**Exhibit 10.20(c)**

 

**AMENDMENT NO. 2 OFRESTRICTED STOCK UNIT AGREEMENT**

 

This AGREEMENTmade effective as of the 31st day of December 2004, betweenSmurfit-Stone Container Corporation, a Delaware corporation (the “Company”) andPatrick J. Moore (the “Executive”).

 

WITNESSETH that

 

WHEREAS, theCompany and the Executive entered into a Restricted Stock Unit Agreement datedeffective January 4, 2002, as amended by an Amendment dated June 1, 2004 (the “RSUAgreement”); and

 

WHEREAS, theCompany and the Executive now consider it desirable to enter into thisAmendment No. 2 of the RSU Agreement;

 

NOW THEREFORE,in consideration of the continued employment of the Executive by the Companyand the benefits to be derived by the Executive hereunder, and of the Executive’sagreement to continued employment by the Company, the parties mutually agree toamend the RSU Agreement as follows, effective December 31, 2004:

 

1.                                       Section5 (a) of the RSU Agreement shall be amended to read in its entirety as follows:

 

(a)                                  Subjectto paragraphs (b) and (c) below, the Restricted Stock Units awarded to theExecutive will vest according to the following schedule:

 
| **Number of VestedRestricted Stock Units** | ** ** | **Vesting Date**   | ** ** |
|--------------------------------------------|------------|--------------------|------------|
|                                       |       | ** **         |       |
| 25,000                                     |       | December 31,  2004 |       |
| 25,000                                     |       | January 4,  2006   |       |
| 25,000                                     |       | January 4,  2007   |       |

 

2.                                       Sections6 (a), 6 (d) and 6 (e) of the RSU Agreement shall be amended to delete thewords “a single cash sum” and substitute the words “shares of Common Stock”.

 

3.                                       Thesecond sentence of Section 6 (b) of the RSU Agreement shall be amended to readin its entirety as follows:

 

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The value ofany vested Restricted Stock Units subject to the Executive’s timely deferralelection will be allocated to an account maintained on his behalf under the SSCCExecutive Deferred Compensation Plan attached hereto as Exhibit A, or anysuccessor thereto.

 

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

 

 
| ** **                                  | **SMURFIT-STONE CONTAINER CORPORATION** |
|---------------------------------------------|-----------------------------------------|
|                                        |                                    |   |
|                                        |                                    |   |
| **   /s/ Patrick  J. Moore** |                                    | By: | /s/ Craig A. Hunt |   |
| ** Patrick J. Moore**                  |                                    | **Craig A. Hunt** |
|                                        |                                    | Vice President and Secretary |
|                                             |                                         |  |  |  |

 

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