**Exhibit 4.20**

**S.I. HOLDINGS LIMITED**

P.O. Box HM 1179

Cedar House

41 Cedar Avenue

Hamilton HM 12

Bermuda

February 9, 2007

PERSONAL AND CONFIDENTIAL

Dr.Michael W.J. Smurfit

Le Florestan

35 Blvd. du Larovotto

Monaco

Dear Dr. Smurfit:

Reference is made to (i)that certain letter agreement, dated as of October 31, 2003, by and betweenS.I. Holdings Limited (the “Corporation”) and you (as the same has beenor may be expressly, impliedly or by operation of law, amended, restated,modified, supplemented or waived from time to time, together the “EmploymentLetter”), (ii) that certain Shareholders and Corporate GovernanceAgreement, dated as of December 1, 2005, by and among Smurfit Kappa GroupLimited (the “Company”), you and certain other shareholders of theCompany (as the same has been or may be amended, restated, modified,supplemented or waived from time to time, the “Shareholders Agreement”),and (iii) that certain Amended and Restated Management Equity Agreement, datedas of December 1, 2005, by and among the Company and certain managementstockholders of the Company (as the same has been or may be amended, restated,modified, supplemented or waived from time to time, the “Management EquityAgreement” and, together with the Employment Letter and the ShareholdersAgreement, the “Relevant Agreements”). Capitalized terms used, but not otherwise defined, herein shall have themeanings given to such terms in the Shareholders Agreement.

This letter agreementsets forth certain agreements between the Corporation (acting on its own behalfand each Group Company that it is authorized to act on behalf of) and you inthe event that a Listing becomes effective (the time of such effectiveness, the“Effective Time”).

# 1.                                       Youhereby resign, with effect immediately prior to the Effective Time, as anemployee of, and service provider to, the Corporation and hereby agree that,from and after the Effective Time, (i) you shall not seek appointment to anyboard of directors of or as an officer of any Group Company and (ii) neitheryou nor Bacchantes Two Limited shall

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# directly or indirectly cause the appointment of anymember of the board of directors of any Group Company.

# 2.                                       Notlater than the 30th day after the Effective Time, the Company shall pay to youin a single lump sum an amount equal to the sum of (a) €2,450,000 plus (b) anamount equal to the result determined as (i) €2,750,000 multiplied by (ii) afraction, (x) the numerator of which is the number of days beginning on thedate that is the one year anniversary of the Effective Time and ending on June30, 2010 and (y) the denominator of which is 365; provided that suchamount shall be reduced for tax and other statutory deductions as are requiredto be deducted at source and remitted to the appropriate revenue authorities.The payments under this paragraph shall be in replacement of, rather than inaddition to, any rights, whether arising out of or in connection with youremployment by the Corporation and/or any Group Company or otherwise howsoeverarising, that you may have under law (including, without limitation, any bonusentitlement or payment in lieu of notice), other than any payments due to youunder any contract with the Company entered into on the date hereof.  Effective as of the date of this letteragreement, your right to participate in any employee benefit arrangement of anyGroup Company will cease; provided, however, that the Convertible Shares(as defined in the Management Equity Agreement) and Ordinary Shares held by youand Bacchantes Two Limited will be held, for the period up to the EffectiveTime, in accordance with the terms of the Management Equity Agreement and,effective as of the Effective Time, in accordance with the provisions ofparagraph 5 of this letter agreement.

# 3.                                       Asmaterial consideration for the covenants and agreements of the Company and theGroup Companies hereunder, effective as of the Effective Time, you herebyrelease, waive, discharge and covenant not to sue each of the Group Companiesfrom any and all claims, suits, demands, causes of action, contracts,covenants, obligations, debts, costs, expenses, attorneys’ fees, liabilities ofwhatever kind or nature in law or equity, by statute, common law, contract orotherwise whether now known or unknown, vested or contingent, suspected orunsuspected, and whether or not concealed or hidden, which have existed or mayhave existed, or which do exist, through the Effective Time with respect toyour employment and service as a member of the board of directors and/or thetermination of your employment and service as a member of the board ofdirectors (including, without limitation, any rights to post-terminationpayment or bonus or payment in lieu of notice, whether arising out of or inconnection with your employment by the Company and/or any Group Company orotherwise); provided that the foregoing release, waiver and dischargeshall not apply to any of your rights under this letter agreement.

# 4.                                       Whenused herein, “Group Companies” means the Company and 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.

# 5.                                       Effectiveas of the Effective Time, all of your rights and obligations, and those ofBacchantes Two Limited, against and to the Company and all Group Companiesunder 

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# the Employment Letter and the Shareholders Agreementshall terminate without further liability or obligation of or to any GroupCompany; provided that, notwithstanding the foregoing, the provisions ofparagraphs 7 and 9 of the Employment Letter shall continue in full force andeffect.  Without limiting the foregoing,any restrictions on transfer to which any Ordinary Shares you and/or BacchantesTwo Limited purchased from a Group Company in connection with the take-over inSeptember 2002 shall be deemed to have terminated immediately prior to theEffective Time; provided that you and Bacchantes Two Limited shall, inconnection with a Listing, execute and observe any underwriters’ lock-up beingrequested of significant shareholders and/or management in connection with aListing.  All Convertible Shares held byyou and Bacchantes Two Limited and any Ordinary Shares into which they mayconvert shall remain subject to the restrictions on transfer contained in theManagement Equity Agreement; provided that, notwithstanding theforegoing, each of the Company, you and Bacchantes Two Limited agree to consentto any amendment to the Management Equity Agreement providing for acceleratedvesting of Convertible Shares upon the executive holder thereof being ofretirement age at the time of a Listing or reaching retirement age after aListing and/or for the amendment of vesting conditions applicable to certainConvertible Shares.  For the avoidance ofdoubt, until the Effective Time, all rights and obligations of the partiesunder each of the Relevant Agreements shall continue in full force and effect.

# 6.                                       Uponexecution of this letter agreement by each party hereto, this letter agreementshall be binding and enforceable upon each party hereto; provided thatin the event that the Effective Time does not occur on or prior to December 31,2007, this letter agreement, and the rights and obligations of the partieshereto, shall terminate as of December 31, 2007 without obligation or liabilityto any party hereto.  Notwithstanding theforegoing, the obligations of the Group Companies under this letter agreementare subject to affirmative consent of the requisite shareholders of each GroupCompany for which such consent is required in accordance with applicable law(including, without limitation, the Companies Act 1963) and, if such consent isnot obtained prior to the Effective Time, this letter agreement, and the rightsand obligations of the respective parties hereto, shall terminate as ofimmediately prior to the Effective Time without further obligation or liabilityto any party hereto.

7.                                       Youunderstand and agree that a new holding company, Smurfit Kappa Public LimitedCompany (“Holdco”) has made an exchange offer pursuant to which the entireissued share capital and other equity interests and rights of the Company maybe exchanged for identical or substantially identical share capital and otherequity interests and rights of Holdco. In the event that such exchange offer is completed by the Company andHoldco, you agree that, from and after such completion, Holdco shall be the “Company”for all purposes hereof.

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8.                                       Thisletter agreement (a) shall be construed in accordance with the internal laws(but not the laws of conflicts) of the Bahamas, (b) may be executed in multiplecounterparts (including by facsimile or electronic transmission), all of whichtaken together shall constitute one and the same original, (c) may not beassigned by any party except with the prior written consent of the otherparties hereto, (d) is for the benefit of the parties hereto and such parties’Affiliates (including, in the case of the Corporation, each of the Group Companies)and representatives and may not be enforced by any person or entity (other thanthe parties hereto and their Affiliates and representatives), (e) representsthe complete understanding and agreement between the parties hereto withrespect to the subject matter hereof, and (f) may be amended, modified orsupplemented only by a written instrument executed by each of the partieshereto.  No waiver of any rights underthis letter agreement shall be effective against any party to this letteragreement unless set forth in a written instrument executed by such party.  The parties agree that this letter agreementwas drafted by the parties hereto and the result of negotiation betweensophisticated parties (each having received separate legal advice) and no ruleof construction shall be applied against any party or such party’s Affiliates.
|        | S.I. HOLDINGS  LIMITED |
|--------|------------------------|
|   |                   |
|   | By:                    | /s/ Michael  O’Riordan |
|   | ** **             |
|   | Its:                   |   |

 

Acknowledged andAccepted as of the date first written above:
| Dr. Michael W.J. Smurfit      |
|-------------------------------|
|                          |
|                          |
| /s/ Dr. Michael  W.J. Smurfit |   |

 

In considerationfor the waivers and other benefits conferred upon it by the above letteragreement, Bacchantes Two Limited hereby adheres thereto and accepts, as of thedate first written above, all provisions thereof applicable to it.

BACCHANTES TWO LIMITED
| By:  | /s/ J. Killip        |   |
|------|----------------------|--------|
| Its: | Authorised Signatory |

 

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