0001104659-10-037292 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT OF PATRICK J. MOORE
Employment Agreement • July 7th, 2010 • SMURFIT-STONE CONTAINER Corp • Paperboard mills • Illinois

This Amended and Restated Employment Agreement (the “Agreement”) by and between Patrick J. Moore (the “Executive”) and Smurfit-Stone Container Corporation (the “Company”) shall be deemed to have been made and entered into as of the date of the order of confirmation entered by the United States Bankruptcy Court for the District of Delaware with respect to the Company’s plan of reorganization in the matter of In re: Smurfit-Stone Container Corp., Case No. 09-10235 (BLS) (the “Chapter 11 Cases”) (such plan, the “Plan of Reorganization” and such date, the “Confirmation Date”), and shall become effective as of the effective date of the Plan of Reorganization (the “Effective Date”).

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AMENDED AND RESTATED EMPLOYMENT SECURITY AGREEMENT OF STEVEN C. STRICKLAND
Employment Security Agreement • July 7th, 2010 • SMURFIT-STONE CONTAINER Corp • Paperboard mills • Illinois

This Amended and Restated Employment Security Agreement (the “Agreement”) by and between Steven C. Strickland (the “Executive”) and Smurfit-Stone Container Corporation (the “Company”) shall be deemed to have been made and entered into as of the date of the order of confirmation entered by the United States Bankruptcy Court for the District of Delaware with respect to the Company’s plan of reorganization in the matter of In re: Smurfit-Stone Container Corp., Case No. 09-10235 (BLS) (the “Chapter 11 Cases”) (such plan, the “Plan of Reorganization” and such date, the “Confirmation Date”), and shall become effective as of June 30, 2010, the effective date of the Plan of Reorganization (the “Effective Date”).

AMENDED AND RESTATED EXECUTIVE RETIREMENT AGREEMENT
Executive Retirement Agreement • July 7th, 2010 • SMURFIT-STONE CONTAINER Corp • Paperboard mills • Illinois

This Amended and Restated Executive Retirement Agreement (the “Agreement”) by and between Steven J. Klinger (the “Executive”) and Smurfit-Stone Container Corporation (the “Company”) shall be deemed to have been made and entered into as of the date of the order of confirmation entered by the United States Bankruptcy Court for the District of Delaware with respect to the Company’s plan of reorganization in the matter of In re: Smurfit-Stone Container Corp., Case No. 09-10235 (BLS) (such cases, the “Chapter 11 Cases” and such plan, the “Plan of Reorganization”), and shall become effective as of the effective date of the Plan of Reorganization (the “Effective Date”).

AGREEMENT AND PLAN OF MERGER OF SMURFIT-STONE CONTAINER CORPORATION (a Delaware corporation) INTO SMURFIT-STONE CONTAINER ENTERPRISES, INC. (a Delaware corporation)
Agreement and Plan of Merger • July 7th, 2010 • SMURFIT-STONE CONTAINER Corp • Paperboard mills

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of June 30, 2010, by and between SMURFIT-STONE CONTAINER CORPORATION, a Delaware corporation (“SSCC”), and SMURFIT-STONE CONTAINER ENTERPRISES, INC., a Delaware corporation (“SSCE”).

Amended and Restated Employment Security Agreement
Employment Security Agreement • July 7th, 2010 • SMURFIT-STONE CONTAINER Corp • Paperboard mills • Illinois

This Amended and Restated Employment Security Agreement (the “Agreement”) by and between Paul Kaufmann (the “Executive”) and Smurfit-Stone Container Corporation (the “Company”) shall be deemed to have been made and entered into as of the date of the order of confirmation entered by the United States Bankruptcy Court for the District of Delaware with respect to the Company’s Plan of Reorganization (as defined below), and shall become effective as of June 30, 2010, the effective date of the Plan of Reorganization (the “Effective Date”).

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