EXHIBIT 10.95


 


ADVISORY SERVICES AGREEMENT


 


AGREEMENT
dated as of January 1, 2003 between SECURITY CAPITAL CORPORATION, a Delaware
corporation, (“Security Capital”), and CAPITAL PARTNERS, INC., a Connecticut
corporation (“Capital Partners”).


 


WITNESSETH


 


WHEREAS,           Capital Partners will provide
advisory and other services to Security Capital and its subsidiaries in the
areas of investments, general administration, corporate development, strategic
planning, stockholder relations, financial matters and general business policy.


 


NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
agree, intending to be legally bound, as follows:


 


1.             Advisory Services.  Capital
Partners shall, during the periods provided for in Section 2, provide advisory
services to Security Capital and its subsidiaries in the areas of investments,
general administration, corporate development, strategic planning, stockholder
relations, financial matters and general business policy.


 


2.             Advisory Periods.  Capital
Partners shall provide the services described in Section 1 for an initial
period of one year commencing on January 1, 2003 and ending on December 31,
2003 and, thereafter, for successive additional one-year periods unless either
party gives written notice of termination to the other party not less than 60
days prior to the end of the initial period or any such additional period in
which case the period during which Capital Partners shall provide such services
shall terminate as of the end of the initial period or such additional period,
as the case may be.


 


3.             Advisory Fee.  Security
Capital shall pay to Capital Partners an advisory fee (the “Fee”) at the rate
of $1,250,000 per annum for the services described in Section 1.  The Fee shall be payable in equal quarterly
installments, in arrears, with the first payment for the quarter commencing
January 1, 2003 and ending March 31, 2003 payable on April 26, 2003 and with
the installment for each succeeding quarter payable on the 26th day
of the month following the end of such quarter.


 


The Fee shall
be subject to an appropriate adjustment, as reasonably agreed by the parties
pursuant to Section 7, whenever there is the occurrence of any material
unforeseen event, including, but not limited to, any significant change in the
scope of the operations of Security Capital, such as, for example, a
significant change in scope which results from any acquisition or disposition
made by Security Capital.


 


The Fee shall
be exclusive of reasonable out-of-pocket costs incurred by Capital Partners
directly in the performance of the services described in Section 1.


 


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4.             Costs.  Security
Capital shall reimburse Capital Partners for all reasonable out-of-pocket costs
incurred directly in connection with the services described in Section 1 except
for rent, utilities and compensation for any employees of Capital
Partners.  In particular, no separate
compensation will be paid by Security Capital to, among any others, Brian D.
Fitzgerald, A. George Gebauer, William R. Schlueter, Diane M. LaPointe or Ryan
D. Bell, or their successors, who serve as officers of Security Capital, and
who are also employees of Capital Partners. 
Such reimbursement shall be made within a reasonable period after
receipt of invoices therefore submitted by Capital Partners to Security Capital
from time to time.


 


5.             Acquisition Opportunities.  From
time to time, Capital Partners may present acquisition opportunities to
Security Capital which Capital Partners believes may be appropriate for
Security Capital.  However, Capital
Partners is under no obligation to present any or all acquisition candidates of
which it is aware to Security Capital.


 


6.             Investment Banking Advisory Fee.  In
the event that Security Capital or any of its subsidiaries completes any
acquisition which was presented to Security Capital by Capital Partners,
Security Capital shall pay an investment banking advisory fee to Capital
Partners in an amount which is reasonable and customary for transactions of
such size and complexity as reasonably agreed to in advance by the parties
pursuant to Section 7.


 


7.             Amendment and Modifications;
Further Agreements.  Subject to applicable law, this Agreement
may be amended, modified or supplemented only by the written agreement of
Security Capital and Capital Partners. 
For purposes of this Agreement, Security Capital shall act only with the
approval of its independent directors.


 


8.             Headings.              The Section headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.


 


9.             Execution in Counterparts. This Agreement may be executed in counterparts,
each of which shall be an original, but all of which together shall constitute
one and the same instrument.


 


10.           Governing Law.    This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.


 


IN WITNESS
WHEREOF,  the parties hereto have caused this Agreement to be duly
executed as of the date first above written.


 


	
   

  	
  SECURITY
  CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  R. Schlueter

  	
   

  
	
   

  	
   

  	
  William R.
  Schlueter

  
	
   

  	
   

  	
  Vice President and Chief Financial

  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:  February 24, 2003

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAPITAL
  PARTNERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian D.
  Fitzgerald

  	
   

  
	
   

  	
   

  	
    Brian D. Fitzgerald

  
	
   

  	
   

  	
    President

  
	
   

  	
   

  
	
   

  	
  Date:
  February 24, 2003