THIS AGREEMENT ("Agreement"), made and entered into effective this 1st day of October, 1999 (the
"Effective Date"), by and between JAY SHUSTER, an individual resident of the State of Georgia ("Executive"),
and ROCK-TENN COMPANY, a corporation organized under the laws of the State of Georgia (the
WHEREAS, the Company and Executive desire to set forth the terms of Executive's continued employment with
the Company during the transition to a new Chief Executive Officer and the terms of Executive's severance from
the Company if Executive does not remain with the Company for this transition period;
NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this
Agreement agree as follows:
Section 1. Employment.
1.1. Duties and Responsibilities. Subject to the terms hereof, the Company will continue to employ Executive as
President and Chief Operating Officer. Executive agrees that his duties and responsibilities in the management of
the Company will be as are assigned to him from time to time by the Company's Chief Executive Officer or
Board of Directors. Executive shall continue to devote his full business time and best efforts to rendering services
on behalf of the Company. Executive will continue to fulfill his duties and responsibilities in a reasonable and
appropriate manner in light of the Company's policies and practices and the laws and regulations which apply to
the Company's operation and administration.
1.2. Term. Unless terminated sooner pursuant to the terms hereof, (i) this Agreement and Executive's
employment with the Company hereunder will continue until October 1, 2002 (the "Term"), and (ii) thereafter, if
Executive's employment has not terminated prior thereto, this Agreement will terminate and Executive's
employment with the Company will continue at-will.
Section 2. Compe