Exhibit 10.24.3
 
  RESOLUTION OF THE ESOP COMMITTEE




OF THE APPLETON PAPERS RETIREMENT SAVINGS




AND EMPLOYEE STOCK OWNERSHIP PLAN









Amendment Number Three to the Appleton Papers Retirement Savings




and Employee Stock Ownership Plan









WHEREAS, pursuant to Section 9.1 of the Appleton Papers Retirement Savings and Employee Stock Ownership Plan (the “Plan”), Appleton Papers Inc. (the “Company”) may amend the Plan in whole or in part, at any time and from time to time; and




WHEREAS, the Board of Directors of the Company has delegated to the ESOP Committee the authority to make non-material amendments to the Plan; and




WHEREAS, the ESOP Committee has determined that it would be appropriate to adopt an amendment to the Plan revising the definition of normal retirement age under the Plan, and clarifying the operation of the Plan’s automatic contribution arrangement with respect to former employees who are rehired by the Company; and




WHEREAS, the ESOP Committee has determined that such an amendment would be a non-material amendment within the scope of the ESOP Committee’s delegation of authority from the Board of Directors;




NOW, THEREFORE, it is:




RESOLVED, that the Plan is hereby amended as set forth in the attached Amendment Number Three to the Appleton Papers Retirement Savings and Employee Stock Ownership Plan.




IN WITNESS WHEREOF, the undersigned, being all of the members of the ESOP Committee, to evidence their consent to taking the foregoing actions by written consent in lieu of a meeting, have caused the above-referenced amendment to be adopted with effect from the date specified therein.
























[Signatures appear on the following page]












Committee Member

Date/s/ Mark Richards

3/8/12Mark Richards/s/ Thomas J. Ferree

3/7/12Thomas J. Ferree/s/ Kerry S. Arent

3/7/12Kerry S. Arent/s/ Kent Willetts

3/7/12Kent Willetts/s/ Tami Van Straten

3/9/12Tami Van Straten










AMENDMENT NUMBER THREE




TO THE




APPLETON PAPERS RETIREMENT SAVINGS AND




EMPLOYEE STOCK OWNERSHIP PLAN









1.           Effective January 1, 2012, the Plan is amended by adding a new Section 1.53.1, as follows:




“1.53.1              Normal Retirement Age




The term “Normal Retirement Age” means the earlier of (i) the time that the Participant has attained the age of 65, and (ii) the time that the Participant has attained the age of 55 and has completed at least 10 years of Service.”




2.           Effective January 1, 2012, Section 1.65 of the Plan is amended in its entirety to read as follows:




“1.65              Retirement




The term “Retirement” means the termination of employment of a Participant after such Participant has attained Normal Retirement Age.”




3.           Effective January 1, 2012, Section 2.2(g) of the Plan is amended by adding the following new subsection (v) at the conclusion thereof:




“(v)           If an Employee, after terminating employment, shall be rehired by the Company and again become eligible Employee, then, solely for the purpose of this Section 2.2(g), the date as of which such Employee is rehired by the Company shall be treated as his Date of Employment.”




4.           Effective January 1, 2012, Section 4.3(a) of the Plan is amended in its entirety to read as follows:




“(a)           Attainment of Normal Retirement Age while employed by the Company, a Related Company or an affiliate;”