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                                                                   Exhibit 10.13




                              APPLETON PAPERS INC.
                         EMPLOYEE STOCK OWNERSHIP TRUST
                         ------------------------------

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                                TABLE OF CONTENTS


ARTICLE 1 .................................................................... 1
         Name ................................................................ 1
         Independent Trustees ................................................ 1

ARTICLE 2 .................................................................... 2
     Management and Control of Trust Fund Assets ............................. 2
              The Trust Fund ................................................. 2
              Responsibility of Trustee ...................................... 2
              General Powers ................................................. 2
              Compensation and Expenses ...................................... 6
              Exercise of Trustee's Duties ................................... 6
              Plan Administration ............................................ 7
              Continuation of Powers Upon Trust Termination .................. 7

ARTICLE 3 .................................................................... 7
     Provisions Related to Investment in Company Stock ....................... 7
              Investment of Cash ............................................. 7
              Stock Dividends, Splits and Other Capital Reorganizations ...... 8
              Voting of Shares and Tender or Exchange Offers ................. 8
              Put Option ..................................................... 8

ARTICLE 4 .................................................................... 8
     Miscellaneous ........................................................... 8
              Disagreement as to Acts ........................................ 8
              Persons Dealing with Trustee ................................... 9
              Benefits May Not Be Assigned or Alienated ...................... 9
              Evidence ....................................................... 9
              Waiver of Notice ............................................... 9
              Counterparts ................................................... 9
              Governing Laws and Severability ................................ 9
              Successors, Etc ................................................ 9
              Action ......................................................... 9
              Conformance with Plan ..........................................10
              Indemnification ................................................10
              Headings .......................................................11

ARTICLE 5 ....................................................................11
     No Reversion to Company .................................................11

ARTICLE 6 ....................................................................12
         Change of Trustee ...................................................12

                                      -i-

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              Resignation ..................................................  12
              Removal of the Trustee .......................................  12
              Duties of Resigning or Removed Trustee and of Successor
                Trustee ....................................................  12
              Filling Trustee Vacancy ......................................  12
              Successor Trustee ............................................  12

ARTICLE 7 ..................................................................  13
         Additional Employers ..............................................  13

ARTICLE 8 ..................................................................  13
         Amendment and Termination .........................................  13
              Amendment ....................................................  13
              Termination ..................................................  13

                                      -ii-

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                              APPLETON PAPERS INC.
                         EMPLOYEE STOCK OWNERSHIP TRUST

          THIS TRUST AGREEMENT, made this 6th day of September, 2001, effective
as of the 1st day of June 2001, by and between Appleton Papers Inc. (the
"Company"), and State Street Bank and Trust Company, not in its individual or
corporate capacity, but solely in its capacity as trustee (the "Trustee") of the
Appleton Papers Inc. Savings and Employee Stock Ownership Trust ("Trust").

                                WITNESSETH THAT:
                                 ---------------

          WHEREAS, the Company has established an employee stock ownership plan
(as described in Section 4975(e)(7) of the Internal Revenue Code of 1986, as
amended) (the "Code") which is known as the Appleton Papers Inc. Savings and
Employee Stock Ownership Plan (the "Plan"); and

          WHEREAS, the Plan was established for the exclusive benefit of
eligible employees of the Company and those of any Related Company (as defined
in Article 7) that adopts the Plan and becomes a party to this Trust Agreement
as provided in Article 7 (the Company and the Related Companies that are parties
hereto are sometimes referred to below collectively as the "Employers" and
individually as an "Employer"); and

          WHEREAS, the Employer has established two trusts for the purpose of
funding benefits under the Plan: a Master Trust Agreement (the "Master Trust");
and this Trust, both of which are for the exclusive benefit of Participants in
the Plan and their beneficiaries; and

          WHEREAS, the Master Trust holds the assets invested in various mutual
funds selected by the Benefit Finance Committee of the Company; and

          WHEREAS, the Company has appointed Vanguard Fiduciary Trust Company to
serve as trustee for the Master Trust; and

          WHEREAS, the Trust represented herein shall hold assets of the Plan
invested primarily in shares of common stock of Paperweight Development
Corporation ("Company Stock"), the parent company of the Company; and

          NOW THEREFORE, pursuant to the authority delegated to the undersigned
officers of the Company by resolution of its Board of Directors adopted on April
20, 2001, IT IS AGREED, by and between the parties hereto, that the trust
provisions contained herein shall constitute the agreement between the Company
and the Trustee in connection with the Plan; and

          IT IS FURTHER AGREED, that the Trustee hereby accepts its appointment
as Trustee under this Trust Agreement.

                                       1

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      IT IS FURTHER AGREED, by and between the parties hereto as follows:

                                    ARTICLE 1

1.1.  Name

     This Trust Agreement and Trust hereby evidenced shall be known as the
"APPLETON PAPERS INC. EMPLOYEE STOCK OWNERSHIP TRUST."

1.2.  Independent Trustees

     It is understood that the Trust created hereunder is a separate trust from
any trusts which may be held by independent trustees appointed by the Employer
for certain assets of the Plan ("Independent Trustees") and that the Trustee
shall not be responsible for any assets of the Plan that are held in any such
separate trusts held by Independent Trustees. The Trustee is hereby expressly
relieved of any responsibility or liability, whether as co-fiduciary or
otherwise, in accordance with Section 405(b)(3)(A) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), for any losses resulting to
the Plan arising from any acts or omissions on the part of Independent Trustees
for the Plan.

                                    ARTICLE 2

                  Management and Control of Trust Fund Assets

     2.1. The Trust Fund. The Trust Fund as at any date means all property of
every kind then held by the Trustee pursuant to this Trust Agreement and the
Plan. The Trustee may manage, invest and account for all contributions made by
the several Employers under the Plan as one Trust Fund without identification of
any part of the Trust assets to the Company or any other person. If, for any
reason, it becomes necessary to determine the portion of the Trust Fund
allocable to each of the employees and former employees of any Employer as of
any date, the Committee (as defined in paragraph 2.7) shall specify such date as
an Accounting Date, and after all adjustments required under the Plan as of that
Accounting Date have been made, the portion of the Trust Fund attributable to
each of the employees and former employees shall be determined by the Committee
and shall consist of an amount equal to the aggregate of the account balances of
each employee and former employee of that Employer plus an amount equal to any
allocable contributions made by that Employer since the close of the immediately
preceding Plan Year. The Trustee need not inquire into the source of any money
or property transferred to it nor the authority or right of the transferor to
transfer such money or property to the Trustee.


                                      -2-

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     2.2. Responsibility of Trustee. The Trustee shall not be responsible in any
way for the adequacy of the Trust Fund to satisfy and discharge any or all
liabilities under the Plan or for the proper application of distributions made
or other action taken upon the written direction of the Committee. The powers,
duties and responsibilities of the Trustee shall be limited to those set forth
in this Trust Agreement, and nothing contained in the Plan, either expressly or
by implication, shall be deemed to impose any additional powers, duties or
responsibilities on the Trustee.

     2.3. Named Fiduciary. The Committee shall be a "Named Fiduciary" of the
Plan and Trust as described in Section 402(a)(2) of ERISA, and each Participant,
Beneficiary and Alternate Payee shall also be a Named Fiduciary with respect to
the exercise of investment directions relating to the acquisition or disposition
of Company Stock, including the exercise of voting and tender or exchange offer
rights for Company Stock credited to the account of such Participant,
Beneficiary or Alternate Payee.

     2.4. General Powers. Subject to the provisions of paragraphs 2.6 and 2.7
and Article 3, with respect to the Trust Fund, the Trustee shall have the
following powers, rights and duties in addition to those provided elsewhere in
this Trust Agreement or by law:

     (a)  to receive and to hold all contributions paid to it under the Plan;
          provided, however, that the Trustee shall have no duty to require any
          contributions to be made to it, to determine that the contributions
          received by it comply with the provisions of the Plan or with any
          resolution of the Board providing therefor;

     (b)  as directed by the Committee, to retain in cash (pending investment,
          reinvestment or the distribution of dividends) such reasonable amount
          as may be required for the proper administration of the Trust and to
          invest such cash as provided in paragraph 3.1, provided, however, that
          pending receipt of directions from the Committee, the Trustee may
          retain reasonable amounts of cash, in its discretion, without any
          liability for interest;

     (c)  as directed by the Committee, to make distributions from the Trust
          Fund to such persons, in such manner, at such times and in such forms
          (Company Stock, cash or a combination of both) as directed without
          inquiring as to whether a payee is entitled to the payment, or as to
          whether a payment is proper, and without liability for a payment made
          in good faith without actual notice or knowledge of the changed
          condition or status of the payee or the Company. If any payment of
          benefits directed to be made from the Trust Fund by the Trustee is not
          claimed, the Trustee shall notify the Committee of that fact promptly.
          The Committee shall make a diligent effort to ascertain the
          whereabouts of the payee or distributee of benefits

                                      -3-

<PAGE>

          returned unclaimed. The Trustee shall dispose of such payments as the
          Committee shall direct. The Trustee shall have no obligation to search
          for or ascertain the whereabouts of any payee or distributee of
          benefits from the Trust Fund;

     (d)  to vote any stocks (including Company Stock, which shall be voted as
          provided in paragraph 3.3(a) hereof, as that paragraph may be amended
          from time to time), and, as directed by the Committee, bonds or other
          securities held in the Trust, or, as directed by the Committee, to
          otherwise consent to or request any action on the part of the issuer
          in person, by proxy or power of attorney;

     (e)  as directed by the Committee, to contract or otherwise enter into
          transactions between itself, as Trustee, and the Company or any
          Company shareholder, for the purpose of acquiring or selling Company
          Stock and, subject to the provisions of paragraph 2.6, to retain such
          Company Stock;

     (f)  to compromise, contest, arbitrate, settle or abandon claims and
          demands by or against the Trust Fund;

     (g)  to begin, maintain or defend any litigation necessary in connection
          with the investment, reinvestment and administration of the Trust,
          and, to the extent not paid from the Trust Fund, the Company shall
          indemnify the Trustee against all expenses and liabilities reasonably
          sustained or anticipated by it by reason thereof (including reasonable
          attorneys' fees);

     (h)  to retain any funds or property subject to any dispute without
          liability for the payment of interest, or to decline to make payment
          or delivery thereof until final adjudication is made by a court of
          competent jurisdiction;

     (i)  to report to the Company as of the last day of each Plan Year of the
          Plan (which shall be the same as the Trust's fiscal year), as of any
          Accounting Date (or as soon thereafter as practicable), or at such
          other times as may be required under the Plan, the then "Net Worth" of
          the Trust Fund, that is, the fair market value of all property held in
          the Trust Fund, reduced by any liabilities other than liabilities to
          Participants in the Plan and their Beneficiaries, as determined by the
          Trustee;

     (j)  to furnish to the Company and the Committee an annual written account
          and accounts for such other periods as may be required under the Plan,
          showing the Net Worth of the Trust Fund at the end of the period, all
          investments, receipts, disbursements and other transactions made by
          the Trustee during the accounting period, and such other information
          as the Trustee may possess which the Company requires in order to
          comply with

                                      -4-

<PAGE>


          Section 103 of ERISA. The Trustee shall keep accurate accounts of all
          investments, earnings thereon, and all accounts, books and records
          related to such investments shall be open to inspection by any person
          designated by the Company or the Committee. All accounts of the
          Trustee shall be kept on an accrual basis. If, during the term of this
          Trust Agreement, the Department of Labor issues regulations under
          ERISA regarding the valuation of securities or other assets for
          purposes of the reports required by ERISA, the Trustee shall use such
          valuation methods for purposes of the accounts described by this
          subparagraph. If shares of Company Stock are not traded with
          sufficient volume or frequency, as determined by the Committee, to be
          considered as being readily tradable on a national securities market
          or exchange, all valuations of shares of Company Stock shall
          originally be made by an "Independent Appraiser" (as described in
          Section 401(a)(28)(C) of the Code) retained by the Trustee, and
          reviewed and finalized by the Trustee in accordance with Section
          3(18)(B) of ERISA. The Company may approve such accounting by written
          notice of approval delivered to the Trustee or by failure to express
          objection to such accounting in writing delivered to the Trustee
          within thirty (30) days from the date upon which the accounting was
          delivered to the Company. Upon the receipt of a written approval of
          the accounting, or upon the passage of the period of time within which
          objection may be filed without written objections having been
          delivered to the Trustee, such accounting shall be deemed to be
          approved, and the Trustee shall be released and discharged as to all
          items, matters and things set forth in such account, as fully as if
          such accounting had been settled and allowed by decree of a court of
          competent jurisdiction in an action or proceeding in which the
          Trustee, the Company and all persons having or claiming to have any
          interest in the Trust Fund or under the Plan were parties.

     (k)  as directed by the Committee, to pay any estate, inheritance, income
          or other tax, charge or assessment attributable to any benefit which,
          it shall or may be required to pay out of such benefit; and to require
          before making any payment such release or other document from any
          taxing authority and such indemnity from the intended payee as the
          Trustee shall deem necessary for its protection;

     (l)  to employ and to reasonably rely upon information and advice furnished
          by agents, attorneys, Independent Appraisers, accountants or other
          persons of its choice for such purposes as the Trustee considers
          desirable;

     (m)  to assume, until advised to the contrary, that the Trust evidenced by
          this Agreement is qualified under Section 401(a) of the Code and is
          entitled to tax exemption under Section 501(a) thereof;

                                      -5-

<PAGE>

     (n)  to have the authority to invest and reinvest the assets of the Trust
          Fund, upon direction from the Committee, in personal property of any
          kind, including, but not limited to bonds, notes, debentures,
          mortgages, equipment trust certificates, investment trust
          certificates, guaranteed investment contracts, preferred or common
          stock, and registered investment companies; provided, however, that
          all investments in Company Stock shall be undertaken pursuant to the
          provisions of paragraph 3.1. The Trustee shall follow the directions
          of the Committee and shall have no duty or obligation to review the
          assets from time to time so acquired, nor to make any recommendations
          with respect to the investment, reinvestment or retention thereof;

     (o)  as directed by the Committee, to exercise any options, subscription
          rights and other privileges with respect to Trust assets, subject to
          the provisions of Article 3;

     (p)  to register ownership of any securities or other property held by it
          in its own name or in the name of a nominee, with or without the
          addition of words indicating that such securities are held in a
          fiduciary capacity, and may hold any securities in bearer form, but
          the books and records of the Trustee shall at all times reflect that
          all such investments are part of the Trust;

     (q)  as directed by the Committee, to borrow such sum or sums from time to
          time as the Committee considers necessary or desirable and in the best
          interest of the Trust Fund, including to purchase Company Stock, and
          to enter into such agreements as directed by the Committee as the
          Committee determines necessary or appropriate to accomplish such
          actions, and for that purpose to mortgage or pledge any part of the
          Trust Fund (subject to the provisions of Code Section 4795(c) and the
          regulations issued thereunder);

     (r)  to deposit securities with a clearing corporation as permitted by
          applicable law. The certificates representing securities, including
          those in bearer form, may be held in bulk form with, and may be merged
          into, certificates of the same class of the same issuer which
          constitute assets of other accounts or owners, without certification
          as to the ownership attached. Utilization of a book-entry system may
          be made for the transfer or pledge of securities held by the Trustee
          or by a clearing corporation. The Trustee shall at all times, however,
          maintain a separate and distinct record of the securities owned by the
          Trust;

                                      -6-

<PAGE>

     (s)  to participate in and use the Federal Book-Entry Account System, a
          service provided by the Federal Reserve Bank for its member banks for
          deposit of Treasury securities; and

     (t)  as directed by the Committee, to perform any and all other acts which
          are necessary or appropriate for the proper management, investment and
          distribution of the Trust Fund; and

     (u)  except as provided in paragraph 3.3(b) hereof, the Trustee shall not
          sell, exchange, transfer or otherwise dispose of Company Stock unless
          directed to do so by the Committee.

     2.5. Compensation and Expenses. The Trustee shall be entitled to reasonable
compensation for its services, as agreed to between the Company and the Trustee
from time to time in writing and to reimbursement of all reasonable expenses
incurred by the Trustee in the administration of the Trust. The Trustee is
authorized to pay from the Trust Fund all expenses of administering the Plan and
Trust, including its compensation and any accounting, valuation and legal
expenses, to the extent they are not paid directly by the Employers. The Trustee
shall be fully protected in making payments of administrative expenses pursuant
to the written directions of the Committee.

     2.6. Exercise of Trustee's Duties. The Trustee shall discharge its duties
hereunder solely in the interest of the Plan's Participants and other persons
entitled to benefits under the Plan, and:

     (a)  for the exclusive purpose of:

          (i)  providing benefits to Participants and other persons entitled to
               benefits under the Plan; and

          (ii) defraying reasonable expenses of administering the Plan;

     (b)  with the care, skill, prudence, and diligence under the circumstances
          then prevailing that a prudent person acting in a like capacity and
          familiar with such matters would use in the conduct of an enterprise
          of a like character and with like aims; and

     (c)  in accordance with the documents and instruments governing the Plan
          unless, in the good faith judgment of the Trustee, the documents and
          instruments are not consistent with the provisions of ERISA or this
          Trust Agreement; and


                                      -7-

<PAGE>

     (d)  notwithstanding any other provision of the Trust Agreement, the
          Trustee shall not be required to comply with any provision of the
          Trust Agreement that is not consistent with the requirements of Title
          I of ERISA. Moreover, in the event a court of competent jurisdiction
          shall issue an opinion or order to the Plan, the Company or the
          Trustee, which shall, in the opinion of counsel to the Company or the
          Trustee, invalidate under ERISA in all circumstances or in any
          particular circumstances, any provision or provisions of this Trust
          Agreement, then, upon notice thereof to the Company or to the Trustee,
          as the case may be, such invalid or conflicting provision of this
          Trust Agreement shall be given no further force or effect.

     2.7. Plan Administration. The Plan shall be administered by a committee
(the "Committee"), as defined in Section 1.12 of the Plan. Except as provided in
subparagraphs 2.3(a), (f), (g), (h), (i), (j), (l), (n) (p), (r) and (s) of the
Plan, the Trustee shall have no authority to act unless directed by the
Committee. The Committee may authorize one or more individuals to sign all
communications between the Committee and Trustee and shall at all times keep the
Trustee advised of the names of the members of the Committee and individuals
authorized to sign on behalf of the Committee, and provide specimen signatures
thereof. With the Trustee's prior written consent, the Committee may authorize
the Trustee to act, without specific directions or other directions or
instructions from the Committee, on any matter or class of matters with respect
to which directions or instructions from the Committee are called for hereunder.
The Trustee shall be fully protected in relying on any communication sent by any
authorized person and shall not be required to verify the accuracy or validity
of any signature unless the Trustee has reasonable grounds to doubt the
authenticity of any signature. If the Trustee requests any directions hereunder
and does not receive them, the Trustee shall act or refrain from acting, as it
may determine, with no liability for such action or inaction.

     2.8. Continuation of Powers Upon Trust Termination. Notwithstanding
anything to the contrary in this Agreement, upon termination of the Trust, the
powers, rights and duties of the Trustee hereunder shall continue until all
Trust Fund assets have been liquidated.


                                    ARTICLE 3

               Provisions Related to Investment in Company Stock

     3.1. Investment of Cash. The primary purpose of the Plan is to acquire an
ownership interest in the Company either from the Company or its shareholders
and to provide deferred compensation benefits to Participants, Beneficiaries and
Alternate Payees in the form of shares of Company Stock. Accordingly the ESOP
portion of the Plan has been established to provide for investment primarily in
shares of Company Stock. The Trustee shall purchase Company Stock with the
assets contained in the Participants'

                                      -8-

<PAGE>

ESOP Account upon the direction of the Committee, unless the Trustee determines
that such purchase is prohibited by ERISA. The Trustee shall purchase Company
Stock from the Company or from any shareholder, if the Trustee is directed by
the Committee, and such stock may be outstanding, newly issued or treasury
stock. All such purchases must be at a price not in excess of fair market value,
as determined by an Independent Appraiser where such stock is not publicly
traded. Pending investment of cash in Company Stock, the Trustee may invest such
cash may be invested in savings accounts, certificates of deposit, high-grade
short-term securities, common or preferred stocks, bonds, or other investments,
or may be held in cash. Such investments may include any common or collective
funds or mutual funds (including a common, collective, or mutual fund for which
the Trustee or one of the affiliates of the Trustee serves as investment
advisor) maintained as a short-term investment fund, the Declaration of Trust
therefore being made hereby a part of this Trust Agreement is fully set forth
herein and notwithstanding any other provisions hereof, to commingle said
investment with assets similarly invested by trusts similar hereto, by investing
the same as a part of one or more of such investment trust funds, all according
to said Declaration of Trust as now constituted and as amended from time to
time, or in other types of short-term investments approved by the Committee for
these purposes. Subject to the provisions of paragraph 2.5, any cash dividends
received by the Trustee on Company Stock held in the Trust Fund shall be
applied, after the receipt of such cash dividends, as provided by Section 7 of
the Plan.

          3.2. Stock Dividends, Splits and Other Capital Reorganizations. Any
Company Stock received by the Trustee as a stock split or dividend or as a
result of a reorganization or other recapitalization of the Company shall be
allocated as of each Accounting Date under the Plan in proportion to the Company
Stock to which it is attributable.

          3.3. Voting of Shares and Tender or Exchange Offers

          (a)  The voting of Company Stock held in the Trust shall be subject to
               the provisions of ERISA and the following provisions, to the
               extent such provisions are not inconsistent with ERISA:

               (i)  With respect to any corporate matter that involves the
                    voting of Company Stock with respect to the approval or
                    disapproval of any corporate merger or consolidation,
                    recapitalization, reclassification, liquidation,
                    dissolution, sale of substantially all of the assets of a
                    trade or business, or such other transactions that may be
                    prescribed by regulation (and, if the Company has a
                    registration-type class of securities, all other shareholder
                    voting issues), each Participant, Beneficiary, and Alternate
                    Payee may be entitled to direct the Trustee as to the
                    exercise of any shareholder voting rights attributable to
                    shares of Company Stock then allocated to his ESOP Accounts,
                    but only to the extent required by Sections 401(a)(22) and
                    409(e)(3) of the Code and the regulations

                                      -9-

<PAGE>

               there under. For purposes of the foregoing sentence, each
               Participant, Beneficiary, and Alternate Payee shall be a Named
               Fiduciary of the Plan as described in Section 402(a)(2) of ERISA.
               The Committee shall have the sole responsibility for determining
               when a corporate matter has arisen that involves the voting of
               Company Stock under this provision. If a Participant,
               Beneficiary, or Alternate Payee is entitled to so direct the
               Trustee, all allocated Company Stock as to which such
               instructions have been received (which may include an instruction
               to abstain) shall be voted by the Trustee in accordance with such
               instructions, provided that the Trustee may vote the shares as it
               determines is necessary to fulfill its fiduciary duties under
               ERISA. The Trustee shall vote any shares as to which no voting
               instructions have been received as directed by the Committee as a
               Named Fiduciary of the Plan, as described in Section 402 of
               ERISA.

          (ii) In all other circumstances, the Trustee shall vote all shares of
               Company Stock as directed by the Committee, as a Named Fiduciary
               of the Plan, as described in Section 402 of ERISA.

     (b)  The tendering of Company Stock held in the Trust shall be subject to
          the provisions of ERISA and the following provisions, to the extent
          such provisions are not inconsistent with ERISA. In the event of a
          tender or exchange offer or other offer to purchase shares of Company
          Stock held by the Trust, the Trustee shall tender or sell the shares
          as directed by each Participant, Beneficiary and Alternate Payee with
          respect to shares of Company Stock then allocated to their ESOP
          Accounts, subject to the fiduciary duties under ERISA. In all other
          circumstances, the Trustee shall tender or exchange shares of Company
          Stock as directed by the Committee, as a Named Fiduciary of the Plan,
          as described in Section 402 of ERISA. In carrying out its
          responsibilities under this Section, the Trustee may rely on
          information furnished to it by the Committee, including the names and
          current addresses of Participants, Beneficiaries and Alternate Payees
          and the number of shares of Company Stock allocated to their ESOP
          Accounts.


     3.4. Put Option. If the distribution of a Participant's Account is to be
made in cash, if a Participant exercises its rights under Section 14.2 of the
Plan, or if the Trustee expects to incur substantial Trust expenses which will
not be paid directly by the Employers, and the Trustee determines that the Trust
Fund has insufficient cash to make anticipated distributions or pay Trust
expenses, the Trust shall have a "put option" on Company Stock it holds to the
Company for the purpose of making such anticipated distributions and paying such
expenses. The purchase price for the sale of stock by the Trustee to the Company
shall be the fair market value of the stock as of the date of the sale.

                                      -10-

<PAGE>

                                    ARTICLE 4

                                  Miscellaneous

     4.1. Disagreement as to Acts. If there is a disagreement between the
Trustee and anyone as to any act or transaction reported in any accounting, the
Trustee shall have the right to have its account settled by a court of competent
jurisdiction.

     4.2. Persons Dealing with Trustee. No person dealing with the Trustee shall
be required to see to the application of any money paid or property delivered to
the Trustee, or to determine whether or not the Trustee is acting pursuant to
any authority granted to it under this Agreement or the Plan.

     4.3. Benefits May Not Be Assigned or Alienated. The interests under the
Plan and this Agreement of Participants and other persons entitled to benefits
under the Plan are not subject to the claims of their creditors and may not be
voluntarily or involuntarily assigned, alienated or encumbered, except to the
extent that the Committee directs the Trustee that any such interests are
subject to a qualified domestic relations order, as defined in Section 414(p) of
the Code.

     4.4. Evidence. Evidence required of anyone under this Agreement may be by
certificate, affidavit, document or other instrument that the person acting in
reliance thereon considers pertinent and reliable, and signed, made or presented
by the proper party.

     4.5. Waiver of Notice. Any notice required under this Agreement may be
waived in writing by the person
entitled thereto.

     4.6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and no other
counterparts need be produced.

     4.7. Governing Laws and Severability. This Agreement shall be construed and
administered according to the laws of the State of Wisconsin to the extent that
such laws are not preempted by the laws of the United States of America. If any
provision of this Agreement is held illegal or invalid, the illegality or
invalidity shall not affect the remaining provisions of the Agreement, but shall
be severable, and the Agreement shall be construed and enforced as if the
illegal or invalid provision had never been inserted herein.

                                      -11-

<PAGE>

     4.8. Successors, Etc. This Agreement shall be binding on the Employers, and
any successor thereto by virtue of any merger, sale, dissolution, consolidation
or reorganization, on the Trustee and its successor and on all persons entitled
to benefits under the Plan and their respective heirs and legal representatives.

     4.9. Action. Any action required or permitted to be taken by the Company
under this Agreement shall be by resolution of its Board of Directors or by a
person or persons authorized by resolution of its Board of Directors. The
Trustee shall not recognize or take notice of any appointment of any
representative of the Company or Committee unless and until the Company or the
Committee shall have notified the Trustee in writing of such appointment and the
extent of such representative's authority. The Trustee may assume that such
appointment and authority continue in effect until it receives written notice to
the contrary from the Company or Committee. Any action taken or omitted to be
taken by the Trustee by authority of any representative of the Company or
Committee within the scope of his authority shall be as effective for all
purposes hereof as if such action or nonaction had been authorized by the
Company or Committee.

     4.10. Conformance with Plan. Unless otherwise indicated in this Trust
Agreement, all capitalized terms shall have the meaning as stated in the Plan.
To the extent the provisions of the Plan and this Agreement conflict, the
provisions of the Plan shall govern; provided however, that the Trustee's duties
and obligations shall be determined solely under this Trust Agreement.

     4.11. Indemnification.


     (a)  The Trustee shall be indemnified and held harmless from all loss or
          liability (including expenses and reasonable attorney's fees) to which
          it may be subject by reason of its execution of its duties under this
          Trust Agreement, or by reason of any acts taken in good faith in
          accordance with directions, or acts omitted in good faith due to
          absence of directions from the Employers, the Committee, the
          Committee, an Investment Manager or a Participant, Beneficiary or
          Alternative Payee, unless such loss or liability is due to the
          Trustee's gross negligence or willful misconduct.

     (b)  The indemnity described in subsection (a) may be provided by the
          Employers or (unless the loss or liability is due to a breach of the
          Trustee's fiduciary responsibilities under ERISA) from the Trust Fund.
          In the event that an indemnity payment is made from the Trust Fund,
          the Employers, in their discretion may reimburse the Trust Fund.

     (c)  In the event that the Trustee is named as a defendant in a lawsuit or
          proceeding involving the Plan or the Trust Fund, the Trustee shall be
          entitled to receive on a current basis the indemnity payments provided
          for in this Section, provided, however, that: (1) if the final
          judgment entered in the lawsuit or proceeding

                                      -12-

<PAGE>


          holds that the Trustee is guilty of gross negligence or willful
          misconduct with respect to the Trust Fund, the Trustee shall be
          required to refund the indemnity payments that is has received, and
          (2) if the final judgment entered in the lawsuit or proceedings holds
          that the Trustee has breached its fiduciary responsibility with
          respect to the Trust Fund under ERISA, and the Trustee has received
          indemnity payments from the Trust Fund, the Trustee shall be required
          to refund such indemnity payments to the Trust Fund.

     4.12. Headings. The headings of Sections of this Agreement are for
convenience of reference only and shall have no substantive effect on the
provisions of this Agreement.


                                    ARTICLE 5

                             No Reversion to Company

     No part of the corpus or income of the Trust Fund shall revert to any
Employer or be used for, or diverted to, purposes other than for the exclusive
benefit of Participants and other persons entitled to benefits under the Plan,
provided, however, that:

     (a)  If, upon termination of the Plan with respect to any Employer, any
          amounts are held in a 415 Suspense Account which are attributable to
          the contributions of such Employer and such amounts may not be
          credited to the Accounts of Participants, such amounts, upon the
          written direction of the Committee, will be returned to that Employer
          as soon as practicable after the termination of the Plan with respect
          to that Employer.

     (b)  Employer contributions under the Plan hereby are expressly conditioned
          upon the deductibility thereof under Section 404 of the Code, and, to
          the extent any such deduction of an Employer is disallowed, the
          Trustee shall, upon the written direction of the Committee, return the
          amount of the contribution (to the extent disallowed), reduced by the
          amount of any losses thereon, to the Employer within one year after
          the date the deduction is disallowed.

     (d)  If a contribution or any portion thereof is made by an Employer by a
          mistake of fact, the Trustee shall, upon written direction of the
          Committee, return the amount of the contribution or such portion,
          reduced by the amount of any losses there on, to the Employer within
          one year after the date of payment to the Trustee.

                                      -13-

<PAGE>

Notwithstanding the foregoing, the Trustee has no responsibility as to the
sufficiency of the Trust Fund to provide any distribution to an Employer under
this Article 5.

                                    ARTICLE 6

                                Change of Trustee

               6.1. Resignation. The Trustee may resign at any time by giving
thirty (30) days' advance written notice to the Company and the Committee.

               6.2. Removal of the Trustee. The Committee may, with the consent
of the Company, which shall not be unreasonably withheld, remove the Trustee by
giving thirty (30) days' advance written notice to the Trustee, subject to
providing the removed Trustee with satisfactory written evidence of the
appointment of a successor Trustee and of the successor Trustee's acceptance of
the trusteeship.

               6.3. Duties of Resigning or Removed Trustee and of Successor
Trustee. If the Trustee resigns or is removed, it shall promptly transfer and
deliver the assets of the Trust Fund to the successor Trustee, and may reserve
such amount to provide for the payment of all fees, expenses and taxes then or
thereafter chargeable against the Trust Fund, to the extent not previously paid
by the Company. The Company shall be obligated to reimburse the Trust for any
amount reserved by the Trustee. Within 120 days, the resigned or removed Trustee
shall furnish to the Company and the successor Trustee an account of its
administration of the Trust from the date of its last account. Each successor
Trustee shall succeed to the title to the Trust Fund vested in his predecessor
without the signing or filing of any further instrument, but any resigning or
removed Trustee shall execute all documents and do all acts necessary to vest
such title or record in any successor Trustee. Each successor shall have all the
powers, rights and duties conferred by this Trust Agreement as if originally
named Trustee. No successor Trustee shall be personally liable for any act or
failure to act of a predecessor Trustee and no predecessor trustee shall be
liable for any act of a successor trustee. With the approval of the Committee, a
successor Trustee may accept the account rendered and the property delivered to
it by its predecessor Trustee as a full and complete discharge to the
predecessor Trustee without incurring any liability or responsibility for so
doing.

               6.4. Filling Trustee Vacancy. The Committee may, with the consent
of the Company, which shall not be unreasonably withheld, fill a vacancy in the
office of Trustee as soon as practicable by a writing filed with the person or
entity appointed to fill the vacancy.

               6.5. Successor Trustee. In the event of the resignation of the
Trustee pursuant to paragraph 6.1, or the removal of the Trustee pursuant to
paragraph 6.2, the successor Trustee appointed by the Committee with the consent
of the Company pursuant to paragraph 6.4 shall be a



                                      -14-

<PAGE>


corporation experienced in the fiduciary aspects of leveraged employee stock
ownership plans and in the business of providing trust and fiduciary services to
such plans.

                                    ARTICLE 7

                              Additional Employers

               Any Related Company (as defined below) who adopts the Plan with
the Company's consent shall become a party to this Trust Agreement. A "Related
Company" is any corporation, trade or business during any period in which it is,
along with the Company, a member of a controlled group of corporations, a group
of trades or businesses under common control or an affiliated service group, as
described in section 414(b), 414(c) and 414(m), respectively, of the Code or as
described in regulations issued by the Secretary of the Treasury or his delegate
pursuant to section 414(o) of the Code.


                                      -15-

<PAGE>

                                   ARTICLE 8

                            Amendment and Termination

               8.1. Amendment. While the Employers expect and intend to continue
the Trust, the Company reserves the right to amend the Trust at any time
pursuant to an action of the Company's Board of Directors, except that no
amendment shall change the rights, duties and liabilities of the Trustee under
this Trust Agreement without its prior written agreement, nor reduce a
Participant's benefits to less than the amount such Participant would be
entitled to receive if such Participant had resigned from the employ of the
Employers on the date of the amendment. Amendments to the Trust shall be
effective upon execution of such amendments by both the Company and the Trustee.

               8.2. Termination. The Trust may be terminated as to all Employers
on any date specified by the Company. The Trust will terminate as to any
Employer on the first to occur of the following:

               (a)  the date it is terminated by that Employer;

               (b)  the date such Employer's contributions to the Trust are
                    completely discontinued;

               (c)  the date such Employer is judicially declared bankrupt under
                    Chapter 7 of the U.S. Bankruptcy Code; or

               (d)  the dissolution, merger, consolidation, or reorganization of
                    that Employer, or the sale by that Employer of all or
                    substantially all of its assets, except that, with the
                    consent of the Company, such arrangements may be made
                    whereby the Trust will be continued by any successor to that
                    Employer or any purchaser of all or substantially all of
                    that Employer's assets, in which case the successor or
                    purchaser will be substituted for that Employer under the
                    Trust.

The Trustee's powers upon termination as described above will continue until
liquidation of the Trust Fund, or the portion thereof attributable to an
Employer, as the case may be. Upon termination of this Trust the Trustee shall
first reserve such reasonable amounts as it may deem necessary to provide for
the payment of any expenses, fees or taxes then or thereafter chargeable to the
Trust Fund. Subject to such reserve, the balance of the Trust Fund shall be
liquidated and distributed by the Trustee to or for the benefit of the
Participants or their beneficiaries, as directed by the Committee after
compliance with applicable requirements of ERISA, as amended from time to time,
or other applicable law, accompanied by a certification that the disposition is
in accordance with the terms of the Plan and the Trustee need not question the
propriety of such certification. The Company shall have full responsibility to
see that such distribution is proper and within the terms of the Plan and this
Trust.

                                      -16-

<PAGE>


IN WITNESS WHEREOF, the Company and Trustee have caused these presents to be
signed and their seals to be hereunto affixed and attested by their duly
authorized officers all as of the day and year first above written.

                                        APPLETON PAPERS INC.



                                        By:/s/ Paul J. Karch
                                           -------------------------------------
                                           Paul J. Karch, Secretary

                                        STATE STREET BANK AND TRUST COMPANY, not
                                        in its individual or corporate capacity,
                                        but solely in its capacity as TRUSTEE of
                                        the APPLETON PAPERS INC. EMPLOYEE STOCK
                                        OWNERSHIP TRUST

                                        By:/s/ Illegible
                                           -------------------------------------


                                        Its: Vice President
                                            ------------------------------------






                                      -17-