**Exhibit 10.21(b)**

 

**CONSULTING AGREEMENT**

 

ThisConsulting Agreement (the “Agreement”) is made and entered into as of this 1stday of January 2005 by and between William N. Wandmacher (“Consultant”) andSmurfit-Stone Container Enterprises, Inc., a Delaware corporation (the “Company”).

 

**RECITALS**

 

WHEREAS,Consultant has been a valuable executive employee of the Company having servedthe Company as Vice President and General Manager-Containerboard Mill Division;and

 

WHEREAS, theConsultant and the Company have mutually agreed to terminate the EmploymentAgreement, dated October 1, 2000, between the Consultant and the parentcorporation of the Company, effective as of December 31, 2004; and

 

WHEREAS, theBoard of Directors and management of the Company desire to be able, from timeto time, to call upon the expertise of Consultant.

 

**COVENANTS**

 

NOW,THEREFORE, the parties agree as follows:

 

1.             Consulting Period.  The consulting period shall run from January1, 2005 to December 31, 2005, and shall continue thereafter until terminated byeither party on 60 days’ written notice to the other party.

 

2.             Duties.  During the Consulting Period, Consultantshall hold himself available for consultation and advice on a stand by basisand upon request of senior management of the Company to furnish consultationand advisory services to the Company, potentially including those described onExhibit A.  The manner, times and placesfor the performance of such services shall be mutually agreed to by theparties.

 

3.             Consulting Fees.  The Company shall pay Consultant a fee of$6,250 per month, payable in advance on the first day of each month, plus a feeof $200 per hour for each hour in any month in excess of 40 hours per monthspent engaged in consulting activities herewith during the Consulting Period (“ConsultingFees”).

 

4.             Expenses.  The Company shall reimburse Consultant forall expenses reasonably incurred in connection with the performance of serviceshereunder, in accordance with the Company’s policies and procedures as in effectfrom time to time.  Consultant shall seekadvance approval from the Chief Executive Officer of the Company or hisdesignate for any expenses that will exceed $5,000 in the aggregate.

 

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5.             Status.  It is expressly understood and agreed by theparties that, as of January 1, 2005, Consultant shall be an independentcontractor and shall not for any purpose be considered an employee of theCompany.  The Company shall not berequired to make any social security, state or federal unemploymentcompensation, or similar payments on behalf of Consultant, and to the extentconsistent with applicable law, the Company will not withhold any amounts fromthe Consulting Fees as federal income tax withholding from wages or as employeecontributions under the Federal Insurance Contributions Act or any other stateor federal laws.  Consultant shall besolely responsible for the withholding and/or payment of any federal, state orlocal income or payroll taxes with respect to the Consulting Fees.  Nothing contained in this Section 4 shallmodify, change, limit or restrict the benefits Consultant is otherwise entitledto from the Company for his years of service as an employee.

 

6.             Death or Disability.  In the event Consultant dies or becomesdisabled during the Consulting Period, and is not then in default of any of hisobligations hereunder, no reimbursement of any portion of the Consulting Feesshall be required, and this Agreement shall be deemed terminated as of the dateof Consultant’s death or the date of appointment of a guardian or trustee forConsultant, as the case may be.

 

7.             Remedies.  Each party agrees to give the other writtennotice of any breach by the other party of this Agreement.  The breaching party shall have thirty (30)days from the date of such written notice to cure any such breach.  If the breaching party fails to cure thebreach to the other party’s reasonable satisfaction within thirty (30) days ofreceipt of such notice, the non-breaching party may terminate this Agreementupon written notice to the breaching party.

 

8.             Governing Law.  The validity and effect of this Agreementshall be governed exclusively by the laws of the State of Missouri, excludingthe “conflict of laws” rules of that state.

 

9.             Assignment.  The rights and obligations of the Companyunder this Agreement shall inure to the benefit of, and shall be binding upon,the successors and assigns of the Company. This Agreement and the obligations created hereunder may not be assignedby the Consultant, except for the right to receive the payments contemplated bySection 3 of this Agreement.

 

10.           Entire Agreement.  This Agreement sets forth the entireagreement of the parties with respect to the subject matter hereof andsupersedes any prior written or oral agreements or understandings of theparties.

 

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IN WITNESSWHEREOF, this Consulting Agreement has been duly executed on behalf of the Company, and by the Consultant on the date first abovewritten.

 
|   | SMURFIT-STONE  CONTAINER ENTERPRISES, INC.    |
|--------|-----------------------------------------------|
|   |                                          |
|   |                                          |
|   | By:                                           | /s/ Patrick J. Moore |   |
|   |                                          | Patrick J.  Moore |
|   | Title:  President and Chief Executive Officer |
|   |                                          |
|   |                                          |
|   |                                          | /s/ William  N. Wandmacher |   |
|   |                                          | William N. Wandmacher |   |
|        |                                               |  |  |  |  |

 

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EXHIBIT A

 

I.                                         Lead a Projectfocused on improving the alignment of the Shipping Container and ContainerboardMill business strategy and its design and operation:

 

(a)            Act as a continued resource to the MediumRunability Team

(b)           Act as a resource to the Capital ManagementTeam

(c)            Act as a resource for system re-alignmentand re-design

 

II.                                     Lead a Projectdesigned to study and make recommendations relative to alternativeorganizational structures that will enable the Company to maximize the use ofits resources, improve efficiencies and reduce costs which will result inprofitable revenue growth.

 

III.                                 Serve as a resource /instructor for the ALD process at Wash U.

 

IV.                                 Serve as a mentor /coach for the new VP and General Manager of the Containerboard Mill Divisionand other key executives within the Organization.

 

V.                                     Serve as aresource/ advisor for Merger and Acquisition Teams.

 

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