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                                                                    EXHIBIT 4.1

                                                                       04032003


                               ROCK-TENN COMPANY

                      SUPPLEMENTAL RETIREMENT SAVINGS PLAN

                               AS EFFECTIVE AS OF

                                  MAY 15, 2003


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                               TABLE OF CONTENTS


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ss. 1  EFFECTIVE DATE.............................................................................................1


ss. 2  PURPOSE....................................................................................................1


ss. 3  DEFINITIONS................................................................................................1

         3.1.     Account.........................................................................................1
         3.2.     Affiliate.......................................................................................1
         3.3.     Base Salary.....................................................................................1
         3.4.     Beneficiary.....................................................................................2
         3.5.     Bonus...........................................................................................2
         3.6.     Chairman........................................................................................2
         3.7.     Code............................................................................................2
         3.8.     Committee.......................................................................................2
         3.9      Compensation Limit..............................................................................2
         3.10.    Deferral Account................................................................................2
         3.11.    Distribution Date...............................................................................2
         3.12.    401(k) Plan.....................................................................................2
         3.13.    Highly Compensated Employee.....................................................................2
         3.14.    Matching Account................................................................................3
         3.15.    Participant.....................................................................................3
         3.16.    Plan............................................................................................3
         3.17.    Plan Sponsor....................................................................................3
         3.18.    TPA.............................................................................................3

ss. 4  DEFERRAL ELECTIONS.........................................................................................3

         4.1.     Elections.......................................................................................3
         4.2.     Non-Forfeitable Account.........................................................................4
         4.3.     Effective Deferral Election.....................................................................4
         4.4.     Election Deadlines..............................................................................4
         4.5.     Irrevocable Election............................................................................5
         4.6.     Election Expiration.............................................................................5

ss. 5  MATCHING CREDITS...........................................................................................5

         5.1.     Matching Credits................................................................................5
         5.2.     Non-Forfeitable.................................................................................5

ss. 6  ADJUSTMENT TO ACCOUNTS.....................................................................................5


ss. 7  DISTRIBUTION...............................................................................................6

         7.1.     Lump Sum or Installments........................................................................6
         7.2.     Effective Elections.............................................................................6
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<S>                                                                                                               <C>
         7.3.     Death...........................................................................................6
         7.4.     Emergency.......................................................................................7
         7.5.     Claims Procedure................................................................................7

ss. 8  ADMINISTRATION.............................................................................................7

         8.1.     Powers..........................................................................................7
         8.2.     Expenses and Reliance...........................................................................8
         8.3.     Statements......................................................................................8
         8.4.     Incompetents....................................................................................8
         8.5.     Address.........................................................................................8

ss. 9  AMENDMENT AND TERMINATION..................................................................................8


ss. 10  MISCELLANEOUS.............................................................................................9

         10.1.    General Assets..................................................................................9
         10.2.    No Liability....................................................................................9
         10.3.    No Assignment; Binding Effect...................................................................9
         10.4.    Construction....................................................................................9
         10.5.    No Contract of Employment.......................................................................9
</TABLE>


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                                     ss. 1

                                 EFFECTIVE DATE

                  This Plan is adopted by Rock-Tenn Company effective as of May
15, 2003.

                                     ss. 2

                                    PURPOSE

                  The purpose of this Plan is to let a Highly Compensated
Employee elect to defer compensation which exceeds the level of compensation
which he or she can elect to defer under the 401(k) Plan.

                                     ss. 3

                                  DEFINITIONS

                  3.1.     ACCOUNT for purposes of this Plan shall mean the
bookkeeping account maintained by, or on behalf of, the Plan Sponsor to show
for each Participant as of any date all credits made by or on behalf of such
Participant under this Plan, any adjustments to such credits made in accordance
with ss. 6, and any distributions to such Participant under ss. 7, which
Account shall include two sub-accounts--a Deferral Account and a Matching
Account.

                  3.2.     AFFILIATE for purposes of this Plan shall mean an
"Affiliate" as defined in the 401(k) Plan.

                  3.3.     BASE SALARY for purposes of this Plan shall mean for
each Highly Compensated Employee for each calendar year (a) minus (b), where

                  (a)      is the sum of (1) his or her "Compensation" as
                  determined under ss. 2.14(b) of the 401(k) Plan for such year
                  (but excluding any commissions paid to him or her) without
                  regard to the Compensation Limit for such "Compensation" and
                  (2) the deferral elected for such year under ss. 4.1(a) of
                  this Plan, and

                  (b)      is the lesser of (1) the Compensation Limit for such
                  "Compensation" for such year or (2) the level of his or her
                  "Compensation" as determined under ss. 2.14(b) of the 401(k)
                  Plan for such year when his or her "Before-Tax Contributions"
                  under the 401(k) Plan equal the dollar limit for such year
                  under ss. 402(g) of the Code.


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                  3.4.     BENEFICIARY for purposes of this Plan shall mean for
each Participant the person designated as such by the Participant on the form
provided for this purpose or, if no such person is so designated or if no such
person survives the Participant, the Participant's estate.

                  3.5.     BONUS for purposes of this Plan shall mean a Highly
Compensated Employee's cash bonus which is payable under the Plan Sponsor's Key
Employee Incentive Plan before any deductions are made for any reason from such
bonus.

                  3.6.     CHAIRMAN for purposes of this Plan shall mean the
Chairman of the Board of Directors of the Plan Sponsor.

                  3.7.     CODE for purposes of this Plan shall mean the
Internal Revenue Code of 1986, as amended.

                  3.8.     COMMITTEE for purposes of this Plan shall mean the
Compensation and Options Committee of the Board of Directors of the Plan
Sponsor.

                  3.9.     COMPENSATION LIMIT for purposes of this Plan shall
mean the dollar limit as determined by the Plan Sponsor for the 401(k) Plan
under ss. 401(a)(17) of the Internal Revenue Code of 1986, as amended, or
successor to such section or such statute.

                  3.10.    DEFERRAL ACCOUNT for purposes of this Plan shall
mean the sub-account maintained under a Participant's Account to show the
credits which have been made to his or her Account under ss. 4.

                  3.11.    DISTRIBUTION DATE for purposes of this Plan shall
mean for each Participant the date set by the Plan Sponsor for the distribution
of his or her Account, which date shall be as soon as practicable after the
Plan Sponsor determines that a Participant's employment with Rock-Tenn Company
or an Affiliate has terminated (or such Affiliate's status as such has been
terminated) or a Participant has an emergency in accordance with ss. 7.4.

                  3.12.    401(K) PLAN for purposes of this Plan shall mean the
Rock-Tenn Company 401(k) Retirement Savings Plan for Salaried and Non-Union
Hourly Employees, as amended from time to time.

                  3.13.    HIGHLY COMPENSATED EMPLOYEE for purposes of this
Plan shall mean for each calendar year each employee of Rock-Tenn Company or an
Affiliate who is eligible to elect to make contributions to the 401(k) Plan for
such calendar year and who the Committee acting in its absolute discretion
designates as such by directing the Plan Sponsor to make a deferral election
available to such employee under ss. 4.


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                  3.14.    MATCHING ACCOUNT for purposes of this Plan shall
mean the sub-account maintained under a Participant's Account to show the
credits which have been made to his or her Account under ss. 5.

                  3.15.    PARTICIPANT for purposes of this Plan shall mean an
individual for whom an Account is maintained under this Plan.

                  3.16.    PLAN shall mean this Rock-Tenn Company Supplemental
Retirement Savings Plan, as amended from time to time.

                  3.17.    PLAN SPONSOR for purposes of this Plan shall mean
the "Plan Sponsor" as defined in the 401(k) Plan.

                  3.18.    TPA for purposes of this Plan shall mean the person
employed from time to time by the Plan Sponsor to provide recordkeeping
services for this Plan.

                                     ss. 4

                               DEFERRAL ELECTIONS

                  4.1.     Elections.

                           (a)      Base Salary. A Highly Compensated Employee
                           may elect for any calendar year under this ss. 4 on
                           the form provided for this purpose to defer in 1%
                           increments from 1% to 6% of his or her Base Salary
                           for such calendar year and which is otherwise
                           payable to him or to her by Rock-Tenn Company or an
                           Affiliate on any payday during such calendar year.

                           (b)      Bonus. A Highly Compensated Employee may
                           elect for any calendar year under this ss. 4 on the
                           form provided for this purpose to defer in 1%
                           increments from 1% to 6% of his or her Bonus which
                           is otherwise payable to him or to her by Rock-Tenn
                           Company or an Affiliate on any day during such
                           calendar year.

                           (c)      Credits. The deferrals described in this
                           ss. 4.1 shall be credited to the Participant's
                           Deferral Account in accordance with the procedures
                           established by the TPA; provided such credits shall
                           be made no later than the deferral deadline under
                           applicable U. S. Department of Labor regulations for
                           crediting deferrals elected under the 401(k) Plan.

                           (d)      No Double Deduction. If a deferral is made
                           as of any payday for a Highly Compensated Employee
                           with respect to the 401(k) Plan, no deferral shall
                           be made under this Plan with respect to the Base
                           Salary paid on such payday.


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                  4.2.     Non-Forfeitable Account. A Participant's interest in
his or her Deferral Account shall be non-forfeitable.

                  4.3.     Effective Deferral Election. Any deferral election
described in ss. 4.1 shall become effective for a calendar year only if the
related election form is completed and delivered to the Plan Sponsor by the
deadline set forth in ss. 4.4. If a Participant wants to elect deferrals under
ss. 4.1 for more than one calendar year, a new election form must be completed
and delivered to the Plan Sponsor by the deadline set forth in ss. 4.4 for each
such calendar year.

                  4.4.     Election Deadlines.

                           (a)      General Rule. A deferral election under
                           this ss. 4 shall be effective for a calendar year
                           only if such election is completed and delivered to
                           the Plan Sponsor before the beginning of such
                           calendar year, in which event such election shall be
                           effective as of January 1 of such calendar year.

                           (b)      Special New Employee Rule. If an individual
                           is designated as a Highly Compensated Employee on or
                           before the first date that he or she is eligible to
                           participate in the 401(k) Plan, he or she may make a
                           deferral election for the calendar year which
                           includes such date if the election is completed and
                           delivered to the Plan Sponsor before the end of the
                           30-day period which starts on such date, and such
                           election shall be effective for any Base Salary and
                           Bonus which is otherwise payable after the end of
                           such 30-day period.

                           (c)      Special Start Up Rule.

                                    (1)      Election. A Highly Compensated
                           Employee for 2003 shall have the right to make a
                           deferral election for calendar year 2003 for any
                           Base Salary and any Bonus otherwise payable on or
                           after May 15, 2003 if he or she completes and
                           delivers such election to the Plan Sponsor before
                           May 15, 2003. Any such election shall be effective
                           as of May 15, 2003.

                                    (2)      Additional Deferral. The Plan
                           Sponsor shall deduct as an additional deferral from
                           a Highly Compensated Employee's Base Salary
                           otherwise payable on the first payday which comes on
                           or after May 15, 2003 an amount equal to the
                           percentage of his or her Base Salary which he or she
                           elected to defer under ss. 4.4(c)(1) which was paid
                           in each payday on or after April 1, 2003 and before
                           May 15, 2003.


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                  4.5.     Irrevocable Election. Any election made under this
ss. 4 which is effective on any date in any calendar year shall be irrevocable
for the calendar year or, subject to ss. 4.4(b) and ss. 4.4(c), for the
remainder of the calendar year for which the election is made.

                  4.6.     Election Expiration. A deferral election which has
become effective for any calendar year automatically shall expire at the end of
such calendar year.

                                     ss. 5

                                MATCHING CREDITS

                  5.1.     Matching Credits. A credit shall be made to each
Participant's Matching Account under this Plan as of each day in each calendar
year as of which a credit is made to his or her Deferral Account pursuant to an
election under ss. 4.1, and the credit to his or her Matching Account under
this Plan shall equal 50% of the deferral which is credited as of such day to
his or her Deferral Account pursuant to such election under ss. 4.1.

                  5.2.     Non-Forfeitable. A Participant's interest in his or
her Matching Account will be forfeitable or will be non-forfeitable on any date
to the same extent that his or her matching contributions under the 401(k) Plan
are forfeitable or are non-forfeitable under the 401(k) Plan on such date.

                                     ss. 6

                             ADJUSTMENT TO ACCOUNTS

                  The TPA shall adjust each Participant's Account for
investment gains and losses as if the credits to such Account had been invested
in the investment benchmark alternatives available under the Plan in accordance
with the Participant's investment benchmark alternative election or elections
(or default election or elections) as in effect from time to time. Each
Participant may make and may change his or her investment benchmark alternative
election under this ss. 6 in accordance with such procedures as established by
the Plan Sponsor, and the Plan Sponsor shall have the right to change such
procedures at any time with or without notice to any Participant. The
investment benchmark alternatives available under the Plan shall be the same as
the actual investment alternatives available under the 401(k) Plan or in actual
investment alternatives deemed by the Plan Sponsor to be comparable to the
actual investment alternatives available under the 401(k) Plan. All such
adjustments shall be made in accordance with the same procedures followed under
the 401(k) Plan for crediting actual investment gains and losses to a
Participant's account under the 401(k) Plan.


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                                     ss. 7

                                  DISTRIBUTION

                  7.1.     Lump Sum or Installments. The Plan Sponsor shall
distribute, or shall begin to distribute, a Participant's Account in cash as of
his or her Distribution Date. A Participant shall have the right (on the form
provided for this purpose) to elect whether the distribution of his or her
Account shall be made in either:

                           (a)      a lump sum; or

                           (b)      quarterly installments of at least $100.00
                           paid over a period which is not less than 3 years
                           and not more than 10 years, where the amount of each
                           such quarterly installment shall be determined by
                           dividing the balance in a Participant's Account
                           immediately before the date as of which such
                           installment is paid by the number of quarterly
                           installments then remaining to be paid (including in
                           such number the then payable quarterly installment).

                  7.2.     Effective Elections.

                           (a)      General Rules.

                                    (1)      Subject to ss. 7.2(b), an election
                           made under ss. 7.1 shall be effective on a
                           Participant's Distribution Date only if such
                           Distribution Date is on or after the first
                           anniversary of the date the related election form is
                           completed and delivered to the Plan Sponsor.

                                    (2)      If a Participant has completed and
                           delivered more than one election form to the Plan
                           Sponsor, the distribution to the Participant shall
                           be made in accordance with the most recent election
                           form which satisfies the requirements of ss.
                           7.2(a)(1).

                                    (3)      If a Participant fails to make an
                           election under ss. 7.1, the distribution shall be
                           made in a lump sum.

                           (b)      Special First Deferral Election Rule. An
                           election which is completed and delivered to the
                           Plan Sponsor by a Participant under ss. 7.1 at the
                           same time that he or she makes his or her first
                           deferral election under ss. 4 shall be effective as
                           of the date such deferral election is effective
                           under ss. 4.

                  7.3.     Death. If a Participant dies before the complete
distribution of his or her Account, any remaining balance shall be distributed
to the Participant's


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Beneficiary in the distribution form then in effect for such Participant's
Account if such Beneficiary is an individual, and such Beneficiary shall have
the same rights under this Plan under ss. 6 and ss. 7.4 as the Participant had
before his or her death. If such Beneficiary is not an individual, then the
distribution shall be made in a lump sum as soon as practicable following the
date of the Participant's death.

                  7.4.     Emergency. If a Participant experiences a severe
financial hardship or rapidly failing health, he or she shall have the right to
request (1) an immediate revocation of any election in effect under ss. 4, (2)
an immediate distribution of all or a portion of the balance credited to his or
her Account or (3) such a revocation and such a distribution. Any such request
shall be made in writing to the Plan Sponsor, and the Participant making such
request shall provide to the Plan Sponsor such evidence of such severe
financial hardship or rapidly failing health as the Plan Sponsor shall request
in addition to whatever evidence he or she desires that the Plan Sponsor
consider in reviewing his or her request. A request shall be granted if the
Plan Sponsor determines that the Participant in fact has a severe economic
hardship which, if not cured, might adversely affect his or her performance as
an employee or that his or her health in fact is rapidly failing; provided,
however, if a Participant makes such a request based on a severe financial
hardship, the deferral election or distribution made pursuant to his or her
request shall not exceed the amount which the Plan Sponsor deems sufficient to
cure such severe financial hardship.

                  7.5.     Claims Procedure. If a Participant makes a claim for
the distribution of his or her Account and the Plan Sponsor for any reason
denies such claim, the Plan Sponsor shall effect such denial in accordance with
the same claims procedure as then in effect under the 401(k) Plan, and the
Participant shall have the right to appeal such denial in accordance with such
procedure and, if the denial is appealed, the appeal shall be processed in
accordance with such procedure.

                                     ss. 8

                                 ADMINISTRATION

                  8.1.     Powers. This Plan shall be administered by the Plan
Sponsor, and the Plan Sponsor shall have the absolute and complete authority,
duty and power to interpret and construe the provisions of this Plan as the
Plan Sponsor deems appropriate, including the final authority to determine a
Participant's benefits under this Plan, and to take any other action in
connection with the operation or administration of this Plan which the Plan
Sponsor deems fair and appropriate under the circumstances. All
interpretations, determinations, regulations and calculations made by the Plan
Sponsor shall be final and binding on all affected persons. The Plan Sponsor
shall act through its Chairman or his delegate; provided, however, for purposes
of approving or denying a request made under ss. 7.4, if the Chairman is the
Participant making such request, the Plan Sponsor shall act through the
Committee.


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                  8.2.     Expenses and Reliance. Any expenses incurred in the
administration of this Plan shall be paid by the Plan Sponsor. The Plan Sponsor
shall be entitled to rely on all tables, valuations, certificates, opinions,
data and reports furnished by any actuary, accountant, controller, counsel or
other person employed or retained by the Plan Sponsor with respect to this
Plan.

                  8.3.     Statements. The Plan Sponsor shall furnish
individual annual statements of Account balances to each Participant and each
Beneficiary in such form as determined by the Plan Sponsor.

                  8.4.     Incompetents. If the Plan Sponsor determines that an
individual is unable to manage his or her financial affairs, the Plan Sponsor
may pay such individual's Account to a conservator or other person legally
charged with such individual's care, or to the institution then contributing
toward or providing for the care and maintenance of such individual. Any such
payment shall constitute a complete discharge of any liability of the Plan
Sponsor and any Affiliate under this Plan for such individual.

                  8.5.     Address. Each Participant shall keep the Plan
Sponsor informed of his or her current address and the current address of his
or her Beneficiary. The Plan Sponsor shall not be obligated to search for any
person. If such person is not located within three (3) years after the date on
which payment of the Participant's benefits payable under this Plan may first
be made, payment may be made as though the Participant or his or her
Beneficiary had died at the end of such three-year period.

                                     ss. 9

                           AMENDMENT AND TERMINATION

         The Plan Sponsor reserves the right to amend or terminate this Plan at
any time by action of the Plan Sponsor. The Plan Sponsor upon the termination
of this Plan shall have the right in its sole discretion to accelerate the
timing of distributions and make all distributions in the form of a lump sum.
No amendment or termination shall directly or indirectly reduce the balance of
any Account as of the effective date of such amendment or termination. No
additional credits will be made to a Participant's Account under this Plan
after termination of this Plan, but adjustments under ss. 6 shall continue to
be credited to the Account of each Participant under this Plan until the entire
Account has been fully distributed to such Participant or to his or her
Beneficiary.


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                                     ss. 10

                                 MISCELLANEOUS

                  10.1.    General Assets. All distributions to, or on behalf
of, a Participant under this Plan shall be made from the Plan Sponsor's general
assets, and any claim by a Participant or by his or her Beneficiary against the
Plan Sponsor or any Affiliate for any distribution under this Plan shall be
treated the same as a claim of any general and unsecured creditor of the Plan
Sponsor or any Affiliate.

                  10.2.    No Liability. No Participant and no Beneficiary
shall have the right to look to, or have any claim whatsoever against, any
officer, director, employee or agent of the Plan Sponsor or any Affiliate in
his or her individual capacity for the distribution of any Account.

                  10.3.    No Assignment; Binding Effect. No Participant or
Beneficiary shall have the right to alienate, assign, commute or otherwise
encumber an Account for any purpose whatsoever, whether through a domestic
relations order or otherwise, and any attempt to do so shall be disregarded as
completely null and void. The provisions of this Plan shall be binding on each
Participant and Beneficiary and on the Plan Sponsor and each Affiliate.

                  10.4.    Construction. This Plan shall be construed in
accordance with the laws of the State of Georgia except to the extent such laws
are preempted by federal law. Headings and subheadings have been added only for
convenience of reference and shall have no substantive effect whatsoever. All
references to sections (ss.) shall be to sections (ss.) to this Plan. All
references to the singular shall include the plural and all references to the
plural shall include the singular. All definitions in this Plan shall apply
exclusively to this Plan.

                  10.5.    No Contract of Employment. A Highly Compensated
Employee's participation in this Plan shall not constitute a contract of
employment or a right to any particular rate of compensation.


                                    ROCK-TENN COMPANY



                                    BY:
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                                    TITLE:
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                                    DATE:
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