exhibit10_21-2.htm


    
      

      

    

     

    Exhibit
10.21.2

    


    AMENDMENT TO
THE

    APPLETON PAPERS INC.
RETIREMENT PLAN

    


    The
Appleton Papers Inc. Retirement Plan, as amended, (the “Plan”), is hereby
further amended as set forth herein. This Amendment is executed and effective
this 19th day of
December, 2008.

     

    1. Supplement H (Spring
Mill).  Section H2.08(a)(1) is deleted in the entirety and
replaced with the following language:

     

    
      	
              (1)  

            	
              If
      a Participant who is a Roaring Spring Mill Employee terminates employment
      at or after his Normal Retirement Age, he will be entitled to a Normal
      Retirement Pension in a monthly amount determined by multiplying his years
      of Benefit Service (including fractions of a year in completed months) as
      of his Termination of Employment by a benefit formula as
      follows:

            


    

     

    
      	
              Date of retirement from active employment and upon
      which employment terminates:

                                      
      On or
      After                                                  Prior
      to

            	
              Benefit

              Formula

            	
               

              Benefit Formula for Nonparticipating Eligibility
      Benefit Service

              [as defined in Section
      H2.05(a)(3)]

            
	 
      	 
      	 
      	 
      	 
      
	
                                       11/17/00

            	
              11/12/01

            	
              $31.50

            	
              $14.50

            	 
      
	
              11/12/01

            	
              11/17/01

            	
              $39.50

            	
              $15.00

            	 
      
	
              11/17/01

            	
              11/17/03

            	
              $40.00

            	
              $15.00

            	 
      
	
              11/17/03

            	
              11/17/07

            	
              $41.00

            	
              $15.00

            	 
      
	
              11/17/07

            	
              11/17/08

            	
              $41.50

            	
              $15.00

            	 
      
	
              11/17/08

            	
              11/17/09

            	
              $42.00

            	
              $15.00

            	 
      
	
              11/17/09

            	
              11/17/10

            	
              $42.50

            	
              $15.00

            	 
      
	
              11/17/10

            	
               -
      - - - -

            	
              $43.00

            	
              $15.00

            	 
      


    

    


    See prior
plan document for Roaring Spring Mill Plan for benefit formula for Termination
of Employment dates prior to November 17, 2000.

     

    2. Supplement G (Appleton
Plant).  Section G2.07(a)(1) is deleted in the entirety and
replaced with the following language:

     

    
      
        	
                (1)

              	
                For
      a Participant who is an Appleton Plant Employee, if such Participant’s
      employment terminates at or after his Normal Retirement Age, he will be
      entitled to a Normal Retirement Pension in a monthly amount determined by
      multiplying his years of Benefit Service (including fractions of a year in
      completed months) as of his Termination of Employment by a benefit formula
      as follows:

              


      

    

    
       

      Date upon which employment
terminates:

    

    
      
        
          
            
              
                
                  
                    	
                             

                            On or After

                          	
                             

                            Prior to

                          	 
      

                            Benefit Formula

                          
	
                                                                September
      1, 2001

                          	
                            September
      1, 2003

                          	
                            36.50

                          
	
                            September
      1, 2003

                          	
                            September
      1, 2005

                          	
                            37.50

                          
	
                            September
      1, 2005

                          	
                            September
      1, 2008

                          	
                            41.00

                          
	
                            September
      1, 2008

                          	
                            September
      1, 2010

                          	
                            42.00

                          
	
                            September
      1, 2010

                          	
                            - -
      - - -

                          	
                            42.75

                          


                  

                

              

            

          

        

      

    

     

    See prior
plan document for Appleton Plant Plan for benefit formula for Termination of
Employment dates prior to September 1, 2001.

     

    3. Except as
expressly modified herein, all terms and conditions of the Plan shall remain in
full force and effect.

     

    IN
WITNESS WHEREOF, the undersigned have executed this Amendment on December 19,
2008.

     

    


     

    
      
        
          
            
              	 
      	 
      	
                      APPLETON
      PAPERS INC.

                      By:
      Pension Benefits Finance Committee

                       

                    
	 
      	
                      By:

                    	
                      /s/
      Thomas J. Ferree

                    
	 
      	 
      	
                      Chief
      Financial
Officer

                    


            

          

        

      

    

    


    


    


    
      
        
          
            
              	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/
      Jeffrey J. Fletcher

                    
	 
      	 
      	
                      Controller

                    


            

          

        

      

    

    


    


    
      
        
          
            
              	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/
      Kerry S. Arent

                    
	 
      	 
      	
                      Executive
      Director, Human
Resources

                    


            

          

        

      

    

    


     

    
      
        
          
            
              	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/
      Satish Dave

                    
	 
      	 
      	
                      Executive
      Director,
I.T.