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1998 Annual Report

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          ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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     A Special Meeting of Stockholders was held on November 17, 1998 to approve
the merger of Jefferson Smurfit Corporation and Stone Container Corporation. At
the meeting, the Stone stockholders voted (i) to approve and adopt the merger
agreement and (ii) to approve the amendments to the Stone restated certificate
of incorporation as contemplated by the merger, and the JSC stockholders voted
(i) to approve the issuance of JSC common stock in the merger and (ii) to
approve the SSCC 1998 Long Term Incentive Plan. Voting on each matter was as
follows:
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                                                   Votes           Votes        Withheld/
                                                    For           Against      Abstentions
                                                ------------    -----------   -------------
Stone stockholders
  Approve and adopt the merger agreement         89,385,100        168,636        313,307
  Approve the amendments to Stone's
  restated certificate of incorporation          80,883,896      5,735,256      3,247,891
JSC stockholders
  Approve the issuance of JSC common
  stock and adopt the merger agreement          105,431,886        459,955         51,714
  Approve the SSCC 1998 Long Term
  Incentive Plan                                105,266,643        537,746        139,166
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