exv10w98






Exhibit 10.98




Carter Holt Harvey

Retirement Plan




Deed of Participation



for



Whakatane Mill Limited



 









 





Deed dated May 3, 2010.




Parties





	1.	 	Carter Holt Harvey Limited (“the Company”)
	 
	2.	 	Paul Burgess, Christopher O’Brien, Carl Cooper, Wayne Dawson, Edward Reid, Mark Bendikson,
Massa Goer and Murray Parrish (the “Trustees”)
	 
	3.	 	Whakatane Mill Limited (“the Associated Company”).





Introduction





	A.	 	The Carter Holt Harvey Retirement Plan (“the Plan”) is governed by a deed dated 17 September
2004 as amended (“the Trust Deed”) between the Company and the Trustees;
	 
	B.	 	The Associated Company is an “associated company” of the Company as defined in clause 1 of
the Trust Deed;
	 
	C.	 	By clause 38 of the Trust Deed an associated company may become a party to the Plan by a deed
made between the associated company and the Company and the Trustees and subject to the terms
of such deed the rights and obligations of such associated company and of the employees
thereof shall be determined (mutatis mutandis) as though such associated company were an
original party to the Trust Deed.





This deed witnesses:




Trust Deed definitions





	1.	 	Words and phrases defined in the Trust Deed have the same meanings when used in
this deed.





Participation





	2.	 	The Trustees admit the Associated Company to participate in the Plan as a
“Company” with effect from the date of this deed (“the Effective Date”), and the
Associated Company confirms, covenants and agrees with the Trustees and the
Company that as from the Effective Date it will comply with and observe:






	 	(a)	 	all the provisions of this deed.
	 
	 	(b)	 	all the provisions of the Trust Deed (as it may subsequently be varied or
replaced from time to time) so far as they may be applicable to it as a “Company” and
to the same extent as if each of those provisions had been set out in full in this deed
PROVIDED THAT if any provision of the Trust Deed (as subsequently
varied) shall be
inconsistent with the provisions of this deed then this deed shall prevail.




 









 











Associated Company’s Employees who are Members





	3.	(a)	 	The employees who are contributors at the Effective Date and who
agree to
become employees of the Associated Company on or after the Effective Date
(“the Affected Members”) shall remain contributors after the transfer of
employment (the “Transfer Date”) in accordance with the terms of the Trust
Deed and the Associated Company agrees to make the contributions to the Plan
from the Transfer Date in respect of the Affected Members.






	 	(b)	 	The Associated Company’s contributions after the Transfer
Date shall be the percentage rate of all Affected Members’ salaries that the
Actuary determines is needed to support the Affected Members’ entitlements to
benefit under the Plan after the Transfer Date.





Counterparts





	4.	 	This deed may consist of a number of counterparts and if so the
counterparts taken
together constitute one and the same instrument.





Governing Law





	5.	 	This deed will be governed by and construed in accordance with the laws of
New
Zealand. Each party irrevocably and unconditionally submits to the exclusive
jurisdiction of the courts of New Zealand.





Execution by the parties



Executed and delivered as a deed




	 	 	 	 	 	 	 

	SIGNED for Carter Holt 

Harvey Limited by:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/
ROBERT B. BAILEY
 

Authorised Signatory

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	ROBERT B. BAILEY
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	Print Name
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ LEONORA GOGOLAK
 


	 	 
	 	 
	 	 
	Witness Signature
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	LEONORA GOGOLAK
 


	 	 
	 	 
	 	 
	Print Name
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ATTORNEY
 


	 	 
	 	 
	 	 
	Occupation
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	919
Third Avenue, New York NY 10022 USA
 


	 	 
	 	 
	 	 
	Address
	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 

	SIGNED by Wayne Dawson

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ Wayne Dawson
 

	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Dianne Judd
 

Witness Signature

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Dianne Judd
	 	 	 	 	 	 	 	 
	 

Print Name

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	LEGAL EXECUTIVE
 

Witness Occupation

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	AUCKLAND
 

Place of residence

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by Edward Reid

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ Edward Reid
 

	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Marie Reid
 

Witness Signature

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Marie Reid
 

Print Name

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Retired
 

Witness Occupation

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	AUCKLAND
 

Place of residence

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by Mark Bendikson

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ Mark Bendikson
 

	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Alison Claire Wilton
 

Witness Signature

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Alison Claire Wilton
 

Print Name

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	LEGAL
ASSISTANT
 

Witness Occupation

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	AUCKLAND
 

Place of residence

	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 

	SIGNED by Paul Burgess

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ Paul Burgess
 

	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Adrian Charya
 

Witness Signature

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	
Adrian Charya

 

Print Name

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	AUDITOR
 

Witness Occupation

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	
AUCKLAND
 

Place of residence

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by Christopher O’Brien

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ Christopher O’Brien
 

	 	 
	 
	 	 	 	 	 	 	 	 
	/s/
R. V. CRAMPTON
 

Witness Signature

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	R. V. Crampton
 

Print Name

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	MANAGER
 

Witness Occupation

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ALBANY,
AUCKLAND
 

Place of residence

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by Carl Cooper

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ Carl Cooper
 

	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ BARRY QUINN
 

Witness Signature

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BARRY QUINN
 

Print Name

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ACCOUNTANT
 

Witness Occupation

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	AUCKLAND
 

Place of residence

	 	 	 	 	 	 	 	 






 









 





	 	 	 	 	 	 	 	 	 

	SIGNED by Massa Geor

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ Massa Geor
 

	 	 
	 
	 	 	 	 	 	 	 	 
	/s/
DERRICK B HOPE
 

Witness Signature

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Derrick B Hope
 

Print Name

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mechanical
Engineer
 

Witness Occupation

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Awakeri,
Whakatane
 

Place of residence

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by Murray Parrish

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ Murray Parrish
 

	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Carolyn Pick
 

Witness Signature

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Carolyn Pick
 

Print Name

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Legal
Executive
 

Witness Occupation

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Auckland
 

Place of residence

	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 

	SIGNED for Whakatane Mill
	 	 	 	 	 	 
	Limited as the Associated
	 	 	 	 	 	 
	Company by:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/
Robert Bailey
 

Authorised Signatory

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	
Robert Bailey
 

Print Name

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Leonora Gogolak
 

Witness Signature

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Leonora Gogolak
 

Print Name

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Attorney
 

Occupation

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	919
Third Avenue, New York, NY 10022 USA
 

Address