Exhibit 2.1

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

MODIFIED JOINT PLAN OF REORGANIZATION FOR SMURFIT-STONE

CONTAINER CORPORATION AND ITS DEBTOR SUBSIDIARIES AND

PLAN OF COMPROMISE AND ARRANGEMENT FOR SMURFIT-STONE

CONTAINER CANADA INC. AND AFFILIATED CANADIAN DEBTORS

Counsel for the Debtors and Debtors in Possession

Dated: May 26, 2010

TABLE OF CONTENTS

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EXHIBITS

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INTRODUCTION

Smurfit-Stone Container Corporation (“SSCC”) and its affiliated Debtors in the above-referenced Chapter 11 Cases, and the Canadian Debtors in their capacities as debtors in or parties to the CCAA Proceedings, hereby propose the following Plan for the resolution of outstanding Claims against and Interests in each of the Debtors.  This Plan, including Article IV  and the incorporated definitions and other related provisions, serves as the plan of compromise and arrangement (the “CCAA Plan”) to be proposed in the CCAA Proceedings to each Class of Affected Claims against the Canadian Debtors.  Capitalized terms not defined in this Plan shall have the meanings assigned to such terms in Article I hereof.

The Plan provides for a coordinated restructuring and compromise of all Claims against and Interests in the Debtors, including the Canadian Debtors, in both the Chapter 11 Cases and the CCAA Proceedings.  The classification and treatment of Claims against and Interests in the Debtors for purposes of the Chapter 11 Cases is set forth in Article II and Article III of this Plan.  The classification and treatment of Affected Claims against the Canadian Debtors for purposes of the CCAA proceedings is set forth in Article IV of this Plan.  Under this Plan, the treatment of Claims against the Canadian Debtors in the Chapter 11 Cases is intended to be consistent with the treatment of Affected Claims against the Canadian Debtors in the CCAA Proceedings, with the Holders of Claims or Affected Claims against any particular Canadian Debtor receiving a single recovery on account of such Claims in the Chapter 11 Cases and the CCAA Proceedings.  If the CCAA Plan is not accepted by any Class of Affected Claims, the Holders of such Claims shall not be Affected Creditors under the CCAA Plan and shall not be entitled to receive any distributions thereunder; provided, however, that the Debtors reserve the right to seek confirmation of this Plan in the Chapter 11 Cases pursuant to Section 1129(b) of the Bankruptcy Code with respect to any Class of Claims (including any Class of Affected Claims against the Canadian Debtors) that has failed to accept the Plan, in which case the Holders of such Claims shall receive the treatment set forth in Article III and shall be subject to all applicable provisions of this Plan for purposes of the Chapter 11 Cases.  The effectiveness of the Plan in the Chapter 11 Cases is conditioned upon the effectiveness and implementation of the CCAA Plan in the CCAA Proceedings, and vice versa, unless otherwise determined by the Debtors.  The Debtors will seek the entry of the Confirmation Order by the Bankruptcy Court and the entry of one or more CCAA Sanction Order(s) by the Canadian Bankruptcy Court.  Unless otherwise noted herein and subject to the terms of Article IV hereof, all provisions of this Plan shall be equally applicable to both the Chapter 11 Cases and the CCAA Proceedings.

The Plan constitutes a separate plan of reorganization for each Debtor in the Chapter 11 Cases and the CCAA Plan constitutes a separate plan of compromise and arrangement for each Canadian Debtor in the CCAA Proceedings.  The Debtors reserve the right to withdraw the Plan or the CCAA Plan with respect to one or more Debtors or Canadian Debtors, as applicable, while seeking confirmation or approval of the Plan or the CCAA Plan with respect to all other Debtors or Canadian Debtors, as applicable.

The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered.  The Debtors are the proponents of the Plan within the meaning of Section 1129 of the Bankruptcy Code.  Reference is made to the Disclosure Statement, distributed by the Debtors in connection with the solicitation of votes to accept this Plan, for a discussion of the Debtors’ history, business, properties and operations, projections for those

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operations, risk factors, a summary and analysis of the Plan, and certain related matters including, among other things, the securities to be issued under the Plan.  Subject to certain restrictions and requirements set forth herein, in Section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, and any applicable provisions of the CCAA, the Debtors reserve the right to alter, amend, modify, supplement, revoke or withdraw the Plan prior to its substantial consummation in accordance with the terms of this Plan, the Confirmation Order, the CCAA Sanction Order(s), the Bankruptcy Code, and the CCAA.

ARTICLE I: DEFINITIONS; RULES OF INTERPRETATION; EXHIBITS

1.1                                 Definitions.

For purposes of the Plan, capitalized terms not otherwise defined herein shall have the meanings set forth below.  Any capitalized term not otherwise defined herein that is used in the Bankruptcy Code shall have the meaning given to that term in the Bankruptcy Code.

1.1.1              7.375% Notes Due 2014 means the 7.375% senior unsecured notes due on July 15, 2014, issued by Stone FinCo II in the aggregate principal amount of $200,000,000 pursuant to an indenture dated as of July 20, 2004, by and among Stone FinCo II as the issuer, SSCE (as a successor in interest to Stone Container Corporation) as a guarantor, and Manufacturers and Traders Trust Company (as a successor in interest to BNY Midwest Trust Company) as the indenture trustee.

1.1.2              7.50% Notes Due 2013 means the 7.50% senior unsecured notes due on June 1, 2013, issued by SSCE in the aggregate principal amount of $300,000,000 pursuant to an indenture dated as of May 23, 2003, by and among SSCE (as a successor in interest to Jefferson Smurfit Corporation) as the issuer and Wilmington Trust Company (as a successor in interest to The Bank of New York) as the indenture trustee.

1.1.3              8.00% Notes Due 2017 means the 8.00% senior unsecured notes due on March 15, 2017, issued by SSCE in the aggregate principal amount of $675,000,000 pursuant to an indenture dated as of March 26, 2007, by and among SSCE as the issuer and Wilmington Trust Company (as a successor in interest to The Bank of New York Trust Company, N.A.) as the indenture trustee.

1.1.4              8.25% Notes Due 2012 means the 8.25% senior unsecured notes due on October 1, 2012, issued by SSCE in the aggregate principal amount of $700,000,000 pursuant to an indenture dated as of September 26, 2002, by and among SSCE (as a successor in interest to Jefferson Smurfit Corporation) as the issuer and Wilmington Trust Company (as a successor in interest to The Bank of New York) as the indenture trustee.

1.1.5              8.375% Notes Due 2012 means the 8.375% senior unsecured notes due on July 1, 2012, issued in the aggregate principal amount of $400,000,000 pursuant to an indenture dated as of June 26, 2002, by and among SSCE (as a successor in interest to Stone Container Corporation) as the issuer and Wilmington Trust Company (as a successor in interest to The Bank of New York) as the indenture trustee.

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1.1.6              Ad Hoc Group Fee Cap means $7,500,000 in the aggregate.

1.1.7              Ad Hoc Group of Common Holders means the unofficial group of Holders of SSCC Common Interests represented by Kasowitz, Benson, Torres & Friedman LLP, which group consists of:  Fir Tree, Inc. and P. Schoenfeld Asset Management LP.

1.1.8              Ad Hoc Group of Preferred Holders means the unofficial group of Holders of SSCC Preferred Interests represented by Willkie Farr & Gallagher LLP, which group consists of:  Mariner Investment Group LLC and Senator Investment Group LP.

1.1.9              Ad Hoc Group of Preferred Holders Reimbursement Claim means the amount paid to the Ad Hoc Group of Preferred Holders pursuant to Section 12.11.2 of this Plan.

1.1.10            Administration Charge has the meaning assigned to such term in the CCAA Initial Order.

1.1.11            Administrative Expense Claim means a Claim for costs and expenses of administration of the Chapter 11 Cases arising on or after the Petition Date and prior to the Effective Date under Sections 328, 330, 363, 364(c)(1), 365, 503(b), or 507(a)(2) of the Bankruptcy Code, including, without limitation, (a) any actual and necessary costs and expenses of preserving the Estates and operating the businesses of the Debtors arising from and after the Petition Date (such as wages, salaries and commissions for services to the Debtors and payments for inventory and leased equipment and premises) and Claims of governmental units for taxes (including tax audits) related to tax years commencing after the Petition Date, but excluding Claims related to tax periods, or portions thereof, ending on or before the Petition Date; (b) all compensation for actual and necessary legal, financial, advisory, accounting and other services provided by the Professionals and the reimbursement of actual and necessary expenses incurred by the Professionals pursuant to Sections 328 or 330 of the Bankruptcy Code; (c) any payment to be made pursuant to the Plan or otherwise to cure a default under an executory contract or unexpired lease that has been or will be assumed by the Debtors; (d) any fees and charges assessed against the Estates under Section 1930, Chapter 123, of Title 28 of the United States Code; (e) the actual and necessary fees and expenses incurred by the Claims and Noticing Agent; (f) the actual and necessary fees and expenses incurred by the CCAA Monitor and its counsel (provided, however, that no approval of the Bankruptcy Court shall be required for the payment of such fees and expenses); (g) Claims arising under Section 503(b)(9) of the Bankruptcy Code for the value of goods received by the Debtors (including the Canadian Debtors) during the twenty (20) day period immediately preceding the Petition Date and sold to the Debtors in the ordinary course of the Debtors’ business operations; and (h) all Intercompany Claims arising from and after the Petition Date but prior to the Effective Date.

1.1.12            Affected Claims means, for purposes of the CCAA Plan, the Affected Secured Claims and the Affected Unsecured Claims.

1.1.13            Affected Creditor means, for purposes of the CCAA Plan, any Person or Entity that is a Holder of an Affected Claim and may, if the context requires, mean an assignee of an Affected Claim or a trustee, interim receiver, receiver manager, or other Person acting on behalf of such Person, if such assignee or other Person has been recognized by the CCAA Monitor, the Canadian Debtors, or the applicable Disbursing Agent, as the case may be.

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1.1.14            Affected Secured Claims means, for purposes of the CCAA Plan, the Prepetition Canadian Lender Claims against each of SSC Canada, Smurfit-MBI, MBI Limited, Francobec Company, and 3083527 Nova Scotia.

1.1.15            Affected Secured Creditor means, for purposes of the CCAA Plan, any Holder of an Affected Secured Claim.

1.1.16            Affected Unsecured Claims means, for purposes of the CCAA Plan, the General Unsecured Claims against each of SSC Canada, Smurfit-MBI or MBI Limited, in its capacity as the general partner of Smurfit-MBI.

1.1.17            Affected Unsecured Creditor means, for purposes of the CCAA Plan, any Holder of an Affected Unsecured Claim.

1.1.18            Affiliate has the meaning assigned to such term in Section 101(2) of the Bankruptcy Code and when used in this Plan with reference to any Debtor shall include, but not be limited to, each of the other Debtors.

1.1.19            Allowed means, with respect to a Claim or Interest in the Chapter 11 Cases, or any portion of such Claim or Interest in any Class or category specified herein, a Claim or Interest that either (a) is listed in the Schedules as neither disputed, contingent nor unliquidated and with respect to which no contrary or superseding Proof of Claim has been filed; (b) is evidenced by a Proof of Claim filed on or before the applicable Claims Bar Date and is not listed as disputed, contingent or unliquidated in the Schedules, and as to which no objection or request for estimation has been filed on or before any applicable deadline; (c) is not the subject of an objection to allowance that (i) was filed on or before the Claims Objection Deadline and (ii) has not been settled, waived, withdrawn or denied pursuant to a Final Order; (d) is expressly allowed (i) pursuant to a Final Order, (ii) pursuant to an agreement between the Holder of such Claim or Interest and the Debtors or the Reorganized Debtors, as applicable, or (iii) pursuant to the terms of this Plan; provided, however, that proofs of interest need not be filed with respect to any Interests, including, without limitation, any SSCC Interests, or (e) with respect to SSCC Interests, such Interests shall be deemed to be Allowed upon the surrender or deemed surrender of such Interests pursuant to Section 8.7.4 of the Plan.

1.1.20            Allowed Claim means a Claim in a particular Class or of a particular type that is also an Allowed Claim.  For example, an Allowed Administrative Expense Claim is an Administrative Expense Claim that is also an Allowed Claim.

1.1.21            Allowed Interest means an Interest in a particular Class or of a particular type that is also an Allowed Interest.  For example, an Allowed SSCC Preferred Interest is an SSCC Preferred Interest that is also an Allowed Interest.  All SSCC Preferred Interests and SSCC Common Interests shall be deemed Allowed as of the Effective Date.

1.1.22            Amended and Restated By-Laws means the amended and restated by-laws of Reorganized SSCC, in substantially the form of Exhibit 1 to this Plan.

1.1.23            Amended and Restated Certificate of Incorporation means the amended and restated certificate of incorporation of Reorganized SSCC, in substantially the form of Exhibit 2 to this Plan.

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1.1.24            Asset Purchase Agreement means that certain Asset Purchase Agreement, in substantially the form of Exhibit 6 to this Plan (as filed with the Plan Supplement), pursuant to which the Canadian Assets shall be transferred to Canadian Newco on the Effective Date in accordance with the terms of the CCAA Vesting Order, this Plan, the Confirmation Order, and the CCAA Sanction Order.

1.1.25            Assumption/Rejection Motion means a motion to be filed by the Debtors no later than fifteen (15) days prior to the Confirmation Hearing, seeking the Bankruptcy Court’s approval for the assumption or rejection by the Debtors of any executory contract or unexpired lease (a) to which any Debtor is a party and (b) which had not previously been assumed or rejected by the Debtors pursuant to a Final Order of the Bankruptcy Court.

1.1.26            Avoidance Actions means, collectively, (i) causes of action arising under Sections 542, 543, 544, 545, 546, 547, 548, 549, 550 or 553 of the Bankruptcy Code, or under similar or related state or federal statutes or common law, including fraudulent transfer laws, and (ii) causes of action arising under the BIA or under similar or related provincial laws, including fraudulent preference and reviewable transaction laws, in each case whether or not litigation to prosecute such causes of action was commenced prior to the Effective Date.

1.1.27            Ballot means the ballot form for accepting or rejecting this Plan, either (i) in the form approved by the Bankruptcy Court pursuant to the Voting Procedures Order and distributed with the Disclosure Statement to the Holders of Claims in the Chapter 11 Cases that are Impaired under the Plan and entitled to vote to accept or reject the Plan under Article III hereof or (ii) the Form of Proxy distributed to Affected Creditors in the CCAA Proceedings pursuant to the terms of the CCAA Creditors’ Meeting Order.

1.1.28            Bankruptcy Code means Title 11 of the United States Code, 11 U.S.C. §§ 101 through 1532, as in effect on the Petition Date, together with any amendments and modifications thereto that were subsequently made applicable to the Chapter 11 Cases.

1.1.29            Bankruptcy Court means the United States Bankruptcy Court for the District of Delaware or any other United States court with jurisdiction over the Chapter 11 Cases.

1.1.30            Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure promulgated under Section 2075 of title 28 of the United States Code and any local rules of the Bankruptcy Court, as in effect on the Petition Date, together with any amendments and modifications thereto that were subsequently made applicable to the Chapter 11 Cases.

1.1.31            Bar Date Order means the order entered by the Bankruptcy Court on or about June 22, 2009, establishing August 28, 2009 at 4 p.m. (prevailing Eastern Time) as the deadline (subject to certain exceptions set forth therein) for all Persons and Entities asserting Claims (including, without limitation, Administrative Expense Claims arising under Section 503(b)(9) of the Bankruptcy Code) against the Debtors in the Chapter 11 Cases to file their Proofs of Claim with respect to such Claims with either the Claims and Noticing Agent or the CCAA Monitor.

1.1.32            BIA means the Bankruptcy and Insolvency Act (Canada), R.S.C. 1985, c. B-3, as amended.

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1.1.33            Business Day means (i) with respect to the Chapter 11 Cases, any day other than a Saturday, a Sunday or a “legal holiday” (as such term is defined in Bankruptcy Rule 9006(a)) and (ii) with respect to the CCAA Proceedings, any day other than a Saturday, a Sunday, or a non-juridical day (as defined in Article 6 of the Code of Civil Procedure, R.S.Q., c. C-25, as amended) on which commercial banks are generally open for business in Canada.

1.1.34            Calpine Corrugated means Calpine Corrugated LLC, a 90%-owned subsidiary of SSCE and one of the Debtors in the Chapter 11 Cases.

1.1.35            Calpine Corrugated Credit Agreements means, collectively, the Union Bank Credit Agreement and the CIT Credit Agreement.

1.1.36            Cameo Container means Cameo Container Corporation, a wholly-owned subsidiary of SSCE and one of the Debtors in the Chapter 11 Cases.

1.1.37            Canadian Assets means those assets of SSC Canada, Smurfit-MBI, MBI Limited, B.C. Shipper Supplies Ltd., and Francobec Company that are identified as “Acquired Assets” in the Asset Purchase Agreement, including, without limitation, (i) the Interests in certain other Canadian Debtors that are held by SSC Canada or Smurfit-MBI either prior to the Effective Date or on the Effective Date in accordance with the terms of this Plan, (ii) the Interests in certain non-Debtor Affiliates of the Debtors that are held by SSC Canada or Smurfit-MBI on the Effective Date, and (iii) all Intercompany Claims held by SSC Canada, Smurfit-MBI, MBI Limited, B.C. Shipper Supplies Ltd.,  and Francobec Company.

1.1.38            Canadian Asset Sale means the sale of the Canadian Assets to Canadian Newco pursuant to the Asset Purchase Agreement, in accordance with the terms of the CCAA Vesting Order, this Plan, the Confirmation Order, and the CCAA Sanction Order, free and clear of all Liens, Claims, interests and encumbrances other than those liabilities that are expressly assumed by Canadian Newco pursuant to the terms of the Asset Purchase Agreement.

1.1.39            Canadian Bankruptcy Court means the Ontario Superior Court of Justice (Commercial List) or any Canadian court with appellate jurisdiction over the CCAA Proceedings.

1.1.40            Canadian Collective Bargaining Agreements means, collectively, all Collective Bargaining Agreements to which any Canadian Debtor is a party except for any Collective Bargaining Agreement in respect of former employees of any Canadian Debtor whose employment related primarily to (i) the Excluded Assets (as defined in the Asset Purchase Agreement, attached hereto as Exhibit 6) or (ii) any business of the Canadian Debtors that has ceased operations or been sold to a third party prior to the Effective Date (such excepted Collective Bargaining Agreements being referred to as the “Non-Transferred Canadian Collective Bargaining Agreements”).

1.1.41            Canadian Debtor(s) means, individually or collectively, SSC Canada, 3083527 Nova Scotia Company, MBI Limited/ Limitée, Smurfit-MBI, 639647 British Columbia Ltd., B.C. Shipper Supplies Ltd., Specialty Containers Inc., SLP Finance General Partnership, Francobec Company, and 605681 N.B. Inc.

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1.1.42            Canadian Employee Benefit Plans means any employment, compensation, pension, welfare, healthcare, bonus, incentive compensation, sick leave and other leave, vacation pay, expense reimbursement, dependent care, retirement, savings, deferred compensation, supplemental pension, retention, workers compensation, life insurance, disability, dependent care, dependent healthcare, education, severance or other compensation or benefit plan, agreement or arrangement for the benefit of the current or former directors, officers or employees (whether salaried or hourly, active or retired) of SSC Canada, Smurfit-MBI, or any other Canadian Debtor, but excluding (i) all Canadian Pension Plans and (ii) all Non-Qualified Employee Benefit Plans.

1.1.43            Canadian Holdco means, collectively, Canadian Holdco I and Canadian Holdco II.

1.1.44            Canadian Holdco I means a company formed under the laws of Nova Scotia and a wholly-owned subsidiary of SSCE, formed before the Effective Date for the purpose of holding a 99% limited partnership interest in Canadian Newco.

1.1.45            Canadian Holdco II means a company formed under the laws of Nova Scotia and a wholly-owned subsidiary of SSCE, formed before the Effective Date for the purpose of holding a 1% general partnership interest in Canadian Newco.

1.1.46            Canadian Holdco Articles of Association means the articles of association for each of Canadian Holdco I and Canadian Holdco II, in substantially the form of Exhibit 8 to the Plan.

1.1.47            Canadian Holdco Memorandum of Association means the memorandum of association for each of Canadian Holdco I and Canadian Holdco II, in substantially the form of Exhibit 9 to the Plan.

1.1.48            Canadian Newco means a partnership existing under the laws of Ontario and formed for the purpose of purchasing the Canadian Assets from SSC Canada, Smurfit-MBI, MBI Limited, B.C. Shipper Supplies Ltd., and Francobec Company pursuant to the Asset Purchase Agreement and the terms of this Plan.

1.1.49            Canadian Newco Partnership Agreement means the partnership agreement for Canadian Newco, in substantially the form of Exhibit 7 to this Plan (as filed with the Plan Supplement).

1.1.50            Canadian Pension Plans means, collectively, the following single-employer defined benefit plans: (i) the Retirement Plan for Unionized Employees of Smurfit-Stone Container Canada Inc. — La Tuque, Matane, Pointe-aux-Trembles and Burlington Divisions, (ii) the Pension Plan for Unionized Employees of Smurfit-MBI, (iii) the Pension Plan for Forest & Sawmill Employees of Smurfit-Stone Container Canada Inc., (iv) the Retirement Plan for Employees of Smurfit-Stone Container Canada Inc., (v) the Pension Plan for Non-Unionized Employees of Smurfit-MBI, (vi) the Pension Plan for Designated Executive Employees of Smurfit-MBI, and (vii) any other retirement or pension plan that is considered to be a qualified pension plan for purposes of the Income Tax Act (Canada) or any applicable

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pension benefits standards statute and/or regulation in Canada and that is established, maintained or contributed to by SSC Canada, Smurfit-MBI, or any other Canadian Debtor.

1.1.51            Cash-Out Auction has the meaning set forth in Section 6.16 of this Plan.

1.1.52            Cash-Out Distribution Pool means the difference between $50 million and the Total Convenience Claim Distribution.

1.1.53            Cash-Out Election means the election available to the Eligible Cash-Out Participants pursuant to Sections 3.3.5 and 6.16 of this Plan.  All Cash-Out Elections shall be final and irrevocable.

1.1.54            Cash-Out Payment has the meaning set forth in Section 6.16 of this Plan.

1.1.55            Cash-Out Percentage has the meaning set forth in Section 6.16 of this Plan.

1.1.56            Cash-Out Percentage Group has the meaning set forth in Section 6.16 of this Plan.

1.1.57            Causes of Action means, collectively, (i) any and all causes of action that could be asserted either by the Debtors or the Estates, including, without limitation, all Avoidance Actions, suits, accounts, promises, controversies, rights to legal remedies, rights to equitable remedies, and rights to payment and (ii) any and all Claims held by the Debtors, whether known, unknown, reduced to judgment, not reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured, and whether asserted or assertable, directly or derivatively, in law, equity or otherwise.

1.1.58            CCAA means the Companies’ Creditors Arrangement Act (Canada), R.S.C. 1985, c. C-36, as in effect on the Petition Date.

1.1.59            CCAA Bar Date Order means the order entered by the Canadian Bankruptcy Court on or about June 25, 2009, establishing August 28, 2009 at 4 p.m. (prevailing Eastern Time) as the deadline (subject to certain exceptions set forth therein) for all Persons and Entities asserting Claims against the Canadian Debtors in the CCAA Proceedings to file their Proofs of Claim with respect to such Claims with either the CCAA Monitor or the Claims and Noticing Agent.

1.1.60            CCAA Charges means, collectively, the Administration Charge, the Directors’ Charge, and the DIP Lenders’ Charge.

1.1.61            CCAA Claims Determination Order means the order of the Canadian Bankruptcy Court dated November 6, 2009, establishing, among other things, certain procedures for the classification, modification, allowance, disallowance or consensual resolution of Claims against the Canadian Debtors in the CCAA Proceedings.

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1.1.62            CCAA Creditors’ Meeting means, collectively, the meeting of the Affected Secured Creditors and the meeting of the Affected Unsecured Creditors, in each case convened pursuant to the CCAA Creditors’ Meeting Order for the purpose of, among other things, considering and, if deemed appropriate, passing the CCAA Resolution(s), and includes any adjournment, postponement or other rescheduling of such meeting.

1.1.63            CCAA Creditors’ Meeting Chair means the Person designated by the CCAA Monitor to preside as chairperson at the CCAA Creditors’ Meeting.

1.1.64            CCAA Creditors’ Meeting Date means the date fixed for the CCAA Creditors’ Meeting pursuant to the CCAA Creditors’ Meeting Order.

1.1.65            CCAA Creditors’ Meeting Order means an order to be entered by the Canadian Bankruptcy Court in the CCAA Proceedings, accepting this Plan for filing in the CCAA Proceedings, directing that a meeting of Affected Secured Creditors and Affected Unsecured Creditors be held for purposes of voting to accept or reject this Plan as it pertains to the Canadian Debtors, and setting the CCAA Creditors’ Meeting Date.

1.1.66            CCAA Initial Order means the Initial Order entered by the Canadian Bankruptcy Court on the Petition Date, as amended and restated, pursuant to which, among other things, the Canadian Bankruptcy Court provided certain relief under the CCAA to each of the Canadian Debtors and authorized each of the Canadian Debtors to enter into the DIP Facility Credit Agreement.

1.1.67            CCAA Monitor means Deloitte & Touche Inc. or any successor thereto appointed by the Canadian Bankruptcy Court as the monitor in the CCAA Proceedings.

1.1.68            CCAA Proceedings means the proceedings in respect of the Canadian Debtors that were commenced under the CCAA on the Petition Date and are currently pending before the Canadian Bankruptcy Court.

1.1.69            CCAA Released Parties has the meaning assigned to such term in Section 4.8.1 of this Plan.

1.1.70            CCAA Resolution(s) means, with respect to the CCAA Proceedings, one or more resolutions providing for the approval of the CCAA Plan by the Classes of Affected Creditors.

1.1.71            CCAA Sanction Order(s) means one or more orders of the Canadian Bankruptcy Court sanctioning the CCAA Plan.

1.1.72            CCAA Vesting Order means the order of the Canadian Bankruptcy Court approving and sanctioning the transfer of the Canadian Assets to Canadian Newco free and clear of all Liens, Claims, interests and encumbrances of any kind (except as otherwise set forth in such order or in this Plan).

1.1.73            Chapter 11 Cases means the voluntary cases under Chapter 11 of the Bankruptcy Code commenced by the Debtors in the Bankruptcy Court on the Petition Date.

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1.1.74            CIT Group means The CIT Group/Equipment Financing, Inc.

1.1.75            CIT Group Claims means all Claims against Calpine Corrugated that are held by CIT Group pursuant to the terms of the CIT Group Credit Agreement.

1.1.76            CIT Group Credit Agreement means that certain Amended and Restated Credit Agreement dated as of July 28, 2008, by and among Calpine Corrugated as borrower, SSCE as guarantor, and the CIT Group as administrative agent and sole lender, as amended, modified, or supplemented from time to time.

1.1.77            Claim means (i) with respect to the Chapter 11 Cases, a “claim” as such term is defined in Section 101(5) of the Bankruptcy Code and (ii) with respect to the CCAA Proceedings, any right or claim of any Person against one or more of the Canadian Debtors in connection with any indebtedness, liability or obligation of any kind whatsoever of one or more of the Canadian Debtors, whether reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, present, future, known or unknown, by guarantee, surety or otherwise, and whether or not such right is executory or anticipatory in nature, including, without limitation, any claim arising from or caused by the repudiation by a Canadian Debtor of any contract, lease or other agreement, whether written or oral, the commission of a tort (intentional or unintentional), any breach of duty (legal, statutory, equitable, fiduciary or otherwise), any right of ownership or title to property, employment, contract, a trust or deemed trust, howsoever created, any claim made or asserted against any one or more of the Canadian Debtors through any affiliate (as defined in the Nova Scotia Companies Act, R.S.N.S., 1989, c. 81, as amended), or any right or ability of any Person to advance a claim for contribution or indemnity or otherwise with respect to any grievance, matter, action, cause or chose in action, whether existing at present or commenced in the future, based in whole or in part on facts which existed on the Petition Date, together with any other claims of any kind that, if unsecured, would constitute a debt provable in bankruptcy within the meaning of the BIA and any Rejection Damages Claims or other rights or claims against one or more of the Canadian Debtors arising as a result of or in connection with the termination or restructuring by the Canadian Debtors of any contract, lease or other agreement after the Petition Date.

1.1.78            Claims and Noticing Agent means Epiq Services LLC, employed by the Debtors as the official claims, noticing, and balloting agent in the Chapter 11 Cases pursuant to an order of the Bankruptcy Court entered on or about January 27, 2009.

1.1.79            Claims Bar Date means, as applicable, either (i) August 28, 2009, the final date for all Persons or Entities asserting certain Claims against any of the Debtors or the Canadian Debtors to file Proofs of Claim on account of such Claims in accordance with the Bar Date Order or the CCAA Bar Date Order or (ii) such other date as the Bankruptcy Court or the Canadian Bankruptcy Court may fix with respect to any Claim.

1.1.80            Claims Objection Deadline means, solely with respect to the Chapter 11 Cases, the later of (a) ninety (90) days after the Confirmation Date or (b) thirty (30) days after the filing of any Claim, including any Claim for damages arising from the Debtors’ rejection of an executory contract or unexpired lease; provided, however, that the Claims Objection Deadline shall not apply to any Claim filed after the applicable Claims Bar Date.

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1.1.81            Class means (i) a category of substantially similar Claims or Interests that are designated in a single category of Claims or Interests for purposes of the Chapter 11 Cases in accordance with Section 1122 of the Bankruptcy Code, as described in Article III of this Plan, and (ii) a category of Affected Claims for purposes of the CCAA Proceedings in accordance with applicable provisions of the CCAA, as described in Article IV of this Plan.

1.1.82            Collective Bargaining Agreements means all collective bargaining agreements to which any of the Debtors (including, without limitation, any of the Canadian Debtors) is a party on the Confirmation Date.

1.1.83            Committee means the Committee of Unsecured Creditors appointed in the Chapter 11 Cases by the Office of the United States Trustee on or about February 5, 2009, pursuant to Section 1102 of the Bankruptcy Code, as reconstituted from time to time.

1.1.84            Competing Bid means any bid for the Canadian Assets that may be submitted by any Person or Entity other than Canadian Newco pursuant to Section 5.1.6 of this Plan; provided, however, that any bid for the Canadian Assets that does not comply with the requirements of Section 5.1.6 of this Plan shall not be deemed to constitute a Competing Bid.

1.1.85            Competing Bid Deadline shall have the meaning assigned to such term in Section 5.1.6 of this Plan.

1.1.86            Confirmation means, as applicable, the Bankruptcy Court’s entry of the Confirmation Order with respect to the Chapter 11 Cases and the Canadian Bankruptcy Court’s entry of a CCAA Sanction Order with respect to the CCAA Proceedings.

1.1.87            Confirmation Date means the later of (i) the date on which the Bankruptcy Court enters the Confirmation Order with respect to the Chapter 11 Cases and (ii) the date on which the Canadian Bankruptcy Court enters a CCAA Sanction Order with respect to the CCAA Proceedings.

1.1.88            Confirmation Hearing means, as applicable, the hearing held by the Bankruptcy Court pursuant to Section 1128 of the Bankruptcy Code to consider Confirmation of this Plan and the hearing held by the Canadian Bankruptcy Court to consider entry of the CCAA Sanction Order, as such hearings may be adjourned or continued from time to time.

1.1.89            Confirmation Order means the order of the Bankruptcy Court confirming the Plan pursuant to Section 1129 of the Bankruptcy Code.

1.1.90            Convenience Claim means a Claim against SSCE that would otherwise be classified as a General Unsecured Claim (other than a Prepetition Noteholder Claim, an Industrial Revenue Bond Claim, or a Hodge Industrial Revenue Bond Claim) against SSCE but either (i) is in an amount that is equal to or less than $10,000 or (ii) pursuant to a Ballot submitted on or before the Voting Deadline has been reduced to $10,000 by election of the Holder of such Claim; provided, however, that if any portion of any Claim held by such Holder has been transferred to a transferee, the Convenience Claim Election shall not be recognized with respect to such Claim unless such Holder and all transferees of the Claim make the Convenience Claim Election with respect to the Claim on their respective Ballots that are submitted prior to the Voting Deadline.

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1.1.91            Convenience Claim Election means the election available pursuant to Section 3.3.4 of this Plan to the Holder of any Claim against SSCE that (i) is in an amount greater than $10,000 and (ii) would otherwise be classified as a General Unsecured Claim (other than a Prepetition Noteholder Claim, an Industrial Revenue Bond Claim, or a Hodge Industrial Revenue Bond Claim) against SSCE.  All Convenience Claim Elections shall be final and irrevocable.

1.1.92            Creditor Representative means a representative selected by the Committee (in consultation with the Debtors) prior to the Effective Date, whose identity shall be disclosed in Exhibit 4 to this Plan (as filed with the Plan Supplement), to perform the duties set forth in Article XII of the Plan.

1.1.93            Creditor Representative Threshold Amount means $500,000.

1.1.94            Cross-Border Insolvency Protocol means the cross-border insolvency protocol that was approved by the Bankruptcy Court and the Canadian Bankruptcy Court on or about March 12, 2009, as amended, modified, or supplemented from time to time.

1.1.95            Debtor(s) means, individually or collectively, SSCC, SSCE, Calpine Corrugated, Cameo Container, Lot 24D Redevelopment Corporation, Atlanta & Saint Andrews Bay Railway Company, Stone International Services Corporation, Stone Global, Inc., Stone Connecticut Paperboard Properties, Inc., SSPRI, Smurfit Newsprint Corporation, SLP Finance I, LLC, SLP Finance II, LLC, SMBI Inc., SSC Canada, 3083527 Nova Scotia Company, MBI Limited/Limitée, Smurfit-MBI, 639647 British Columbia Ltd., B.C. Shipper Supplies Ltd., Specialty Containers Inc., SLP Finance General Partnership, Francobec Company, and 605681 N.B. Inc.

1.1.96            DIP Facility means the debtor-in-possession secured financing facility provided to the Debtors by the DIP Facility Agent and the DIP Facility Lenders pursuant to the DIP Facility Credit Agreement, as authorized by the Bankruptcy Court pursuant to the DIP Facility Order and the Canadian Bankruptcy Court pursuant to the CCAA Initial Order.

1.1.97            DIP Facility Agent means, collectively, J.P. Morgan Chase Bank, N.A. in its capacities as administrative agent and collateral agent under the DIP Credit Agreement and J.P. Morgan Chase Bank, N.A., Toronto Branch, in its capacities as Canadian administrative agent and Canadian collateral agent under the DIP Credit Agreement.

1.1.98            DIP Facility Claims means, collectively, all Claims against the Debtors that are held by the DIP Facility Agent and the DIP Facility Lenders pursuant to the terms of the DIP Facility Credit Agreement and the DIP Facility Order.

1.1.99            DIP Facility Credit Agreement means that certain Amended and Restated Credit Agreement dated as of February 25, 2009, by and among SSCE and SSC Canada as borrowers, SSCC and certain other Debtors as guarantors, the DIP Facility Agent, and the  DIP Facility Lenders, as amended, modified, or supplemented from time to time.

1.1.100          DIP Facility Lenders means, collectively, the lenders party from time to time to the DIP Facility Credit Agreement.

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1.1.101          DIP Facility Order means, collectively, (i) that certain Interim Order (I) Authorizing Debtors (A) to Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e) and (B) Utilize Cash Collateral Pursuant to 11 U.S.C. § 363, (II) Authorizing Use of Proceeds to Effectuate Payout of Securitization Facilities, (III) Granting Adequate Protection to Pre-Petition Secured Parties Pursuant to 11 U.S.C. §§ 361, 362, 363 and 364 and (IV) Scheduling Final Hearing Pursuant to Bankruptcy Rules 4001(b) and (c), entered by the Bankruptcy Court on or about January 27, 2009 [Docket No. 58] and (ii) that certain Final Order (I) Authorizing Debtors (A) to Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e) and (B) Utilize Cash Collateral Pursuant to 11 U.S.C. § 363 and (II) Granting Adequate Protection to Pre-Petition Secured Parties Pursuant to 11 U.S.C. §§ 361, 362, 363 and 364, entered by the Bankruptcy Court on or about February 23, 2009 [Docket No. 383].

1.1.102          DIP Lenders’ Charge has the meaning assigned to such term in the CCAA Initial Order.

1.1.103          Directors’ Charge has the meaning assigned to such term in the CCAA Initial Order.

1.1.104          Disallowed Claim means any Claim, including any portion thereof, that has been disallowed, denied, dismissed, or overruled pursuant to a Final Order of the Bankruptcy Court, the Canadian Bankruptcy Court, or any other court of competent jurisdiction.

1.1.105          Disbursing Agent means any Person or Entity in its capacity as a disbursing agent under Article VIII of this Plan, including, without limitation, the DIP Facility Agent, the Prepetition Agent, each Prepetition Notes Indenture Trustee, any Industrial Revenue Bond Indenture Trustee that agrees to serve as a disbursing agent, and any other Person or Entity charged with making distributions under the Plan to the Industrial Revenue Bondholders.

1.1.106          Discharge Injunction means the injunction described in Section 1141 of the Bankruptcy Code and contained in Section 10.1.2 of this Plan.

1.1.107          Disclosure Statement means the disclosure statement relating to the Plan, including, without limitation, all Exhibits and schedules thereto, as such disclosure statement may be amended, supplemented or otherwise modified from time to time, as approved by the Bankruptcy Court pursuant to Section 1125 of the Bankruptcy Code.

1.1.108          Disputed Claim means the portion of any Claim (i) that is neither an Allowed Claim nor a Disallowed Claim or (ii) for which a Proof of Claim has been timely filed or a written request for payment has been made, to the extent that any party in interest has interposed a timely objection to or request for estimation of such Claim, which objection or request for estimation has not been withdrawn or determined pursuant to a Final Order.  With respect to the CCAA Proceedings, the term “Disputed Claim” means an Affected Claim or any portion thereof that is subject to a Notice of Revision or Disallowance, or a Notice of Dispute, and that has not yet become either a Proven Claim or a Disallowed Claim.

1.1.109          Distribution Date means any of the Initial Distribution Date, any Quarterly Distribution Date, and the Final Distribution Date.

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1.1.110          Distribution Record Date means the Confirmation Date or such other applicable date as may be designated in the Confirmation Order or the CCAA Sanction Order.

1.1.111          DTC means The Depository Trust Company.

1.1.112          Effective Date means the first Business Day this Plan becomes effective and is implemented in accordance with Article IX hereof.

1.1.113          Eligible Cash-Out Participants means the Holders of Allowed General Unsecured Claims against SSCE that are not Prepetition Noteholder Claims, Industrial Revenue Bond Claims, or Hodge Industrial Revenue Bond Claims.

1.1.114          Employee Benefit Plans means any employment, compensation, pension, welfare, healthcare, bonus, incentive compensation, sick leave and other leave, vacation pay, expense reimbursement, dependent care, retirement, savings, deferred compensation, supplemental pension, retention, workers compensation, life insurance, disability, dependent care, dependent healthcare, education, severance or other compensation or benefit plan, agreement or arrangement for the benefit of the current or former directors, officers or employees (whether salaried or hourly, active or retired) of the applicable Debtor, including, without limitation, the Jefferson Smurfit Corporation (U.S.) Deferred Compensation Plan, but expressly excluding (i) any equity-based compensation awards granted by any of the Debtors prior to the Petition Date, (ii) all Canadian Pension Plans, (iii) all U.S. Pension Plans, (iv) all Multi-Employer Pension Plans, and (v) all Non-Qualified Employee Benefit Plans.

1.1.115          Employment and Retirement Benefit Agreements means, collectively, each of the employment contracts, compensation agreements and retirement benefit programs listed in Exhibit 13 to this Plan (as filed with the Plan Supplement), which the Debtors shall either (i) assume (as amended and restated, if applicable) and assign to the Reorganized Debtors on the Effective Date pursuant to Sections 365 and 1123(b)(2) of the Bankruptcy Code, (ii) enter into on or prior to the Effective Date and assign to the Reorganized Debtors on the Effective Date pursuant to the terms of this Plan, or (iii) with respect to any such contracts, agreements and programs that the Debtors entered into after the Petition Date but before the Effective Date, assign to the Reorganized Debtors on the Effective Date pursuant to the terms of this Plan.

1.1.116          Entity means any Person, estate, trust, governmental unit, and United States trustee.

1.1.117          ERISA means the Employee Retirement Income Security Act of 1974.

1.1.118          Estate(s) means, individually or collectively, the estate or estates of the Debtors created in the Chapter 11 Cases under Section 541 of the Bankruptcy Code and, with respect to the CCAA Proceedings, includes all assets of the Canadian Debtors that are subject to the protections granted by the Canadian Bankruptcy Court pursuant to the CCAA Initial Order.

1.1.119          Excluded Claims has the meaning assigned to such term in Section 4.2.2 of this Plan.

1.1.120          Exhibit means an exhibit to this Plan or to the Disclosure Statement.

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1.1.121          Exit Facilities means such financing agreements and commitments as the Debtors, in consultation with the Committee and the CCAA Monitor, shall have arranged on or prior to the Effective Date, including term loans and revolving credit facilities, in such amounts and on such terms as are satisfactory to the Debtors.

1.1.122          Exit Facility Documentation means the definitive documentation for the Exit Facilities, in substantially the form of Exhibit 15 to this Plan (as filed with the Plan Supplement).

1.1.123          Fee Auditor means Warren H. Smith & Associates, P.C. in its capacity as the Bankruptcy Court-appointed fee auditor in the Chapter 11 Cases.

1.1.124          Final Cash Management Order means that certain Final Order (I) Authorizing Continued Use of Existing Cash Management System, (II) Authorizing Continued Use of Existing Bank Accounts and Business Forms, (III) Authorizing the Continuation of Certain Intercompany Transactions, (IV) Waiving the Requirements of 11 U.S.C. § 345(b) on an Interim Basis, and (V) Granting Administrative Expense Priority to Post-Petition Intercompany Transactions, entered by the Bankruptcy Court on or about February 23, 2009 [Docket No. 366].

1.1.125          Final Distribution Date means a date selected by the Reorganized Debtors that is not later than thirty (30) days after the date on which (i) all Disputed Claims in the Chapter 11 Cases shall have been Allowed or Disallowed pursuant to a Final Order of the Bankruptcy Court or any other court with competent jurisdiction over such Disputed Claims and (ii) the CCAA Monitor has certified to the Canadian Bankruptcy Court that the last Disputed Claim in the CCAA Proceedings shall have been finally resolved.

1.1.126          Final Order means (i) with respect to the Chapter 11 Cases, an order or judgment of the Bankruptcy Court (or any other United States court of competent jurisdiction) as entered by the Clerk of the Bankruptcy Court on the docket in the Chapter 11 Cases (or on the docket of any other United States court of competent jurisdiction) which has not been reversed, vacated or stayed and as to which (a) the time to appeal, petition for certiorari or move for a new trial, reargument or rehearing under the Bankruptcy Rules has expired and as to which no appeal, petition for certiorari or other proceedings for a new trial, reargument or rehearing shall then be pending, or (b) if an appeal, writ of certiorari, new trial, reargument or rehearing thereof has been sought, such order or judgment of the Bankruptcy Court shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied or a new trial, reargument or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari or move for a new trial, reargument or rehearing shall have expired; provided, however, that the possibility that a motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed with respect to such order shall not cause such order not to be a Final Order; and (ii) with respect to the CCAA Proceedings, an order or judgment of the Canadian Bankruptcy Court with respect to which the period for seeking leave to appeal has expired without leave having been sought or, if obtained, the appeal shall have been denied.

1.1.127          Form of Proxy means the form of proxy and election notice and voting instructions to Affected Creditors in the CCAA Proceedings, in substantially the form attached as an exhibit to the CCAA Creditors’ Meeting Order.

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1.1.128          General Unsecured Claim means a Claim against any Debtor (including any Canadian Debtor) that is not an Administrative Expense Claim, a CCAA Charge, a Priority Tax Claim, a Priority Non-Tax Claim, an Other Secured Claim, a Convenience Claim, a Prepetition Lender Claim, a DIP Facility Claim, or an Intercompany Claim.  For the avoidance of doubt, all Prepetition Noteholder Claims, Industrial Revenue Bond Claims, Hodge Industrial Revenue Bond Claims, Rejection Damages Claims, Non-Qualified Employee Benefit Claims against any Debtor (including any Canadian Debtor), and the Stone FinCo II Contribution Claim shall constitute General Unsecured Claims for purposes of this Plan.

1.1.129          Hodge Industrial Revenue Bonds means the 7.45% Combined Utility System Revenue Refunding Bonds Series 2003 due March 1, 2024, issued by the Village of Hodge, Louisiana on December 18, 2003 in the original principal amount of $58,085,000.

1.1.130          Hodge Industrial Revenue Bond Claims means all Claims against SSCE arising under the Hodge Industrial Revenue Bond Indenture or any related documents, or in connection with the Hodge Industrial Revenue Bonds.

1.1.131          Hodge Industrial Revenue Bond Indenture means the indenture for the Hodge Industrial Revenue Bonds.

1.1.132          Hodge Industrial Revenue Bond Indenture Trustee means U.S. Bank Trust National Association in its capacity as the indenture trustee under the Hodge Industrial Revenue Bond Indenture.

1.1.133          Holder means a Person or Entity holding a Claim against, or Interest in, any Debtor.  With respect to the CCAA Proceedings, the term “Holder” includes any Person or Entity that has taken valid assignment of a Claim against the Canadian Debtors, provided that the CCAA Monitor has recognized such Person or Entity as the rightful holder of such Claim.

1.1.134          Impaired means “impaired” within the meaning of Section 1124 of the Bankruptcy Code.

1.1.135          Industrial Revenue Bonds means, collectively, (i) the 7.40% Industrial Development Revenue Bonds Series 1996 due April 1, 2026, issued by the Industrial Development Authority of the County of Navajo, Arizona on April 1, 1996 in the original principal amount of $20,000,000; (ii) the 7.20% Industrial Development Revenue Bonds Series 1997 due June 1, 2027, issued by the Industrial Development Authority of the County of Navajo, Arizona on June 1, 1997 in the original principal amount of $14,650,000; (iii) the 5.125% Environmental Improvement Revenue Refunding Bonds, Series 2005 due August 1, 2013, issued by the County of Coshocton, Ohio on May 1, 2005 in the original principal amount of $30,000,000; (iv) the 5.25% Environmental Improvement Revenue Refunding Bonds, Series 2005 due June 1, 2015, issued by the Industrial Development Authority of the City of Hopewell, Virginia on May 1, 2005 in the original principal amount of $41,340,000; and (v) the Hodge Industrial Revenue Bonds.

1.1.136          Industrial Revenue Bond Claims means all Claims against SSCE arising under or in connection with (i) the Industrial Revenue Bonds other than the Hodge Industrial Revenue Bonds and (ii) any documents related to such Industrial Revenue Bonds.

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1.1.137          Industrial Revenue Bondholders means, collectively, the Holders of Industrial Revenue Bond Claims.

1.1.138          Industrial Revenue Bond Indentures means, collectively, the indentures for each series of the Industrial Revenue Bonds.

1.1.139          Industrial Revenue Bond Indenture Trustees means, collectively, U.S. Bank Trust National Association and UMB Bank, N.A. in their respective capacities as indenture trustees under the Industrial Revenue Bond Indentures.

1.1.140          Industrial Revenue Bond Indenture Trustee Charging Lien means any Lien or other priority in payment arising prior to the Effective Date which an Industrial Revenue Bond Indenture Trustee is entitled to assert pursuant to the relevant Industrial Revenue Bond Indenture against any distributions that would otherwise be made under this Plan.

1.1.141          Industrial Revenue Bond Indenture Trustee Fees means the reasonable compensation owed to any Industrial Revenue Bond Indenture Trustee (including in connection with the administration of distributions to the Holders of Allowed Industrial Revenue Bond Claims pursuant to Article VIII of the Plan), as determined by the Debtors and the applicable Industrial Revenue Bond Indenture Trustee prior to the Confirmation Date, and reasonable disbursements, indemnity claims, expenses and advances incurred or made by any Industrial Revenue Bond Indenture Trustee (including the reasonable fees, disbursements and expenses of agents for or external counsel to any Industrial Revenue Bond Indenture Trustee) payable pursuant to the relevant Industrial Revenue Bond Indenture; provided, however, that any such indemnity claims, disbursements, expenses and advances shall be reimbursable under the terms of the relevant Industrial Revenue Bond Indenture.

1.1.142          Initial Distribution Date means a date selected by the Reorganized Debtors that is not later than thirty (30) days after the Effective Date.

1.1.143          Intercompany Claim means any Claim against a Debtor that is held by another Debtor.

1.1.144          Interest means the interest of any Holder of equity securities in any Debtor that is represented by any issued and outstanding common stock, preferred stock, limited liability company interest, partnership interest, or any other instrument evidencing an ownership interest in such Debtor prior to the Effective Date (including prior to the Petition Date), whether or not transferable, any restricted stock units, calls, rights, puts, awards, commitments, repurchase rights, unvested or unexercised options, warrants, unvested common interests, unvested preferred interests or any other agreements of any character related to the common or preferred interests of any such Debtor, obligating any such Debtor to issue, transfer, purchase, redeem, or sell any equity interests or other equity securities, any rights under any equity incentive plans, voting agreements and registration rights agreements regarding equity securities of any such Debtor, any claims arising from the rescission of a purchase, sale or other acquisition of any outstanding common stock, preferred stock or other equity securities (or any right, claim, or interest in and to any common stock, preferred stock or other equity securities) of any such Debtor, any Claims for the payment of any distributions with respect to any common stock, preferred stock, or other equity interests in or securities of such Debtor, and any claims for

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damages or any other relief arising from the purchase, sale, or other acquisition of any such Debtor’s outstanding common stock, preferred stock, or other equity interests or securities.

1.1.145          Lien means, with respect to any interest in property, any mortgage, lien, pledge, charge, security interest, easement, or other encumbrance of any kind whatsoever, under United States, Canadian, or other applicable law, with respect to such interest in property.

1.1.146          Litigation Claims means all Causes of Action that any Debtor or Estate may hold against any Person or Entity as of the Effective Date, except any Causes of Action that (i) have been settled by the Debtors on or prior to the Effective Date or (ii) shall be released by the Debtors pursuant to Article X of this Plan.

1.1.147          Management Incentive Plans means, collectively, the compensation, incentive, and benefit plans (including any associated award and option agreements) applicable to certain officers, directors and/or employees of the Debtors and/or Reorganized Debtors, as described in Exhibit 3 to the Plan and in substantially the forms included therein, which compensation, incentive and benefit plans shall include, without limitation, the Debtors’ 2010 Management Incentive Plan, 2009 Long-Term Incentive Plan, and an equity-based incentive plan that provides for or otherwise permits, among other things (i) a reservation of eight percent (8%) on a fully diluted basis of the New SSCC Common Stock that is issued or reserved for issuance pursuant to the Plan (including shares reserved for issuance pursuant to the Management Incentive Plans and shares held in the SSCE Distribution Reserve as of the Effective Date) (i.e., 8,695,652 shares of the New SSCC Common Stock) and (ii) an allocation of equity-based awards to certain officers and other employees of the Reorganized Debtors (either individually or in the aggregate) that the Reorganized Debtors shall grant at, and as of, such times as are set forth in Exhibit 3 to this Plan.

1.1.148          MBI Limited means MBI Limited/Limitée, a wholly-owned subsidiary of SSC Canada and one of the Debtors and Canadian Debtors herein.

1.1.149          Multi-Employer Pension Plan means a pension plan (i) to which more than one employer is (or was) required to contribute, (ii) which is (or was) maintained pursuant to one or more collective bargaining agreements between one or more employee organizations and more than one employer, (iii) which satisfies such other requirements contained in regulations promulgated by the Department of Labor and (iv) from which the Debtors have not completely withdrawn (either voluntarily or involuntarily) as of the Effective Date.

1.1.150          New SSCC Common Stock means the new common stock of Reorganized SSCC, par value $0.001 per share, that shall be issued on the Effective Date or authorized to be issued by Reorganized SSCC at any time from and after the Effective Date.

1.1.151          New SSCC Common Stock Class 1F Pool means 2.25% of the shares of the New SSCC Common Stock Pool less 2.25% of the shares required for the Stone FinCo II Contribution Reserve.  The New SSCC Common Stock Class 1F Pool will be distributed to Holders of Allowed SSCC Preferred Interests pursuant to Section 3.2.6 of this Plan.

1.1.152          New SSCC Common Stock Class 1G Pool means 2.25% of the shares of the New SSCC Common Stock Pool less 2.25% of the shares required for the Stone FinCo II

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Contribution Reserve.  The New SSCC Common Stock Class 1G Pool will be distributed to Holders of Allowed SSCC Common Interests pursuant to Section 3.2.7 of this Plan.

1.1.153          New SSCC Common Stock Class 2E Pool means 95.5% of the shares of the New SSCC Common Stock Pool less (i) all of the shares required for the SSCE Distribution Reserve and (ii) 95.5% of the shares required for the Stone FinCo II Contribution Reserve.  The New SSCC Common Stock Class 2E Pool will be distributed to Holders of Allowed Class 2E Claims pursuant to Section 3.3.5 of this Plan.

1.1.154          New SSCC Common Stock Pool means 100,000,000 shares of New SSCC Common Stock to be issued by Reorganized SSCC and to be distributed pursuant to the Plan to Holders of Allowed Class 2E Claims, Holders of Allowed SSCC Preferred Interests and Holders of Allowed SSCC Common Interests, which 100,000,000 shares excludes all shares of New SSCC Common Stock that shall be reserved for issuance pursuant to the Management Incentive Plans.

1.1.155          New SSCC Preferred Stock means the new preferred stock of Reorganized SSCC, par value $0.001 per share, that shall be authorized to be issued by Reorganized SSCC at any time from and after the Effective Date.

1.1.156          Non-Operating Debtors (Canada) means, collectively, 639647 British Columbia Ltd., Specialty Containers Inc., SLP Finance General Partnership, and 605681 N.B. Inc.

1.1.157          Non-Operating Debtors (United States) means, collectively, Lot 24D Redevelopment Corporation, Atlanta & Saint Andrews Bay Railway Company, Stone International Services Corporation, Stone Global, Inc., Stone Connecticut Paperboard Properties, Inc., Smurfit Newsprint Corporation, SLP Finance I, LLC, SLP Finance II, LLC, and SMBI Inc.

1.1.158          Non-Qualified Employee Benefit Claim means any Claim against the Debtors arising under or in connection with a Non-Qualified Employee Benefit Plan

1.1.159          Non-Qualified Employee Benefit Plan means, with respect to any of the Debtors, any of the prepetition non-tax qualified pension plans, individual prepetition agreements providing for retirement compensation, or prepetition deferred compensation arrangements with respect to individuals who served as employees, officers or directors of any Debtor either prior to or as of the Petition Date, but excluding the Jefferson Smurfit Corporation (U.S.) Deferred Compensation Plan.

1.1.160          Notice of Dispute has the meaning assigned to such term in the CCAA Claims Determination Order.

1.1.161          Notice of Revision or Disallowance has the meaning assigned to such term in the CCAA Claims Determination Order.

1.1.162          Other Secured Claim means any Secured Claim other than a DIP Facility Claim, a Prepetition Lender Claim, a Union Bank Claim, or a CIT Group Claim.

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1.1.163          Person means any individual, corporation, partnership, association, joint stock company, joint venture, limited liability company, limited liability partnership, trust, estate, unincorporated organization or other entity, or any domestic or foreign government, governmental agency, or any subdivision, department or other instrumentality thereof.

1.1.164          Petition Date means January 26, 2009, the date on which (i) the Debtors commenced the Chapter 11 Cases in the Bankruptcy Court and (ii) the Canadian Debtors commenced the CCAA Proceedings in the Canadian Bankruptcy Court.

1.1.165          Plan means this joint plan of reorganization, including all Exhibits, supplements, appendices and schedules thereto, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and the terms of the CCAA Creditors’ Meeting Order and includes, for purposes of the CCAA Proceedings, the CCAA Plan that is incorporated into this joint plan of reorganization.

1.1.166          Plan Proponents means the Debtors as the proponents of this Plan within the meaning of Section 1127 of the Bankruptcy Code.

1.1.167          Plan Supplement means a supplement to this Plan that the Debtors filed with the Bankruptcy Court and the Canadian Bankruptcy Court.

1.1.168          Post-Filing Claims means, for purposes of the CCAA Plan, any right of any Person or Entity against the Canadian Debtors in connection with any indebtedness, liability, or obligation of any kind which arose in respect of obligations first incurred by the Canadian Debtors on or after the Petition Date (other than the Rejection Damages Claims) and interest thereon, including any obligations of the Canadian Debtors toward Persons or Entities who supplied services, utilities, goods or materials or who have or shall have advanced funds to the Canadian Debtors on or after the Petition Date, but only to the extent of their Claims in respect of the supply of such services, utilities, goods, materials or funds on or after the Petition Date, or in respect of any executory contract or unexpired lease which has been deemed ratified by the Canadian Debtors pursuant to Article VII of this Plan or otherwise.

1.1.169          Post-Petition Intercompany Claims means all Claims against any Debtor that are held by another Debtor and arise on or after the Petition Date but prior to the Effective Date and which, pursuant to the Final Cash Management Order, are granted administrative priority status pursuant to Section 507(a)(2) of the Bankruptcy Code.

1.1.170          Prepetition Agent means, collectively, Deutsche Bank Trust Company Americas in its capacities as administrative agent and collateral agent and Deutsche Bank AG in its capacity as Canadian administrative agent under the Prepetition Credit Agreement.

1.1.171          Prepetition Canadian Lender Claims means the principal amount of the Prepetition Canadian Revolving Loans, the Prepetition Canadian Revolving Facility Letters of Credit, and the Prepetition Canadian Term Loans, plus any accrued but unpaid interest thereon (accruing at the non-default interest rate payable under the Prepetition Credit Agreement) and all reasonable unpaid or unreimbursed fees, costs and expenses payable in respect thereof under the Prepetition Credit Agreement.

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1.1.172                               Prepetition Canadian Revolving Facility Letters of Credit means, collectively, (i) the letters of credit issued by the Prepetition Facing Agent for the account of SSC Canada pursuant to the terms and conditions of Article III of the Prepetition Credit Agreement and (ii) the Existing SSC Canada Letters of Credit (as defined in the Prepetition Credit Agreement).

1.1.173                               Prepetition Canadian Revolving Loans means the aggregate outstanding principal amount of Revolving (Canadian) Loans (as defined in the Prepetition Credit Agreement) made by the Prepetition Lenders to SSC Canada prior to the Petition Date pursuant to Section 2.01(b)(ii) of the Prepetition Credit Agreement.

1.1.174                               Prepetition Canadian Term Loans means the aggregate outstanding principal amount of term loans made by the Prepetition Lenders to SSC Canada prior to the Petition Date pursuant to Section 2.01(a) of the Prepetition Credit Agreement.

1.1.175                               Prepetition Credit Agreement means that certain Credit Agreement dated as of November 1, 2004, by and among SSCE and SSC Canada as borrowers, the Prepetition Agent, and the Prepetition Lenders, as amended, modified, or supplemented from time to time.

1.1.176                               Prepetition Credit Documents means, collectively, the Prepetition Credit Agreement, Prepetition Swap Agreements, and all other agreements, instruments, notes, guaranties and other documents executed in connection therewith, including, without limitation, the Prepetition Guarantee and Collateral Agreement and all other collateral and security documents executed by the Debtors in favor of the Prepetition Agent and the Prepetition Lenders.

1.1.177                               Prepetition Facing Agent means, collectively, Deutsche Bank Trust Company Americas in its capacity as Revolving Facility Facing Agent under (and as defined in) the Prepetition Credit Agreement and Deutsche Bank AG in its capacity as Revolving (Canadian) Facility Facing Agent under (and as defined in) the Prepetition Credit Agreement.

1.1.178                               Prepetition Guarantee and Collateral Agreement means that certain Guarantee and Collateral Agreement (U.S.) dated as of November 1, 2004, by and among SSCC, SSCE, and the Prepetition Agent, as amended, modified or supplemented from time to time.

1.1.179                               Prepetition Lenders means, collectively, the lenders party from time to time to the Prepetition Credit Agreement.

1.1.180                               Prepetition Lender Claims means all Claims of the Prepetition Agent, the Prepetition Facing Agent, the Prepetition Lenders, and the Prepetition Swap Providers arising under, or secured pursuant to, the Prepetition Credit Documents against Debtors that are not Canadian Debtors, including, without limitation, the principal amount of and accrued but unpaid interest on the Prepetition Revolving Loans, the Prepetition Revolving Facility Letters of Credit, the Prepetition Term Loans, and the Prepetition Swap Termination Payments.

1.1.181                               Prepetition Noteholders means, collectively, the Holders of Prepetition Noteholder Claims.

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1.1.182                               Prepetition Noteholder Claims means all Claims arising under or evidenced by the Prepetition Notes, the Prepetition Notes Indentures, and any related documents.

1.1.183                               Prepetition Notes means, collectively, (i) the 7.375% Notes Due 2014, (ii) the 7.50% Notes Due 2013, (iii) the 8.00% Notes Due 2017, (iv) the 8.25% Notes Due 2012, and (v) the 8.375% Notes Due 2012.

1.1.184                               Prepetition Notes Indentures means, collectively, the indentures for each series of the Prepetition Notes.

1.1.185                               Prepetition Notes Indenture Trustees means, collectively, Wilmington Trust Company and Manufacturers and Traders Trust Company in their respective capacities as indenture trustees under the Prepetition Notes Indentures.

1.1.186                               Prepetition Notes Indenture Trustee Charging Lien means any Lien or other priority in payment arising prior to the Effective Date which a Prepetition Notes Indenture Trustee is entitled to assert pursuant to the relevant Prepetition Notes Indenture against any distributions that would otherwise be made under this Plan to the Prepetition Noteholders.

1.1.187                               Prepetition Notes Indenture Trustee Fees means the reasonable compensation owed to any Prepetition Notes Indenture Trustee (including in connection with the administration of distributions to the Holders of Allowed Prepetition Noteholder Claims pursuant to Article VIII of the Plan), as determined by the Debtors and the applicable Prepetition Notes Indenture Trustee prior to the Confirmation Date, and reasonable disbursements, indemnity claims, expenses and advances incurred or made by any Prepetition Notes Indenture Trustee (including the reasonable fees, disbursements and expenses of agents for or external counsel to any Prepetition Notes Indenture Trustee) payable pursuant to the relevant Prepetition Notes Indenture; provided, however, that any such indemnity claims, disbursements, expenses and advances shall be reimbursable under the terms of the relevant Prepetition Notes Indenture.

1.1.188                               Prepetition Revolving Facility Letters of Credit means, collectively, (i) the letters of credit issued by the Prepetition Facing Agent for the account of SSCE pursuant to the terms and conditions of Article III of the Prepetition Credit Agreement and (ii) the Existing SSCE Letters of Credit (as such term is defined in the Prepetition Credit Agreement).

1.1.189                               Prepetition Revolving Loans means the aggregate outstanding principal amount of Revolving Loans (as defined in the Prepetition Credit Agreement) made to SSCE prior to the Petition Date pursuant to Section 2.01(b)(i) of the Prepetition Credit Agreement.

1.1.190                               Prepetition Swap Agreements means the Swap Agreements (as defined in the Prepetition Credit Agreement) to which SSCE is a party that were (i) in effect on the Closing Date (as defined in the Prepetition Credit Agreement) with a counterparty that was a Prepetition Lender or an Affiliate (as defined in the Prepetition Credit Agreement) of a Prepetition Lender as of such date or (ii) entered into after such date with a counterparty that was a Prepetition Lender or an Affiliate (as defined in the Prepetition Credit Agreement) of a Prepetition Lender at the time such agreement was entered into.

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1.1.191                               Prepetition Swap Providers means all counterparties to Prepetition Swap Agreements with SSCE.

1.1.192                               Prepetition Swap Termination Payments means obligations of the Debtors for all amounts arising under terminated Prepetition Swap Agreements.

1.1.193                               Prepetition Term Loans means the aggregate outstanding principal amount of term loans made by certain of the Prepetition Lenders to SSCE prior to the Petition Date pursuant to Section 2.01(b) of the Prepetition Credit Agreement.

1.1.194                               Priority Non-Tax Claim means any Claim entitled to priority in payment pursuant to Section 507(a) of the Bankruptcy Code, other than an Administrative Expense Claim or a Priority Tax Claim.

1.1.195                               Priority Tax Claim means (i) with respect to the Chapter 11 Cases, any Claim of a governmental unit of the kind entitled to priority in payment pursuant to Sections 502(i) and 507(a)(8) of the Bankruptcy Code or (ii) with respect to the CCAA Proceedings, any Claim of a governmental unit of the kind entitled to priority in payment under the CCAA.

1.1.196                               Professional means any Person retained by the Debtors, the Committee, or the CCAA Monitor, either (i) in the Chapter 11 Cases pursuant to a Final Order of the Bankruptcy Court entered pursuant to Sections 327 or 1103 of the Bankruptcy Code or (ii) in the CCAA Proceedings.

1.1.197                               Proof of Claim means the proof of claim that must be filed by a Holder of a Claim against any Debtor on or before the applicable Claims Bar Date and, for purposes of the CCAA Proceedings, has the meaning set forth in the CCAA Bar Date Order.

1.1.198                               Pro Rata Share means the proportion that the amount of any Allowed Claim or Interest or Proven Claim, as applicable, in a particular Class bears to the aggregate amount of all Allowed Claims or Interests or Proven Claims in such Class, except in cases where Pro Rata Share is used in reference to multiple Classes of Claims or Interests, in which case Pro Rata Share means the proportion that an Allowed Claim or Interest or Proven Claim, as applicable, in a particular Class bears to the aggregate amount of all Allowed Claims or Interests or Proven Claims in such multiple Classes.

1.1.199                               Proven Claim means, with respect to any Affected Claim in the CCAA Proceedings, the amount or any portion of the amount of the Affected Claim as finally determined for distribution purposes in accordance with the provisions of this Plan, the CCAA Bar Date Order, the CCAA Claims Determination Order, and any other applicable orders of the Canadian Bankruptcy Court.

1.1.200                               Quarterly Distribution Date means each date that is not later than thirty (30) calendar days after the conclusion of each calendar quarter ending in March, June, September and December between the Initial Distribution Date and the Final Distribution Date.

1.1.201                               Record Date has the meaning set forth in the Voting Procedures Order or the CCAA Creditors’ Meeting Order, as applicable.

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1.1.202                               Reinstated or Reinstatement means (a) leaving unaltered the legal, equitable and contractual rights to which a Claim entitles the Holder of such Claim, or (b) notwithstanding any contractual provision or applicable law that entitles the Holder of such Claim to demand or receive accelerated payment of such Claim after the occurrence of a default, (i) curing any such default that occurred before or after the Petition Date, other than a default of a kind specified in Section 365(b)(2) of the Bankruptcy Code; (ii) reinstating the maturity of such Claim as such maturity existed before such default; (iii) compensating the Holder of such Claim for any damages incurred as a result of any reasonable reliance by such Holder on such contractual provision or such applicable law; (iv) if such Claim arises from any failure to perform a nonmonetary obligation under a nonresidential real property lease subject to Section 365(b)(1)(A) of the Bankruptcy Code, compensating the Holder of such Claim for any pecuniary loss incurred by such Holder as the result of such failure; and (v) not otherwise altering the legal, equitable or contractual rights to which such Claim entitles the Holder thereof.

1.1.203                               Rejection Damages Claim means a Claim against any Debtor arising from such Debtor’s rejection (in the Chapter 11 Cases) or repudiation (in the CCAA Proceedings) of an executory contract or unexpired lease, including any Claim of a lessor for damages resulting from such Debtor’s rejection or repudiation of a lease of real property.

1.1.204                               Related Persons means, with respect to any Person, such Person’s predecessors, successors and assigns (whether by operation of law or otherwise) and its and their respective present and former Affiliates and each of their respective current and former members, partners, equityholders, officers, directors, employees, managers, shareholders, financial advisors, attorneys, accountants, investment bankers, consultants, agents and professionals, or other representatives, each acting in such capacity, and any Person claiming by or through any of them (including their respective officers, directors, managers, shareholders, partners, employees, members, financial advisors, attorneys, and other professionals); provided, however, that Related Persons shall not include Stone FinCo II or any of its current and former members, partners, equityholders, officers, directors, employees, managers, shareholders, financial advisors, attorneys, accountants, investment bankers, consultants, agents and professionals, or other representatives, each acting in such capacity with respect to Stone FinCo II, and any Person claiming by or through any of them except to the extent of the releases, discharges and exculpation provided by Stone FinCo II to the Debtors, the Reorganized Debtors, Canadian Newco, and their respective predecessors, successors and assigns (whether by operation of law or otherwise) under the Plan.

1.1.205                               Released Parties means, collectively, each of the Debtors (including the Canadian Debtors), the Reorganized Debtors, Canadian Newco, the Committee, the Prepetition Agent, the Prepetition Facing Agent, the Prepetition Lenders, the DIP Facility Agent, the DIP Facility Lenders, the Prepetition Notes Indenture Trustees, the Industrial Revenue Bonds Indenture Trustees, the CCAA Monitor, and each of their respective Related Persons; provided, however, that for purposes of sections 10.2.1, 10.5.1 and 10.5.2 of this Plan, Released Parties shall not include former directors and officers of the Debtors that were only employed by the Debtors prior to the Petition Date; provided, further, that Released Parties shall not include Stone FinCo II or any of its current and former members, partners, equityholders, officers, directors, employees, managers, shareholders, financial advisors, attorneys, accountants, investment bankers, consultants, agents and professionals, or other representatives, each acting in such capacity with respect to Stone FinCo II, and any Person claiming by or through any of them

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except to the extent of the releases, discharges and exculpation provided by Stone FinCo II to the Debtors, the Reorganized Debtors, Canadian Newco, and their respective predecessors, successors and assigns (whether by operation of law or otherwise) under the Plan.

1.1.206                               Reorganized means, with respect to any Debtor (including any Canadian Debtor), such Debtor or any successors thereto by merger, consolidation, conversion or otherwise, on or after the Effective Date, after giving effect to the transactions occurring on or prior to the Effective Date in accordance with the Plan, including, without limitation, each Restructuring Transaction that occurs on or prior to the Effective Date.

1.1.207                               Reorganized Debtors means, collectively, each of the reorganized Debtors (including the Canadian Debtors) or any successors thereto by merger, consolidation, conversion or otherwise, on or after the Effective Date, after giving effect to the transactions occurring on or prior to the Effective Date in accordance with the Plan, including, without limitation, each Restructuring Transaction that occurs on or prior to the Effective Date; provided, however, that the term Reorganized Debtors shall not include Canadian Newco, SSC Canada, Smurfit-MBI, MBI Limited, B.C. Shipper Supplies Ltd., Francobec Company, Stone FinCo II, or any other Debtors that are being dissolved pursuant to the terms of this Plan.

1.1.208                               Reorganized SSCC means reorganized SSCC or any successors thereto by merger, consolidation, conversion or otherwise, on or after the Effective Date, after giving effect to the transactions occurring on the Effective Date in accordance with the Plan, including each Restructuring Transaction that occurs on or prior to the Effective Date (including, without limitation, the planned merger of SSCC into SSCE on or prior to the Effective Date).

1.1.209                               Required Majority means a majority in number of Affected Creditors holding at least two-thirds in value of the Claims in a Class of Affected Creditors, voting either in person or by proxy at the CCAA Creditors’ Meeting for such Class.

1.1.210                               Restructuring Transactions means those transactions or other corporate actions (including, without limitation, mergers, consolidations, conversions, joint ventures, restructurings, recapitalizations, dispositions, liquidations or dissolutions) that one or more of the applicable Debtors or Reorganized Debtors may enter into or undertake on, prior to, or after the Effective Date in accordance with Section 6.14 of this Plan and as set forth in Exhibit 14 to this Plan (as filed with the Plan Supplement), including, without limitation, the planned merger of SSCC into SSCE on or prior to the Effective Date.

1.1.211                               Sale Procedures shall have the meaning assigned to such term in Section 5.1.6 of this Plan.

1.1.212                               Schedules means, with respect to each Debtor, the schedules of assets and liabilities and the statement of financial affairs filed by such Debtor with the Bankruptcy Court on or about April 6, 2009 pursuant to Sections 521(1) and 1106(a)(2) of the Bankruptcy Code and Bankruptcy Rule 1007, as such schedules and statement have been or may be amended or supplemented by such Debtor at any point prior to the Confirmation Date.

1.1.213                               Secured Claim means any Claim secured by a Lien on collateral to the extent of the value of such collateral (i) as set forth in the Plan, (ii) as agreed to by the Holder of

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such Claim and the Debtors or (iii) as determined pursuant to a Final Order of the Bankruptcy Court in accordance with Section 506(a) of the Bankruptcy Code or the Canadian Bankruptcy Court or, in the event that such Claim is subject to setoff under Section 553 of the Bankruptcy Code, to the extent of such setoff.  For the avoidance of doubt, the term “Secured Claim” shall include the DIP Facility Claims, the Prepetition Lender Claims, the Union Bank Claims, and the CIT Group Claims.

1.1.214                               Settlement Motion means the Debtors’ Motion for the Entry of an Order (I) Approving Settlement Agreement with Equity Objectors, (II) Authorizing Debtors to Make Certain Related Modifications to Joint Plan of Reorganization Pursuant to Section 1127(a) of the Bankruptcy Code, and (III) and Finding That (A) Such Modifications are Non-Material or (B) the Debtors Have Satisfied the Requirements of Sections 1127(c), (d) and (f) of the Bankruptcy Code With Respect to Such Modifications, to be filed with the Bankruptcy Court.

1.1.215                               Settlement Released Parties means the (i) Released Parties, (ii) Ad Hoc Group of Preferred Holders, and (iii) Ad Hoc Group of Common Holders and, in each case, the Related Persons thereof.

1.1.216                               Smurfit-MBI Distribution Pool means cash in the amount of $19,500,000 million, which shall be available for distribution to the Holders of Affected Unsecured Claims against Smurfit-MBI pursuant to Articles III and IV of this Plan.

1.1.217                               Smurfit-MBI Distribution Reserve means a reserve funded with cash from the Smurfit-MBI Distribution Pool, to be held by the CCAA Monitor in accordance with Section 8.17.2 of this Plan for distribution to the Holders of certain Proven Claims against Smurfit-MBI upon the resolution of all Disputed Claims against Smurfit-MBI.

1.1.218                               SSCC Common Interest means the Interest of any Holder of equity securities of SSCC represented by any issued and outstanding shares of SSCC’s common stock, whether or not transferable, or any options, warrants, or rights, contractual or otherwise, obligating SSCC to issue, transfer, purchase, redeem, or sell any shares of common stock, any rights under any stock option plans, stockholder rights agreements (including, without limitation, the Stockholder Rights Plan) voting agreements and registration rights agreements regarding common stock of SSCC, any Claims arising from the rescission of a purchase, sale or other acquisition of common stock (or any right, claim, or interest in and to any common stock) of SSCC, any claims for the payment of dividends on any shares of common stock of SSCC, and any Claims for damages or any other relief arising from the purchase, sale, or other acquisition of SSCC’s common stock.  For the avoidance of doubt, the term SSCC Interests shall include the existing common stock of SSCC, of which 400,000,000 shares were authorized and approximately 256,658,958 shares were outstanding as of November 4, 2009.

1.1.219                               SSCC Interests means, collectively, the SSCC Common Interests and the SSCC Preferred Interests.

1.1.220                               SSCC Preferred Interest means the Interest of any Holder of equity securities of SSCC represented by any issued and outstanding shares of SSCC’s preferred or convertible preferred stock, whether or not transferable, or any options, warrants, or rights, contractual or otherwise, obligating SSCC to issue, transfer, purchase, redeem, or sell any shares

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of preferred or convertible preferred stock, any rights under any stock option plans, stockholder rights agreements (including, without limitation, the Stockholder Rights Plan), voting agreements and registration rights agreements regarding preferred or convertible preferred stock of SSCC, any Claims arising from the rescission of a purchase, sale or other acquisition of preferred or convertible preferred stock (or any right, claim, or interest in and to any preferred or convertible preferred stock) of SSCC, any claims for the payment of dividends on any shares of preferred or convertible preferred stock of SSCC, and any Claims for damages or any other relief arising from the purchase, sale, or other acquisition of SSCC’s preferred or convertible preferred stock.

1.1.221                               SSC Canada means Smurfit-Stone Container Canada, Inc., a wholly-owned subsidiary of SSCE and one of the Debtors and Canadian Debtors herein.

1.1.222                               SSC Canada Distribution Pool means cash in the amount of $19,500,000, which shall be available for distribution to the Holders of Affected Unsecured Claims against SSC Canada pursuant to Articles III and IV of this Plan.

1.1.223                               SSC Canada Distribution Reserve means a reserve funded with cash from the SSC Canada Distribution Pool, to be held by the CCAA Monitor in accordance with Section 8.17.1 of this Plan for distribution to the Holders of certain Proven Claims against SSC Canada upon the resolution of all Disputed Claims against SSC Canada.

1.1.224                               SSCE means Smurfit-Stone Container Enterprises, Inc., a wholly-owned subsidiary of SSCC and one of the Debtors in the Chapter 11 Cases.

1.1.225                               SSCE Distribution Reserve means shares of authorized and unissued New SSCC Common Stock reserved by Reorganized SSCC as of the Effective Date with respect to Disputed Claims, which shares are to be issued or retained in accordance with Section 8.16.2 of this Plan upon the resolution of all Disputed Claims.

1.1.226                               SSPRI means Smurfit-Stone Puerto Rico, Inc., a wholly-owned subsidiary of SSCE and one of the Debtors in the Chapter 11 Cases.

1.1.227                               Stevenson Industrial Revenue Bonds means, collectively, (i) the Industrial Development Board of the City of Stevenson $9,000,000 Development Revenue Bonds (The Mead Corporation Project) Series 1996A; (ii) the Industrial Development Board of the City of Stevenson $17,000,000 Development Revenue Bonds (The Mead Corporation Project) Series 1993; (iii) the Industrial Development Board of the City of Stevenson $7,000,000 Development Revenue Bonds (The Mead Corporation Project) Series 1995A; and (iv) the Industrial Development Board of the City of Stevenson $25,000,000 Development Revenue Bonds (The Mead Corporation Project) Series 1991A, which Stevenson Industrial Revenue Bonds shall be deemed to be Allowed Intercompany Claims against SSCE.

1.1.228                               St. Louis County Bonds means the St. Louis County, Missouri Taxable Industrial Revenue Bonds (Smurfit-Stone Container Enterprises, Inc. Project) Series 2005, which St. Louis County Bonds shall be deemed to be Allowed Intercompany Claims against SSCE.

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1.1.229                               Stockholder Rights Plan means that certain Rights Agreement by and between SSCC and Mellon Investor Services, LLC, in its capacity as rights agent, dated as September 9, 2002,

1.1.230                               Stone FinCo II means Stone Container Finance Company of Canada II, a wholly-owned subsidiary of SSCE.

1.1.231                               Stone FinCo II Contribution Claim means the contingent contribution claim that certain Holders of the 7.375% Notes due 2014 have asserted Stone FinCo II may hold against SSCE pursuant to Section 135 of the Nova Scotia Companies Act, R.S.N.S., 1989, c. 81, as amended, based on Stone FinCo II’s status as an unlimited liability company under Nova Scotia law.  The Stone FinCo II Contribution Claim shall be classified and treated as a General Unsecured Claim against SSCE for purposes of this Plan and shall be entitled to the treatment set forth in Section 3.3.5 of this Plan.

1.1.232                               Stone FinCo II Contribution Reserve means shares of New SSCC Common Stock in such amount as the Debtors and the Holders of the 7.375% Notes Due 2014 reasonably determine is necessary (or as otherwise ordered by the Bankruptcy Court) to enable them to make distributions required to be made to the Holders of the Stone FinCo II Contribution Claim if such Claim, in whole or in part, is determined to be an Allowed Claim.

1.1.233                               Stone FinCo II Indenture means the indenture for the 7.375% Notes Due 2014.

1.1.234                               Stone FinCo II Intercompany Claim means the Claim held by Stone FinCo II against SSC Canada arising under that certain Loan Agreement dated as of July 20, 2004, by and among Stone FinCo II as a lender and SSC Canada as a borrower, pursuant to which Stone FinCo II advanced loans in the aggregate principal amount of $200 million to SSC Canada prior to the Petition Date.

1.1.235                               Subordinated Securities Claim means any Claim that is subject to subordination under Section 510(b) of the Bankruptcy Code, including without limitation, any Claim that arises from the rescission of a purchase or sale of an SSCC Interest, or for damages arising from the purchase or sale of an SSCC Interest, or for reimbursement, indemnification, or contribution on account of such Claim pursuant to Section 502 of the Bankruptcy Code.

1.1.236                               Superior Competing Bid means, in the event the Class of General Unsecured Claims against either SSC Canada or Smurfit-MBI rejects the Plan, a Competing Bid that the Canadian Bankruptcy Court determines would provide any cash recoveries to the Holders of Allowed General Unsecured Claims against SSC Canada and/or Smurfit-MBI.

1.1.237                               Superior Competing Bid Distribution means the cash component of either (i) a Superior Competing Bid, if any, if such Superior Competing Bid is determined by the Canadian Bankruptcy Court to be the highest and best offer for the Canadian Assets or (ii) any revised bid for the Canadian Assets that may be submitted by Canadian Newco in accordance with Section 5.1.6 of this Plan if such bid is determined by the Canadian Bankruptcy Court to be the highest and best offer for the Canadian Assets, that would be available for distribution to the Holders of Allowed General Unsecured Claims against SSC Canada and Smurfit-MBI.

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1.1.238                               Total Convenience Claim Distribution means the total cash the Reorganized Debtors expect to distribute to the Holders of Allowed Convenience Claims under this Plan, as determined by the Reorganized Debtors prior to the Initial Distribution Date based on a good faith estimate of the aggregate amount of Allowed Convenience Claims.

1.1.239                               Unaffected Creditor has the meaning assigned to such term in Section 4.2.2 of this Plan.

1.1.240                               Unimpaired means with respect to a Claim, Class or Interest, a Claim, Class or Interest that is not Impaired.

1.1.241                               Union Bank means Union Bank of California, N.A.

1.1.242                               Union Bank Claims means all Claims against Calpine Corrugated that are held by Union Bank pursuant to the terms of the Union Bank Credit Agreement.

1.1.243                               Union Bank Credit Agreement means that certain Loan and Security Agreement dated as of March 30, 2006, by and among Produce Container, LLC (as a predecessor in interest to Calpine Corrugated) as borrower, SSCE as guarantor, and Union Bank as the administrative agent and sole lender, as amended, modified, or supplemented from time to time.

1.1.244                               U.S. Pension Plans means the following single-employer defined benefit plans: (i) the Smurfit-Stone Container Corporation Pension Plan for Hourly Employees and (ii) the Smurfit-Stone Container Corporation Pension Plan for Salaried Employees.

1.1.245                               Voting Claim means, with respect to any Affected Claim in the CCAA Proceedings, the Canadian dollar amount of such Affected Claim that is accepted for purposes of voting at the CCAA Creditors’ Meeting in accordance with the provisions of the CCAA Creditors’ Meeting Order and Article IV of this Plan.

1.1.246                               Voting Deadline means the date by which all Holders of Claims or Interests who are entitled to vote on the Plan (i) must submit their Ballots to the Claims and Noticing Agent or (ii) submit their Form of Proxy to the CCAA Monitor, as applicable, in accordance with the terms of the Voting Procedures Order, the CCAA Creditors’ Meeting Order or the documents related to the Settlement Motion, as applicable.

1.1.247                               Voting Procedures Order means an order to be entered by the Bankruptcy Court (i) approving the Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code and (ii) setting forth the deadlines, procedures and instructions for submitting votes to accept or reject the Plan and for filing objections to confirmation of the Plan, the record date for voting purposes, and the applicable standards for tabulating Ballots.

1.2                                 Rules of Interpretation.

For purposes of the Plan, unless otherwise provided herein: (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, will include both the singular and the plural; (b) unless otherwise provided in the Plan, any reference in the Plan to a contract, instrument, release, or other agreement or document being in a particular form or on particular terms and conditions means that such document will be substantially in such form or

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substantially on such terms and conditions; (c) any reference in the Plan to an existing document, schedule or exhibit filed or to be filed means such document or schedule, as it may have been or may be amended, modified, or supplemented pursuant to the Plan; (d) any reference to a Person or Entity as the Holder of a Claim or Interest includes that Person or Entity’s successors in interest and assigns; (e) all references in the Plan to Sections, Articles, and Exhibits are references to Sections, Articles, and Exhibits of or to the Plan or the Plan Supplement, as the same may be amended, waived or modified from time to time; (f) the words “herein,” “hereof,” “hereto,” “hereunder” and other words of similar import refer to the Plan as a whole and not to any particular Section, subsection or clause contained in the Plan; (g) captions and headings to Articles and Sections of this Plan are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (h) subject to the provisions of any contract, organizational or governing documents, instruments, releases, or other agreements or documents entered into in connection with the Plan, the rights and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, federal law of the United States, including the Bankruptcy Code and Bankruptcy Rules, with respect to the Chapter 11 Cases, and federal law of Canada, including the CCAA, with respect to the CCAA Proceedings; (i) the rules of construction set forth in Section 102 of the Bankruptcy Code and in the Bankruptcy Rules will apply; and (j) in computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a) will apply.

1.3                                 Currency Denomination.

All references in this Plan to monetary figures shall refer to currency of the United States of America unless otherwise indicated.

1.4                                 Exhibits and Plan Supplement.

All Exhibits to this Plan, as well as the Plan Supplement, are incorporated into and are a part of the Plan as if set forth in full herein.  Holders of Claims and Interests may obtain a copy of the filed Exhibits and Plan Supplement upon written request to the Debtors.  Upon their filing, the Exhibits and Plan Supplement may be inspected in the office of the clerk of the Bankruptcy Court or at the Bankruptcy Court’s website at http://www.deb.uscourts.gov/, at the Claims and Noticing Agent’s website at http://chapter11.epiqsystems.com/Smurfit, or the CCAA Monitor’s website at www.deloitte.com/ca/smurfitstonecanada.  The documents contained in the Exhibits and the Plan Supplement shall be approved by the Bankruptcy Court pursuant to the Confirmation Order and sanctioned by the Canadian Bankruptcy Court pursuant to the CCAA Sanction Order.  The Debtors explicitly reserve the right to modify or make additions to or subtractions from any Exhibit to the Plan or the Plan Supplement and to amend, modify or supplement any Exhibit to the Plan prior to the Confirmation Date.

1.5                                 Deemed Acts.

Whenever an act or event is expressed under the Plan to have been deemed done or to have occurred, it shall be deemed to have been done or to have occurred without any further act by any party pursuant to the terms of the Plan and the Confirmation Order.

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ARTICLE II: TREATMENT OF ADMINISTRATIVE EXPENSE CLAIMS, DIP FACILITY CLAIMS, AND PRIORITY TAX CLAIMS IN THE CHAPTER 11 CASES

In accordance with Section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims, DIP Facility Claims, and Priority Tax Claims have not been classified for purposes of the Chapter 11 Cases and therefore are excluded from the Classes of Claims and Interests set forth in Article III of this Plan.  The treatment of Administrative Expense Claims, DIP Facility Claims, and Priority Tax Claims in the Chapter 11 Cases is set forth below.

2.1                                 Administrative Expense Claims.

Subject to the provisions of Sections 328, 330, 331 and 503(b) of the Bankruptcy Code, each Holder of an Allowed Administrative Expense Claim shall receive, on account of and in full and complete settlement, release and discharge of, and in exchange for, such Allowed Administrative Expense Claim, on either: (i) the latest to occur of (a) the Effective Date (or as soon as reasonably practicable thereafter), (b) the first Distribution Date after such Administrative Expense Claim becomes an Allowed Claim, and (c) such other date as agreed upon by the Debtors and the Holder of such Administrative Expense Claim, or (ii) on such other date as the Bankruptcy Court may order, (x) cash equal to the full unpaid amount of such Allowed Administrative Expense Claim, or (y) such other treatment as the Debtors and the Holder of such Administrative Expense Claim shall have agreed; provided, however, that (aa) Allowed Administrative Expense Claims not yet due on the Effective Date or that represent obligations incurred by the Debtors in the ordinary course of their business operations after the Petition Date or assumed by the Debtors during the Chapter 11 Cases, shall be paid or performed when due in the ordinary course of the Reorganized Debtors’ business operations and in accordance with the terms and conditions of the particular agreements or applicable non-bankruptcy law governing such obligations; and (bb) Allowed Administrative Expense Claims against SSC Canada or Smurfit-MBI that are not yet due on the Effective Date, or that represent obligations incurred by SSC Canada or Smurfit-MBI in the ordinary course of their business operations after the Petition Date, shall be assumed by Canadian Newco pursuant to the Asset Purchase Agreement and shall be paid or performed by Canadian Newco when due in the ordinary course of business and in accordance with the terms and conditions of the particular agreements or applicable non-bankruptcy law governing such obligations.

If all Classes of Impaired Claims against a particular Debtor vote to accept the Plan, such Debtor may agree to waive, and may not receive any distributions under the Plan on account of, any Post-Petition Intercompany Claims held by such Debtor.  On the other hand, if any Class of Impaired Claims against a particular Debtor votes to reject the Plan, any Post-Petition Intercompany Claims held by such Debtor shall be paid in full in cash on the latest to occur of (i) the Effective Date and (ii) the date on which such Post-Petition Intercompany Claim becomes payable in the ordinary course of the Debtors’ business operations; provided, however, that any Post-Petition Intercompany Claim may be cancelled, waived, subordinated or reinstated, in full or in part, in the Debtors’ sole discretion, to the extent the Debtors determine to be advisable in order to avoid the incurrence of any past, present or future tax or similar liability, or for any other reason.

2.2                                 No Double Payment of Administrative Expense Claims.

To the extent that an Administrative Expense Claim is Allowed against the Estate of more than one Debtor, there shall be only a single recovery on account of such Allowed Administrative Expense Claim.  In addition, to the extent any obligation that would otherwise

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constitute an Administrative Expense Claim is paid in full as a CCAA Charge in the CCAA Proceedings, the payment of such CCAA Charge in the CCAA Proceedings shall be the only payment on account of such Administrative Expense Claim under this Plan.

2.3                                 DIP Facility Claims.

The DIP Facility Claims shall be Allowed on the Effective Date pursuant to this Plan.  In full satisfaction, settlement, release, and discharge of and in exchange for each Allowed DIP Facility Claim, the Debtors shall pay all Allowed DIP Facility Claims (if any) in full in cash on the Effective Date.  In addition, on the Effective Date, any unexpired letters of credit outstanding under the DIP Facility shall either be (i) returned to the issuer undrawn and marked canceled, (ii) cash collateralized with cash in an amount equal to 105% of the face amount of such outstanding letter of credit, or (iii) collateralized with back-to-back letters of credit issued under the Exit Facilities in an amount equal to 105% of the face amount of such outstanding letter of credit and in form and substance acceptable to the issuer thereof.

2.4                                 Priority Tax Claims.

Except to the extent that the Debtors and the Holder of an Allowed Priority Tax Claim agree to a less favorable treatment of such Claim (in which event such agreement shall govern), each Holder of an Allowed Priority Tax Claim against any of the Debtors that is due and payable on or before the Effective Date shall receive, on account of and in full and complete settlement, release and discharge of, and in exchange for, such Allowed Priority Tax Claim, in the Debtors’ sole discretion, either (i) cash equal to the amount of such Allowed Priority Tax Claim on the later of the Initial Distribution Date (or as soon as is reasonably practicable thereafter) and the first Distribution Date after such Priority Tax Claim becomes an Allowed Claim, or as soon thereafter as is reasonably practicable, or (ii) pursuant to Section 1129(a)(9)(C) of the Bankruptcy Code, deferred cash payments made on the first Business Day following each anniversary of the Effective Date over a period not exceeding five (5) years after the Petition Date, with a total value as of the Effective Date equal to the amount of such Allowed Priority Tax Claim, plus, to the extent required by section 1129(a)(9)(C) of the Bankruptcy Code, interest at the rate determined under applicable nonbankruptcy law pursuant to section 511 of the Bankruptcy Code.  All Allowed Priority Tax Claims against any of the Debtors that are not due and payable on the Effective Date shall be paid in the ordinary course of business by the Reorganized Debtors in accordance with the applicable non-bankruptcy law governing such Claims.

ARTICLE III: CLASSIFICATION AND TREATMENT OF CLAIMS AGAINST AND INTERESTS IN THE DEBTORS IN THE CHAPTER 11 CASES

3.1                                 Summary of Classification and Treatment of Classified Claims and Interests

3.1.1                                           General

(a)                                  Pursuant to Sections 1122 and 1123 of the Bankruptcy Code, Claims against and Interests in the Debtors are classified for all purposes, including, without express or implied limitation, voting, confirmation and distributions pursuant to the Plan, as set forth herein.  A Claim or Interest shall be deemed classified in a particular Class only to the

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extent that the Claim or Interest qualifies within the description of that Class, and shall be deemed classified in a different Class to the extent that any remainder of such Claim or Interest qualifies within the description of such different Class.  A Claim or Interest is in a particular Class only to the extent that such Claim or Interest is Allowed in that Class and has not been paid or otherwise settled prior to the Effective Date.  If there are no Claims or Interests in a particular Class, then such Class of Claims or Interests shall not exist for any purposes under the Plan.

(b)                                 The Plan does not provide for substantive consolidation of the Estates and, on the Effective Date, the Estates shall not be deemed to be substantively consolidated for purposes hereof.  Unless otherwise provided in the Plan or the Confirmation Order, Allowed Claims against a particular Debtor shall be satisfied solely from the cash and other assets of such Debtor and its Estate, provided that, to the extent of any insufficiency, funds or other property may be advanced to the relevant Debtor by any of the other Debtors solely for purposes of consummating this Plan.  Except as specifically set forth in the Plan, nothing in the Plan or the Disclosure Statement shall constitute or be deemed to constitute an admission that any Debtor is liable for any Claims against any other Debtor.  Claims that are asserted against multiple Debtors shall be treated as separate Claims against each applicable Debtor for all purposes (including, but not limited to, voting and distributions), provided that (i) there shall only be a single recovery on account of such Claims and the aggregate distributions to the Holders of such Claims shall not exceed the largest Allowed amount of any such Claim against any particular Debtor, (ii) any distributions from a particular Estate on account of such Claims shall take into account the distributions to be made on account of such Claims by the other Estates, and (iii) such Claims shall be administered and treated in the manner set forth below.

(c)                                  All Claims against SSCE that are held by a single Holder as of the Record Date shall be deemed to be aggregated and shall be treated as a single Claim for purposes of classification and treatment as a Convenience Claim under this Plan, regardless of whether or not any such Claim is subsequently assigned, in whole or in part, to any other Person or Entity.

(d)                                 For purposes of brevity and convenience, but with the same legal force and effect as if set forth at length in this Plan, the classification and treatment of Claims against and Interests in the Debtors under this Plan has been set forth in the following groups: (i) SSCC (Debtor 1), (ii) SSCE (Debtor 2), (iii) Cameo Container (Debtor 3), (iv) Calpine Corrugated (Debtor 4), (v) SSPRI (Debtor 5), (vi) the Non-Operating Debtors (United States) (Debtors 6 through 14), (vii) SSC Canada (Debtor 15); (viii) Smurfit-MBI (Debtor 16), (ix) MBI Limited (Debtor 17), (x) [Intentionally Omitted], (xi) B.C. Shipper Supplies Ltd. (Debtor 19), (xii) Francobec Company (Debtor 20), (xiii) 3083527 Nova Scotia Company (Debtor 21), and (xiv) the Non-Operating Debtors (Canada) (Debtors 22 through 25).

3.1.2                                           Identification of Classes of Claims Against and Interests in the Debtors.

(a)                                  The following chart assigns a letter to each Class of Claims against or Interests in SSCC (Debtor 1) for purposes of identifying such Class:

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(b)                                 The following chart assigns a letter to each Class of Claims against or Interests in SSCE (Debtor 2) for purposes of identifying such Class:

3.1.3                                           The following chart assigns a letter to each Class of Claims against or Interests in Cameo Container (Debtor 3) for purposes of identifying such Class:

(1)          General Unsecured Claims asserted or scheduled against SSCC shall be classified and treated as Class 2E General Unsecured Claims against SSCE.

(2)          The Debtors reserve the right, if and as appropriate, to classify any potential Subordinated Securities Claim against SSCC as either an SSCC Preferred Interest or an SSCC Common Interest, depending on the SSCC Interest on which such Subordinated Securities Claim is based, or in a separate Class of Subordinated Securities Claims.

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3.1.4                                           The following chart assigns a letter to each Class of Claims against or Interests in Calpine Corrugated (Debtor 4) for purposes of identifying such Class:

3.1.5                                           The following chart assigns a letter to each Class of Claims against or Interests in SSPRI (Debtor 5) for purposes of identifying such Class:

3.1.6                                           The following chart assigns a letter to each Class of Claims against or Interests in the Non-Operating Debtors (United States) (Debtors 6 through 14) for purposes of identifying such Class:

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3.1.7                                           The following chart assigns a letter to each Class of Claims against or Interests in SSC Canada (Debtor 15) for purposes of identifying such Class:

3.1.8                                           The following chart assigns a letter to each Class of Claims against or Interests in Smurfit-MBI (Debtor 16) for purposes of identifying such Class:

3.1.9                                           The following chart assigns a letter to each Class of Claims against or Interests in MBI Limited (Debtor 17) for purposes of identifying such Class:

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3.1.10                                     [Intentionally Omitted]

3.1.11                                     The following chart assigns a letter to each Class of Claims against or Interests in B.C. Shipper Supplies Ltd. (Debtor 19) for purposes of identifying such Class:

3.1.12                                     The following chart assigns a letter to each Class of Claims against or Interests in Francobec Company (Debtor 20) for purposes of identifying such Class:

3.1.1                                           The following chart assigns a letter to each Class of Claims against or Interests in 3083527 Nova Scotia Company (Debtor 21) for purposes of identifying such Class:

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3.1.2                                           The following chart assigns a letter to each Class of Claims against or Interests in the Non-Operating Debtors (Canada) (Debtors 22 through 25) for purposes of identifying such Class:

3.2                                 Classification and Treatment of Claims Against and Interests in SSCC (Debtor 1).

3.2.1                                           Class 1A: Priority Non-Tax Claims Against SSCC.

(a)                                  Classification:  Class 1A consists of all Priority Non-Tax Claims against SSCC.

(b)                                 Treatment:  Except to the extent that a Holder of an Allowed Claim in Class 1A has agreed in writing to a different treatment (in which event such other writing will govern), each Holder of an Allowed Claim in Class 1A that is due and payable on or before the Effective Date shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for, such Claim, at the election of the Debtors, (i) cash equal to the amount of such Allowed Claim in Class 1A in accordance with Section 1129(a)(9) of the Bankruptcy Code, on the later of (a) the Effective Date (or as soon as reasonably practicable thereafter) and (b) the first Distribution Date after such Priority Non-Tax Claim in Class 1A becomes an Allowed Claim, or as soon thereafter as is practicable, or (ii) such other treatment required to render such Allowed Priority Non-Tax Claim Unimpaired pursuant to Section 1124 of the Bankruptcy Code.  All Allowed Claims in Class 1A which are not due and payable on or before the Effective Date shall be paid by the Reorganized Debtors when such claims become due and payable in the ordinary course of business in accordance with the terms thereof.

(c)                                  Voting:  Priority Non-Tax Claims in Class 1A are Unimpaired.  Each Holder of an Allowed Priority Non-Tax Claim in Class 1A shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

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3.2.2                                           Class 1B: Other Secured Claims Against SSCC.

(a)                                  Classification:  Class 1B consists of all Other Secured Claims against SSCC.

(b)                                 Treatment:  On or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date or (ii) the first Distribution Date after such Other Secured Claim becomes an Allowed Other Secured Claim, each Holder of an Allowed Other Secured Claim in Class 1B, if any, shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for such Allowed Other Secured Claim, at the election of the Debtors, either (a) Reinstatement of such Allowed Other Secured Claim pursuant to Section 1124 of the Bankruptcy Code; (b) payment of such Allowed Other Secured Claim in full in cash; (c) satisfaction of such Allowed Other Secured Claim through the surrender of the collateral securing such Claim and the payment of any interest required to be paid under Section 506(b) of the Bankruptcy Code; or (d) such treatment in accordance with Section 1129(b) of the Bankruptcy Code as may be determined by the Bankruptcy Court.  The Debtors’ failure to object to the allowance of any Other Secured Claim in Class 1B during the course of the Chapter 11 Cases shall be without prejudice to the rights of the Debtors or the Reorganized Debtors to contest or otherwise defend against such Claim in the appropriate forum when and if such Other Secured Claim is sought to be enforced by the Holder of such Claim.  Nothing in the Plan shall preclude the Debtors or Reorganized Debtors from challenging the validity of any alleged Lien on any asset of any Debtor or Reorganized Debtor or the value of any such collateral.

(c)                                  Voting:  Other Secured Claims in Class 1B are Unimpaired.  Each Holder of an Allowed Other Secured Claim in Class 1B shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

3.2.3                                           Class 1C: Prepetition Lender Claims Against SSCC.

(a)                                  Classification:  Class 1C consists of all Prepetition Lender Claims against SSCC.

(b)                                 Treatment:  On or as soon as reasonably practicable after the Effective Date, in full and complete satisfaction, settlement, release and discharge of such Claim, each Holder of an Allowed Prepetition Lender Claim shall receive a cash payment of 100% of the principal amount of such Allowed Prepetition Lender Claim, plus any accrued but unpaid interest thereon payable at the applicable non-default interest rate under the Prepetition Credit Documents and 100% of all reasonable unpaid or unreimbursed fees, costs and expenses payable to such Holder under the Prepetition Credit Documents.  In addition, (i) on the Effective Date, each Prepetition Revolving Facility Letter of Credit shall, in the Debtors’ discretion, in consultation with the Committee, either be (x) returned to the issuer undrawn and marked canceled, (y) cash collateralized in accordance with the terms of the Prepetition Credit Agreement with cash in an amount equal to 105% of the face amount of such Prepetition Revolving Facility Letter of Credit, or (z) collateralized with back-to-back letters of credit issued under the Exit Facilities in an amount equal to 105% of the face amount of such Prepetition Revolving Facility Letter of Credit and in form and substance acceptable to the issuer thereof and the Prepetition Agent; and (ii) the reasonable fees and expenses of counsel and financial advisors to the Prepetition Agent that were incurred prior to the Effective Date in accordance

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with the terms of the DIP Facility Order shall be paid not later than thirty (30) days after the Effective Date.

(c)                                  Voting:  Prepetition Lender Claims in Class 1C are Impaired.  Each Holder of an Allowed Prepetition Lender Claim in Class 1C shall be entitled to vote (excluding, for voting purposes only, any Claim for unreimbursed fees, costs and expenses) to accept or reject the Plan.

(d)                                 Allowance:  The Prepetition Lender Claims in Class 1C shall be Allowed pursuant to this Plan in the aggregate principal amount thereof, plus any accrued but unpaid interest thereon payable at the non-default interest rate under the Prepetition Credit Agreement and other amounts set forth in Section 3.2.3(b), and shall not be subject to objection, challenge, deduction or offset.

3.2.4                                           [Intentionally Omitted].

3.2.5                                           Class 1E: Intercompany Claims Against SSCC.

(a)                                  Classification:  Class 1E consists of all Intercompany Claims against SSCC.

(b)                                 Treatment:  Holders of Allowed Intercompany Claims against SSCC shall not be entitled to receive or retain any monetary distributions or other property on account of such Claims under the Plan.  Pursuant to the Plan, all Allowed Intercompany Claims against SSCC shall be deemed settled, cancelled and extinguished on the Effective Date; provided, however, that any Allowed Intercompany Claim against SSCC may be Reinstated, in full or in part, to the extent the Debtors determine to be advisable in order to avoid the incurrence of any past, present or future tax or similar liabilities by SSCC or any Reorganized Debtor, or for any other reason.

(c)                                  Voting:  Intercompany Claims in Class 1E are Impaired.  The Debtors, as the Plan Proponents and the Holders of Intercompany Claims in Class 1E, shall be deemed to have accepted the Plan and votes to accept or reject the Plan shall not be solicited from the Debtors in their capacities as the Holders of Intercompany Claims in Class 1E.

3.2.6                                           Class 1F: SSCC Preferred Interests.

(a)                                  Classification:  Class 1F consists of all SSCC Preferred Interests.

(b)                                 Treatment:  On the Effective Date, all SSCC Preferred Interests that are outstanding as of the Effective Date shall be extinguished, cancelled and discharged, and on or as soon as reasonably practicable after the Effective Date each Holder of an Allowed SSCC Preferred Interest shall receive a Pro Rata Share of (i) the New SSCC Common Stock Class 1F Pool and (ii) any shares to be distributed to Holders of SSCC Preferred Interests pursuant to Section 8.16.3(ii) of this Plan.(3)

(3)          In the event that the Debtors separately classify any Subordinated Securities Claims against SSCC, any such Claims shall be extinguished, cancelled and discharged as of the Effective Date, and any Holders thereof shall receive no distribution in respect of such Claims, pursuant to Section 1129(b)(2)(C) of the Bankruptcy Code.

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(c)                                  Voting:  SSCC Preferred Interests are Impaired.  Each Holder of an SSCC Preferred Interest in Class 1F shall be entitled to vote to accept or reject the Plan pursuant to the Settlement Motion and related documents.

3.2.7                                           Class 1G: SSCC Common Interests.

(a)                                  Classification:  Class 1G consists of all SSCC Common Interests.

(b)                                 Treatment:  On the Effective Date, all SSCC Common Interests that are outstanding as of the Effective Date shall be extinguished, cancelled and discharged, and on or as soon as reasonably practicable after the Effective Date each Holder of an Allowed SSCC Common Interest shall receive a Pro Rata Share of (i) the New SSCC Common Stock Class 1G Pool and (ii) any shares to be distributed to Holders of SSCC Common Interests pursuant to Section 8.16.3(iii) of this Plan.

(c)                                  Voting:  SSCC Common Interests are Impaired.  Each Holder of an SSCC Common Interest in Class 1G shall be conclusively deemed to have rejected the Plan and, accordingly, shall not be entitled to vote to accept or reject the Plan.

3.3                                 Classification and Treatment of Claims Against and Interests in SSCE (Debtor 2).

3.3.1                                           Class 2A: Priority Non-Tax Claims Against SSCE.

(a)                                  Classification:  Class 2A consists of all Priority Non-Tax Claims against SSCE.

(b)                                 Treatment:  Except to the extent that a Holder of an Allowed Claim in Class 2A has agreed in writing to a different treatment (in which event such other writing will govern), each Holder of an Allowed Claim in Class 2A that is due and payable on or before the Effective Date shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for, such Claim, at the election of the Debtors, (i) cash equal to the amount of such Allowed Claim in Class 2A in accordance with Section 1129(a)(9) of the Bankruptcy Code, on the later of (a) the Effective Date (or as soon as reasonably practicable thereafter) and (b) the first Distribution Date after such Priority Non-Tax Claim in Class 2A becomes an Allowed Claim, or as soon thereafter as is practicable, or (ii) such other treatment required to render such Allowed Priority Non-Tax Claim Unimpaired pursuant to Section 1124 of the Bankruptcy Code.  All Allowed Claims in Class 2A which are not due and payable on or before the Effective Date shall be paid by the Reorganized Debtors when such claims become due and payable in the ordinary course of business in accordance with the terms thereof.

(c)                                  Voting:  Priority Non-Tax Claims in Class 2A are Unimpaired.  Each Holder of an Allowed Priority Non-Tax Claim in Class 2A shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

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3.3.2                                           Class 2B: Other Secured Claims Against SSCE.

(a)                                  Classification:  Class 2B consists of all Other Secured Claims against SSCE.

(b)                                 Treatment:  Treatment:  On or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date or (ii) the first Distribution Date after such Other Secured Claim becomes an Allowed Other Secured Claim, each Holder of an Allowed Other Secured Claim in Class 2B shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for such Allowed Other Secured Claim, at the election of the Debtors, either (a) Reinstatement of such Allowed Other Secured Claim pursuant to Section 1124 of the Bankruptcy Code; (b) payment of such Allowed Other Secured Claim in full in cash; (c) satisfaction of such Allowed Other Secured Claim through the surrender of the collateral securing such Claim and the payment of any interest required to be paid under Section 506(b) of the Bankruptcy Code; or (d) such treatment in accordance with Section 1129(b) of the Bankruptcy Code as may be determined by the Bankruptcy Court.  The Debtors’ failure to object to the allowance of any Other Secured Claim in Class 2B during the course of the Chapter 11 Cases shall be without prejudice to the rights of the Debtors or the Reorganized Debtors to contest or otherwise defend against such Claim in the appropriate forum when and if such Other Secured Claim is sought to be enforced by the Holder of such Claim.  Nothing in the Plan shall preclude the Debtors or Reorganized Debtors from challenging the validity of any alleged Lien on any asset of any Debtor or Reorganized Debtor or the value of any such collateral.

(c)                                  Voting:  Other Secured Claims in Class 2B are Unimpaired.  Each Holder of an Allowed Other Secured Claim in Class 2B shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

3.3.3                                           Class 2C: Prepetition Lender Claims Against SSCE.

(a)                                  Classification:  Class 2C consists of all Prepetition Lender Claims against SSCE.

(b)                                 Treatment:  On or as soon as reasonably practicable after the Effective Date, in full and complete satisfaction, settlement, release and discharge of such Claim, each Holder of an Allowed Prepetition Lender Claim shall receive a cash payment of 100% of the principal amount of such Allowed Prepetition Lender Claim, plus any accrued but unpaid interest thereon payable at the applicable non-default interest rate under the Prepetition Credit Documents and 100% of all reasonable unpaid or unreimbursed fees, costs and expenses payable to such Holder under the Prepetition Credit Documents.  In addition, (i) on the Effective Date, each Prepetition Revolving Facility Letter of Credit shall, in the Debtors’ discretion, in consultation with the Committee, either be (x) returned to the issuer undrawn and marked canceled, (y) cash collateralized in accordance with the terms of the Prepetition Credit Agreement with cash in an amount equal to 105% of the face amount of such Prepetition Revolving Facility Letter of Credit, or (z) collateralized with back-to-back letters of credit issued under the Exit Facilities in an amount equal to 105% of the face amount of such Prepetition Revolving Facility Letter of Credit and in form and substance acceptable to the issuer thereof and the Prepetition Agent; and (ii) the reasonable fees and expenses of counsel and financial advisors to the Prepetition Agent that were incurred prior to the Effective Date in accordance

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with the terms of the DIP Facility Order shall be paid not later than thirty (30) days after the Effective Date.

(c)                                  Voting:  Prepetition Lender Claims in Class 2C are Impaired.  Each Holder of an Allowed Prepetition Lender Claim in Class 2C shall be entitled to vote (excluding, for voting purposes only, any Claim for unreimbursed fees, costs and expenses) to accept or reject the Plan.

(d)                                 Allowance:  The Prepetition Lender Claims in Class 1C shall be Allowed pursuant to this Plan in the aggregate principal amount thereof, plus any accrued but unpaid interest thereon payable at the non-default interest rate under the Prepetition Credit Agreement and other amounts set forth in Section 3.3.3(b), and shall not be subject to objection, challenge, deduction or offset.

3.3.4                                           Class 2D: Convenience Claims Against SSCE.

(a)                                  Classification:  Class 2D consists of all Convenience Claims against SSCE.

(b)                                 Treatment:  On or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date or (ii) the first Distribution Date after such Convenience Claim against SSCE becomes an Allowed Claim, each Holder of an Allowed Convenience Claim against SSCE shall receive, on account of, and in full and complete satisfaction, settlement, release and discharge of, and in exchange for, such Allowed Convenience Claim, the payment of one hundred percent (100%) of such Allowed Convenience Claim in cash.

(c)                                  Convenience Class Election:  Each Holder of a Claim against SSCE that (i) is in an amount greater than $10,000 and (ii) would otherwise be classified as a General Unsecured Claim (other than a Prepetition Noteholder Claim, an Industrial Revenue Bond Claim, or a Hodge Industrial Revenue Bond Claim) against SSCE may elect to have its Claim treated as a Convenience Claim against SSCE by making such election on the Ballot to be provided to the Holders of Impaired Claims entitled to vote to accept or reject the Plan and returning such Ballot to the address specified therein before the Voting Deadline.  Any Convenience Class Election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.  All Convenience Claim Elections submitted before the Voting Deadline shall be final and irrevocable.

(d)                                 Voting:  Convenience Claims in Class 2D are Impaired.  Each Holder of an Allowed Convenience Claim in Class 2D shall be entitled to vote to accept or reject the Plan.

3.3.5                                           Class 2E: General Unsecured Claims Against SSCE.

(a)                                  Classification:  Class 2E consists of all General Unsecured Claims against SSCE.

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(b)                                 Treatment:  On or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date or (ii) the first Distribution Date after such General Unsecured Claim against SSCE becomes an Allowed Claim, each Holder of an Allowed General Unsecured Claim against SSCE shall receive, on account of, and in full and complete satisfaction, settlement, release and discharge of, and in exchange for, such Allowed General Unsecured Claim, its Pro Rata Share of the New SSCC Common Stock Class 2E Pool; provided, that, in accordance with the terms of Section 8.16.4 herein, Holders of Allowed Claims in Class 2E who had previously received distributions of New SSCC Common Stock from the New SSCC Common Stock Class 2E Pool may also receive, on a pro rata basis as of the Final Distribution Date, New SSCC Common Stock previously reserved for the SSCE Distribution Reserve; provided, further, that any Eligible Cash-Out Participant that makes the Cash-Out Election may, to the extent any Cash-Out Payments are made pursuant to Section 6.16 of this Plan, receive on account of, and in full and complete satisfaction, settlement, release and discharge of, and in exchange for, its Allowed General Unsecured Claim against SSCE, the Cash-Out Percentage of such Allowed Claim payable in cash on the Initial Distribution Date.

(c)                                  Cash-Out Election:  Each Eligible Cash-Out Participant may elect to participate in the Cash-Out Auction pursuant to the procedures set forth in Section 6.16 of this Plan by making such election on the Ballot to be provided to the Holders of Impaired Claims entitled to vote to accept or reject the Plan and returning such Ballot to the address specified therein before the Voting Deadline.  Any Cash-Out Election made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any such Claim.  All Cash-Out Elections submitted before the Voting Deadline shall be final and irrevocable.

(d)                                 Voting:  General Unsecured Claims in Class 2E are Impaired.  Each Holder of an Allowed General Unsecured Claim in Class 2E shall be entitled to vote to accept or reject the Plan; provided, however, that the Stone FinCo II Contribution Claim shall be allowed for voting purposes in the amount of $200 million and shall be deemed to vote to reject the Plan.

(e)                                  Allowance:  The Prepetition Noteholder Claims in Class 2E shall be Allowed pursuant to this Plan in the aggregate principal amount of $2.275 billion (plus any accrued but unpaid interest thereon as of the Petition Date), and shall not be subject to objection, challenge, deduction or offset.  The Industrial Revenue Bond Claims in Class 2E shall also be Allowed pursuant to this Plan, in the aggregate principal amount of $105.840 million (plus any accrued but unpaid interest thereon as of the Petition Date), and shall not be subject to objection, challenge, deduction or offset.  All other General Unsecured Claims in Class 2E (including, without limitation, the Hodge Industrial Revenue Bond Claims and the Stone FinCo II Contribution Claim) shall be allowed or disallowed in accordance with Article VIII of this Plan and applicable provisions of the Bankruptcy Code and the Bankruptcy Rules.

3.3.6                                           Class 2F: Intercompany Claims Against SSCE.

(a)                                  Classification:  Class 2F consists of all Intercompany Claims against SSCE (including the Stevenson Industrial Revenue Bonds and the St. Louis County Bonds which are held by SSCE and under which SSCE is the obligor).

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(b)                                 Treatment:  The Holders of Allowed Intercompany Claims against SSCE shall not be entitled to receive or retain any monetary distributions or other property on account of such Claims under the Plan and Allowed Intercompany Claims against SSCE shall be deemed settled, cancelled and extinguished on the Effective Date; provided, however, that any Allowed Intercompany Claim against SSCE may be Reinstated, in full or in part, to the extent the Debtors determine to be advisable in order to avoid the incurrence of any past, present or future tax or similar liabilities by SSCE or any Reorganized Debtor, or for any other reason.

(c)                                  Voting:  Intercompany Claims in Class 2F are Impaired.  The Debtors, as the Plan Proponents and the Holders of Intercompany Claims in Class 2F, shall be deemed to have accepted the Plan and votes to accept or reject the Plan shall not be solicited from the Debtors in their capacities as the Holders of Intercompany Claims in Class 2F.

3.3.7                                           Class 2G:  Interests in SSCE.

(a)                                  Classification:  Class 2G consists of all Interests in SSCE.

(b)                                 Treatment:  As of the Effective Date, each Holder of an Allowed Interest in SSCE shall retain, unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitled the Holder thereof immediately prior to the Effective Date.

(c)                                  Voting:  Interests in Class 2G are Unimpaired.  Each Holder of an Allowed Interest in Class 2G shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

(d)                                 Allowance:  All Interests in SSCE shall be Allowed pursuant to this Plan.

3.4                                 Classification and Treatment of Claims Against and Interests in Cameo Container (Debtor 3).

3.4.1                                           Class 3A: Priority Non-Tax Claims Against Cameo Container.

(a)                                  Classification:  Class 3A consists of all Priority Non-Tax Claims against Cameo Container.

(b)                                 Treatment:  Except to the extent that a Holder of an Allowed Claim in Class 3A has agreed in writing to a different treatment (in which event such other writing will govern), each Holder of an Allowed Claim in Class 3A that is due and payable on or before the Effective Date shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for, such Claim, at the election of the Debtors, (i) cash equal to the amount of such Allowed Claim in Class 3A in accordance with Section 1129(a)(9) of the Bankruptcy Code, on the later of (a) the Effective Date (or as soon as reasonably practicable thereafter) and (b) the first Distribution Date after such Priority Non-Tax Claim in Class 3A becomes an Allowed Claim, or as soon thereafter as is practicable, or (ii) such other treatment required to render such Allowed Priority Non-Tax Claim Unimpaired pursuant to Section 1124 of the Bankruptcy Code.  All Allowed Claims in Class 3A which are not due and payable on or

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before the Effective Date shall be paid by the Reorganized Debtors when such claims become due and payable in the ordinary course of business in accordance with the terms thereof.

(c)                                  Voting:  Priority Non-Tax Claims in Class 3A are Unimpaired.  Each Holder of an Allowed Priority Non-Tax Claims in Class 3A shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

3.4.2                                           Class 3B:  Other Secured Claims Against Cameo Container.

(a)                                  Classification:  Class 3B consists of all Other Secured Claims against Cameo Container.

(b)                                 Treatment:  On or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date or (ii) the first Distribution Date after such Other Secured Claim becomes an Allowed Other Secured Claim, each Holder of an Allowed Other Secured Claim in Class 3B, if any, shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for such Allowed Other Secured Claim, at the election of the Debtors, either (a) Reinstatement of such Allowed Other Secured Claim pursuant to Section 1124 of the Bankruptcy Code; (b) payment of such Allowed Other Secured Claim in full in cash; (c) satisfaction of such Allowed Other Secured Claim through the surrender of the collateral securing such Claim and the payment of any interest required to be paid under Section 506(b) of the Bankruptcy Code; or (d) such treatment in accordance with Section 1129(b) of the Bankruptcy Code as may be determined by the Bankruptcy Court.  The Debtors’ failure to object to the allowance of any Other Secured Claim in Class 3B during the course of the Chapter 11 Cases shall be without prejudice to the rights of the Debtors or the Reorganized Debtors to contest or otherwise defend against such Claim in the appropriate forum when and if such Other Secured Claim is sought to be enforced by the Holder of such Claim.  Nothing in the Plan shall preclude the Debtors or Reorganized Debtors from challenging the validity of any alleged Lien on any asset of any Debtor or Reorganized Debtor or the value of any such collateral.

(c)                                  Voting:  Other Secured Claims in Class 3B are Unimpaired.  Each Holder of an Allowed Other Secured Claim in Class 3B shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

3.4.3                                           Class 3C: General Unsecured Claims Against Cameo Container.

(a)                                  Classification:  Class 3C consists of all General Unsecured Claims against Cameo Container.

(b)                                 Treatment:  On or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date or (ii) the first Distribution Date after such General Unsecured Claim becomes an Allowed Claim, each Holder of an Allowed General Unsecured Claim against Cameo Container shall receive, on account of, and in full and complete satisfaction, settlement, release and discharge of, and in exchange for, such Allowed General

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Unsecured Claim, the payment of one hundred percent (100%) of such Allowed General Unsecured Claim in cash.

(c)                                  Voting:  General Unsecured Claims in Class 3C are Impaired.  Each Holder of an Allowed General Unsecured Claim in Class 3C shall be entitled to vote to accept or reject the Plan.

3.4.4                                           Class 3D: Intercompany Claims Against Cameo Container.

(a)                                  Classification:  Class 3D consists of all Intercompany Claims against Cameo Container.

(b)                                 Treatment:  Holders of Allowed Intercompany Claims against Cameo Container shall not be entitled to receive or retain any monetary distributions or other property on account of such Claims under the Plan.  Pursuant to the Plan, all Allowed Intercompany Claims against Cameo Container shall be deemed settled, cancelled and extinguished on the Effective Date; provided, however, that any Allowed Intercompany Claim against Cameo Container may be Reinstated, in full or in part, to the extent the Debtors determine to be advisable in order to avoid the incurrence of any past, present or future tax or similar liabilities by Cameo Container or any Reorganized Debtor, or for any other reason.

(c)                                  Voting:  Intercompany Claims in Class 3D are Impaired.  The Debtors, as the Plan Proponents and the Holders of Intercompany Claims in Class 3D, shall be deemed to have accepted the Plan and votes to accept or reject the Plan shall not be solicited from the Debtors in their capacities as the Holders of Intercompany Claims in Class 3D.

3.4.5                                           Class 3E:  Interests in Cameo Container.

(a)                                  Classification:  Class 3E consists of all Interests in Cameo Container.

(b)                                 Treatment:  As of the Effective Date, each Holder of an Allowed Interest in Cameo Container shall retain, unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitled the Holder thereof immediately prior to the Effective Date.

(c)                                  Voting:  Interests in Class 3E are Unimpaired.  Each Holder of an Allowed Interest in Class 3E shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

(d)                                 Allowance:  All Interests in Cameo Container shall be Allowed pursuant to this Plan.

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3.5                                 Classification and Treatment of Claims Against and Interests in Calpine Corrugated (Debtor 4)

3.5.1                                           Class 4A: Priority Non-Tax Claims Against Calpine Corrugated.

(a)                                  Classification:  Class 4A consists of all Priority Non-Tax Claims against Calpine Corrugated.

(b)                                 Treatment:  Except to the extent that a Holder of an Allowed Claim in Class 4A has agreed in writing to a different treatment (in which event such other writing will govern), each Holder of an Allowed Claim in Class 4A that is due and payable on or before the Effective Date shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for, such Claim, at the election of the Debtors, (i) cash equal to the amount of such Allowed Claim in Class 4A in accordance with Section 1129(a)(9) of the Bankruptcy Code, on the later of (a) the Effective Date (or as soon as reasonably practicable thereafter) and (b) the first Distribution Date after such Priority Non-Tax Claim in Class 4A becomes an Allowed Claim, or as soon thereafter as is practicable, or (ii) such other treatment required to render such Allowed Priority Non-Tax Claim Unimpaired pursuant to Section 1124 of the Bankruptcy Code.  All Allowed Claims in Class 4A which are not due and payable on or before the Effective Date shall be paid by the Reorganized Debtors when such claims become due and payable in the ordinary course of business in accordance with the terms thereof.

(c)                                  Voting:  Priority Non-Tax Claims in Class 4A are Unimpaired.  Each Holder of an Allowed Priority Non-Tax Claims in Class 4A shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

3.5.2                                           Class 4B:  Other Secured Claims Against Calpine Corrugated.

(a)                                  Classification:  Class 4B consists of all Other Secured Claims against Calpine Corrugated.

(b)                                 Treatment:  On or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date or (ii) the first Distribution Date after such Other Secured Claim becomes an Allowed Other Secured Claim, each Holder of an Allowed Other Secured Claim in Class 4B, if any, shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for such Allowed Other Secured Claim, at the election of the Debtors, either (a) Reinstatement of such Allowed Other Secured Claim pursuant to Section 1124 of the Bankruptcy Code; (b) payment of such Allowed Other Secured Claim in full in cash; (c) satisfaction of such Allowed Other Secured Claim through the surrender of the collateral securing such Claim and the payment of any interest required to be paid under Section 506(b) of the Bankruptcy Code; or (d) such treatment in accordance with Section 1129(b) of the Bankruptcy Code as may be determined by the Bankruptcy Court.  The Debtors’ failure to object to the allowance of any Other Secured Claim in Class 4B during the course of the Chapter 11 Cases shall be without prejudice to the rights of the Debtors or the Reorganized Debtors to contest or otherwise defend against such Claim in the appropriate forum when and if such Other Secured Claim is sought to be enforced by the Holder of such Claim.  Nothing in the Plan shall preclude the Debtors or Reorganized Debtors from challenging the validity of any alleged Lien on any asset of any Debtor or Reorganized Debtor or the value of any such collateral.

(c)                                  Voting:  Other Secured Claims in Class 4B are Unimpaired.  Each Holder of an Allowed Other Secured Claim in Class 4B shall be conclusively deemed to have

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accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

3.5.3                                           Class 4C: Union Bank Claims Against Calpine Corrugated.

(a)                                  Classification:  Class 4C consists of all Union Bank Claims against Calpine Corrugated.

(b)                                 Treatment:  On the Effective Date, each Holder of an Allowed Union Bank Claim shall receive, on account of, and in full and complete satisfaction, settlement, release and discharge of, and in exchange for, such Allowed Union Bank Claim, payment of the principal amount of such Allowed Union Bank Claim in full in cash, plus any accrued but unpaid interest thereon payable at the non-default interest rate under the Union Bank Credit Agreement.  In addition, the reasonable fees and expenses of counsel and financial advisors to Union Bank that were incurred prior to the Effective Date shall be paid by the Debtors or the Reorganized Debtors not later than thirty (30) days after the Effective Date.

(c)                                  Voting:  Union Bank Claims in Class 4C are Impaired.  Each Holder of an Allowed Union Bank Claim in Class 4C shall be entitled to vote to accept or reject the Plan.

(d)                                 Allowance:  The Union Bank Claims in Class 4C shall be Allowed pursuant to this Plan in the aggregate principal amount thereof as of the Petition Date, plus any accrued but unpaid interest thereon payable at the non-default interest rate under the Union Bank Credit Agreement, and shall not be subject to objection, challenge, deduction or offset.

3.5.4                                           Class 4D: CIT Group Claims Against Calpine Corrugated.

(a)                                  Classification:  Class 4D consists of all CIT Group Claims against Calpine Corrugated.

(b)                                 Treatment:  On the Effective Date, each Holder of an Allowed CIT Group Claim shall receive, on account of, and in full and complete satisfaction, settlement, release and discharge of, and in exchange for, such Allowed CIT Group Claim, payment of the principal amount of such Allowed CIT Group Claim in full in cash, plus any accrued but unpaid interest thereon payable at the non-default interest rate under the CIT Group Credit Agreement.  In addition, the reasonable fees and expenses of counsel and financial advisors to CIT Group that were incurred prior to the Effective Date shall be paid by the Debtors or the Reorganized Debtors not later than thirty (30) days after the Effective Date.

(c)                                  Voting:  CIT Group Claims in Class 4D are Impaired.  Each Holder of an Allowed CIT Group Claim in Class 4D shall be entitled to vote to accept or reject the Plan.

(d)                                 Allowance:  The CIT Group Claims in Class 4D shall be Allowed pursuant to this Plan in the aggregate principal amount thereof as of the Petition Date, plus any accrued but unpaid interest thereon payable at the non-default interest rate under the CIT Group Credit Agreement, and shall not be subject to objection, challenge, deduction or offset.

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3.5.5                                           Class 4E:  General Unsecured Claims Against Calpine Corrugated.

(a)                                  Classification:  Class 4E consists of all General Unsecured Claims against Calpine Corrugated.

(b)                                 Treatment:  On or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date or (ii) the first Distribution Date after such General Unsecured Claim becomes an Allowed Claim, each Holder of an Allowed General Unsecured Claim against Calpine Corrugated shall receive, on account of, and in full and complete satisfaction, settlement, release and discharge of, and in exchange for, such Allowed General Unsecured Claim, the payment of one hundred percent (100%) of such Allowed General Unsecured Claim in cash.

(c)                                  Voting:  General Unsecured Claims in Class 4E are Impaired.  Each Holder of an Allowed General Unsecured Claim in Class 4E shall be entitled to vote to accept or reject the Plan.

3.5.6                                           Class 4F:  Intercompany Claims Against Calpine Corrugated.

(a)                                  Classification:  Class 4F consists of all Intercompany Claims against Calpine Corrugated.

(b)                                 Treatment:  Holders of Allowed Intercompany Claims against Calpine Corrugated shall not be entitled to receive or retain any monetary distributions or other property on account of such Claims under the Plan and, pursuant to the Plan, all Allowed Intercompany Claims against Calpine Corrugated shall be deemed settled, cancelled and extinguished on the Effective Date; provided, however, that any Allowed Intercompany Claim against Calpine Corrugated may be Reinstated, in full or in part, to the extent the Debtors determine to be advisable in order to avoid the incurrence of any past, present or future tax or similar liabilities by Calpine Corrugated or any Reorganized Debtor, or for any other reason.

(c)                                  Voting:  Intercompany Claims in Class 4F are Impaired.  The Debtors, as the Plan Proponents and the Holders of Intercompany Claims in Class 4F, shall be deemed to have accepted the Plan and votes to accept or reject the Plan shall not be solicited from the Debtors in their capacities as the Holders of Intercompany Claims in Class 4F.

3.5.7                                           Class 4G: Interests in Calpine Corrugated.

(a)                                  Classification:  Class 4G consists of all Interests in Calpine Corrugated.

(b)                                 Treatment:  On the Effective Date, all Interests in Calpine Corrugated that are outstanding as of the Effective Date shall be extinguished, cancelled and discharged.  Holders of Interests in Calpine Corrugated shall not be entitled to receive or retain any monetary distributions or other property on account of such Interests under the Plan.

(c)                                  Voting:  Interests in Calpine Corrugated are Impaired.  Each Holder of an Interest in Calpine Corrugated shall be conclusively deemed to have rejected the Plan and, accordingly, shall not be entitled to vote to accept or reject the Plan.

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(d)                                 Allowance.  All Interests in Calpine Corrugated shall be Allowed pursuant to this Plan.

3.6                                 Classification and Treatment of Claims Against and Interests in SSPRI (Debtor 5)

3.6.1                                           Class 5A: Priority Non-Tax Claims Against SSPRI.

(a)                                  Classification:  Class 5A consists of all Priority Non-Tax Claims against SSPRI.

(b)                                 Treatment:  Except to the extent that a Holder of an Allowed Claim in Class 5A has agreed in writing to a different treatment (in which event such other writing will govern), each Holder of an Allowed Claim in Class 5A that is due and payable on or before the Effective Date shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for, such Claim, at the election of the Debtors, (i) cash equal to the amount of such Allowed Claim in Class 5A in accordance with Section 1129(a)(9) of the Bankruptcy Code, on the later of (a) the Effective Date (or as soon as reasonably practicable thereafter) and (b) the first Distribution Date after such Priority Non-Tax Claim in Class 5A becomes an Allowed Claim, or as soon thereafter as is practicable, or (ii) such other treatment required to render such Allowed Priority Non-Tax Claim Unimpaired pursuant to Section 1124 of the Bankruptcy Code.  All Allowed Claims in Class 5A which are not due and payable on or before the Effective Date shall be paid by the Reorganized Debtors when such claims become due and payable in the ordinary course of business in accordance with the terms thereof.

(c)                                  Voting:  Priority Non-Tax Claims in Class 5A are Unimpaired.  Each Holder of an Allowed Priority Non-Tax Claims in Class 5A shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

3.6.2                                           Class 5B:  Other Secured Claims Against SSPRI.

(a)                                  Classification:  Class 5B consists of all Other Secured Claims against SSPRI.

(b)                                 Treatment:  On or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date or (ii) the first Distribution Date after such Other Secured Claim becomes an Allowed Other Secured Claim, each Holder of an Allowed Other Secured Claim in Class 5B, if any, shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for such Allowed Other Secured Claim, at the election of the Debtors, either (a) Reinstatement of such Allowed Other Secured Claim pursuant to Section 1124 of the Bankruptcy Code; (b) payment of such Allowed Other Secured Claim in full in cash; (c) satisfaction of such Allowed Other Secured Claim through the surrender of the collateral securing such Claim and the payment of any interest required to be paid under Section 506(b) of the Bankruptcy Code; or (d) such treatment in accordance with Section 1129(b) of the Bankruptcy Code as may be determined by the Bankruptcy Court.  The Debtors’ failure to object to the allowance of any Other Secured Claim in Class 5B during the course of the Chapter 11 Cases shall be without prejudice to the rights of the Debtors or the Reorganized Debtors to contest or otherwise defend against such Claim in the appropriate forum

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when and if such Other Secured Claim is sought to be enforced by the Holder of such Claim.  Nothing in the Plan shall preclude the Debtors or Reorganized Debtors from challenging the validity of any alleged Lien on any asset of any Debtor or Reorganized Debtor or the value of any such collateral.

(c)                                  Voting:  Other Secured Claims in Class 5B are Unimpaired.  Each Holder of an Allowed Other Secured Claim in Class 5B shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

3.6.3                                           Class 5C: General Unsecured Claims Against SSPRI.

(a)                                  Classification:  Class 5C consists of all General Unsecured Claims against SSPRI.

(b)                                 Treatment:  On or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date or (ii) the first Distribution Date after such General Unsecured Claim becomes an Allowed Claim, each Holder of an Allowed General Unsecured Claim against SSPRI shall receive, on account of, and in full and complete satisfaction, settlement, release and discharge of, and in exchange for, such Allowed General Unsecured Claim, the payment of one hundred percent (100%) of such Allowed General Unsecured Claim in cash.

(c)                                  Voting:  General Unsecured Claims in Class 5C are Impaired.  Each Holder of an Allowed General Unsecured Claim in Class 5C shall be entitled to vote to accept or reject the Plan.

3.6.4                                           Class 5D: Intercompany Claims Against SSPRI.

(a)                                  Classification:  Class 5D consists of all Intercompany Claims against SSPRI.

(b)                                 Treatment:  Holders of Allowed Intercompany Claims against SSPRI shall not be entitled to receive or retain any monetary distributions or other property on account of such Claims under the Plan.  Pursuant to the Plan, all Allowed Intercompany Claims against SSPRI shall be deemed settled, cancelled and extinguished on the Effective Date; provided, however, that any Allowed Intercompany Claim against SSPRI may be Reinstated, in full or in part, to the extent the Debtors determine to be advisable in order to avoid the incurrence of any past, present or future tax or similar liabilities by SSPRI or any Reorganized Debtor, or for any other reason.

(c)                                  Voting:  Intercompany Claims in Class 5D are Impaired.  The Debtors, as the Plan Proponents and the Holders of Intercompany Claims in Class 5D, shall be deemed to have accepted the Plan and votes to accept or reject the Plan shall not be solicited from the Debtors in their capacities as the Holders of Intercompany Claims in Class 5D.

3.6.5                                           Class 5E: Interests in SSPRI

(a)                                  Classification:  Class 5E consists of all Interests in SSPRI.

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(b)                                 Treatment:  As of the Effective Date, each Holder of an Allowed Interest in SSPRI shall retain, unaltered, the legal, equitable and contractual rights to which such Interest entitled the Holder thereof immediately prior to the Effective Date.

(c)                                  Voting:  Interests in SSPRI are Unimpaired.  Each Holder of an Allowed Interest in SSPRI shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

3.7                                 Classification and Treatment of Claims Against and Interests in the Non-Operating Debtors (United States) (Debtors 6 through 14).(4)

3.7.1                                           Classes 6A through 14A: Priority Non-Tax Claims Against the Non-Operating Debtors (United States).

(a)                                  Classification:  Classes 6A through 14A consist of all Priority Non-Tax Claims against the Non-Operating Debtors (United States).

(b)                                 Treatment:  Except to the extent that a Holder of an Allowed Claim in Classes 6A through 14A has agreed in writing to a different treatment (in which event such other writing will govern), each Holder of an Allowed Claim in Classes 6A through 14A that is due and payable on or before the Effective Date shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for, such Claim, at the election of the Debtors, (i) cash equal to the amount of such Allowed Claim in Classes 6A through 14A in accordance with Section 1129(a)(9) of the Bankruptcy Code, on the later of (a) the Effective Date (or as soon as reasonably practicable thereafter) and (b) the first Distribution Date after such Priority Non-Tax Claim in Classes 6A through 14A becomes an Allowed Claim, or as soon thereafter as is practicable, or (ii) such other treatment required to render such Allowed Priority Non-Tax Claim Unimpaired pursuant to Section 1124 of the Bankruptcy Code.  All Allowed Claims in Classes 6A through 14A which are not due and payable on or before the Effective Date shall be paid by the Reorganized Debtors when such claims become due and payable in the ordinary course of business in accordance with the terms thereof.

(c)                                  Voting:  Priority Non-Tax Claims in Classes 6A through 14A are Unimpaired.  Each Holder of an Allowed Priority Non-Tax Claims in Classes 6A through 14A shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

(4)          For ease of reference, each of the Classes of Claims or Interests referenced in this Plan beginning with the number: (i) six (6) relate to Claims or Interests, as applicable, against or in Lot 24D Redevelopment Corporation; (ii) seven (7) relate to Claims or Interests, as applicable, against or in Atlanta & Saint Andrews Bay Railway Company; (iii) eight (8) relate to Claims or Interests, as applicable, against or in Stone International Services Corporation; (iv) nine (9) relate to Claims or Interests, as applicable, against or in Stone Global, Inc.; (v) ten (10) relate to Claims or Interests, as applicable, against or in Stone Connecticut Paperboard Properties, Inc.; (vi) eleven (11) relate to Claims or Interests, as applicable, against or in Smurfit Newsprint Corporation; (vii) twelve (12) relate to Claims or Interests, as applicable, against or in SLP Finance I, LLC; (viii) thirteen (13) relate to Claims or Interests, as applicable, against or in SLP Finance II, LLC; and (ix) fourteen (14) relate to Claims or Interests, as applicable, against or in SMBI Inc.

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3.7.2                                           Classes 6B through 14B:  Other Secured Claims Against the Non-Operating Debtors (United States).

(a)                                  Classification:  Classes 6B through 14B consist of all Other Secured Claims against the Non-Operating Debtors (United States).

(b)                                 Treatment:  On or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date or (ii) the first Distribution Date after such Other Secured Claim becomes an Allowed Other Secured Claim, each Holder of an Allowed Other Secured Claim in Classes 6B through 14B, if any, shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for such Allowed Other Secured Claim, at the election of the Debtors, either (a) Reinstatement of such Allowed Other Secured Claim pursuant to Section 1124 of the Bankruptcy Code; (b) payment of such Allowed Other Secured Claim in full in cash; (c) satisfaction of such Allowed Other Secured Claim through the surrender of the collateral securing such Claim and the payment of any interest required to be paid under Section 506(b) of the Bankruptcy Code; or (d) such treatment in accordance with Section 1129(b) of the Bankruptcy Code as may be determined by the Bankruptcy Court.  The Debtors’ failure to object to the allowance of any Other Secured Claim in Classes 6B through 14B during the course of the Chapter 11 Cases shall be without prejudice to the rights of the Debtors or the Reorganized Debtors to contest or otherwise defend against such Claim in the appropriate forum when and if such Other Secured Claim is sought to be enforced by the Holder of such Claim.  Nothing in the Plan shall preclude the Debtors or Reorganized Debtors from challenging the validity of any alleged Lien on any asset of any Debtor or Reorganized Debtor or the value of any such collateral.

3.7.3                                           Voting:  Other Secured Claims in Classes 6B through 14B are Unimpaired.  Each Holder of an Allowed Other Secured Claim in Classes 6B through 14B shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan

3.7.4                                           Classes 6C through 14C:  General Unsecured Claims Against the Non-Operating Debtors (United States).

(a)                                  Classification:  Classes 6C through 14C consist of all General Unsecured Claims against the Non-Operating Debtors (United States).

(b)                                 Treatment:  Holders of General Unsecured Claims against the Non-Operating Debtors (United States) shall not be entitled to receive or retain any monetary distributions or other property on account of such Claims under the Plan.  Pursuant to the Plan, all Allowed General Unsecured Claims against the Non-Operating Debtors (United States) shall be deemed settled, cancelled and extinguished on the Effective Date.

(c)                                  Voting:  General Unsecured Claims in Classes 6C through 14C are Impaired.  Each Holder of an Allowed General Unsecured Claim in Classes 6C through 14C shall be conclusively deemed to have rejected the Plan and, accordingly, shall not be entitled to vote to accept or reject the Plan.

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3.7.5                                           Classes 6D through 14D: Intercompany Claims Against the Non-Operating Debtors (United States).

(a)                                  Holders of Allowed Intercompany Claims against the Non-Operating Debtors (United States)  shall not be entitled to receive or retain any monetary distributions or other property on account of such Claims under the Plan.  Pursuant to the Plan, all Intercompany Claims against the Non-Operating Debtors (United States)  shall be deemed settled, cancelled and extinguished on the Effective Date; provided, however, that any Allowed Intercompany Claim against the Non-Operating Debtors (United States)  may be Reinstated, in full or in part, to the extent the Debtors determine to be advisable in order to avoid the incurrence of any past, present or future tax or similar liabilities by the Non-Operating Debtors (United States) or any Reorganized Debtor, or for any other reason.

(b)                                 Voting:  Intercompany Claims in Classes 6D through 14D are Impaired.  The Debtors, as the Plan Proponents and the Holders of Intercompany Claims in Classes 6D through 14D, shall be deemed to have accepted the Plan and votes to accept or reject the Plan shall not be solicited from the Debtors in their capacities as the Holders of Intercompany Claims in Classes 6D through 14D.

3.7.6                                           Classes 6E through 14E: Interests in the Non-Operating Debtors (United States).

(a)                                  Classification:  Classes 6E through 14E consist of all Interests in the Non-Operating Debtors (United States).

(b)                                 Treatment:  As of the Effective Date, each Holder of an Allowed Interest in the Non-Operating Debtors (United States) shall retain, unaltered, the legal, equitable and contractual rights to which such Interest entitled the Holder thereof immediately prior to the Effective Date.

(c)                                  Voting:  Interests in the Non-Operating Debtors (United States) are Unimpaired.  Each Holder of an Allowed Interest in the Non-Operating Debtors (United States) shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

3.8                                 Classification and Treatment of Claims Against and Interests in SSC Canada (Debtor 15).

3.8.1                                           Class 15A: Priority Non-Tax Claims Against SSC Canada.

(a)                                  Classification:  Class 15A consists of all Priority Non-Tax Claims against SSC Canada.

(b)                                 Treatment:  Except to the extent that a Holder of an Allowed Claim in Class 15A has agreed in writing to a different treatment (in which event such other writing will govern), each Holder of an Allowed Claim in Class 15A that is due and payable on or before the Effective Date shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for, such Claim, at the election of the Debtors, (i) cash equal to the amount of such Allowed Claim in Class 15A in accordance with Section 1129(a)(9) of the

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Bankruptcy Code, on the later of (a) the Effective Date (or as soon as reasonably practicable thereafter) and (b) the first Distribution Date after such Priority Non-Tax Claim in Class 15A becomes an Allowed Claim, or as soon thereafter as is practicable, or (ii) such other treatment required to render such Allowed Priority Non-Tax Claim Unimpaired pursuant to Section 1124 of the Bankruptcy Code.  All Allowed Claims in Class 15A which are not due and payable on or before the Effective Date shall be paid by the Reorganized Debtors when such claims become due and payable in the ordinary course of business in accordance with the terms thereof.

(c)                                  Voting:  Priority Non-Tax Claims in Class 15A are Unimpaired.  Each Holder of an Allowed Priority Non-Tax Claims in Class 15A shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

3.8.2                                           Class 15B: Other Secured Claims Against SSC Canada.

(a)                                  Classification:  Class 15B consists of all Other Secured Claims against SSC Canada.

(b)                                 Treatment:  On or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date or (ii) the first Distribution Date after such Other Secured Claim becomes an Allowed Other Secured Claim, each Holder of an Allowed Other Secured Claim in Class 15B, if any, shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for such Allowed Other Secured Claim, payment of such Allowed Other Secured Claim in full in cash (plus any accrued but unpaid interest required to be paid under applicable non-bankruptcy law and Section 506(b) of the Bankruptcy Code).

(c)                                  Voting:  Other Secured Claims in Class 15B are Impaired.  Each Holder of an Allowed Other Secured Claim in Class 15B shall be entitled to vote to accept or reject the Plan.

3.8.3                                           Class 15C: Prepetition Canadian Lender Claims Against SSC Canada.

(a)                                  Classification:  Class 15C consists of all Prepetition Canadian Lender Claims against SSC Canada.

(b)                                 Treatment:  On or as soon as reasonably practicable after the Effective Date, in full and complete satisfaction, settlement, release and discharge of such Claim, each Holder of an Allowed Prepetition Canadian Lender Claim shall receive a cash payment of 100% of the principal amount of such Allowed Prepetition Canadian Lender Claim, plus any accrued but unpaid interest thereon payable at the applicable non-default interest rate under the Prepetition Credit Documents and 100% of all reasonable unpaid or unreimbursed fees, costs and expenses payable to such Holder under the Prepetition Credit Documents.  In addition, (i) on the Effective Date, each Prepetition Canadian Revolving Facility Letter of Credit shall, in the Debtors’ discretion, in consultation with the Committee and the CCAA Monitor, either be (x) returned to the issuer undrawn and marked canceled, (y) cash collateralized in accordance with the terms of the Prepetition Credit Agreement with cash in an amount equal to 105% of the face amount of such Prepetition Canadian Revolving Facility Letter of Credit, or (z) collateralized

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with back-to-back letters of credit issued under the Exit Facilities in an amount equal to 105% of the face amount of such Prepetition Canadian Revolving Facility Letter of Credit and in form and substance acceptable to the issuer thereof and the Prepetition Agent; and (ii) the reasonable fees and expenses of counsel and financial advisors to the Prepetition Agent that were incurred prior to the Effective Date in accordance with the terms of the DIP Facility Order shall be paid not later than thirty (30) days after the Effective Date.

(c)                                  Voting:  Prepetition Canadian Lender Claims in Class 15C are Impaired.  Each Holder of an Allowed Prepetition Canadian Lender Claim in Class 15C shall be entitled to vote (excluding, for voting purposes only, any Claim for unreimbursed fees, costs and expenses) to accept or reject the Plan.

(d)                                 Allowance:  The Prepetition Canadian Lender Claims in Class 15C shall be Allowed pursuant to this Plan in the aggregate principal amount thereof, plus any accrued but unpaid interest thereon payable at the non-default interest rate under the Prepetition Credit Agreement and other amounts set forth in Section 3.8.3(b), and shall not be subject to objection, challenge, deduction or offset.

3.8.4                                           Class 15D: General Unsecured Claims Against SSC Canada.

(a)                                  Classification:  Class 15D consists of all General Unsecured Claims against SSC Canada.

(b)                                 Treatment:  If the Plan is accepted by the Classes of General Unsecured Claims against each of SSC Canada and Smurfit-MBI, on or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date and (ii) the first Distribution Date after such General Unsecured Claim against SSC Canada becomes an Allowed Claim, each Holder of an Allowed General Unsecured Claim against SSC Canada shall receive, on account of, and in full and complete satisfaction, settlement, release and discharge of, and in exchange for, such Allowed General Unsecured Claim the payment of one hundred percent (100%) of the amount of its Allowed Claim in cash if such Allowed Claim is less than $5,000, or if such Allowed Claim is greater than $5,000, at such Holder’s election, either (x) $5,000 in cash or (y) its Pro Rata Share of that portion of the SSC Canada Distribution Pool remaining after payment of Allowed General Unsecured Claims against SSC Canada that are less than $5,000 and Holders paid pursuant to clause (x) above. If the Plan is not accepted by the Class of General Unsecured Claims against either SSC Canada or Smurfit-MBI, (a) the Holders of Allowed General Unsecured Claims against SSC Canada shall receive, on account of, and in full and complete satisfaction, settlement, release and discharge of such Allowed General Unsecured Claims, their Pro Rata Share of such portion of the Superior Competing Bid Distribution, if any, as shall be determined by the Bankruptcy Court or the Canadian Bankruptcy Court to be properly allocable to SSC Canada and (b) all General Unsecured Claims against SSC Canada shall be deemed to be Excluded Claims for purposes of the CCAA Plan.  For the avoidance of doubt, if the Plan is not accepted by the Class of General Unsecured Claims against either SSC Canada or Smurfit-MBI, the SSC Canada Distribution Pool shall not be available for distribution to the Holders of Allowed General Unsecured Claims against SSC Canada.

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(c)                                  Voting:  General Unsecured Claims in Class 15D are Impaired.  Each Holder of an Allowed General Unsecured Claim in Class 15D shall be entitled to vote to accept or reject the Plan.

3.8.5                                           Class 15E: Intercompany Claims Against SSC Canada.

(a)                                  Classification:  Class 15E consists of all Intercompany Claims against SSC Canada.

(b)                                 Treatment:  If the Classes of General Unsecured Claims against SSC Canada and Smurfit-MBI accept the Plan, the Holders of Allowed Intercompany Claims against SSC Canada shall not be entitled to receive or retain any monetary distributions or other property on account of such Claims under the Plan and Allowed Intercompany Claims against SSC Canada shall be deemed settled, cancelled and extinguished on the Effective Date; provided, however, that (i) any Allowed Intercompany Claim against SSC Canada may be Reinstated, in full or in part, to the extent the Debtors determine to be advisable in order to avoid the incurrence of any past, present or future tax or similar liabilities by SSC Canada or any Reorganized Debtor, or for any other reason, and (ii) if the Class of General Unsecured Claims against either SSC Canada or Smurfit-MBI rejects the Plan, the Allowed Intercompany Claims against SSC Canada shall be treated as Allowed General Unsecured Claims against SSC Canada for purposes of this Plan and the Debtor holding such Intercompany Claim shall receive, in full and complete satisfaction, settlement, release and discharge of such Claim, its Pro Rata Share of such portion of the Superior Competing Bid Distribution, if any, as shall be determined by the Bankruptcy Court.

(c)                                  Voting:  Intercompany Claims in Class 15E are Impaired.  The Debtors, as the Plan Proponents and the Holders of Intercompany Claims in Class 15E, shall be deemed to have accepted the Plan and votes to accept or reject the Plan shall not be solicited from the Debtors in their capacities as the Holders of Intercompany Claims in Class 15E.

3.8.6                                           Class 15F: Stone FinCo II Intercompany Claim Against SSC Canada.

(a)                                  Classification:  Class 15F consists of the Stone FinCo II Intercompany Claim against SSC Canada.

(b)                                 Treatment:  Stone FinCo II, as the Holder of the Stone FinCo II Intercompany Claim, shall not be entitled to receive any distributions on account of such Claim under the Plan, and the Stone FinCo II Intercompany Claim shall be deemed settled, cancelled and extinguished on the Effective Date; provided, however, that if the Canadian appeals court subsequently determines that the Stone FinCo II Intercompany Claim should be treated as a debt provable in bankruptcy, then (x) the Stone FinCo II Intercompany Claim shall be treated as an Allowed Intercompany Claim against SSC Canada if the Class of General Unsecured Claims against either SSC Canada or Smurfit-MBI rejects the Plan or (y) if the Classes of General Unsecured Claims against SSC Canada and Smurfit-MBI accept the Plan, the Stone FinCo II Intercompany Claim shall be entitled to such distribution that the applicable court determines should be made on account of such Claim.

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(c)                                  Voting:  Stone FinCo II Intercompany Claims in Class 15F are Impaired.  Stone FinCo II, as the Holder of the Stone FinCo II Intercompany Claims, shall be conclusively deemed to have rejected the Plan and, accordingly, shall not be entitled to vote to accept or reject the Plan.

3.8.7                                           Class 15G:  Interests in SSC Canada.

(a)                                  Classification:  Class 15G consists of all Interests in SSC Canada.

(b)                                 Treatment:  On the Effective Date, all Interests in SSC Canada that are outstanding as of the Effective Date shall be extinguished, cancelled and discharged.  Holders of Interests in SSC Canada shall not be entitled to receive or retain any monetary distributions or other property on account of such Interests under the Plan.

(c)                                  Voting:  Interests in SSC Canada are Impaired.  Each Holder of an Interest in SSC Canada shall be conclusively deemed to have rejected the Plan and, accordingly, shall not be entitled to vote to accept or reject the Plan.

(d)                                 Allowance.  All Interests in SSC Canada shall be Allowed pursuant to this Plan.

3.9                                 Classification and Treatment of Claims Against and Interests in Smurfit-MBI (Debtor 16).

3.9.1                                           Class 16A: Priority Non-Tax Claims Against Smurfit-MBI.

(a)                                  Classification:  Class 16A consists of all Priority Non-Tax Claims against Smurfit-MBI.

(b)                                 Treatment:  Except to the extent that a Holder of an Allowed Claim in Class 16A has agreed in writing to a different treatment (in which event such other writing will govern), each Holder of an Allowed Claim in Class 16A that is due and payable on or before the Effective Date shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for, such Claim, at the election of the Debtors, (i) cash equal to the amount of such Allowed Claim in Class 16A in accordance with Section 1129(a)(9) of the Bankruptcy Code, on the later of (a) the Effective Date (or as soon as reasonably practicable thereafter) and (b) the first Distribution Date after such Priority Non-Tax Claim in Class 16A becomes an Allowed Claim, or as soon thereafter as is practicable, or (ii) such other treatment required to render such Allowed Priority Non-Tax Claim Unimpaired pursuant to Section 1124 of the Bankruptcy Code.  All Allowed Claims in Class 16A which are not due and payable on or before the Effective Date shall be paid by the Reorganized Debtors when such claims become due and payable in the ordinary course of business in accordance with the terms thereof.

(c)                                  Voting:  Priority Non-Tax Claims in Class 16A are Unimpaired.  Each Holder of an Allowed Priority Non-Tax Claims in Class 16A shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

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3.9.2                                           Class 16B: Other Secured Claims Against Smurfit-MBI.

(a)                                  Classification:  Class 16B consists of all Other Secured Claims against Smurfit-MBI.

(b)                                 Treatment:  On or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date or (ii) the first Distribution Date after such Other Secured Claim becomes an Allowed Other Secured Claim, each Holder of an Allowed Other Secured Claim in Class 16B, if any, shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for such Allowed Other Secured Claim, payment of such Allowed Other Secured Claim in full in cash (plus any accrued but unpaid interest required to be paid under applicable non-bankruptcy law and Section 506(b) of the Bankruptcy Code).

(c)                                  Voting:  Other Secured Claims in Class 16B are Impaired.  Each Holder of an Allowed Other Secured Claim in Class 16B shall be entitled to vote to accept or reject the Plan.

3.9.3                                           Class 16C: Prepetition Canadian Lender Claims Against Smurfit-MBI.

(a)                                  Classification:  Class 16C consists of all Prepetition Canadian Lender Claims against Smurfit-MBI.

(b)                                 Treatment:  On or as soon as reasonably practicable after the Effective Date, in full and complete satisfaction, settlement, release and discharge of such Claim, each Holder of an Allowed Prepetition Canadian Lender Claim shall receive a cash payment of 100% of the principal amount of such Allowed Prepetition Canadian Lender Claim, plus any accrued but unpaid interest thereon payable at the applicable non-default interest rate under the Prepetition Credit Documents and 100% of all reasonable unpaid or unreimbursed fees, costs and expenses payable to such Holder under the Prepetition Credit Documents.  In addition, (i) on the Effective Date, each Prepetition Canadian Revolving Facility Letter of Credit shall, in the Debtors’ discretion, in consultation with the Committee and the CCAA Monitor, either be (x) returned to the issuer undrawn and marked canceled, (y) cash collateralized in accordance with the terms of the Prepetition Credit Agreement with cash in an amount equal to 105% of the face amount of such Prepetition Canadian Revolving Facility Letter of Credit, or (z) collateralized with back-to-back letters of credit issued under the Exit Facilities in an amount equal to 105% of the face amount of such Prepetition Canadian Revolving Facility Letter of Credit and in form and substance acceptable to the issuer thereof and the Prepetition Agent; and (ii) the reasonable fees and expenses of counsel and financial advisors to the Prepetition Agent that were incurred prior to the Effective Date in accordance with the terms of the DIP Facility Order shall be paid not later than thirty (30) days after the Effective Date.

(c)                                  Voting:  Prepetition Canadian Lender Claims in Class 16C are Impaired.  Each Holder of an Allowed Prepetition Canadian Lender Claim in Class 16C shall be entitled to vote (excluding, for voting purposes only, any Claim for unreimbursed fees, costs and expenses) to accept or reject the Plan.

(d)                                 Allowance:  The Prepetition Canadian Lender Claims in Class 16C shall be Allowed pursuant to this Plan in the aggregate principal amount thereof, plus any accrued but unpaid interest thereon payable at the non-default interest rate under the Prepetition

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Credit Agreement and other amounts set forth in Section 3.9.3(b), and shall not be subject to objection, challenge, deduction or offset.

3.9.4              Class  16D: General Unsecured Claims Against Smurfit-MBI.

(a)           Classification:  Class 16D consists of all General Unsecured Claims against Smurfit-MBI.

(b)           Treatment:  If the Plan is accepted by the Classes of General Unsecured Claims against each of Smurfit-MBI and SSC Canada, on or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date or (ii) the first Distribution Date after such General Unsecured Claim against Smurfit-MBI becomes an Allowed Claim, each Holder of an Allowed General Unsecured Claim against Smurfit-MBI shall receive, on account of, and in full and complete satisfaction, settlement, release and discharge of, and in exchange for, such Allowed General Unsecured Claim     the payment of one hundred percent (100%) of the amount of its Allowed Claim in cash if such Allowed Claim is less than $5,000, or if such Allowed Claim is greater than $5,000, at such Holder’s election, either (x) $5,000 in cash or (y) its Pro Rata Share of that portion of the Smurfit-MBI Distribution Pool remaining after payment of Allowed General Unsecured Claims against Smurfit-MBI that are less than $5,000 and Holders paid pursuant to clause (x) above.  If the Plan is not accepted by the Class of General Unsecured Claims against either Smurfit-MBI or SSC Canada, (a) the Holders of Allowed General Unsecured Claims against Smurfit-MBI shall receive, on account of, and in full and complete satisfaction, settlement, release and discharge of such Allowed General Unsecured Claims, their Pro Rata Share of such portion of the Superior Competing Bid Distribution, if any, as shall be determined by the Bankruptcy Court or the Canadian Bankruptcy Court to be properly allocable to Smurfit-MBI and (b) all General Unsecured Claims against Smurfit-MBI shall be deemed to be Excluded Claims for purposes of the CCAA Plan.  For the avoidance of doubt, if the Plan is not accepted by the Class of General Unsecured Claims against either Smurfit-MBI or SSC Canada, the Smurfit-MBI Distribution Pool shall not be available for distribution to the Holders of Allowed General Unsecured Claims against Smurfit-MBI.

(c)           Voting:  General Unsecured Claims in Class 16D are Impaired.  Each Holder of an Allowed General Unsecured Claim in Class 16D shall be entitled to vote to accept or reject the Plan.

3.9.5              Class 16E: Intercompany Claims Against Smurfit-MBI.

(a)           Classification:  Class 16E consists of all Intercompany Claims against Smurfit-MBI.

(b)           Treatment:  If the Classes of General Unsecured Claims against SSC Canada and Smurfit-MBI accept the Plan, the Holders of Allowed Intercompany Claims against Smurfit-MBI shall not be entitled to receive or retain any monetary distributions or other property on account of such Claims under the Plan and Allowed Intercompany Claims against Smurfit-MBI shall be deemed settled, cancelled and extinguished on the Effective Date; provided, however, that (i) any Allowed Intercompany Claim against Smurfit-MBI may be Reinstated, in full or in part, to the extent the Debtors determine to be advisable in order to avoid the incurrence of any past, present or future tax or similar liabilities by Smurfit-MBI or any

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Reorganized Debtor, or for any other reason, and (ii) if the Class of General Unsecured Claims against either SSC Canada or Smurfit-MBI rejects the Plan, the Allowed Intercompany Claims against Smurfit-MBI shall be treated as Allowed General Unsecured Claims against Smurfit-MBI for purposes of this Plan and the Debtor holding such Intercompany Claim shall receive, in full and complete satisfaction, settlement, release and discharge of such Claim, its Pro Rata Share of such portion of the Superior Competing Bid Distribution, if any, as shall be determined by the Bankruptcy Court.

(c)           Voting:  Intercompany Claims in Class 16E are Impaired.  The Debtors, as the Plan Proponents and the Holders of Intercompany Claims in Class 16E, shall be deemed to have accepted the Plan and votes to accept or reject the Plan shall not be solicited from the Debtors in their capacities as the Holders of Intercompany Claims in Class 16E.

3.9.6              Class 16F: Interests in Smurfit-MBI.

(a)           Classification:  Class 16F consists of all Interests in Smurfit-MBI.

(b)           Treatment:  On the Effective Date, all Interests in Smurfit-MBI that are outstanding as of the Effective Date shall be extinguished, cancelled and discharged.  Holders of Interests in Smurfit-MBI shall not be entitled to receive or retain any monetary distributions or other property on account of such Interests under the Plan.

(c)           Voting:  Interests in Smurfit-MBI are Impaired.  Each Holder of an Interest in Smurfit-MBI shall be conclusively deemed to have rejected the Plan and, accordingly, shall not be entitled to vote to accept or reject the Plan.

(d)           Allowance.  All Interests in Smurfit-MBI shall be Allowed pursuant to this Plan.

3.10         Classification and Treatment of Claims Against and Interests in MBI Limited (Debtor 17)

3.10.1            Class 17A: Priority Non-Tax Claims Against MBI Limited.

(a)           Classification:  Class 17A consists of all Priority Non-Tax Claims against MBI Limited.

(b)           Treatment:  Except to the extent that a Holder of an Allowed Claim in Class 17A has agreed in writing to a different treatment (in which event such other writing will govern), each Holder of an Allowed Claim in Class 17A that is due and payable on or before the Effective Date shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for, such Claim, at the election of the Debtors, (i) cash equal to the amount of such Allowed Claim in Class 17A in accordance with Section 1129(a)(9) of the Bankruptcy Code, on the later of (a) the Effective Date (or as soon as reasonably practicable thereafter) and (b) the first Distribution Date after such Priority Non-Tax Claim in Class 17A becomes an Allowed Claim, or as soon thereafter as is practicable, or (ii) such other treatment required to render such Allowed Priority Non-Tax Claim Unimpaired pursuant to Section 1124 of the Bankruptcy Code.  All Allowed Claims in Class 17A which are not due and payable on or

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before the Effective Date shall be paid by the Reorganized Debtors when such claims become due and payable in the ordinary course of business in accordance with the terms thereof.

(c)           Voting:  Priority Non-Tax Claims in Class 17A are Unimpaired.  Each Holder of an Allowed Priority Non-Tax Claims in Class 17A shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

3.10.2            Class 17B: Other Secured Claims Against MBI Limited.

(a)           Classification:  Class 17B consists of all Other Secured Claims against MBI Limited.

(b)           Treatment:  On or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date or (ii) the first Distribution Date after such Other Secured Claim becomes an Allowed Other Secured Claim, each Holder of an Allowed Other Secured Claim in Class 17B, if any, shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for such Allowed Other Secured Claim, payment of such Allowed Other Secured Claim in full in cash (plus any accrued but unpaid interest required to be paid under applicable non-bankruptcy law and Section 506(b) of the Bankruptcy Code).

(c)           Voting:  Other Secured Claims in Class 17B are Impaired.  Each Holder of an Allowed Other Secured Claim in Class 17B shall be entitled to vote to accept or reject the Plan.

3.10.3            Class 17C: Prepetition Canadian Lender Claims Against MBI Limited.

(a)           Classification:  Class 17C consists of all Prepetition Canadian Lender Claims against MBI Limited.

(b)           Treatment:  On or as soon as reasonably practicable after the Effective Date, in full and complete satisfaction, settlement, release and discharge of such Claim, each Holder of an Allowed Prepetition Canadian Lender Claim shall receive a cash payment of 100% of the principal amount of such Allowed Prepetition Canadian Lender Claim, plus any accrued but unpaid interest thereon payable at the applicable non-default interest rate under the Prepetition Credit Documents and 100% of all reasonable unpaid or unreimbursed fees, costs and expenses payable to such Holder under the Prepetition Credit Documents.  In addition, (i) on the Effective Date, each Prepetition Canadian Revolving Facility Letter of Credit shall, in the Debtors’ discretion, in consultation with the Committee and the CCAA Monitor, either be (x) returned to the issuer undrawn and marked canceled, (y) cash collateralized in accordance with the terms of the Prepetition Credit Agreement with cash in an amount equal to 105% of the face amount of such Prepetition Canadian Revolving Facility Letter of Credit, or (z) collateralized with back-to-back letters of credit issued under the Exit Facilities in an amount equal to 105% of the face amount of such Prepetition Canadian Revolving Facility Letter of Credit and in form and substance acceptable to the issuer thereof and the Prepetition Agent; and (ii) the reasonable fees and expenses of counsel and financial advisors to the Prepetition Agent that were incurred

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prior to the Effective Date in accordance with the terms of the DIP Facility Order shall be paid not later than thirty (30) days after the Effective Date.

(c)           Voting:  Prepetition Canadian Lender Claims in Class 17C are Impaired.  Each Holder of an Allowed Prepetition Canadian Lender Claim in Class 17C shall be entitled to vote (excluding, for voting purposes only, any Claim for unreimbursed fees, costs and expenses) to accept or reject the Plan.

(d)           Allowance:  The Prepetition Canadian Lender Claims in Class 17C shall be Allowed pursuant to this Plan in the aggregate principal amount thereof, plus any accrued but unpaid interest thereon payable at the non-default interest rate under the Prepetition Credit Agreement and other amounts set forth in Section 3.10.3(b), and shall not be subject to objection, challenge, deduction or offset.

3.10.4            Class 17D: General Unsecured Claims Against MBI Limited.

(a)           Classification:  Class 17D consists of all General Unsecured Claims against MBI Limited.

(b)           Treatment:  Holders of General Unsecured Claims against MBI Limited shall not be entitled to receive or retain any monetary distributions or other property on account of such Claims under the Plan.  For purposes of the Chapter 11 Cases, pursuant to the Plan, all Allowed General Unsecured Claims against MBI Limited shall be deemed settled, cancelled and extinguished on the Effective Date.  For purposes of the CCAA Proceedings, all General Unsecured Claims against MBI Limited shall be deemed to be Excluded Claims.

(c)           Voting:  General Unsecured Claims in Class 17D are Impaired.  Each Holder of an Allowed General Unsecured Claim in Class 17D shall be conclusively deemed to have rejected the Plan and, accordingly, shall not be entitled to vote to accept or reject the Plan.

3.10.5            Class 17E: Intercompany Claims Against MBI Limited.

(a)           Classification:  Class 17E consists of all Intercompany Claims against MBI Limited.

(b)           Treatment:  Holders of Allowed Intercompany Claims against MBI Limited shall not be entitled to receive or retain any monetary distributions or other property on account of such Claims under the Plan.  Pursuant to the Plan, all Allowed Intercompany Claims against MBI Limited shall be deemed settled, cancelled and extinguished on the Effective Date; provided, however, that any Allowed Intercompany Claim against MBI Limited may be Reinstated, in full or in part, to the extent the Debtors determine to be advisable in order to avoid the incurrence of any past, present or future tax or similar liabilities by MBI Limited or any Reorganized Debtor, or for any other reason.

(c)           Voting:  Intercompany Claims in Class 17E are Impaired.  The Debtors, as the Plan Proponents and the Holders of Intercompany Claims in Class 17E, shall be deemed to have accepted the Plan and votes to accept or reject the Plan shall not be solicited from the Debtors in their capacities as the Holders of Intercompany Claims in Class 17E.

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3.10.6            Class 17F: Interests in MBI Limited.

(a)           Classification:  Class 17F consists of all Interests in MBI Limited.

(b)           Treatment:  Treatment:  As of the Effective Date, each Holder of an Allowed Interest in MBI Limited shall retain, unaltered, the legal, equitable and contractual rights to which such Interest entitled the Holder thereof immediately prior to the Effective Date.

(c)           Voting:  Interests in MBI Limited are Unimpaired.  Each Holder of an Allowed Interest in MBI Limited shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

(d)           Allowance.  All Interests in MBI Limited shall be Allowed pursuant to this Plan.

3.11         [Intentionally Omitted]

3.12         Classification and Treatment of Claims Against and Interests in B.C. Shipper Supplies Ltd.  (Debtor 19).

3.12.1            Class 19A: Priority Non-Tax Claims Against B.C. Shipper Supplies Ltd.

(a)           Classification:  Class 19A consists of all Priority Non-Tax Claims against B.C. Shipper Supplies Ltd.

(b)           Treatment:  Except to the extent that a Holder of an Allowed Claim in Class 19A has agreed in writing to a different treatment (in which event such other writing will govern), each Holder of an Allowed Claim in Class 19A that is due and payable on or before the Effective Date shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for, such Claim, at the election of the Debtors, (i) cash equal to the amount of such Allowed Claim in Class 19A in accordance with Section 1129(a)(9) of the Bankruptcy Code, on the later of (a) the Effective Date (or as soon as reasonably practicable thereafter) and (b) the first Distribution Date after such Priority Non-Tax Claim in Class 19A becomes an Allowed Claim, or as soon thereafter as is practicable, or (ii) such other treatment required to render such Allowed Priority Non-Tax Claim Unimpaired pursuant to Section 1124 of the Bankruptcy Code.  All Allowed Claims in Class 19A which are not due and payable on or before the Effective Date shall be paid by the Reorganized Debtors when such claims become due and payable in the ordinary course of business in accordance with the terms thereof.

(c)           Voting:  Priority Non-Tax Claims in Class 19A are Unimpaired.  Each Holder of an Allowed Priority Non-Tax Claims in Class 19A shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

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3.12.2            Class 19B: Other Secured Claims Against B.C. Shipper Supplies Ltd.

(a)           Classification:  Class 19B consists of all Other Secured Claims against B.C. Shipper Supplies Ltd.

(b)           Treatment:  On or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date or (ii) the first Distribution Date after such Other Secured Claim becomes an Allowed Other Secured Claim, each Holder of an Allowed Other Secured Claim in Class 19B, if any, shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for such Allowed Other Secured Claim, payment of such Allowed Other Secured Claim in full in cash (plus any accrued but unpaid interest required to be paid under applicable non-bankruptcy law and Section 506(b) of the Bankruptcy Code).

(c)           Voting:  Other Secured Claims in Class 19B are Impaired.  Each Holder of an Allowed Other Secured Claim in Class 19B shall be entitled to vote to accept or reject the Plan.

3.12.3            Class 19C:  General Unsecured Claims Against B.C. Shipper Supplies Ltd.

(a)           Classification:  Class 19C consists of all General Unsecured Claims against B.C. Shipper Supplies Ltd.

(b)           Treatment:  On or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date or (ii) the first Distribution Date after such General Unsecured Claim becomes an Allowed Claim, each Holder of an Allowed General Unsecured Claim against B.C. Shipper Supplies Ltd. shall receive, on account of, and in full and complete satisfaction, settlement, release and discharge of, and in exchange for, such Allowed General Unsecured Claim, the payment of one hundred percent (100%) of such Allowed General Unsecured Claim in cash.

(c)           Voting:  General Unsecured Claims in Class 19C are Impaired.  Each Holder of an Allowed General Unsecured Claim in Class 19C shall be entitled to vote to accept or reject the Plan.

3.12.4            Class 19D: Intercompany Claims Against B.C. Shipper Supplies Ltd.

(a)           Classification:  Class 19D consists of all Intercompany Claims against B.C. Shipper Supplies Ltd.

(b)           Treatment:  Holders of Allowed Intercompany Claims against B.C. Shipper Supplies Ltd. shall not be entitled to receive or retain any monetary distributions or other property on account of such Claims under the Plan.  Pursuant to the Plan, all Allowed Intercompany Claims against B.C. Shipper Supplies Ltd. shall be deemed settled, cancelled and extinguished on the Effective Date; provided, however, that any Allowed Intercompany Claim against B.C. Shipper Supplies Ltd. may be Reinstated, in full or in part, to the extent the Debtors determine to be advisable in order to avoid the incurrence of any past, present or future tax or similar liabilities by B.C. Shipper Supplies Ltd. or any Reorganized Debtor, or for any other reason.

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(c)           Voting:  Intercompany Claims in Class 19D are Impaired.  The Debtors, as the Plan Proponents and the Holders of Intercompany Claims in Class 19D, shall be deemed to have accepted the Plan and votes to accept or reject the Plan shall not be solicited from the Debtors in their capacities as the Holders of Intercompany Claims in Class 19D.

3.12.5            Class 19E: Interests in B.C. Shipper Supplies Ltd.

(a)           Classification:  Class 19E consists of all Interests in B.C. Shipper Supplies Ltd.

(b)           Treatment:  As of the Effective Date, each Holder of an Allowed Interest in B.C. Shipper Supplies Ltd. shall retain, unaltered, the legal, equitable and contractual rights to which such Interest entitled the Holder thereof immediately prior to the Effective Date.

(c)           Voting:  Interests in B.C. Shipper Supplies Ltd. are Unimpaired.  Each Holder of an Allowed Interest in B.C. Shipper Supplies Ltd. shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

(d)           Allowance.  All Interests in B.C. Shipper Supplies Ltd. shall be Allowed pursuant to this Plan.

3.13         Classification and Treatment of Claims Against and Interests in Francobec Company  (Debtor 20).

3.13.1            Class 20A: Priority Non-Tax Claims Against Francobec Company.

(a)           Classification:  Class 20A consists of all Priority Non-Tax Claims against Francobec Company.

(b)           Treatment:  Except to the extent that a Holder of an Allowed Claim in Class 20A has agreed in writing to a different treatment (in which event such other writing will govern), each Holder of an Allowed Claim in Class 20A that is due and payable on or before the Effective Date shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for, such Claim, at the election of the Debtors, (i) cash equal to the amount of such Allowed Claim in Class 20A in accordance with Section 1129(a)(9) of the Bankruptcy Code, on the later of (a) the Effective Date (or as soon as reasonably practicable thereafter) and (b) the first Distribution Date after such Priority Non-Tax Claim in Class 20A becomes an Allowed Claim, or as soon thereafter as is practicable, or (ii) such other treatment required to render such Allowed Priority Non-Tax Claim Unimpaired pursuant to Section 1124 of the Bankruptcy Code.  All Allowed Claims in Class 20A which are not due and payable on or before the Effective Date shall be paid by the Reorganized Debtors when such claims become due and payable in the ordinary course of business in accordance with the terms thereof.

(c)           Voting:  Priority Non-Tax Claims in Class 20A are Unimpaired.  Each Holder of an Allowed Priority Non-Tax Claims in Class 20A shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and, accordingly, shall not be entitled to vote to accept or reject the Plan.

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3.13.2            Class 20B: Other Secured Claims Against Francobec Company.

(a)           Classification:  Class 20B consists of all Other Secured Claims against Francobec Company.

(b)           Treatment:  On or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date or (ii) the first Distribution Date after such Other Secured Claim becomes an Allowed Other Secured Claim, each Holder of an Allowed Other Secured Claim in Class 20B, if any, shall receive, on account of, and in full and complete settlement, release and discharge of and in exchange for such Allowed Other Secured Claim, payment of such Allowed Other Secured Claim in full in cash (plus any accrued but unpaid interest required to be paid under applicable non-bankruptcy law and Section 506(b) of the Bankruptcy Code).

(c)           Voting:  Other Secured Claims in Class 20B are Impaired.  Each Holder of an Allowed Other Secured Claim in Class 20B shall be entitled to vote to accept or reject the Plan.

3.13.3            Class 20C: Prepetition Canadian Lender Claims Against Francobec Company.

(a)           Classification:  Class 20C consists of all Prepetition Canadian Lender Claims against Francobec Company.

(b)           Treatment:  On or as soon as reasonably practicable after the Effective Date, in full and complete satisfaction, settlement, release and discharge of such Claim, each Holder of an Allowed Prepetition Canadian Lender Claim shall receive a cash payment of 100% of the principal amount of such Allowed Prepetition Canadian Lender Claim, plus any accrued but unpaid interest thereon payable at the applicable non-default interest rate under the Prepetition Credit Documents and 100% of all reasonable unpaid or unreimbursed fees, costs and expenses payable to such Holder under the Prepetition Credit Documents.  In addition, (i) on the Effective Date, each Prepetition Canadian Revolving Facility Letter of Credit shall, in the Debtors’ discretion, in consultation with the Committee and the CCAA Monitor, either be (x) returned to the issuer undrawn and marked canceled, (y) cash collateralized in accordance with the terms of the Prepetition Credit Agreement with cash in an amount equal to 105% of the face amount of such Prepetition Canadian Revolving Facility Letter of Credit, or (z) collateralized with back-to-back letters of credit issued under the Exit Facilities in an amount equal to 105% of the face amount of such Prepetition Canadian Revolving Facility Letter of Credit and in form and substance acceptable to the issuer thereof and the Prepetition Agent; and (ii) the reasonable fees and expenses of counsel and financial advisors to the Prepetition Agent that were incurred prior to the Effective Date in accordance with the terms of the DIP Facility Order shall be paid not later than thirty (30) days after the Effective Date.

(c)           Voting:  Prepetition Canadian Lender Claims in Class20C are Impaired.  Each Holder of an Allowed Prepetition Canadian Lender Claim in Class 20C shall be entitled to vote (excluding, for voting purposes only, any Claim for unreimbursed fees, costs and expenses) to accept or reject the Plan.

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(d)           Allowance:  The Prepetition Canadian Lender Claims in Class 20C shall be Allowed pursuant to this Plan in the aggregate principal amount thereof, plus any accrued but unpaid interest thereon payable at the non-default interest rate under the Prepetition Credit Agreement and other amounts set forth in Section 3.13.3(b), and shall not be subject to objection, challenge, deduction or offset.

3.13.4            Class 20D:  General Unsecured Claims Against Francobec Company.

(a)           Classification:  Class 20D consists of all General Unsecured Claims against Francobec Company.

(b)           Treatment:  On or as soon as reasonably practicable after the latest to occur of (i) the Initial Distribution Date or (ii) the first Distribution Date after such General Unsecured Claim becomes an Allowed Claim, each Holder of an Allowed General Unsecured Claim against Francobec Company shall receive, on account of, and in full and complete satisfaction, settlement, release and discharge of, and in exchange for, such Allowed General Unsecured Claim, the payment of one hundred percent (100%) of such Allowed General Unsecured Claim in cash.

(c)           Voting:  General Unsecured Claims in Class 20D are Impaired.  Each Holder of an Allowed General Unsecured Claim in Class 20D shall be entitled to vote to accept or reject the Plan.

3.13.5            Class 20E: Intercompany Claims Against Francobec Company.

(a)           Classification:  Class 20E consists of all Intercompany Claims against Francobec Company.

(b)           Treatment:  Holders of Allowed Intercompany Claims against Francobec Company shall not be entitled to receive or retain any monetary distributions or other property on account of such Claims under the Plan.  Pursuant to the Plan, all Allowed Intercompany Claims against Francobec Company shall be deemed settled, cancelled and extinguished on the Effective Date; provided, however, that any Allowed Intercompany Claim against Francobec Company may be Reinstated, in full or in part, to the extent the Debtors determine to be advisable in order to avoid the incurrence of any past, present or future tax or similar liabilities by Francobec Company or any Reorganized Debtor, or for any other reason.

(c)           Voting:  Intercompany Claims in Class 20E are Impaired.  The Debtors, as the Plan Proponents and the Holders of Intercompany Claims in Class 20E, shall be deemed to have accepted the Plan and votes to accept or reject the Plan shall not be solicited from the Debtors in their capacities as the Holders of Intercompany Claims in Class 20E.

3.13.6            Class 20F: Interests in Francobec Company.

(a)           Classification:  Class 20F consists of all Interests in Francobec Company.

(b)           Treatment:  On the Effective Date, all Interests in Francobec Company that are outstanding as of the Effective Date shall be extinguished, cancelled and

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discharged.  Holders of Interests in Francobec Company shall not be entitled to receive or retain any monetary distributions or other property on account of such Interests under the Plan.