactions in connection with the consummation of the recapitalization,reorganization and/or exchange as requested by the Company: provided that theresulting securities reflect and are consistent with the rights and preferencesset forth in the Company’s Articles of Association as in effect immediatelyprior to such Listing.

18

----

 

## 11.      Certificates.  Inthe event that any Executive requests or demands that the Company issue one ormore certificates representing the shares of Executive Stock purchasedhereunder, the Company may require that the certificate be registered in thename of a nominee or custodian designated by the Company (the “Nominee”),and that, as a condition to such issuance, the Nominee will enter into anagreement with the Company which shall include, among other things, a provisionthat the Nominee will not Transfer such Executive Stock except in strictaccordance with the terms of this Agreement (in which case the Nominee shallgive prior written notice of such Transfer to the Company) without the priorwritten consent of the Company.  In theevent that the Nominee does not agree to enter into an agreement with theCompany, each holder of Executive Stock irrevocably agrees that the Company shallbe entitled to retain the certificates representing such Executive Stock infurtherance of such holder’s obligations hereunder.

*  * *  *  *

19

----

 

IN WITNESS WHEREOF, thisManagement Equity Agreement has been executed as of the date first writtenabove.
|        |   |                                 |
|--------|--------|--------------------------------------|
|   |   |                                 |
|        |   | SMURFIT KAPPA PUBLIC LIMITED COMPANY |
|   |   |                                 |
|   |   |                                 |
|   |   | By:                                  | /s/ Michael  O’Riordan |   |
|   |   |                                 |
|   |   | Its:                                 | Secretary |   |
|        |        |                                      |  |  |  |

 

20

----

Acknowledged and agreed as of the date first abovewritten (solely for purposes of consenting to the amendment and restatement ofthe Second Prior Agreement):

MDCP IV GLOBAL INVESTMENTS LP
| By:                            | MDP IV Global GP, LP         |
|--------------------------------|------------------------------|
| Its:                           | General Partner              |
|                           |                         |
| By:                            | MDP Global Investors Limited |
| Its:                           | General Partner              |
|                           |                         |
| By:                            | /s/ [Illegible]              |   |
| Its:                           |                         |   |
|                           |                         |   |
| MDCP III GLOBAL INVESTMENTS LP |                         |
|                           |                         |
| By:                            | MDP III Global GP, LP        |
| Its:                           | General Partner              |
|                           |                         |
| By:                            | MDP Global Investors Limited |
| Its:                           | General Partner              |
|                           |                         |
| By:                            | /s/ [Illegible]              |   |
| Its:                           |                         |   |
|                           |                         |   |
| MDSE III GLOBAL INVESTMENTS LP |                         |
|                           |                         |
| By:                            | MDP III Global GP, LP        |
| Its:                           | General Partner              |
|                           |                         |
| By:                            | MDP Global Investors Limited |
| Its:                           | General Partner              |
|                           |                         |
| By:                            | /s/ [Illegible]              |   |
| Its:                           |                         |   |
|                                |                              |  |  |

 

21

----

Acknowledged and agreed as of the date first abovewritten:

 
| /s/ Dr. MICHAEL  W.J. SMURFIT |   |
|-------------------------------|--------|
| Dr. Michael W.J. Smurfit      |
|                          |
|                          |
|                          |
| /s/ GARY  MCGANN              |   |
| Gary McGann                   |
|                          |
|                          |
|                          |
| /s/ ANTHONY  P.J. SMURFIT     |   |
| Anthony P.J. Smurfit          |
|                          |
|                          |
|                          |
| /s/ IAN J.  CURLEY            |   |
| Ian J. Curley                 |
|                               |        |  |  |  |

 

22

----

Acknowledged and agreed as of the date first abovewritten (solely for purposes of consenting to the amendment and restatement ofthe Second Prior Agreement):

Smurfit Kappa Feeder G.P. Limited acting in itscapacity as general partner of, and on behalf of, Smurfit Kappa Feeder L.P.

 
| By:    | /s/ CARL  HANSEN            |   |
|--------|-----------------------------|--------|
|   |                        |   |
| Its:   | Carl Hansen — Director |   |

 

23

----