EX-10.2 SECOND AMEND TO SUPPLEMENTAL SAVINGS PLAN



 





Exhibit 10.2




SECOND AMENDMENT

TO THE ROCK-TENN COMPANY

SUPPLEMENTAL RETIREMENT SAVINGS PLAN




     THIS AMENDMENT to the Rock-Tenn Company Supplemental Retirement Savings Plan (the “Plan”) is
made on this 16th day of November, 2007, by the Administrative Committee of the Plan (the
“Committee”);



W I T N E S S E T H:




     WHEREAS, Section 9.1 of the Plan provides that the Committee has the right to amend the Plan
at any time; and



     WHEREAS, the Committee desires to amend the Plan to provide that individuals who are eligible
for the Senior Executive Subplan will be eligible to begin making base salary deferrals for a given
plan year when either (i) their base compensation for such plan year reaches the compensation limit
under Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”), or
(ii) their contributions to the Rock-Tenn Company 401(k) Retirement Savings Plan for Salaried and
Non-Union Hourly Employees (including their catch-up contributions) for such plan year reach the
maximum deferral limit under Code Section 402(g);



     NOW, THEREFORE, effective as of January 1, 2008, Exhibit B of the Plan hereby is amended as
follows:



     1. Section B-1.1 of Exhibit B of the Plan is amended to read as follows:




     B-1.1 Base Salary means, with respect to an employee for a Plan Year,
such employee’s base pay for such Plan Year as determined by the Administrative
Committee, including any portion of such base pay that is deferred under the Plan or
under a Code Section 401(k) plan or Code Section 125 plan maintained by a
Participating Company but excluding any portion of such base pay that is paid or
made available to the employee during the Plan Year either (i) while he is not an
active Participant or (ii) prior to the first regular paycheck in such Plan Year
from which no amount (including catch-up contributions) is, or could be, withheld
and contributed to the 401(k) Plan on account of whichever of the following first
occurs: (A) such Participant’s 401(k) elective contributions reach the Code Section
402(g) maximum deferral limit for such Plan Year, or (B) such Participant’s base pay
reaches the Code Section 401(a)(17) maximum compensation limit for such Plan Year.



     2. Section B-3.1(a) of Exhibit B of the Plan is amended to read as follows:




          (a) Base Salary Deferral Election. Subject to the terms and conditions
set forth below, a Base Salary Deferral Election will provide for the reduction of a
Participant’s Base Salary in each regular paycheck payable during



 









 






the Plan Year for which the Base Salary Deferral Election is in effect, beginning with the first such
regular paycheck for such Plan Year from which no amount (including catch-up
contributions) is, or could be, withheld and contributed to the 401(k) Plan on
account of whichever of the following first occurs: (i) such Participant’s 401(k)
elective contributions reach the Code Section 402(g)
maximum deferral limit for such Plan Year, or (ii) such Participant’s base pay
reaches the Code Section 401(a)(17) maximum compensation limit.



     3. Section B-3.2(a)(i) of Exhibit B of the Plan is amended to read as follows:




          (i) Initial Base Salary Deferral Election. A Participant’s initial
Base Salary Deferral Election with respect to his Base Salary for any Plan Year will
be effective for the first regular paycheck (A) which relates to a payroll period
ending no earlier than the last day of the immediately preceding Plan Year and (B)
from which no amount is withheld and contributed to the 401(k) Plan (on account of
whichever of the following first occurs: (i) such Participant’s 401(k) elective
contributions reach the Code Section 402(g) maximum deferral limit for such Plan
Year, or (ii) such Participant’s base pay reaches the Code Section 401(a)(17)
maximum compensation limit) paid after the date the Base Salary Deferral Election is
submitted and becomes effective. To be effective, a Participant’s initial Base
Salary Deferral Election must be made before the first day of the Plan Year for
which Base Salary Deferral Contributions will be made, or, if later and if the
Participant has never previously participated in, or been covered under, any plan,
arrangement or program of any member of the Controlled Group that would be required
to be aggregated with the Plan under Code Section 409A, within 30 days after the
date on which his participation first becomes effective pursuant to Section B-II, or
at such earlier time as the Administrative Committee may prescribe. If an Eligible
Employee fails to submit a Base Salary Deferral Election in a timely manner, he will
be deemed to have elected not to participate in the Plan for that Plan Year with
respect to his Base Salary.



     4. Section B-3.2(d) of Exhibit B of the Plan is amended to read as follows:




          (d) Impact on 401(k) Plan Elections. To the extent necessary to comply
with the requirements of Code Section 409A, a Participant who makes a Base Salary
Deferral Election for a Plan Year will not be permitted to modify or revoke his
deferral election under the 401(k) Plan for such Plan Year (including his catch-up
contribution deferral election).



[signature on following page]




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     IN WITNESS WHEREOF, the Committee has caused its duly authorized member to execute this
Amendment on the date first above written.



	 	 	 	 	 	 	 
	 	 	ADMINISTRATIVE COMMITTEE OF THE

ROCK-TENN COMPANY SUPPLEMENTAL

RETIREMENT SAVINGS PLAN	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven C. Voorhees	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	 Chief Financial Officer	 	 






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