**Exhibit4.13**

 

**Jefferson Smurfit Group Limited**

 

BeechHill, Clonskeagh,

Dublin 4, Ireland.

 

Tel(+353 1) 202 7000

Fax (+353 1) 269 4481

 

31 October 2003

 

PERSONAL AND CONFIDENTIAL

 

Dr. Michael W.J. Smurfit

Le Florestan

35 Blvd. du Larvotto

Monaco

 

Dear Dr. Smurfit:

 

On behalf of Jefferson Smurfit Group Limited (“JSG”),we are pleased to offer you, with effect from 1 January 2003, the followingterms and conditions of employment by JSG.

 

1.     Youwill be the Chairman of the Board of Directors of JSG (the “Board”) on theterms and conditions set out in this letter. As Chairman, you will beresponsible and report to the Board.

 

2.     Yourrole of Chairman will include the responsibility of chairing and conducting themeetings of the Board and such other duties and responsibilities as may beagreed between JSG and yourself from time to time.

 

3.     Youraggregate compensation will be €300,000.00 per annum (the “Compensation”). Thesalary component of the Compensation will be paid in equal installments inaccordance with JSG’s payroll practices. All remuneration and amounts payableto you pursuant to this paragraph 3 or otherwise shall be subject to such taxand other statutory deductions as are required to be deducted at source andremitted to the appropriate revenue authorities. You will not be entitled toreceive any additional compensation or any expensereimbursement from JSG.

 

4.     Subjectto earlier termination by JSG or you, you will serve as Chairman until November1, 2008. If your employment is terminated by JSG prior to that date, eitherwith or without cause, you will be entitled to receive as severance an amountequal to one year’s Compensation. Such severance shall be payable to you withinthirty days of your termination of employment. As a pre-condition to yourreceipt of any such severance payments and as a material term of thisagreement, you agree that in the event of such termination you will execute amutually acceptable and complete release in favor of each of the GroupCompanies (including, without limitation, a full and final settlement,discharge and waiver of all rights under law (including but not limited tostatutory, contractual and other common law rights) with respect to youremployment and/or the termination of your employment and/or such payment uponany termination in which you are entitled to such severance benefits). The rightsunder this paragraph shall be in replacement of, rather than in addition to,any rights that you may have under law (including, without limitation, paymentin lieu of notice).

 

5.     Whenused herein, “Group Companies” means JSG and each of its subsidiaries andAssociated Companies and “Group Company” means any such company and “AssociatedCompany” means any company having an Equity Share Capital (as defined inSection 155 of the Companies Act 1963) of which not less than 20% in nominalvalue is beneficially owned by any Group Company.

 

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6.     Youagree that so long as you serve on the board of any Group Company (the “RestrictedPeriod”) you shall not: (i) within any area of the world where any GroupCompany conducts a material portion of its business (the “Restricted Area”) orany part thereof, carry on either directly or indirectly, on your own behalf oron behalf of any other person, firm, company or entity, any material businessof the same or similar kind to that in which any Group Company is engaged, (ii)induce or attempt to induce any employee of any Group Company to leave theemploy of the Group Companies, or in any way interfere with the relationshipbetween any Group Company and any employee thereof and or (iii) call on,solicit the custom or business of or service any customer, supplier, licensee,licensor or other business relation of any Group Company in order to induce orattempt to induce such person or entity to cease doing or reduce the amount ofbusiness with any Group Company, or in any way interfere with the relationshipbetween any such customer, supplier, licensee or business relation and anyGroup Company (including but not limited to making any negative statements orcommunications about any Group Company, or any employee, director or stockholderthereof).

 

7.     Youagree that all trade secrets, confidential operations, processes or dealings,or any information concerning the organization, business, finances,transactions and affairs, other than information that becomes publiclyavailable other than through breach of this provision by you, shall be keptconfidential both during the term of this letter agreement and thereafter. Allnotes, memoranda, reports and information compiled by you during youremployment (in whatever form compiled) regarding the business, affairs andoperations of the Group Companies shall be and at all times remain the propertyof the Group Companies.

 

8.     Effectiveas of the date of this letter agreement, you agree that all indemnificationagreements or provisions currently in effect between you and any of the GroupCompanies with respect to existing litigation arising in Spain shall be amendedto require JSG’s consent prior to settlement in excess of €47.0 million in theaggregate. Subject to the amendment set forth in the immediately foregoingsentence, JSG will cause the Group Companies to honor the indemnificationobligations with respect to the Spanish litigation to you as such agreementsexist as of the date of this letter.

 

9.     Weagree that the Chairman’s Dinner in Dublin will continue as an annual event, atthe expense of JSG and its Subsidiaries, and will be hosted by you in yourcapacity as Chairman of JSG and its subsidiaries.

 

10.   Uponexecution of this letter agreement by each party hereto, this letter agreementshall be binding and enforceable upon each party hereto and shall amend andsupersede any other agreement(s) with JSG and/or any of its subsidiariesregarding the subject matter hereof to which you are a party prior to the datehereof. Provided, however, that nothing in this letter agreement shall preventyou from entering into and exercising and performing all your rights andresponsibilities under any consultancy or employment agreements with any otherMember of the Group, any such agreement to be effective in accordance with itsterms.

 

11.   TheUnfair Dismissals Act 1977 -2001 will not apply to a termination consistingonly of the expiration of the term of your employment without it being renewed.

 

12.   Thisletter agreement may be executed in multiple counterparts (including byfacsimile), each of which shall constitute one and the same original. Thisletter agreement shall be construed in accordance with the internal laws ofIreland.

 
| JEFFERSON SMURFIT GROUP LIMITED          |
|------------------------------------------|
|                                     |
| By:                                      | /s/ Michael O’Riordan |   |
|                                     |   |   |
| Its:                                     | Secretary |   |
|                                     |
| Acknowledged and Accepted:               |
|                                     |
| DR. MICHAEL W.J. SMURFIT                 |
|                                     |
|   /s/ Dr. Michael W.J. Smurfit |   |
|                                     |
| Date:                                    | 31/10/2003 |   |

 

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