EXHIBIT 2
AGREEMENT AND NOTICE OF DISSOLUTION OF GROUP
Each of the persons signing below hereby agrees that the MSDW, Silver and
Xxxxxxxx Group (the "Group"), as such Group is described in the Schedule 13G
filed with the Securities and Exchange Commission on February 17, 1998 with
respect to the Common Stock, $0.01 par value per share, of Silgan Holdings
Inc., is hereby dissolved.
Each of the persons signing below hereby agrees that, subsequent to the
filing of Amendment No. 1 to such Schedule 13G to which this Agreement and
Notice of Dissolution of Group will be attached as an exhibit as contemplated
by Item 9 to Schedule 13G, each such person signing below shall no longer
jointly file a Schedule 13G with each such other person signing below, and all
further filings with respect to transactions in the security reported on will
be filed, if required, by members of the former Group in their individual
capacity, or by certain members of the former Group as a group.
This Agreement and Notice of Dissolution of Group may be executed in one
or more counterparts, and by facsimile, each of which shall be deemed an
original, but all of which together shall constitute one and the same original.
Effective as of: November 6, 2001
XXXXXX XXXXXXX XXXX XXXXXX & CO.
By: /s/ Xxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Authorized Signatory
XXXXXX XXXXXXX LEVERAGED EQUITY
FUND II, INC.
By: /s/ Xxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Secretary
THE XXXXXX XXXXXXX LEVERAGED EQUITY
FUND II, L.P.
By: Xxxxxx Xxxxxxx Leveraged Equity
Fund II, Inc. as General Partner
By: /s/ Xxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Secretary
Page 10 of 11
SILVER FAMILY LIMITED PARTNERSHIP
By: /s/ X. Xxxxxx Xxxxxx
--------------------------------------
Name: X. Xxxxxx Xxxxxx
Title: General Partner
XXXXXXXX FAMILY LIMITED PARTNERSHIP
By: /s/ D. Xxxx Xxxxxxxx
--------------------------------------
Name: X. Xxxx Xxxxxxxx
Title: General Partner
S&H INC.
By: /s/ X. Xxxxxx Xxxxxx
--------------------------------------
Name: X. Xxxxxx Xxxxxx
Title: President
By: /s/ X. Xxxxxx Xxxxxx
--------------------------------------
Name: X. Xxxxxx Xxxxxx
By: /s/ D. Xxxx Xxxxxxxx
--------------------------------------
Name: X. Xxxx Xxxxxxxx
Page 11 of 11
