Exhibit 4.9












                   SENA 401(k) PLAN FOR KIMBERLY UNION MEMBERS




























               (As Amended and Restated Effective January 1, 2001)



<PAGE>


                   SENA 401(K) PLAN FOR KIMBERLY UNION MEMBERS

                                TABLE OF CONTENTS
                                -----------------

                                                                      Page
                                                                      ----


ARTICLE I. DEFINITIONS AND CONSTRUCTION..................................2
  Section 1.01.  Definitions.............................................2
  Section 1.02.  Construction of Terms...................................3

ARTICLE II. PARTICIPATION................................................4
  Section 2.01.  Participation Requirements..............................4

ARTICLE III. EMPLOYEE CONTRIBUTIONS......................................6
  Section 3.01.  Election to Employee Contributions......................6
  Section 3.02.  Amount and Payment of Employee Contributions............6
  Section 3.03.  Suspension of a Participant's Employee Contributions....9

ARTICLE IV. EMPLOYER CONTRIBUTIONS......................................11
  Section 4.01.  Employer Contributions.................................11
  Section 4.02.  No Liability for Future Contributions..................11
  Section 4.03.  Time Period for Payment of Contributions...............11

ARTICLE V. PARTICIPANT ACCOUNTS.........................................12
  Section 5.01.  Description of Participant Accounts....................12
  Section 5.02.  Allocation of Employee Contributions
                 and Employer Contributions.............................12
  Section 5.03.  Allocation of Changes in Value.........................16
  Section 5.04.  Limitation on Allocations..............................16
  Section 5.05.  Quarterly Statements for Participants..................16
  Section 5.06.  Portability............................................16
  Section 5.07.  Special Rules Applicable to Returning Veterans.........17

ARTICLE VI. INVESTMENT FUNDS............................................18
  Section 6.01.  Description of Funds...................................18
  Section 6.02.  Direction of Investments...............................18
  Section 6.03.  Reallocation of Accounts...............................18
  Section 6.04.  SEO Unitized Stock Fund................................18
  Section 6.05.  Voting of American Depositary Shares...................18
  Section 6.06.  Funding Policy.........................................19

ARTICLE VII. PAYMENT OF BENEFITS........................................20
  Section 7.01.  Eligibility for Benefits Upon Termination..............20
  Section 7.02.  Form and Time of Payment...............................20
  Section 7.03.  In-Service Withdrawals of After-Tax
                 Employee Contributions.................................21
  Section 7.04.  In-Service Hardship....................................21
  Section 7.05.  In-Service Age 59 1/2Withdrawals.......................22
  Section 7.06.  Loans.  ...............................................22
  Section 7.07.  Payments to Minor or Incompetent Person................23
  Section 7.08.  Erroneous Overpayments.................................23

ARTICLE VIII. ADMINISTRATION AND SENA 401(k) BOARD......................24
  Section 8.01.  Membership.............................................24
  Section 8.02.  Board's General Powers, Rights and Duties..............24
  Section 8.03.  Manner of Action.......................................25
  Section 8.04.  Interested Board Member................................26
  Section 8.05.  Resignation of Removal of Baord Members................26
  Section 8.06.  Information Required by the Board......................26
  Section 8.07.  Uniform Rules..........................................26
  Section 8.08.  Board's Decision Final.................................26

ARTICLE IX. TRUST FUND..................................................27
  Section 9.01.  The Trust and Investment Funds.........................27

ARTICLE X. FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES...............28
  Section 10.01. Fiduciaries............................................28
  Section 10.02. Allocation of Fiduciary Responsibilities...............28
  Section 10.03. General Limitation on Liability........................28
  Section 10.04. Multiple Fiduciary Capacities..........................28

ARTICLE XI. AMENDMENT AND TERMINATION...................................29
  Section 11.01. Amendment..............................................29
  Section 11.02. Termination............................................29
  Section 11.03. Vesting and Distribution of Assets Upon Termination....29
  Section 11.04. Plan Merger............................................29

ARTICLE XII. GENERAL....................................................30
  Section 12.01. Spendthrift Clause.....................................30
  Section 12.02. Limitation on Liability................................30
  Section 12.03. Limitation on Claims Against Trust.....................30
  Section 12.04. Exclusive Benefit......................................30
  Section 12.05. Top-Heavy Restrictions.................................30
  Section 12.06. Withholding/Rollover Rules.............................32




<PAGE>


                   SENA 401(K) PLAN FOR KIMBERLY UNION MEMBERS


                                    PREAMBLE
                                    --------

         The Midtec Paper Corporation Salaried Employees 401(k) Retirement Plan
("Salaried Plan") and the Midtec Paper Corporation Union Employees 401(k)
Retirement Plan ("Hourly Plan") were originally established effective January 1,
1985 and were subsequently amended in various respects, including the January 1,
1989 merger of the profit sharing plan for Repap Technologies, Inc. into the
Salaried Plan. Effective January 1, 1993, the Hourly Plan was merged into the
Salaried Plan and the entire plan restated in the form of the Plan. Effective
June 1, 1998, the Plan was again restated to eliminate eligibility for salaried
employees, to comply with the Uniformed Services Employment and Reemployment
Rights Act of 1994, the Small Business Job Protection Act of 1996, and the Tax
Reform Act of 1997, and other statutory and regulatory requirements and to
change the Plan name to the Inter Lake Wisconsin 401(k) Retirement Plan.
Effective January 1, 2001, the Plan is restated to reflect certain provisions of
the Economic Growth and Tax Relief Reconciliation Act of 2001, and change the
name of the Plan to the SENA 401(K) Plan for Kimberly Union Members. The Plan
restatement also includes a change of Trustee effective January 1, 2002.


                    ARTICLE I. DEFINITIONS AND CONSTRUCTION
                    ---------------------------------------


         Section 1.01. Definitions. The following words and phrases when used in
the Plan, unless the context clearly indicates otherwise, shall have the
following respective meanings:

         (a) "Beneficiary" means the person, trust and/or other entity entitled
to receive benefits in the event of the Participant's death. A Participant shall
designate the Beneficiary on the form and in the manner prescribed by the Board
and such designation may be changed or withdrawn by the Participant at any time.
The most recent valid designation on file with the Board at the time of the
Participant's death shall be the Beneficiary. Notwithstanding the foregoing, in
the event the Participant is married at the time of death, the Beneficiary shall
be the Participant's spouse at such time unless such spouse consented in writing
to the designation of an alternative Beneficiary after notice of the spouse's
rights and such consent was witnessed (i) by a Plan representative appointed by
the Board or (ii) by a notary public. In the event no valid designation of a
Beneficiary is on file with the Board at the date of death or no designated
Beneficiary survives the Participant, the Participant's spouse shall be deemed
the Beneficiary; in the further event the Participant is unmarried or the spouse
does not survive the Participant, the Participant's estate shall be deemed to be
the Beneficiary.

         (b) "Board" means the SENA 401(k) Board appointed pursuant to Article
VIII hereof.

         (c) "Code" means the Internal Revenue Code of 1986, as interpreted by
applicable regulations and rulings issued pursuant thereto, all as amended and
in effect from time to time.

         (d) "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
Section 125 or 401(k). The maximum annual compensation taken into account
hereunder for purposes of calculating any Participant's accrued benefit
(including the right to any optional benefit) and for all other purposes under
the Plan shall be $170,000 for the Plan Year beginning on January 1, 2001 and
$200,000 (or such higher amount as permitted pursuant to Code Section
401(a)(17)) for Plan Years beginning on or after January 1, 2002.

         (e) "Disability" means a physical or mental condition resulting from a
bodily injury, disease, or mental disorder, which can be expected to result in
death or to be of long-continued and indefinite duration and render the
Participant incapable of performing his normal employment duties. Such
determination shall be made by SENA on the basis of such medical and other
competent evidence as SENA shall deem relevant.

         (f) "Employee Contributions" means amounts designated under the Plan by
Participants pursuant to Article III which are contributed by the Employers in
lieu of payment of an equal amount to the Participant as compensation.

         (g) "Employer" means Stora Enso North America Corp, and each subsidiary
or affiliated corporation which is designated by SENA as an Employer under the
Plan and which adopts the Plan by appropriate corporate action.

         (h) "Employer Contributions" means amounts contributed to the Plan by
the Employers pursuant to Article IV.

         (i) "ERISA" means the Employee Retirement Income Security Act of 1974,
as interpreted and applied under regulations and rulings issued pursuant
thereto, all as amended and in effect from time to time.

         (j) "Participant" means any person who meets the applicable
requirements of Section 2.01.

         (k) "Plan" means the profit sharing and savings plan set forth herein,
as from time to time amended, which shall be known as the "SENA 401(K) Plan for
Kimberly Union Members".

         (l) "Plan Year" means the calendar year.

         (m) "SENA" means Stora Enso North America Corp

         (n) "Trust" means all sums of money and other property together with
all earnings, income, and other increment thereon held in trust for purposes of
providing benefits and defraying the reasonable expenses of the Plan, pursuant
to the terms of this Agreement.

         (o) "Trustee" means Wells Fargo Retirement Services prior to January 1,
2002 and Fidelity Management Trust Company effective January 1, 2002, or any
successor thereto designated pursuant to Article IX.

         (p) "Valuation Date" means each business day.

         Section 1.02. Construction of Terms. (a) Wherever any words are used
herein in the masc uline, they shall be construed as though they were used in
the feminine in all cases where they would so apply, and wherever any words
herein are used in the singular or the plural, they shall be construed as though
they were used in the plural or the singular, as the case may be, in all cases
where they would so apply.

         (a) The Plan is intended to qualify under Sections 401(a) and 401(k) of
the Code and shall be interpreted so as to comply with the applicable
requirements thereof, where such requirements are not clearly contrary to the
express terms hereof. The Plan shall be construed and its validity determined
according to the laws of the State of Wisconsin to the extent such laws are not
preempted by federal law. In case any provision of the Plan shall be held
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts of the Plan, but the Plan shall be construed and
enforced as if said illegal and invalid provisions had never been inserted
herein.

                           ARTICLE II. PARTICIPATION
                           -------------------------


         Section 2.01. Participation Requirements. (a) Participants in the Plan
on December 31, 2000 shall continue to be Participants on January 1, 2001.
Subject to subsections (b), (c) and (d) below, any other eligible employee of an
Employer shall become a Participant on the first day of any calendar month which
is coincidental with or immediately following the date of hire.

         (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);

              (iii) an "intermittent" employee; (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.),

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

              (v)   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.

         (c) A leased employee (as defined below) shall not be eligible to
participate in the plan. A "leased employee" means any person who is not an
employee of the Employer, but who has provided services to the Employer under
primary direction and control by the Employer, on a substantially full time
basis for a period of at least one year, pursuant to an agreement between the
Employer and a leasing organization. The period during which a leased employee
performs services for an Employer shall be taken into account for purposes of
the plan unless:

         (i) such leased employee is a participant in a money purchase pension
plan maintained by the leasing organization which provides a nonintegrated
employer contribution rate of at least 10 percent (10%) of compensation,
immediate participation for all employees and full and immediate vesting, and

         (ii) leased employees do not constitute more than 20 percent (20%) of
the employer's nonhighly compensated work force.

         (d) A person shall cease to be a Participant eligible for Employee
Contributions or Employer Contributions if such person terminates employment or
was a Participant but becomes a member of one or more of the classes of
employees described in subsection (b). A former Participant who is subsequently
rehired or reemployed by an Employer in an eligible status shall be a
Participant as of the date of such rehire or reemployment.

                      ARTICLE III. EMPLOYEE CONTRIBUTIONS
                      -----------------------------------

         Section 3.01. Election to Employee Contributions. A Participant may
elect to make Employee Contributions under the Plan. A Participant is not
required to file such election immediately upon completion of the eligibility
requirements but may, subject to any rules the Board may adopt, file the
election at a later date. The election shall be filed with the Board in such
form as Board prescribes. The election shall be effective as of the first day of
the next calendar month and shall continue in effect until suspended or
terminated pursuant to the Plan.

         Section 3.02. Amount and Payment of Employee Contributions. (a) Regular
Compensation: 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 percent (20%). Employee
Contributions shall commence with the payroll period coincidental with or next
following the Participant's designated commencement date. For this purpose,
regular pay means a Participant's Compensation, reduced by any bonuses subject
to (b) below and any salary reduction pursuant to Code Section 125.

         (a) Bonuses: The Board may permit a Participant to elect a separate
percentage to apply to any bonus identified by the Board. The maximum percentage
will be one hundred percent (100%) or such lesser amount as would be permitted
pursuant to Section 5.04 determined as of the date of payment of such bonus.

         (b) Change in Rate: The rate of a Participant's Employee Contributions
in subsection (a), if any, shall remain in effect until the Participant elects
to increase or decrease such rate. Upon fifteen (15) days written election, or
such shorter period acceptable to the Board, an increase in the rate can be
elected as of the first day of the next calendar month. A decrease in the rate
can be elected effective immediately following receipt by the Board.

         (c) Payment: Employee Contributions shall be made by the Participant
through regular payroll deduction from Compensation. Deposits so received by the
Employers shall be remitted to the Trustee at least on a monthly basis.

         (d) Contribution Limitations:

             (i)  For the Plan Year beginning January 1, 2001, no Participant
                  shall contribute in excess of $10,500. For Plan Years
                  beginning on or after January 1, 2002, no Participant shall
                  contribute in excess of:

--------------------------------------------------------------------------------
     Income Deferral Contribution Limit          For Plan Years Beginning
--------------------------------------------------------------------------------
                  $11,000                             January 1, 2002
--------------------------------------------------------------------------------
                  $12,000                             January 1, 2003
--------------------------------------------------------------------------------
                  $13,000                             January 1, 2004
--------------------------------------------------------------------------------
                  $14,000                             January 1, 2005
--------------------------------------------------------------------------------
     $15,000 (or such greater amount as          January 1, 2006 or after
determined pursuant to Section 402(g)(4) of
                 the Code)
--------------------------------------------------------------------------------


                  less the amount of any elective deferrals under all other
                  plans, contracts or arrangements maintained by the Employer.

             (ii) The Plan is subject to the limitations of Code Section
                  401(k), which are incorporated herein by this reference.
                  Accordingly, the average deferral percentage for any Plan
                  Year for the group of Participants who are highly
                  compensated employees within the meaning of Code Section
                  414(q) and are eligible for Employee Contributions or
                  Employer Contributions ("Highly Compensated Participants")
                  shall not exceed the greater of:

                  (A)  125 percent of the average deferral percentage for the
                       Plan Year for all Participants who are eligible for
                       Employee Contributions or Employer Contributions but
                       are not Highly Compensated Participants ("Non-Highly
                       Compensated Participants"); or

                  (B)  the lesser of (1) the average deferral percentage for
                       the group of Non-Highly Compensated Participants for
                       the Plan Year plus two percent; or (2) two times the
                       average deferral percentage for the group of Non-Highly
                       Compensated Participants for the preceding Plan Year.

            (iii) The deferral percentage for any Non-Highly Compensated
                  Participant is calculated by dividing the amount of the
                  Non-Highly Compensated Participant's Employee Contributions
                  for Plan Year by the Non-Highly Compensated Participant's
                  compensation (as defined in Section 414(q)(4) and 415(c)(3)
                  of the Code) for such Plan Year. The deferral percentage for
                  any Highly Compensated Participant is calculated by dividing
                  the amount of the Highly Compensated Participant's Employee
                  Contributions for the Plan Year by the Highly Compensated
                  Participant's compensation (as defined in Section 414(q)(4)
                  and 415(c)(3) of the Code) for the Plan Year. The average
                  deferral percentage for the group of Highly Compensated
                  Participants and the group of Non-Highly Compensated
                  Participants is the average of the deferral percentages
                  calculated for each member of the applicable group. In
                  accordance with rules promulgated by the Internal Revenue
                  Service, the Board, in calculating a Participant's deferral
                  percentage, may elect to treat qualified elective
                  contributions and qualified non-elective contributions (if
                  any) as if they were Employee Contributions.

             (iv) The Board may from time to time establish limits (and as
                  appropriate, modify any such limit) on the amount or
                  percentage of Employee Contributions that may be made by or
                  on behalf of Highly Compensated Participants for the Plan
                  Year. In addition, the Board may prospectively decrease the
                  rate of Employee Contributions of any Participant at any
                  time, if the Board determines that such action is necessary
                  or desirable to enable the Plan tohtions or the requirements
                  of Sections 401(k), 402(g), 415 or other applicable
                  provisions of the Code.

             (v)  If the average deferral percentage of Highly Compensated
                  Participants for any Plan Year exceeds the applicable
                  deferral percentage limitation for such year, each affected
                  Highly Compensated Participant shall receive a distribution
                  of the amount of his excess Employee Contributions, together
                  with income on such Employee Contributions for the Plan Year
                  in which the contributions were made (but not including any
                  gap period income). Such distribution shall be made on or
                  before the last day of the Plan Year following the Plan Year
                  to which the excess Employee Contributions relate; provided
                  that the relevant Employer will be subject to an excise tax
                  if excess Employee Contributions are not distributed within
                  two and one-half months following the close of the Plan Year
                  in which the Employee Contributions were made. The aggregate
                  amount of Employee Contributions to be refunded shall be
                  determined by reducing (or leveling) the maximum allowable
                  level of Employee Contributions to a percentage determined
                  by the Board that, if applied to all Highly Compensated
                  Participants with a deferral percentage above that level,
                  would result in the average deferral percentage test being
                  satisfied. The aggregate amount required to be refunded
                  shall be allocated among (and distributed to) Highly
                  Compensated Participants by reducing (or leveling) the
                  maximum dollar amount of Employee Contributions for the Plan
                  Year to an amount determined by the Board that, if applied
                  to all Highly Compensated Participants with Employee
                  Contributions above that level, would result in a refund of
                  Employee Contributions equal to the aggregate amount of
                  excess Employee Contributions calculated in accordance with
                  the preceding sentence. The amount required to be
                  distributed to any Highly Compensated Participant shall be
                  reduced by the amount of excess Employee Contributions (if
                  any) previously distributed to the Participant in order to
                  comply with Section 402(g)(5) of the Code.

             (vi) To the extent that Employee Contributions refunded to a
                  Highly Compensated Participant in accordance with Section
                  3.02(e)(v) above resulted in Employer Contributions under
                  Section 5.02(b) being allocated to the Participant's
                  account, such Employer Contributions under Section 5.02(b),
                  together with all income on such Employer Contributions
                  under Section 5.02(b) for the Plan Year to which the
                  Employer Contributions under Section 5.02(b) relate (but not
                  including any gap period income) shall be forfeited. This
                  forfeiture shall occur notwithstanding that Employer
                  Contributions under Section 5.02(b) are generally fully
                  vested.

            (vii) In the event that the Board determines that Section 401(k)
                  of the Code (including the regulations thereunder) may be
                  applied in a manner different than that prescribed in this
                  Section 3.02(e), the Board, in its discretion, may make
                  appropriate adjustments. In addition, the Board may
                  promulgate such further rules and procedures as it may deem
                  necessary for the proper application of this Section
                  3.02(e).

           (viii) Following the application of this Section 3.02(e) and the
                  average contribution requirements of Section 5.02(h), the
                  Board shall make further adjustments as necessary to comply
                  with the "multiple use" test of Section 401(m)(9) of the
                  Code and the regulations thereunder.

         Section 3.03. Suspension of a Participant's Employee Contributions. (a)
A Participant may elect, in a manner prescribed by the Board, to suspend making
Employee Contributions pursuant to Section 3.02(c).

         (a) A Participant's Employee Contributions shall be automatically
suspended for any period the Participant fails to meet the eligibility
conditions of Section 2.01. Any such period to be deemed the minimum period of
suspension. In addition, a Participant's Employee Contributions shall be
automatically suspended for a minimum period of twelve (12) months following any
hardship withdrawal of Employee Contributions pursuant to Section 7.04 withdrawn
prior to January 1, 2002 and for a minimum period of six (6) months for any
hardship withdrawal of Employee Contributions pursuant to Section 7.04 withdrawn
on or after January 1, 2002.

         (b) Participants shall not be permitted to make up suspended Employee
Contributions or to make retroactive Employee Contributions except where the
Board determines that an administrative or clerical error has occurred in
determining or deducting from Compensation the amount of Employee Contributions
elected by the Participant or as provided in Section 5.07.

         (c) A Participant whose Employee Contributions are suspended under
either paragraph (a) or (b) of this Section may elect, in a manner prescribed by
the Board, to resume making Employee Contributions effective with the first day
of the calendar month following the last to occur of such written election or
the minimum period of suspension.

                       ARTICLE IV. EMPLOYER CONTRIBUTIONS
                       ----------------------------------

         Section 4.01. Employer Contributions. The Employers shall irrevocably
contribute to the Trustee for each Plan Year the sum of (i) the matching
Employer Contributions required in Section 5.02(b), (ii) the amount determined
by SENA for allocation pursuant to Section 5.02(c) as the fixed Employer
Contribution, and (iii), for Plan Years ending prior to January 1, 2001, the
amount determined by SENA for allocation pursuant to Section 5.02(d) as the
profit sharing Employer Contribution.

         Section 4.02. No Liability for Future Contributions. Benefits and
distributions under the Plan shall be only such as can be provided by the assets
of the Plan, and there shall be no liability or obligation on the part of any
Employer to make any further contributions in the event of termination of the
Plan as applied to such Employer.

         Section 4.03. Time Period for Payment of Contributions. An Employer's
contribution for any Plan Year shall be paid to the Trustee not later than the
time prescribed by law, including any extensions thereof, for filing the
Employer's federal income tax return for the Employer's fiscal year for which
the contribution is made.

                        ARTICLE V. PARTICIPANT ACCOUNTS
                        -------------------------------

         Section 5.01. Description of Participant Accounts. Accounts shall be
established for each Participant reflecting the Participant's interest in each
of the investment funds, with separate balances, as applicable, for (i)
after-tax employee contributions prior to 1987, (ii) Employee Contributions,
(iii) Employer Contributions, and (iv) rollover contributions pursuant to
Section 5.06.

         Section 5.02. Allocation of Employee Contributions and Employer
Contributions. (a) The Trustee shall credit the Participant's Employee
Contributions to the appropriate account(s) as received and in accordance with
the Participant's investment directions given under Section 6.02.

         (a) The Trustee shall credit each eligible Participant's account with
matching Employer Contributions equal to the lesser of the following specified
percentage of the Participant's Employee Contributions or the following
specified amount per Plan Year:

                                   Percentage        Amount
                                   ----------        ------

                  1998                16%            $103.20
                  1999                18%            $118.80
                  2000                21%            $141.75
                  2001                21%            $147.00
                  2002                23%            $166.75
                  2003                25%            $200.00

Eligible Participants for this subsection are those who both (i) are either
regularly scheduled full-time employees or complete 1,000 hours of service
during the applicable Plan Year and (ii) satisfy the requirements of subsection
(e).

         (b) The Trustee shall allocate total fixed Employer Contributions for
the Plan Year among the "eligible Participants" as defined in subsection (e). A
Participant's allocation of the total fixed Employer Contributions shall be
determined on the basis of each Participant's "participation shares" for the
twelve (12) month period ending on October 31 in the applicable Plan Year, as
defined in subsection (f), divided by the participation shares of all eligible
Participants for such year. For all purposes of the Plan, except the allocation
of earnings on the investment funds, any such allocation of Employer
Contributions shall be deemed to occur as of the earlier of the date of such
contribution or the last day of the Plan Year.

         (c) For Plan Years ending prior to January 1, 2001, the Trustee shall
allocate total profit sharing Employer Contributions for the Plan Year pursuant
to Section 4.01 for purposes of this subsection among the "eligible
Participants" as defined in subsection (e). A Participant's allocation of such
profit sharing Employer Contributions shall be determined on the basis of each
Participant's "participation shares" for the Plan Year, as defined in subsection
(f), divided by the participation shares of all eligible Participants for such
year. For all purposes of the Plan, except the allocation of earnings on the
investment funds, any such allocation of Employer Contributions shall be deemed
to occur as of the last day of the Plan Year.

         (d) An "eligible Participant" for purposes of subsection (b), (c) and
(d) is a Participant employed by an Employer during the twelve (12) month period
ending on the applicable date in the applicable Plan Year (said period being the
"contribution eligibility period") who during the contribution eligibility
period was not a Participant who:

             (i)  terminated for reasons other than Disability, death or
                  retirement after the later of attainment of age fifty-five
                  (55) and ten (10) years of service; or

            (ii)  was on voluntary or involuntary layoff or Disability
                  throughout the contribution allocation period.

The "applicable date" for purposes of subsection (c) shall be October 31 and for
purposes of subsections (b) and (d) shall be December 31. In addition to the
foregoing, a Participant shall not be entitled to an allocation under this
Section 5.02 if such Participant is excluded from eligibility under Section 2.01
as of the last day of the Plan Year (or would have been excluded from
eligibility under Section 5.02 as of the last day of the Plan Year had such
Participant not terminated employment).

         (e) "Participation shares" for purposes of subsection (c) and (d) means
one share for each hour of service during the twelve (12) month period ending on
the October 31 in the applicable Plan Year (the "contribution allocation
period"), while (i) the Participant is a full-time employee, (ii) the
Participant worked scheduled full-time hours in replacement of regular full-time
employees on layoff, or (iii) the Participant was a part-time employee if the
Participant completed 1,000 or more hours in the contribution allocation period.
A Participant shall not be credited any participation shares while on layoff.

         (f) 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. For employees for whom time records
are not maintained, eight (8) hours shall be credited for each day of work. The
determination of hours for reasons other than the performance of duties shall be
in accordance with the provisions of Labor Department Regulations Section
2530.200b-2(b), and hours shall be credited to computation periods in accordance
with the provisions of Labor Department Regulations Section 2530.200b-2(c). To
the extent not credited above, for periods of authorized leave of absence, an
employee shall be credited with a number of hours for each week of such leave
equal to the lesser of forty (40) or the employee's weekly average number of
hours for the six (6) week period immediately preceding such leave.

         (g) The Plan is subject to the limitations of Code Section 401(m),
which are incorporated herein by this reference.

             (i)  Accordingly, the average contribution percentage for any
                  Plan Year for the group of Participants who are highly
                  compensated employees within the meaning of Code Section
                  414(q) who are eligible for Employer Contributions or
                  Employee Contributions ("Highly Compensated Participants")
                  and are eligible to participate in the Plan shall not exceed
                  the greater of:

                  (A)  125 percent of the average contribution percentage for
                       the Plan Year for Participants who are eligible for
                       Employer Contributions or Employee Contributions but
                       are not Highly Compensated Participants ("Non-Highly
                       Compensated Participants"); or

                  (B)  the lesser of (1) the average contribution percentage
                       for the group of Non-Highly Compensated Participants
                       for the Plan Year plus two percent; or (2) two times
                       the average contribution percentage for the group of
                       Non-Highly Compensated Participants for the Plan Year.

            (ii)  The contribution percentage for any Non-Highly Compensated
                  Participant is calculated by dividing the amount of the
                  Non-Highly Compensated Participant's Employer Contributions
                  under 5.02(b) for the Plan Year by the Non-Highly
                  Compensated Participant's compensation (as defined in
                  Section 414(q)(4) and 415(c)(3) of the Code) for such Plan
                  Year. The contribution percentage for any Highly Compensated
                  Participant is calculated by dividing the amount of the
                  Highly Compensated Participant's Employer Contributions
                  under 5.02(b) for the Plan Year by the Highly Compensated
                  Participant's compensation (as defined in Section 414(q)(4)
                  and 415(c)(3) of the Code) for the Plan Year. The average
                  contribution percentage for the group of Highly Compensated
                  Participants and the group of Non-Highly Compensated
                  Participants is the average of the contribution percentages
                  calculated for each member of the applicable group. In
                  accordance with rules promulgated by the Internal Revenue
                  Service, the Board, in calculating a Participant's
                  contribution percentage, may elect to take into account (in
                  calculating contribution percentages) Employee Contributions
                  and qualified non-elective contributions (if any).

           (iii)  The Board may from time to time establish limits (and as
                  appropriate, modify any such limit) on the amount or
                  percentage of Employer Contributions under Section 5.02(b)
                  that may be made by or on behalf of Highly Compensated
                  Participants for the Plan Year. In addition, the Board may
                  prospectively decrease the rate of Employer Contributions
                  under Section 5.02(b) of any Participant if the Board
                  determines that such action is necessary or desirable to
                  enable the Plan to comply or to ensure compliance with the
                  average contribution percentage limitations or the
                  requirements of Sections 401(m), 415 or other applicable
                  provisions of the Code.

            (iv)  If the average contribution percentage of Highly Compensated
                  Participants for any Plan Year exceeds the applicable
                  contribution percentage limitation for such year, each
                  affected Highly Compensated Participant shall receive a
                  distribution of the amount of his excess Employer
                  Contributions under Section 5.02(b), together with income on
                  such contributions for the Plan Year in which the
                  contributions were made (but not including any gap period
                  income). Such distribution shall be made on or before the
                  last day of the Plan Year following the Plan Year to which
                  the excess Employer Contributions under Section 5.02(b)
                  relate; provided that the Employer will be subject to an
                  excise tax if excess Employer Contributions under Section
                  5.02(b) are not distributed within two and one-half months
                  following the close of the Plan Year to which the excess
                  contributions relate. The aggregate amount of Employer
                  Contributions under Section 5.02(b) to be refunded shall be
                  determined by reducing (or leveling) the maximum allowable
                  level of Employer Contributions under Section 5.02(b) to a
                  percentage determined by the Board that, if applied to all
                  Highly Compensated Participants with a contribution
                  percentage above that level, would result in the average
                  contribution percentage test being satisfied. The aggregate
                  amount required to be refunded shall be allocated among (and
                  distributed to) Highly Compensated Participants by reducing
                  (or leveling) the maximum dollar amount of Employer
                  Contributions under Section 5.02(b) for the Plan Year to an
                  amount determined by the Board that, if applied to all
                  Highly Compensated Participants with Employer Contributions
                  under Section 5.02(b) above that level, would result in a
                  refund of Employer Contributions under Section 5.02(b) equal
                  to the aggregate amount of excess Employer Contributions
                  under Section 5.02(b) calculated in accordance with the
                  preceding sentence. The determination of the amount of
                  excess Employer Contributions under Section 5.02(b) required
                  to be distributed to affected Highly Compensated Participant
                  shall be made after first determining the amount of any
                  excess deferrals under Section 402(g) of the Code and then
                  after determining the excess contributions under Section
                  401(k) of the Code.

             (v)  In the event that the Board determines that Section 401(m)
                  of the Code (including the regulations thereunder) may be
                  applied in a manner different than that prescribed in this
                  Section 5.02(h), the Board, in its discretion, may make
                  appropriate adjustments. In addition, the Board may
                  promulgate such further rules and procedures as it may deem
                  necessary for the proper application of this Section
                  5.02(h).

            (vi)  Following the application of this Section 5.02(e) and the
                  average deferral requirements of Section 3.02(c)(ii) through
                  (viii), the Board shall make further adjustments as
                  necessary to comply with the "multiple use" test of Section
                  401(m)(9) of the Code and the regulations thereunder.

         Section 5.03. Allocation of Changes in Value. As of each Valuation
Date, the Trustee shall value each investment fund and adjust each Participant's
account balances to reflect the effect of income received, any changes in fair
market value, expenses and all other transactions since the preceding Valuation
Date respecting the particular fund.

         Section 5.04. Limitation on Allocations. The Plan is subject to the
limitations on benefits and contributions imposed by Code Section 415 which are
incorporated herein by this reference. The limitation year shall be the Plan
Year. Any amounts which are not allocable to a particular Participant by reason
of the limitations incorporated herein shall be allocated and reallocated during
the limitation year among all other eligible Participants to the extent
permitted by the limitations. Any amounts which cannot be allocated or
reallocated due to the limitations shall be credited to a suspense account
subject to the following conditions: (i) amounts in the suspense account shall
be allocated as a forfeiture at such time, including termination of the Plan or
complete discontinuance of Employer contributions, as the foregoing limitations
permit, (ii) no investment gains or losses shall be allocated to the suspense
account, (iii) no further Employer Contributions shall be permitted until the
foregoing limitations permit the suspense account's allocation to Participants'
accounts, and (iv) upon termination of the Plan any unallocable amounts in the
suspense account shall revert to the Employers.

         Section 5.05. Quarterly Statements for Participants. As soon as
practicable following the end of each Plan Year quarter, the Trustee shall
prepare for each Participant, in a form prescribed by the Board, a statement
reflecting the status of the Participant's accounts as of the end of the Plan
Year quarter.

         Section 5.06. Portability. The Board shall direct the Trustee to accept
benefits (in the form of cash) of any person employed by the Employers arising
out of his participation in an employee pension benefit plan maintained by an
Employer or a former employer of such person, as a qualified plan under Section
401 or 403 of the Code to the extent that such benefits constitute a "qualifying
rollover distribution" under Section 402(c) of the Code or the proceeds from a
rollover individual retirement account under Section 408(d)(3) of the Code. In
no event shall amounts representing nondeductible employee contributions be
transferred to this Plan pursuant to this Section. For investment purposes the
Trustee shall follow the directions of such individual given under Section 6.02
as of the time of such rollover if the individual is then a Participant or such
special election permitted by the Board. Any amount so transferred shall be
treated for all purposes of the Plan as fully vested and shall be given special
designation by the Trustee in order to provide for the proper administration of
the Plan.

         Section 5.07. Special Rules Applicable to Returning Veterans.
Notwithstanding any provision of the plan to the contrary, for a Participant who
is absent from active employment with any Employer on account of military
service and who returns from such military service to active employment with any
Employer under terms and conditions that entitle the Participant to the
protections of the Uniformed Services Employment and Reemployment Rights Act of
1994, as amended, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Section 414(u) of
the Code.:

                          ARTICLE VI. INVESTMENT FUNDS
                          ----------------------------


         Section 6.01. Description of Funds. (a) There shall be two or more
investment funds entitled and with the investment characteristics determined
from time to time by the Board. The Board in its discretion may add or subtract
funds or change their composition after notice to the Participants.

         (a) Pending investment in securities of a character described for the
fund, any part of a fund may be invested in savings accounts or other deposits
with a bank, commercial paper or other short term securities. To the extent
consistent with the characteristics described, all or any portion of a fund may
be invested in commingled funds.

         Section 6.02. Direction of Investments. (a) Each Participant shall
direct, in the manner the Board prescribes, the percentage of such Participant's
account balance which shall be invested in each investment fund.

         (a) In the event a Participant fails to direct investment of any part
of such Participant's account, such amount shall be invested on the
Participant's behalf in the Money Market Fund.

         (b) A Participant's direction of investment shall remain in effect and
may be changed in accordance with other rules as the Board may establish.

         (c) The Beneficiary of a deceased Participant is eligible to direct
investment of the account balance to the same extent as a Participant.

         Section 6.03. Reallocation of Accounts. Upon election in the manner
prescribed by the Board, a Participant may reallocate such Participant's account
balance on a prospective basis.

         Section 6.04 SEO Unitized Stock Fund. The SEO Unitized Stock Fund is a
fund which invests in American Depositary Shares (ADSs) of Stora Enso Oyj and
short term investments. It is not a mutual fund. A Participant's account in the
SEO Unitized Stock Fund is measured in units.

         Any cash dividends received by the Trustee with respect to ADSs of
Stora Enso Oyj shall be applied by the Trustee to purchase additional ADSs of
Stora Enso Oyj or to pay cash distributions or transfers in accordance with the
provisions of the trust. Any ADSs received by the Trustee as a stock split or
stock dividend or as a result of a reorganization or recapitalization shall be
allocated and credited to the accounts of Participants in the SEO Unitized Stock
Fund, according to the units (including fractional units) previously credited to
such accounts.

         Section 6.05 Voting of American Depositary Shares. The Trustee shall
furnish, to each Participant who has ADSs credited to his investment account
under the SEO Unitized Stock Fund, notice of the date of each meeting of the
shareholders of Stora Enso Oyj at which ADSs are entitled to be voted. Such
notice shall include all information provided other shareholders with respect to
the exercise of voting rights and request from each Participant instructions as
to the voting (or the exercise of any rights other than voting rights) at that
meeting of ADSs credited to his account under the SEO Unitized Stock Fund. If
the Participant furnishes such instructions to the Trustee within the time
specified in the notification given to him, the Trustee shall vote such ADSs (or
exercise any other rights other than voting rights) in accordance with the
Participant's instructions (as allowed under the laws of Finland and the United
States). Unless otherwise required by law, the Trustee shall vote the ADSs
pursuant to the majority of the directions received in order to comply with
Finnish law. Except as otherwise required by law or Finnish securities
regulations, the Trustee shall not vote ADSs reflecting a Participant's
proportional interest in the SEO Unitized Stock Fund for which it has received
no direction from the Participant.

         Section 6.06 Funding Policy. The funding policy for the Plan is that
contributions to the Trust Fund shall be managed for the exclusive benefit of
Plan Participants and their Beneficiaries in a manner consistent with ERISA. In
no event shall the Employers receive any amount from the Trust, except under the
circumstances provided in this Section 6.06 and in Section 5.04. Employer
contributions and Employee Contributions hereunder are conditioned upon their
deductibility under Code Section 404. Notwithstanding any provision herein to
the contrary, to the extent a deduction is disallowed, contributions shall be
returned to the Employer within one year after such disallowance. In the case of
a contribution to the Plan that is made by the Employers by a mistake in fact,
as certified to by the Employers' independent public accountants and/or legal
counsel, such contribution shall, upon written direction of the Board, be
returned to the Employers within one (1) year after the payment of such
contribution. To the extent not otherwise provided, the Board shall have
responsibility for establishing and carrying out the funding policy.

                        ARTICLE VII. PAYMENT OF BENEFITS
                        --------------------------------

         Section 7.01. Eligibility for Benefits Upon Termination. Upon
termination of employment for reason other than death or upon incurring a
Disability, a Participant shall be fully vested and entitled pursuant to Section
7.02 hereof to receive the total amount credited to his account. Upon the death
of a Participant, the total amount then credited to his account shall be payable
to the Participant's Beneficiary.

         Section 7.02. Form and Time of Payment. (a) Subject to subsection (d)
and except as otherwise provided in subsections (b) and (c), all amounts payable
to a Participant or Beneficiary shall be paid in a lump sum; provided that a
Participant or Beneficiary may elect to receive the portion of his account
invested in ADSs of Stora Enso Oyj at the time of such distribution in whole
ADSs with any fractional ADS paid in cash. If the value of a Participant's
account at the date of distribution exceeds $5,000, such Participant's benefit
will be distributed to the Participant prior to age 70 1/2 only with the
Participant's written consent.

         (a) A Participant may elect to receive benefits commencing at or after
age fifty-five (55), if the Participant has at least 10 years of service, in
substantially equal quarterly installments, either calculated by a payment
period designated by Participant not in excess of the joint life expectancy of
the Participant and the designated Beneficiary or by a dollar amount designated
by the Participant. In the event an installment payment is designated based on a
designated dollar amount, commencing with the calendar year after the
Participant's attainment of age 70 1/2, the distribution shall be at least the
amount payable under Section 401(a)(9) based on the joint life expectancy of the
Participant and designated Beneficiary.

         (b) A Participant who retires from SENA after attainment of age
fifty-five (55) with at least 10 years of service or who incurs a Disability may
elect an ad hoc withdrawal in any amount. No more than two such withdrawals
shall be made in any Plan Year. If the Participant takes such a withdrawal, the
provisions of subsection (a) shall apply with respect to the portion of the
withdrawal taken in the form of ADSs.

         (c) Payment shall be made at such time as the Participant or
Beneficiary shall determine which is consistent with the administration
procedures established by the Board. Notwithstanding the foregoing,

              (i)  subject to a Participant's election to defer commencement,
                   benefits shall commence to be paid not later than sixty (60)
                   days after the end of the Plan Year in which the Participant
                   attains age sixty-five (65) or incurs a termination of
                   employment, whichever shall last occur; but

             (ii)  benefits shall commence to be paid no later than the April 1
                   after the end of the Plan Year in which the Participant
                   attains age 70 1/2, even if he is still employed; provided
                   that if such Participant is not a 5% owner (within the
                   meaning of Code Section 416(i)), he shall be permitted to
                   defer distribution until termination of employment; and

             (iii)  death benefits attributable to a Participant who had been
                   receiving installment payments shall be paid through the
                   continuation of the installment method applicable to the
                   Participant, subject to acceleration in a lump sum payment
                   at the request of the Beneficiary; and

             (iv)  any other death benefits shall be paid in a lump sum within
                   five (5) years of the Participant's death, except that if
                   the Beneficiary is the deceased Participant's surviving
                   spouse, such spouse may elect to defer the lump sum payment
                   until no later than the end of the Plan Year in which the
                   Participant would have attained age 70 1/2.

         (d) All distributions under the plan shall comply with Section
401(a)(9) of the Code. With respect to distributions under the plan made on or
after September 1, 2001 for calendar years beginning on or after January 1,
2001, the plan will apply the minimum distribution requirements of Section
401(a)(9) of the Code in accordance with the regulations under such Code section
that were proposed on January 17, 2001 (the 2001 Proposed Regulations),
notwithstanding any provision of the plan to the contrary. If the total amount
of required minimum distributions made to a participant for 2001 prior to
September 1, 2001 are less than the amount determined under the 2001 Proposed
Regulations, then the amount of required minimum distributions for 2001 on or
after such date will be determined so that the total amount of required minimum
distributions for 2001 is the amount determined under the 2001 Proposed
Regulations. This subsection shall continue in effect until the last calendar
year beginning before the effective date of the final regulations under Section
401(a)(9) of the Code or such other date as may be published by the Internal
Revenue Service.

         Section 7.03. In-Service Withdrawals of After-Tax Employee
Contributions. Once in any Plan Year while employed with the Employers, a
Participant may, subject to such rules as the Board shall establish, withdraw in
a lump sum part or all of the account attributable to his after-tax
contributions prior to 1987.

         Section 7.04. In-Service Hardship. (a) While employed with the
Employers, a Participant who makes a showing of substantial hardship may,
subject to approval by the Board, or its designee, and such rules as the Board
shall establish, withdraw in a lump sum up to his entire account balance,
excluding earnings on the Employee Contributions after 1988. In the event the
Board approves a withdrawal for substantial hardship, the withdrawal may not
exceed the amount needed to relieve such hardship, including any amounts
necessary to pay any income taxes or penalties reasonably anticipated to result
from the withdrawal. Hardship withdrawals shall be deemed to be made first from
any employee after-tax contributions subaccount, then from any rollover
subaccount, then from the Employer Contributions subaccount, and lastly, from
the Employee Contributions subaccount. Pursuant to Section 3.03, there shall be
a suspension of Employee Contributions respecting any Participant making a
withdrawal under this Section attributable to Employee Contributions. Likewise,
any withdrawal from the Employee Contributions subaccount shall be made only
after the Participant takes all permitted loans and distributions hereunder and
from any other plan maintained by an Employer or any affiliate thereof.

         (a) For purposes of this Section, a withdrawal shall be deemed to be on
account of a substantial hardship if the distribution is for:

               (i)  unreimbursed medical expenses described in Code Section
                    213(d) incurred by the Participant, the Participant's
                    spouse or any dependents of the Participant (as defined
                    in Code Section 152) or necessary for these persons to
                    obtain medical care described in Code Section 213(d);

              (ii)  costs directly related to the purchase (excluding
                    mortgage payments) of a principal residence for the
                    Participant;

             (iii)  payment of tuition and related educational fees for
                    the next twelve (12) months of post-secondary education
                    for the Participant or the Participant's spouse,
                    children or dependents; or

              (iv)  payments necessary to prevent the eviction of the
                    Participant from his principal residence or foreclosure
                    on the mortgage of the Participant's principal
                    residence.

         (b) A withdrawal under this Section 7.04 shall not be made in the form
of ADSs.

         Section 7.05. In-Service Age 59 1/2 Withdrawals. Once in each Plan Year
quarter while employed with the Employers, a Participant who is at least age
fifty-nine and one-half (59 1/2) may withdraw in a lump sum up to his entire
account balance. If the Participant takes such a withdrawal, the provisions of
Section 7.02(a) shall apply with respect to the portion of the withdrawal taken
in the form of ADSs.

         Section 7.06. Loans. (a) The Board, or its designee, shall be
responsible for the administration of this loan program. Upon written
application, a Participant who is actively employed with the Employer or who is
otherwise a party in interest under ERISA (referred to as a "Borrower") may
borrow against the Borrower's vested account balances; provided, however, that
at no time shall the total balance of any loans outstanding (including any such
loans during the preceding twelve (12) months) exceed the lesser of (i) $50,000,
or (ii) one-half of the value of the Borrower's accounts. All loans shall be
approved by the Board, or its designee, and shall bear interest at a rate
commensurate with the prime rate published in the Wall Street Journal on the
first working day of the month in which application for such loan is made under
rules promulgated by the Board. The term of the loan shall be such period as may
be agreed upon by the Borrower and the Board, but in no event shall exceed five
(5) years in duration. Every loan applicant shall receive a clear statement of
the charges involved in each loan transaction, including the dollar amount and
annual interest rate or the finance charge.

         (a) Amounts loaned to a Borrower pursuant to subsection (a) above shall
be deducted from the Borrower's account for purposes of the allocation of Trust
earnings under Section 5.03 hereof. All loans made pursuant to this section
shall be investments for the benefit of the Borrower's account to be treated as
a segregated account, and all interest and principal paid thereon shall be
allocated to the Borrower's account. In the event that the Borrower fails to
make three (3) or more calendar months of payments, the loan shall be in
default. The Board shall notify the Borrower in writing of the default. If the
Borrower fails to cure the default by making all necessary payments within
thirty (30) days of such written notice, the Board may direct the Trustee to
charge the total amount of such loan (including accrued interest) or any portion
thereof from the portion of the Borrower's account, at such time as will not
risk disqualification of the Plan, and such account shall be reduced by said
amount. All loans shall be secured by the Borrower's segregated loan account,
which shall consist of the Borrower's indebtedness plus interest.

         (b) In the sole discretion of the Board, limitations on the number,
dollar amount, and repayment of loans hereunder shall be imposed on a uniform
and nondiscriminatory basis, together with any other rules and regulations
deemed appropriate, including the assessment of a processing fee.

         Section 7.07. Payments to Minor or Incompetent Person. In the event
that any amount is payable under the Plan to any person who is a minor or is
deemed by the Board to be incompetent, either mentally or physically, or for any
other reason incapable of receiving such payment, the Board may, in its sole
discretion, make such payment for the benefit of such person in any of the
following ways that the Board may select: (i) to such person's legal
representative appointed by proceedings satisfactory to the Board; (ii) directly
to such person even though he is not then able to exercise control over such
payment; and/or (iii) to any custodian under the Uniform Gifts to Minors Act or
similar statutes or guardian of such person or of his property with whom such
person is making his home. The Board shall not be required to see to the proper
application of any such payment made for such person's benefit pursuant to the
provisions of this Section, and any such payment shall satisfy in full such
person's entitlement to that payment.

         Section 7.08. Erroneous Overpayments. In the event any payments
hereunder to a Participant or Beneficiary hereunder exceed the amounts to which
such person was entitled, the Board may withhold or reduce subsequent payments,
or may take such other action as it deems necessary or appropriate.

               ARTICLE VIII. ADMINISTRATION AND SENA 401(K) BOARD
               --------------------------------------------------

         Section 8.01. Board Membership. A Board consisting of four members (who
may but need not be employees of an employer) shall be appointed by SENA. The
Secretary of SENA shall certify to the Trustee from time to time the appointment
to (and termination of) office of each member of the Board and the person who is
selected as secretary of the Board.

         Section 8.02 Board's General Powers, Rights, and Duties. In addition to
the powers, rights, and duties given to the Board elsewhere in the Plan and the
Trust documents, the Board shall control and manage the operation and
administration of the Plan. The Board shall have the discretionary and exclusive
right to construe and interpret the Plan and to decide all matters arising
thereunder. All determinations of the Board with respect to any matter hereunder
shall be conclusive and binding on all persons subject to the appeal procedures
provided in this plan. Without limiting the generality of the foregoing, the
Board shall have the following powers, rights, and duties:

         (a) To select a secretary, if it believes it advisable, who may but
need not be a Board member.

         (b) To determine, in the Board's sole discretion, all questions arising
under the Plan, including the power to determine the rights or eligibility of
employees or participants and any other persons to benefit under the Plan, and
the amount of their benefits under the Plan, and to remedy ambiguities,
inconsistencies, or omissions. Benefits under this Plan will only be paid if the
Board decides in its discretion that the applicant is entitled to them.

         (c) To adopt such rules of procedure and regulations as in the Board's
opinion may be necessary for the proper and efficient administration of the Plan
and as are consistent with the Plan and Trust agreement.

         (d) To enforce the Plan in accordance with the terms of the Plan and
the Trust agreement and the rules and regulations adopted by the Board.

         (e) To direct the Trustee as respects payments or distributions from
the Trust in accordance with the provisions of the Plan.

         (f) To furnish the Employers with such information as may be required
by them for tax or other purposes in connection with the Plan.

         (g) To employ agents, attorneys, accountants or other persons (who also
may be employed by the Employers) and to allocate or delegate to them such
powers, rights, and duties as the Board may consider necessary or advisable to
properly carry out administration of the Plan.

         To delegate to employees of SENA or the Trustee, who are not Board
members, such duties and functions relating to the Plan, including but not
limited to, administration of Participant accounts, claims, requests for loans,
withdrawals, changes to investments and Employee Contributions, as the Board
determines appropriate. The Board and the Trustee retain full and exclusive
authority over and responsibility for any such duties or activities delegated to
and performed by employees of SENA or the Trustee and nothing contained in this
subsection shall be construed to confer upon any such employee any discretion,
authority or control respecting the management, administration and operation of
the Plan.

         Section 8.03 Manner of Action.During a period in which two or more
Board members are acting, the following provisions apply where the context
admits:

         (a) A Board member by writing may delegate any or all of his rights,
powers, duties, and discretions to any other member, with the consent of the
latter.

         (b) The Board members may act by meeting or by writing signed without
meeting, and may sign any document by signing one document or concurrent
documents.

         (c) An action or decision of a majority of the members of the Board as
to a matter shall be as effective as if taken or made by all members of the
Board.

         (d) If, because of the number qualified to act, there is an even
division of opinion among the Board members as to a matter, a disinterested
party selected by the Board shall decide the matter and his decision shall
control.

         (e) Except as otherwise provided by law, no member of the Board shall
be liable or responsible for an act or omission of the other Board members in
which the former has not concurred.

         (f) The certificate of the secretary of the Board or of a majority of
the Board members that the Board has taken or authorized any action shall be
conclusive in favor of any person relying on the certificate.

         Section 8.04 Interested Board Member. If a member of a Board also is a
Participant in the Plan, he may not decide or determine any matter or question
concerning distributions of any kind to be made to him or the nature or mode of
settlement of his benefits unless such decision or determination could be made
by him under the Plan if he were not serving on the Board.

         Section 8.05 Resignation or Removal of Board Members. Any member of the
Board may be removed by SENA at any time, with or without cause, by giving 10
days' prior written notice to him and the other members of the Board. A member
of the Board may resign at any time by giving 10 days' prior written notice to
SENA and the other members of the Board. SENA may fill any vacancy in the
membership of the Board, provided, however, that if a vacancy reduces the
membership of the Board to less than three, such vacancy shall be filled as soon
as practicable. SENA shall give prompt notice thereof to the other members of
the Board. Until any such vacancy is filled, the remaining members may exercise
all of the powers, rights, and duties conferred on the Board.

         Section 8.06 Information Required by the Board. Each person entitled to
benefits under the Plan shall furnish the Board with such documents, evidence,
data, or information as the Board considers necessary or desirable for the
purpose of administering the Plan. The Employers shall furnish the Board with
such data and information as the Board may deem necessary or desirable in order
to administer the Plan. All information furnished to the Board shall be
maintained in confidence by Board members. The records of the Employers as to an
employee's or Participant's period of employment, hours of service, termination
of employment and reason therefor, leave of absence, reemployment, and
compensation will be conclusive on all persons unless determined to the Board's
satisfaction to be incorrect.

         Section 8.07 Uniform Rules. The Board shall administer the Plan on a
reasonable and nondiscriminatory basis and shall apply uniform rules to all
persons similarly situated.

         Section 8.08 Board's Decision Final. Subject to applicable law, any
interpretation of the provisions of the Plan and any decisions on any matter
within the discretion of the Board made by the Board in good faith shall be
binding on all persons. A misstatement or other mistake of fact shall be
corrected when it becomes known and the Board shall make such adjustment on
account thereof as it considers equitable and practicable.

                             ARTICLE IX. TRUST FUND
                             ----------------------

         Section 9.01 The Trust Fund and Investment Funds. SENA maintains a
Trust agreement with a Trustee under which all assets of the Plan are held. The
Trust agreement provides for the administration of the Trust. The establishment
of individual accounts for each Participant shall not be construed to prevent
the Trustee from commingling and maintaining the various Participants' accounts
as a single fund.

         The Trust shall consist of such "investment funds" as the Board may
from time to time establish, terminate or modify. Earnings and gains or losses
from the assets in any investment fund shall be reflected in the balance of such
investment fund under the Plan.

         The Trustee shall invest the Trust fund in proportion to the aggregate
of investment elections made by Participants under subsections 6.02 and 6.03, as
adjusted in accordance with subsection 5.04 at such times during the plan year
as directed by the Board.

           ARTICLE X. FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES
           ---------------------------------------------------------

         Section 10.01. Fiduciaries. SENA, the Board, any investment manager and
the Trustee shall be deemed to be the only fiduciaries, named and otherwise, of
the Plan and Trust for all purposes of ERISA. No named fiduciary designated in
this Section 10.01 shall be required to give any bond or other security for the
faithful performance of its duties and responsibilities with respect to the Plan
and/or Trust, except as may be required from time to time under ERISA.

         Section 10.02. Allocation of Fiduciary Responsibilities. The fiduciary
responsibilities (within the meaning of ERISA) allocated to each named fiduciary
designated in Section 11.01 hereof shall consist of the responsibilities,
duties, authority and discretion of such named fiduciary which are expressly
provided herein and in any related documents. Each such named fiduciary may
obtain the services of such legal, actuarial, accounting and other assistants as
it deems appropriate, any of whom may be assistants who also render services to
any other named fiduciary, the Plan and/or the Employers; provided, however,
that where such services are obtained, the named fiduciary shall not be deemed
to have delegated any of its fiduciary responsibilities to any such assistant
but shall retain full and complete authority over and responsibility for any
activities of such assistant. SENA, the Trustee, any investment manager, the
Board and any individual members thereof shall not be responsible for any act or
failure to act of any other one of them except as may be otherwise specifically
provided under ERISA.

         Section 10.03. General Limitation on Liability. Neither SENA, the
Board, the Trustee, any investment manager nor any other person or entity,
including the Employers and their shareholders, directors and employees,
guarantees the Trust in any manner against loss or depreciation and none of them
shall be jointly or severally liable for any act or failure to act or for
anything whatever in connection with the Plan and the Trust, or the
administration thereof, except and only to the extent of liability imposed
because of a breach of fiduciary responsibility specifically prohibited under
ERISA.

         Section 10.04. Multiple Fiduciary Capacities. Any person or group of
persons may serve in more than one fiduciary capacity with respect to the Plan
and/or the Trust.

                     ARTICLE XI. AMENDMENT AND TERMINATION
                     -------------------------------------

         Section 11.01. Amendment. While SENA expects and intends to continue
the Plan, SENA reserves the right to amend the Plan from time to time and to the
extent that SENA may deem advisable without the consent of any other employer,
Trustee, Participant or beneficiary. Such amendment shall be in writing and duly
signed by an authorized officer of SENA and presented to the Board

         No amendment to the Plan shall decrease a Participant's accrued benefit
determined immediately prior to the later of the date the amendment is adopted
or effective, shall have the effect of vesting in an Employer any interest in or
control over any asset held hereunder by the Trustee, result in the return or
repayment of any part of the Trust fund to any Employer (subject to subsection
6.06) or distribution of the Trust fund to anyone other than Participants and
any other person entitled to benefits under the Plan or shall increase the
duties or responsibilities of the Trustee or the Board without the respective
written consent of the Trustee or the Board.

         Section 11.02. Termination. Subject to the provisions for the next
sentence, SENA may terminate the Plan at any time by giving advance written
notice of the termination to the Board, the Trustee and other Employers. If the
plan is terminated as to all Participants (or if there is a partial termination
of the Plan as respects some Participants), the accounting provisions of the
Plan shall continue to apply to the extent appropriate so that distribution of
Participants' benefits may be made to them after their termination of employment
with the Employers in accordance with subsection 7.02.

         Section 11.03. Vesting and Distribution of Assets Upon Termination.
Upon termination of the Plan as to any Employer, or in the event of permanent
discontinuance of contributions to the Plan by any Employer, the portion of the
Trust allocable to such Employer's employees shall be nonforfeitable. Upon a
partial termination of the Plan as to any Employer, the Trust shall be
nonforfeitable to the extent of the termination. The Board in any such case
shall direct the Trustee to distribute, at such time and in such manner as the
Board shall determine, to the Participants of the applicable Employer and their
Beneficiaries (i) all amounts credited to their accounts as of the date of
termination, plus or minus, as the case may be, (ii) any uncredited or uncharged
net increase or decrease in value, and (iii) any unallocated forfeitures.

         Section 11.04. Plan Merger. In the event the Plan is merged or
consolidated with, or there is a transfer of assets or liabilities to another
plan, each Participant's interest under the Plan shall be at least as great
immediately after such event as it was immediately prior to such event.

                              ARTICLE XII. GENERAL
                              --------------------

         Section 12.01. Spendthrift Clause. Benefits payable under the Plan may
not be assigned or alienated, except that the Trustee may recognize a qualified
domestic relations order with respect to child support, alimony payments or
marital property rights if such order contains sufficient information for the
Board to determine that it meets the applicable requirements of Section 414(p)
of the Code; if any such order so directs, distribution of benefits to the
alternate payee may be made in a lump sum cash distribution at a time not
permitted for distributions to the Participant.

         Section 12.02. Limitation on Liability. Any Employer, any past, present
or future stockholders, directors, officers, or employees of any Employer,
members of the Board, and any agents of the foregoing shall not be liable for
any action or failure to act or for anything whatsoever in connection with this
Plan or the administration thereof nor shall be held or deemed in any manner to
guarantee the Trust against loss or depreciation except and only to the extent
that such person has breached a fiduciary responsibility specifically provided
under ERISA. SENA shall indemnify each member of the Board and hold them
harmless from the consequences of their acts or conduct in their capacity as
Board members, except to the extent that such consequences are the result of the
Board member's willful misconduct or lack of good faith.

         Section 12.03. Limitation on Claims Against Trust. No Participant or
any other person shall have any right to, or interest in, any part of the Trust
upon termination of his employment or otherwise, except as provided under the
Plan, and then only to the extent of the amounts due and payable to such person
out of the Trust. All payments as provided for in this Plan shall be made solely
out of the Trust and neither the Employers, the Trustee, nor any member of the
Board shall be liable therefor in any manner. No payment shall be made hereunder
which would be in violation of any applicable law or governmental regulation as
determined by the Board.

         Section 12.04. Exclusive Benefit. The Trust shall be used for the
exclusive benefit of Participants and their Beneficiaries and for defraying the
reasonable expenses of administering the Plan. Except as provided in Sections
5.04 and 6.06, hereof, it shall be impossible for any portion of the Trust to
revert to the Employers. The Plan, however, does not grant any employee the
right to be retained in the service of the Employers.

         Section 12.05. Top-Heavy Restrictions. (a) Notwithstanding any
provision to the contrary herein, in accordance with Code Section 416, if the
Plan is a top-heavy plan for any Plan Year, then the provisions of this Section
shall be applicable. The Plan is "top-heavy" for a Plan Year if as of its
"determination date" (i.e. the last day of the preceding Plan Year), the total
present value of the accrued benefits of key employees (as defined in Code
Section 416(i)(1) and applicable regulations) exceeds sixty percent (60%) of the
total present value of the accrued benefits of all employees under the plan
(excluding those of former key employees) (as such amounts are computed pursuant
to Section 416(g) and applicable regulations using a five percent (5%) interest
assumption and a 1971 GAM mortality assumption for a defined benefit plan)
unless such plan can be aggregated with other plans maintained by the applicable
controlled group in either a permissive or required aggregation group and such
group as a whole is not top-heavy. Any nonproportional subsidies for early
retirement and benefit options are counted assuming commencement at the age at
which they are most valuable. In addition, a plan is top-heavy if it is part of
a required aggregation group which is top-heavy. Any plan of a controlled group
may be included in a permissive aggregation group as long as together they
satisfy the Code Section 401(a)(4) and 410 discrimination requirements. Plans of
a controlled group which must be included in a required aggregation group
include any plan in which a key employee participates and any plan which enables
such a plan to meet the Section 401(a)(4) or 410 discrimination requirements.
The present values of aggregated plans are determined separately as of each
plan's determination date and the results aggregated for the determination dates
which fall in the same calendar year. A "controlled group" for purposes of this
Section includes any group of employers aggregated pursuant to Code Sections
414(b), (c) or (m). The calculation of the present value shall be done as of a
valuation date, which for a defined contribution plan is the determination date
and for a defined benefit plan is the date as of which funding calculations are
generally made within the twelve month period ending on the determination date.
Solely for the purpose of determining if the Plan, or any other plan included in
a required aggregation group of which this Plan is a part, is top-heavy (within
the meaning of Code Section 416(g)), the accrued benefit of an Employee other
than a key employee (within the meaning of Code Section 416(i)(1)) shall be
determined under (i) the method, if any, that uniformly applies for accrual
purposes under all plans maintained by the Employers or their affiliates, or
(ii) if there is no such method, as if such benefit accrued not more rapidly
than the slowest accrual rate permitted under the fractional accrual rate of
Code Section 411(b)(1)(C).

         (a) If a defined contribution plan is top-heavy in a Plan Year, non-key
employee participants who have not separated from service at the end of such
Plan Year will receive allocations of employer contributions and forfeitures at
least equal to the lesser of three percent (3%) of compensation (as defined in
Code Section 415) for such year or the percentage of compensation allocated on
behalf of the key employee for whom such percentage was the highest for such
year, including Employee Contributions. If a defined benefit plan is top-heavy
in a Plan Year and no defined contribution plan is maintained, the
employer-derived accrued benefit on a life only basis commencing at the normal
retirement age of each non-key employee shall be at least equal to a percentage
of the highest average compensation for five consecutive years, excluding any
years after such Plan permanently ceases to be top-heavy, such percentage being
the lesser of (i) twenty percent (20%) or (ii) two percent (2%) times the years
of service after December 31, 1983 in which a Plan Year ends in which the Plan
is top-heavy. If the controlled group maintains both a defined contribution plan
and a defined benefit plan which cover the same non-key employee, such employee
will only be entitled to the defined contribution plan minimum of seven and one
half percent (7.5%).

         (b) If the controlled group maintains a defined benefit plan and a
defined contribution plan which both cover one or more of the same key
employees, and if such plans are top-heavy, then the limitation stated in a
separate provision of this Plan with respect to the Code Section 415(e) maximum
benefit limitations shall be amended so that a 1.0 adjustment on the dollar
limitation applies rather than a 1.25 adjustment. This provision shall not apply
if the Plan is not "super top-heavy" and if the minimum benefit requirements of
this Section are met when two percent (2%) is changed to three percent (3%) and
twenty percent (20%) is changed to an amount not greater than thirty percent
(30%) which equals twenty percent (20%) plus one percent (1%) for each year such
plan is top-heavy. A plan is "super top-heavy" if the ratio referred to in
subsection (a) above results in a percentage in excess of ninety percent (90%)
rather than a percentage in excess of sixty percent (60%)..

         Section 12.06. Withholding/Rollover Rules. (a) Notwithstanding any
provision of the Plan to the contrary that would otherwise limit a distributee's
election under this section, a distributee may elect, at the time and in the
manner prescribed by the Board, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan specified by the
distributee in a direct rollover as such terms are defined herein.

         (a) 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 under the Plan 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).

         (b) An eligible retirement plan is an individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section 401(a) of the
Code, that accepts the distributee's eligible rollover distribution. However, in
the case of an eligible rollover distribution to the surviving spouse, an
eligible retirement plan is an individual retirement account or individual
retirement annuity.

         (c) A distributee includes an employee or former employee. In addition,
the employee's or former employee's surviving spouse and the employee's or
former employee's spouse or former spouse who is the alternate payee under a
qualified domestic relations order, as defined in Section 414(p) of the Code,
are distributees with regard to the interest of the spouse or former spouse.

         (d) A direct rollover is a payment by the Plan to the eligible
retirement plan specified by the distributee.