Exhibit 10.3

CORPORATE GOVERNANCE AGREEMENT

THIS CORPORATE GOVERNANCE AGREEMENT is made as of February 6, 2004, among JSG Packaging Limited, a private limited company incorporated under the laws of
Ireland (the "Company"), each of the MDCP Co-Investors, Dr. Michael W.J. Smurfit
("MWJS"), Gary McGann ("GMcG"), Anthony Smurfit
("APJS"), Ian Curley ("IJC"), and each of the Persons listed on theSchedule of
Other Investorsattached hereto (each, an "Other Investor" and collectively, the "Other
Investors"). MWJS, GMcG, APJS and IJC are collectively referred to herein as the "Management Investors" and individually as a
"Management Investor". The Other Investors and the Management Investors are collectively referred to herein as "Minority
Investors" and in the singular as a "Minority Investor." The MDCP Co-Investors and the Minority Investors are
collectively referred to herein as the "Investors" and in the singular as an "Investor". Except as
otherwise indicated herein, capitalized terms used herein are defined in Section 3 hereof.

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

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"); and

WHEREAS,
the Investors propose to enter into this Agreement in order to establish certain governance provisions relating to the Company and its Subsidiaries.

NOW,
THEREFORE, the parties hereto agree as follows:

Section 1.Voting.From and after the date hereof and until the provisions of this Section 1 cease
to be effective, each Investor shall vote all of his Ordinary Shares and any other voting securities of the Company over which such Investor has voting control and shall take all other reasonably
necessary or
desirable actions within his control in his capacity as a stockholder of the Company only (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a
quorum and execution of written consents in lieu of meetings), and the Company shall take all reasonably necessary or desirable actions within its control (including, without limitation, calling
special board and stockholder meetings), so that:



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Section 2.Certain Governance Rights.



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Section 3.Definitions.

"Affiliate" means, with respect to any Person, any Person controlling, controlled by or under common control with, such Person.

"Family Group" means, with respect to any Person, such Person's spouse, siblings, descendants and siblings' descendants (and any trust
solely for the benefit of such Person, his spouse, siblings, descendants and siblings' descendants).

"5% Owner" means any Person that owns 5% or more of the Company's Ordinary Shares on a fully-diluted basis.

"Independent Third Party" means any Person who, immediately prior to the contemplated transaction, is not a 5% Owner, is not controlling,
controlled by or under common control with any 5% Owner and is not the spouse or descendent (by birth or adoption) of any 5% Owner.

"JSG" means Jefferson Smurfit Group Limited, an Irish private limited company.

"Listing" means the admission of all or any part of the Ordinary Shares to the Official List of The Irish Stock Exchange Limited or the
Official List of the UK Listing Authority, and to trading on the

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market
for listed securities of the London Stock Exchange or to trading on the Alternative Investment Market or the taking effect of any granting of permission to deal in the same on any recognized
investment exchange (as that term is used in the Financial Services Act 1986) or the registration of all or any of the Ordinary Shares (or equivalent securities of any Subsidiary or American
Depository Receipts with respect to any of the forgoing) on Form F-1, F-2 or F-3 (or any similar long-form or short-form
registrations) pursuant to the United States Securities Act of 1933 (as amended) or any similar US federal law, or any similar listing or registration by the Company of the Ordinary Shares on the
public stock exchange or securities market in any other jurisdiction.

"MDCP Co-Investor Majority" means the holders of a majority of the Ordinary Shares held by all MDCP Co-Investors.

"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, having the rights set forth in the Company's Articles of Association.

"Person" means an individual, a partnership, a limited liability company an unlimited liability company, a company limited by guarantee, a
corporation, 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.

"Purchased Equity Holder" means any Person party to the Corporate Governance Agreement, dated as of July 4, 2002 that had acquired
Ordinary Shares of Jefferson Smurfit Group Limited on or before the Settlement Date.

"Sale of the Company" means the sale of the Company to an Independent Third Party or affiliated group of Independent Third Parties
pursuant to which such party or parties acquire (i) capital stock of the Company possessing the voting power to elect a majority of the Company's board of directors (whether by merger,
consolidation or sale or transfer of the Company's capital stock) or (ii) all or substantially all of the Company's assets determined on a consolidated basis.

"Settlement Date" means the date for settlement of consideration after the date that the Take-Over Offer has become or been
declared unconditional in all respects

"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.

"Take-Over Offer" means an offer for the entire issued and to be issued share capital of Jefferson Smurfit Group plc made by
the Company or one of its Subsidiaries.

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Section 4.Miscellaneous.



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or
to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.



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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:                          
| |  | Dr. Michael W.J. Smurfit      
| |  | Gary McGann                   
| |  | Anthony P.J. Smurfit          
| |  | Ian J. Curley                 

[Signature Page to Corporate Governance Agreement]

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

[Signature Page to Corporate Governance Agreement]

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SCHEDULE OF OTHER INVESTORS

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

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

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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

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

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Randolph
Street Partners V
Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, IL 60601
Attention: William Kirsch

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

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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