Exhibit 4.10

                                 FIRST AMENDMENT
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                                     TO THE
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                   SENA 401(k) PLAN FOR KIMBERLY UNION MEMBERS
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            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001)
            ---------------------------------------------------------

         WHEREAS, Stora Enso North America Corp. ("SENA"), as the sponsor of the
SENA 401(k) Plan for Kimberly Union Members (As Amended and Restated Effective
as of January 1, 2001) (the "plan"), desires to amend the plan effective January
1, 2001, in accordance with the powers granted to it under Section 11.01 of the
plan and acting pursuant to the authority granted by resolution of the Board of
Directors of SENA.

         NOW THEREFORE, the plan is amended in the following respects:

         1.   The definition of "compensation" contained in Section 1.01(d) of
              the plan is hereby amended by deleting the first sentence thereof
              and replacing it with the following:

              "Compensation" means earnings from the Employers as reported in
              Box 1 of Form W-2 (or its successor) plus any salary reduction
              pursuant to Code Sections 125, 132(f)(4) and 401(k)."

         2.   The Rollover Rules contained in Section 12.06 are hereby amended
              by deleting subsection (b) in its entirety and replacing it with
              the following:

                   "(b) An eligible rollover distribution is any distribution
              of all or any portion of the balance to the credit of the
              distributee, except that an eligible rollover distribution does
              not include: any distribution that is one of a series of
              substantially equal periodic payments (not less frequently than
              annually) made for the life (or life expectancy) of the
              distributee or the joint lives (or joint life expectancies) of
              the distributee and the distributee's designated beneficiary, or
              for a specified period of ten years or more; any distribution to
              the extent such distribution is required under Section 401(a)(9)
              of the Code; any hardship withdrawals made under the Plan which
              are defined by Section 401(k)(2)(B)(i)(IV) of the Code and are
              attributable to the participant's elective contributions under
              Treasury Regulation Section 1.401(k)-1(d)(2)(ii); and the portion
              of any distribution that is not includible in gross income
              (determined without regard to the exclusion for net unrealized
              appreciation with respect to employer securities). "

         3.   The Participation Requirements in Section 2.01(b) are hereby
              amended by deleting subsection (b) in its entirety and replacing

+              it with the following:

                   "(b) An employee whose terms of employment are governed by
              the terms of a collective bargaining agreement with an Employer
              which provides for his or her participation in the Plan;
              excluding:

                    (i)  an employee under age eighteen (18);

                    (ii) an "intermittent" employee who completes less than
                         1,000 hours of service in any Plan Year; (An
                         "intermittent employee" is any employee who, at the
                         time of his employment, is employed as a temporary
                         employee under one of the following employment
                         categories: permanent part time; temporary full time;
                         or temporary part time.),

                    (iii) an employee in the job category of "Plant Laborer"; or

                    (iv) an employee who is a nonresident alien.

                           An employee who ceases to be ineligible shall become
                  a Participant as of the first day of any calendar month which
                  is coincidental with or immediately following the cessation of
                  such ineligible status."

         4.   The first sentence of Section 5.02(g) is hereby deleted, and in
              its place, the following statement is inserted:

              "For purposes of subsections (b) and (f), an "hour of service"
              means each hour, up to a maximum of forty (40) in any week, for
              which an employee is paid, or entitled to payment, by an Employer
              for the performance of duties or on account of a period of time
              during which no duties were performed for reasons of a Disability
              or authorized leave of absence, including an authorized leave of
              absence due to pregnancy, birth of a child of the employee,
              placement for adoption of a child with the employee, or to care
              for such child following such birth or placement as described in
              Section 410(a)(5)(E)(i) of the Code."

         5.   In all respects not above amended, the plan is hereby ratified
              and confirmed.

         IN WITNESS WHEREOF, SENA has caused this First Amendment to the plan to
be executed on its behalf by its duly authorized officers this 17th day of
December, 2002.

                                            STORA ENSO NORTH AMERICA CORP.

                                            By:/s/ Gary A. Parafinczuk
                                               ---------------------------------
                                                 Gary A. Parafinczuk
                                            Its: SVP Human Resources
ATTEST:

By: /s/ Carl H. Wartman
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     Carl H. Wartman
Its: Secretary & General Counsel


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