EX-2 4 feb0702_ex02.txt EXHIBIT 2 AGREEMENT AND NOTICE OF DISSOLUTION OF GROUP Each of the persons signing below hereby agrees that the MSDW, Silver and Horrigan 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 MORGAN STANLEY DEAN WITTER & CO. By: /s/ Peter Vogelsang -------------------------------------- Name: Peter Vogelsang Title: Authorized Signatory MORGAN STANLEY LEVERAGED EQUITY FUND II, INC. By: /s/ Peter Vogelsang -------------------------------------- Name: Peter Vogelsang Title: Secretary THE MORGAN STANLEY LEVERAGED EQUITY FUND II, L.P. By: Morgan Stanley Leveraged Equity Fund II, Inc. as General Partner By: /s/ Peter Vogelsang -------------------------------------- Name: Peter Vogelsang Title: Secretary Page 10 of 11 SILVER FAMILY LIMITED PARTNERSHIP By: /s/ R. Philip Silver -------------------------------------- Name: R. Philip Silver Title: General Partner HORRIGAN FAMILY LIMITED PARTNERSHIP By: /s/ D. Greg Horrigan -------------------------------------- Name: D. Greg Horrigan Title: General Partner S&H INC. By: /s/ R. Philip Silver -------------------------------------- Name: R. Philip Silver Title: President By: /s/ R. Philip Silver -------------------------------------- Name: R. Philip Silver By: /s/ D. Greg Horrigan -------------------------------------- Name: D. Greg Horrigan Page 11 of 11