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Stone Container Stockholders Approve
Series E Preferred Stock Transaction

Transaction Scheduled to Close November 15, 2000

CHICAGO, October 26, 2000 -- Smurfit-Stone Container Corporation (Nasdaq: SSCC) announced today that the stockholders of Stone Container Corporation approved a proposed merger transaction at a special meeting of the company's stockholders. Pursuant to the terms of the merger transaction, each share of Stone Container's $1.75 Series E Cumulative Convertible Exchangeable Preferred Stock, issued and outstanding immediately prior to the effective time, will be canceled and converted into the right to receive one share of Smurfit-Stone's 7% Series A Cumulative Exchangeable Redeemable Convertible Preferred Stock, and $6.4425 in cash. The transaction is expected to occur on November 15, 2000.

The cash payment represents the amount of accrued and unpaid dividends payable on each share of Series E Preferred Stock as of the effective time of the merger transaction, less an amount intended to cover certain transaction related expenses of $0.12 per share. After the merger transaction is completed, Series E Preferred stockholders will be sent written instructions for exchanging their share certificates. When the merger transaction becomes effective, Series A Preferred Stock will commence trading on a when-issued basis on the Nasdaq National Market under the symbol "SSCCP."


Smurfit-Stone Container Corporation is the premier manufacturer of paper- and paperboard-based packaging. Smurfit-Stone holds industry-leading positions in the production of containerboard (including white-top linerboard and recycled medium), corrugated containers, industrial bags, and clay-coated recycled boxboard; and is the world's largest paper recycler. In addition, Smurfit-Stone is a leading producer of folding cartons, solid bleached sulfate, paper tubes and cores, and labels. The company operates more than 300 facilities worldwide and employs approximately 40,000 people.