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                                                                   Exhibit 10.26

                          PAPERWEIGHT DEVELOPMENT CORP.

                           SECURITY HOLDERS AGREEMENT

        This SECURITY HOLDERS AGREEMENT (this "Agreement") is entered into as of
November 9, 2001, by and among PAPERWEIGHT DEVELOPMENT CORP., a Wisconsin
corporation (the "Company"), and APPLETON PAPERS INC. EMPLOYEE STOCK OWNERSHIP
TRUST (the "Trust"), which is the funding vehicle of the employee stock
ownership component of the Appleton Papers Retirement Savings and Employee Stock
Ownership Plan.

                                    RECITALS

        WHEREAS, the Trust owns 100% of the outstanding common stock of the
Company (the "Common Stock"); and

        WHEREAS, concurrently with the execution and delivery of this Agreement,
the Company acquired indirect ownership of 100% of the outstanding common stock
of Appleton Papers Inc., a Delaware corporation ("API"); and

        WHEREAS, in connection with these transactions, the parties wish to
provide for the future voting of the shares of the Common Stock to elect and
maintain in office the members of the Board of Directors and to provide for
certain limitations on the future issuance of shares of the Company's capital
stock and the Company's direct or indirect acquisition of the assets or equity
securities of another natural person, corporation, limited liability company,
partnership, trust or other entity or enterprise (a "Person"), without the prior
written consent of the Trust as set forth below;

                                    AGREEMENT

        NOW, THEREFORE, the parties hereto mutually agree as follows:

1.      VOTING.

1.1          Shares. The Trust agrees to hold all shares of the Common Stock
             owned by the Trust as of the date hereof and any and all other
             securities of the Company legally or beneficially acquired by the
             Trust after the date hereof (collectively, the "Shares") subject
             to, and to vote the Shares in accordance with, the provisions of
             this Agreement.

1.2          Election of Directors.

        (a)     Except to the extent otherwise provided in Section 4.4, on all
             matters relating to the election of directors of the Company by the
             Trust, the Trust agrees to vote all Shares held by the Trust
             (pursuant to an action by written consent or otherwise) so as to
             elect and maintain in office the following members to the Company's
             Board of Directors:

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            (i)    prior to January 1, 2003, three (3) individuals nominated by
                   the Trust, three (3) individuals nominated by the Chief
                   Executive Officer of the Company and one (1) individual
                   nominated by Joint Nomination (as defined below);

            (ii)   between January 1, 2003, and December 31, 2003, two (2)
                   individuals nominated by the Trust, three (3) individuals
                   nominated by the Chief Executive Officer of the Company and
                   two (2) individuals nominated by Joint Nomination;

            (iii)  between January 1, 2004, and December 31, 2004, one (1)
                   individual nominated by the Trust, three (3) individuals
                   nominated by the Chief Executive Officer of the Company and
                   three (3) individuals nominated by Joint Nomination; and

            (iv)   on and after January 1, 2005, four (4) individuals nominated
                   by the Chief Executive Officer of the Company and three (3)
                   individuals be nominated by Joint Nomination.

      (b)        Except to the extent otherwise provided in Section 4.4, (i) any
            vote taken to remove any director elected pursuant to any subsection
            of Section 1.2(a), or to fill any vacancy created by the resignation
            or death of a director elected pursuant to any subsection of Section
            1.2(a), shall also be subject to the provisions of the applicable
            subsection of Section 1.2(a), and (ii) a director nominated by Joint
            Nomination may only be removed by mutual agreement of the Trust and
            the Chief Executive Officer of the Company.

      (c)        For the purposes of this Agreement, individuals nominated by
            "Joint Nomination" for election as directors of the Company shall be
            individuals proposed by the Trust and accepted (including acceptance
            by default pursuant to the penultimate sentence of this Section
            1.2(c)) by the Chief Executive Officer of the Company in the manner
            set forth in this Section 1.2(c). Either the Trust or the Chief
            Executive Officer may initiate a Joint Nomination by so notifying
            the other in writing (a "Notice of Joint Nomination"), and upon
            delivery or receipt of a Notice of Joint Nomination, as the case may
            be, the Trust shall promptly notify the Chief Executive Officer in
            writing of the name, age, business address, residence address and
            principal occupation or employment of each proposed nominee and, if
            applicable, the name(s) of the individual(s) who previously held the
            directorship(s) for which such nominee(s) is or are proposed for
            Joint Nomination pursuant to this Section 1.2(c) (a "Notice of
            Proposed Nominees" that, if the Notice of Joint Nomination is
            delivered by the Trust, may be included in the Notice of Joint
            Nomination). Following the Chief Executive Officer's receipt of a
            Notice of Proposed Nominees, the Trust shall promptly provide the
            Chief Executive Officer with such additional information regarding
            any or all such proposed nominees as may be reasonably be requested
            by the Chief Executive Officer. The Chief Executive Officer may in
            his sole discretion accept or reject any or all such proposed
            nominees and, within fifteen (15) days

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            following his receipt of a Notice of Proposed Nominees, shall notify
            the Trust in writing as to whether he accepts or rejects any or all
            of such proposed nominees (a "Notice of Acceptance/Rejection"). Each
            such nominee accepted by the Chief Executive Officer pursuant to a
            Notice of Acceptance/Rejection shall be deemed to be nominated by
            Joint Nomination for election as a director of the Company. If the
            Chief Executive Officer fails to deliver a Notice of
            Acceptance/Rejection within such fifteen-day period, (i) the Trust
            shall select from among such proposed nominees such number of
            individuals as there are open directorships to be filled by Joint
            Nomination pursuant to Section 1.2(a), and (ii) the individual(s) so
            selected by the Trust shall be deemed to be nominated by Joint
            Nomination for election as a director(s) of the Company. If the
            Chief Executive Officer delivers a Notice of Acceptance/Rejection to
            the Trust within such fifteen-day period rejecting all such proposed
            nominees in respect of any or all such open directorships, the Trust
            shall promptly thereafter deliver to the Chief Executive Officer a
            new Notice of Proposed Nominees regarding one or more new proposed
            nominees for each such remaining open directorship, and the Trust
            and the Chief Executive Officer shall follow the procedures set
            forth in this Section 1.2(c) mutatis mutandis.

      (d)        Upon receiving notice of any valid nomination or removal of a
            director, the Trust shall execute and deliver a written consent of
            sole shareholder (as described in Section 180.0704 of the Wisconsin
            Business Corporation Law) electing such nominee or approving such
            removal, as the case may be.

2.    ISSUANCE OF ADDITIONAL SHARES; ACQUISITIONS BY COMPANY.

2.1         Issuance of Additional Shares. The Company shall not issue any
            additional shares of its capital stock to any Person other than the
            Trust without the prior written consent of the Trust.

2.2         Acquisitions by Company. The Company shall not, and shall not permit
            any of its direct or indirect subsidiaries (including, but not
            limited to, API and its direct and indirect subsidiaries) to,
            purchase or otherwise acquire, by merger, consolidation or
            otherwise, in a single transaction or a series or related
            transactions, any equity securities of or other equity interest in,
            or any assets of, another Person for cash or other consideration
            having an aggregate fair market value in excess of One Hundred
            Million Dollars ($100,000,000) without the prior written consent of
            the Trust. For the purposes of this Section 2.2, the terms "equity
            securities" and "equity interest" also include any debt securities
            or other rights convertible into or exchangeable for equity
            securities of or other equity interest in another Person.

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3.    TERMINATION. This Agreement shall continue in full force and effect from
      the date hereof until the date as of which the parties hereto terminate
      this Agreement by unanimous written consent of the Company (acting by
      majority of the members of the Board of Directors then in office) and the
      Trust, as of which date it shall terminate in its entirety.

4.    MISCELLANEOUS.

4.1      Ownership. Each party hereto represents and warrants to the other
         parties hereto that such party has full power and capacity to execute,
         deliver and perform this Agreement, which has been duly executed and
         delivered by, and evidences the valid and binding obligation of, such
         party enforceable in accordance with its terms.

4.2      Further Action. The Company shall not permit the transfer of any of the
         Shares on its books, and shall not issue a new certificate representing
         any of the Shares, unless and until the Person to whom such Shares are
         to be transferred shall have executed a written agreement pursuant to
         which such Person shall agree to be bound by all of the provisions of
         this Agreement as if such Person were an original party hereto.

4.3      Specific Performance. The parties hereto hereby declare that it is
         impossible to measure in money the damages that will accrue to a party
         hereto or to its successors and assigns by reason of a failure to
         perform any of their respective obligations under this Agreement and
         agree that the terms of this Agreement shall be specifically
         enforceable. If any party hereto or its successors or assigns
         institutes any action or proceeding to specifically enforce the
         provisions hereof, any Person against whom such action or proceeding is
         brought hereby waives the claim or defense therein that such party has
         an adequate remedy at law, and such Person shall not offer in any such
         action or proceeding the claim or defense that such remedy at law
         exists.

4.4      Governing Law; Compliance with Law. This Agreement, and the rights of
         the parties hereto, shall be governed by and construed in accordance
         with the laws of the State of Wisconsin as such laws apply to
         agreements among Wisconsin residents made and to be performed entirely
         within the State of Wisconsin. Notwithstanding anything to the contrary
         contained in this Agreement, nothing in this Agreement shall require
         the Trust to take any action that would violate, in the opinion of the
         counsel for the Trust, any law or fiduciary obligation to which the
         Trust is subject, including but not limited to the Internal Revenue
         Code of 1986, as amended, and the Employee Retirement Income Security
         Act of 1974, as amended. If the Trust relies on this Section 4.4 to
         forego taking action otherwise required under this Agreement, the Trust
         shall cooperate with the other parties in good faith to determine an
         alternative course of action that would be consistent with the purposes
         of this Agreement and permitted by this Section 4.4.

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4.5      Amendment and Waiver. This Agreement may be amended, and provisions of
         this Agreement may be waived, only by an instrument in writing signed
         by the Company (as approved by a majority of the members of the Board
         of Directors then in office) and the Trust. Any amendment or waiver so
         executed shall be binding upon each of the parties hereto and any
         successor or assignee of any such party. No waiver of any breach of
         this Agreement extended by any party hereto to any other party hereto
         shall be construed as a waiver of any rights or remedies of any other
         party hereto or with respect to any subsequent breach.

4.6      Severability. In the event one or more of the provisions of this
         Agreement should for any reason be held to be invalid, illegal or
         unenforceable in any respect, such invalidity, illegality or
         unenforceability shall not affect any other provisions of this
         Agreement, and this Agreement shall be construed as if such invalid,
         illegal or unenforceable provision had never been contained herein.

4.7      Additional Shares. In the event that, subsequent to the date of this
         Agreement, any shares or other securities are issued on or in exchange
         for any of the Shares by reason of any stock dividend, stock split,
         combination of shares, reclassification or the like, such shares or
         other securities shall be deemed to be Shares governed by this
         Agreement.

4.8      Counterparts. This Agreement may be executed in one or more
         counterparts, each of which shall be deemed an original and all of
         which together shall constitute one and the same agreement.

4.9      Successors and Assigns. This Agreement shall be binding upon and inure
         to the benefit of the parties hereto and their respective successors
         and assigns.

4.10     Notices. Any notices required in connection with this Agreement shall
         be in writing and shall be deemed effectively given: (a) upon personal
         delivery to the party to be notified, (b) when sent by confirmed
         facsimile, if sent during normal business hours of the recipient, or if
         not sent during normal business hours of the recipient, on the next
         business day, (c) five (5) days after having been sent by registered or
         certified mail, return receipt requested and postage prepaid, or (d)
         one (1) day after deposit with a nationally recognized overnight
         courier, specifying next day delivery, with written confirmation of
         delivery. Such notices shall be addressed to the party or parties to be
         notified at the following address(es) or at such other address as a
         party may designate from time to time by ten (10) days prior written
         notice to the other parties hereto:

      To the Trust at:                    State Street Bank and Trust Company
                                          Two International Place
                                          Floor 34
                                          Boston, Massachusetts 02110
                                          Attention:  Kelly Driscoll
                                          Telecopier: (617) 664-2376

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      To the Company at:                    Paperweight Development Corp.
                                            825 East Wisconsin Avenue
                                            P.O. Box 359
                                            Appleton, Wisconsin  54912-0359
                                            Attention:  Chief Executive Officer
                                            Telecopier: (920) 991-7852

4.11     Entire Agreement. This Agreement constitutes the full and entire
         understanding and agreement among the parties hereto with regard to the
         subject matter hereof.

      IN WITNESS WHEREOF, the parties hereto have executed this SECURITY HOLDERS
AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                TRUST:

PAPERWEIGHT DEVELOPMENT CORP.           APPLETON PAPERS INC. EMPLOYEE STOCK
                                        OWNERSHIP TRUST


By: /s/ Paul J. Karch                   By: STATE STREET BANK AND TRUST COMPANY,
    Paul J. Karch                           not in its individual or corporate
    Vice President and Secretary            capacity but solely in its capacity
                                            as Trustee

                                            By: /s/ Kelly Q. Driscoll
                                                [Name]  Kelly Q. Driscoll
                                                [Title] Vice President

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