AMENDMENT NUMBER ONE TO THE
ROCK-TENN COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2003)
Pursuant to the power reserved in § 8 of the Rock-Tenn Company Supplemental Executive Retirement Plan (“Plan”), the
Committee hereby amends the Plan, effective as of January 1, 2004 (unless otherwise herein stated), as follows:
By adding a new § 2.26, Benefit Service , to read as follows:
2.26. Benefit Service . The term “Benefit Service” shall mean the Participant’s years of service used to calculate his or her
SERP III benefit which i s equal to the sum of his or her Vesting Service plus three (3) more years of service.
By amending § 3.1(d), SERP III Benefit , to read as follows:
(d) SERP III Benefit .
(1) General Rule . If a Participant is designated as eligible for a SERP III Benefit, his or her SERP Benefit shall
equal the excess, if any, of (A) over (B) where
(A) equals 3.5833% of his or her Final Average Compensation multiplied by the number of his or her years of
Benefit Service (up to a maximum of 15 years of Benefit Service), and
(B) equals the sum of (1) his or her Social Security Benefit, (2) the benefits actually payable to, or on behalf of,
the Participant under the Pension Plan, (3) the Actuarial Equivalent of the benefits payable to, or on behalf of, the
Participant from his or her matching account under the 40l(k) Plan and (4) the Actuarial Equivalent of the benefits
payable to, or on behalf of, the Participant attributable to the credits to his or her employer credit account under the
(2) Change in Control . In the event of a Change in Control, a Participant’s benefit under this § 3.1(d) shall be
determined based on his or her Benefit Service as of the Change in Control Date if he or she is under age 60 on such date.
However, if such Participant is age 60 or older as of the Change in Control Date, he or she will be deemed to have 15 years
of Benefit Service for purposes of dete