Exhibit 10.5

EXCHANGE AND SHAREHOLDERS AGREEMENT

THIS EXCHANGE AND SHAREHOLDERS AGREEMENT (this "Agreement") is made as of February 6, 2004, among JSG
Packaging Limited, a private limited company organized under the laws of the Republic of Ireland with company number 380620 (the "Company"), the MDCP
Co-Investors and each of the Persons listed on the Schedule of Additional Investors attached hereto (each an "Additional Investor" and
collectively, the "Additional Investors"). The MDCP Co-Investors and the Additional 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 10 hereof.

The
Company and each Investor desire to enter into an agreement pursuant to which such Executive shall exchange, and the Company shall issue, one of the Company's Ordinary Shares,
nominal value €0.001 per share (the "Ordinary Shares") in exchange for each Ordinary Share held by the Investor in Jefferson Smurfit
Group Limited (formerly MDCP Acquisitions Limited). The exchange and issuance referred to in the immediately foregoing sentence is being consummated in connection with the exchange of each issued and
outstanding Ordinary Share, Class A Convertible Share, Class B Convertible Share and Class C Convertible Share of Jefferson Smurfit Group Limited for one Ordinary Share,
Class A Convertible Share, Class B Convertible Share and Class C Convertible Share of the Company, respectively (including as may result from any compulsory share acquisition
under Section 204 of the Irish Companies Act, such transaction, the "Exchange").

The
Company and the Investors are also entering into this Agreement in order to record the arrangements which they have agreed should apply to the Investors' participation in the Company
and to set out certain terms governing the relationship amongst the Investors as shareholders.

NOW,
THEREFORE, the parties hereto agree as follows:

Section 1.Exchange.



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Section 2.    [Intentionally
Omitted]

Section 3.Covenants of the Company.



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Section 4.Representations and Warranties of the Company.As a material inducement to the Investors to
enter into this Agreement and subscribe for the Ordinary Shares, the Company hereby represents and warrants to the Investors, as of the date of this Agreement, that:



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Section 5.Investors' Representations.Each of the Investors hereby represents and warrants to each other
Investor and to the Company for itself, severally and ratably and not jointly, as of the Exchange Date, that:



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Section 6.Additional Investor Representation and Warranty,Each Additional Investor represents, warrants
and covenants to the MDCP Co-Investors and the Company that: (a) the determination of such Additional Investor to acquire the Ordinary Shares pursuant to this Agreement and to enter
into the agreements contemplated hereby has been made by such Additional Investor on the basis of its own due diligence investigation, independent of any other Investor and independent of any
statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Company, the Group or any of their respective
Subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and represents the investment decision of such Additional Investor alone,
(b) no other Investor has acted as an agent of such Additional Investor in connection with the exchange hereunder and that no other Investor shall be acting as an agent of such Investor in
connection with monitoring its investment hereunder, (c) no representation or warranty is being made by the MDCP Co-Investors, the Company, the Group or any of their respective
Affiliates (collectively, the "MDCP Co-Investor Parties") or being relied upon by any Additional Investor in connection with the exchange
hereunder and the transactions contemplated hereby and the other agreements or documents being delivered by such Additional Investor hereunder, (d) forever releases, discharges and covenants
not to sue any of the MDCP Co-Investor Parties in any matter in connection with the exchange for Ordinary Shares hereunder and the transactions contemplated hereby and the other agreements
or documents being delivered by such Additional Investor hereunder, except for representations, warranties and covenants expressly made by such MDCP Co-Investor Party and set forth in this
Agreement and the other agreements and documents contemplated hereby to which such MDCP Co-Investor Party is a party, (e) other than costs and expenses expressly agreed to be paid
by the Company in writing, such

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Additional
Investor is solely responsible for all costs, expenses, taxes, duties, filing fees and charges arising out of the exchange for Ordinary Shares hereunder and any other transaction
contemplated hereby or by the agreements or documents delivered by such Additional Investor in connection with this Agreement, (f) the MDCP Co-Investor Parties have retained
Kirkland & Ellis LLP and Arthur Cox in connection with the transactions contemplated hereby and expect to retain Kirkland & Ellis LLP and Arthur Cox as legal counsel in connection with
the management and operation of the investment in the Company, (g) Kirkland & Ellis LLP and Arthur Cox are not representing and will not represent any Additional Investor in connection
with the transactions contemplated hereby or any dispute which may arise between any of the MDCP Co-Investor Parties, on the one hand, and any Additional Investor, on the other hand,
(h) such Additional Investor will, if it wishes counsel on the transactions contemplated hereby, retain at its own expense its own independent counsel, and (i) Kirkland & Ellis
LLP and Arthur Cox may represent the MDCP Co-Investor Parties in connection with any and all matters contemplated hereby (including, without limitation, any dispute or litigation between
any of the MDCP Co-Investor Parties, on the one hand, and any Additional Investor, on the other hand).

Section 7.Restrictions on Transfer.



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Section 8.Voting Agreement.So long as the MDCP Co-Investors and their respective Permitted
Transferees collectively hold a majority of the Ordinary Shares, each Investor shall vote all of its Equity Securities and take all other necessary or desirable actions (in such holder's capacity as a
shareholder of the Company) as are requested by the MDCP Co-Investor Majority in order to cause the representatives to be elected as members of the Board as set forth in the Corporate
Governance Agreement and as otherwise directed by the MDCP Co-Investor Majority. In addition, each Investor shall not vote its Equity Securities in connection with the removal of any of
any designee of the MDCP Co-Investor Majority or any other Board member as a director unless and until the MDCP Co-Investor Majority directs such Investor how to vote on such
removal. In addition, each Investor shall at all such times vote his or her Equity Securities on all matters presented to the Company's shareholders as directed by the MDCP Co-Investor
Majority as long as such vote is not materially adversely

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discriminatory
to such Investor in a manner different from the MDCP Co-Investor Majority. The provisions of this Section 8 shall terminate as of the effective date of the Company's
initial Listing or upon consummation of a Sale of the Company.

Section 9.Transfers; Future Sales.Prior to any Investor Transferring any Ordinary Shares to any Person
(other than pursuant to a Listing or to a MDCP Co-Investor or its Permitted Transferees) or any Equity Securities or Equity Equivalents to any Person, such Investor shall cause the
prospective transferee to be bound by this Agreement and to execute and deliver to the Company and the other Investors a Deed of Adherence to this Agreement in form and substance satisfactory to the
MDCP Co-Investors and the Company. Transferees of Ordinary Shares held by Additional Investors shall be deemed to have the rights and obligations of Additional Investors with respect to
such Ordinary Shares and transferees of Ordinary Shares held by any MDCP Co-Investor shall be deemed to have the rights and obligations of MDCP Co-Investors with respect to
such Ordinary Shares;providedthat notwithstanding the foregoing Ordinary Shares acquired by a MDCP Co-Investor from an Additional Investor
shall be deemed to have the rights and obligations of Ordinary Shares held by a MDCP Co-Investor.

Section 10.Definitions.For the purposes of this Agreement, the following terms have the meanings set
forth below:

"Affiliate" of any particular person or entity means any other person or entity controlling, controlled by or under common control with
such particular person or entity.

"Class D Convertible Shares" means Class D Convertible Shares of the Company, nominal value €0.001 per
share.

"Corporate Governance Agreement" means that certain Corporate Governance Agreement, dated as of February 6, 2004, by and among the
Company, MDCP IV and the other parties signatory thereto, as amended, modified, supplemented or waived from time to time.

"Equity Equivalents" means any securities convertible into or exchangeable for any Equity Securities, including without limitation,
warrants, options and other rights to acquire Equity Securities.

"Equity Securities" means any shares, share derivatives, share appreciation rights or other rights or instruments containing
equity-like features or otherwise based on changes in the enterprise value of the issuer thereof or its Affiliates (other than ordinary course cash bonus payments) and any rights to
acquire any such right or instrument.

"Excluded Issuances" means the issuance of (i) any Ordinary Shares after the date hereof for management incentive and/or
compensation purposes, (ii) any Ordinary Shares (other than issuances to the MDCP Co-Investors in their capacity as equity holders of the Company) issued as consideration for an
acquisition or joint venture transaction, (iii) any Ordinary Shares issued as an "equity kicker" in respect of indebtedness for borrowed money or any preferred Equity Securities,
(iv) any Ordinary Shares issued upon conversion of any Equity Securities or Equity Equivalents, (v) any options, warrants or rights to acquire, or shares convertible into, Ordinary
Shares listed in clauses (i) through (iv), and (vi) Ordinary Shares issued in connection with or pursuant to a Public Sale.

"Exempted Transfer" means a Transfer (i) to one or more Affiliates of a MDCP Co-Investor or its Permitted Transferees,
(ii) to any members, partners, shareholders, officers or directors of a MDCP Co-Investor or entity controlling, controlled by or under common control with a MDCP
Co-Investor or among the Family Group of any such Person, (iii) up to 25% of the aggregate Ordinary Shares held by the MDCP Co-Investors and their Permitted Transferees
as of the Settlement Date plus the aggregate Ordinary Shares purchased by the MDCP Co-Investors and their Permitted Transferees after the Settlement Date, (iv) to any Person who
becomes an Additional Investor hereunder on or prior to the Settlement Date or (v) in a Public Sale.

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

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"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, who is not
controlling, controlled by or under common control with any 5% Owner and who is not the spouse or descendent (by birth or adoption) of any 5% Owner.

"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 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.

"MEIA" means the Company's Management Equity Incentive Agreement, dated as of February 6, 2004, by and among the Company and
certain of its executives, as such agreement may be amended, restated, supplemented or waived from time to time.

"MIP" means the Company's 2004 Management Equity Plan, approved by the Company on February 6, 2004, as amended, restated,
supplemented or waived from time to time.

"Ordinary Shares" means ordinary shares of the Company, nominal value €0.001 per share.

"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.

"Public Sale" means (x) any sale after a Listing in any European Union member state or (y) in the case of a Listing in the
United States, any sale pursuant to a registered public offering under the Securities Act or any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a
broker, dealer or market maker.

"Registration Agreement" means that certain Registration Rights Agreement, dated as of February 6, 2004, by and among the Company,
MDCP IV and the other parties signatory thereto, as amended, modified, supplemented or waived from time to time.

"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.

"Securities Act" means the Securities Act of 1933, as amended.

"Subsidiary" means any Company of which the securities having a majority of the ordinary voting power in electing the board of directors
are, at the time as of which any determination is being made, owned by the Company either directly or through one or more Subsidiaries.

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Section 11.Miscellaneous.



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

JSG PACKAGING LIMITEDBy:Its:MDCP IV GLOBAL INVESTMENTS LPBy:

MDP IV Global GP, LPIts:

General PartnerBy:

MDP Global Investors LimitedIts:

General PartnerBy:Its:MDCP III GLOBAL INVESTMENTS LPBy:

MDP III Global GP, LPIts:

General PartnerBy:

MDP Global Investors LimitedIts:

General PartnerBy:Its:MDSE III GLOBAL INVESTMENTS LPBy:

MDP III Global GP, LPIts:

General PartnerBy:

MDP Global Investors LimitedIts:

General PartnerBy:Its:


[Signature Page to Subscription and Shareholders Agreement]

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SCHEDULE OF INVESTORS
AS OF FEBRUARY 6, 2004

Name of Investor

Number of
JSG Shares

Number of
Ordinary SharesMDCP IV Global Investments, L.P.

39,020,270

39,020,270MDCP III Global Investments, L.P.

7,495,357

7,495,357MDSE III Global Investments, L.P.

166,429

166,429Mid-Ocean Europe GP (Jersey) Limited

7,500,000

7,500,000J.P. Morgan Partners (BHCA), L.P.

2,757,089

2,757,089J.P. Morgan Partners Global Investors, L.P.

436,894

436,894J.P. Morgan Partners Global Investors A, L.P.

59,558

59,558J.P. Morgan Partners Global Investors (Cayman), L.P.

221,747

221,747J.P. Morgan Partners Global Investors (Cayman) II, L.P.

24,712

24,712Arthur Street Portfolio, L.P.

113,400

113,400Arthur Street Fund, L.P.

201,450

201,450Vesey Street Portfolio, L.P.

572,550

572,550Vesey Street Fund, L.P.

441,750

441,750Passage Portfolio, L.P.

170,850

170,850Techline Investment Ltd.

3,470,845

3,470,845Teachers Insurance and Annuity Association of America

1,983,339

1,983,339BVCF IV, L.P.

247,918

247,918TCW/Crescent Mezzanine Partners III, L.P.

423,531

423,531TCW/Crescent Mezzanine Trust

65,982

65,982TCW Crescent Mezzanine Partners III Netherlands, L.P.

17,304

17,304Stanley Shuman

49,584

49,584Maxce LLC

99,167

99,167Eran Ashany

14,876

14,876Walter O'Hara, Jr.

9,918

9,918Robert Dean

2,480

2,480Special Co-Invest I

50,000

50,000Schwerin Company, L.L.C.

25,000

25,000Paul J. Magnell

25,000

25,000Northwestern University

10,000

10,000Randolph Street Partners V

125,000

125,000TOTAL

65,802,000

65,802,000


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SCHEDULE OFADDITIONAL INVESTORS
AS OF FEBRUARY 6, 2004

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

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

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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