Exhibit 10.4


 


AMENDMENT TO


EXECUTIVE RETIREMENT AGREEMENT


 


THIS AMENDMENT is entered
into this 31st day of December, 2008, but effective as of January 1, 2008,
between Smurfit-Stone Container Corporation, a Delaware corporation (“Smurfit-Stone”)
and STEVEN J. KLINGER (“Executive”);


 


WHEREAS, Smurfit-Stone
and Executive entered into an Executive Retirement Agreement (“Agreement”)
dated as of May 11, 2006, and now desire to amend that Agreement to comply
with the requirements of Section 409A of the Internal Revenue Code;


 


NOW, THEREFORE, the
parties agree as follows:


 


1.             Section 1(g) is hereby deleted and reserved
for future use.


 


2.             Section 1(i) is hereby deleted and reserved
for future use.


 


3.             Section 1(n) is amended to read as follows:


 


(n)   Termination Date.  The term “Termination Date” shall mean the
date the Executive incurs a separation from service with Smurfit-Stone and its
affiliates (whether or not incorporated) that are under common control with
Smurfit-Stone within the meaning of Section 414(c) of the Code,
except that 50% shall be substituted for the 80%  ownership level such Code section.  For purposes of this Agreement, Executive’s
employment with Smurfit-Stone and its Affiliates “terminates” if the Executive
has incurred a “separation from service.” 
For purposes of this Agreement, “separation from service” shall have the
meaning of Section 409A of the Internal Revenue Code of 1986, as amended,
and Treasury Regulation §1.409A-1(h).


 


4.             Section 2(c) is amended to read as follows:


 


(c)           The Full Retirement Benefit payable
shall be calculated as follows:


 


(1)           Determine a benefit based on a
monthly amount that equals fifty percent (50%) of Executive’s Average Monthly
Cash Salary, payable in the Normal Form; and


 


(2)           Subtract $30,678; and


 


(3)           Determine the single sum amount that
is the Actuarial Equivalent of Executive’s benefit resulting from the
calculations above.


 


5.             Section 3(b) is amended to read as follows:


 


(b)           The
Vested Retirement Benefit shall commence on the later of (i) the first day
of the seventh (7th) full month following the Executive’s
Termination Date or (ii) the Executive’s attainment of the age of
sixty-two (62) years, and shall be paid in five (5) 


 

















 


substantially equal annual installments, the last four (4) annual
installment payments to be made on the successive anniversary dates of the
original installment payment.


 


6.     Section 3(c) is amended to read
as follows:


 


3.             Vested Retirement
Benefit.


 


(c)           The
Vested Retirement Benefit shall be calculated as follows:


 


(1)           Determine the monthly amount under
Paragraph 2(c)(1);


 


(2)           Subtract $30,678; and


 


(3)           Multiply the result by a fraction,
the numerator of which shall equal the number of Executive’s completed years of
Service at the Termination Date or fifteen (15), whichever is less, and the
denominator of which shall be fifteen (15); and


 


(4)           Determine the single sum amount that
is the Actuarial Equivalent of the Executive’s benefit resulting from the
calculations above.


 


7.     Section 4(c) is amended to read
as follows:


 


(c)           The
Disability Retirement Benefit payable shall be calculated as follows:


 


(1)           Determine the Executive’s Full
Retirement Benefit as provided in Paragraph 2(c)(1); and


 


(2)           Multiply the result in subparagraph (1) by
the appropriate early retirement commencement percentage as indicated below:


 




	
  Age of Executive

  At Termination

  Because of

  Disability

  	
   

  	
  Percentage

  	
   

  
	
  61

  	
   

  	
  94

  	
  %

  
	
  60

  	
   

  	
  88

  	
  %

  
	
  59

  	
   

  	
  82

  	
  %

  
	
  58

  	
   

  	
  76

  	
  %

  
	
  57

  	
   

  	
  70

  	
  %

  
	
  56

  	
   

  	
  64

  	
  %

  
	
  55

  	
   

  	
  58

  	
  %

  
	
  54 and prior

  	
   

  	
  50

  	
  %

  






 


(3)           Subtract $30,678; and


 

















 


(4)           Determine the single sum amount that is
the Actuarial Equivalent of the Executive’s benefit resulting from the
calculations in paragraphs (1), (2) and (3) immediately above.


 


IN WITNESS WHEREOF, the parties have signed this
Amendment as of January 1, 2008.


 


	
   

  	
  SMURFIT-STONE CONTAINER
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig A.
  Hunt

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Steven J.
  Klinger

  
	
   

  	
  Steven J. Klinger