Exhibit 10.4

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JSG
PACKAGING LIMITED

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|2004 MANAGEMENT EQUITY PLAN
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JSG PACKAGING LIMITED  2004 MANAGEMENT EQUITY PLAN

1.Title and Purpose.This plan shall be known as the JSG Packaging Limited 2004 Management Equity Plan (as
amended, supplemented or restated from time to time, this "Plan"). This Plan is intended to promote the long-term growth and profitability of JSG Packaging Limited, an Irish private
limited company (the "Company"). Under this Plan, the Company will issue Ordinary Shares, Class A Convertible Shares, Class B Convertible Shares, Class C Convertible Shares and/or
Class D Convertible Shares to Participants. This Plan was adopted by the Board on February 6, 2004. Capitalized terms used and not otherwise defined herein have the meanings indicated
for such terms in Section 10 of this Plan.

2.Administration.This Plan shall be administered by the Board. The Board shall have full power to
(a) establish and amend rules for the administration of this Plan, but subject to the amendment provisions of this Plan and the Management Equity Agreement, (b) correct any defect or
omission and to reconcile any inconsistency in this Plan or in the Management Equity Agreement to the extent the Board deems desirable to carry into effect this Plan or the terms of the Management
Equity Agreement, and (c) delegate certain duties of the Board hereunder to one or more agents to assist in the administration of this Plan. The Company's chief executive officer shall
(x) select Participants and shall determine the number of Ordinary Shares and Convertible Shares to be sold to each Participant, subject in each case to the approval of the Board (which
approval will not be unreasonably withheld, nor will a decision on its grant or withholding be unreasonably delayed) and (y) determine to whom Convertible Shares or Ordinary Shares repurchased
from Participants shall be reissued (which determination shall be made in consultation with the Board (which consultation may occur after reissue in the case of individual recruits)); providedthat all
such issuances or reissues to the Company's chairman, chief executive officer, chief operations officer or chief financial officer
shall require the consent of the Board (which may be given or withheld in the Board's absolute discretion) prior to such issuance or reissue. The Board may act by a majority of a quorum present at a
meeting.

3.Shares Reserved for This Plan.An aggregate of 16,014,334 Ordinary Shares shall be reserved for issuance
pursuant to this Plan (as may be adjusted (including with respect to the conversion of Convertible Shares) pursuant to the following sentence, "Shares"), of which 8,606,334 Ordinary Shares shall be
reserved for issuance upon conversion (either direct or indirect) of Class D Convertible Shares. In order to prevent the dilution or enlargement of rights of Ordinary Shares or Convertible
Shares issued or sold under this Plan generally, in the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation or other change in the
Ordinary Shares or Convertible Shares, the Board shall make appropriate changes (which changes shall be subject to
confirmation by the Company's auditors) in the number and type of Ordinary Shares and Convertible Shares authorized by this Plan, the number and type of Ordinary Shares covered by conversion of the
Class D Convertible Shares, the number and type of Class D Convertible Shares covered by conversion of the Class A Convertible Shares, Class B Convertible Shares and
Class C Convertible Shares, respectively, and the prices specified therein.

4.Issuance of Ordinary Shares and Convertible Shares.All issuances of Ordinary Shares and Convertible Shares
pursuant to this Plan shall be pursuant to and in accordance with a written agreement between the Company and the Participants expressly issuing such Ordinary Shares or Convertible Shares (the
"Management Equity Agreement") and no Participant shall have any rights in respect of any Ordinary Shares or Convertible Shares issued under this Plan unless and until such Participant has executed
and delivered the Management Equity Agreement and has paid the purchase price and/or conversion price therefor. The Management Equity Agreement shall provide, among other things, the Company (and such
other persons as the Company shall designate) the right to repurchase from such Participant some or all of his or her Convertible Shares (and Ordinary Shares issuable upon conversion of Convertible
Shares) upon the termination of such Participant's employment or service as

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an
officer or director with the Group Companies for any reason. If any Shares are repurchased by the Company, such Shares shall again be available for reissuance under this Plan.

5.Certain Terms of Ordinary Shares and Convertible Shares.



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6.Additional Provisions.



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7.Amendment.At any time the Board may make such administrative additions or amendments as it deems advisable
under this Plan. If any addition or amendment is not administrative, such amendment shall be effective if it has received the prior written consent of (a) the Board and (b) (i) as long
as Gary McGann serves as the chief executive officer of the Company, Gary McGann, (ii) after Gary McGann no longer serves as the chief executive officer of the Company, any of
Dr. Michael W.J. Smurfit, Anthony P.J. Smurfit or Ian J. Curley, as long as any such Person remains a senior executive officer of the Company, or (iii) the holders of a majority of the
Convertible Shares (and Ordinary Shares issued upon conversion of the Convertible Shares) issued hereunder that are then outstanding.

8.Termination.This Plan shall terminate on December 31, 2008. No securities shall be issued under this
Plan after this Plan's termination, but the termination of this Plan shall not have any other effect.

9.Financial Statements.Upon the reasonable request to the Chief Executive Officer or the Board of any
Participant then holding Ordinary Shares or Convertible Shares issued hereunder, the Company will provide or make available for inspection by such Participant copies of the annual audited financial
statements of the Company.

10.Definitions.



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11.Effectiveness.This Plan shall become effective upon consummation of the Exchange (as defined in the
Management Equity Agreement, dated as of the date hereof).

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