Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of February 6, 2004, among JSG Packaging
Limited, a private limited company registered under the laws of the Republic of Ireland (the "Company"), each of the MDCP Co-Investors and
each of the Persons listed on the Schedule of Minority Investors attached hereto (each a "Minority Investor" and collectively, the
"Minority Investors"). The MDCP Co-Investors and the Minority Investors are collectively referred to herein as the
"Investors" and individually as an "Investor". Capitalized terms used but not otherwise defined herein
have the meanings set forth inSection 7hereof.

WHEREAS,
Jefferson Smurfit Group Limited (formerly MDCP Acquisitions Limited) (the "Prior Parent") and the Investors are parties to that
certain Amended and Restated Registration Rights Agreement, dated as of September 5, 2002 (the "Existing Agreement"); and

WHEREAS,
on or about the date hereof, holders of Ordinary Shares of Prior Parent, nominal value €0.001 per share (the "Prior Parent Ordinary
Share") are exchanging each such Prior Parent Ordinary Share for one Ordinary Share of the Company (the "Exchange");

WHEREAS,
the parties desire, that upon effectiveness of the Exchange, the Investors be granted the registration rights set forth herein.

NOW,
THEREFORE, in consideration of the mutual promises made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, agree as follows:

1.Demand Registrations.



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2.Piggyback Registrations.



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3.Registration Procedures.Whenever the holders of Registrable Securities have requested that any Registrable
Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended
method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:



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4.Registration Expenses.



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5.Indemnification.



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6.Participation; Holdback.



7.Definitions.

"Affiliate" means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person or any
other Person that is a Permitted Transferee of such Person within the meaning of the Shareholders Agreement.

"Board" means the Company's board of directors.

"Class D Convertible Shares" shall have the meaning given to such term in the Company's Articles of Association.

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"Convertible Shares" shall have the meaning given to such term in the Company's Articles of Association.

"Exchange Act" mans the United States Securities Exchange Act of 1934, as amended from time to time.

"Family Group" means any Minority Investor's spouse, descendants (whether natural or adopted), siblings and siblings' descendants and any
trust solely for the benefit of a Minority Investor and/or such Minority Investor's spouse, descendants, siblings and/or siblings' descendants.

"Initial Public Offering" means the initial sale of Ordinary Shares to the public registered under the Securities Act on
Form S-1 or any similar form.

"MDCP Co-Investor Registrable Securities" means all Registrable Securities held by the MDCP Co-Investors and their
respective Affiliates and, to the extent agreed to in writing by the holders of a majority of the MDCP Co-Investor Registrable Securities, any of their transferees, successors or assigns.

"MDCP Co-Investors" means, collectively, MDCP IV Global Investments LP, MDCP III Global Investments LP, MDSE III Global
Investments LP and any Affiliate of the foregoing that owns or holds Ordinary Shares as of the date of determination and "MDCP Co-Investor" means any of the MDCP Co-Investors.

"Ordinary Shares" means the Company's Ordinary Shares, nominal value €0.001 per share, or any shares into which the
Ordinary Shares are converted or exchanged.

"Other Registrable Securities" means, collectively, all Registrable Securities other than the MDCP Co-Investor Registrable
Securities;providedthat, without the consent of the holders of a majority of the MDCP Co-Investor Registrable Securities, Other
Registrable Securities shall not include any Ordinary Shares held by any Person other than a Minority Investor or any of its Affiliates or Family Group.

"Permitted Transferee" has the meaning given to such term in the Shareholders Agreement.

"Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

"Public Sale" means any sale of Registrable Securities to the public pursuant to an offering registered under the Securities Act or to the
public through a broker, dealer or market maker pursuant to the provisions of Rule 144 adopted under the Securities Act.

"Registrable Securities" means (i) any Ordinary Shares held by any party hereto (or issued upon conversion of any Class D
Convertible Shares of the Company held by any party hereto), (ii) any Ordinary Shares issued or issuable with respect to the securities referred to in clause (i) by way of a share
dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise; providedthat with respect to any Registrable
Securities, such securities shall cease to be Registrable Securities (x) when they have been
distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the
Securities Act (or any similar rule promulgated by the SEC then in force) and (y) unless otherwise consented to by the holders of a majority of the MDCP Co-Investor Registrable
Securities, when any Registrable Securities are held by any Person other than a MDCP Co-Investor, a Minority Investor or any of their respective Affiliates or Family Group.

"SEC" means the United States Securities and Exchange Commission.

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"Securities Act" means the United States Securities Act of 1933, as amended from time to time.

"Shareholders Agreement" means that certain Exchange and Shareholders Agreement, dated as of February 6, 2004, by and among the
Company, the MDCP Co-Investors and certain other Investors party thereto from time to time.

"Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association or other business
entity of which (i) if a corporation, a majority of the total voting power of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a
limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or
indirectly, by any Person or one or more Subsidiaries of that person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a
majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing general partner of such limited liability company,
partnership, association or other business entity. Reference to any "Subsidiary" of the Company shall be given effect only at such times as the Company has one or more Subsidiaries.

8.Miscellaneous.



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

| |  | JSG PACKAGING LIMITED           
| |  | --------------------------------
| |  | By:                             
| |  | Its:                            
| |  | MDCP IV GLOBAL INVESTMENTS LP   
| |  | By:                             
| |  | Its:                            
| |  | By:                             
| |  | Its:                            
| |  | By:                             
| |  | Its:                            
| |  | MDCP III GLOBAL INVESTMENTS LP  
| |  | By:                             
| |  | Its:                            
| |  | By:                             
| |  | Its:                            
| |  | By:                             
| |  | Its:                            
| |  | MDSE III GLOBAL INVESTMENTS LP  
| |  | By:                             
| |  | Its:                            
| |  | By:                             
| |  | Its:                            
| |  | By:                             
| |  | Its:                            
| |  | BACCHANTES TWO LIMITED          
| |  | By: Dr. Michael W.J. Smurfit    
| |  | Gary McGann Anthony P.J. Smurfit
| |  | Ian J. Curley                   

[Signature Page to Registration Rights Agreement]

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| |  | For signature by individuals                                 
| |  | -------------------------------------------------------------
| |  | Signature:                                                   
| |  | Name:                                                        
| |  | For signature by partnerships, corporations or other entities
| |  | Name:                                                        
| |  | Signature:                                                   
| |  | Name:                                                        

[Signature Page to Registration Rights Agreement]

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SCHEDULE OF MINORITY INVESTORS

Bacchantes
Two Limited
15-19 Athol Street
Douglas, Isle of Man

Gary
McGann
Cherryfield
Stonehouse
Donnybrook
Dublin 4

Anthony
P.J. Smurfit
Fournaughts
Johnstown
Naas
Co Kildare

Ian
J. Curley
1 Mount Salus
Knocknacree Road
Dalkey
Co Dublin

Mid-Ocean
Europe GP (Jersey) Limited
Mid-Ocean Partners
3rd Floor
1 Chester Street
London SW1X 7HP
Attention: Hugh Briggs

J.P.
Morgan Partners Global Investors, L.P.
J.P. Morgan Partners
1221 Avenue of the Americas, 39th Floor
New York, NY 10020
Attention: Robert Ruggiero

J.P.
Morgan Partners Investors (Cayman), L.P.
J.P. Morgan Partners
1221 Avenue of the Americas, 39th Floor
New York, NY 10020
Attention: Robert Ruggiero

J.P.
Morgan Partners Global Investors A, L.P.
J.P. Morgan Partners
1221 Avenue of the Americas, 39th Floor
New York, NY 10020
Attention: Robert Ruggiero

J.P.
Morgan Partners Global Investors
    (Cayman) II, L.P.
J.P. Morgan Partners
1221 Avenue of the Americas, 39th Floor
New York, NY 10020
Attention: Robert Ruggiero

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J.P.
Morgan Partners (BHCA), L.P.
J.P. Morgan Partners
1221 Avenue of the Americas, 39th Floor
New York, NY 10020
Attention: Robert Ruggiero

Arthur
Street Portfolio, L.P.
Merrill Lynch Private Equity Partners
800 Scudders Mill Road
Plainsboro, NJ 08536
Attention: Mike Cerminaro

Arthur
Street Fund, L.P.
Merrill Lynch Private Equity Partners
800 Scudders Mill Road
Plainsboro, NJ 08536
Attention: Mike Cerminaro

Vesey
Street Portfolio, L.P.
Merrill Lynch Private Equity Partners
800 Scudders Mill Road
Plainsboro, NJ 08536
Attention: Mike Cerminaro

Vesey
Street Fund, L.P.
Merrill Lynch Private Equity Partners
800 Scudders Mill Road
Plainsboro, NJ 08536
Attention: Mike Cerminaro

Passage
Portfolio, L.P.
Merrill Lynch Private Equity Partners
800 Scudders Mill Road
Plainsboro, NJ 08536
Attention: Mike Cerminaro

Northwestern
University
Investment Office
633 Clark Street, Crown 1-209
Evanston, IL 60208
Attention: Du H. Chai

Techline
Investment Ltd.
GIC Special Investments Pte Ltd
156 West 56th Street
Suite 190
New York, NY 10019
Attention: David L. Chiang

Teachers
Insurance and Annuity Association of America
TIAA-CREF
730 Third Avenue
New York, NY 10017
Attention: Holly D. Holtz

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BVCF
IV, L.P.
Adams Street Partners
One North Wacker
Suite 2200
Chicago, IL 60606-2807
Attention: David S. Timson

TCW/Crescent
Mezzanine Trust
TCW/Crescent Mezzanine, LLC
200 Crescent Court
Suite 1600
Dallas, TX 75201
Attention: Tim Costello

TCW/Crescent
Mezzanine Partners III, L.P.
TCW/Crescent Mezzanine, LLC
200 Crescent Court
Suite 1600
Dallas, TX 75201
Attention: Tim Costello

TCW
Crescent Mezzanine Partners III Netherlands, L.P
TCW/Crescent Mezzanine, LLC
200 Crescent Court
Suite 1600
Dallas, TX 75201
Attention: Tim Costello

Stanley
Shuman
Allen & Company
711 5th Avenue
New York, NY 10022

Macxe
LLC
Allen & Company
711 5th Avenue
New York, NY 10022

Eran
Ashany
Allen & Company
711 5th Avenue
New York, NY 10022

Walter
O'Hara, Jr.
Allen & Company
711 5th Avenue
New York, NY 10022

Robert
Dean
Allen & Company
711 5th Avenue
New York, NY 10022

Schwerin
Company, L.L.C.
Michael Schwerin
President
One Bayview Avenue
Oyster Bay, New York 11771

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Paul
Magnell
CEO
Bay State Paper Company
892 River Street
Hyde Park, MA 02136

Special
Co-Invest I
Madison Dearborn Partners, LLC
Three First National Plaza
Suite 3800
Chicago, Illinois 60602
Attention: David Mosher

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