<PAGE>


                                                                   EXHIBIT 10.31
                                                                   -------------

                              ASSET ACQUISITION AND
                              ---------------------
                        PLAN OF REORGANIZATION AGREEMENT
                        --------------------------------

     This Asset Acquisition and Plan of Reorganization Agreement is made and
entered into as of the 18th day of January, 2002 (this "Agreement") by and
between Smurfit Packaging Corporation, a Delaware corporation ("SPC"), and
Smurfit-Stone Container Corporation, a Delaware corporation ("SSCC").

                                    RECITALS

     A. SPC is the record and beneficial owner of 36,800,000 fully paid and
non-assessable shares of Common Stock, $.01 per share par value of SSCC (the
shares of Common Stock of SSCC are hereinafter individually referred to as a
"Common Share" and collectively referred to as the "Common Shares," and the
Common Shares owned by SPC are hereinafter collectively referred to as the "SPC
Common Shares").

     B. SPC and SSCC desire to engage in a transaction pursuant to which (i) SPC
shall transfer and assign to SSCC the SPC Common Shares, together with the
consideration referred to in Section 2.1 hereof, (ii) SSCC shall issue and
deliver to SPC 36,800,000 Common Shares (collectively referred to as the "New
Common Shares"), and (iii) promptly following the transactions referred to in
clauses (i) and (ii) above, SPC shall convert pursuant to Section 266 of the
Delaware General Corporation Law (the "DGCL") and Section 214 of the Delaware
Limited Liability Company Act ("Delaware LLC Law") into a Delaware limited
liability company or otherwise liquidate for federal income tax purposes.

<PAGE>

     C. For U.S. federal income tax purposes it is intended that the
transactions contemplated by Recital B hereof qualify as a reorganization under
the provisions of Section 368(a) of the Internal Revenue Code of 1986, as
amended ("Code"), and that this Agreement shall constitute a "plan of
reorganization" within the meaning of Treasury Regulation Section 1.368-1(c).

     NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements contained herein, the parties, intending to
be legally bound, hereby agree as follows:

                                   ARTICLE I

                               CERTAIN DEFINITIONS
                               -------------------

     Section 1.1 Previously Defined Terms. Each term defined in the first
                 ------------------------
paragraph and the Recitals shall have the meaning set forth above whenever used
herein, unless otherwise expressly provided or unless the context clearly
requires otherwise.

     Section 1.2 Definitions. In addition to the terms defined in the first
                 -----------
paragraph and the Recitals, whenever used herein, the following terms shall have
the meanings set forth below unless otherwise expressly provided or unless the
context clearly requires otherwise:

     "Agreement" - See initial paragraph of this Agreement.

     "Business Day" shall mean a day (other than a Saturday or Sunday) on which
banks generally are open in New York, New York.

     "Cash Payment" - See Section 2.1(a).

     "Closing" - See Section 3.1.

     "Closing Date" - See Section 3.1.

     "Code" - See Recital C.

     "Common Share" or "Common Shares" - See Recital A.


                                      -2-

<PAGE>

     "Delaware LLC Law" - See Recital B(iii).

     "DGCL" - See Recital B(iii).

     "Governmental Authority" or "Governmental Authorities" shall mean any
foreign or domestic, federal, territorial, state or local governmental
authority, quasi-governmental authority, instrumentality, court, government or
self-regulatory organization, commission, tribunal or organization or any
regulatory, administrative or other agency, or any political or other
subdivision, department, board, bureau or branch or official of any of the
foregoing.

     "NASDAQ" shall mean the NASDAQ National Market of the NASDAQ Stock Market,
Inc.

     "New Common Shares" - See Recital B(ii).

     "Note Agreement" - See Section 6.7.

     "Order" shall mean any decree, order, judgment, writ, award, injunction,
stipulation or consent of or by a Governmental Authority.

     "Person" shall mean any natural person, corporation, partnership, limited
liability company, joint venture, trust, association or unincorporated entity of
any kind.

     "SPC Common Shares" - See Recital A.

     Section 1.3 Other Interpretive Provisions.
                 -----------------------------

     (a)  The meanings of defined terms are equally applicable to the singular
and plural forms of the defined terms.

     (b)  The words "hereof", "herein", "hereunder" and similar words refer to
this Agreement as a whole and not to any particular provision of this Agreement;
and Section references are to this Agreement unless otherwise specified.


                                      -3-

<PAGE>

     (c)  (i)   The term "documents" includes any and all instruments,
  documents, agreements, certificates, indentures, notices and other writings,
  however evidenced.

          (ii)  The term "including" is not limiting and means "including
  without limitation."

          (iii) In the computation of periods of time from a specified date to a
  later specified date, the word "from" means "from and including"; the words
  "to" and "until" each mean "to but excluding," and the word "through" means
  "to and including."

     (d)  Unless otherwise expressly provided herein, (i) references to
agreements (including this Agreement) and other contractual instruments shall be
deemed to include all subsequent amendments and other modifications thereto, and
(ii) references to any statute or regulation are to be construed as including
all statutory and regulatory provisions consolidating, amending, replacing,
supplementing or interpreting the statute or regulation.

                                   ARTICLE II

                     ACQUISITION AND TRANSFER CONSIDERATION
                     --------------------------------------
                            AND OTHER RELATED MATTERS
                            -------------------------

     Section 2.1 Acquisition and Transfer. (a) Upon the terms and subject to the
                 ------------------------
conditions of this Agreement, at the Closing on the Closing Date, SPC shall (i)
assign, convey, transfer and deliver to SSCC the SPC Common Shares, free and
clear of any pledges, liens, security interests, encumbrances or other charges
or rights of others of any kind or nature; and (ii) pay to SSCC $700,000 (the
"Cash Payment").

     (b)  The Cash Payment shall be paid by SPC by the wire transfer of
immediately available federal funds for credit to SSCC to an account or accounts
designated by SSCC in writing prior to the Closing Date.


                                      -4-

<PAGE>

     Section 2.2 Consideration. In consideration for the SPC Common Shares and
                 -------------
the Cash Payment, at the Closing on the Closing Date, SSCC shall issue and
deliver to SPC the New Common Shares.

     Section 2.3 No Assumed Liabilities. SSCC shall not assume or pay any debt,
                 ----------------------
obligation or liability, of any kind or nature (fixed or contingent, known or
unknown) of SPC as a result of this Agreement or the transactions contemplated
by this Agreement, whether or not related to the SPC Common Shares.

     Section 2.4 Sales or Transfer Taxes. SPC shall pay and be responsible for
                 -----------------------
any stamp, transfer, sales, purchase, value added, excise or similar tax imposed
under the laws of (a) the United States, or any state or political subdivision
thereof, or (b) any foreign government or political subdivision thereof, arising
out of the consummation of the transactions contemplated by this Agreement.

     Section 2.5 Conversion. Promptly following the consummation of the
                 ----------
transactions contemplated by Sections 2.1 and 2.2 of this Agreement, SPC shall
take all necessary actions and steps to implement and effect the conversion of
SPC to a Delaware limited liability company pursuant to Section 266 of the DGCL
and Section 214 of the Delaware LLC Law or otherwise to liquidate for federal
income tax purposes.

     Section 2.6 Nonconfidentiality. Disclosure of the structure and aspects of
                 ------------------
the transactions contemplated by this Agreement are not limited in any way, and
SPC and SSCC may disclose to any person (without limitation of any kind) the
structure and any relevant aspects of the transactions contemplated by this
Agreement.


                                      -5-

<PAGE>

     Section 2.7 Commercially Reasonable Efforts. Each of the parties shall use
                 -------------------------------
their commercially reasonable efforts to satisfy the conditions set forth in
Articles VI and VII and to complete the transactions contemplated hereby.

                                   ARTICLE III

                       CLOSING AND CLOSING DATE DELIVERIES
                       -----------------------------------

     Section 3.1 Closing and Closing Date. The term "Closing" as used herein
                 ------------------------
shall refer to the actual conveyance, transfer, assignment and delivery of the
certificates representing the SPC Common Shares to SSCC in exchange for the
consideration set forth in Section 2.2 of this Agreement. The Closing shall take
place at the offices of Winston & Strawn, 35 West Wacker Drive, Chicago,
Illinois at 10:00 a.m. Chicago local time, on the fifth Business Day following
the date upon which all of the conditions precedents set forth in Articles VI
and VII of this Agreement are satisfied or waived by the appropriate party
hereto, subject to Article VIII of this Agreement (the "Closing Date"), or at
such other place and time or on such other date as is mutually agreed to in
writing by SPC and SSCC.

     Section 3.2 Closing Deliveries. At the Closing on the Closing Date:
                 ------------------

     (a)  SPC shall deliver to SSCC the following:

          (i)   certificates representing all of the SPC Common Shares, which
  certificates shall be either (A) duly endorsed or (B) accompanied by stock
  powers duly executed with signatures guaranteed;

          (ii)  the Cash Payment;

          (iii) certified copies of minutes or unanimous written consents of the
  Board of Directors and sole stockholder of SPC approving the execution,
  delivery and


                                      -6-

<PAGE>

  performance of this Agreement and the consummation of the transactions
  contemplated under this Agreement; and

          (iv)  such other documents to be delivered by SPC hereunder or as SSCC
  or its counsel may reasonably request to carry out the purposes of this
  Agreement.

     (b)  SSCC shall deliver to SPC the following:

          (i)   certificates representing the New Common Shares issued to SPC or
  its designee;

          (ii)  certified copy of minutes or unanimous written consent of the
  Board of Directors of SSCC approving the execution, delivery and performance
  of this Agreement and the consummation of the transactions contemplated under
  this Agreement; and

          (iii) such other documents to be delivered by SSCC hereunder or as SPC
  or its counsel may reasonably request to carry out the purposes of this
  Agreement.

     Section 3.3 Post Closing Matters. (a) SPC and SSCC shall, on request, on
                 --------------------
and after the Closing Date, cooperate with one another by furnishing any
additional information, executing and delivering any additional documents and/or
instruments and doing any and all such other things as may be reasonably
required by the parties or their counsel to consummate or otherwise implement
the transactions contemplated by this Agreement.

     (b)  Promptly following the transactions contemplated by Sections 2.1 and
2.2 hereof, SPC shall convert pursuant to Section 266 of the DGCL and Section
214 of Delaware LLC Law into a Delaware limited liability company or otherwise
liquidate for federal income tax purposes.


                                      -7-

<PAGE>

                                   ARTICLE IV

                      WARRANTIES AND REPRESENTATIONS OF SPC
                      -------------------------------------

     As an inducement to SSCC to enter into and perform its obligations under
this Agreement, SPC warrants and represents to and covenants with SSCC (which
warranties and representations shall survive the Closing) as follows:

     Section 4.1 Due Incorporation. SPC is a corporation duly organized, validly
                 -----------------
existing and in good standing under the laws of its jurisdiction of
incorporation, and has the corporate power and lawful authority to own its
properties and to transact its business as now conducted.

     Section 4.2 Binding Agreement. This Agreement is binding upon, and
                 -----------------
enforceable against, SPC in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws affecting
creditors rights generally and by general principles of equity (whether in a
proceeding at law or in equity).

     Section 4.3 Authority. SPC has taken all requisite corporate action to
                 ---------
approve this Agreement and the consummation of the transactions contemplated
hereby.

     Section 4.4 Investment Representation. SPC confirms that it is acquiring
                 -------------------------
the New Common Shares being delivered pursuant to Section 2.2 of this Agreement
for investment for its own account and not with a view to the sale or
distribution of any part thereof (except as contemplated by Section 3.3).

     Section 4.5 No Conflicts. Neither the execution and delivery of this
                 ------------
Agreement nor the consummation of the transactions contemplated hereby, nor
compliance by SPC with any of the provisions hereof, will:


                                      -8-

<PAGE>

     (a)  violate, or conflict with, or result in a breach of any provisions of,
or constitute a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in the creation of any lien
upon any of the properties or assets of SPC, under any of the terms, conditions
or provisions of the Certificate of Incorporation or Bylaws of SPC, or any note,
bond, mortgage, indenture, deed of trust, or other material agreement, lease, or
instrument to which SPC is a party, or by which SPC or its properties or assets
may be bound or affected;

     (b)  require the consent or approval of, or the making of any filing with,
any third Person or Governmental Authority; or

     (c)  violate any law or Order applicable to SPC or any of the properties or
assets of SPC.

     Section 4.6 Good Title. SPC is the record and beneficial owner of the SPC
                 ----------
Common Shares and has good and marketable title to the SPC Common Shares free
and clear of any pledges, liens, security interests, encumbrances or other
charges or rights of others of any kind or nature.

                                    ARTICLE V

                     WARRANTIES AND REPRESENTATIONS OF SSCC
                     --------------------------------------

     As an inducement to SPC to enter into and perform their obligations under
this Agreement, SSCC warrants and represents to and covenants with SPC (which
warranties and representations shall survive the Closing) as follows:

     Section 5.1 Due Incorporation. SSCC is a corporation duly organized,
                 -----------------
validly existing and in good standing under the laws of its jurisdiction of
incorporation, and has the


                                      -9-

<PAGE>

corporate power and lawful authority to own its properties and to transact its
business as now conducted.

     Section 5.2 Binding Agreement. This Agreement is binding upon, and
                 -----------------
enforceable against, SSCC in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws affecting
creditors rights generally and by general principles of equity (whether in a
proceeding at law or in equity).

     Section 5.3 Authority. Except for approval by its full board of directors,
                 ---------
SSCC has taken all requisite corporate action to approve this Agreement and the
consummation of the transactions contemplated hereby.

     Section 5.4 No Conflicts. Neither the execution and delivery of this
                 ------------
Agreement nor the consummation of the transactions contemplated hereby, nor
compliance by SSCC with any of the provisions hereof, will:

     (a)  violate, or conflict with, or result in a breach of any provisions of,
or constitute a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in the creation of any lien
upon any of the properties or assets of SSCC, under any of the terms, conditions
or provisions of the Certificate of Incorporation or Bylaws of SSCC, or any
note, bond, mortgage, indenture, deed of trust, or other material agreement,
lease, or instrument to which SSCC is a party, or by which SSCC or its
properties or assets may be bound or affected;

     (b)  except for NASDAQ, require the consent or approval of, or the making
of any filing with, any third Person or Governmental Authority; or

     (c) violate any law or Order applicable to SSCC or any of the properties or
assets of SSCC.


                                      -10-

<PAGE>

Section 5.5 Newly Issued Common Shares. The New Common Shares, when issued, sold
            --------------------------
and delivered in accordance with Section 2.2 of this Agreement, will be duly and
validly issued, fully paid and non-assessable.

                                   ARTICLE VI

                     CONDITIONS TO CLOSING APPLICABLE TO SPC
                     ---------------------------------------

     The obligations of SPC hereunder (including the obligation of SPC to close
the transactions herein contemplated) are subject to the satisfaction (or
waiver) of the following conditions precedent:

     Section 6.1 No Termination. Neither SPC nor SSCC shall have terminated this
                 --------------
Agreement pursuant to Section 8.1 hereof.

     Section 6.2 Bring Down Certificate. All warranties and representations made
                 ----------------------
by SSCC herein to SPC shall be true and correct in all material respects on and
as of the Closing Date with the same effect as if such warranties and
representations had been made on and as of the Closing Date, and SSCC shall have
performed and complied with all agreements, covenants and conditions on its part
required to be performed or complied with on or prior to the Closing Date, and
at the Closing, SPC shall have received a certificate executed by the Chief
Executive Officer, President or any Vice President of SSCC to the foregoing
effect.

     Section 6.3 No Actions. No law shall have been enacted or promulgated, and
                 ----------
no investigation, action, suit or proceeding by any Governmental Authority, and
no action, suit or proceeding by any other Person, shall be pending on the
Closing Date, which challenges or might result in a challenge to this Agreement
or any transaction contemplated hereby, or which claims, or might give rise to a
claim for, damages in a material amount as a result of the consummation of the
transactions contemplated hereby.


                                      -11-

<PAGE>

     Section 6.4 Necessary Proceedings. All proceedings to be taken in
                 ---------------------
connection with the consummation of the transactions contemplated by this
Agreement, and all documents incident thereto, shall be reasonably satisfactory
in form and substance to SPC and its counsel, and SPC and its counsel shall have
received copies of such documents as it and its counsel may reasonably request
in connection with said transactions, including those to be delivered pursuant
to Section 3.2(b) of this Agreement.

     Section 6.5 NASDAQ Approval. The New Common Shares issuable by SSCC
                 ---------------
pursuant to Section 2.2 hereof shall have been listed or approved for listing
upon notice of issuance by NASDAQ.

     Section 6.6 Tax Opinion. SPC shall have received an opinion in a form and
                 -----------
substance reasonably satisfactory to SPC from Ernst & Young LLP (or any other
nationally recognized law firm or accounting firm acceptable to SPC) ("Tax
Advisor") dated the Closing Date to the effect that the transactions
contemplated by this Agreement should qualify as a reorganization pursuant to
Section 368(a) of the Code. The issuance of such opinion shall be conditioned on
the receipt by such Tax Advisor of representation letters from each of SPC and
SSCC. The specific provisions of each representation letter shall be in a form
and substance reasonably satisfactory to such Tax Advisor, and each
representation letter shall be dated on or before the date of such opinion and
shall not have been withdrawn or modified in any material respect.

     Section 6.7 Noteholder Consents. SPC shall have received consents of the
                 -------------------
Required Holders, as defined in the Note and Guarantee Agreement, dated as of
September 24, 1993, among Jefferson Smurfit Group, plc, Smurfit International
B.V., SPC and the noteholders named therein (the "Note Agreement"), to an
amendment to the Note Agreement permitting the


                                      -12-

<PAGE>

conversion of SPC into a Delaware limited liability company or other liquidation
of SPC for federal income tax purposes as contemplated hereby.

     Section 6.8 SSCC Board Approval. The full board of directors of SSCC shall
                 -------------------
have approved this Agreement and the consummation of the transactions
contemplated hereby. SPC shall have the right to waive any of the foregoing
conditions precedent.

                                  ARTICLE VII

                    CONDITIONS TO CLOSING APPLICABLE TO SSCC
                    ----------------------------------------

     The obligations of SSCC hereunder (including the obligation of SSCC to
close the transactions herein contemplated) are subject to the satisfaction (or
waiver) of the following conditions precedent:

     Section 7.1 No Termination. Neither SSCC nor SPC shall have terminated this
                 --------------
Agreement pursuant to Section 8.1 hereof.

     Section 7.2 Bring Down Certificate. All warranties and representations made
                 ----------------------
by SPC herein to SSCC shall be true and correct in all material respects on and
as of the Closing Date with the same effect as if such warranties and
representations had been made on and as of the Closing Date, and SPC shall have
performed and complied with all agreements, covenants and conditions on its part
required to be performed or complied with on or prior to the Closing Date, and
at the Closing, SSCC shall have received a certificate executed by the President
or any Vice President of SPC to the foregoing effect.

     Section 7.3 No Actions. No law shall have been enacted or promulgated, and
                 ----------
no investigation, action, suit or proceeding by any Governmental Authority, and
no action, suit or proceeding by any other Person, shall be pending on the
Closing Date, which challenges or might result in a challenge to this Agreement
or any transaction contemplated hereby, or which claims, or


                                      -13-

<PAGE>

might give rise to a claim for, damages in a material amount as a result of the
consummation of the transactions contemplated hereby.

     Section 7.4 Necessary Proceedings. All proceedings to be taken in
                 ---------------------
connection with the consummation of the transactions contemplated by this
Agreement, and all documents incident thereto, shall be reasonably satisfactory
in form and substance to SSCC and its counsel, and SSCC and its counsel shall
have received copies of such documents as it and its counsel may reasonably
request in connection with said transactions, including those to be delivered
pursuant to Section 3.2(a) of this Agreement.

     Section 7.5 NASDAQ Approval. The New Common Shares issuable by SSCC
                 ---------------
pursuant to Section 2.2 hereof shall have been listed or approved for listing
upon notice of issuance by NASDAQ.

     Section 7.6 SSCC Board Approval. The full board of directors of SSCC shall
                 -------------------
have approved this Agreement and the consummation of the transactions
contemplated hereby.

     SSCC shall have the right to waive any of the foregoing conditions
precedent.

                                  ARTICLE VIII

                                   TERMINATION
                                   ------------

     Section 8.1 Termination. This Agreement may be terminated at any time prior
                 -----------
to the Closing as follows, and in no other manner:

     (a) by mutual written consent of SPC and SSCC;

     (b) by SPC or SSCC, if at or before the Closing any of the conditions set
forth herein for the benefit of SPC or SSCC, respectively, shall have become
incapable of satisfaction; or

     (c) by SPC or SSCC, if the Closing shall not have occurred on or before
April 18, 2002, or such later date as may have been agreed upon in writing by
the parties hereto.


                                      -14-

<PAGE>

     Any termination pursuant to this Article VIII shall not limit or restrict
the rights or other remedies of any party hereto.

                                   ARTICLE IX

                                  MISCELLANEOUS
                                  -------------

     Section 9.1 Notices. All notices, requests, demands and other
                 -------
communications hereunder shall be in writing and shall be delivered by hand or
mailed by certified mail, return receipt requested, or sent by Federal Express
or similar overnight delivery service with receipt acknowledged or by facsimile
or e-mail addressed as follows:

     (a)  If to SSCC:

          Smurfit-Stone Container Corporation
          150 N. Michigan Avenue
          Chicago, IL  60601
          Fax No.  (312) 580-4625
          Attn:  Craig A. Hunt, Esq.
          E-mail:  chunt@smurfit.com

          and to:

          Winston & Strawn
          35 W. Wacker Drive
          Chicago, IL  60601
          Fax No.  (312) 558-5700
          Attn:  Joseph A. Walsh, Jr., Esq.
          E-mail:  jwalsh@winston.com

     (b)  If to SPC:

          Smurfit Packaging Corporation
          Beech Hill, Clonskeagh
          Dublin 4, Ireland
          Fax No.  (011) 353-1-283-7113
          Attn:  Michael O'Riordan
          E-mail:  moriordan@smurfitgroup.ie


                                      -15-

<PAGE>

          and to:

          Wachtell, Lipton, Rosen & Katz
          51 W. 52nd Street
          New York, NY  10019
          Fax No.  (212) 403-2221
          Attn:  Steven A. Rosenblum, Esq.
          E-mail:  sarosenblum@wlrk.com

     If delivered personally, the date on which a notice, request, instruction
or document is delivered shall be the date on which such delivery is made and,
if delivered by overnight delivery service, the date on which such notice,
request, instruction or document is received shall be the date of delivery. In
the event any such notice, request, instruction or document is mailed by
certified mail, then such notice, request, instruction or document shall be
deemed to have been delivered or received on the fifth day following deposit of
such notice, request, instruction or document in the United States mails. If
sent by facsimile or e-mail, the date on which a notice request instruction or
document is received shall be the date on which such delivery is made.

     Any party hereto may change its address specified for notices herein by
designating a new address by notice in accordance with this Section 9.1.

     Section 9.2 Brokers. SPC represents and warrants to SSCC that no broker or
                 -------
finder has acted for it or any entity controlling, controlled by or under common
control with it in connection with this Agreement. SSCC represents and warrants
to SPC that no broker or finder has acted for it or any entity controlling,
controlled by or under common control with it in connection with this Agreement.

     Section 9.3 Further Assurances. Each party covenants that at any time, and
                 ------------------
from time to time, after the Closing Date, it will execute such additional
instruments and take such actions as may be reasonably requested by the other
parties to confirm or perfect or otherwise carry out the intent and purposes of
this Agreement.


                                      -16-

<PAGE>

     Section 9.4 Waiver and Amendment. Any failure on the part of any party
                 --------------------
hereto to comply with any of its obligations, agreements or conditions hereunder
may be waived by any other party to whom such compliance is owed. No waiver of
any provision of this Agreement shall be deemed, or shall constitute, a waiver
of any other provision, whether or not similar, nor shall any waiver constitute
a continuing waiver. No amendment of any provision of this Agreement shall be
valid unless the same shall be in writing and signed by the parties hereto.
Neither this Agreement nor any provision hereof may be changed, waived, or
discharged orally. Rather, this Agreement may only be changed, waived, or
discharged by an agreement in writing signed by the party against whom or which
the enforcement of such change, waiver, or discharge is sought.

     Section 9.5 Expenses. Subject to the next sentence, all expenses incurred
                 --------
by the parties hereto in connection with or related to the authorization,
preparation and execution of this Agreement and the Closing, including all fees
and expenses of agents, representatives, counsel and accountants employed by any
such party, shall be borne solely and entirely by SPC. SPC shall reimburse SSCC
for all such expenses it incurs in connection with this Agreement and the
consummation of the transactions contemplated hereby; provided, however, that
SSCC's reimbursable expenses shall not exceed $50,000.

     Section 9.6 Press Releases and Disclosure. In the event that either party
                 -----------------------------
proposes to issue, make or distribute any press release, public announcement or
other written publicity or disclosure prior to the Closing Date that refers to
the transactions contemplated herein, the party proposing to make such
disclosure shall provide a copy of such disclosure to the other party and shall
afford the other party reasonable opportunity (subject to any legal obligation
of prompt disclosure) to comment on such disclosure or the portion thereof that
refers to the transactions contemplated herein prior to making such disclosure.


                                      -17-

<PAGE>

     Section 9.7 Binding Effect. This Agreement shall be binding upon and inure
                 --------------
to the benefit of the parties hereto and their respective successors and
assigns.

     Section 9.8 Headings. The Article, section and other headings in this
                 --------
Agreement are inserted solely as a matter of convenience and for reference, and
are not a part of this Agreement.

     Section 9.9 Entire Agreement. This Agreement and all agreements referenced
                 ----------------
specifically in this Agreement and executed as required by this Agreement
constitute the entire agreement among the parties hereto and supersede and
cancel any prior agreements, representations, warranties, or communications,
whether oral or written, among the parties hereto relating to the transactions
contemplated hereby or the subject matter herein.

     Section 9.10 Governing Law. Except to the extent the transactions
                  -------------
contemplated hereby are governed by the DGCL or Delaware LLC Law, this Agreement
shall be governed by and construed in accordance with the laws of the State of
New York, excluding the "conflict of laws" rules of that state.

     Section 9.11 Counterparts. This Agreement may be executed in one or more
                  ------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     Section 9.12 No Agreement Until Executed. This Agreement shall not
                  ---------------------------
constitute or be deemed to evidence a contract or agreement among the parties
hereto unless and until executed by all parties hereto, irrespective of
negotiations among the parties or the exchanging of drafts of this Agreement.

     Section 9.13 Pronouns. All pronouns used herein shall be deemed to refer to
                  --------
the masculine, feminine or neuter gender as the context requires.


                                      -18-

<PAGE>

     Section 9.14 Time of Essence. Time is of the essence in this Agreement.
                  ---------------

     Section 9.15 Assignment. No party hereto may assign either this Agreement
                  ----------
or any of its rights, interests, or obligations hereunder without the prior
written approval of the other party hereto.

     Section 9.16 Severability. If one or more of the provisions of this
                  ------------
Agreement are held to be unenforceable under applicable law and the deletion or
modification of such provision(s) do not alter materially the fundamental
expectations of a party hereto, such provisions shall be excluded from this
Agreement and the balance of the Agreement shall be interpreted in a manner that
comes closest to expressing the intention of the invalid or unenforceable term
or provision, and this Agreement shall be enforceable as so modified.

     Section 9.17 No Third-Party Beneficiaries. This Agreement shall not confer
                  ----------------------------
any rights or remedies upon any person other than the parties and their
respective successors and permitted assigns.

     Section 9.18 U.S. Dollars. All amounts expressed in this Agreement and all
                  ------------
payments required by this Agreement are in United States dollars.

     Section 9.19 SSCC Board Meeting. SSCC covenants that it shall present this
                  ------------------
Agreement and the consummation of the transactions contemplated hereby for
approval at the February 22, 2002 meeting of the full board of directors of
SSCC.


                                      -19-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written. SMURFIT PACKAGING CORPORATION


                                 By:  /s/ Peter Cosgrove
                                      ------------------------------------------
                                 Name:  Peter Cosgrove
                                        ----------------------------------------
                                 Title: Chief Executive Officer
                                        ---------------------------------------


                                 SMURFIT-STONE CONTAINER
                                 CORPORATION


                                 By:  /s/ Craig A. Hunt
                                      ------------------------------------------
                                 Name:  Craig A. Hunt
                                        ----------------------------------------
                                 Title: Vice President & Secretary
                                        ---------------------------------------


                                      -20-