Exhibit 4.11

                                SECOND AMENDMENT
                                ----------------
                                     TO THE
                                     ------
                   SENA 401(k) PLAN FOR KIMBERLY UNION MEMBERS
                   -------------------------------------------
               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)
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         WHEREAS, Stora Enso Notrh America Corp. ("SENA") as 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 in accordance with the
powers granted to it under subsection 11.01 of the plan.

         NOW THEREFORE, the plan is amended for the following reasons and in the
following respects:

         This amendment is adopted primarily to reflect certain provisions of
the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"), is
intended as good faith compliance with the requirements of EGTRRA, and is to be
construed in accordance with EGTRRA and the guidance issued thereunder. Except
as otherwise provided herein, this amendment shall be effective as of January 1,
2002.

         1.   Effective January 1, 2003, Section 3.02(a) of the plan is hereby
              amended by deleting the first sentence thereof and replacing it
              with the following:

"Effective as of January 1, 2003, at the time of the election under Section
3.01, the Participant shall select the rate of Employee Contributions which may
be any whole percentage of regular pay to a maximum of twenty-five percent
(25%)."

         2.   The plan is hereby amended by inserting a new Section 8.09
              entitled "Benefit Claims." The new Section 8.09 shall read as
              follows:

"Section 8.09.    Benefit Claims Procedure.
 -----------------------------------------

(a)  For all claims other than disability claims filed on or after January 1,
     2002:

     (1)  Filing of Claims: A claim for benefits other than for disability
          benefits shall be made by filing a written request with the Board on a
          form provided by the Board, which shall be delivered to the Board and
          accompanied by such substantiation of the claim as the Board considers
          necessary and reasonable for the type of claim being filed. If the
          claims procedure form made available by the Board does not contain
          information on where to file the claim, the claim may be submitted to
          SENA's benefits department at the site where the claimant is employed.

     (2)  Denial of Claims: If a claim is denied in whole or in part, the
          claimant shall receive a written or electronic notice explaining the
          denial of the claim within ninety (90) days after the Board's receipt
          of the claim. If the Board determines that for reasons beyond its
          control, a ninety (90) day extension of time is necessary to process
          the claim, the claimant shall be notified in writing of the extension
          and reason for the extension within ninety (90) days after the Board's
          receipt of the claim. The written extension notification shall also
          indicate the date by which the Board expects to render a final
          decision. A notice of denial of claim shall contain the following:

               (A)  the specific reason or reasons for the denial;

               (B)  reference to the specific Plan provisions on which the
                    denial is based;

               (C)  a description of any additional materials or information
                    necessary for such claimant to perfect the claim and an
                    explanation of why such material or information is
                    necessary; and

               (D)  a description of the Plan's review procedures and the time
                    limits applicable to such procedures, including a statement
                    of the claimant's right to bring a civil action under
                    Section 502(a) of ERISA following an adverse benefit
                    determination on review.

     (3)  Request for Review of Denied Claims: A claimant may file a written
          request for a review of the denial of a claim within sixty (60) days
          after receiving written notice of the denial. The claimant may submit
          written comments, documents, records and other relevant information in
          support of the claim. A claimant shall be provided, upon request and
          without charge, reasonable access to, and copies of, all documents,
          records, and other information relevant to the claimant's claim for
          benefits. A document, record, or other information shall be considered
          relevant if it:

               (A)  was relied upon in denying the claim;

               (B)  submitted, considered or generated in the course of
                    processing the claim, regardless of whether it was relied
                    upon;

               (C)  demonstrates compliance with the claims procedures process;
                    or

               (D)  constitutes a statement of Plan policy or guidance
                    concerning the denied benefit, regardless of whether it was
                    relied upon.

     (4)  Review Procedures: In reviewing a denied claim, the reviewer shall
          take into consideration all comments, documents, records, and other
          information submitted by the claimant in support of the claim, without
          regard to whether such information was submitted or considered in the
          initial benefit determination.

     (5)  Decisions on Reviewed Claims: The Board will notify the claimant in
          writing of its decision on the appeal. Such notification will be in
          writing in a form designed to be understood by the claimant. If the
          claim is denied in whole or in part on appeal, the notification will
          also contain:

               (A)  the specific reason or reasons for the denial;

               (B)  reference to the specific Plan provisions on which the
                    determination is based;

               (C)  a statement that the claimant is entitled to receive, upon
                    request and free of charge, reasonable access to, and copies
                    of, all documents, records, and other information relevant
                    to the claimant's claim for benefits. A document, record, or
                    other information shall be considered relevant if it:

                    (i)  was relied upon in denying the claim;

                    (ii) submitted, considered or generated in the course of
                         processing the claim, regardless of whether it was
                         relied upon;

                    (iii) demonstrates compliance with the claims procedures
                         process; or

                    (iv) constitutes a statement of Plan policy or guidance
                         concerning the denied benefit, regardless of whether it
                         was relied upon; and

                    (v)  a statement that the claimant has a right to bring an
                         action under Section 502(a) of ERISA.

               Such notification will be given by the Board within sixty (60)
               days after the complete appeal is received by the Board (or
               within one hundred twenty (120) days if the Board determines
               special circumstances require an extension of time for
               considering the appeal, and if written notice of such extension
               and circumstances is given to the claimant within the initial
               sixty (60) day period). Such written extension notice shall also
               indicate the date by which the Board expects to render a
               decision.

     (6)  Compliance With Regulations: Notwithstanding anything in this Section
          8.09 to the contrary, the Board shall make all determinations
          regarding claims for benefits other than for disability benefits of
          Participants filed on or after January 1, 2002 in accordance with
          Section 2560.503-1 of the Department of Labor Regulations.

(b)  For disability claims filed on or after January 1, 2002:

     (1)  Filing of Claims: A claim for disability benefits shall be made by
          filing a written request with the Board on a form provided by the
          Board, which shall be delivered to the Board and accompanied by such
          substantiation of the claim as the Board considers necessary and
          reasonable for the type of claim being filed. If the claims form made
          available by the Board does not contain information on where to file
          the claim, the claim may be submitted to SENA's benefits department at
          the site where the claimant is employed.

     (2)  Denial of Claims: If a claim is denied in whole or in part, the
          claimant shall receive a written or electronic notice explaining the
          denial of the claim within forty-five (45) days after the Board's
          receipt of the claim. If the Board determines that for reasons beyond
          its control, a thirty (30) day extension of time is necessary to
          process the claim, the claimant shall be notified in writing of the
          extension, the reason for the extension, and the date by which the
          Board expects to render its decision within forty-five (45) days after
          the Board's receipt of the claim. If the Board determines that, for
          reasons beyond its control, a decision on the claim cannot be rendered
          within the thirty (30) day extension period, it may extend the period
          for rendering a decision an additional thirty (30) days, provided the
          Board notifies the claimant in writing of the second thirty (30) day
          extension, the reason for the extension, and the date by which the
          Board expects to render its decision within the first thirty (30) day
          extension period. A notice of denial of the claim will contain the
          following:

               (A)  the specific reason or reasons for the denial;

               (B)  reference to the specific Plan provisions on which the
                    denial is based;

               (C)  a description of any additional materials or information
                    necessary for such claimant to perfect the claim and an
                    explanation of why such material or information is
                    necessary;

               (D)  a description of the Plan's review procedures and the time
                    limits applicable to such procedures, including a statement
                    of the claimant's right to bring a civil action under
                    Section 502(c) of ERISA following an adverse benefit
                    determination on review;

               (E)  if an internal rule, guideline or protocol or other similar
                    criterion was relied upon in denying the claim, either the
                    specific rule, guideline, protocol, or other similar
                    criterion or a statement that such rule, guideline,
                    protocol, or other similar criterion was relied upon in
                    denying the claim and that a copy of the relied upon
                    authority will be provided free of charge to the claimant
                    upon request; and

               (F)  if the denial is based on a medical necessity or
                    experimental treatment or similar exclusion or limit, either
                    an explanation of the scientific or clinical judgment for
                    the determination, applying the terms of the Plan to the
                    claimant's medical circumstances, or a statement that such
                    explanation will be provided free of charge upon request.

     (3)  Request for Review of Denied Claims: A claimant may file a written
          request for a review of the denial of a claim within one-hundred
          eighty (180) days after receiving written notice of the denial. The
          claimant may submit written comments, documents, records and other
          relevant information in support of the claim. A claimant shall be
          provided, upon request and without charge, reasonable access to, and
          copies of, all documents, records, and other information relevant to
          the claimant's claim for benefits. A document, record, or other
          information shall be considered relevant if it:

               (A)  was relied upon in denying the claim;

               (B)  submitted, considered or generated in the course of
                    processing the claim, regardless of whether it was relied
                    upon;

               (C)  demonstrates compliance with the claims procedures process;
                    or

               (D)  constitutes a statement of Plan policy or guidance
                    concerning the denied benefit.

     (4)  Review Procedures: In reviewing a denied claim, the reviewer shall
          take into consideration all comments, documents, records, and other
          information submitted by the claimant in support of the claim, without
          regard to whether such information was submitted or considered in the
          initial benefit determination. In addition, the review procedure:

               (A)  shall be conducted by an appropriate reviewer who is neither
                    the individual who initially denied the claim, nor a
                    subordinate of such individual;

               (B)  shall not give any deference to the initial adverse
                    determination;

               (C)  if the initial denial was based in whole or in part on a
                    medical judgment, the reviewer shall consult with an
                    appropriate health care professional who has appropriate
                    training and experience in the medical field involved and
                    who is neither an individual consulted in connection with
                    the initial claim denial nor a subordinate of such
                    individual; and

               (D)  shall provide for the identification of the medical or
                    vocational experts who were consulted in connection with the
                    initial adverse determination.

     (5)  Decisions on Reviewed Claims: The Board will notify the claimant in
          writing of the reviewer's decision on the appeal. Such notification
          will be in writing in a form designed to be understood by the
          claimant. If the claim is denied in whole or in part on appeal, the
          notification will also contain:

               (A)  the specific reason or reasons for the denial;

               (B)  reference to the specific Plan provisions on which the
                    determination is based;

               (C)  a statement that the claimant is entitled to receive, upon
                    request and free of charge, reasonable access to, and copies
                    of, all documents, records, and other information relevant
                    to the claimant's claim for benefits. A document, record, or
                    other information shall be considered relevant if it:

                    (i)  was relied upon in denying the claim;

                    (ii) submitted, considered or generated in the course of
                         processing the claim, regardless of whether it was
                         relied upon;

                    (iii) demonstrates compliance with the claims procedures
                         process; or

                    (iv) constitutes a statement of Plan policy or guidance
                         concerning the denied benefit;

               (D)  if an internal rule, guideline or protocol or other similar
                    criterion was relied upon in denying the claim, either the
                    specific rule, guideline, protocol, or other similar
                    criterion or a statement that such rule, guideline,
                    protocol, or other similar criterion was relied upon in
                    denying the claim;

               (E)  if the denial is based on a medical necessity or
                    experimental treatment or similar exclusion or limit, either
                    an explanation of the scientific or clinical judgment for
                    the determination, applying the terms of the Plan to the
                    claimant's medical circumstances,

               (F)  or a statement that such explanation will be provided free
                    of charge upon request;

               (G)  a statement describing the claimant's right to bring a civil
                    action under Section 502(c) of ERISA; and the following
                    statement:

                    "You and your plan may have other voluntary dispute
                    alternative resolution options, such as mediation. One way
                    to find out what may be available is to contact your local
                    U.S. Department of Labor Office and your State insurance
                    regulatory agency."

          Such notification will be given by the Board within forty-five (45)
          days after the complete appeal is received by the Board (or within
          seventy-five (75) days if the reviewer determines special
          circumstances require an extension of time for considering the appeal,
          and if written notice of such extension and circumstances is given to
          the claimant within the initial forty-five (45) day period). Such
          written extension notice shall also indicate the date by which the
          reviewer expects to render a decision.

     (6)  Compliance With Regulations: Notwithstanding anything in this Section
          8.09 to the contrary, the Board shall make all determinations
          regarding claims for disability benefits of Participants filed on or
          after January 1, 2002 in accordance with Section 2560.503-1 of the
          Department of Labor Regulations."

          3.   Section 3.02(e) of the plan is hereby amended by adding a new
               subsection (ix) which reads as follows:

     "(ix)Effective January 1, 2002, all Participants who are eligible to make
          elective deferrals under this Plan and who have attained age 50 before
          the close of the Plan Year shall be eligible to make catch-up
          contributions in accordance with, and subject to the limitations of,
          Section 414(v) of the Code. Such catch-up contributions shall not be
          taken into account for purposes of the provisions of the Plan
          implementing the required limitations of Sections 402(g) and 415 of
          the Code. The Plan shall not be treated as failing to satisfy the
          provisions of the Plan implementing the requirements of Section
          401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as
          applicable, by reason of the making of such catch-up contributions."

          4.   Effective January 1, 2003, Section 7.02(e) of the plan is hereby
               amended by deleting the last sentence thereof and replacing it
               with the following:

     "This subsection shall continue in effect until the end of the last
     calendar year beginning before the effective date of the final regulations
     under Section 401(a)(9) of the Code which are contained in Section 7.09 of
     this Plan."

          5.   Effective January 1, 2003, Section 7.09 is hereby added to the
               plan to read as follows:

"Section 7.09.    Minimum Distribution Requirements.
 --------------------------------------------------

(a)  General Rules.

     (i)  Effective Date: The provisions of this section apply for purposes of
          determining minimum required distributions for calendar years
          beginning with the 2003 calendar year.

    (ii)  Precedence: The requirements of this section will take precedence over
          any inconsistent provisions of the Plan.

   (iii)  Requirements of Treasury Regulations Incorporated: All distributions
          required under this section will be determined and made in accordance
          with the Treasury regulations under Section 401(a)(9) of the Code.

    (iv)  TEFRA Section 242(b)(2) Elections: Notwithstanding the other
          provisions of this section, distributions may be made under a
          designation made before January 1, 1984, in accordance with Section
          242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and
          the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

(b)  Time and Manner of Distribution.

     (i)  Required Beginning Date: The Participant's entire interest will be
          distributed, or begin to be distributed, to the Participant no later
          than the Participant's required beginning date.

    (ii)  Death of Participant Before Distributions Begin: If the Participant
          dies before distributions begin, the Participant's entire interest
          will be distributed, or begin to be distributed, no later than as
          follows:

          (A)  If the Participant's surviving spouse is the Participant's sole
               designated Beneficiary, then distributions to the surviving
               spouse will begin by December 31 of the calendar year immediately
               following the calendar year in which the Participant died, or by
               December 31 of the calendar year in which the Participant would
               have attained age 70 1/2, if later.

          (B)  If the Participant's surviving spouse is not the Participant's
               sole designated Beneficiary, then distributions to the designated
               Beneficiary will begin by December 31 of the calendar year
               immediately following the calendar year in which the Participant
               died.

          (C)  If there is no designated Beneficiary as of September 30 of the
               year following the year of the Participant's death, the
               Participant's entire interest will be distributed by December 31
               of the calendar year containing the fifth anniversary of the
               Participant's death.

          (D)  If the Participant's surviving spouse is the Participant's sole
               designated Beneficiary and the surviving spouse dies after the
               Participant but before distributions to the surviving spouse
               begin, this subsection (b)(ii), other than subsection (b)(ii)(A),
               will apply as if the surviving spouse were the Participant.

          For purposes of this subsection (b)(ii) and subsection (d), unless
          subsection (b)(ii)(D) applies, distributions are considered to begin
          on the Participant's required beginning date. If subsection (b)(ii)(D)
          applies, distributions are considered to begin on the date
          distributions are required to begin to the surviving spouse under
          subsection (b)(ii)(A). If distributions under an annuity purchased
          from an insurance company irrevocably commence to the Participant
          before the Participant's required beginning date (or to the
          Participant's surviving spouse before the date distributions are
          required to begin to the surviving spouse under subsection
          (b)(ii)(A)), the date distributions are considered to begin is the
          date distributions actually commence.

        (iii)  Forms of Distribution: Unless the Participant's interest is
               distributed in the form of an annuity purchased from an insurance
               company or in a single sum on or before the required beginning
               date, as of the first distribution calendar year distributions
               will be made in accordance with subsections (c) and (d). If the
               Participant's interest is distributed in the form of an annuity
               purchased from an insurance company, distributions thereunder
               will be made in accordance with the requirements of Section
               401(a)(9) of the Code and the Treasury Regulations.

     (c)  Required Minimum Distributions During Participant's Lifetime.

          (i)  Amount of Required Minimum Distribution For Each Distribution
               Calendar Year: During the Participant's lifetime, the minimum
               amount that will be distributed for each distribution calendar
               year is the lesser of:

               (A)  the quotient obtained by dividing the Participant's account
                    balance by the distribution period in the Uniform Lifetime
                    Table set forth in Section 1.401(a)(9)-9 of the Treasury
                    Regulations, using the Participant's age as of the
                    Participant's birthday in the distribution calendar year; or

               (B)  if the Participant's sole designated Beneficiary for the
                    distribution calendar year is the Participant's spouse, the
                    quotient obtained by dividing the Participant's account
                    balance by the number in the Joint and Last Survivor Table
                    set forth in Section 1.401(a)(9)-9 of the Treasury
                    Regulations, using the Participant's and spouse's attained
                    ages as of the Participant's and spouse's birthdays in the
                    distribution calendar year.

          (ii) Lifetime Required Minimum Distributions Continue Through Year of
               Participant's Death: Required minimum distributions will be
               determined under this subsection (c) beginning with the first
               distribution calendar year and up to and including the
               distribution calendar year that includes the Participant's date
               of death.

     (d)  Required Minimum Distributions After Participant's Death.

          (i)  Death On or After Date Distributions Begin.

               (A)  Participant Survived by Designated Beneficiary: If the
                    Participant dies on or after the date distributions begin
                    and there is a designated Beneficiary, the minimum amount
                    that will be distributed for each distribution calendar year
                    after the year of the Participant's death is the quotient
                    obtained by dividing the Participant's account balance by
                    the longer of the remaining life expectancy of the
                    Participant or the remaining life expectancy of the
                    Participant's designated Beneficiary, determined as follows:

                    (1)  The Participant's remaining life expectancy is
                         calculated using the age of the Participant in the year
                         of death, reduced by one for each subsequent year.

                    (2)  If the Participant's surviving spouse is the
                         Participant's sole designated Beneficiary, the
                         remaining life expectancy of the surviving spouse is
                         calculated for each distribution calendar year after
                         the year of the Participant's death using the surviving
                         spouse's age as of the spouse's birthday in that year.
                         For distribution calendar years after the year of the
                         surviving spouse's death, the remaining life expectancy
                         of the surviving spouse is calculated using the age of
                         the surviving spouse as of the spouse's birthday in the
                         calendar year of the spouse's death, reduced by one for
                         each subsequent calendar year.

                    (3)  If the Participant's surviving spouse is not the
                         Participant's sole designated Beneficiary, the
                         designated beneficiary's remaining life expectancy is
                         calculated using the age of the Beneficiary in the year
                         following the year of the Participant's death, reduced
                         by one for each subsequent year.

               (B)  No Designated Beneficiary: If the Participant dies on or
                    after the date distributions begin and there is no
                    designated Beneficiary as of September 30 of the year after
                    the year of the Participant's death, the minimum amount that
                    will be distributed for each distribution calendar year
                    after the year of the Participant's death is the quotient
                    obtained by dividing the Participant's account balance by
                    the Participant's remaining life expectancy calculated using
                    the age of the Participant in the year of death, reduced by
                    one for each subsequent year.

          (ii) Death Before Date Distributions Begin.

               (A)  Participant Survived by Designated Beneficiary: If the
                    Participant dies before the date distributions begin and
                    there is a designated Beneficiary, the minimum amount that
                    will be distributed for each distribution calendar year
                    after the year of the Participant's death is the quotient
                    obtained by dividing the Participant's account balance by
                    the remaining life expectancy of the Participant's
                    designated Beneficiary, determined as provided in subsection
                    (d)(i).

               (B)  No Designated Beneficiary: If the Participant dies before
                    the date distributions begin and there is no designated
                    Beneficiary as of September 30 of the year following the
                    year of the Participant's death, distribution of the
                    Participant's entire interest will be completed by December
                    31 of the calendar year containing the fifth anniversary of
                    the Participant's death.

               (C)  Death of Surviving Spouse Before Distributions to Surviving
                    Spouse are Required to Begin: If the Participant dies before
                    the date distributions begin, the Participant's surviving
                    spouse is the Participant's sole designated Beneficiary, and
                    the surviving spouse dies before distributions are required
                    to begin to the surviving spouse under subsection
                    (b)(ii)(A), this subsection (d)(ii) will apply as if the
                    surviving spouse were the Participant.

(e)  Definitions.

     (i)  Designated Beneficiary: The individual who is designated as the
          Beneficiary under Section 1.01(a) of the Plan and is the designated
          Beneficiary under Section 401(a)(9) of the Code and Section
          1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.

    (ii)  Distribution calendar year: A calendar year for which a minimum
          distribution is required. For distributions beginning before the
          Participant's death, the first distribution calendar year is the
          calendar year immediately preceding the calendar year which contains
          the Participant's required beginning date. For distributions beginning
          after the Participant's death, the first distribution calendar year is
          the calendar year in which distributions are required to begin under
          subsection (b)(ii). The required minimum distribution for the
          Participant's first distribution calendar year will be made on or
          before the Participant's required beginning date. The required minimum
          distribution for other distribution calendar years, including the
          required minimum distribution for the distribution calendar year in
          which the Participant's required beginning date occurs, will be made
          on or before December 31 of that distribution calendar year.

   (iii)  Life expectancy: Life expectancy as computed by use of the Single
          Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations.

    (iv)  Participant's account balance: The account balance as of the last
          valuation date in the calendar year immediately preceding the
          distribution calendar year (valuation calendar year) increased by the
          amount of any contributions made and allocated or forfeitures
          allocated to the account balance as of dates in the valuation calendar
          year after the valuation date and decreased by distributions made in
          the valuation calendar year after the valuation date. The account
          balance for the valuation calendar year includes any amounts rolled
          over or transferred to the Plan either in the valuation calendar year
          or in the distribution calendar year if distributed or transferred in
          the valuation calendar year.

     (v)  Required beginning date: The date specified in Section 7.02 of the
          Plan.

     6.   Section 12.06 of the plan is hereby amended to include a new
          subsection 12.06(f) which reads as follows:

     "(f) Effective for distributions made after December 31, 2001. For
purposes of the direct rollover provisions in this Section of the Plan, an
eligible retirement plan shall also mean an annuity contract described in
Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code
which is maintained by a state, political subdivision of a state, or any agency
or instrumentality of a state or political subdivision of a state and which
agrees to separately account for amounts transferred into such plan from this
Plan. The definition of eligible retirement plan shall also apply in the case of
a distribution to a surviving spouse, or to a spouse or former spouse who is the
alternate payee under a qualified domestic relations order, as defined in
Section 414(p) of the Code."

     7.   Section 12.05 of the plan is hereby amended by adding the following as
          a new subsection (d):

"(d) Modification of Top-Heavy Rules.

This section shall apply for purposes of determining whether the Plan is a
top-heavy plan under Section 416(g) of the Code for plan years beginning after
December 31, 2001, and whether the Plan satisfies the minimum benefits
requirements of Section 416(c) of the Code for such years.

     (i)  Determination of top-heavy status.

          (A)  Key employee: Key employee means any employee or former employee
               (including any deceased employee) who at any time during the plan
               year that includes the determination date was an officer of the
               Employer having annual compensation greater than $130,000 (as
               adjusted under Section 416(i)(1) of the Code for plan years
               beginning after December 31, 2002), a 5-percent owner of the
               Employer, or a 1-percent owner of the Employer having annual
               compensation of more than $150,000. For this purpose, annual
               compensation means compensation within the meaning of Section
               415(c)(3) of the Code. The determination of who is a key employee
               will be made in accordance with Section 416(i)(1) of the Code and
               the applicable regulations and other guidance of general
               applicability issued thereunder.

          (B)  Determination of present values and amounts: This subsection
               (d)(i)(B) shall apply for purposes of determining the present
               values of accrued benefits and the amounts of account balances of
               employees as of the determination date.

               (1)  Distributions during year ending on the determination date.
                    The present values of accrued benefits and the amounts of
                    account balances of an employee as of the determination date
                    shall be increased by the distributions made with respect to
                    the employee under the Plan and any plan aggregated with the
                    plan under Section 416(g)(2) of the Code during the 1-year
                    period ending on the determination date. The preceding
                    sentence shall also apply to distributions under a
                    terminated plan which, had it not been terminated, would
                    have been aggregated with the Plan under Section
                    416(g)(2)(A)(i) of the Code. In the case of a distribution
                    made for a reason other than severance from employment,
                    death, or disability, this provision shall be applied by
                    substituting "5-year period" for "1-year period."

               (2)  Employees not performing services during year ending on the
                    determination date. The accrued benefits and accounts of any
                    individual who has not performed services for the Employer
                    during the 1-year period ending on the determination date
                    shall not be taken into account.

     (ii) Minimum Benefits

          (A)  Matching contributions: Employer matching contributions shall be
               taken into account for purposes of satisfying the minimum
               contribution requirements of Section 416(c)(2) of the Code and
               the Plan. The preceding sentence shall apply with respect to
               matching contributions under the Plan or, if the Plan provides
               that the minimum contribution requirement shall be met in another
               plan, such other plan. Employer matching contributions that are
               used to satisfy the minimum contribution requirements shall be
               treated as matching contributions for purposes of the actual
               contribution percentage test and other requirements of Section
               401(m) of the Code.

          (B)  Contributions under other plans: The minimum benefit requirement
               shall be met in another plan (including another plan that
               consists solely of a cash or deferred arrangement which meets the
               requirements of Section 401(k)(12) of the Code and matching
               contributions with respect to which the requirements of Section
               401(m)(11) of the Code are met)."

          8.   Section 5.04 of the plan is hereby amended to add the following
               paragraphs to the end:

         "Effective for limitation years beginning after December 31, 2001, and
except to the extent permitted under Section 3.02(e)(ix) of the Plan and Section
414(v) of the Code, if applicable, the annual addition that may be contributed
or allocated to a Participant's account under the Plan for any limitation year
shall not exceed the lesser of:

               (a)  $40,000, as adjusted for increases in the cost-of-living
                    under Section 415(d) of the Code, or

               (b)  100 percent of the Participant's compensation, within the
                    meaning of Section 415(c)(3) of the Code, for the limitation
                    year.

The compensation limit referred to in (b) shall not apply to any contribution
for medical benefits after severance from employment (within the meaning of
Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as
an annual addition."

          9.   Sections 3.02(e)(viii) and 5.02(h)(vi) are hereby amended to add
               the following sentence to the end of both sections:

"However, for the plan years beginning after December 31, 2001, the multiple use
test described in Treasury Regulation 1.401(m)-2 and this Section of the Plan
shall not apply."

         10.   Effective January 1, 2003, Section 7.10 is hereby added to the
               plan to read as follows:

         "Section 7.10. Distribution Upon Severance From Employment. Effective
for distributions upon severances from employment occurring after January 1,
2003, a Participant's elective deferrals, qualified non-elective contributions,
qualified matching contributions, and earnings attributable to these
contributions shall be distributed on account of the Participant's severance
from employment. A severance from employment occurs when a Participant ceases to
be employed by the Employer, as a result of a liquidation, merger,
consolidation; or other similar corporate transaction; and where the Participant
continues on the same job for a different employer. However, if there is a
transfer of Plan assets and liabilities relating to any portion of the
Participant's benefit under this Plan to a plan being maintained or created by
the Participant's new employer (other than by rollover or voluntary transfer),
then the Participant will not have incurred a severance from employment.
Notwithstanding anything here to the contrary, distributions under this
subsection 7.10 shall be subject to the other provisions of the Plan regarding
distributions, other than provisions that require a separation from service
before such amounts may be distributed."


<PAGE>



IN WITNESS WHEREOF, SENA has caused this Second Amendment to the Plan to be
executed on its behalf by its duly authorized officers on 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
    ---------------------------
     Carl H. Wartman
Its: Secretary & General Counsel

                           *                *               *