PENSION AND INSURANCE SERVICES AGREEMENT
This Pension and Insurance Services Agreement is made this first day of
January 1997 by and between Jefferson Smurfit Corporation, a Delaware
corporation ("JSC") and Smurfit Latin America ("SLA"), a Division of Smurfit
Packaging Corporation, a Delaware Corporation.
W I T N E S S E T H:
WHEREAS, commencing on the date hereof, SLA desires to obtain from JSC,
and JSC is willing to provide to SLA, certain pension and insurance services, in
accordance with the terms and conditions contained herein;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, JSC and SLA agree as follows:
l. (a) Beginning on the date hereof, and continuing until this
Agreement is terminated pursuant to Paragraph 3 hereof, JSC, through its Smurfit
Pension and Insurance Services Company division, shall provide or otherwise make
available to SLA the same pension and insurance services which it provides for
itself ("Services"). Notwithstanding the foregoing, the Services shall not
include, and JSC shall not provide to SLA, any services with respect to employee
benefit plans operated as a multi-employer union plan. Further, the Services
shall not include any services related to plan design or establishment of new
plans.
(b) In connection with the Services, administrative and pension fund
investment policy shall be determined by the Administrative Committee of
Jefferson Smurfit Corporation Retirement Plans.
2. (a) Subject to Paragraphs 2 (c) and 2 (d) hereof,in consideration
for the Services provided by JSC to SLA pursuant to this Agreement:
(l) SLA shall pay to JSC a fee of $215,500 for the Services for the
period beginning on the date hereof and ending on December 31, 1997 and
thereafter an annual fee as negotiated pursuant to Paragraph 2(d), in each case
payable as provided in paragraph 2(b) hereof.
(2) Subject to SLA's prior approval, SLA shall pay third parties,
retained by JSC, for services rendered in respect of this Agreement, including
but not limited to, administrative, consulting and actuarial services.
(3) SLA shall reimburse JSC for all reasonable costs paid by JSC for
the benefit of SLA under insurance policies, and for travel and entertainment
expenses incurred by JSC in providing the Services to SLA as provided in
Paragraph 2(b) hereof.
(b) The fee provided in Paragraph 2(a) (1) hereof shall be payable by
SLA to JSC on a quarterly basis, in four equal installments of $53,875 each,
within 30 days after the beginning of the quarter to which such payment is
attributable. SLA shall reimburse JSC for insurance premiums and for travel and
entertainment expenses as provided in Paragraph (2) (a) (3) hereof from time to
time upon receipt by SLA from JSC of invoices setting forth in
reasonable detail such fees and premiums, or of such documents or receipts
substantiating such travel and entertainment expenses; as the case may be.
(c) In addition to the fees and reimbursements payable by SLA to JSC
pursuant to Paragraph 2(a) hereof, in the event that at any time during the term
of this Agreement the performance by JSC of its obligations hereunder requires
unusual additional expenditures, including time by JSC personnel, and for
services rendered by third parties, JSC shall be entitled to charge an
additional fee to SLA as shall be reasonable and appropriate in light of all
factors relevant to adequately compensating JSC for providing the Services.
(d) The annual fee payable by SLA to JSC pursuant to Paragraph 2(a)
hereof shall be revised on January 1, l998 and annually thereafter, (i) as shall
be reasonable and appropriate in light of all factors then existing and relevant
with respect to adequately compensating JSC for the Services and (ii) as agreed
by the parties hereto.
3. The term of this Agreement shall commence on the date hereof and
continue until December 31, 1997, and shall automatically renew from year to
year thereafter until terminated by either party; provided, however, that each
of SLA and JSC may terminate this Agreement only upon not less than ninety days'
prior written notice given to the other party at any time on or after the first
anniversary of the date hereof.
4. Nothing contained herein shall be construed to relieve the officers
of SLA from the performance of their respective duties, or limit the exercise of
their powers in accordance with
any applicable provisions of law, or otherwise, or limit any liability of any
person arising in connection with the conduct or status of such person as an
officer of SLA.
5. Subject to such rights and limitations in ERISA as may not be waived
or modified by contract, JSC shall not be liable to SLA or to any officer or
employee of SLA, for any cost, damage, expense or loss, including without
limitation any special, indirect, consequential or punitive damages, of SLA or
any such officer, allegedly arising out of (i) JSC's failure to perform any
Services for SLA hereunder or the misperformance of any Services, unless such
failure or misperformance results from the gross negligence of JSC, or (ii)
SLA's or such officer's or employee's reliance on any advice or data JSC may
provide to SLA pursuant to this Agreement. JSC makes no warranties of any kind,
express or implied, with respect to the Services provided hereunder except as
expressly set forth herein.
6. Any notice or other communication required by or specifically
provided for in this Agreement shall be in writing and shall be deemed to have
been given when delivered in person, when sent by telex, telecopier or similar
telecommunications device with answerback received, or seventy-two (72) hours
after being deposited in the U.S. mails, first class postage prepaid, addressed
as follows:
If to JSC:
Smurfit Pension and Insurance
Services Company
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇
If to SLA:
Smurfit Latin America
#1 Turnberry Place
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇. ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: German ▇▇▇▇▇▇▇▇
or to such other address as such party shall have designated by notice hereunder
to the other party.
7. This Agreement shall not be assignable by either party except with
the prior written consent of the other party hereto. Subject to the foregoing,
this Agreement shall inure to the benefit of, and be binding upon, the parties
and their respective successors and assigns.
8. This Agreement shall be governed by and construed in accordance with
the laws of the State of Missouri without giving effect to its conflict of laws
provisions.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
JEFFERSON SMURFIT CORPORATION
By___________________________
▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
SMURFIT LATIN AMERICA DIVISION
SMURFIT PACKAGING CORPORATION
By____________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇
Group Vice President & COO
