BY-LAWS
OF
JEFFERSON SMURFIT CORPORATION (U.S.)
(hereinafter called the 'Corporation')
ARTICLE I
OFFICES
Section 1. Registered Office. The registered
office of the Corporation shall be in the City of Wilmin-
gton, County of New Castle, State of Delaware.
Section 2. Other Offices. The Corporation may
also have offices at such other places both within and
without the State of Delaware as the Board of Directors
may from time to time determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. Meetings of the
stockholders for the election of directors or for any
other purpose shall be held at such time and place,
either within or without the State of Delaware as shall
be designated from time to time by the Board of Directors
and stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
Section 2. Annual Meetings. The annual meet-
ings of stockholders shall be held on such date and at
such time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meet-
ing, at which meetings the stockholders shall elect
directors by a plurality vote, and transact such other
business as may properly be brought before the meeting.
Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less
than ten (10) nor more than sixty (60) days before the
date of the meeting.
Section 3. Special Meetings. Unless otherwise
prescribed by law or by the Certificate of Incorporation
as it may be amended from time to time (the 'Certificate
of Incorporation'), special meetings of stockholders, for
any purpose or purposes, may be called by any of (i) the
Chairman of the Board of Directors, (ii) the President,
(iii) any Vice President, or (iv) the Secretary, and
shall be called by any such officer at the request in
writing of a majority of the entire Board of Directors.
Such request shall state the purpose or purposes of the
proposed meeting. Written notice of a special meeting of
stockholders stating the place, date and hour of the
meeting and the purpose or purposes for which the meeting
is called shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting to
each stockholder entitled to vote at such meeting.
Section 4. Quorum. Except as otherwise pro-
vided by law or by the Certificate of Incorporation, the
holders of a majority of the capital stock issued and
outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum
at all meetings of the stockholders for the transaction
of business. If, however, such quorum shall not be
present or represented at any meeting of the stockhold-
ers, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have the power
to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represent-
ed, any business may be transacted which might have been
transacted at the meeting as originally noticed. If the
adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting
shall be given to each stockholder entitled to vote at
the meeting.
Section 5. Voting. Unless otherwise required
by law, the Certificate of Incorporation or these By-
Laws, any question brought before any meeting of stock-
holders shall be decided by the vote of the holders of a
majority of the capital stock represented and entitled to
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vote thereat. Each stockholder represented at a meeting
of stockholders shall be entitled to cast one vote for
each share of the capital stock entitled to vote thereat
held by such stockholder or such other vote as set forth
in the Certificate of Incorporation. Such votes may be
cast in person or by proxy but no proxy shall be voted on
or after three years from its date, unless such proxy
provides for a longer period. The Board of Directors, in
its discretion, or the officer of the Corporation presid-
ing at a meeting of stockholders, in his discretion, may
require that any votes cast at such meeting shall be cast
by written ballot.
Section 6. Consent of Stockholders in Lieu of
Meeting. Unless otherwise provided in the Certificate of
Incorporation or these By-Laws, any action required or
permitted to be taken at any annual or special meeting of
stockholders of the Corporation, may be taken without a
meeting, without prior notice and without a vote, if a
consent in writing setting forth the action so taken,
shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that
would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who
have not consented.
Section 7. List of Stockholders Entitled to
Vote. The officer of the Corporation who has charge of
the stock ledger of the Corporation shall prepare and
make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders enti-
tled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and
the number of shares registered in the name of each
stockholder. Such list shall be open to the examination
of any stockholder, for any purpose germane to the meet-
ing, during ordinary business hours, for a period of at
least ten (10) days prior to the meeting of stockholders,
either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where
the meeting is to be held. The list shall also be pro-
duced and kept at the time and place of the meeting of
stockholders during the whole time thereof, and may be
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inspected by any stockholder of the Corporation who is
present.
Section 8. Stock Ledger. The stock ledger of
the Corporation shall be the only evidence as to who are
the stockholders entitled to examine the stock ledger,
the list required by Section 7 of this Article II or the
books of the Corporation, or to vote in person or by
proxy at any meeting of stockholders.
Section 9. Nomination of Directors. Only
persons who are nominated in accordance with the follow-
ing procedures shall be eligible for election as direc-
tors of the Corporation, except as may be otherwise
provided in the Certificate of Incorporation of the
Corporation with respect to the right of holders of
preferred stock of the Corporation to nominate and elect
a specified number of directors in certain circumstances.
Nominations of persons for election to the Board of
Directors may be made at any annual meeting of stockhold-
ers (a) by or at the direction of the Board of Directors
(or any duly authorized committee thereof) or (b) by any
stockholder of the Corporation (i) who is a stockholder
of record on the date of the giving of the notice provid-
ed for in this Section 8 and on the record date for the
determination of stockholders entitled to vote at such
annual meeting and (ii) who complies with the notice
procedures set forth in this Section 9.
In addition to any other applicable require-
ments, for a nomination to be made by a stockholder, such
stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.
To be timely, a stockholder's notice to the
Secretary must be delivered to or mailed and received at
the principal executive offices of the Corporation not
less than sixty (60) days nor more than ninety (90) days
prior to the anniversary date of the immediately preced-
ing annual meeting of stockholders; provided, however,
that in the event that the annual meeting is called for a
date that is not within thirty (30) days before or after
such anniversary date, notice by the stockholder in order
to be timely must be so received not later than the close
of business on the tenth (10th) day following the day on
which notice of the date of the annual meeting was mailed
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or public disclosure of the date of the annual meeting
was made, whichever first occurs.
To be in proper written form, a stockholder's
notice to the Secretary must set forth (a) as to each
person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business ad-
dress and residence address of the person, (ii) the
principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock
of the Corporation which are owned beneficially or of
record by the person and (iv) any other information
relating to the person that would be required to be
disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended from time to
time (the 'Exchange Act'), and the rules and regulations
promulgated thereunder; and (b) as to the stockholder
giving the notice (i) the name and record address of such
stockholder, (ii) the class or series and number of
shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings
between such stockholder and each proposed nominee and
any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by
such stockholder, (iv) a representation that such stock-
holder intends to appear in person or by proxy at the
annual meeting to nominate the persons named in its
notice and (v) any other information relating to such
stockholder that would be required to be disclosed in a
proxy statement or other filings required to be made in
connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and
the rules and regulations promulgated thereunder. Such
notice must be accompanied by a written consent of each
proposed nominee to being named as a nominee and to serve
as a director if elected.
No person shall be eligible for election as a
director of the Corporation unless nominated in accor-
dance with the procedures set forth in this Section 9. If
the officer presiding at an annual meeting of stockhold-
ers determines that a nomination was not made in accor-
dance with the foregoing procedures, such officer shall
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declare to the meeting that the nomination was defective
and such defective nomination shall be disregarded.
Section 10. Business at Annual Meetings. No
business may be transacted at an annual meeting of stock-
holders, other than business that is either (a) specified
in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors
(or any duly authorized committee thereof), (b) otherwise
properly brought before the annual meeting by or at the
direction of the Board of Directors (or any duly autho-
rized committee thereof) or (c) otherwise properly
brought before the annual meeting by any stockholder of
the Corporation (i) who is a stockholder of record on the
date of the giving of the notice provided for in this
Section 10 and on the record date for the determination
of stockholders entitled to vote at such annual meeting
and (ii) who complies with the notice procedures set
forth in this Section 10.
In addition to any other applicable require-
ments, for business to be properly brought before an
annual meeting by a stockholder, such stockholder must
have given timely notice thereof in proper written form
to the Secretary of the Corporation.
To be timely, a stockholder's notice to the
Secretary must be delivered to or mailed and received at
the principal executive offices of the Corporation not
less than sixty (60) days nor more than ninety (90) days
prior to the anniversary date of the immediately preced-
ing annual meeting of stockholders; provided, however,
that in the event that the annual meeting is called for a
date that is not within thirty (30) days before or after
such anniversary date, notice by the stockholder in order
to be timely must be so received not later than the close
of business on the tenth (10th) day following the day on
which notice of the date of the annual meeting was mailed
or public disclosure of the date of the annual meeting
was made, whichever first occurs.
To be in proper written form, a stockholder's
notice to the Secretary must set forth as to each matter
such stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii)
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the name and record address of such stockholder, (iii)
the class or series and number of shares of capital stock
of the Corporation which are owned beneficially or of
record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder
and any other person or persons (including their names)
in connection with the proposal of such business by such
stockholder and any material interest of such stockholder
in such business and (v) a representation that such
stockholder intends to appear in person or by proxy at
the annual meeting to bring such business before the
meeting.
No business shall be conducted at the annual
meeting of stockholders except business brought before
the annual meeting in accordance with the procedures set
forth in this Section 10; provided, however, that, once
business has been properly brought before the annual
meeting in accordance with such procedures, nothing in
this Section 10 shall be deemed to preclude discussion by
any stockholder of any such business. If the officer
presiding at an annual meeting of stockholders determines
that business was not properly brought before the annual
meeting in accordance with the foregoing procedures, such
officer shall declare to the meeting that the business
was not properly brought before the meeting and such
business shall not be transacted.
ARTICLE III
DIRECTORS
Section 1. Number and Election of Directors.
The Board of Directors shall consist of not less than
three (3) nor more than fifteen (15) members, the exact
number of which shall initially upon the adoption of
these By-Laws be eight (8) (consisting of the
Corporation's six (6) directors who are holding office at
such time and two (2) vacancies) and, thereafter, shall
be fixed from time to time by resolution of the Board of
Directors adopted in accordance with Section 5 of this
Article III. Except as provided in Section 2 of this
Article III, directors shall be elected by a plurality of
the votes cast at annual meetings of stockholders, and
each director so elected shall hold office until the next
such annual meeting and until his successor is duly
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elected and qualified, or until his earlier death or
incapacity, resignation, retirement, disqualification or
removal from office. Any director may resign at any time
upon notice to the Corporation. Directors need not be
stockholders.
Section 2. Vacancies. Subject to the terms of
any one or more classes or series of preferred stock of
the Corporation, newly created directorships resulting
from any increase in the number of directors (including
the two vacancies in the Board of Directors existing as
of the adoption of these By-Laws) and any vacancies in
the Board of Directors resulting from death or incapaci-
ty, resignation, retirement, disqualification or removal
from office may be filled only by the affirmative vote of
a majority of the directors then in office, though less
than a quorum, or by a sole remaining director, in a
manner consistent with the terms of the Stockholders
Agreement, and directors so elected shall hold office
until the next annual meeting of stockholders and until
their successors are duly elected and qualified, or until
their earlier death or incapacity, resignation, retire-
ment, disqualification or removal from office.
Section 3. Duties and Powers. The business of
the Corporation shall be managed by or under the direc-
tion of the Board of Directors which may exercise all
such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certifi-
cate of Incorporation or by these By-Laws directed or
required to be exercised or done by the stockholders. The
aforesaid powers of the Board of Directors shall include,
but shall in no way be limited to, the power to authorize
any of the specific actions set forth on Schedule I
attached to these By-Laws in accordance with the provi-
sions of Section 5 of this Article III, and such specific
actions shall be within the exclusive province of the
Board of Directors, as prescribed by law, the Certificate
of Incorporation or these By-Laws, and shall not be
delegated to any officer, employee or agent of the Corpo-
ration.
Section 4. Meetings. The Board of Directors of
the Corporation may hold meetings, both regular and
special, either within or without the State of Delaware.
Regular meetings of the Board of Directors may be held
without notice at such time and at such place as may from
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time to time be determined by the Board of Directors.
Special meetings of the Board of Directors may be called
by the Chairman of the Board of Directors, if there be
one, the President, or any director. Notice thereof
stating the place, date and hour of the meeting and the
matters to be acted on at such meeting shall be given to
each director either by mail not less than forty-eight
(48) hours before the date of the meeting (and, if such
notice is given by mail within seven (7) days prior to
the date of the meeting, concurrently by telephone,
telegram, facsimile, telex or cable), by telephone, tele-
gram on twenty-four (24) hours' notice, or on such short-
er notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.
Section 5. Quorum; Actions by Board. Except
as may be otherwise specifically provided by law, the
Certificate of Incorporation or these By-Laws, at all
meetings of the Board of Directors, a majority of the
entire Board of Directors shall constitute a quorum for
the transaction of business and the act of a majority of
the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors; pro-
vided, however, that, notwithstanding anything to the
contrary contained in these By-Laws, until the Trigger
Event, the approval of (i) the Required Majority at any
meeting at which there is a quorum present and (ii) two
directors who are SIBV Nominees and two directors who are
MSLEF II Nominees, shall be required to authorize the ac-
tions set forth in Schedule I attached to these By-Laws.
Without limiting the foregoing, unless the MS Holders'
collective ownership of Holdings Common Stock shall be in
Tier 5, during any period when the Board of Directors
does not consist of eight (or more) members then serving,
all actions of the Board of Directors shall require the
approval of at least one director who is a SIBV Nominee
and one director who is a MSLEF II Nominee. If a quorum
shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be
present.
For purposes of these By-Laws, the following
terms shall have the respective meanings set forth below:
9
'Holdings Common Stock' shall mean the Common
Stock (as defined in the Stockholders Agreement) of Holdings.
'MS Holders' shall have the meaning set forth
in the Stockholders Agreement.
'MSLEF II Nominees' shall have the meaning set
forth in the Stockholders Agreement.
'Required Majority' shall mean a number of
directors equal to the sum of (i) a majority of the
entire Board of Directors and (i) one. In the event that
the Board of Directors consists of eight members, the Re-
quired Majority shall be six directors.
'SIBV Nominees' shall have the meaning set
forth in the Stockholders Agreement.
'Stockholders Agreement' shall mean the stock-
holders agreement, dated as of May 3, 1994, among SIBV/MS
Holdings, Inc. (to be renamed Jefferson Smurfit Corpora-
tion), a Delaware corporation and the parent of the
Corporation ('Holdings'), Smurfit International B.V., a
corporation organized under the laws of The Netherlands
('SIBV'), The Morgan Stanley Leveraged Equity Fund II,
L.P., a Delaware limited partnership ('MSLEF II'), and
the other parties thereto, as it may be amended from time
to time.
'Tier 1', 'Tier 2' and 'Tier 5' shall have the
respective meanings set forth in the Stockholders Agree-
ment.
'Trigger Event' shall mean the MS Holders'
collective ownership of Holdings Common Stock not being
in Tier 1 or Tier 2.
Section 6. Action by Written Consent. Unless
otherwise provided by the Certificate of Incorporation or
these By-Laws, any action required or permitted to be
taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all
the members of the Board of Directors or any committee
thereof, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or such committee.
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Section 7. Meetings by Means of Conference
Telephone. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, members of the Board
of Directors of the Corporation, or any committee desig-
nated by the Board of Directors, may participate in a
meeting of the Board of Directors or such committee by
means of a conference telephone or similar communications
equipment by means of which all persons participating in
the meeting can hear each other, and participation in a
meeting pursuant to this Section 7 shall constitute
presence in person at such meeting.
Section 8. Committees. The Board of Directors
may, by resolution passed by the Required Majority (or,
after the Trigger Event, by a majority of the entire
Board of Directors), designate one or more committees,
each committee to consist of one or more of the directors
of the Corporation who shall be appointed to such commit-
tee by the Board of Directors. The Board of Directors
may designate one or more directors as alternate members
of any committee, who may replace any absent or disquali-
fied member at any meeting of any such committee. In the
absence or disqualification of a member of a committee,
and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or
disqualified member, another director may be designated
to act at the meeting in the place of any absent or
disqualified member by the Required Majority (or, after
the Trigger Event, by a majority of the entire Board of
Directors). Any committee, to the extent allowed by law
and provided in the resolution establishing such commit-
tee, shall have and may exercise all the powers and
authority of the Board of Directors in the management of
the business and affairs of the Corporation. Each com-
mittee shall keep regular minutes and report to the Board
of Directors when required.
Section 9. Compensation. The directors may be
paid their expenses, if any, of attendance at each meet-
ing of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors
and/or a stated salary as director. No such payment
shall preclude any director from serving the Corporation
in any other capacity and receiving compensation there-
for. Members of special or standing committees may be
allowed like compensation for attending committee meet-
ings.
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Section 10. Interested Directors. No contract
or transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and
any other corporation, partnership, association, or other
organization in which one or more of its directors or
officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this
reason, or solely because the director or officer is
present at or participates in the meeting of the Board of
Directors or committee thereof which authorizes the
contract or transaction, or solely because his or their
votes are counted for such purpose if (i) the material
facts as to his or their relationship or interest and as
to the contract or transaction are disclosed or are known
to the Board of Directors or the committee, and the Board
of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii)
the material facts as to his or their relationship or
interest and as to the contract or transaction are dis-
closed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or
(iii) the contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or
ratified, by the Board of Directors, a committee thereof
or the stockholders. Common or interested directors may
be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.
ARTICLE IV
OFFICERS
Section 1. General. The officers of the
Corporation shall be chosen by the Board of Directors (or
by a duly appointed committee thereof (the 'Appointment
Committee')) and shall be a Chairman of the Board of
Directors (who must be a director), a President, a Secre-
tary, a Chief Financial Officer and a Treasurer. The
Board of Directors (or, if there be one, the Appointment
Committee), in its discretion, may also choose one or
more Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may
12
be held by the same person, unless otherwise prohibited
by law, the Certificate of Incorporation or these By-
Laws. The officers of the Corporation need not be stock-
holders of the Corporation nor, except in the case of the
Chairman of the Board of Directors, need such officers be
directors of the Corporation.
Section 2. Election. The Board of Directors
(or, if there be one, the Appointment Committee) at its
first annual meeting held after each annual meeting of
stockholders shall elect the officers of the Corporation
who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors
(or, if there be one, the Appointment Committee); and all
officers of the Corporation shall hold office until their
successors are chosen and qualified, or until their
earlier death or incapacity, resignation, retirement,
disqualification or removal from office. Any officer
elected by the Board of Directors (or, if there be one,
the Appointment Committee) may be removed at any time by
the affirmative vote of a majority of the directors pres-
ent at any meeting of the Board of Directors at which
there is a quorum (or, if there be an Appointment Commit-
tee, a majority of its members). Any vacancy occurring
in any office of the Corporation shall be filled by the
Board of Directors (or, if there be one, the Appointment
Committee). Notwithstanding anything to the contrary in
these By-Laws, the compensation of all officers of the
Corporation shall be determined in the manner provided in
the By-Laws of Holdings.
Section 3. Voting Securities Owned by the
Corporation. Powers of attorney, proxies, waivers of
notice of meeting, consents and other instruments relat-
ing to securities owned by the Corporation may be execut-
ed in the name of and on behalf of the Corporation by the
President or any Vice President and any such officer may,
in the name of and on behalf of the Corporation, take all
such action as any such officer may deem advisable to
vote in person or by proxy at any meeting of security
holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and
may exercise any and all rights and powers incident to
the ownership of such securities and which, as the owner
thereof, the Corporation might have exercised and pos-
sessed if present. The Board of Directors may, by reso-
13
lution, from time to time confer like powers upon any
other person or persons.
Section 4. Chairman of the Board of Directors.
The Chairman of the Board of Directors shall preside at
all meetings of the stockholders and of the Board of
Directors. Except where by law the signature of the
President is required, the Chairman of the Board of
Directors shall possess the same power as the President
to sign all contracts, certificates and other instruments
of the Corporation which may be authorized by the Board
of Directors (or, if there be one, the Appointment Com-
mittee). During the absence or disability of the Presi-
dent, the Chairman of the Board of Directors shall exer-
cise all the powers and discharge all the duties of the
President. The Chairman of the Board of Directors shall
also perform such other duties and may exercise such
other powers as from time to time may be assigned to him
by these By-Laws or by the Board of Directors (or, if
there be one, the Appointment Committee).
Section 5. President. The President shall,
subject to the control of the Board of Directors and, if
there be one, the Chairman of the Board of Directors,
have general supervisory powers of the business of the
Corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect. He
shall execute all bonds, mortgages, contracts and other
instruments of the Corporation requiring a seal, under
the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and
except that the other officers of the Corporation may
sign and execute documents when so authorized by these
By-Laws, the Board of Directors (or, if there be one, the
Appointment Committee) or the President. In the absence
or disability of the Chairman of the Board of Directors,
or if there be none, the President shall preside at all
meetings of the stockholders and of the Board of Direc-
tors. The President may be the Chief Executive Officer
of the Corporation. The President shall also perform
such other duties and may exercise such other powers as
from time to time may be assigned to him by these By-Laws
or by the Board of Directors (or, if there be one, the
Appointment Committee).
Section 6. Vice Presidents. At the request of
the President or in his absence or in the event of his
14
inability or refusal to act (and if there be no Chairman
of the Board of Directors), the Vice President or the
Vice Presidents if there is more than one (in the order
designated by the Board of Directors or, if there be one,
the Appointment Committee) shall perform the duties of
the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the
President. Each Vice President shall perform such other
duties and have such other powers as the Board of Direc-
tors (or, if there be one, the Appointment Committee)
from time to time may prescribe. If there be no Chairman
of the Board of Directors and no Vice President, the
Board of Directors (or, if there be one, the Appointment
Committee) shall designate the officer of the Corporation
who, in the absence of the President or in the event of
the inability or refusal of the President to act, shall
perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the
restrictions upon the President.
Section 7. Secretary. The Secretary shall
attend all meetings of the Board of Directors and all
meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose;
the Secretary shall also perform like duties for the
standing committees of the Board of Directors when re-
quired. The Secretary shall give, or cause to be given,
notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of
Directors (or, if there be one, the Appointment Commit-
tee) or President, under whose supervision he shall be.
If the Secretary shall be unable or shall refuse to cause
to be given notice of all meetings of the stockholders
and special meetings of the Board of Directors, and if
there be no Assistant Secretary, then either the Board of
Directors (or, if there be one, the Appointment Commit-
tee) or the President may choose another officer to cause
such notice to be given. The Secretary shall have custody
of the seal of the Corporation and the Secretary or any
Assistant Secretary, if there be one, shall have authori-
ty to affix the same to any instrument requiring it and
when so affixed, it may be attested by the signature of
the Secretary or by the signature of any such Assistant
Secretary. The Board of Directors (or, if there be one,
the Appointment Committee) may give general authority to
any other officer to affix the seal of the Corporation
15
and to attest the affixing by his signature. The Secre-
tary shall see that all books, reports, statements,
certificates and other documents and records required by
law to be kept or filed are properly kept or filed, as
the case may be.
Section 8. Chief Financial Officer. The Chief
Financial Officer shall exercise general supervision over
the finances of the Corporation and shall supervise and
be responsible for all matters pertaining to the raising
of debt and equity capital and cash management functions
of the Corporation. He shall render periodically such
balance sheets and other financial statements or reports
relating to the business of the Corporation as may be
required pursuant to the Stockholders Agreement, by the
Board of Directors, the Chairman of the Board of Direc-
tors, the President or any other authorized officer of
the Corporation. The Chief Financial Officer shall be a
Vice President.
Section 9. Treasurer. The Treasurer shall
have the custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Direc-
tors. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so
requires, an account of all his transactions as Treasurer
and of the financial condition of the Corporation. If
required by the Board of Directors, the Treasurer shall
give the Corporation a bond in such sum and with such
surety or sureties as shall be satisfactory to the Board
of Directors for the faithful performance of the duties
of his office and for the restoration to the Corporation,
in case of his death or incapacity, resignation, retire-
ment, disqualification or removal from office, of all
books, papers, vouchers, money and other property of
whatever kind in his possession or under his control
belonging to the Corporation.
Section 10. Assistant Secretaries. Except as
may be otherwise provided in these By-Laws, Assistant
16
Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned
to them by the Board of Directors (or, if there be one,
the Appointment Committee), the President, any Vice
President, if there be one, or the Secretary, and in the
absence of the Secretary or in the event of his disabili-
ty or refusal to act, shall perform the duties of the
Secretary, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the Secre-
tary.
Section 11. Assistant Treasurers. Assistant
Treasurers, if there be any, shall perform such duties
and have such powers as from time to time may be assigned
to them by the Board of Directors (or, if there be one,
the Appointment Committee), the President, any Vice
President, if there be one, or the Treasurer, and in the
absence of the Treasurer or in the event of his disabili-
ty or refusal to act, shall perform the duties of the
Treasurer, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the Trea-
surer. If required by the Board of Directors, an Assis-
tant Treasurer shall give the Corporation a bond in such
sum and with such surety or sureties as shall be satis-
factory to the Board of Directors for the faithful per-
formance of the duties of his office and for the restora-
tion to the Corporation, in case of his death or incapac-
ity, resignation, retirement, disqualification or removal
from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or
under his control belonging to the Corporation.
Section 12. Other Officers. Such other offi-
cers as the Board of Directors (or, if there be one, the
Appointment Committee) may choose shall perform such
duties and have such powers as from time to time may be
assigned to them by the Board of Directors (or, if there
be one, the Appointment Committee). The Board of Direc-
tors (or, if there be one, the Appointment Committee) may
delegate to any other officer of the Corporation the
power to choose such other officers and to prescribe
their respective duties and powers.
17
ARTICLE V
STOCK
Section 1. Form of Certificates. Every holder
of stock in the Corporation shall be entitled to have a
certificate signed, in the name of the Corporation (i) by
the Chairman of the Board of Directors, the President or
a Vice President and (ii) by the Treasurer or an Assis-
tant Treasurer, or the Secretary or an Assistant Secre-
tary of the Corporation, certifying the number of shares
owned by him in the Corporation.
Section 2. Signatures. Any or all of the
signatures on a certificate may be a facsimile. In case
any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, trans-
fer agent or registrar before such certificate is issued,
it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar
at the date of issue.
Section 3. Lost Certificates. The Board of
Directors may direct a new certificate to be issued in
place of any certificate theretofore issued by the Corpo-
ration alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost,
stolen or destroyed. When authorizing such issue of a
new certificate, the Board of Directors may, in its dis-
cretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or de-
stroyed certificate, or his legal representative, to
advertise the same in such manner as the Board of Direc-
tors shall require and/or to give the Corporation a bond
in such sum as it may direct as indemnity against any
claim that may be made against the Corporation with
respect to the certificate alleged to have been lost,
stolen or destroyed.
Section 4. Transfers. Stock of the Corpora-
tion shall be transferable in the manner prescribed by
law and in these By-Laws. Transfers of stock shall be
made on the books of the Corporation only by the person
named in the certificate or by his attorney lawfully
constituted in writing and upon the surrender of the
18
certificate therefor, which shall be cancelled before a
new certificate shall be issued.
Section 5. Record Date. In order that the
Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to express consent
to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion
or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix, in ad-
vance, a record date, which shall not be more than sixty
(60) days nor less than ten (10) days before the date of
such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stock-
holders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a
new record date for the adjourned meeting.
Section 6. Beneficial Owners. The Corporation
shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares of
capital stock to receive dividends, and to vote as such
owner, and to hold liable for calls and assessments a
person registered on its books as the owner of shares,
and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the
part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise
provided by law.
ARTICLE VI
NOTICES
Section 1. Notices. Whenever written notice
is required by law, the Certificate of Incorporation or
these By-Laws to be given to any director, member of a
committee or stockholder, such notice may be given by
mail, addressed to such director, member of a committee
or stockholder, at his address as it appears on the
records of the Corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time
19
when the same shall be deposited in the United States
mail. Written notice may also be given personally or by
telegram, facsimile, telex or cable.
Section 2. Waivers of Notice. Whenever any
notice is required by law, the Certificate of Incorpora-
tion or these By-Laws to be given to any director, member
of a committee or stockholder, a waiver thereof in writ-
ing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the
capital stock of the Corporation, if any, may, subject to
the provisions of the Certificate of Incorporation, be
declared by the Board of Directors at any regular or
special meeting, and may be paid in cash, in property, or
in shares of the capital stock. Before payment of any
dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as
the Board of Directors from time to time, in its absolute
discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for re-
pairing or maintaining any property of the Corporation,
or for any proper purpose, and the Board of Directors may
modify or abolish any such reserve.
Section 2. Disbursements. All checks or de-
mands for money and notes of the Corporation shall be
signed by such officer or officers or such other person
or persons as the Board of Directors may from time to
time designate.
Section 3. Fiscal Year. The fiscal year of
the Corporation shall be fixed by resolution of the Board
of Directors.
Section 4. Corporate Seal. The corporate seal
shall have inscribed thereon the name of the Corporation,
and may have inscribed thereon the year of its organiza-
tion and the words 'Corporate Seal, Delaware'. The seal
20
may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE VIII
INDEMNIFICATION
Section 1. Power to Indemnify in Actions,
Suits or Proceedings other than those by or in the Right
of the Corporation. Subject to Section 3 of this Article
VIII, the Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceed-
ing, whether civil, criminal, administrative or investi-
gative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a
director or officer of the Corporation, or is or was a
director or officer of the Corporation serving at the
request of the Corporation as a director, officer, trust-
ee, administrator, employee or agent of another corpora-
tion, partnership, joint venture, trust, employee benefit
plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably be-
lieved to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
Section 2. Power to Indemnify in Actions,
Suits or Proceedings by or in the Right of the Corpora-
tion. Subject to Section 3 of this Article VIII, the
Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threat-
ened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its
21
favor by reason of the fact that he is or was a director
or officer of the Corporation, or is or was a director or
officer of the Corporation serving at the request of the
Corporation as a director, officer, trustee, administra-
tor, employee or agent of another corporation, partner-
ship, joint venture, trust, employee benefit plan or
other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him in connec-
tion with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reason-
ably believed to be in or not opposed to the best inter-
ests of the Corporation; except that no indemnification
shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent
that the Court of Chancery or the court in which such
action or suit was brought shall determine upon applica-
tion that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court
shall deem proper.
Section 3. Authorization of Indemnification.
Any indemnification under this Article VIII (unless
ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination
that indemnification of the director or officer is proper
in the circumstances because he has met the applicable
standard of conduct set forth in Section 1 or Section 2
of this Article VIII, as the case may be. Such determi-
nation shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or
(ii) if such a quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so di-
rects, by independent legal counsel in a written opinion,
or (iii) by the stockholders. To the extent, however,
that a director or officer of the Corporation has been
successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense
of any claim, issue or matter therein, he shall be indem-
nified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection
therewith, without the necessity of authorization in the
specific case.
22
Section 4. Good Faith Defined. For purposes
of any determination under Section 3 of this Article
VIII, a person shall be deemed to have acted in good
faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation, or,
with respect to any criminal action or proceeding, to
have had no reasonable cause to believe his conduct was
unlawful, if his action is based on the records or books
of account of the Corporation or another enterprise, or
on information supplied to him by the officers of the
Corporation or another enterprise in the course of their
duties, or on the advice of legal counsel for the Corpo-
ration or another enterprise or on information or records
given or reports made to the Corporation or another
enterprise by an independent certified public accountant
or by an appraiser or other expert selected with reason-
able care by the Corporation or another enterprise. The
term 'another enterprise' as used in this Section 4 shall
mean any other corporation or any partnership, joint
venture, trust, employee benefit plan or other enterprise
of which such person is or was serving at the request of
the Corporation as a director, officer, trustee, adminis-
trator, employee or agent. The provisions of this Sec-
tion 4 shall not be deemed to be exclusive or to limit in
any way the circumstances in which a person may be deemed
to have met the applicable standard of conduct set forth
in Sections 1 or 2 of this Article VIII, as the case may
be.
Section 5. Indemnification by a Court. Not-
withstanding any contrary determination in the specific
case under Section 3 of this Article VIII, and notwith-
standing the absence of any determination thereunder, any
director or officer may apply to any court of competent
jurisdiction in the State of Delaware for indemnification
to the extent otherwise permissible under Sections 1 and
2 of this Article VIII. The basis of such indemnifica-
tion by a court shall be a determination by such court
that indemnification of the director or officer is proper
in the circumstances because he has met the applicable
standards of conduct set forth in Sections 1 or 2 of this
Article VIII, as the case may be. Neither a contrary
determination in the specific case under Section 3 of
this Article VIII nor the absence of any determination
thereunder shall be a defense to such application or
create a presumption that the director or officer seeking
indemnification has not met any applicable standard of
23
conduct. Notice of any application for indemnification
pursuant to this Section 5 shall be given to the Corpora-
tion promptly upon the filing of such application. If
successful, in whole or in part, the director or officer
seeking indemnification shall also be entitled to be paid
the expense of prosecuting such application.
Section 6. Expenses Payable in Advance.
Expenses (including, without limitation, attorneys fees)
actually and reasonably incurred by a director or officer
in defending or investigating a threatened or pending ac-
tion, suit or proceeding shall be paid by the Corporation
in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount
if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as autho-
rized in this Article VIII.
Section 7. Nonexclusivity of Indemnification
and Advancement of Expenses. The indemnification and ad-
vancement of expenses provided by or granted pursuant to
this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or
advancement of expenses may be entitled under any By-Law,
agreement, contract, vote of stockholders or disinterest-
ed directors or pursuant to the direction (howsoever
embodied) of any court of competent jurisdiction or
otherwise, both as to action in his official capacity and
as to action in another capacity while holding such
office, it being the policy of the Corporation that
indemnification of, and advances of expenses to, the per-
sons specified in Sections 1 and 2 of this Article VIII
shall be made to the fullest extent permitted by law.
The provisions of this Article VIII shall not be deemed
to preclude the indemnification of, and advancement of
expenses to, any person who is not specified in Sections
1 or 2 of this Article VIII but whom the Corporation has
the power or obligation to indemnify under the provisions
of the General Corporation Law of the State of Delaware,
or otherwise.
Section 8. Insurance. The Corporation may
purchase and maintain insurance on behalf of any person
who is or was a director or officer of the Corporation,
or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director,
24
officer, trustee, administrator, employee or agent of
another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any
liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such,
whether or not the Corporation would have the power or
the obligation to indemnify him against such liability
under the provisions of this Article VIII.
Section 9. Certain Definitions. For purposes
of this Article VIII, references to 'the Corporation'
shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger
which, if its separate existence had continued, would
have had power and authority to indemnify its directors
or officers, so that any person who is or was a director
or officer of such constituent corporation, or is or was
a director or officer of such constituent corporation
serving at the request of such constituent corporation as
a director, officer, trustee, administrator, employee or
agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, shall
stand in the same position under the provisions of this
Article VIII with respect to the resulting or surviving
corporation as he would have with respect to such con-
stituent corporation if its separate existence had con-
tinued. For purposes of this Article VIII, references to
'fines' shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and
references to 'serving at the request of the Corporation'
shall include any service as a director, officer, trust-
ee, administrator, employee or agent of the Corporation
which imposes duties on, or involves services by, such
director or officer with respect to an employee benefit
plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably be-
lieved to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner 'not opposed to the best inter-
ests of the Corporation' as referred to in this Article
VIII.
Section 10. Survival of Indemnification and
Advancement of Expenses. The indemnification and ad-
vancement of expenses obligations set forth in this
Article VIII shall inure to the benefit of the heirs,
25
executors, administrators and personal representatives of
those persons entitled thereto and shall be binding upon
any successor to the Corporation to the fullest extent
permitted by law. Neither any amendment or repeal of the
provisions of this Article VIII nor adoption of any
provision of the Certificate of Incorporation or of these
By-Laws which is inconsistent with the provisions of this
Article VIII shall adversely affect any right or protec-
tion of a person existing at the time of such amendment,
repeal or adoption with respect to actions, suits or
proceedings relating to acts or omissions of such person
occurring prior to such amendment, repeal or adoption.
Section 11. Limitation on Indemnification.
Notwithstanding anything contained in this Article VIII
to the contrary, except for proceedings to enforce rights
to indemnification and rights to advancement of expenses
(which shall be governed by Section 5 hereof), the Corpo-
ration shall not be obligated to indemnify, or advance
expenses to, any director or officer in connection with a
proceeding (or part thereof) initiated by such person
unless such proceeding (or part thereof) was authorized
or consented to by the Board of Directors of the Corpora-
tion.
Section 12. Indemnification of Employees and
Agents. The Corporation may, to the extent authorized
from time to time by the Board of Directors, provide
rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation simi-
lar to those conferred in this Article VIII to directors
and officers of the Corporation.
ARTICLE IX
AMENDMENTS
Section 1. These By-Laws may not be altered,
amended or repealed, in whole or in part, nor may new By-
Laws be adopted, except by the Required Majority (or,
after the Trigger Event, a majority of the entire Board
of Directors) or by the affirmative vote of the stock-
holders holding at least two-thirds of the voting power
of the Corporation's then outstanding capital stock
entitled to vote thereon; provided, that notice of such
alteration, amendment, repeal or adoption of new By-Laws
26
be contained in the notice of such meeting of stockhold-
ers or Board of Directors, as the case may be.
Section 2. Entire Board of Directors. As used
in these By-Laws generally, the term 'entire Board of
Directors' means the total number of directors which the
Corporation would have if there were no vacancies.
27
Schedule I
1. Amendment of the Certificate of Incorpora-
tion or By-Laws of the Corporation or any of its subsid-
iaries.
2. Issuance, sale, purchase, redemption,
conversion or exchange of any capital stock, warrants,
options or other securities of the Corporation or any of
its subsidiaries (other than any issuance or sale to the
Corporation or Holdings or any direct or indirect wholly
owned subsidiary of Holdings).
3. Establishment of and appointments to any
audit committee.
4. Sale of assets to or from the Corporation
or any of its subsidiaries in excess of $20 million in
one or a series of transactions or in any number of
transactions within a six month period (other than trans-
actions among Holdings and any of its direct or indirect
wholly owned subsidiaries or among any of Holdings'
direct or indirect wholly owned subsidiaries).
5. Sale of assets between the Corporation or
any of its subsidiaries and Jefferson Smurfit Group plc,
a company organized under the laws of the Republic of
Ireland ('JSG'), or any of JSG's Affiliates (as defined
below), in excess of $5 million in one or a series of
transactions or in any number of transactions within a
six month period (other than sales and purchases of
inventory in the normal course of the Corporation's
business consistent with the requirements of its busi-
ness).
6. Merger, consolidation, dissolution or
liquidation of the Corporation or any of its subsidiar-
ies, except for mergers or consolidations of subsidiaries
of Holdings, the Corporation or Container Corporation of
America, a Delaware corporation ('CCA'), with other sub-
sidiaries of Holdings, the Corporation or CCA (other than
a merger or consolidation involving Holdings, the Corpo-
ration or CCA, except as contemplated by the
Corporation's Registration Statement (File No. 33-52383)
relating to its debt offering).
7. Filing of any petition by or on behalf of
the Corporation seeking relief under the federal bank-
ruptcy act or similar relief under any law or statute of
the United States or any state thereof.
8. Setting aside, declaration or making of any
payment or distribution by way of dividend or otherwise
to the stockholders of the Corporation or any of its
subsidiaries (or setting dividend policy with respect
thereto), except for any such payments or distributions
made or to be made to Holdings or any of its direct or
indirect wholly owned subsidiaries.
9. Incurrence of new indebtedness (including
capitalized leases) in excess of $10 million.
10. Creation or incurrence of a lien or encum-
brance on the property of the Corporation or any of its
subsidiaries, except for liens related to the Refinancing
(as defined in the Stockholders Agreement), liens related
to any indebtedness incurred pursuant to paragraph 9 of
this Schedule I or other minor liens, including liens for
taxes or those arising by operation of law, permitted to
exist under the terms of the Refinancing (or any other
material amount of indebtedness for borrowed money).
11. Guarantees in excess of $10 million of
payment by or performance of obligations of third parties
other than in the ordinary course of business.
12. The Corporation's or any of its subsidiar-
ies' institution, termination or settlement of material
litigation or litigation not in the ordinary course of
the Corporation's business (in each case where such
litigation represents a case or controversy in excess of
$10 million).
13. Surrendering or abandoning any property,
tangible or intangible, or any rights having a book value
in excess of $10 million.
14. Any commitment or action of the Corpora-
tion or any of its subsidiaries (other than in the ordi-
nary course of its business) which creates a liability or
commitment (fixed or contingent) in excess of $15 mil-
lion.
15. Capital expenditures in excess of accumu-
lated depreciation allowance of the Corporation or any of
its subsidiaries (including all accumulated depreciation
allowances to date) (calculated in accordance with gener-
ally accepted accounting principles).
16. Donations of money or property in a given
fiscal year significantly in excess of the amounts his-
torically donated by the Corporation in such period
subject to an annual 5% increase.
17. Any investment of the Corporation or any
of its subsidiaries in JSG or any of its Affiliates.
18. Any investment of the Corporation or any
of its subsidiaries in another corporation, partnership
or joint venture in excess of $15 million (in one or a
series of related transactions or in any number of trans-
actions within six months), other than an investment in
the Corporation or any of its direct or indirect wholly
owned subsidiaries.
19. Entering into any lease (other than a
capitalized lease) of any assets of the Corporation
located in any one place having a book value in excess of
$20 million or in excess of $10 million, if the lease has
a term of more than five years.
20. Entering into agreements or material
transactions between the Corporation and a (or adopting
any incentive, compensation or other benefit plan cover-
ing any) director or officer of any of the following
entities or their Affiliates: Holdings, the Corporation,
CCA, JSG, SIBV, and MSLEF II.
21. Replacement of independent accountants for
the Corporation or any of its subsidiaries.
22. Modification of significant accounting
methods, practices, procedures and policies except as
required by generally accepted accounting principles.
23. The increase or decrease of the number of
directors comprising the Corporation's Board of Direc-
tors.
24. Any decision registration of any securi-
ties.
For purposes of this Schedule I, 'Affiliate'
shall have the meaning ascribed to such term in Rule 12b-
2 of the General Rules and Regulations under the Exchange
Act or any successor provision.
Capitalized terms used in this Schedule I and
not otherwise defined herein shall have the respective
meanings set forth in the By-Laws to which this Schedule
I is attached.