Exhibit 4.6

                                 FIRST AMENDMENT
                                     TO THE
                       SENA 401(k) PLAN FOR UNION MEMBERS
            (As Amended and Restated Effective as of January 1, 2001)

          WHEREAS, Stora Enso North America Corp. ("SENA"), as the sponsor of
the SENA 401(k) Plan for Union Members (As Amended and Restated Effective as of
January 1, 2001) (the "plan"), desires to amend the plan effective January 1,
2001, in accordance with the powers granted to it under subsection 9.1 of the
plan and acting pursuant to the authority granted by resolution of the Board of
Directors of SENA.

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

          1.   The definition of "compensation" contained in Section 2.7 is
               hereby amended by deleting the first sentence thereof and
               replacing it with the following:

               "A participant's "compensation" for any plan year means the sum
               total of the adjusted compensation (as defined below) paid to him
               during that plan year for services rendered to the employers as
               an employee and the amount of any income deferral contributions
               made for such year under Sections 125, 401(k), and 132(f)(4) of
               the Code."

          2.   The definition of "compensation" contained in Section 6.1 is
               hereby amended by deleting the final sentence thereof and
               replacing it with the following:

               "A participant's "compensation" for purposes of this subsection
               6.1 means a participant's total cash compensation determined in
               accordance with Section 415(c)(3) of the Code and regulations
               thereunder, but including: (1) any elective deferral (as defined
               in Section 402(g)(3) of the Code), (2) any elective amounts that
               are not includible in the gross income of the employee by reason
               of Section 132(f)(4), and (3) any amount contributed or deferred
               by an employer or controlled group member under Section 125 or
               457 of the Code.

          3.   Section 3.2 is hereby deleted in its entirety and replaced with
               the following:

               "In no event shall the actual deferral percentage (as defined
               below) of highly compensated participants (as defined in
               subsection 3.3) for any plan year exceed the greater of:

                    (a)  the actual deferral percentage of all other
                         participants for such plan year multiplied by 1.25
                         ("test (a)"); or

                    (b)  the actual deferral percentage of all other
                         participants for such plan year multiplied by 2.0;
                         provided that the actual deferral percentage of the
                         highly compensated participants does not exceed that of
                         all other participants by more than 2 percentage points
                         ("test (b)").

               The "actual deferral percentage" of a group of participants for a
               plan year means the average of the ratios (determined separately
               for each participant in such group) of A to B where A equals the
               income deferral contributions credited to each such participant's
               accounts (as described in subsection 4.1) for such plan year and
               B equals the participant's "compensation" for such plan year. For
               purposes of this subsection, "compensation" means an employee's
               compensation (as defined in Section 414(s) of the Code),
               including income deferral contributions made for such year under
               Sections 125, 132(f)(4) and 401(k) of the Code.

               The Board shall determine from time to time from the
               participant's current income deferral elections whether the
               foregoing limitation will be satisfied and, to the extent
               necessary to insure compliance with such limitation, shall reduce
               income deferral contributions made by highly compensated
               participants (in the order of their contribution amounts
               beginning with the largest amount) until such limitation is
               satisfied.

               If neither test (a) nor (b) is satisfied for the plan year, the
               amount of before-tax contributions made by highly compensated
               participants with the highest dollar amount of before-tax
               contributions will be reduced by the amount required to cause
               such highly compensated participant's before-tax contributions to
               equal the dollar amount of the before-tax contributions of the
               highly compensated participants with the next highest dollar
               amount of before-tax contributions or, if it would involve less
               of a reduction, to the dollar amount of before-tax contributions
               which allows the plan to satisfy test (a) or (b). This reduction
               must be repeated as many times (for highly compensated
               participants with successively lower dollar amounts of before-tax
               contributions) as necessary to satisfy test (a) or (b).

               For purposes of this subsection, certain former employees (as
               determined under Section 414(q)(9) of the Code) shall be treated
               as employees for purposes of determining highly compensated
               participants."

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


<PAGE>

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


                                                  STORA ENSO NORTH AMERICA CORP.


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


ATTEST:


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

                                      * * *