AGREEMENT AND PLAN OF MERGER BY AND AMONG ROCK-TENN COMPANY, CARRIER MERGER SUB, INC., SOUTHERN CONTAINER CORP., THE STOCKHOLDERS LISTED ON SCHEDULE A HERETO, STEVEN HILL, AND THE STOCKHOLDERS’ REPRESENTATIVE Dated as of January 10, 2008Merger Agreement • January 11th, 2008 • Rock-Tenn CO • Paperboard containers & boxes • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), made and entered into as of January 10, 2008 by and among Rock-Tenn Company, a Georgia corporation (“Buyer”), Carrier Merger Sub, Inc., a Delaware corporation and direct wholly-owned Subsidiary of Buyer (“Merger Sub”), Southern Container Corp., a Delaware corporation (the “Company”), the Stockholders holding all of the issued and outstanding common stock of the Company, having a par value of $10 per share (the “Company Common Stock”), listed on Schedule A hereto (together the “Stockholders”), Steven Hill, a resident of the State of New York (“Hill”), and the Stockholders’ Representative (as defined in Section 1.20 hereof). Buyer, Merger Sub, the Company, the Stockholders, Hill and the Stockholders’ Representative are sometimes referred to herein each individually as a “Party” and, together, as the “Parties.”
