1




                                                                   EXHIBIT 4.4

         Rock-Tenn Company has excluded from filing herewith instruments
relating to (i) the $5,850,000 Industrial Development Revenue Bonds (Rock-Tenn
Converting Company Project), Series 1986, issued by the Waxahachie Industrial
Development Authority; (ii) the $6,750,000 Economic Development Revenue Bonds
(Rock-Tenn Company, Mill Division Inc. Project), Series 1995, issued by the City
of Columbus, Indiana; (iii) the $3,300,000 Economic Development Revenue Bonds
(Rock-Tenn Converting Company Facility), Series 1994, issued by the Maryland
Industrial Development Financing Authority; (iv) the $4,000,000 Industrial
Development Revenue Bonds (Rock-Tenn Converting Company Project), Series 1995,
issued by the Industrial Development Board of the City of Tullahoma, Tennessee;
(v) the $2,750,000 Industrial Development Revenue Bonds (Rock-Tenn Converting
Company Project, Series 1995, issued by the Industrial Development Board of the
County of Wilson; (vi) the $2,500,000 Industrial Development Revenue Bonds
(Rock-Tenn Converting Company Project), Series 1995, issued by the Development
Authority of DeKalb County; (vii) the $2,500,000 Industrial Development Revenue
Bonds (Rock-Tenn Converting Company Project), Series 1993, issued by the City of
Harrison, Arkansas; (viii) the $1,500,000 Industrial Development Revenue Bonds
(Rock-Tenn Company Mill Division, Inc.), Series 1996, issued by the Development
Authority of DeKalb County; (ix) the $1,500,000 Industrial Development Revenue
Bonds (Rock-Tenn Converting Company Project), Series 1996, issued by the Hart
County Industrial Development Authority; (x) the $3,500,000 Industrial
Development Revenue Bonds (Rock-Tenn Converting Company Project), Series 1997,
issued by the Union County Industrial Facilities and Pollution Control Financing
Authority; and (xi) the $25,000,000 Senior Unsecured Notes Purchase Agreement,
dated as of July 1, 1992, between Rock-Tenn Company and Great-West Life and
Annuity Insurance Company. Rock-Tenn Company hereby agrees to furnish a copy of
the constituent agreements relating to these bonds to the Securities and
Exchange Commission upon request.