exhibit10_16-1.htm


    
      
        

        

      
Exhibit 10.16.1

      AMENDMENT
TO THE

      


       

      APPLETON
PAPERS INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

       

      The
Appleton Papers Inc. Supplemental Executive Retirement Plan, as amended, (the
“Plan”), a nonqualified deferred compensation plan, as defined by Internal
Revenue Code Section 409A(d)(1), is hereby further amended to comply with the
revised requirements of Internal Revenue Code Section 409A as set forth more
fully below.  This Amendment is executed this 18th day of December,
2008, and shall be effective as of January 1, 2009.

       

      1. Section
3.2(a) of the Plan is deleted in the entirety and replaced with the following
language:

       

      
        	
                 
      

              	
                (a)

              	
                Amount of Retirement
      Benefit.  A Participant who becomes eligible for a
      Supplemental Retirement Benefit pursuant to Section 3.1 above shall be
      entitled to a monthly benefit in an amount equal to the excess of (1)
      below over (2) below:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                the
      retirement benefit to which he would have been entitled under the Pension
      Plan had (i) his benefit not been reduced pursuant to Code sections
      401(a)(17) and 415, or (ii) his benefit included amounts deferred under a
      non-qualified deferred compensation plan of the Company (or both (i) and
      (ii)),

              


      

       

      (2)           the
retirement benefit to which he is entitled under the Pension Plan.

       

      Benefits
under this Plan shall be subject to the same cost-of-living adjustments, if any,
as applicable under the Pension Plan.

       

      2. Section
3.2(b) of the Plan is deleted in the entirety and replaced with the following
language:

       

      
        	
                 
      

              	
                (b)

              	
                Payment of
      Benefit.  A Participant’s Supplemental Benefit shall be
      paid or commence at the time payment of the Participant’s (or, if
      applicable, the Beneficiary’s) benefit under the Pension Plan is paid or
      commences; provided that, effective January 1, 2009, payment under this
      Plan shall be made or commence within 90 days after the Participant incurs
      a termination of employment with a vested benefit under the Pension Plan
      as contemplated by Section 3.1(b)(i), provided that if a Participant who
      is eligible for a Supplemental Benefit under Section 3.1(b)(i) terminates
      employment prior to the attainment of age 55, payment shall be made or
      commence within 90 days after the Participant attains age 55, irrespective
      of whether payment has been made or commenced under the Pension
      Plan.

              


      

       

      3. Section
3.2(c) of the Plan is deleted in the entirety and replaced with the following
language:

       

      
        	
                 
      

              	
                (c)

              	
                Form of
      Benefit.  A Participant’s Supplemental Benefit shall be
      paid in the form of a single life annuity if unmarried, or in the form of
      a Qualified Joint and Survivor Annuity if married; provided that,
      effective January 1, 2009, a Participant may elect, in accordance with
      election procedures described in the Pension Plan, to receive another type
      of actuarially equivalent life annuity provided
  thereunder.

              


      

       

      4. Section
3.3 of the Plan is deleted in the entirety and replaced with the following
language:

       

      3.3 
Small
Benefits.  Notwithstanding the foregoing provisions of this
Plan, if the amount of the Actuarial Equivalent immediate single sum payment of
a Participant’s or a Beneficiary’s accrued benefit under this Plan is less than
$20,000, the benefit will be paid to the Participant or Beneficiary in one lump
sum payment at the time stipulated in Section 3.2(b).

       

      5. Section
3.5 of the Plan is amended by adding the following sentence at the end of
subsection (c):

       

      
        	
                 
      

              	
                (c)

              	
                Effective
      January 1, 2009, death benefits payable under this Section 3.5 shall be
      made or commence no later than 90 days after the applicable Beneficiary
      becomes entitled thereto.

              


      

       

      6. Section
3.6 of the Plan is deleted in the entirety and replaced with the following
language:

       

      3.6 Disability
Benefits.  If a Participant terminates his employment with the
Employer because of a Disability as defined under the Pension Plan
(“Disability”), benefits will be payable under this Plan at such time as the
Participant commences to receive benefits under the Pension Plan, as calculated
and paid pursuant to Section 3.2; provided that, effective January 1, 2009,
payment to a Participant who incurs a termination of employment because of a
Disability, and who continues to qualify for a Disability Retirement Pension
under the Pension Plan through his Normal Retirement Date, shall be made or
commence within 90 days after the Participant attains age 65, irrespective of
whether payment has been made or commenced under the Pension
Plan.  Notwithstanding the foregoing sentence, a Participant who is
entitled to long-term disability benefits after his Normal Retirement Date (as
provided in Section 5.04(f) of the Pension Plan) will be deemed to have
terminated his employment as of the first day of the month on or after the date
his long-term disability benefits end, and payment shall be made or commence
within 90 days thereafter.

       

      7. 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 Consent this 18th day of
December, 2008.

       

       

      
      

       

      
        	 	 APPLETON
      PAPERS INC.
	 	 
	 	 
	 	 /s/ Mark R.
      Richards
	 	 Mark R.
      Richards, Chief Executive Officer
	 	 
	 	 
	 	 /s/ Thomas J.
      Ferree
	 	 Thomas J.
      Ferree, Chief Financial Officer