Exhibit 10.1

MANAGEMENT EQUITY AGREEMENT

THIS MANAGEMENT EQUITY AGREEMENT (this "Agreement") is made as of February 6, 2004, among JSG Packaging
Limited, a private limited company organized under the laws of Ireland (the "Company"), and each of executives that become party hereto from time to
time pursuant to the Management Equity Plan (as hereinafter defined) by executing a signature page to be attached hereto (each an "Executive").

The
Company and each Executive desire to enter into an agreement pursuant to which such Executive shall exchange, and the Company shall issue, one of the Company's Ordinary Shares,
nominal value €0.001 per share (the "Ordinary Shares"), and one of the Company's Class A Convertible Shares, Class B
Convertible Shares and Class C Convertible Shares in exchange for each Ordinary Share, Class A Convertible Share, Class B Convertible Share and Class C Convertible Share
held by the Executive in Jefferson Smurfit Group Limited (formerly MDCP Acquisitions Limited). The exchange and issuance referred to in the immediately foregoing sentence is being consummated in
connection with the exchange of each issued and outstanding Ordinary Share, Class A Convertible Share, Class B Convertible Share and Class C Convertible Share of Jefferson Smurfit
Group Limited (the "JSG Shares") for one Ordinary Share, Class A Convertible Share, Class B Convertible Share and Class C
Convertible Share of the Company, respectively (including as may result from any compulsory share acquisition under Section 204 of the Irish Companies Act, such transaction, the
"Exchange"). The Ordinary Shares and Convertible Shares to be acquired by an Executive hereunder are being issued pursuant to and subject to the JSG
Packaging Limited 2004 Management Equity Plan, a copy of which is attached asAnnex Ahereto (as amended from time to time in accordance with its terms,
the "Management Equity Plan"). On the date that the exchange of all JSG Shares for shares of the Company is consummated (including after giving effect
to the compulsory acquisition procedure set forth in Section 204 of the Irish Companies Act 1963), the rights and obligations of the parties pursuant to that certain Amended and Restated
Management Equity Agreement, dated as of September 5, 2002, by and among Jefferson Smurfit Group Limited and the Executives shall be terminated in its entirety. Capitalized terms not otherwise
defined herein have the meanings set forth inparagraph 10of this Agreement.

The
parties hereto agree as follows:

1.Exchange of Ordinary Shares.



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2.Exchange of Convertible Shares.



Vesting Date

Cumulative Percentage of
Class A Convertible
Shares VestedDecember 31, 2005

33.3
%December 31, 2006

66.7
%December 31, 2007

100
%




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3.Representations and Warranties: Acknowledgments.



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4.Redemption Option.



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5.Restrictions on Transfer.



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6.Participation Rights.



7.Additional Restrictions on Transfer.Each holder of Executive Stock agrees not to effect any public sale or
distribution of any Executive Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the
seven days prior to and the 180 days after the effectiveness of any Listing, except as part of such Listing or if otherwise permitted by the Company.

8.Sale of the Company.



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9.Voting Agreement.So long as the MDCP Co-Investors, their Affiliates and Co-Investors
collectively hold a majority of the Ordinary Shares of the Company, each Executive holding Ordinary Shares shall vote all of his or her Ordinary Shares (and, in the event such holder is entitled to
vote any of the Company's other securities for the election of directors, such holder shall vote all such securities) and take all other necessary or desirable actions (in such holder's capacity as a
stockholder of the Company) as are requested by the MDCP Co-Investor Majority in order to cause the representatives to be elected as members of the Board as directed by the MDCP
Co-Investor Majority. In addition, each holder shall not vote his or her Ordinary Shares (or other voting securities) in connection with the removal of any MDCP Co-Investor's
designees or any other Board member as a director unless and until the MDCP Co-Investor Majority directs such holder how to vote on such removal. In addition, each holder shall at all such
times vote his or her Ordinary Shares (and such other voting securities) and Convertible Shares on all matters on which they are entitled to vote as directed by the MDCP Co-Investor
Majority as long as such vote is not adversely discriminatory to an
Executive or holders of Convertible Shares in a manner different from the MDCP Co-Investor Majority or holders of Ordinary Shares, respectively. The provisions of this paragraph 9
shall terminate as of the effective date of the Company's initial Listing or upon consummation of a Sale of the Company. Notwithstanding anything to the contrary set forth in this paragraph 9,
each holder shall cast all votes in respect of his Ordinary Shares, other voting securities of the Company and Convertible Shares (to the extent that such shares are entitled to vote) in favor of the
conversion of the Company from a public company to a private company or a private company to a public company.

10.Definitions.



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€R

=

RA + I + CN + W


| | Where:
| | ------
| | R     
| | RA    
| | I     
| | C     
| | N     
| | W     



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11.Notices.Any notice provided for in this Agreement must be in writing and must be either personally
delivered, mailed by first class mail (postage prepaid and return receipt requested), sent by reputable
overnight courier service (charges prepaid) or sent by facsimile (hard copy to follow) to the recipient at the address or facsimile number indicated below:



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

12.General Provisions.



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13.Listing.In the event that the Board and the holders of a majority of the Ordinary Shares (voting as a
single class) then outstanding approve a Listing, each Executive shall take all necessary or desirable actions in connection with the consummation of the Listing as requested by the Company. In the
event that such Listing is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the capital stock structure would adversely affect the
marketability of the offering, each Executive shall consent to and vote for a recapitalization, reorganization and/or exchange of Ordinary Shares into securities that the managing underwriters, the
Board and the holders of a majority of the Ordinary Shares then outstanding (voting as a single class) find acceptable, and each Executive shall take all necessary or desirable actions in connection
with the consummation of the recapitalization, reorganization and/or exchange as requested by the Company: provided that the resulting securities reflect and are consistent with the rights and
preferences set forth in the Company's Articles of Association as in effect immediately prior to such Listing.

14.Certificates.In the event that any Executive requests or demands that the Company issue one or more
certificates representing the shares of Executive Stock purchased hereunder, the Company may require that the certificate be registered in the name of a nominee or custodian designated by the Company
(the "Nominee"), and that, as a condition to such issuance, the Nominee will enter into an agreement with the Company and the MDCP
Co-Investor Majority which shall include, among other things, a provision that the Nominee will not Transfer such Executive Stock except in strict accordance with the terms of this
Agreement (in which case the Nominee shall give prior written notice of such Transfer to the Company and the MDCP Co-Investor Majority) without the prior written consent of the Company and
MDCP Co-Investor Majority. In the event
that the Nominee does not agree to enter into an agreement with the Company, each holder of Executive Stock irrevocably agrees that the Company shall be entitled to retain the certificates
representing such Executive Stock in furtherance of such holder's obligations hereunder.

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* * * *

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IN
WITNESS WHEREOF, this Management Equity Agreement has been executed as of the date first written above.

| |  | JSG PACKAGING LIMITED
| |  | ---------------------
| |  | By:                  
| |  |                      
| |  | Its:                 
| |  |                      

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| |  | For signature by individuals                                 
| |  | -------------------------------------------------------------
| |  | Signature:                                                   
| |  |                                                              
| |  | Name:                                                        
| |  |                                                              
| |  |                                                              
| |  | For signature by partnerships, corporations or other entities
| |  | Name:                                                        
| |  |                                                              
| |  |                                                              
| |  | Ordinary Shares:                                             
| |  | Class A Convertible Shares:                                  
| |  | Class B Convertible Shares:                                  
| |  | Class C Convertible Shares:                                  
| |  | Class D Convertible Shares: 0                                

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