Exhibit
10.8





NEENAH PAPER


SEVERANCE PAY PLAN


Effective
December 1, 2004, as amended February 28, 2007

















NEENAH PAPER SEVERANCE PAY PLAN


TABLE OF
CONTENTS


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I                    NAME,
  PURPOSE AND EFFECTIVE DATE OF PLAN

  	
   

  	
  1

  
	
  1.1           Establishment of the Plan

  	
   

  	
  1

  
	
  1.2           Background

  	
   

  	
  1

  
	
  1.3           Type of Plan

  	
   

  	
  1

  
	
  1.4           Purpose of the Plan

  	
   

  	
  1

  
	
  1.5           Effective Date

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II                  DEFINITIONS AND CONSTRUCTION

  	
   

  	
  1

  
	
  Definitions

  	
   

  	
  1

  
	
  2.1           Affiliate

  	
   

  	
  1

  
	
  2.2           Base Salary

  	
   

  	
  2

  
	
  2.3           Board

  	
   

  	
  2

  
	
  2.4           Cause

  	
   

  	
  2

  
	
  2.5           Change of Control

  	
   

  	
  2

  
	
  2.6           COBRA

  	
   

  	
  4

  
	
  2.7           Code

  	
   

  	
  4

  
	
  2.8           Company

  	
   

  	
  4

  
	
  2.9           Department Director

  	
   

  	
  4

  
	
  2.10         Effective Date

  	
   

  	
  4

  
	
  2.11         Eligible Employee

  	
   

  	
  4

  
	
  2.12         Employee

  	
   

  	
  4

  
	
  2.13         Employer

  	
   

  	
  4

  
	
  2.14         ERISA

  	
   

  	
  4

  
	
  2.15         Group Termination

  	
   

  	
  4

  
	
  2.16         Officer

  	
   

  	
  5

  
	
  2.17         Participant

  	
   

  	
  5

  
	
  2.18         Participating Employer

  	
   

  	
  5

  
	
  2.19         Plan

  	
   

  	
  5

  
	
  2.20         Plan Administrative Committee

  	
   

  	
  5

  
	
  2.21         Plan Administrator

  	
   

  	
  5

  
	
  2.22         Plan Year

  	
   

  	
  5

  
	
  2.23         Severance Pay

  	
   

  	
  5

  
	
  2.24         Termination Date

  	
   

  	
  5

  
	
  2.25         Years of Service

  	
   

  	
  5

  
	
  Construction

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE III                 ELIGIBILITY AND PARTICIPATION

  	
   

  	
  6

  
	
  3.1           Participation

  	
   

  	
  6

  
	
  3.2           Eligibility for Severance Pay

  	
   

  	
  6

  



 



 i
 








 


	
  3.3           Duration

  	
   

  	
  6

  
	
  3.4           Severance Agreement and Release

  	
   

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV                 SEVERANCE BENEFITS

  	
   

  	
  7

  
	
  4.1           Severance Pay

  	
   

  	
  7

  
	
  4.2           Funding

  	
   

  	
  9

  
	
  4.3           Withholding

  	
   

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE V                  PLAN ADMINISTRATIVE
  COMMITTEE

  	
   

  	
  9

  
	
  5.1           Plan Administrative Committee

  	
   

  	
  9

  
	
  5.2           Membership

  	
   

  	
  9

  
	
  5.3           Powers

  	
   

  	
  10

  
	
  5.4           Organization and Procedures

  	
   

  	
  10

  
	
  5.5           Rules and Decisions

  	
   

  	
  10

  
	
  5.6           Authorization of Payments

  	
   

  	
  10

  
	
  5.7           Books and Records

  	
   

  	
  10

  
	
  5.8           Claims Procedures

  	
   

  	
  11

  
	
  5.9           Plan Administrative Committee
  Discretion

  	
   

  	
  12

  
	
  5.10         Plan Amendments

  	
   

  	
  12

  
	
  5.11         Delegation of Duties

  	
   

  	
  13

  
	
  5.12         Plan Administrator

  	
   

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI                 LIMITATIONS AND LIABILITIES

  	
   

  	
  13

  
	
  6.1           No Guarantee of Employment

  	
   

  	
  13

  
	
  6.2           Nonalienation

  	
   

  	
  13

  
	
  6.3           Applicable Law

  	
   

  	
  13

  
	
  6.4           Notice

  	
   

  	
  14

  
	
  6.5           Service of Process

  	
   

  	
  14

  
	
  6.6           No Guarantee of Tax Consequences

  	
   

  	
  14

  
	
  6.7           Limitation of Liability

  	
   

  	
  14

  
	
  6.8           Indemnification of the Plan
  Administrative Committee

  	
   

  	
  14

  
	
   

  	
   

  	
   

  
	
  APPENDIX A PARTICIPATING EMPLOYERS

  	
   

  	
  i

  



 



 ii














NEENAH PAPER SEVERANCE PAY PLAN


ARTICLE I



NAME, PURPOSE AND EFFECTIVE DATE OF PLAN


1.1           Establishment of the
Plan.  Neenah Paper, Inc. (the “Company”)
hereby establishes a severance plan for its Eligible Employees, to be known as
the Neenah Paper Severance Pay Plan (the “Plan”), as set forth in this
document.


1.2           Background.  Effective as of November 30, 2004 (the “Distribution
Date”), a spin-off of the Company, then a subsidiary of Kimberly-Clark
Corporation (“KC”), was effectuated by the distribution of Company shares to
Kimberly-Clark Corporation’s shareholders. 
In connection with the spin-off transaction, the Company agreed to
establish a severance plan similar to the Kimberly-Clark Corporation Severance
Pay Plan (the “KC Plan”) for the benefit of employees who were hired by the
Company.


1.3           Type of Plan.  The Plan is intended to qualify as an
employee welfare benefit plan within the meaning of Section 3(1) of the
Employee Retirement Income Security Act of 1974, as amended, and is to be
interpreted in a manner consistent with the requirements of that section.


1.4           Purpose
of the Plan.  The purpose of the Plan is to provide
temporary income replacement to Eligible Employees who are involuntarily
terminated by the Company.


1.5           Termination
of Plan.  THE PLAN MAY BE AMENDED,
DISCONTINUED OR TERMINATED AT ANY TIME, FOR ANY REASON IN THE SOLE DISCRETION
OF THE BOARD.


1.6           Effective Date.  The effective date of the Plan is December 1,
2004 and has been amended as of February 28, 2007.


ARTICLE II



DEFINITIONS AND CONSTRUCTION


Definitions.  When the following words and phrases appear
in this Plan, they shall have the respective meanings set forth below unless
the context clearly indicates otherwise:


2.1           Affiliate.  The Company and any company, person or organization which, on the date of determination,
(A) is a member of a controlled group of corporations (as defined in Code
section 414(b)) which includes the Company; (B) is a trade or business (whether or not












incorporated)
which controls, is controlled by or is under common control with (within the
meaning of Code section 414(c)) the Company; (C) is a member of an
affiliated service group (as defined in Code section 414(m)) which includes the
Company; or (D) is otherwise required to be aggregated with the Company pursuant
to Code section 414(o) and regulations promulgated thereunder.


2.2           Base Salary.  The base salary of an Eligible Employee at
his or her stated hourly, weekly, monthly or annual rate on his Termination
Date.  Base Salary does not include
overtime pay or other remuneration.  The
method of determining an Eligible Employee’s Base Salary shall be determined by
the Plan Administrative Committee in the event of any question related to Base
Salary.


2.3           Board.  The Board of Directors of the Company.


2.4           Cause.  Any of the following:


(A)          Willful failure to
perform his duties and responsibilities;


(B)           Embezzlement, fraud, or
misappropriation against or with respect to the Company, its subsidiaries
and/or their assets;


(C)           Conviction of a felony
charge or a plea of guilty or nolo contendre
to a felony charge;


(D)          Use of alcohol and/or
drugs (whether prescription or nonprescription) which impairs the Participant’s
ability to perform his duties and responsibilities;


(E)           Unlawful trading in the
securities of any corporation (including the Company) based on information
gained as a result of the Participant’s performance of services for the
Company;


(F)           Violation of any of the
corporate policies, work rules or standards of the Company, including but not
limited to the Code of Conduct, sexual harassment policy and insider trading
policy, or violation of any applicable statute, regulation, or rule, or
provision of any applicable code of professional ethics; or


(G)           Willful disclosure to
unauthorized persons of confidential information or trade secrets of the
Company.


2.5           Change of Control.  Any of the following events:


(A)          Acquisition of
Substantial Percentage.  The
acquisition by any Person of Beneficial Ownership of thirty percent (30%) or
more of the combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of Directors (the “Outstanding
Company Voting Securities”); provided, however, that for purposes of this
Section, the following acquisitions shall not constitute a Change in Control:  (i) any acquisition by a Person who on the Effective
Date is the Beneficial Owner of thirty percent (30%)



 2
 








or more of the Outstanding
Company Voting Securities, (ii) any acquisition directly from the Company,
including without limitation, a public offering of securities, (iii) any acquisition
by the Company, (iv) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any of its Affiliates, or (v)
any acquisition by any corporation pursuant to a transaction which complies
with subparagraphs (i), (ii), and (iii) of Section 2.5(C) hereof;


(B)           Change in Majority
of Board Members.  During any period
of two consecutive years, individuals who at the beginning of such period
constitute the Board (the “Incumbent Board”) cease for any reason to constitute
at least a majority of the Board, provided that any individual becoming a
Director whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the Directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election or removal of the Directors of the Company or other actual or
threatened solicitation of proxies of consents by or on behalf of a Person
other than the Board;


(C)           Reorganization,
Merger or Consolidation. 
Consummation of a reorganization, merger, or consolidation to which the
Company is a party or a sale or other disposition of all or substantially all
of the assets of the Company (a “Business Combination”), in each case unless,
following such Business Combination: (i) all or substantially all of the individuals
and entities who were the Beneficial Owners of Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than sixty percent (60%) of the combined voting
power of the outstanding voting securities entitled to vote generally in the
election of Directors of the Company resulting from the Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more Affiliates) (the “Successor
Entity”) in substantially the same proportions as their ownership immediately
prior to such Business Combination of the Outstanding Company Voting Securities;
and (ii) no Person (excluding any Successor Entity or any employee benefit
plan, or related trust, of the Company or such Successor Entity) beneficially
owns, directly or indirectly, thirty percent (30%) or more of the combined
voting power of the then outstanding voting securities of the Successor Entity,
except to the extent that such ownership existed prior to the Business
Combination; and (iii) at least a majority of the members of the board of
directors of the Successor Entity were members of the Incumbent Board
(including persons deemed to be members of the Incumbent Board by reason of the
proviso to paragraph (b) of this Section) at the time of the execution of the
initial Participation Agreement or of the action of the Board providing for
such Business Combination; or



 3
 








(D)          Liquidation or
Dissolution.  Approval by the
shareholders of the Company of a complete liquidation or dissolution of the Company.


2.6           COBRA.  The Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended from time to time, and as construed and
interpreted by valid regulations or rulings issued thereunder.


2.7           Code.  The Internal Revenue Code of 1986, as amended
from time to time, and as construed and interpreted by valid regulations or
rulings issued thereunder.


2.8           Company.  Neenah Paper, Inc., a Delaware Company.


2.9           Department Director.  An Eligible Employee of the Company who is
employed in a position that bears the title of Director of a department of the
Company.


2.10         Effective Date.  December 1, 2004, or with respect to a
particular Affiliate, such later date as of which the Plan Administrative
Committee deems such Affiliate to be a Participating Employer in the Plan.


2.11         Eligible Employee.  Each salaried Employee on the regular U.S.
payroll of a Participating Employer.  For
purposes of this subsection, “on the regular payroll of a Participating
Employer” shall mean paid through the payroll department of such Employer, and
shall exclude (i) employees classified or reclassified by an Employer as
intermittent or temporary, and (ii) persons classified by an Employer as
independent contractors, regardless of how such employees may be classified or
reclassified by any federal, state, or local, domestic or foreign, governmental
agency or instrumentality thereof, or court.


2.12         Employee.  A common law employee of a Participating
Employer, as reflected on the Employer’s payroll records.


2.13         Employer.  The Company and each Affiliate that the Plan
Administrative Committee shall from time to time designate as a Participating
Employer for purposes of the Plan. 
Appendix A hereto sets forth a list of Participating Employers and
may be amended from time to time by the Plan Administrative Committee without
Board action or approval.


2.14         ERISA.  The Employee Retirement Income Security Act
of 1974, as amended from time to time, and as construed and interpreted by
valid regulations or rulings issued thereunder.


2.15         Group Termination.  The termination of employment of Employees in
the event of the following circumstances:


(A)          any separation or
reorganization of the Company including, but not limited to, a sale, spin-off
or shutdown of a portion of the Company, including but not limited to a sale of
assets, sale of a subsidiary or division, spin-off of stock, or a shutdown of a
portion of a mill or other location,



 4
 








(B)           The outsourcing of an
Employee to a company other than an Employer, in which such Employee resumes an
equivalent position or job as he or she had with the Employer.


2.16         Officer.  An Eligible Employee who holds a position in
the Company of Chief Executive Officer, President, Chief Financial Officer,
General Counsel, Executive Vice President or Vice President. 


2.17         Participant.  An Eligible Employee who is eligible to
receive Severance Pay pursuant to Article III.


2.18         Participating Employer.  An Affiliate that has been approved by the
Plan Administrative Committee as an Employer participating in the Plan.  Appendix A hereto sets forth a list of
Participating Employers and may be amended from time to time by the Plan
Administrative Committee without Board action or approval.


2.19         Plan.  Neenah Paper Severance Pay Plan.


2.20         Plan Administrative
Committee.  The committee appointed
by the Board to administer the Plan as provided in Article V.


2.21         Plan Administrator.  The Company as designated in Section 5.12.


2.22         Plan Year.  The short period beginning on December 1,
2004, and ending on December 31, 2004; and thereafter, each twelve calendar
month period beginning on January 1 and ending on the following December 31.


2.23         Severance Pay.  Payment made to a Participant pursuant to
Article IV hereof.


2.24         Termination Date.  The date on which an Employee ceases to be a
common law employee of a Participating Employer for any reason, including a
voluntary quit, layoff, involuntary termination, retirement or death.


2.25         Years of Service.  An Employee shall be credited with a Year of
Service for each year commencing with the Employee’s date of hire or adjusted
date of hire, as applicable, as maintained by the payroll department of such
Participating Employer until the Employee’s Termination Date, rounded to the
nearest whole year of service.  As of the
Effective Date, all Years of Service recognized by Kimberly-Clark Corporation for
service with it, any of its subsidiaries and predecessors shall be counted as
Years of Service under this Plan.  For
purposes of this Plan, any fractional year equal to or in excess of six (6)
months shall be rounded up to a full year.


Construction.  Where appearing in the Plan the masculine
shall include the feminine and the plural shall include the singular, unless
the context clearly indicates otherwise. 
The words “hereof,” “herein,” “hereunder” and other similar compounds of
the word “here” shall mean and refer to the entire Plan and not to any
particular Section or subsection.



 5
 








ARTICLE III



ELIGIBILITY AND PARTICIPATION


3.1           Participation.  An Eligible Employee shall become a
Participant in the Plan as follows:


(A)          Grandfathered
Employees:  Each Eligible Employee
who is employed by a Participating Employer on the Effective Date shall become
a Participant in the Plan as of the Effective Date; and


(B)           Hires After
Effective Date:  Each Eligible
Employee who is hired after the Effective Date of the Plan shall become a
Participant in the Plan on the first day he is actively employed or reemployed,
as applicable, by a Participating Employer, after his timely execution of a
noncompete agreement, in a form acceptable to the Plan Administrative
Committee.


3.2           Eligibility for
Severance Pay.  Each Participant
whose employment is involuntarily terminated by a Participating Employer shall
receive Severance Pay; provided, however, that Severance Pay shall not be paid
to any Participant who:


(A)          is terminated for Cause;


(B)           is terminated during a
period in which such Participant is not actively at work (i.e., has
been on leave of absence, disability or workers’ compensation) for more than 25
weeks, except to the extent otherwise required by law;


(C)           voluntarily quits or
retires;


(D)          dies;


(E)           is terminated as part
of a Group Termination; or


(F)           is offered employment
on similar terms and conditions by another Participating Employer.


The Plan Administrative Committee shall have the sole discretion to
determine whether a termination is voluntary or involuntary and whether a
Participant’s termination is for Cause.


3.3           Duration.  A Participant remains a Participant under the
Plan until the earliest of:


(A)          the date the Participant
is no longer an Eligible Employee;


(B)           the Participant’s
Termination Date; or


(C)           the date the Plan
terminates.


3.4           Severance Agreement
and Release.  No Participant shall be
entitled to receive Severance Pay hereunder unless such Participant executes a
Severance Agreement and Release in a



 6
 








form acceptable to the
Plan Administrative Committee no later than the end of the period specified in
the Severance Agreement and Release and such Participant does not revoke such
Severance Agreement and Release in writing within the seven (7) day period
following the date on which it is executed.


ARTICLE IV



SEVERANCE BENEFITS


4.1           Severance Pay.  A Participant’s Severance Pay shall be
determined as follows:


(A)          Amount of Severance
Pay.  The amount of severance payable
to Officers, Directors and all other salaried Employees prior to a Change of
Control of the Company is specified in the chart below:


	
  Title of Employee

  	
   

  	
  Severance Pay

  	
   

  
	
  Officers

  	
   

  	
  1
  year of Base Salary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Department
  Directors

  	
   

  	
  One
  week’s Base Salary per Year of Service

  Minimum: 4 weeks

  Maximum: 26 weeks

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  All Other
  Salaried Employees

  	
   

  	
  One
  week’s Base Salary per Year of Service 

  Minimum: 4 weeks

  Maximum: 26 weeks

  	
   

  



 


(B)           Change of Control
Severance Pay.  In the event an
Employee is involuntarily terminated by the Company within the 24-month period
immediately following the date of a Change of Control of the Company, then the
amount of severance payable to Officers, Directors and all other salaried
Employees is specified in the chart below.



 7
 








 


	
  Title of Employee

  	
   

  	
  Change in Control Severance

   Pay

  	
   

  
	
  Officers

  	
   

  	
  2
  years of Base Salary (unless
  covered by Executive Severance 

  Plan; if so covered, then zero
  is payable under this Plan)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Department Directors

  	
   

  	
  1
  year of Base Salary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  All Other Salaried Employees

  	
   

  	
  One
  week’s Base Salary per Year
  of Service 



  	
   

  
	
   

  	
   

  	
  Minimum:
  4 weeks

  	
   

  
	
   

  	
   

  	
  Maximum: 26 weeks

  	
   

  



 


(C)           Notwithstanding the
foregoing:


(1)           Rehires and Second
Terminations.  A Participant who has
received Severance Pay under the Plan and is rehired and subsequently
terminated shall receive Severance Pay reduced by the Years of Service
previously used in determining such Participant’s Severance Pay under this
Plan, or any other severance paid by the Company or its Affiliates.


(2)           Voluntary Early
Retirement Program Benefit.  A
Participant who retires under a voluntary early retirement program specified
under the applicable provisions of the Neenah Paper Pension Plan for one or
more specific Employer locations shall receive severance pay in accordance with
the terms approved by the Chief Executive Officer of the Company for such
program, if any.  Such Participant shall
not be eligible to receive Severance Pay under any other provision of this
Plan, and nothing herein shall be construed to entitle such Participant to
Severance Pay under this Plan.


(3)           Minimum Severance
Pay.  The minimum requirement of four
(4) weeks Base Salary as Severance Pay, referenced in both subsections (A) and
(B) above, shall apply only if the Participant has completed one (1) Year of
Service and, therefore, would otherwise be eligible for one (1) week of Base
Salary as Severance Pay.


(D)          Form and Timing of
Payment of Severance Pay.  Severance
Pay shall be paid as a lump sum cash payment made as soon as practicable
following a



 8
 








Participant’s Termination
Date, but no more than 90 days thereafter. 
Notwithstanding the foregoing, if a Participant is a key employee, as
defined in Code Section 416(i) (without regard to paragraph (5) thereof),
Severance Pay shall not be paid earlier than the date six (6) months after the
Participant’s date of separation from service with all Affiliates.


(E)           Offsets
to Severance Pay.


(1)           The Severance Pay
determined pursuant to subsection 4.1(A) above will be offset by any amount
paid to a Participant (but only to an amount not less than zero) pursuant to
the Worker Adjustment and Retraining Notification Act (“WARN”), or any similar
state law, in lieu of notice thereunder.


(2)           If, at the time
Severance Pay is to be made hereunder, a Participant is indebted or obligated
to an Employer or any affiliate, then such Severance Pay may, at the discretion
of the Plan Administrative Committee, be reduced by the amount of such
indebtedness or obligation to the extent allowable under applicable federal or
state law; provided that an election not to offset shall not constitute a
waiver of its claim of such indebtedness or obligation, in accordance with
applicable law.


(3)           Notwithstanding any
provision in the Plan to the contrary, Severance Pay shall be reduced by the
amount of any other severance payments made by a Participating Employer.


4.2           Funding.  Benefits shall be paid from the general
assets of the Company.


4.3           Withholding.  A Participant shall be responsible for
payment of any Federal, Social Security, state or local taxes on Severance Pay
under the Plan.  The Employer shall
deduct from Severance Pay any Federal, Social Security, state or local taxes
which are subject to withholding, as determined by the Employer.


ARTICLE V


PLAN ADMINISTRATIVE COMMITTEE


5.1           Plan Administrative
Committee.  The Company may designate
one or more persons to serve on the Plan Administrative Committee to carry out
its fiduciary responsibility and authority under the Plan and its duties as the
plan administrator.


5.2           Membership.


(A)          The Plan Administrative
Committee shall consist of at least three (3) persons who shall be appointed by
and serve at the pleasure of the Board.



 9
 








(B)           The Board shall have
the right to remove any member of the Plan Administrative Committee at any
time.  A member may resign at any time by
written resignation to the Board.  If a
vacancy in the Plan Administrative Committee should occur, a successor may be
appointed by the Board.


5.3           Powers.  The Plan Administrative Committee shall have
all such powers as may be necessary to discharge its duties hereunder,
including, but not by way of limitation, the power to construe or interpret the
Plan, to determine all questions of eligibility hereunder, and to perform such
other duties as may from time to time be delegated to it by the Board.  The Plan Administrative Committee may
prescribe such forms and systems and adopt such rules and methods and tables as
it deems advisable.  It may engage such
agents, attorneys, accountants, actuaries, medical advisors, or clerical
assistants (none of whom need be members of the Plan Administrative Committee)
as it deems necessary for the effective exercise of its duties, and may
delegate to such agents any power and duties both ministerial and
discretionary, as it may deem necessary and appropriate.  The compensation of such agents who are not
full-time employees of an Employer shall be fixed by the Plan Administrative
Committee within limits set by the Board and  shall
be paid by the Company.


5.4           Organization and
Procedures.  The Plan Administrative
Committee shall elect one of its members as chairman.  Its members shall serve as such without
compensation.  Plan Administrative
Committee expenses shall be paid by the Company.  A majority of the Plan Administrative
Committee members shall constitute a quorum. 
The Plan Administrative  Committee
may take any action upon a majority vote at any meeting at which a quorum is
present, and may take any action without a meeting upon the unanimous written
consent of all members.  All action by
the Plan Administrative Committee shall be evidenced by a certificate signed by
a member of the Plan Administrative Committee. 
The Plan Administrative Committee shall appoint a secretary to the Plan
Administrative Committee who need not be a member of the Plan Administrative Committee,
and all acts and determinations of the Plan Administrative Committee shall be
recorded by the secretary, or under his supervision.  All such records, together with such other
documents as may be necessary for the administration of the Plan, shall be
preserved in the custody of the secretary.


5.5           Rules and Decisions.  All rules and decisions of the Plan
Administrative Committee shall be uniformly and consistently applied to all
Eligible Employees and Participants under this Plan in similar circumstances
and shall be conclusive and binding upon all persons affected by them.


5.6           Authorization of
Payments.  Subject to the provisions
hereof, it shall be the duty of the Plan Administrative Committee to furnish
the Company with all facts and directions necessary or pertinent to the proper
disbursement of Severance Pay.


5.7           Books and Records.  The records of the Employers shall be
conclusive evidence as to all information contained therein with respect to the
basis for participation in the Plan and for the calculation of Severance
Pay.  The Plan Administrative Committee
shall keep all individual and group records relating to Participants and all
other records necessary for



 10
 








the proper operation of
the Plan.  Such records shall be made
available to the Employers and to each Participant for examination during
normal business hours except that a Participant shall examine only such records
as pertain exclusively to the examining Participant and the Plan.  The Plan Administrative Committee shall
prepare and shall file as required by law or regulation all reports, forms,
documents and other items required by ERISA, the Code and every other relevant
statute, each as amended, and all regulations thereunder and shall retain
appropriate records thereof.


5.8           Claims Procedures.


(A)          Authorized
Representative.  A Participant or
beneficiary under the Plan may name an authorized representative to act on his
or her behalf under the claims procedures of the Plan, by providing written
documentation of such authorization in such form as is acceptable to the Plan
Administrative Committee.


(B)           Procedure for Making
Initial Claims.  Claims for benefits
under the Plan may be made by submitting forms to the Plan Administrative
Committee pursuant to procedures established by the Plan Administrative
Committee from time to time.


(C)           Review of Claims for
Benefits.


(1)           Determination
Regarding Initial Claims.  If a claim
for Plan benefits is denied, the Plan Administrative Committee shall provide a
written notice within 90 days to the claimant that contains (i) specific
reasons for the denial, (ii) specific references to Plan provisions on which
the Plan Administrative Committee based its denial, (iii) a description of any
additional material or information necessary for the claimant to perfect the
claim and an explanation of why such material or information is necessary and
(iv) a description of the Plan’s review procedures and 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.


The notice shall also
contain a statement that the claimant may (i) request a review upon written
application to the Plan Administrative Committee within 60 days, (ii) submit written
comments, documents, records and other information relating to the claim, and
(iii) request copies of all documents, records, and other information relevant
to the claimant’s claim.  If a claim is
denied because of incomplete information, the notice shall also indicate what
additional information is required.


If additional time is
required to make a decision on the claim, the Plan Administrative Committee
shall notify the claimant of the delay within the original 90 day period.  This notice will also indicate the special
circumstances requiring the extension and the date by which a decision is 



 11
 








expected.  This extension period may not exceed 90 days
beyond the end of the first 90-day period.


(2)           Appeals.  The claimant may appeal a denied claim by
submitting a written request for an appeal review to the Plan Administrative
Committee.  The appeal request must,
however, be made within 60 days after the claimant’s receipt of notice of the
denial of the claim.  Pertinent documents
may be reviewed in preparing an appeal, and issues and comments may be
submitted in writing.  The claimant shall
be provided, 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 (as determined under applicable regulations).  An appeal shall be given a complete review by
the Plan Administrative Committee, taking into account all comments, documents,
records and other information submitted by the claimant without regard to whether
such information was submitted or considered in the initial benefit
determination.


The Plan Administrative
Committee shall review an appeal of a denied claim no later than the date of
the next Plan Administrative Committee meeting immediately following such
request for review, unless the request for review is filed within 30 days
preceding the date of such meeting.  In
such case, a benefit determination may be made by no later than the date of the
second meeting following the Plan Administrative Committee’s receipt of a
request for review.  If special
circumstances require a further extension of time for processing, a benefit
determination shall be rendered no later than the third meeting of the Plan
Administrative Committee following the Plan Administrative Committee’s receipt
of the request for review.  If such an
extension of time for review is required because of special circumstances, the
Plan Administrative Committee shall provide the claimant with written notice of
the extension, describing the special circumstances and the date as of which
the benefit determination will be made, prior to the commencement of the
extension.  The Plan Administrative
Committee shall notify the claimant of the benefit determination as soon as
possible, but not later than 5 days after the benefit determination is made.


5.9           Plan Administrative
Committee Discretion.  Any action on
matters within the authority and discretion of the Plan Administrative
Committee, including but not limited to, the amount of Severance Pay conferred
upon a Participant, shall be final and conclusive as to all Eligible Employees
and other persons claiming rights under the Plan.  The Plan Administrative Committee shall
exercise all of the powers, duties and responsibilities set forth hereunder in
its sole discretion.  Notwithstanding
anything in this Plan to the contrary, the Plan Administrative Committee shall
decide, in its sole discretion, whether Severance Pay shall be payable to any
Participant under this Plan.


5.10         Plan Amendments.  The Board may from time to time modify,
alter, amend or terminate the Plan.  Any
action taken by the Board shall be made by or pursuant to a resolution 



 12
 








duly adopted by the Board
and shall be evidenced by such resolution or by a written instrument executed
by such persons as the Board shall authorize for that purpose.


The Board also shall have
the right to make any amendment retroactively which is necessary to bring the
Plan into conformity with the Code or which is otherwise permitted by
applicable law.  Any such amendment will
be binding and effective for the Employer.


5.11         Delegation of Duties.  This Plan is sponsored by the Company.  The Plan Administrative Committee reserves
the right to delegate any and all nonfiduciary administrative duties to one or
more individuals or organizations.  Any
reference herein to any other entity or person, other than the Plan
Administrative Committee or any of its members, which is performing
nonfiduciary administrative services shall also include any other third party
administrators.  The responsibilities of
any third party administrator may be governed, in part, by a separate
administrative services contract.


5.12         Plan Administrator.  The Company shall be the “plan administrator”
as described in ERISA, but specific duties have been delegated to the Plan
Administrative Committee as specified hereunder.   The Plan Administrative Committee and the
Plan Administrator shall be named fiduciaries of the Plan.


ARTICLE VI


LIMITATIONS AND LIABILITIES


6.1           No Guarantee of
Employment.  Nothing contained in
this Plan shall be construed as a contract of employment between an Employer
and a Participant, or as a right of any Participant to be continued in the
employment of his Employer, or as a limitation of the right of an Employer to
discharge any Participant with or without Cause.  Nor shall anything contained in this Plan
affect the eligibility requirements under any other plans maintained by the
Employer, nor give any person a right to coverage under any other Plan.


6.2           Nonalienation.  Except as otherwise provided herein, no right
or interest of any Participant in the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
charge, attachment, garnishment, execution, levy, bankruptcy, or any other
disposition of any kind, either voluntary or involuntary, prior to actual
receipt of payment by the person entitled to such right or interest under the
provisions hereof, and any such disposition or attempted disposition shall be
void.


6.3           Applicable Law.  This Plan is construed under, to the extent
not preempted by Federal law, enforced in accordance with and governed by, the
laws of the State of Wisconsin.  If any
provision of this Plan is found to be invalid, such provision shall be deemed
modified to comply with applicable law and the remaining terms and provisions
of this Plan will remain in full force and effect.



 13
 








6.4           Notice.  Any notice given hereunder is sufficient if
given to the Employee by the Employer, or if mailed to the Employee to the last
known address of the Employee as such address appears on the records of the
Employer.


6.5           Service of Process.  The Company shall be the designated recipient
of service of process with respect to legal actions regarding the Plan.


6.6           No Guarantee of Tax
Consequences.  The Employer makes no
commitment or guarantee that any amounts paid to or for the benefit of a
Participant under this Plan will be excludable from the Participant’s gross
income for Federal, Social Security, or state or local income tax purposes, or
that any other Federal, Social Security, or state or local income tax treatment
will apply to or be available to any Participant.  It shall be the obligation of each
Participant to determine whether each payment under this Plan is excludable from
the Participant’s gross income for Federal, Social Security, and state or local
income tax purposes, and to notify the Plan Administrator if the Participant
has reason to believe that any such payment is not so excludable.


6.7           Limitation of
Liability.  Neither the Employer, the
Plan Administrator, nor the Plan Administrative Committee shall be liable for
any act or failure to act which is made in good faith pursuant to the
provisions of the Plan, except to the extent required by applicable law.  It is expressly understood and agreed by each
Eligible Employee who becomes a Participant that, except for its or their
willful misconduct or gross neglect, neither the Employer, the Plan
Administrator nor the Plan Administrative Committee shall be subject to any legal
liability to any Participant, for any cause or reason whatsoever, in connection
with this Plan, and each such Participant hereby releases the Employer, its
officers and agents, and the Plan Administrator, and its agents, and the Plan
Administrative Committee, from any and all liability or obligation except as
provided in this paragraph.


6.8           Indemnification of
the Plan Administrative Committee. 
The Employer shall indemnify the Plan Administrative Committee and each
of its members and hold them harmless from the consequences of their acts or
conduct in their official capacity, including payment for all reasonable legal
expenses and court costs, except to the extent that such consequences are the
result of their own willful misconduct or breach of good faith.


IN WITNESS WHEREOF, the
Company has caused this Plan to be executed by its duly authorized officer.


	
  

  	
  NEENAH
  PAPER, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Date:

  	
   

  
					



 



 14















APPENDIX A

PARTICIPATING EMPLOYERS


	
  Employers

  	
   

  	
  Participating Units

  	
   

  	
  Effective Date of Participation

  
	
  Neenah Paper, Inc.

  	
   

  	
  All salaried employees*

  	
   

  	
  December 1, 2004

  
	
  Neenah Paper Sales, Inc.

  	
   

  	
  All salaried employees*

  	
   

  	
  December 1, 2004

  
	
  Neenah Paper Michigan, Inc.

  	
   

  	
  All salaried employees*

  	
   

  	
  December 1, 2004

  



 






*including those on
temporary assignment at other employers or in other classifications, but
excluding employees on temporary assignment from another Employer or
classification.



 i