Exhibit 10.22

Employment Agreement of James P. Davis

This Employment Agreement (the "Agreement") is effective as of April 1, 2002 (the "Effective Date"), by and between Smurfit-Stone Container Corporation
(the "Company") and James P. Davis (the "Executive").

WHEREAS,
the Company desires to employ the Executive as the Vice President and General Manager of its Container Division; and

WHEREAS,
the Company and the Executive have previously entered into an Employment Agreement dated/effective as of January 21, 1998, and the Company and the Executive now desire to
amend that agreement;

NOW,
THEREFORE, in consideration of the mutual terms, covenants and conditions stated in this Agreement, the Company and the Executive hereby agree as follows:

1.Employment.The Company hereby employs the Executive and the Executive hereby
accepts employment with the Company as Vice President and General Manager of the Company's Container Division. During the Employment Term (as hereinafter defined), Executive will have the title,
status and duties of Vice President and General Manager of the Company's Container Division and will report directly to the Company's President and Chief Executive Officer.

2.Term of Employment.The term of employment ("Employment Term") will commence on
the Effective Date, and will continue thereafter until three years from the Effective Date and will be automatically extended for subsequent one (1) day periods for each day of the Employment
Term that passes after the Effective Date, unless sooner terminated by either party in accordance with the provisions of this Agreement. The intent of the foregoing provision is that the Agreement
becomes "evergreen" on the Effective Date so that on each passing day after the Effective Date the Employment Term automatically extends to a full three-year period.

3.Duties.During the Employment Term:



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4.Compensation and Benefits.During Executive's employment hereunder, Company
shall provide to Executive, and Executive shall accept from Company as full compensation for Executive's services hereunder, compensation and benefits as follows:



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5.Payments on Termination of Employment.



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6.Change in Control.



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7.Restrictive Covenants.In order to protect the Company's legitimate business
interest and in exchange for the mutual covenants contained in this agreement, including, but not limited to, the Company's employment of or continued employment of the Executive and the disclosure to
the Executive of the Company's Confidential Information as defined below, the Executive and the Company agree as follows:



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8.Assignment; Successors.This Agreement shall inure to the benefit of and be
binding upon the Company and its successors. The Company may not assign this Agreement without the Executive's written consent, except that the Company's obligations under this Agreement shall be the
binding legal obligations of any successor to the Company by sale, and in the event of any transaction that results in the transfer of substantially all of the assets or business of the Company, the
Company will use its best efforts to cause the transferee to assume the obligations of the Company under this Agreement. The Executive may not assign this Agreement during his life. Upon the
Executive's death this Agreement will inure to the benefit of Executive's heirs, legatees and legal representatives of the Executive's estate.

9.Interpretation.The laws of the State of Illinois shall govern the validity,
interpretation, construction and performance of this Agreement, without regard to the conflict of laws principles thereof.

10.Withholding.The Company may withhold from any payment that it is required to
make under this Agreement amounts sufficient to satisfy applicable withholding requirements under any federal, state or local law.

11.Amendment or Termination.This Agreement may be amended at any time by written
agreement between the Company and the Executive.

12.Notices.Notices given pursuant to this Agreement shall be in writing and shall
be deemed received when personally delivered, or on the date of written confirmation of receipt by (i) overnight carrier, (ii) telecopy, (iii) registered or certified mail, return
receipt requested, addressee only, postage prepaid, or (iv) such other method of delivery that provides a written confirmation of delivery. Notice to the Company shall be directed to:

Smurfit-Stone Container Corporation
150 North Michigan Avenue
Chicago, Illinois 60610
Attention: General Counsel


The
Company may change the person and/or address to whom the Executive must give notice under this Section by giving the Executive written notice of such change, in accordance with the
procedures described above. Notices to or with respect to the Executive will be directed to the Executive, or to the Executive's executors, personal representatives or distributees, if the Executive
is deceased, or the assignees of the Executive, at the Executive's home address on the records of the Company.

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13.Severability.If any provisions(s) of this Agreement shall be found invalid or
unenforceable by a court of competent jurisdiction, in whole or in part, then it is the parties' mutual desire that such court modify such provision(s) to the extent and in the manner necessary to
render the same valid and enforceable, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision(s) had been originally incorporated herein as so
modified or restricted, or as if such provision(s) had not been originally incorporated herein, as the case may be.

14.Entire Agreement.This Agreement sets forth the entire agreement and
understanding between the Company and the Executive and supersedes all prior agreements and understandings, written or oral, relating to the subject matter hereof. This Agreement expressly supersedes,
in all respects, the Employment Agreement between the Company and the Executive dated/effective as of January 21, 1998.

15.Consultation With Counsel.Executive acknowledges that he has had a full and
complete opportunity to consult with counsel of the Executive's own choosing concerning the terms, enforceability and implications of this Agreement, and the Company has made no representations or
warranties to the Executive concerning the terms, enforceability or implications of this Agreement other than as are reflected in this Agreement.

16.No Waiver.No failure or delay by the Company or the Executive in enforcing or
exercising any right or remedy hereunder shall operate as a waiver thereof. No modification, amendment or waiver of this Agreement nor consent to any departure by the Executive from any of the terms
or conditions thereof, shall be effective unless in writing and signed by the Chairman of the Company's Board. Any such waiver or consent shall be effective only in the specific instance and for the
purpose for which given.

17.Effect on Other Obligations.Payments and benefits herein provided to be paid
to the Executive by the Company shall be made without regard to and in addition to any other payments or benefits required to be paid the Executive at any time hereafter under the terms of any other
agreement between the Executive and the Company or under any other policy of the Company relating to compensation, or retirement or other benefits. No
payments or benefits provided the Executive hereunder shall be reduced by any amount the Executive may earn or receive from employment with another employer or from any other source. Contemporaneous
with Executive's termination of employment for any reason, the Executive will resign from all offices and positions the Executive may hold with the Company and any Affiliates, and from the Board or
the board of directors of any Affiliate, if applicable.

18.Survival.All Sections of this Agreement survive beyond the Employment Term
except as otherwise specifically stated.

19.Headings.The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning thereof.

20.Counterparts.The parties may execute this Agreement in one or more
counterparts, all of which together shall constitute but one Agreement.

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IN WITNESS WHEREOF,the parties have executed this Agreement effective as of the date first above written.

|                                |  | SMURFIT-STONE CONTAINER CORPORATION
|------------------------------- |  | -----------------------------------
|/s/JAMES P. DAVISJames P. Davis |  | By:                                
|                                |  | Its:                               

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