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                                                                    EXHIBIT 10.5

                                ROCK-TENN COMPANY
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                         EFFECTIVE AS OF OCTOBER 1, 1994

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                    PAGE
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<S>                                                                        <C>
1        Purpose..............................................................1

2        Definitions..........................................................1

         2.1. Code............................................................1
         2.2. ERISA...........................................................1
         2.3. 1993 Compensation Cap...........................................1
         2.4. Participant.....................................................1
         2.5. Rock-Tenn.......................................................1
         2.6. SERP............................................................1
         2.7. Pension Plan....................................................1

3        SERP Benefit.........................................................1

         3.1. Amount..........................................................2
         3.2. Payment.........................................................2

4        Source of Benefit Payments...........................................2

5        Not A Contract of Employment.........................................2

6        No Alienation or Assignment..........................................3

7        ERISA................................................................3

8        Administration, Amendment And Termination............................3

9        Construction.........................................................3

</TABLE>

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                                ROCK-TENN COMPANY
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                         EFFECTIVE AS OF OCTOBER 1, 1994

                                      SS. 1

                                     PURPOSE

         Rock-Tenn has adopted this SERP effective as of October 1, 1994 to
supplement a Participant's benefits under the Pension Plan in light of the
reduction in such benefits which will result from certain changes in the Code.


                                      SS. 2

                                   DEFINITIONS

         2.1.     Code. The term "Code" shall mean the Internal Revenue Code of
1986, as amended from time to time.

         2.2.     ERISA. The term "ERISA" shall mean the Employee Retirement
Income Security Act of 1974, as amended.

         2.3.     1993 Compensation Cap. The term "1993 Compensation Cap" means
$235,840 as adjusted as of October 1, 1994 and each October 1 thereafter for
inflation in the same manner as adjustments made in accordance with Code ss.
415(d) for a plan which has a plan year beginning on such date.

         2.4.     Participant. The term "Participant" shall mean each executive
of Rock-Tenn who the Compensation Committee of Rock-Tenn's Board of Directors
designates as such.

         2.5.     Rock-Tenn. The term "Rock-Tenn" shall mean Rock-Tenn Company
and any successor to Rock-Tenn Company.

         2.6.     SERP. The term "SERP" shall mean this Rock-Tenn Company
Supplemental Executive Retirement Plan, as amended from time to time.

         2.7.     Pension Plan. The term "Pension Plan" shall mean the Rock-Tenn
Company Pension Plan, as amended from time to time.

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                                     SS. 3

                                  SERP BENEFIT

         3.1.     Amount. A benefit shall be payable under this SERP to, or on
behalf of, each Participant which shall equal the excess, if any, of (a) over
(b) where

                  (a)      equals the benefit which would have been payable to,
         or on behalf of, the Participant under the Pension Plan if the 1993
         Compensation Cap had remained in effect under Code ss. 401(a)(17) (as
         in effect on December 31, 1993) and if the limitation on benefits
         payable from a defined benefit plan under Code ss. 415(b) was
         inapplicable; and

                  (b)      equals the benefit actually payable to, or on behalf
         of, the Participant under the Pension Plan.

The benefit described in ss. 3.1(a) shall be determined and paid in the same
form and at the same time as the benefit described in ss. 3.1(b).

         3.2.     Payment. The benefit payable to, or on behalf of, a
Participant in this ss. 3 shall be paid as of the same date, in the same benefit
payment form and to the same person as the Participant's benefit under the
Pension Plan.

                                     SS. 4

                           SOURCE CF BENEFIT PAYMENTS

         All benefits payable under this SERP shall be paid by Rock-Tenn from
its general assets. No person shall have any right or interest or claim
whatsoever to the payment of a benefit under this SERP from any person
whomsoever other than Rock-Tenn, and no Participant or beneficiary shall have
any right or interest whatsoever to the payment of a benefit under this SERP
which is superior in any manner to the right of any other general and unsecured
creditor of Rock-Tenn.

                                     SS. 5

                          NOT A CONTRACT OF EMPLOYMENT

         Participation in this SERP shall not grant to any Participant the right
to remain an employee of Rock-Tenn for any specific term of employment or in any
specific capacity or at any specific rate of compensation.


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                                     SS. 6

                           NO ALIENATION OR ASSIGNMENT

         A Participant or a beneficiary under this SERP shall have no right or
power to alienate, commute, anticipate or otherwise assign at law or equity all
or any portion of any benefit otherwise payable under this SERP, and Rock-Tenn
shall have the right to suspend temporarily or terminate permanently the payment
of benefits to, or on behalf of, any Participant or beneficiary who attempts to
do so.

                                      SS. 7

                                      ERISA

         Rock-Tenn intends that this SERP come within the various exceptions and
exemptions to ERISA for an unfunded deferred compensation plan maintained
primarily for a select group of management or highly compensated employees
within the meaning of ERISA ss. 201(2), ss. 301(a)(3) and ss. 401(a)(1), and any
ambiguities in this SERP shall be construed to effect that intent.

                                     SS. 8

                    ADMINISTRATION, AMENDMENT AND TERMINATION

         The Compensation Committee of Rock-Tenn's Board of Directors shall have
all powers necessary to interpret and to administer this SERP in its absolute
discretion and, further, shall have the right to amend this SERP from time to
time in any respect whatsoever and to terminate this SERP at any time; provided,
however, that any such amendment or termination shall not be applied
retroactively to deprive a Participant of benefits accrued under this Plan to
the date of such amendment or termination.

                                     SS. 9

                                  CONSTRUCTION

         This SERP shall be construed in accordance with the laws of the State
of Georgia, and the masculine shall include the feminine and the singular the
plural whenever appropriate.


                                            ROCK-TENN COMPANY


                                            By:
                                               ---------------------------------
                                            Title:
                                                  ------------------------------


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