THIS AGREEMENT ("Agreement"), made and entered into this ___ day of January, 1997, by and between
EUGENE U. FREY, an individual resident of the State of Florida ("Consultant"); and ROCK-TENN
COMPANY, a Georgia corporation ("Company");
W I T N E S S E T H:
WHEREAS, Consultant has significant experience in the paper and packaging business in the United States and
WHEREAS, Company acknowledges that Consultant is engaged in other business and personal activities that
comprise his primary business activities; and
WHEREAS, Company desires to engage Consultant as a consultant on behalf of Company and its subsidiaries,
including Waldorf Corporation (collectively, the "Rock-Tenn Group"), and Consultant desires to be engaged by
Company on the terms and conditions set forth in this Agreement; and
NOW, THEREFORE, in consideration of the premises and the mutual promises and agreements contained
herein, the parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. Engagement.
Subject to the terms hereof, Company hereby engages Consultant as a consultant, and Consultant hereby accepts
such engagement. Throughout the term hereof, Consultant shall provide consulting and advisory services to the
Rock-Tenn Group as Company shall reasonably request. The consulting and advisory services provided by
Consultant shall be rendered at such times and from such locations as are mutually agreeable to Company and
Section 2. Term of Engagement.
The engagement of Consultant hereunder shall commence as of the date hereof and continue until the third
anniversary of the date hereof. During the Term of Engagement, Consultant will not be required by Company to
provide consulting services for more than 20 hours per month, or for more than such hours per month as are
mutually agreeable to Company and Consultant.
Section 3. Consulting Fees; Expenses.
In consideration of the consulting services to be rendered by Consultant under this A