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                                                                EXHIBIT 10.10
                                     (LOGO)
                               ROCK-TENN COMPANY


                                August 24, 2000

PERSONAL AND CONFIDENTIAL
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Mr. David C. Nicholson
568 Haralson Drive
Lilburn, Georgia 30047

         Re:  Severance Agreement
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Dear Dave:

         On behalf of Rock-Tenn Company ("Rock-Tenn"), this will set forth our
agreement regarding the termination of your employment with Rock-Tenn. For
purposes of this Agreement, "Rock-Tenn" shall be deemed to include both
Rock-Tenn and all of its direct and indirect subsidiaries and divisions. The
parties agree as follows:

1.   You and Rock-Tenn agree that your employment with Rock-Tenn will terminate
     effective at the close of business on August 18, 2000.

2.   Your employment will continue through August 18, 2000 and you will continue
     to receive your current salary through such date plus the amount of salary
     you would have been paid from that date through September 30, 2000, less
     all applicable federal, state and local taxes and withholdings. You will
     receive your fiscal year 2000 Rock-Tenn Bonus Plan payment to the extent
     earned for fiscal 2000. From the date hereof through August 18, 2000, you
     will report to Mr. Jim Rubright and perform such duties as he determines.
     You agree that you will maintain a positive attitude and will not make
     disparaging remarks of any nature whatsoever regarding Rock-Tenn or its
     employees.

3.   As severance, Rock-Tenn agrees to pay you a lump sum amount equal to your
     current annual salary, $248,000.00, less an amount to cover normal employee
     contributions for insurance coverage contemplated in Paragraph 4 below.
     The salary severance payment, which will be paid eight (8) days following
     your execution of this Agreement, will be made



               P.O. Box 4098 . Norcross, GA 30091 . 770-448-2193
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Mr. David C. Nicholson
August 24, 2000
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     less all applicable federal, state and local taxes and withholdings. The
     payments shall be in full satisfaction of all obligations of any kind or
     description which Rock-Tenn has, or might have, to you except for the
     payment of benefits due after termination of your employment under the
     terms of any employee benefit plan in which you participate and which is
     subject to the Employee Retirement Income Security Act of 1974, as
     amended, and the Company's other obligations under this Agreement. Any
     such benefits shall be payable to you pursuant to the terms of any such
     plan on the same basis as benefits are payable to any other participant in
     such plan. This release does not apply to any rights you may have pursuant
     to COBRA to continue medical coverage at your own expense after September
     30, 2001.

4.   Rock-Tenn will continue its medical, dental and life insurance plans for
     you and your eligible dependents through the severance period ending
     September 30, 2001. In the event that you accept new employment prior to
     September 30, 2001, your insurance coverage under this Paragraph 4 will
     end no later than ninety days following the commencement of such
     employment if such insurance is available through such employment. In the
     event that your insurance coverage under this Paragraph 4 is ended prior
     to September 30, 2001, you will be reimbursed for any unused portion of
     your employee contributions that were deducted pursuant to Paragraph 3
     hereof.

5.   As of October 1, 2001 or such earlier date as your insurance coverage
     under Paragraph 4 ends, you will be eligible for COBRA insurance coverage.
     If you elect to continue coverage under COBRA, you shall be solely
     responsible for the payment of premiums with respect to such coverage.

6.   Rock-Tenn agrees to provide you with outplacement assistance through Drake
     Beam Morin for executive job search assistance and support. If you prefer
     and choose to use another outplacement agency, Rock-Tenn agrees to
     reimburse you up to an amount equal to $14,000 for outplacement assistance.

7.   Except for the compensation provided for herein, any vested accrued
     pension benefits, vested Supplemental Executive Retirement Plan (SERP)
     benefits, vested 401(k) benefits and your rights under COBRA (and any
     similar law), you herby
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Mr. David C. Nicholson
August 24, 2000
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     waive and relinquish all benefits and compensation whatsoever, whether
     accrued or contingent, arising out of or in connection with your employment
     with Rock-Tenn.

8.   In return for the payments and actions of Rock-Tenn set out in this
     Agreement which, as you know, are in excess of those to which you would
     otherwise be entitled, you agree that you will release and covenant not to
     sue Rock-Tenn, its successors, agents, corporate affiliates, officers,
     directors and other employees from any and all claims, demands,
     liabilities, damages, costs (including attorneys' fees) and obligations of
     any kind in your favor (known or unknown) which arise out of your
     employment with or separation of employment with Rock-Tenn. This includes,
     but is not limited to, claims under the Age Discrimination in Employment
     Act of 1967; the Americans With Disabilities Act of 1990; Title VII of the
     Civil Rights Act of 1964; The Rehabilitation Act of 1973; 42 U.S.C. Section
     1981 and 1983; and other federal, state, or local laws including, but not
     limited to, claims for breach of contract or wrongful discharge under state
     laws. This release does not apply to claims, if any, for which releases are
     prohibited by applicable law or which arise after the date you sign this
     Agreement. Rock-Tenn and its agents expressly deny that they have any
     liability to you, and this Agreement should not be construed as an
     admission of any such liability. You are advised to consult with an
     attorney before signing this Agreement.

9.   You acknowledge that during the term of your employment by Rock-Tenn, you
     may have acquired knowledge of confidential and proprietary information
     regarding, among other things, Rock-Tenn's present and future operations,
     its customers and suppliers, pricing and bidding strategies, and the
     methods used by Rock-Tenn and its employees. You hereby agree that you will
     hold in a fiduciary capacity for the benefit of Rock-Tenn, and shall not
     directly or indirectly use or disclose any Trade Secret, as defined
     hereinafter, that you may have acquired during the term of your employment
     by Rock-Tenn for so long as such information remains a Trade Secret. The
     term "Trade Secret" as used in this Agreement shall mean information
     including, but not limited to, technical or nontechnical data, a formula, a
     pattern, a compilation, a program, a device, a method, a technique, a
     drawing, a process, financial data, financial plans, product
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Mr. David C. Nicholson
August 24, 2000
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     plans, or a list of actual or potential customers or suppliers which:

     i.   derives economic value, actual or potential from not being generally
          known to, and not being readily ascertainable by proper means by,
          other persons who can obtain economic value from its disclosure or
          use; and

     ii.  is the subject of reasonable efforts by Rock-Tenn to maintain its
          secrecy.

     In addition to the foregoing and not in limitation thereof, you agree that
     for a period of two (2) years after the separation of your employment by
     Rock-Tenn, you will hold in a fiduciary capacity for the benefit of
     Rock-Tenn and shall not directly or indirectly use or disclose, any
     Confidential or Proprietary Information, as defined hereinafter, that you
     may have acquired (whether or not developed or compiled by you and whether
     or not you were authorized to have access to such Information) during the
     term of, in the course of, or as a result of your employment by Rock-Tenn.
     The term "Confidential or Proprietary Information" of Rock-Tenn shall
     mean proprietary information not otherwise included in the definition of
     "Trade Secret" above. The term "Confidential and Proprietary Information"
     does not include information that has become generally available to the
     public by the act of one who has the right to disclose such information.

10.  Except for information that needs to be conveyed to your tax and legal
     advisors, you and your family members have kept and will continue to keep
     all terms of this Agreement confidential, including the fact that this
     Agreement exists. In addition, you agree that neither you nor any of your
     family members will make any disparaging remarks, comments or allegations
     regarding Rock-Tenn or any of its employees. In the event that the
     covenants contained in Paragraphs 9 or this Paragraph 10 are violated, you
     agree to pay to Rock-Tenn as liquidated damages an amount equal to the
     severance payments made to you under Paragraph 3 hereof.

11.  You agree and acknowledge that, if a violation of any covenant
     contained in Paragraph 9 occurs or is threatened, such violation or
     threatened violation will cause irreparable injury to Rock-Tenn, that the
     remedy at law for any such violation or threatened violation will be
     inadequate and that Rock-Tenn shall be entitled to
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Mr. David C. Nicholson
August 24, 2000
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     appropriate equitable relief, including, without limitation, an injunction
     against any breach by you of such provisions. Should it be held at any time
     by any court that any of the agreements set forth in Paragraphs 9 or 10 of
     this Agreement are invalid or unenforceable in any respect, you agree that
     such court may impose, upon the motion of Rock-Tenn, any lesser
     restrictions that it may consider appropriate to protect the interests of
     Rock-Tenn, and the remaining terms of this Agreement shall not be affected
     thereby and shall be enforced to the greatest extent permitted by law.

12.  The provisions included in this Agreement constitute the entire agreement
     between you and Rock-Tenn, and no other agreement shall have any force or
     effect unless it is reduced to writing and signed by both parties.

13.  You hereby acknowledge and represent that you have been offered a period of
     at least twenty-one (21) days to consider the terms of this Agreement,
     Rock-Tenn has advised you in writing to consult with an attorney prior to
     signing this Agreement, and you have received valuable and good
     consideration to which you are not otherwise entitled in exchange for your
     signing this Agreement.

14.  This Agreement, the rights and obligations of you and Rock-Tenn, and any
     claims or disputes relating to this Agreement shall be governed by and
     construed in accordance with the laws of the State of Georgia, not
     including the choice-of-law rules thereof.

15.  In the event that any provision, paragraph, covenant, or clause of this
     Agreement is held to be unenforceable or invalid for any reason by a court
     of competent jurisdiction or otherwise, the validity of the remaining
     provisions, paragraphs, covenants, or clauses of this Agreement shall not
     be affected and the invalid or unenforceable provision, paragraph,
     covenant, or clauses shall be deemed not to be a part of this Agreement.


                                   Sincerely,

                                   /s/ JAMES A. RUBRIGHT
                                   ---------------------
                                   James A. Rubright
                                   Chief Executive Officer
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Mr. David C. Nicholson
August 24, 2000
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I knowingly and voluntarily accept the terms of this Agreement set forth above.
I understand that I have the right to revoke this Agreement during the seven
(7) days following the date that I have signed this Agreement (set forth below)
and that this Agreement (including my rights to receive payments under this
Agreement) will not go into effect or be enforceable until the seven (7) day
period expires. I further understand that any amounts due to be paid to me
under this Agreement will not become payable to me until the seven day period
expires and this Agreement becomes effective.


Signature:    /s/ DAVID C. NICHOLSON
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           David C. Nicholson

Date:     8/24    , 2000
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