0001104659-11-002672 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among ROCK-TENN COMPANY, SAM ACQUISITION, LLC and SMURFIT-STONE CONTAINER CORPORATION Dated as of January 23, 2011

Merger Agreement • January 24th, 2011 • SMURFIT-STONE CONTAINER Corp • Paperboard mills • Delaware

• Contract Type
  Merger Agreement
• Filed
  January 24th, 2011
• Company
  SMURFIT-STONE CONTAINER Corp
• Industry
  Paperboard mills
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER, dated as of January 23, 2011 (the “Agreement”), by and among ROCK-TENN COMPANY, a Georgia corporation (“Parent”), SAM ACQUISITION, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and SMURFIT-STONE CONTAINER CORPORATION, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section 9.12; and