Reynolds Packaging F-4 Registration of securities (foreign)

Exhibit 10.98

Carter Holt Harvey
Retirement Plan

Deed of Participation

for

Whakatane Mill Limited

Deeddated May 3, 2010.

Parties

1.	Carter Holt Harvey Limited (“theCompany”)
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 (“theAssociated Company”).

Introduction

A.	The Carter Holt Harvey Retirement Plan (“thePlan”) is governed by a deed dated 17 September 2004 as amended (“theTrust 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 (“theEffective 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 (“theAffected 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

SIGNEDforCarter Holt
Harvey Limitedby:

/s/ ROBERT B. BAILEYAuthorised 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

SIGNEDbyWayne Dawson	)
in the presence of:	)
		/s/ Wayne Dawson
/s/ Dianne JuddWitness Signature
Dianne Judd
Print Name
LEGAL EXECUTIVEWitness Occupation
AUCKLANDPlace of residence
SIGNEDbyEdward Reid	)
in the presence of:	)
		/s/ Edward Reid
/s/ Marie ReidWitness Signature
Marie ReidPrint Name
RetiredWitness Occupation
AUCKLANDPlace of residence
SIGNEDbyMark Bendikson	)
in the presence of:	)
		/s/ Mark Bendikson
/s/ Alison Claire WiltonWitness Signature
Alison Claire WiltonPrint Name
LEGAL ASSISTANTWitness Occupation
AUCKLANDPlace of residence

SIGNEDbyPaul Burgess	)
in the presence of:	)
		/s/ Paul Burgess
/s/ Adrian CharyaWitness Signature
Adrian CharyaPrint Name
AUDITORWitness Occupation
AUCKLANDPlace of residence
SIGNEDbyChristopher O’Brien	)
in the presence of:	)
		/s/ Christopher O’Brien
/s/ R. V. CRAMPTONWitness Signature
R. V. CramptonPrint Name
MANAGERWitness Occupation
ALBANY, AUCKLANDPlace of residence
SIGNEDbyCarl Cooper	)
in the presence of:	)
		/s/ Carl Cooper
/s/ BARRY QUINNWitness Signature
BARRY QUINNPrint Name
ACCOUNTANTWitness Occupation
AUCKLANDPlace of residence

SIGNEDbyMassa Geor	)
in the presence of:	)
		/s/ Massa Geor
/s/ DERRICK B HOPEWitness Signature
Derrick B HopePrint Name
Mechanical EngineerWitness Occupation
Awakeri, WhakatanePlace of residence
SIGNEDbyMurray Parrish	)
in the presence of:	)
		/s/ Murray Parrish
/s/ Carolyn PickWitness Signature
Carolyn PickPrint Name
Legal ExecutiveWitness Occupation
AucklandPlace of residence

SIGNEDforWhakatane Mill

Limitedas the Associated

Company by:

/s/ Robert BaileyAuthorised Signatory

Robert BaileyPrint Name

/s/ Leonora GogolakWitness Signature

Leonora GogolakPrint Name

AttorneyOccupation

919 Third Avenue, New York, NY 10022 USAAddress