Exhibit 4.7

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

          WHEREAS, Stora Enso North America Corp. ("SENA") as 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 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 for the following reasons and in
the following respects:

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

          1.   A new Section 2.8 is inserted to read as follows:

"Section 2.8      Catch-up Contributions

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

          2.   Section 5.8 of the plan is hereby amended by adding the following
               paragraph to the end:

          "Effective for distributions made after December 31, 2001, for
purposes of the direct rollover provisions in this Section of the plan, an
eligible retirement plan shall also mean an annuity contract described in
Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code
which is maintained by a state, political subdivision of a state, or any agency
or instrumentality of a state or political subdivision of a state and which
agrees to separately account for amounts transferred into such plan from this
plan. The definition of eligible retirement plan shall also apply in the case of
a distribution to a surviving spouse, or to a spouse or former spouse who is the
alternate payee under a qualified domestic relations order, as defined in
Section 414(p) of the Code. Also, for purposes of the direct rollover provisions
in this Section of the plan, any amount that is distributed on account of
hardship shall not be an eligible rollover distribution and the distributee may
not elect to have any portion of such a distribution paid directly to an
eligible retirement plan."

          3.   Section 7.8 of the plan is hereby deleted in its entirety and
               replaced with the following:

"7.8     Benefit Claims Procedure

For all claims filed on or after January 1, 2002:

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

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

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

               (2)  reference to the specific plan provisions on which the
                    denial is based;

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

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

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

               (1)  was relied upon in denying the claim;

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

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

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

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

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

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

               (2)  reference to the specific plan provisions on which the
                    determination is based;

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

                    (A)  was relied upon in denying the claim;

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

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

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

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

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

          (f)  Compliance With Regulations. Notwithstanding anything in this
               subsection 7.8 to the contrary, the Board shall make all
               determinations regarding claims for benefits of Participants
               filed on or after January 1, 2002 in accordance with Section
               2560.503-1 of the Department of Labor Regulations."

          4.   Supplement A is hereby amended by adding a new Section A-10 as
               follows:

          "A-10. Modification of Top-Heavy Rules. This section shall apply for
purposes of determining whether the plan is a top-heavy plan under Section
416(g) of the Code for plan years beginning after December 31, 2001, and whether
the plan satisfies the minimum benefits requirements of Section 416(c) of the
Code for such years.

          (a)  Determination of top-heavy status.

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

               (ii) Determination of present values and amounts. This subsection
                    A-10 (a)(ii) shall apply for purposes of determining the
                    present values of accrued benefits and the amounts of
                    account balances of employees as of the determination date.

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

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

          (b)  Minimum Benefits

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

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


          5.   Section 5.5 of the plan is hereby amended by deleting the final
               paragraph thereof related to limitations on income deferral
               contributions after hardship distributions.

          6.   Effective January 1, 2003, Section 5.3 of the plan is hereby
               amended by deleting the last sentence thereof and replacing it
               with the following:

"This subsection shall continue in effect until the end of the last calendar
year beginning before the effective date of the final regulations under Section
401(a)(9) of the Code which are contained in Section 5.10 of the plan."

          7.   Effective January 1, 2003, Section 5.10 is hereby added to the
               plan to read as follows:

"Section 5.10     Minimum Distribution Requirements

(a)  General Rules.

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

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

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

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

(b)  Time and Manner of Distribution.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     (i)  Death On or After Date Distributions Begin.

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

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

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

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

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

     (ii) Death Before Date Distributions Begin.

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

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

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

(e)  Definitions.

     (i)  Designated beneficiary. The individual who is designated as the
          beneficiary under Section 5.4 of the plan and is the designated
          beneficiary under Section 401(a)(9) of the Internal Revenue Code and
          Section 1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.

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

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

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

     (v)  Required beginning date. The date specified in Section 5.3 of the
          plan."

     8.   Effective January 1, 2003, Section 2.6 of the plan is hereby amended
          by deleting the first bullet point thereunder and replacing it with
          the following:

"*      not exceeding 25 percent thereof for SENA members of the Paper, Allied,
Industrial, Chemical, and Energy Workers International Union, Office and
Professional Employees International Union and Hotel Employees and Restaurant
Employees International Union, and"

     9.   Effective January 1, 2003, Section 5.7(b) of the plan is hereby
          amended by deleting it in its entirety and replacing it with the
          following:

"(b) Purpose of Loan. Loans to a participant will be permitted for any purpose
     if the total amount of such participant's loan(s) is $10,000 or less;
     however, loans which exceed $10,000 must be approved by the Board and must
     be for one of the following purposes:

          (i)  "hardship" cases described in subsection 5.5, or

          (ii) purchase, refinancing, or renovation of the plan participant's
               principal or secondary residence, including the purchase of land
               to be used for building a principal or secondary residence, or

         (iii) expenses incurred in adoption of a child by the participant,
               including legal fees and agency fees."

     10.  Effective January 1, 2003, Section 5.7(c) of the plan is hereby
          amended by deleting it in its entirety and replacing it with the
          following:

"(c) Amount of Loan. The minimum principal amount of a loan is $1,000.

     The maximum total amount of all outstanding loans to a participant is the
     lesser of: (i) 50% of the participant's vested account balance; or (ii)
     $50,000 (reduced by the participant's outstanding loan balance). In
     addition to the maximum provided in the prior sentence, additional
     limitations may apply to a specific loan request. If the participant has
     requested a loan for $10,000 or less, such loan may be for any purpose and
     does not require Board approval. If the participant has requested a loan
     for greater than $10,000, such loan must be for one of the purposes listed
     in Section 5.7(b) of the plan, and requires Board approval.

     The amount of any loan made to a participant from his account will be
     charged against each of the investment funds in the same percentage the
     participant has elected to have his account invested in each of such
     investment funds."

     11.  Effective January 1, 2003, Section 5.7(e) of the plan is hereby
          amended by deleting the first paragraph thereof and replacing it with
          the following:

"(e) Amortization Period. In general, loans shall be amortized for repayment in
     equal payments not to exceed 60 months. However, loans for the purpose of
     purchasing a primary residence may not be subject to the 60-month repayment
     period and may instead be amortized over a period not to exceed a maximum
     period of 15 years, if such longer amortization period is approved by the
     Board."


     12.  The plan is hereby amended by adding a new subsection 5.7(j),
          effective as of January 1, 2003, to read as follows:

"(j) Fees. A participant will be charged an initiation fee at the time of loan
     application and an annual maintenance fee (deducted quarterly) while the
     loan is outstanding. The amount of any fees will be charged against each of
     the investment funds in a participant's account in the same percentage the
     participant has elected to have his account invested in each of such
     investment funds."

     13.  Effective January 1, 2003, Section 5.11 is hereby added to the plan to
          read as follows:

"Section 5.11     Distribution Upon Severance From Employment

          Effective for distributions upon severances from employment occurring
on or after January 1, 2003, a participant's elective deferrals, qualified
non-elective contributions, qualified matching contributions, and earnings
attributable to these contributions shall be distributed on account of the
participant's severance from employment. A severance from employment occurs when
a participant ceases to be employed by SENA, as a result of a liquidation,
merger, consolidation; or other similar corporate transaction; and where the
participant continues on the same job for a different employer. However, if
there is a transfer of plan assets and liabilities relating to any portion of
the participant's benefit under this plan to a plan being maintained or created
by the participant's new employer (other than by rollover or voluntary
transfer), then the participant will not have incurred a severance from
employment. Notwithstanding anything here to the contrary, distributions under
this subsection 5.11 shall be subject to the other provisions of the plan
regarding distributions, other than provisions that require a separation from
service before such amounts may be distributed."


<PAGE>



IN WITNESS WHEREOF, SENA has caused this Second Amendment to the plan to be
executed on its behalf by its duly authorized officers 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

                                      * * *