exhibit10_20.htm


    
      

      

    



    Exhibit
10.20

     

    APPLETON
PAPERS INC.

     

    RETIREMENT
PLAN

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

     (As
Amended Through December 5, 2007)

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPLETON PAPERS INC.

     

    RETIREMENT
PLAN

     

    (As
Amended Through December 5, 2007)

     

    TABLE OF
CONTENTS

     

    
      

        
          	
                  ARTICLE
      1.          Definitions

                	 
      	
                  1

                
	
                  1.01

                	
                  Actuarial
      Equivalent

                	
                  1

                
	
                  1.02

                	
                  Actuarial
      Value

                	
                  1

                
	
                  1.03

                	
                  Affiliate;
      Controlled Group Affiliate.

                	
                  1

                
	
                  1.04

                	
                  Basic
      Monthly Benefit

                	
                  2

                
	
                  1.05

                	
                  Benefit
      Finance Committee

                	
                  2

                
	
                  1.06

                	
                  Benefit
      Service

                	
                  2

                
	
                  1.07

                	
                  Break
      in Service.

                	
                  2

                
	
                  1.08

                	
                  Code

                	
                  2

                
	
                  1.09

                	
                  Committee

                	
                  2

                
	
                  1.1

                	
                  Company.

                	
                  3

                
	
                  1.11

                	
                  Covered
      Compensation.

                	
                  3

                
	
                  1.12

                	
                  Disability

                	
                  3

                
	
                  1.13

                	
                  Earliest
      Retirement Age

                	
                  3

                
	
                  1.14

                	
                  Eligible
      Employee.

                	
                  4

                
	
                  1.15

                	
                  Employment
      Date

                	
                  4

                
	
                  1.16

                	
                  ERISA

                	
                  4

                
	
                  1.17

                	
                  Final
      Average Monthly Compensation.

                	
                  4

                
	
                  1.18

                	
                  Highly
      Compensated Employee

                	
                  6

                
	
                  1.19

                	
                  Hour
      of Service

                	
                  6

                
	
                  1.2

                	
                  NCR
      Plan

                	
                  6

                
	
                  1.21

                	
                  Normal
      Retirement Age

                	
                  6

                
	
                  1.22

                	
                  Normal
      Retirement Date

                	
                  7

                
	
                  1.23

                	
                  Normal
      Retirement Pension

                	
                  7

                
	
                  1.24

                	
                  Participant.

                	
                  7

                
	
                  1.25

                	
                  Pension
      Commencement Date

                	
                  7

                
	
                  1.26

                	
                  Plan

                	
                  7

                
	
                  1.27

                	
                  Plan
      Year

                	
                  7

                
	
                  1.28

                	
                  Pre-1988
      Retiree

                	
                  7

                
	
                  1.29

                	
                  Pre-Retirement
      Surviving Spouse Annuity

                	
                  7

                
	
                  1.3

                	
                  Primary
      Insurance Amount.

                	
                  7

                
	
                  1.31

                	
                  Qualified
      Domestic Relations Order

                	
                  8

                
	
                  1.32

                	
                  Qualified
      Election.

                	
                  8

                
	
                  1.33

                	
                  Qualified
      Joint and Surviving Spouse Annuity.

                	
                  9

                
	
                  1.34

                	
                  Reemployment
      Date

                	
                  9

                
	
                  1.35

                	
                  Retirement
      Pension

                	
                  9

                
	
                  1.36

                	
                  Rule
      of 65 Retiree

                	
                  9

                
	
                  1.37

                	
                  Spouse
      or Surviving Spouse.

                	
                  9

                
	
                  1.38

                	
                  Starting
      Date

                	
                  10

                
	
                  1.39

                	
                  Supplement

                	
                  10

                
	
                  1.4

                	
                  Termination
      of Employment

                	
                  10

                
	
                  1.41

                	
                  Trust

                	
                  10

                
	
                  1.42

                	
                  Trust
      Agreement

                	
                  10

                
	
                  1.43

                	
                  Trust
      Fund

                	
                  10

                
	
                  1.44

                	
                  Trustee

                	
                  10

                
	
                  1.45

                	
                  Vested
      Retirement Pension

                	
                  10

                
	
                  1.46

                	
                  Vesting
      Service

                	
                  10

                
	
                  ARTICLE
      2.          Participation

                	 
      	
                  11

                
	
                  2.01

                	
                  General
      Rule.

                	
                  11

                
	
                  2.02

                	
                  Effect
      of Break in Service.

                	
                  11

                
	
                  2.03

                	
                  Participation
      Automatic

                	
                  12

                
	
                  2.04

                	
                  Nonparticipating
      Divisions etc

                	
                  12

                
	
                  2.05

                	
                  Special
      Election  -  Plan Participants employed by the Company
      on January 1, 2008

                	
                  12

                
	
                  ARTICLE
      3.          Contributions

                	 
      	
                  13

                
	
                  3.01

                	
                  Amount

                	
                  13

                
	
                  3.02

                	
                  Nonreversion
      Clause.

                	
                  13

                
	
                  ARTICLE
      4.         Service

                	 
      	
                  13

                
	
                  4.01

                	
                  Hour
      of Service.

                	
                  13

                
	
                  4.02

                	
                  Determinations
      by Committee.

                	
                  15

                
	
                  4.03

                	
                  Vesting
      Service.

                	
                  15

                
	
                  4.04

                	
                  Benefit
      Service.

                	
                  17

                
	
                  4.05

                	
                  Service
      Prior to a Break in Service.

                	
                  19

                
	
                  4.06

                	
                  Minimum
      Service Requirement Upon Reemployment

                	
                  19

                
	
                  4.07

                	
                  Service
      with Affiliates, etc.

                	
                  20

                
	
                  4.08

                	
                  Transfers
      Between Hours of Service and Elapsed Time Computations.

                	
                  20

                
	
                  4.09

                	
                  Compliance
      with the Uniformed Services Employment and Reemployment Rights Act of
      1994

                	
                  21

                
	
                  ARTICLE
      5.          Retirement
      Pension

                	 
      	
                  21

                
	
                  5.01

                	
                  Retirement
      At or After Normal Retirement Age.

                	
                  21

                
	
                  5.02

                	
                  Early
      Retirement Pension.

                	
                  24

                
	
                  5.03

                	
                  Service
      Under Other Plans.

                	
                  26

                
	
                  5.04

                	
                  Disability
      Retirement Pension.

                	
                  27

                
	
                  5.05

                	
                  Vested
      Retirement Pension.

                	
                  29

                
	
                  5.06

                	
                  Reemployment
      Before Pension Commencement Date

                	
                  29

                
	
                  5.07

                	
                  Non-Duplication
      of Benefits.

                	
                  30

                
	
                  5.08

                	
                  Special
      Retirement Enhancement Program.

                	
                  30

                
	 
      	 
      	
                   
      

                
	
                  5.09

                	
                  1999
      Special Retirement Enhancement Program (Newton Falls, Harrisburg
      Plant).

                	
                  31

                
	
                  5.1

                	
                  2000
      Special Retirement Enhancement Program (All locations, except Harrisburg
      and Newton Falls).

                	
                  32

                
	
                  ARTICLE
      6.          Pre-retirement
      Surviving Spouse Benefits

                	
                  33

                
	
                  6.01

                	
                  Special
      Spouse Benefit.

                	
                  33

                
	
                  6.02

                	
                  Form
      and Amount of Special Spouse Benefit.

                	
                  33

                
	
                  6.03

                	
                  Pre-Retirement
      Surviving Spouse Annuity.

                	
                  33

                
	
                  6.04

                	
                  Application
      to Participants Previously Terminated after ERISA Effective
      Date

                	
                  34

                
	
                  6.05

                	
                  Plan
      Death Benefits

                	
                  35

                
	
                  ARTICLE
      7.           Method
      of Payment

                	 
      	
                  35

                
	
                  7.01

                	
                  Normal
      Form of Benefit

                	
                  35

                
	
                  7.02

                	
                  Automatic
      Post-Retirement Surviving Spouse Option.

                	
                  35

                
	
                  7.03

                	
                  Participants
      Terminating after September 1, 1974 and before ERISA Effective
      Date.

                	
                  36

                
	
                  7.04

                	
                  Election
      of Optional Forms of Payment.

                	
                  36

                
	
                  7.05

                	
                  75%
      or 100% Surviving Spouse Option.

                	
                  36

                
	
                  7.06

                	
                  Reemployment
      of Pensioner.

                	
                  37

                
	
                  7.07

                	
                  Small
      Benefits.

                	
                  37

                
	
                  7.08

                	
                  Time
      of Commencement of Benefits.

                	
                  38

                
	
                  7.09

                	
                  Employment
      After Normal Retirement Date or After Commencement of
      Benefits.

                	
                  39

                
	
                  7.1

                	
                  Required
      Commencement of Benefits.

                	
                  40

                
	
                  7.11

                	
                  Qualified
      Domestic Relations Orders.

                	
                  40

                
	
                  7.12

                	
                  Spouses
      of Certain Early Retirees

                	
                  42

                
	
                  7.13

                	
                  Eligible
      Rollover Distributions.

                	
                  42

                
	
                  ARTICLE
      8.          Forfeitures

                	 
      	
                  44

                
	
                  8.01

                	
                  Forfeitures

                	
                  44

                
	
                  8.02

                	
                  Deemed
      Distributions and Forfeitures

                	
                  44

                
	
                  ARTICLE
      9.         Plan
      Administration

                	 
      	
                  44

                
	
                  9.01

                	
                  Appointment
      of Committees.

                	
                  44

                
	
                  9.02

                	
                  Named
      Fiduciaries.

                	
                  44

                
	
                  9.03

                	
                  Allocation
      of Fiduciary and Other Responsibilities.

                	
                  45

                
	
                  9.04

                	
                  Quorum
      and Voting; Procedures

                	
                  45

                
	
                  9.05

                	
                  Service
      in Multiple Capacities

                	
                  45

                
	
                  9.06

                	
                  Powers
      and Authority.

                	
                  45

                
	
                  9.07

                	
                  Advisors

                	
                  47

                
	
                  9.08

                	
                  Limitation
      of Liability; Indemnity.

                	
                  47

                
	 
      	 
      	
                   
      

                
	
                  9.09

                	
                  Expenses

                	
                  47

                
	
                  ARTICLE
      10.        Trust
    Fund

                	 
      	
                  47

                
	
                  10.01

                	
                  Trust
      Fund.

                	
                  47

                
	
                  ARTICLE
      11.       Amendment or
      Merger

                	 
      	
                  48

                
	
                  11.01

                	
                  Right
      Reserved.

                	
                  48

                
	
                  11.02

                	
                  Amendments
      Required for Qualification

                	
                  48

                
	
                  11.03

                	
                  Merger.

                	
                  48

                
	
                  ARTICLE
      12.       Termination of the
      Plan

                	 
      	
                  48

                
	
                  12.01

                	
                  Rights
      Reserved

                	
                  48

                
	
                  12.02

                	
                  Vesting
      Upon Plan Termination.

                	
                  49

                
	
                  12.03

                	
                  Priority
      and Method of Distribution.

                	
                  49

                
	
                  12.04

                	
                  Determination
      by Committees

                	
                  49

                
	
                  12.05

                	
                  Return
      of Actuarial Excess

                	
                  49

                
	
                  12.06

                	
                  Expenses
      of Termination

                	
                  50

                
	
                  12.07

                	
                  Restriction
      on Benefits

                	
                  50

                
	
                  ARTICLE
      13.       Miscellaneous

                	 
      	
                  50

                
	
                  13.01

                	
                  Payment
      to a Minor or Incompetent.

                	
                  50

                
	
                  13.02

                	
                  Doubt
      as to Right to Payment

                	
                  50

                
	
                  13.03

                	
                  Spendthrift
      Clause.

                	
                  51

                
	
                  13.04

                	
                  Benefits
      Payable Only by Trustee

                	
                  51

                
	
                  13.05

                	
                  Estoppel
      of Participants and Their Beneficiaries; Discharge of
      Liability.

                	
                  51

                
	
                  13.06

                	
                  Limitation
      of Liability

                	
                  52

                
	
                  13.07

                	
                  Construction

                	
                  52

                
	
                  13.08

                	
                  Gender
      and Number

                	
                  52

                
	
                  13.09

                	
                  Notice
      of Address - Inability to Locate Distributee.

                	
                  52

                
	
                  13.1

                	
                  Data

                	
                  53

                
	
                  13.11

                	
                  Separability

                	
                  53

                
	
                  13.12

                	
                  Captions

                	
                  53

                
	
                  13.13

                	
                  Governing
      Law

                	
                  53

                
	
                  13.14

                	
                  Right
      of Discharge Reserved.

                	
                  53

                
	
                  13.15

                	
                  Adoption
      by Affiliate

                	
                  54

                
	
                  ARTICLE
      14.        Limitation on
      Benefits

                	 
      	
                  54

                
	
                  14.01

                	
                  Purpose
      and Definitions.

                	
                  54

                
	
                  14.02

                	
                  Limitation
      on Annual Benefits.

                	
                  56

                
	
                  14.03

                	
                  Adjustments
      for Early or Late Payment.

                	
                  57

                
	
                  14.04

                	
                  Conditional
      Exemption for Pensions Under $10,000

                	
                  58

                
	 
      	 
      	
                   
      

                
	
                  14.05

                	
                  Participants
      with Fewer than Ten Years of Service.

                	
                  58

                
	
                  14.06

                	
                  Benefits
      Payable Under More than one Defined Benefit Plan

                	
                  58

                
	
                  14.07

                	
                  Participation
      in Defined Contribution Plan.

                	
                  59

                
	
                  14.08

                	
                  Benefits
      from Transferred Assets Disregarded.

                	
                  61

                
	
                  ARTICLE
      15.       “Top Heavy”
      Provisions

                	 
      	
                  62

                
	
                  15.01

                	
                  Plans
      Included in Determination of “Top Heavy” Status.

                	
                  62

                
	
                  15.02

                	
                  “Key
      Employee”.

                	
                  62

                
	
                  15.03

                	
                  “Top
      Heavy” Test

                	
                  63

                
	
                  15.04

                	
                  Determination
      Dates

                	
                  64

                
	
                  15.05

                	
                  Valuation

                	
                  64

                
	
                  15.06

                	
                  Distribution
      within Five Years

                	
                  64

                
	
                  15.07

                	
                  No
      Service Within Five Years

                	
                  64

                
	
                  15.08

                	
                  Compliance
      With Code Section 416

                	
                  64

                
	
                  15.09

                	
                  Beneficiaries

                	
                  64

                
	
                  15.1

                	
                  Provisions
      Applicable in “Top Heavy” Years.

                	
                  64

                
	
                  15.11

                	
                  Represented
      Employees

                	
                  66

                
	
                  ARTICLE
      16.        Leased
      Employees

                	 
      	
                  66

                
	
                  16.01

                	
                  Definitions

                	
                  66

                
	
                  16.02

                	
                  Treatment
      of Leased Employees

                	
                  66

                
	
                  16.03

                	
                  Exception
      for Employees Covered by Plans of Leasing Organization

                	
                  66

                
	
                  16.04

                	
                  Construction

                	
                  67

                
	 
      	 
      	
                   
      

                
	
                  APPENDIX
      A

                	 
      	
                   
      

                
	
                  Actuarial
      Assumptions

                	 
      	
                  APPENDIX
      A-1

                
	 
      	 
      	 
      
	
                  SUPPLEMENT
      A

                	 
      	 
      
	
                  Special
      Provisions Applicable to Participants With

                	 
      
	
                  Pre-1966
      Service

                	 
      	
                  SUPPLEMENT
      A-1

                
	 
      	 
      	 
      
	
                  SUPPLEMENT
      B

                	 
      	 
      
	
                  Special
      Provisions Applicable to Certain

                	 
      	 
      
	
                  Salaried
      Employees of West Carrollton, Ohio Location

                	
                  SUPPLEMENT
      B-1

                
	 
      	 
      	
                   
      

                
	
                  SUPPLEMENT
      C

                	 
      	 
      
	
                  Special
      Provisions Applicable to Portage Employees

                	
                  SUPPLEMENT
      C-1

                
	 
      	 
      	 
      
	
                  SUPPLEMENT
      D

                	 
      	 
      
	
                  Special
      Provisions Applicable to

                	 
      	 
      
	
                  Employees
      of East Shore Chemical Co., Inc.

                	 
      	
                  SUPPLEMENT
      D-1

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  SUPPLEMENT
      E

                	 
      	 
      
	
                  Special
      Provisions Applicable to Newton Falls Employees

                	
                  SUPPLEMENT
      E-1

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  SUPPLEMENT
      F

                	 
      	 
      
	
                  Withdrawal
      of Appleton Coated LLC

                	 
      	
                  SUPPLEMENT
      F-1

                
	
                  SUPPLEMENT
      G

                	 
      	 
      
	
                  Special
      Provisions Applicable to

                	 
      	 
      
	
                  Appleton
      Employees of the Appleton, Wisconsin Plant

                	 
      
	
                  Represented
      by Paper, Allied-Industrial, Chemical

                	 
      
	
                  and
      Energy Workers International Union, Local 469

                	
                  SUPPLEMENT
      G-1

                
	 
      	 
      	 
      
	
                  SUPPLEMENT
      H

                	 
      	 
      
	
                  Special
      Provisions Applicable to

                	 
      	 
      
	
                  Appleton
      Employees of the Roaring Spring, Pennsylvania Mill

                	 
      
	
                  Represented
      by Paper, Allied-Industrial, Chemical

                	 
      
	
                  and
      Energy Workers International Union, Local 422

                	
                  SUPPLEMENT
      H-1

                
	 
      	 
      	 
      
	
                  SUPPLEMENT
      I

                	 
      	 
      
	
                  Special
      Provisions Applicable to

                	 
      	 
      
	
                  Appleton
      Employees of the Harrisburg, Pennsylvania Plant

                	 
      
	
                  Represented
      by Paper, Allied-Industrial, Chemical

                	 
      
	
                  and
      Energy Workers International Union, Local 1098

                	
                  SUPPLEMENT
      I-1

                


        



    

    *  *  *  *  *


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPLETON
PAPERS INC.

     

    RETIREMENT
PLAN

     

    (As
Amended Through December 5, 2007)

     

    Preamble

     

    Appleton
Papers Inc. (the “Company”) established the Appleton Papers Inc. Retirement Plan
(prior to January 1, 2002, the “Appleton Papers Inc. Retirement Plan for
Non-Bargaining Unit Employees”; and prior to January 1, 1994, the “Retirement
Plan for Certain Employees of Appleton Papers Inc. and Adopting Related
Companies”) to provide retirement benefits for its eligible employees through a
tax-qualified pension benefit plan.

     

    The Plan,
as in effect on December 31, 2001, was amended and restated effective January 1,
2002, to effect the merger of certain pension benefit plans established and
maintained by the Company for the benefit of eligible
employees  represented by local units of the Paper, Allied-Industrial,
Chemical and Energy Workers International Union.  The Plan, as so
amended and restated, also included certain amendments required by the Uniformed
Service Employment and Reemployment Rights Act (USERRA), the Uruguay Round
Agreements Act of 1993 (GATT), the Small Business Job Protection Act of 1996
(SBJPA ‘96), the Taxpayer Relief Act of 1997 (TRA ‘97), the Internal Revenue
Service Restructuring and Reform Act of 1998, and the Community Renewal Tax
Relief Act (CRA) of 2000 (referred to collectively as the “GUST” amendments),
effective as of January 1, 1997.

     

    The Plan,
as so restated, and as subsequently amended through December 5, 2007, reads as
follows:

     

    ARTICLE
1.

     

    Definitions

     

    
      	
              1.01

            	
              Actuarial
      Equivalent.  The term “Actuarial Equivalent” means a
      benefit of equivalent value determined on the basis of the actuarial
      principles set forth in Appendix A, except as otherwise expressly provided
      in the Plan.

            


    

     

    
      	
              1.02

            	
              Actuarial
      Value.  The term “Actuarial Value” means the immediate
      cash value of a benefit determined on the basis of the actuarial
      principles set forth in Appendix A, except as otherwise expressly provided
      in the Plan.

            


    

     

    
      	
              1.03

            	
              Affiliate; Controlled
      Group Affiliate.

            


    

     

    
      	
              (a)

            	
              The
      word “Affiliate” and the term “Controlled Group Affiliate” each mean any
      member (other than the Company) of a controlled group of corporations
      within the meaning of Code Section 414(b), or of a group of trades or
      businesses (whether or not incorporated) under common control within the
      meaning of Code Section 414(c), (or any member of an affiliated service
      group (as defined in Section 414(m) of the Code) if such group includes
      the Company at the time of reference.  For purposes of the
      limitations on benefits prescribed by Article 14 of the Plan, the meanings
      of controlled group and group of trades or businesses under common control
      shall be as amended by Section 415(h) of the
  Code.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (b)

            	
              The
      word “Affiliate” also means any member (other than the Company) of a group
      of corporations having substantial common ownership or control that does
      not meet the requirements of subsection (a) above, but which is designated
      by the Company as such; for example, a “non-US Affiliate” is included
      within this definition.

            


    

     

    
      	
              1.04

            	
              Basic Monthly
      Benefit.  The term “Basic Monthly Benefit” means the
      monthly amount of Normal Retirement Pension payable to a Participant in
      the form of benefit described in Section 7.01 (single life
      annuity).

            


    

     

    
      	
              1.05

            	
              Benefit Finance
      Committee.  The term “Benefit Finance Committee” means
      the Committee of that name appointed pursuant to Article
  9.

            


    

     

    
      	
              1.06

            	
              Benefit
      Service.  The term “Benefit Service” means years of
      Benefit Service counted in determining the amount of a Participant’s
      benefits, as described in Section
4.04.

            


    

     

    
      	
              1.07

            	
              Break in
      Service.

            


    

     

    
      	
              (a)

            	
              The
      term “Break in Service” means a Plan Year in which an employee has less
      than 501 Hours of Service or, with respect to a Full-Time Employee who
      incurs a Severance Date on or after December 31, 1988, an Elapsed Time
      Break in Service, as defined in Section
4.05(c).

            


    

     

    
      	
              (b)

            	
              Solely
      for the purpose of determining whether a Break in Service has occurred for
      eligibility and vesting purposes, Hours of Service shall include Hours of
      Service which would otherwise have been credited to an employee who is
      absent from work for maternity or paternity reasons but for such absence,
      or in any case in which such hours cannot be determined, 8 Hours of
      Service per day of such absence, but not more than 501 such Hours of
      Service in the aggregate.

            


    

     

    
      	
              (c)

            	
              For
      purposes of subsection (b) above, an absence from work for maternity or
      paternity reasons means a cessation of active employment commencing after
      December 31, 1984: (A) by reason of the pregnancy of the employee, (B) by
      reason of a birth of a child of the employee, (C) by reason of the
      placement of a child with the employee in connection with the adoption of
      such child by such individual, or (D) for purposes of caring for such
      child for a period beginning immediately following such birth or
      placement.

            


    

     

    
      	
              (d)

            	
              The
      Hours of Service credited under subsection (b) above shall be credited:
      (A) in the Plan Year in which the absence begins if the crediting is
      necessary to prevent a Break in Service in that period, or (B) in all
      other cases, in the following Plan
Year.

            


    

     

    
      	
              1.08

            	
              Code.  The
      word “Code” means the Internal Revenue Code of 1986 as amended from time
      to time. Reference to a specific provision of the Code shall include such
      provision, any valid regulation promulgated thereunder and any comparable
      provision of future legislation that amends, supplements or supersedes
      such provision.

            


    

     

    
      	
              1.09

            	
              Committee.  The
      word “Committee” means the Administrative Committee appointed to
      administer the Plan pursuant to Article 9 (or when used in Article 9 such
      Committee or the Benefit Finance Committee, as the context may
      require).

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              1.10

            	
              Company.

            


    

     

    
      	
              (a)

            	
              The
      word “Company” means Appleton Papers Inc., a Delaware corporation, and its
      predecessors and successors in interest, as
  appropriate.

            


    

     

    
      	
              (b)

            	
              The
      word “Company” also means any subsidiary or other affiliate of Appleton
      Papers Inc. that adopts the Plan with the approval of the Board of
      Directors of Appleton Papers Inc., subject to the provisions of Section
      13.15.

            


    

     

    
      	
              1.11

            	
              Covered
      Compensation.

            


    

     

    
      	
              (a)

            	
              The
      following rules apply to the term “Covered
  Compensation”:

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      term “Covered Compensation” means for any Plan Year, the average (without
      indexing) of the Social Security taxable wage bases in effect under
      Section 230 of the Social Security Act for each calendar year during the
      35-year period ending with the last day of the calendar year in which the
      Participant attains or will attain his Social Security Retirement Age. In
      determining a Participant’s Covered Compensation for a Plan Year, the
      taxable wage bases for the current Plan Year and any subsequent Plan Year
      shall be assumed to be the same as those in effect for the Plan Year for
      which the determination is being
made.

            


    

     

    
      	
               
      

            	
              (2)

            	
              A
      Participant’s Covered Compensation for any Plan Year after the 35-year
      period described in paragraph (1) above is the Participant’s Covered
      Compensation for the Plan Year in which the Participant attained his
      Social Security Retirement Age.

            


    

     

    
      	
               
      

            	
              (3)

            	
              A
      Participant’s Covered Compensation shall be automatically adjusted for
      each Plan Year beginning on or after January 1, 1991 in accordance with
      these rules.

            


    

     

    
      	
              (b)

            	
              For
      purposes of determining the amount of a Participant’s Covered Compensation
      under subsection (a) above, the Plan Administrator may use tables provided
      from time to time by the Commissioner of Internal Revenue, that are
      developed by rounding the actual amounts of Covered Compensation for
      different years of birth.

            


    

     

    
      	
              1.12

            	
              Disability.  The
      word “Disability” means any medically determinable physical or mental
      condition by reason of which an Eligible Employee becomes entitled to
      benefits under a long-term disability plan maintained by the
      Company.

            


    

     

    
      	
              1.13

            	
              Earliest Retirement
      Age.  The term “Earliest Retirement Age” means the
      earliest date on which the Participant could elect to receive benefits
      under the Plan.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              1.14

            	
              Eligible
      Employee.

            


    

     

    
      	
              (a)

            	
              The
      term “Eligible Employee” means (1) a non-bargaining unit employee of the
      Company in regular employment and (2) any other employee who is classified
      as an Eligible Employee under an applicable Supplement, but excluding (A)
      any such employee who is eligible to actively participate in any other
      funded retirement, pension or profit sharing plan of the Company (other
      than the Appleton Papers Retirement Savings and Employee Stock Ownership
      Plan and the Appleton Papers Retirement Medical Savings Plan), or to which
      the Company makes contributions on his behalf, (B) non-union hourly
      employees at Company distribution centers, and (C) contingent workers used
      by the Company, such as independent contractors, vendor or agency
      personnel or leased employees (including but not limited to Leased
      Employees as defined in ARTICLE
16).

            


    

     

    
      	
              (b)

            	
              An
      individual who is determined by a governmental agency or court to be an
      employee of the Company for federal income tax withholding purposes, even
      though not previously so classified by the Company, shall be treated as
      such from the date of such final and nonappealable determination (even
      though the reclassification otherwise has an earlier effective date), but
      shall in all events be treated as an employee other than a non-bargaining
      unit employee.

            


    

     

    
      	
              (c)

            	
              Notwithstanding
      subsection (a) above, the term Eligible Employee shall include an employee
      (whether or not a salaried employee) who is employed primarily to render
      services within the jurisdiction of a union and whose compensation, hours
      of work, or conditions of employment are determined by collective
      bargaining with such union if, and only if, such collective bargaining
      agreement expressly provides that such employee shall be eligible to
      participate in this Plan, in which event, however, he shall be entitled to
      participate in this Plan only to the extent and on the terms and
      conditions specified in such collective bargaining
    agreement.

            


    

     

    
      	
              1.15

            	
              Employment
      Date.  The term “Employment Date” means the date on which
      an employee first completes an Hour of Service described in Section
      4.01(a)(1).

            


    

     

    
      	
              1.16

            	
              ERISA.  The
      acronym “ERISA” means the Employee Retirement Income Security Act of 1974,
      as amended.  Reference to a specific provision of ERISA shall
      include such provision, any valid regulation promulgated thereunder and
      any comparable provision of future legislation that amends, supplements or
      supersedes such provision.

            


    

     

    
      	
              1.17

            	
              Final Average Monthly
      Compensation.

            


    

     

    
      	
              (a)

            	
              Effective
      January 1, 1995, the term “Final Average Monthly Compensation” means the
      monthly average of a Participant’s Compensation from the Company for the
      highest 5 consecutive Plan Years during the last 10 Plan Years ending with
      or immediately preceding the last day worked prior to retirement or other
      Termination of Employment.  If the Participant’s period of
      Service is less than 5 Plan Years, Compensation shall be averaged over the
      Participant’s total period of Service.  [For Participants who
      retire or terminate employment prior to January 1, 1995, such term is
      defined as Final Average Monthly
      Salary, and shall be applied as set forth in the Plan at the time of such
      retirement or termination.]

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
              (b)

            	
              For
      Participants who retire or terminate employment on or after January 1,
      1995, “Compensation” shall mean wages, tips and other compensation as
      reported on IRS Form W-2, plus elective contributions that are made by the
      Company on behalf of the Participant that are not includible in gross
      income under section 125 or section 402(e)(3) of the Code, and, effective
      January 1, 2001, any elective amounts that are not includible in the gross
      income of the Employee by reason of section 132(f) of the Code, but
      reduced by all of the following items (even if includible in gross
      income): reimbursements or other expense allowances, fringe benefits (cash
      and noncash), moving expenses, amounts paid under a severance pay plan or
      other settlement plan or program of the Company, deferred compensation
      (including, without limitation, amounts realized from the exercise of a
      non-qualified stock option, or a right under a phantom stock plan) and
      welfare benefits.

            


    

     

    
      	
              (c)

            	
              If
      a Participant, because of absence for sickness or disability, or other
      authorized leave of absence, or on account of Disability (as defined in
      Section 1.12), does not have Compensation, Compensation shall be
      calculated in accordance with subsection (a) hereof, but by imputing the
      Participant’s Compensation at its last effective rate immediately prior to
      the commencement of such absence or Disability for the period thereof, but
      in no event more than 5 Plan Years.

            


    

     

    
      	
              (d)

            	
              Compensation
      shall include only that Compensation which is actually paid to the
      Participant as an Eligible Employee, except that it shall also include (i)
      Compensation with any Controlled Group Affiliate in the case of a
      Participant who is transferred to employment with such an Affiliate on or
      after January 1, 1986, and (ii) compensation that corresponds with benefit
      credit treated as Benefit Service under Section
  5.03(a).

            


    

     

    
      	
              (e)

            	
              The
      following rules shall apply to conform the Plan to the requirements of
      Code section 401(a)(17):

            


    

     

    
      	
               
      

            	
              (1)

            	
              In
      addition to other applicable limitations set forth in the Plan, and
      notwithstanding any other provision of the Plan to the contrary, for Plan
      Years beginning on or after January 1, 1994, the annual compensation of
      each Participant taken into account under the Plan shall not exceed the
      OBRA ‘93 annual compensation limit.  The OBRA ‘93 annual
      compensation limit is $150,000 ($160,000, effective January 1, 1997), as
      adjusted by the Commissioner for increases in the cost of living in
      accordance with section 401(a)(17)(B) of the Code.  Effective
      January 1, 2002, the annual compensation limit is $200,000.  The
      cost-of-living adjustment in effect for a calendar year applies to any
      period, not exceeding 12 months, over which compensation is determined
      (determination period) beginning in such calendar year.  If a
      determination period consists of fewer than 12 months, the OBRA ‘93 annual
      compensation limit will be multiplied by a fraction, the numerator of
      which is the number of months in the determination period, and the
      denominator of which is 12.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (2)

            	
              For
      Plan Years beginning on or after January 1, 1994, any reference in this
      Plan to the limitation under section 401(a)(17) of the Code shall mean the
      OBRA ‘93 annual compensation limit set forth in this
      provision.

            


    

     

    
      	
               
      

            	
              (3)

            	
              If
      compensation for any prior determination period is taken into account in
      determining a Participant’s benefits accruing in the current Plan Year,
      the compensation for that prior determination period is subject to the
      OBRA ‘93 annual compensation limit in effect for that prior determination
      period.  For this purpose, for determination periods beginning
      before the first day of the first Plan Year beginning on or after January
      1, 1994, the OBRA ‘93 annual compensation limit is $150,000 ($160,000,
      effective January 1, 1997).  Notwithstanding the preceding,
      effective January 1, 2002, the annual compensation limit shall be
      $200,000, which shall apply for determination periods beginning before
      January 1, 2002.

            


    

     

    
      	
              (f)

            	
              Notwithstanding
      any other provision of the Plan to the contrary (including, without
      limitation, any Appendix or Supplement to the Plan), effective January 1,
      2008, the term “Final Average Monthly Compensation” means the monthly
      average of a Participant’s Compensation from the Company for the highest
      five (5) consecutive Plan Years during the last ten (10) Plan Years ending
      with or immediately preceding the last day worked prior to the earlier
      of:

            


    

     

    
      	
               
      

            	
              (1)

            	
              January
      1, 2008, in the case of a Participant who (A) has made the election
      referred to in Section 2.05(a), (B) terminated employment with the Company
      prior to January 1, 2008, and is reemployed at any time thereafter, or (C)
      is transferred (or re-transferred) to the employment of the Company from
      an Affiliate, on or after January 1, 2008;
or

            


    

     

    
      	
               
      

            	
              (2)

            	
              January
      1, 2015, in the case of any other Participant who has not retired or
      otherwise incurred a Termination of Employment prior to January 1,
      2015.

            


    

     

    Subject
to the foregoing, if the Participant’s period of Service is less than five (5)
Plan Years, Compensation shall be averaged over the Participant’s total period
of Service.

     

    
      	
              1.18

            	
              Highly Compensated
      Employee.  The term “Highly Compensated Employee” means,
      with respect to any Plan Year, each current or former employee of the
      Company or an Affiliate who is a “highly compensated employee”, within the
      meaning of Code section 414(q), in that Plan
  Year.

            


    

     

    
      	
              1.19

            	
              Hour of
      Service.  The term “Hour of Service” means an hour taken
      into account under Sections 4.01 and
4.02.

            


    

     

    
      	
              1.20

            	
              NCR
      Plan.  The term “NCR Plan” means the Retirement Plan for
      Salaried Employees of NCR Corporation, as in effect from time to
      time.

            


    

     

    
      	
              1.21

            	
              Normal Retirement
      Age.  The term “Normal Retirement Age” means the later of
      (1) the Participant’s 65th birthday or (2) the fifth anniversary of the
      date on which his participation began.  For purposes of the
      previous sentence, an employee’s participation is
      deemed to begin on the first day of the first Plan Year in which he
      commenced his participation in the Plan, except that years which may be
      disregarded in accordance with Code section 410(a)(5)(D) will be
      disregarded in determining when participation
      commenced.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
              1.22

            	
              Normal Retirement
      Date.  The term “Normal Retirement Date” means the first
      day of the month coincident with or next following a Participant’s Normal
      Retirement Age.

            


    

     

    
      	
              1.23

            	
              Normal Retirement
      Pension.  The term “Normal Retirement Pension” means the
      benefit described in Section 5.01(a) of the
  Plan.

            


    

     

    
      	
              1.24

            	
              Participant.

            


    

     

    
      	
              (a)

            	
              The
      word “Participant” means any present or former employee who has become a
      Participant in this Plan in accordance with Article 2 and who continues to
      have vested or contingent rights to benefits under the
    Plan.

            


    

     

    
      	
              (b)

            	
              A
      non-vested employee (or former employee) who has incurred a Break in
      Service or whose benefits have been forfeited pursuant to Section 7.07
      shall not be a Participant unless and until he subsequently qualifies as a
      Participant pursuant to Section 2.02 or Section 7.07(c), whichever
      applies.

            


    

     

    
      	
              1.25

            	
              Pension Commencement
      Date.  The term “Pension Commencement Date” means the
      first day of the first period for which a Participant’s Retirement Pension
      is paid as an annuity or any other
form.

            


    

     

    
      	
              1.26

            	
              Plan.  The
      word “Plan” means the Appleton Papers Inc. Retirement Plan for
      Non-Bargaining Unit Employees, as in effect from time to
    time.

            


    

     

    
      	
              1.27

            	
              Plan
      Year.  The term “Plan Year” means the calendar
      year.

            


    

     

    
      	
              1.28

            	
              Pre-1988
      Retiree.  The term “Pre-1988 Retiree” means an individual
      who was not credited with an hour of service after December 31, 1987 that
      falls within the definition of Section 4.01(a)(1) or otherwise within the
      meaning of “hour of service” as used in section 9204(a)(1) of the Omnibus
      Reconciliation Act of 1986.

            


    

     

    
      	
              1.29

            	
              Pre-Retirement
      Surviving Spouse Annuity.  The term “Pre-Retirement
      Surviving Spouse Annuity” shall have the meaning provided under Section
      6.03.

            


    

     

    
      	
              1.30

            	
              Primary Insurance
      Amount.

            


    

     

    
      	
              (a)

            	
              Effective
      January 1, 1988, the term “Primary Insurance Amount” means the monthly
      amount of Social Security Old Age Benefit for a single person payable at
      the later of age 65 and the Participant’s Termination of Employment (or,
      in the case of a Pre-1988 Retiree payable at age 65), determined under the
      Social Security Act as in effect at the time of the Participant’s
      Termination of Employment.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (b)

            	
              In
      the event of retirement or Termination of Employment before age 65, the
      Primary Insurance Amount shall be the amount calculated under the
      preceding sentence on the assumption that the Participant would continue
      to receive until reaching age 65 compensation which would be treated as
      wages under the Social Security Act at the same rate as he received such
      compensation at the time of retirement or
  termination.

            


    

     

    
      	
              (c)

            	
              The
      Participant’s Primary Insurance Amount benefit shall be determined in
      accordance with Rev. Rul. 84-45, effective with respect to any employee
      who has service under the Plan after December 31,
  1983.

            


    

     

    
      	
              1.31

            	
              Qualified Domestic
      Relations Order.  The term “Qualified Domestic Relations
      Order” shall have the meaning provided under Section
  7.11.

            


    

     

    
      	
              1.32

            	
              Qualified
      Election.

            


    

     

    
      	
              (a)

            	
              The
      term “Qualified Election” means a waiver of a Qualified Joint and
      Surviving Spouse Annuity.

            


    

     

    
      	
              (b)

            	
              Such
      waiver must be consented to by the Participant’s Spouse, or if the Spouse
      is legally incompetent to give consent, by the Spouse’s legal guardian,
      who may be the Participant. If the Participant has a Spouse on his Pension
      Commencement Date, the consent to the waiver of a Qualified Joint and
      Surviving Spouse Annuity must be made by, or on behalf of, that Spouse.
      The waiver and consent must be in writing and filed with the Committee on
      a form prescribed by the Committee. The Spouse’s consent must be witnessed
      by a notary public and shall be
irrevocable.

            


    

     

    
      	
              (c)

            	
              Notwithstanding
      this consent requirement, if the Participant establishes to the
      satisfaction of the Committee or its delegate that such written consent
      need not be obtained because there is no Spouse, because the Spouse cannot
      be located, because the Participant is legally separated or has been
      abandoned (within the meaning of local law) and the Participant has a
      court order to that effect, or because of such other circumstances as the
      Secretary of the Treasury may by regulations prescribe, a waiver executed
      by the Participant shall itself be a Qualified Election without such
      consent, but only during the period the circumstance that made actual
      consent unnecessary continues.

            


    

     

    
      	
              (d)

            	
              Any
      consent necessary under this provision will be valid only with respect to
      the Spouse who signs the consent, or in the event of a Qualified Election
      under subsection (c) above, the designated Spouse. Revocation of a prior
      waiver may be made by a Participant in writing without the consent of the
      Spouse at any time before the Pension Commencement Date or, in the case of
      a waiver of a Qualified Joint and Surviving Spouse Annuity, 30 days after
      the Participant’s receipt of the written notification described in Section
      7.02(c), if later. The number of revocations and Qualified Elections shall
      not be limited.

            


    

     

    
      	
              (e)

            	
              An
      election to waive a Qualified Joint and Surviving Spouse Annuity, and any
      required spousal consent thereto, shall be valid only if it is made no
      earlier than 90 days prior to the Participant’s Pension Commencement
      Date.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              1.33

            	
              Qualified
      Joint and Surviving Spouse Annuity.

            


    

     

    
      	
              (a)

            	
              The
      term “Qualified Joint and Surviving Spouse Annuity” means a reduced
      monthly annuity for the life of the Participant and if the Participant
      dies after his Pension Commencement Date and he is survived by the Spouse
      to whom he was married at his Pension Commencement Date, payments to such
      Spouse in a monthly benefit commencing on the first day of the month next
      following the month in which the Participant’s death occurs, and ending
      with the payment made on the first day of the month in which the Spouse’s
      death occurs, equal to one-half (1⁄2) of the reduced monthly annuity that
      had been payable to the
Participant.

            


    

     

    
      	
              (b)

            	
              The
      Qualified Joint and Surviving Spouse Annuity shall be an amount that is
      the Actuarial Equivalent of the normal form of Pension described in
      Section 7.01, determined by applying the actuarial assumptions included in
      Section 1.01 of Appendix A.

            


    

     

    
      	
              1.34

            	
              Reemployment
      Date.  The term “Reemployment Date” means the day on
      which an employee first completes an Hour of Service described in Section
      4.01(a)(1) after his first Break in
Service.

            


    

     

    
      	
              1.35

            	
              Retirement
      Pension.  The term “Retirement Pension” means a benefit
      payable to a Participant under this
Plan.

            


    

     

    
      	
              1.36

            	
              Rule of 65
      Retiree.

            


    

     

    
      	
              (a)

            	
              The
      term “Rule of 65 Retiree” means a Participant who terminates employment
      with a right to a Vested Retirement Pension under Section 5.05, whose
      Pension Commencement Date occurs after December 31, 1984, and whose age
      (including proportionate credit for each tenth of a year) at Termination
      of Employment plus his years of Benefit Service equal or exceed
      65.

            


    

     

    
      	
              (b)

            	
              The
      term “Vesting Service” shall be substituted for the term “Benefit Service”
      in subsection (a) above for Participants who (1) make an election pursuant
      to Section 2.05(a) in lieu of continuing to accrue Benefit Service under
      this Plan, or (2) transfer to employment with a Controlled Group Affiliate
      on or after April 1, 2008; provided that for any Plan Year no more than
      one year of Service (“Benefit” or “Vesting”) shall be
      recognized.  Such substitution shall apply from the date the
      event described in item (1) or (2)
occurs.

            


    

     

    
      	
              1.37

            	
              Spouse or Surviving
      Spouse.

            


    

     

    
      	
              (a)

            	
              The
      terms “Spouse” or “Surviving Spouse” mean the spouse or surviving spouse
      of the Participant; provided, however, that a person claiming spousal
      benefits under Articles 6 or 7 hereof who is unable to produce a
      certificate of marriage issued by an appropriate civil authority shall be
      entitled to such benefits only if the Participant with respect to whom a
      marriage relationship is claimed notified the plan administrator, in
      writing, of such marriage relationship and presented acceptable proof
      thereof to the plan administrator prior to the earlier of (1) the
      Participant’s pension commencement date, or (2) the Participant’s date of
      death; and provided further, that a former spouse will be treated
      as the Spouse or Surviving Spouse if the Participant has previously begun
      to receive a Qualified Joint and Surviving Spouse Annuity (or an annuity
      under Article 7) with respect to such spouse, or to the extent provided
      under a Qualified Domestic Relations Order as defined in Code section
      414(p).

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
              (b)

            	
              Notwithstanding
      subsection (a) above, if a Participant is legally separated, or if a
      Participant has been abandoned (within the meaning of local law) and has a
      court order to such effect, no person claiming spousal benefits arising
      under such relationship shall be treated as a spouse or surviving spouse
      for any purpose under this Plan (except to the extent required under
      Section 7.11 hereof).

            


    

     

    
      	
              1.38

            	
              Starting
      Date.  The term “Starting Date” shall have the meaning
      provided in Section 6.03.

            


    

     

    
      	
              1.39

            	
              Supplement.  The
      word “Supplement” means any supplemental statement or schedule attached to
      and made a part of the Plan.

            


    

     

    
      	
              1.40

            	
              Termination of
      Employment.  Subject to Section 4.07, references under
      this Plan to a Termination of Employment, or to a Participant or employee
      who terminates employment, or the like, mean an employee’s ceasing to be
      in the active employ of the Company for any reason (including but not
      limited to quit, discharge, disability, layoff, retirement or entrance
      into military service) other than death or an authorized leave of
      absence.

            


    

     

    
      	
              1.41

            	
              Trust.  The
      word “Trust” means the trust established by the Trust
      Agreement.

            


    

     

    
      	
              1.42

            	
              Trust
      Agreement.  The term “Trust Agreement” means the trust
      agreement which at the time of reference governs the management of the
      Trust Fund, as more fully provided in Article
  10.

            


    

     

    
      	
              1.43

            	
              Trust
      Fund.  The term “Trust Fund” means the moneys and other
      properties from time to time held by the Trustee pursuant to the
      Plan.

            


    

     

    
      	
              1.44

            	
              Trustee.  The
      word “Trustee” means the trustee or the trustees from time to time in
      office pursuant to the Trust
Agreement.

            


    

     

    
      	
              1.45

            	
              Vested Retirement
      Pension.  The term “Vested Retirement Pension” means the
      Retirement Pension described in Section 5.05 of the
  Plan.

            


    

     

    
      	
              1.46

            	
              Vesting
      Service.  The term “Vesting Service” means years of
      Vesting Service counted in determining a Participant’s entitlement to
      nonforfeitable benefits, as described in Section
  4.03.

            


    

     

    


    


    ARTICLE
2.

     

    Participation

     

    
      	
              2.01

            	
              General
      Rule.

            


    

     

    
      	
              (a)

            	
              Each
      Participant in the Plan on December 31, 1996 shall continue to be a
      Participant in the Plan on January 1,
1997.

            


    

     

    
      	
              (b)

            	
              Each
      employee not described in subsection (a) above shall become a Participant
      on the first day of the month next following the date on which he meets
      all of the following requirements (but not before January 1,
      1988):

            


    

     

    
      	
               
      

            	
              (1)

            	
              he
      is then at least age 21;

            


    

     

    
      	
               
      

            	
              (2)

            	
              he
      has completed a 12-consecutive month period beginning on his Employment
      Date, or on any anniversary of his Employment Date, in which he had at
      least 1,000 Hours of Service; and

            


    

     

    
      	
               
      

            	
              (3)

            	
              he
      is an Eligible Employee.

            


    

     

    
      	
              (c)

            	
              Notwithstanding
      subsection (b) of this Section 2.01, or any other provision of the Plan to
      the contrary, the following rules shall apply effective January 1,
      2008:

            


    

     

    
      	
               
      

            	
              (1)

            	
              no
      employee who is hired and first performs an Hour of Service for the
      Company on or after January 1, 2008 shall become eligible to participate
      in the Plan; and

            


    

     

    
      	
               
      

            	
              (2)

            	
              no
      employee who (A) terminated employment with the Company prior to January
      1, 2008, and is reemployed at any time thereafter, or (B) is transferred
      (or re-transferred) to the employment of the Company from an Affiliate on
      or after January 1, 2008, shall be eligible to participate, or if
      applicable recommence participation, in the
  Plan.

            


    

     

    
      	
              2.02

            	
              Effect of Break in
      Service.

            


    

     

    
      	
              (a)

            	
              An
      individual who is a Participant shall cease to be a Participant upon his
      Termination of Employment unless he has a vested right to benefits under
      this Plan. A former employee who has a vested right to benefits under the
      Plan shall continue to be a Participant under this Plan until all vested
      benefits shall have been distributed in full. If annuity contracts are
      distributed to a Participant, the Participant shall have had his benefits
      under the Plan distributed in full.

            


    

     

    
      	
              (b)

            	
              If
      an employee has a Break in Service, he will have no rights under the Plan
      (other than rights in which he was vested before such Break in Service)
      unless and until he completes a 12-consecutive month period beginning on a
      later Reemployment Date, or on any anniversary of such Reemployment Date,
      during which he has at least 1,000 Hours of
  Service.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (c)

            	
              Upon
      completing a 12-consecutive month period as described in subsection (b)
      above:

            


    

     

    
      	
               
      

            	
              (1)

            	
              his
      years of Vesting Service and of Benefit Service completed before such
      Break in Service (if any) shall be restored to him, except to the extent
      lost under Section 4.05; and

            


    

     

    
      	
               
      

            	
              (2)

            	
              if
      he was not a Participant before such Break in Service, he shall become a
      Participant as of the first date following the end of such Break in
      Service on which he has met the requirements of Section 2.01(b), applied
      by treating his Reemployment Date as an Employment
  Date.

            


    

     

    
      	
              2.03

            	
              Participation
      Automatic.  Each Eligible Employee who has met the
      requirements of this Article 2 shall become a Participant without further
      action on his part. No such employee will be permitted to refuse
      participation in the Plan.

            


    

     

    
      	
              2.04

            	
              Nonparticipating
      Divisions etc.  The Company may, in its discretion,
      determine that individuals employed in or by one or more specified
      divisions, plants, locations or other identifiable employee groups will
      not be eligible to participate in the Plan. In making any such
      determination, the Company shall not discriminate in favor of officers,
      shareholders or highly compensated employees so as to prevent the Plan
      from qualifying under Code section
401(a).

            


    

     

    
      	
              2.05

            	
              Special Election - -
      Plan Participants employed by the Company on January 1,
      2008.

            


    

     

    
      	
              (a)

            	
              Each
      Eligible Employee who is employed by the Company on January 1, 2008, and
      (i) is a Participant in the Plan as of January 1, 2008, or (ii) may become
      a Participant in the Plan on or prior to January 1, 2009, in accordance
      with the rules of Section 2.01(b), shall be eligible to make an
      affirmative, irrevocable election to freeze the accrual of benefits under
      the Plan as of April 1, 2008 (or, if first eligible to participate after
      April 1, 2008 to waive participation in the Plan), on the condition that
      the Participant makes a concurrent election to participate in the
      “Mandatory Profit Sharing Contribution” feature of the Appleton Papers
      Inc. Retirement Savings and Employee Stock Ownership Plan (as such term is
      defined as of April 1, 2008).

            


    

     

    
      	
              (b)

            	
              The
      election described in subsection (a) shall be made in the form and manner
      prescribed by the Committee.  Such election shall be binding and
      enforceable as of April 1, 2008, and may not thereafter be rescinded or
      otherwise terminated, regardless of any subsequent revisions to the
      Appleton Papers Inc. Retirement Savings and Employee Stock Ownership Plan
      (including without limitation the Mandatory Profit Sharing Contribution
      feature).

            


    

     

    
      	
              (c)

            	
              The
      effect of such election shall be to treat the electing Participant in the
      same manner as a Participant who is in the employ of the Company other
      than as an Eligible Employee as of April 1, 2008, as described in Section
      4.07 pertaining to Hours of Service credited during such period of
      employment.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              ARTICLE
      3.

            


    

     

    
      	
               
      

            	
              Contributions

            


    

     

    
      	
              3.01

            	
              Amount.  Subject
      to Article 12 (Termination of the Plan), the Company will contribute to
      the Trust Fund for each Plan Year such sums as the Benefit Finance
      Committee, in its sole discretion, determines to be appropriate under the
      funding policy and method adopted by it for the Plan. All such
      contributions will be made within the time required by
  law.

            


    

     

    
      	
              3.02

            	
              Nonreversion
      Clause.

            


    

     

    
      	
              (a)

            	
              It
      shall be impossible at any time prior to the satisfaction of all
      liabilities with respect to Participants and their Spouses and
      Beneficiaries under the Plan, for any assets of the Plan to be (within the
      taxable year or thereafter) used for or diverted to purposes other than
      for the exclusive benefit of the Participants and their Spouses and
      Beneficiaries (including the payment of the expenses of the administration
      of the Plan); provided however,
that:

            


    

     

    
      	
               
      

            	
              (1)

            	
              a
      contribution that is made by the Company by a mistake of fact may, to the
      extent it was made by a mistake of fact, be returned to the Company upon
      its request within one year after the payment of the contribution;
      and

            


    

     

    
      	
               
      

            	
              (2)

            	
              all
      contributions are conditioned upon their deductibility under Code Section
      404, and to the extent that any contribution is not deductible, such
      contribution shall be returned to the Company upon its request within one
      year after the disallowance of such
deduction.

            


    

     

    
      	
              (b)

            	
              Reserved.

            


    

     

    ARTICLE
4.

     

    Service

     

    
      	
              4.01

            	
              Hour of
      Service.

            


    

     

    
      	
              (a)

            	
              “Hour
      of Service” shall mean each of the following, counted without
      duplication:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Paid Working
      Time:  Each hour for which an employee is paid or
      entitled to payment for duties performed for the Company. Such hours will
      be credited to the period in which duties were performed, and hours of pay
      at premium rates will count only as straight-time
  hours.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Paid
      Absence:  Each hour for which an employee is paid, or
      entitled to payment, by the Company on account of a period of time during
      which no duties are performed (irrespective of whether the employment
      relationship has terminated) due to vacation, holiday, illness, incapacity
      (including disability or pregnancy), layoff, jury duty, military duty or
      leave of absence, other than payments which only comply with applicable
      workers compensation, unemployment compensation or disability insurance
      laws or reimburse an Employee for medically related
      expenses.  Payments received under a severance pay plan or
      program (whether

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              paid
      in a single sum or over a fixed period of time) after Termination of
      Employment are not included in determining hours to be credited under this
      Paragraph (2).  No more than 501 Hours of Service will be
      credited under this Paragraph (2) for any single continuous period
      (whether or not such period occurs in a single computation
      period).

            


    

     

    
      	
               
      

            	
              (3)

            	
              Military
      Service:  Each hour that would be a regularly scheduled
      working hour (or vacation or holiday) but for the employee’s absence
      in:

            


    

     

    
      	
               
      

            	
              (A)

            	
              military
      service, if the employee is reemployed by the Company within 90 days after
      his discharge while he has reemployment rights under Federal law (or
      within such longer period during which he has such reemployment rights);
      or

            


    

     

    
      	
               
      

            	
              (B)

            	
              military
      summer camp for a period not to exceed 2
weeks.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Sickness or
      Disability:  Each regularly scheduled working hour during
      a period not to exceed one year in which the employee is absent from
      employment with the Company on account of sickness or disability (whether
      paid or not), reduced by any such hours which are credited as Hours of
      Service under (2) above. Periods of Disability, as defined in Section
      1.12, shall not be taken into account under this paragraph (4), but shall
      be taken into account to the extent provided in paragraph (7)
      below.

            


    

     

    
      	
               
      

            	
              (5)

            	
              Authorized Leave of
      Absence:  Each regularly scheduled working hour during a
      period in which the employee is absent from employment with the Company on
      an authorized leave of absence (whether paid or not), reduced by any such
      hours which are credited as Hours of Service under paragraph (2)
      above.

            


    

     

    
      	
               
      

            	
              (6)

            	
              Layoff:  Each
      regularly scheduled working hour during a period not to exceed one year in
      which the employee is absent from employment with the Company as a result
      of layoff (whether paid or unpaid), reduced by any such hours which are
      credited as Hours of Service under paragraph (2) above. Hours of Service
      credited under this paragraph (6) with respect to any period of layoff
      shall be disregarded if the employee fails to return to the employ of the
      Company within two weeks of the date of any recall from such
      layoff.

            


    

     

    
      	
               
      

            	
              (7)

            	
              Long-Term
      Disability:  To the extent not disregarded in accordance
      with Section 5.04(d), each regularly scheduled working hour during a
      period of Disability, as defined in Section 1.12, reduced by any such
      hours which are credited as Hours of Service under either paragraphs (2)
      or (4) above.

            


    

     

    
      	
               
      

            	
              (8)

            	
              FMLA
      Leave.  Hours of Service shall be determined under the
      terms of the Family and Medical Leave Act of 1993, as amended from time to
      time, and any regulations
thereunder.

            


    

     

    
      	
               
      

            	
              (9)

            	
              Back Pay
      Awards:  Each hour for which back pay, irrespective of
      mitigation of damages, is either awarded or agreed to by the Company;
      provided that no more

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              than
      501 Hours of Service shall be credited on account of any back pay award or
      agreement with respect to a period in which no duties are or would have
      been performed for the Company. Such hours will be credited to the period
      or periods to which the back pay award or agreement pertains (rather than
      to the period in which the award, agreement or payment is
      made).

            


    

     

    
      	
              (b)

            	
              Hours
      of Service described in paragraphs (a)(2) through (8) above will be
      credited to the period or periods in which occur the regularly scheduled
      hours with respect to which such Hours of Service are determined,
      beginning with the first such
hours.

            


    

     

    
      	
              4.02

            	
              Determinations by
      Committee.

            


    

     

    
      	
              (a)

            	
              The
      Committee has the power and final authority (and sole discretion with
      respect to such power and authority) to determine the Hours of Service of
      any individual for all purposes of the Plan, and to that end may adopt
      such rules, presumptions and procedures permitted by law as it deems
      appropriate or desirable.

            


    

     

    
      	
              (b)

            	
              Without
      limiting the generality of the foregoing, the Committee may provide that
      the hours of regularly scheduled working time to be credited under Section
      4.01(a)(2) and (3) to an employee without a regular work schedule will be
      determined on the basis of a 40-hour work week or an 8-hour work day or on
      any other reasonable basis which reflects the average hours worked by the
      employee or by other employees in the same job classification over a
      representative period of time, provided that the basis so used is
      consistently applied with respect to all employees within the same job
      classification, reasonably defined.

            


    

     

    
      	
              4.03

            	
              Vesting
      Service.

            


    

     

    
      	
              (a)

            	
              Subject
      to the further provisions of this Article 4, a Participant shall receive
      Vesting Service as follows:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Prior to January 1,
      1976:  For the period prior to January 1, 1976, he is
      credited with the number of full years and fractions of a year in
      completed months of his “Continuous Service”, as defined in the Plan
      immediately prior to January 1, 1976. For this purpose completed months in
      excess of the number of such full years will be converted to tenths of
      years by crediting 1/12 of a year for each such month and then rounding up
      to the nearest tenth of a year.

            


    

     

    
      	
               
      

            	
              (2)

            	
              On and After January
      1, 1976:  He will be credited with 1 year of Vesting
      Service for each Plan Year beginning on or after January 1, 1976 in which
      he has at least 1,000 Hours of Service (whether before or after the date
      he became a Participant).

            


    

     

    
      	
               
      

            	
              (3)

            	
              Former NCR
      Participants:  A person who was a Participant in the NCR
      Plan on June 30, 1978 and who becomes a Participant under this Plan as of
      July 1, 1978 shall be credited with Vesting Service as of July 1, 1978 at
      least equal to his “Years of Service” through June 30, 1978 as credited
      for vesting purposes under the NCR Plan as in effect on such
      date.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (b)

            	
              Notwithstanding
      the foregoing, a Participant’s Vesting Service shall not include any
      period of Vesting Service which was or would be lost as of December 31,
      1984 under the provisions of Section 4.05 of the Plan as then in
      effect.

            


    

     

    
      	
              (c)

            	
              A
      Participant who has ten years of continuous service with the Company
      commencing prior to January 1, 1976 shall be credited with ten years of
      Vesting Service under the Plan, whether or not he is otherwise entitled to
      ten years of Vesting Service.

            


    

     

    
      	
              (d)

            	
              For
      purposes of subsection (e) below, the following definitions shall
      apply:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Full-Time
      Employee:  The term “Full-Time Employee” means an
      employee who, at the time of reference, (A) is employed by the Company in
      Full-Time Employment or (B) is employed by an Affiliate (i) in employment
      covered by a retirement plan that determines his vesting service under the
      elapsed time method or (ii) in Full-Time Employment other than employment
      covered under a retirement plan that determines his vesting service on the
      basis of computation periods.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Full-Time
      Employment:  The term “Full-Time Employment” means
      employment that is customarily for not less than 1,000 hours per year,
      including vacations and holidays and periods of authorized absence not in
      excess of 24 consecutive months.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Part-Time
      Employee:  The term “Part-Time Employee” means an
      employee of the Company or an Affiliate who is not employed in Full-Time
      Employment at the time of
reference.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Service:  The
      term “Service” means the aggregate of (A) each period from an employee’s
      Employment Date (or the day on which an employee first completes an Hour
      of Service described in Section 4.01(a)(1) after a Severance Date) to his
      next Severance Date and (B) if an employee shall perform an Hour of
      Service within twelve (12) months after a Severance Date (or, if such
      Severance Date occurs during a period of continued absence, within twelve
      (12) months after the first day of such absence), the period from such
      Severance Date (or from the first day of absence) to such Hour of
      Service.

            


    

     

    
      	
               
      

            	
              (5)

            	
              Severance
      Date:  The term “Severance Date” means the earliest
      of:

            


    

     

    
      	
               
      

            	
              (A)

            	
              The
      date on which an employee quits, retires, is discharged or dies;
      or

            


    

     

    
      	
               
      

            	
              (B)

            	
              The
      first anniversary of the first date of a period in which an employee
      remains absent from service (with or without pay) with the Company or an
      Affiliate for any reason (such as vacation, holiday, sickness, disability,
      leave of absence or layoff) other than (i) quitting, retirement, discharge
      or death, (ii) approved absence, or (iii) service with the armed forces of
      the United States; or

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (C)

            	
              In
      the case of an employee who leaves employment with the Company or an
      Affiliate to enter into service with the armed forces of the United
      States, the last day of such employment prior to entering such service,
      unless (i) the Participant has reemployment rights under applicable law
      throughout the entire period of such service, (ii) upon discharge from
      such service he retains such reemployment rights (determined after taking
      into account the terms of such discharge), and (iii) he returns to the
      employ of the Company or an Affiliate within 90 days after the date of his
      completion of such service (or within such longer period during which his
      reemployment rights are protected by
law).

            


    

     

    
      	
              (e)

            	
              Subject
      to the further provisions of this Article 4, if a Participant is a
      Full-Time Employee at any time on or after December 31, 1988, his Vesting
      Service as used in Sections 4.05 and 5.05 shall be, for purposes of
      vesting under Section 5.05, the sum of his Vesting Service for periods
      prior to January 1, 1988 (and for service as a Part-Time Employee on and
      after January 1, 1988) as determined under subsection (a) above, and the
      number of years determined by aggregating all periods of Service on and
      after January 1, 1988 attributable to service as a Full-Time Employee,
      exclusive of periods that may be disregarded under Section 4.05 (and
      subsection (a) above shall not apply). For purposes of aggregating periods
      of service, (i) less than whole-year periods shall be aggregated on the
      basis that twelve (12) months or three hundred and sixty-five (365) days
      equal a whole year, and (ii) in aggregating days into months, thirty (30)
      days shall be deemed to be a month. Notwithstanding the foregoing
      provisions of this subsection (e), a Full-Time Employee who has at least
      1,000 Hours of Service in the Plan Year beginning January 1, 1988 will be
      credited with a year of Vesting Service, in total, for that Plan
      Year.

            


    

     

    
      	
              (f)

            	
              Notwithstanding
      the foregoing, a Participant’s Vesting Service shall not include any
      period of Vesting Service which was or would be lost as of December 31,
      1988 under the provisions of Section 4.05 of the Plan as in effect on
      December 30, 1988.

            


    

     

    
      	
              (g)

            	
              In
      the event the employee changes from a Part-Time Employee to a Full-Time
      Employee or from a Full-Time Employee to a Part-Time Employee, the above
      provisions of this Section 4.03, and the provisions of Section 4.05, shall
      apply in accordance with Section
4.08.

            


    

     

    
      	
              4.04

            	
              Benefit
      Service.

            


    

     

    
      	
              (a)

            	
              Subject
      to the further provisions of this Article 4, a Participant shall receive
      Benefit Service as follows:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Prior to January 1,
      1976:  Benefit Service prior to January 1, 1976 will be
      the number of full years and fractions of a year in completed months of
      “Continuous Service,” as defined in the Plan immediately prior to January
      1, 1976, except that years for which a Participant was eligible to
      participate in the former Combined Locks Profit Sharing Plan but for which
      he elected not to participate shall not be counted. For purposes of this
      Paragraph (1), completed months in excess of the number
      of such full years will be converted to tenths of years by crediting 1/12
      of a year for each such month and rounding up to the nearest tenth of a
      year.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
               
      

            	
              (2)

            	
              On and After January
      1, 1976:  For Plan Years beginning on or after January 1,
      1976, Benefit Service will be granted to each Participant on the basis of
      his total Hours of Service during such year and prior to his Normal
      Retirement Date which are attributable to employment as an Eligible
      Employee (“Eligible Hours”). For this purpose, Hours of Service credited
      for periods of absence from employment which immediately follow employment
      as an Eligible Employee shall be deemed to be attributable to employment
      as an Eligible Employee. If the Participant’s regularly scheduled work
      week throughout such Plan Year is at least 40 hours, he will be credited
      with one year of Benefit Service for each such Plan Year during which he
      completes at least 2,000 Eligible Hours. If the Participant’s regularly
      scheduled work week is not at least 40 hours throughout such year, he will
      be credited with one year of Benefit Service for each such Plan Year
      during which he completes the number of Eligible Hours determined in
      accordance with the following
formula:

            


    

     

    (2,000 x Hours in Regularly
Scheduled Work Week)

    40

     

    In
addition, for any such Plan Year during which the Participant completes less
than the Eligible Hours required for a full year of Benefit Service, a fraction
of a year of Benefit Service will be credited based on the ratio of his actual
Eligible Hours during such Plan Year to the number of Eligible Hours so required
for a full year of Benefit Service, rounded up to the nearest
tenth.

     

    
      	
               
      

            	
              (3)

            	
              Pre-1976
      Service.  An employee who is a Participant in the Plan as
      of January 1, 2002, and who thereafter retires or terminates employment
      with the Company with a vested accrued benefit (determined without regard
      to periods of employment prior to January 1, 1976), shall be granted
      Benefit Service for periods of employment prior to 1976, but only to the
      extent not already included in the Participant’s accrued
      benefit.  Such periods of employment shall be reorganized as
      Benefit Service pursuant to the rules of Section 4.04 (a)(1) hereof,
      except that such service need not be “Continuous” in order to qualify as
      such.

            


    

     

    
      	
              (b)

            	
              A
      Person who was a “Participant” in the NCR Plan on or before June 30, 1978
      and who transferred directly to service as a Participant under this Plan
      on or before July 1, 1978 shall be credited with Benefit Service for the
      period up to the date of transfer at least equal to the years of “Benefit
      Service” standing to his credit under the NCR Plan as of such
      date.

            


    

     

    
      	
              (c)

            	
              Notwithstanding
      the foregoing, no Benefit Service shall be credited to a Pre-1988 Retiree
      with respect to any period after his Normal Retirement
    Date.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (d)

            	
              Notwithstanding
      the foregoing, a Participant’s Benefit Service shall not include any
      period of Benefit Service which was or would be lost as of December 31,
      1984 under the provisions of Section 4.05 of the Plan as then in
      effect.

            


    

     

    
      	
              (e)

            	
              Notwithstanding
      any other provision of the Plan to the contrary (including, without
      limitation, any Appendix or Supplement to the Plan), Benefit Service shall
      not include any Hours of Service performed
  after:

            


    

     

    
      	
               
      

            	
              (1)

            	
              April
      1, 2008, in the case of a Participant who has made the election referred
      to in Section 2.05(a); or

            


    

     

    
      	
               
      

            	
              (2)

            	
              January
      1, 2015, in the case of any other
Participant.

            


    

     

    
      	
              4.05

            	
              Service Prior to a
      Break in Service.

            


    

     

    
      	
              (a)

            	
              Except
      as provided in subsection (b), if an employee with no vested rights under
      the Plan incurs five (5) consecutive Breaks in Service, and if the number
      of consecutive Plan Years constituting Breaks in Service equals or exceeds
      the employee’s aggregate number of years of Vesting Service as of the
      first such Break in Service, all of his Benefit Service and Vesting
      Service prior to such first Break in Service will be forever lost and
      forfeited, notwithstanding any other provisions of this
    Plan.

            


    

     

    
      	
              (b)

            	
              If
      an employee with no vested rights under the Plan incurs a Severance Date
      on or after December 31, 1988 while a Full-Time Employee, the rules of
      this subsection (b) will govern, in lieu of the rules of subsection (a).
      If such an employee incurs an Elapsed Time Break in Service and the length
      of the Elapsed Time Break in Service equals or exceeds the greater of (1)
      five years or (2) the employee’s aggregate number of years of Vesting
      Service (determined after giving effect to Section 4.03(e)) as of the
      Elapsed Time Break in Service, all of his Benefit Service and Vesting
      Service prior to the Break in Service will be forever lost and forfeited,
      notwithstanding any other provision of this
  Plan.

            


    

     

    
      	
              (c)

            	
              The
      term “Elapsed Time Break in Service” means a Severance Period of not less
      than 12 consecutive months. In the case of an individual who is absent
      from work for maternity or paternity reasons (as defined in Section 1.07),
      no portion of the first 12-consecutive month period of such absence shall
      count in determining the length of an Elapsed Time Break in Service. The
      term “Severance Period” means each period from an employee’s Severance
      Date to the next day on which the employee completes an Hour of Service
      described in Section 4.01(a)(1), excluding any period prior to January 1,
      1989 in a Plan Year in which the employee had more than 500 Hours of
      Service.

            


    

     

    
      	
              (d)

            	
              The
      aggregate number of years of Vesting Service otherwise determined in
      accordance with the above provisions of this Section 4.05 shall not
      include any years of Vesting Service previously disregarded under the
      Break in Service rules of this Section 4.05 (or under Section 4.05 of the
      Plan as previously in effect).

            


    

     

    
      	
              4.06

            	
              Minimum Service
      Requirement Upon Reemployment.  If an employee has a
      Break in Service, all of his years of Vesting Service and of Benefit
      Service will be lost and disregarded for all purposes of the Plan until he
      shall comply with the provisions of Section
      2.02. However, nothing in this Section 4.06 will deprive the employee of
      any benefits in which he was vested at the time he incurred such Break in
      Service.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
              4.07

            	
              Service with
      Affiliates, etc.

            


    

     

    
      	
              (a)

            	
              If
      an employee is transferred to employment with an Affiliate, or to
      employment with the Company other than as an Eligible Employee, he will
      not be deemed to have terminated employment for purposes of this Plan
      until such time as he is employed neither by the Company nor by an
      Affiliate. However, an individual who is employed by an Affiliate other
      than a Controlled Group Affiliate shall not be treated as continuing in
      employment by reason thereof at any time after he has become vested in a
      Retirement Pension hereunder.

            


    

     

    
      	
              (b)

            	
              Upon
      retirement or other Termination of Employment or death while in the employ
      of an Affiliate or in the employ of the Company other than as an Eligible
      Employee, a Participant’s benefit under this Plan (if any) shall be
      determined as if he had then retired, terminated employment or died for
      purposes of this Plan, based on his Final Average Monthly Compensation as
      of first to occur of (1) his date of retirement, (2) Termination of
      Employment, (3) death, (4) for a Participant who made the election under
      Section 2.05(a), January 1, 2008 or (5) January 1, 2015 for all other
      Participants, and his Benefit Service and the benefit formula in effect
      under Article V as of the date of transfer to the Affiliate or to
      employment other than as an Eligible
Employee.

            


    

     

    
      	
              (c)

            	
              Hours
      of Service, as defined in Section 4.01(a)(1) and (2), and Vesting Service
      will be credited for employment with an Affiliate as if the Affiliate were
      the Company, and for employment with the Company other than as an Eligible
      Employee as if such employment were covered under this Plan. However, no
      Benefit Service, or Hours of Service, as defined in Section 4.01(a)(3),
      shall be credited for such employment, except as expressly provided in
      Section 5.03.

            


    

     

    
      	
              (d)

            	
              In
      determining whether a Participant has sufficient years of Vesting Service
      to be eligible for an Early Retirement Pension under Section 5.02 or a
      Vested Retirement Pension under Section 5.05, no credit shall be given for
      service with any Affiliate prior to the date it first became an
      Affiliate.

            


    

     

    
      	
              4.08

            	
              Transfers Between
      Hours of Service and Elapsed Time
  Computations.

            


    

     

    
      	
              (a)

            	
              If
      an employee transfers to service accounted for under this Plan on the
      basis of computation periods from service accounted for under this Plan,
      or under another qualified plan of the Company or an Affiliate, on a
      different basis (i.e., on the elapsed time method), the Eligible Employee
      shall receive credit for purposes of eligibility to participate and, in
      the case of a Part-Time Employee) vesting, as of the date of transfer, for
      the number of one (l) year periods of service credited to him under such
      elapsed time method as of the date of transfer, and, in the computation
      period that includes the date of transfer, for the number of Hours of
      Service determined by crediting 190 Hours of Service for each month or
      part thereof included in any fractional part of a year credited to him
      as of the date of transfer. In applying this Section 4.08, the twelve (12)
      month period described in Section 2.01(b)(2) shall be treated as an
      eligibility computation
period.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
              (b)

            	
              If
      an employee transfers to service accounted for under this Plan under the
      elapsed time method from service accounted for under this Plan (or under
      another qualified plan of the Company or an Affiliate) on the basis of
      computation periods, the employee’s Vesting Service for the period during
      which vesting (under this Plan or such other plan) was determined on the
      basis of computation periods and through the close of the computation
      period in which such transfer occurs, shall be (i) the number of years of
      vesting service credited to him as of the start of such computation period
      under the computation period based plan rules theretofore applicable and
      (ii) for the computation period in which such transfer occurs, the greater
      of (A) his vesting service as of the date of transfer determined under
      such rules or (B) his Vesting Service for the entire such computation
      period determined under the elapsed time rules of this
    Plan.

            


    

     

    
      	
              4.09

            	
              Compliance with the
      Uniformed Services Employment and Reemployment Rights Act of
      1994.  Notwithstanding any provision of this Plan to the
      contrary, contributions, benefits, and service credits with respect to
      qualified military service will be provided in accordance with Section
      414(u) of the Code.

            


    

     

    ARTICLE
5.

     

    Retirement
Pension

     

    
      	
              5.01

            	
              Retirement At or After
      Normal Retirement Age.

            


    

     

    
      	
              (a)

            	
              If
      a Participant with a nonforfeitable right to a Retirement Pension
      terminates employment at or after attaining Normal Retirement Age and on
      or after January 1, 1989, he will be entitled to a Normal Retirement
      Pension in a monthly amount equal to the sum
of:

            


    

     

    
      	
               
      

            	
              (1)

            	
              1%
      of his Final Average Monthly Compensation not in excess of 1/12 of his
      Covered Compensation, times his years of Benefit Service up to 35 such
      years, and

            


    

     

    
      	
               
      

            	
              (2)

            	
              1.4%
      of his Final Average Monthly Compensation in excess of 1/12 of his Covered
      Compensation, times his years of Benefit Service up to 35 such
      years,

            


    

     

    but in no
event shall such monthly amount be less than a monthly amount determined by
multiplying his years of Benefit Service, including proportionate credit for
each tenth of a year, by the Minimum Benefit Formula set forth in subsection (b)
below.

     

    
      	
              (b)

            	
              If
      a Participant with a nonforfeitable right to a Retirement Pension
      terminates employment before January 1, 1989 at or after attaining Normal
      Retirement Age, he will be entitled to a Normal Retirement Pension in a
      monthly amount equal to the excess
of:

            


    

     

    
      	
               
      

            	
              (1)

            	
              1.5%
      of his Final Average Monthly Compensation, times his years of Benefit
      Service, over

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (2)

            	
              1.5%
      of his Primary Insurance Amount, times his years of Benefit Service (up to
      a maximum of 50%),

            


    

     

    but in no
event shall such monthly amount be less than, with respect to a Participant
whose employment terminates (or in the case of a Pre-1988 Retiree who attains
his Normal Retirement Date, if earlier) within the dates indicated below, a
monthly amount determined by multiplying his years of Benefit Service, including
proportionate credit for each tenth of a year (as of his Normal Retirement Date
in the case of a Pre-1988 Retiree) by a Minimum Benefit Formula as
follows:

     

    
      	
              Date
      upon which employment terminates (or, in the case of a Pre-1988 Retiree,
      Normal Benefit Retirement Date is attained if earlier)

            	 
      
	 
      
	 
      
	 
      	 
      	 
      	
              Minimum

            
	
              On
      or After

            	 
      	
              Prior
      to

            	
              Formula

            
	 
      	 
      	 
      	 
      
	
              ---

            	 
      	
              Jan.
      1, 1980

            	
              10

            
	
              Jan.
      1, 1980

            	 
      	
              Jan.
      1, 1982

            	
              12

            
	
              Jan.
      1, 1982

            	 
      	
              Jan.
      1, 1983

            	
              13.5

            
	
              Jan.
      1, 1983

            	 
      	
              Jan.
      1, 1984

            	
              15

            
	
              Jan.
      1, 1984

            	 
      	
              Jan.
      1, 1989

            	
              16

            
	
              Jan.
      1, 1989

            	 
      	
              Jan.
      1, 1995

            	
              17

            
	
              Jan.
      1, 1995

            	 
      	
              Jan.
      1, 1999

            	
              22

            
	
              Jan.
      1, 1999

            	 
      	
                    -

            	
              27

            


    

    


     

    Solely
with respect to Participants who are regularly scheduled to work over 1800 Hours
of Service each Plan Year and who terminate employment on or after July 1, 2001,
the following Minimum Benefit Formula shall apply:

     

    
      	
              Date
      upon which employment terminates

            
	 
      	 
      	
              Minimum
      Benefit

            
	
              On
      or After

            	
              Prior
      to

            	
              Formula

            
	 
      	 
      	 
      
	
              July
      1, 2001

            	
               -

            	
              36.50

            


    

    


     

    
      	
              (c)

            	
              Notwithstanding
      the foregoing:

            


    

     

    
      	
               
      

            	
              (1)

            	
              the
      portion of a Participant’s Normal Retirement Pension attributable to
      Benefit Service prior to January 1, 1976 shall not be less than the sum of
      the Participant’s “Future Service Retirement Income Credit” and “Past
      Service Retirement Income Credit” as determined under the Plan as in
      effect immediately prior to January 1,
1976;

            


    

     

    
      	
               
      

            	
              (2)

            	
              a
      Participant’s Normal Retirement Pension shall not be less than the largest
      Early Retirement Pension that would have been payable under Section
      5.02(b)(2) or Section
      5.05(c) had his Termination of Employment occurred on any date on which he
      would have been entitled to an Early Retirement Pension thereunder (but
      based on his Primary Insurance Amount in effect at the later of his date
      of actual termination and Normal Retirement Date, or in the case of a
      Pre-1988 Retiree, at his Normal Retirement Date);
    and

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
               
      

            	
              (3)

            	
              a
      Participant’s Normal Retirement Pension shall not be less than a monthly
      amount equal to the amount to which he would be entitled under the
      provisions of subsection (b) above determined as if the Participant had
      terminated employment on December 31,
1988.

            


    

     

    
      	
              (d)

            	
              Payment
      of a Participant’s Normal Retirement Pension shall start on the first day
      of the month coincident with or next following the later of his Normal
      Retirement Date or his Termination of
  Employment.

            


    

     

    
      	
              (e)

            	
              Notwithstanding
      Section 5.01(a), in the case of a Participant who continues in employment
      after age 70-1/2, the cumulative increases in his Retirement Pension after
      Normal Retirement Age (if any) shall be reduced by the Actuarial
      Equivalent of the cumulative amount of distributions made to the
      Participant pursuant to Section 7.08(a)(2), provided that in no event
      shall such a Participant’s Retirement Pension for any Plan Year thereby be
      reduced below the amount of his Retirement Pension at the end of the
      preceding Plan Year as determined in accordance with this Section 5.01
      (taking into account both additional accruals and distributions made
      through the end of such prior Plan
Year).

            


    

     

    
      	
              (f)

            	
              A
      Participant’s Normal Retirement Pension shall be nonforfeitable upon
      attainment of such Participant’s Normal Retirement Age, if such
      Participant is employed by the Company or an Affiliate on such
      date.

            


    

     

    
      	
              (g)

            	
              Unless
      otherwise provided under the Plan, each section 401(a)(17) Participant’s
      accrued benefit under this Plan will be the greater of the accrued benefit
      determined for the Participant under (1) or (2)
  below:

            


    

     

    
      	
               
      

            	
              (1)

            	
              the
      Participant’s accrued benefit determined with respect to the benefit
      formula applicable for the Plan Year beginning on or after January 1,
      1994, as applied to the Participant’s total years of service taken into
      account under the Plan for the purposes of benefit accruals,
      or

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (2)

            	
              the
      sum of:

            


    

     

    
      	
               
      

            	
              (A)

            	
              the
      Participant’s accrued benefit as of the  last day of the last
      Plan Year beginning before January 1, 1994, frozen in accordance with
      section 1.401(a)(4)-13 of the regulations,
and

            


    

     

    
      	
               
      

            	
              (B)

            	
              the
      Participant’s accrued benefit determined under the benefit formula
      applicable for the Plan Year beginning on or after January 1, 1994, as
      applied to the Participant’s years of service credited to the Participant
      for Plan Years beginning on or after January 1, 1994, for purposes of
      benefit accruals.

            


    

     

    A
“section 401(a)(17) Participant” means a Participant whose current accrued
benefit as of a date on or after the first day of the first Plan Year beginning
on or after January 1, 1994, is based on compensation for a year beginning prior
to the first day of the first Plan Year beginning on or after January 1, 1994,
that exceeded $150,000.

     

    
      	
              5.02

            	
              Early Retirement
      Pension.

            


    

     

    
      	
              (a)

            	
              If
      a Participant’s employment terminates on or after the date he has both
      reached age 55 and completed at least 10 years of Vesting Service
      exclusive of Vesting Service credited for period of employment with an
      Affiliate other than a Controlled Group Affiliate (and before attaining
      Normal Retirement Age), he shall be eligible to receive an Early
      Retirement Pension.

            


    

     

    
      	
              (b)

            	
              Such
      Early Retirement Pension will be whichever benefit described in Paragraphs
      (l) or (2) below as the Participant elects, at such time and in such
      manner as the Committee prescribes:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Payment at Normal
      Retirement Date:  A Retirement Pension starting on his
      Normal Retirement Date in a monthly amount calculated under the formula
      set forth in Section 5.01 on the following
  basis:

            


    

     

    
      	
               
      

            	
              (A)

            	
              In
      the case of an amount calculated under Section 5.01(a), such Section shall
      be applied based on Final Average Monthly Compensation and years of
      Benefit Service (up to 35 such years) at the date of his Termination of
      Employment; and

            


    

     

    
      	
               
      

            	
              (B)

            	
              In
      the case of an amount calculated under Section 5.01(b) (including an
      amount calculated under Section
5.01(c)(3)):

            


    

     

    
      	
               
      

            	
              (i)

            	
              Sections
      5.01(b)(1) and (2) shall be applied based on the Participant’s Final
      Average Monthly Compensation and Benefit Service at the date of his
      Termination of Employment (or deemed Termination of Employment);
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      Social Security offset referred to in Section 5.01(b)(2) shall be
      calculated based on the Participant’s Primary Insurance
    Amount

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              determined
      under Section 1.30(b) and by using Benefit Service as if he had continued
      in Benefit Service from his date of Termination of Employment (or deemed
      Termination of Employment) to his Normal Retirement Date; the amount so
      determined shall then be multiplied by a fraction, the numerator of which
      is the Participant’s Benefit Service at his Termination of Employment (or
      deemed Termination of Employment) and the denominator is the Benefit
      Service the Participant would have accumulated if he had continued in
      Benefit Service until his Normal Retirement
  Date.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Payment Before Normal
      Retirement Date:  A Retirement Pension starting on the
      first day of any month coincident with or following the date his
      employment terminates and before his Normal Retirement Date, in a monthly
      amount determined under paragraph (l) above, reduced in accordance with
      Table A
      in the case of a Participant whose Termination of Employment occurred on
      or after January 1, 1989 or with Table B in the
      case of a Participant whose Termination of Employment occurred before
      January 1, 1989.

            


    

     

     

    Table A

     

    
      	
              Age
      at Pension

            	
              Percentage
      of Pension Payable

            
	
              Commencement
      Date

            	
              Prior
      to Normal Retirement Date

            
	 
      	 
      
	
              64

            	
              100%

            
	
              63

            	
              100%

            
	
              62

            	
              100%

            
	
              61

            	
              97%

            
	
              60

            	
              94%

            
	
              59

            	
              91%

            
	
              58

            	
              88%

            
	
              57

            	
              85%

            
	
              56

            	
              82%

            
	
              55

            	
              79%

            


    

    


     

     (An
adjustment shall be made by straight line interpolation for ages that are not
integral.)

     

    


    Table B

     

    
      	
              Age
      at Pension

            	
              Percentage
      of Pension Payable

            
	
              Commencement Date

            	
              Prior to Normal Retirement
    Date

            
	
              64

            	
              100%

            
	
              63

            	
              100%

            
	
              62

            	
              100%

            
	
              61

            	
              93.30%

            
	
              60

            	
              86.70%

            
	
              59

            	
              80.80%

            
	
              58

            	
              75.20%

            
	
              57

            	
              69.40%

            
	
              56

            	
              63.50%

            
	
              55

            	
              57.90%

            


    

    


     

     (An
adjustment shall be made by straight line interpolation for ages that are not
integral.)

     

    Notwithstanding
the foregoing provisions of this paragraph (2), in the case of a Participant who
terminates employment on or after January 1, 1989 but whose Normal Retirement
Pension is determined under Section 5.01(c)(3), the reduction for early
commencement shall be determined in accordance with Table B; provided that his
Early Retirement Pension as so determined shall not be less than the amount to
which he would be entitled if Section 5.01(c)(3) were disregarded (i.e., if his
Normal Retirement Pension were determined under Section 5.01(a) with the
reduction for early commencement determined under Table A).

     

    
      	
              5.03

            	
              Service Under Other
      Plans.

            


    

     

    
      	
              (a)

            	
              Except
      as provided in subsection (b) below, if a Participant’s employment with
      the Company terminates while he is an Eligible Employee, his Retirement
      Pension (if any) under this Plan will be determined by treating as Benefit
      Service under this Plan any service with the Company for which he receives
      benefit credit under any other retirement plan maintained by the Company;
      provided, that the amount of additional Retirement Pension attributable to
      such Benefit Service will be reduced to the extent required by Section
      5.07.

            


    

     

    
      	
              (b)

            	
              If
      a Participant transfers to the employment of the Company directly from
      service with a non-US Affiliate of the Company, such Participant shall be
      treated as an Eligible Employee as of the effective date of transfer
      (provided, that any individual who is on secondment or other developmental
      assignment to the Company shall not be treated as an Eligible Employee
      until the first day after such assignment ends and such individual is no
      longer eligible to accrue benefits under the pension plan of the non-US
      Affiliate, as determined
      by the Company), and his Retirement Pension (if any) under this Plan will
      be determined as follows:

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
            	 	
               (1)

            	
              If
      such Participant terminates employment with the Company (or, upon a
      subsequent retransfer to a non-US Affiliate, with such non-US Affiliate)
      prior to becoming eligible for a Retirement Pension under Section 5.01,
      5.02 or 5.04 hereof, by treating as Benefit Service and Vesting Service
      only that service credited for the period of service with the Company as
      an Eligible Employee; such Participant shall be entitled to a Vested
      Retirement Pension (if any) only as provided in Section 5.05
      hereof.

            


    

     

    
      	
               
      

            	
              (2)

            	
              If
      such Participant retires, becomes disabled or dies while employed by the
      Company, by treating as Benefit Service and Vesting Service any service
      with such non-US Affiliate for which he receives benefit credit under any
      retirement plan maintained by such non-US Affiliate; provided, that the
      amount of additional Retirement Pension attributable to such Benefit
      Service will be reduced to the extent required by Section
      5.07.  Such Participant shall be entitled to a Retirement
      Pension (as applicable) as provided in Section 5.01, 5.02 or 5.04 hereof,
      as applicable.

            


    

     

    
      	
               
      

            	
              (3)

            	
              If
      such Participant is retransferred to a non-US Affiliate after becoming a
      Participant under this Plan, and such Participant retires, becomes
      disabled or dies while employed by such non-US Affiliate, by treating as
      Benefit Service and Vesting Service only that service credited for the
      period of service with the Company as an Eligible Employee, and by
      applying the terms of Section 4.07 hereof; such Participant shall be
      entitled to a Retirement Pension hereunder as provided in Section 5.01,
      5.02 or 5.04 hereof, as applicable.

            


    

     

    
      	
              (c)

            	
              This
      Section 5.03 shall not apply to the Appleton Papers Retirement Savings and
      Employee Stock Ownership Plan or the Appleton Papers Retirement Medical
      Savings Plan.

            


    

     

    
      	
              5.04

            	
              Disability Retirement
      Pension.

            


    

     

    
      	
              (a)

            	
              If,
      as a result of a Disability incurred while employed as an Eligible
      Employee, a Participant becomes entitled to benefits under a long-term
      disability plan maintained by the Company, and such benefits start on or
      after June 1, 1979, the Participant will be eligible to receive a
      Disability Retirement Pension, subject to the further provisions of this
      Section 5.04.

            


    

     

    
      	
              (b)

            	
              Such
      Disability Retirement Pension will start on the Participant’s Disability
      Pension Starting Date (as defined below) in a monthly amount equal to the
      Normal Retirement Pension determined under Section 5.01, based
      on:

            


    

     

    
      	
               
      

            	
              (1)

            	
              the
      Benefit Formula applicable to terminations of employment occurring on the
      date the Participant’s long-term disability benefits
  start,

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (2)

            	
              his
      Final Average Monthly Compensation, determined as of the last day of the
      period for which Compensation is imputed as a result of such Disability as
      provided in Section 1.17(c), and

            


    

     

    
      	
               
      

            	
              (3)

            	
              his
      Benefit Service as of his Disability Pension Starting Date (after taking
      into account the Benefit Service credited under subsection (c) of this
      Section for the period of his Disability); provided, however, that if the
      Minimum Benefit Formula under 5.01(a) was used to calculate a Disability
      Retirement Pension that commenced prior to January 1, 1984, such pension
      shall be adjusted, effective January 1, 1984, by recalculating it based on
      the Minimum Benefit Formula in effect on that
  date.

            


    

     

    
      	
              (c)

            	
              If
      a Participant:

            


    

     

    
      	
               
      

            	
              (1)

            	
              recovers
      from his Disability prior to his Disability Pension Starting Date and
      returns to the employ of the Company or an Affiliate within ninety (90)
      days after the end of such Disability and prior to working full-time for
      any other person (disregarding any employment which is primarily for the
      purpose of rehabilitation), or

            


    

     

    
      	
               
      

            	
              (2)

            	
              does
      not recover from his Disability prior to attainment of his Disability
      Pension Starting Date,

            


    

     

    he shall
be deemed to have continued as a Participant under the Plan and the period of
his Disability prior to his Disability Pension Starting Date shall be treated as
Vesting Service and Benefit Service, and Compensation shall be imputed for that
period as provided in Section 1.17(c); provided that a Participant (A) who is
actively employed on January 1, 2008 and does not make the election described in
Section 2.05(a) and (B) whose period of Disability commences on or after January
1, 2008, shall be credited with Benefit Service to the extent provided by this
subsection (c) for a period ending on the earlier of (i) such Participant’s
Disability Pension Starting Date or (ii) January 1, 2015.

     

    
      	
              (d)

            	
              If
      a Participant recovers from his Disability prior to his Disability Pension
      Starting Date and does not return to the employ of the Company or an
      Affiliate within the aforesaid 90-day period, or if he refuses to submit
      proof of continued Disability as required under subsection (e) below, he
      shall be deemed to have terminated his employment with the Company as of
      the date of commencement of his Disability, no Vesting Service or Benefit
      Service or Hours of Service shall be credited for any period after the
      commencement of his Disability, and his right, if any, to benefits under
      the Plan shall be determined on that
basis.

            


    

     

    
      	
              (e)

            	
              As
      a condition of entitlement to a Disability Retirement Pension, the
      Committee may require such proof of the Participant’s continued Disability
      as it deems necessary at the time, and from time to time prior to the
      Participant’s Disability Pension Starting Date, including having the
      Participant examined, at the Company’s expense, by a duly licensed
      physician selected by the
Committee.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (f)

            	
              For
      purposes of this Plan, “Disability Pension Starting Date” means Normal
      Retirement Date in the case of a Participant whose long-term disability
      benefits begin prior to such date; provided that a Participant who is
      entitled to long-term disability benefits after his Normal Retirement Date
      (whether beginning before or after such date) may elect to
      treat

            


    

     

    
      	
               
      

            	
              the
      first day of the month on or after the date his long-term disability
      benefits end as his Disability Pension Starting
  Date.

            


    

     

    
      	
              5.05

            	
              Vested Retirement
      Pension.

            


    

     

    
      	
              (a)

            	
              Upon
      the Termination of Employment of a Participant who is not eligible for a
      Retirement Pension under the preceding provisions of this Article V and
      who has completed at least 5 years of Vesting Service, he shall be
      eligible to receive a Vested Retirement
Pension.

            


    

     

    
      	
              (b)

            	
              Such
      Vested Retirement Pension will start as of the Participant’s Normal
      Retirement Date in a monthly amount determined in accordance with Section
      5.02(b)(1) as in effect on the date of Termination of Employment, or, if
      the Participant so elects (at such time and in such manner as the
      Committee shall prescribe), as of the first day of any prior month
      coinciding with or following his 55th birthday in a monthly amount
      determined as under Section 5.02(b)(1), reduced as
  follows:

            


    

     

    
      	
              Age
      in Years and

              Completed
      Months

              When Pension Commences

            	
              Percentage
      of Pension

              Commencing
      at

              Normal Retirement Date

            
	
              65
      and no months

            	
              100%

            
	
              64
      and no months

            	
              89%

            
	
              63
      and no months

            	
              79%

            
	
              62
      and no months

            	
              71%

            
	
              61
      and no months

            	
              64%

            
	
              60
      and no months

            	
              58%

            
	
              59
      and no months

            	
              52%

            
	
              58
      and no months

            	
              47%

            
	
              57
      and no months

            	
              42%

            
	
              56
      and no months

            	
              38%

            
	
              55
      and no months

            	
              34%

            


    

     

    If a
Pension begins at a date between the above-stated ages, the reduction shall be
calculated by straight-line interpolation of the applicable above-stated
percentage.

     

    
      	
              (c)

            	
              Notwithstanding
      subsection (b) above, in the case of a Rule of 65 Retiree, the reduction
      for a commencement of a Vested Retirement Pension prior to the
      Participant’s Normal Retirement Date shall be in accordance with the table
      set forth under Section 5.02(b)(2) rather than in accordance with the
      table set forth in subsection (b)
above.

            


    

     

    
      	
              5.06

            	
              Reemployment Before
      Pension Commencement Date.  If a Participant who is
      entitled to a Retirement Pension in accordance with Section 5.02(b)(1) or
      5.05 is reemployed by the 

                Company
      before his Pension Commencement Date, benefits based on his Benefit
      Service credited after such reemployment will be based on the benefit
      formula in effect at the time of his subsequent Termination of Employment
      (or for a Pre-1988 Retiree, his Normal Retirement Date, if earlier). In
      such event, the amount of Retirement Pension payable
      with respect to Benefit Service credited prior to such reemployment will
      not be increased by any applicable increase in the benefit formula that
      may have occurred subsequent to the date of such previous Termination of
      Employment, until the Participant has been reemployed for a period of
      continuous active employment of at least 12
      months.

              

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
    

     

    
      	
              5.07

            	
              Non-Duplication of
      Benefits.

            


    

     

    
      	
              (a)

            	
              Any
      Retirement Pension payable under the Plan with respect to a period of
      Benefit Service for which payment is to be made from another funded
      pension or profit-sharing retirement plan maintained by the Company or an
      Affiliate, or to which the Company or any Affiliate contributes or has
      contributed, shall be reduced by the amount of pension or other payments
      (on an Actuarially Equivalent basis) payable under such other plan with
      respect to such period of service; provided, that such reduction shall in
      no event reduce the Participant’s benefit from this Plan below the accrued
      benefit determined for the Participant without regard to the benefit
      derived from such other plan.

            


    

     

    
      	
              (b)

            	
              The
      Actuarially Equivalent benefit derived from the retirement plan of a
      non-US Affiliate, as provided in Section 5.03 hereof, shall be determined
      and fixed as of the Participant’s pension commencement
      date.  The currency exchange rate for determining the US dollar
      value of such benefit shall be determined as follows:  as of
      each December 31 the average currency exchange rate for the applicable
      currency for the 5-year period ending on such date shall be
      calculated.  Such rate shall apply to all retirements commencing
      on the January 1 next following, and shall continue to apply to
      retirements commencing through December 31 of that
  year.

            


    

     

    
      	
              (c)

            	
              This
      Section 5.07 shall not apply to participation in the Appleton Papers
      Retirement Savings and Employee Stock Ownership Plan or to the Appleton
      Papers Retirement Medical Savings
Plan.

            


    

     

    
      	
              5.08

            	
              Special Retirement
      Enhancement Program.

            


    

     

    
      	
              (a)

            	
              Eligible
      Employees who are employed by Newton Falls Inc., as of July 21, 1997, and
      who, as of December 31, 1997, have or will have accrued not fewer than ten
      (10) years of Vesting Service and are or will be not less than age
      fifty-five (55) as of December 31, 1997, shall be eligible to receive a
      Retirement Pension under this Section 5.08 if, and only if, they elect,
      during the period commencing July 21, 1997, and ending September 8, 1997,
      voluntarily to retire from the service of the Company.  Such
      election shall be on a form and in the manner prescribed by the Plan
      Administrator.

            


    

     

    
      	
              (b)

            	
              A
      Participant who makes an election described in subsection (a) above shall
      receive the following enhancements to the Retirement Pension with respect
      to which such Participant is otherwise entitled under the
      Plan:

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	 	
              (1)

            	
              three
      (3) Years of Benefit Service shall be added to the Participant’s accrued
      benefit (credited as of October 1,
1997);

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      reduction for commencement prior to Normal Retirement Age specified in
      Section 5.02(b)(2), to the extent otherwise applicable, shall be
      waived.

            


    

     

    
      	
              (c)

            	
              An
      election made under subsection (a) above shall be effective October 1,
      1997, unless an earlier retirement date is agreed in writing between the
      electing Participant and the Plan
Administrator.

            


    

     

    
      	
              5.09

            	
              1999 Special
      Retirement Enhancement Program (Newton Falls, Harrisburg
      Plant).

            


    

     

    
      	
              (a)

            	
              This
      Section 5.09 shall apply to the following classifications of
      Participants:

            


    

     

    
      	
               
      

            	
              (1)

            	
              A
      Participant who is actively employed at the Harrisburg Plant of the
      Company on September 29, 1999 (“Harrisburg Participant”), and who, as of
      December 31, 2000, has or will have accrued not fewer than five (5) years
      of Vesting Service and is no less than age fifty (50) years of age;
      and

            


    

     

    
      	
               
      

            	
              (2)

            	
              A
      Participant who is actively employed by Newton Falls Inc. on October 13,
      1999 (“Newton Falls Participant”), and who, as of July 31, 2000, has or
      will have accrued not fewer than five (5) years of Vesting Service and is
      not less than fifty (50) years of
age.

            


    

     

    
      	
              (b)

            	
              If
      a Harrisburg Participant or a Newton Falls Participant elects, during a
      fixed period of time established by the Company with respect to the
      applicable class of Participants, voluntarily to retire from the service
      of the Company, such Participant shall be eligible to receive a Retirement
      Pension under this Section 5.09 in lieu of any other Retirement Pension
      provided under Article 5 of the Plan.  Such election shall be
      made on a form and in the manner prescribed by the Plan
      Administrator.

            


    

     

    
      	
              (c)

            	
              A
      Participant who makes an election described in subsection (b) above shall
      receive the following enhancements to the Retirement Pension such
      Participant is otherwise entitled to receive under the
    Plan:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Five
      (5) Years shall be added to the Participant’s accrued Years of Benefit
      Service, not to exceed 35 years of Benefit Service in any event (to be
      credited as of the Participant’s Retirement Date).  For purposes
      of this Section 5.09, a Participant’s “Retirement Date” shall be the first
      day of the month coincident with or next following the Participant’s
      actual Termination of Employment with the
  Company;

            


    

     

    
      	
               
      

            	
              (2)

            	
              An
      option to elect immediate commencement of Retirement Pension effective as
      of the Participant’s Retirement Date shall be granted;
  and

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      reduction for commencement prior to Normal Retirement Age specified in
      Section 5.02(b)(2) Table A, to the extent otherwise applicable, shall be
      waived.  For a Retirement Pension that commences prior to age
      55, there shall be a reduction
      in the Participant’s Retirement Pension equal to three percent (3%) per
      year to the Participant’s actual pension commencement date (adjusted by
      straight line interpolation for ages that are not
      integral).

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
              (d)

            	
              An
      election made under subsection (a) above shall be effective December 31,
      2000 for Newton Falls Participants, and June 30, 2001 for Harrisburg
      Participants, unless an

            


    

     

    
      	
               
      

            	
              earlier
      Retirement Date is agreed in writing by and between the electing
      Participant and the Plan
Administrator.

            


    

     

    
      	
              5.10

            	
              2000 Special
      Retirement Enhancement Program (All locations, except Harrisburg and
      Newton Falls).

            


    

     

    
      	
              (a)

            	
              This
      Section 5.10 shall apply to certain Participants assigned to specified
      jobs or departments within the Company (as determined by the Company in
      its sole discretion) who are actively employed by the Company on January
      1, 2000, except those identified as a Harrisburg Participant or a Newton
      Falls Participant in Plan Section 5.09, who, as of December 31, 2000, have
      or will have accrued not fewer than five (5) years of Vesting Service and
      are no less than fifty (50) years of age (a “Section 5.10
      Participant”).

            


    

     

    
      	
              (b)

            	
              If
      a Section 5.10 Participant elects, during a fixed period of time
      established by the Company, voluntarily to retire from the service of the
      Company, such Participant shall be eligible to receive a Retirement
      Pension under this Section 5.10 in lieu of any other Retirement Pension
      provided under Article 5 of the Plan.  Such election shall be
      made on a form and in the manner prescribed by the Plan
      Administrator.

            


    

     

    
      	
              (c)

            	
              A
      Participant who makes an election described in subsection (b) above shall
      receive the following enhancements to the Retirement Pension such
      Participant is otherwise entitled to receive under the
    Plan:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Five
      (5) Years shall be added to the Participant’s accrued Years of Benefit
      Service, not to exceed 35 years of Benefit Service in any event (to be
      credited as of the Participant’s Retirement Date).  For purposes
      of this Section 5.10, a Participant’s “Retirement Date” shall be the first
      day of the month coincident with or next following the Participant’s
      actual Termination of Employment with the
  Company;

            


    

     

    
      	
               
      

            	
              (2)

            	
              An
      option to elect immediate commencement of Retirement Pension effective as
      of the Participant’s Retirement Date shall be granted;
  and

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      reduction for commencement prior to Normal Retirement Age specified in
      Section 5.02(b)(2) Table A, to the extent otherwise applicable, shall be
      waived.  For a Retirement Pension that commences prior to age
      55, there shall be a reduction in the Participant’s Retirement Pension
      equal to three percent (3%) per year to the Participant’s actual pension
      commencement date (adjusted by straight line interpolation for ages that
      are not integral).

            


    

     

    
      	
              (d)

            	
              An
      election made under subsection (a) above shall be effective December 31,
      2000, unless an earlier Retirement Date is agreed in writing by and
      between the electing Participant and the Plan
    Administrator.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
6.

     

    Pre-retirement Surviving
Spouse Benefits

     

    
      	
              6.01

            	
              Special Spouse
      Benefit.

            


    

     

    
      	
              (a)

            	
              A
      “Special Spouse Benefit” shall be paid to a Participant’s surviving spouse
      if the Participant dies:

            


    

     

    
      	
               
      

            	
              (1)

            	
              while
      employed by the Company;

            


    

     

    
      	
               
      

            	
              (2)

            	
              with
      at least 10 years of Vesting Service;
and

            


    

     

    
      	
               
      

            	
              (3)

            	
              if
      the sum of the Participant’s age (including proportionate credit for each
      tenth of a year) and years of Benefit Service is 65 or
      greater.

            


    

     

    
      	
              6.02

            	
              Form and Amount of
      Special Spouse Benefit.

            


    

     

    
      	
              (a)

            	
              The
      Special Spouse Benefit will be a monthly benefit equal to 50% of the
      monthly pension that would have been paid to the Participant if he had
      started to receive an Early Retirement Pension on the day before his death
      in the form of a Qualified Joint and Surviving Spouse Annuity but without
      any reduction for commencement of such pension prior to Normal Retirement
      Age. The amount of this annuity will, however, be determined after giving
      effect to the actuarial reduction required under Section 1.33(b) to
      convert the amount of pension payable in the form described in Section
      7.01 into an actuarially equivalent amount payable as a Qualified Joint
      and Surviving Spouse Annuity. Notwithstanding the above provisions of this
      Section 6.02(a), the Special Spouse Benefit will not be less than the
      Pre-Retirement Surviving Spouse Annuity to which the Surviving Spouse
      would have been entitled if Section 6.03 had applied to the
      Participant.

            


    

     

    
      	
              (b)

            	
              The
      Special Spouse Benefit will be payable monthly for the lifetime of the
      Participant’s surviving spouse, the first monthly payment to be made for
      the month next following the month in which the Participant dies and the
      last monthly payment to be made for the month in which the spouse
      dies.

            


    

     

    
      	
              6.03

            	
              Pre-Retirement
      Surviving Spouse Annuity.

            


    

     

    
      	
              (a)

            	
              Application.  The
      provisions of this Section 6.03 shall apply to any Participant who (l) is
      credited with at least one paid working hour or hour of paid leave under
      the Plan on or after August 23, 1984, (2) is not covered by the Special
      Spouse Benefit under Sections 6.01 and 6.02 and (3) is vested in his
      accrued benefit under the Plan, and to any eligible Participant electing
      to have such provisions apply under Section 6.04 (a “Covered
      Participant”).

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (b)

            	
              Definitions.

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      term “Pre-Retirement Surviving Spouse Annuity” means a monthly benefit
      beginning on the Starting Date and ending with a payment made on the first
      day of the month in which the Spouse’s death occurs, in an amount equal to
      the monthly benefit that would have been payable to the Surviving Spouse
      of the Participant if such Participant had terminated employment on the
      earlier of the date of his death or the date of any prior actual
      termination, had survived until the Starting Date and had begun to receive
      a Retirement Pension in the applicable post-retirement form immediately
      prior to the Starting Date and then died on the Starting
      Date.  For this purpose, the applicable postretirement form
      shall be whichever benefit form described in Section 7.05 that the
      Participant has elected in accordance with Section 7.04 or, if an election
      under Section 7.04 has not been made, a Qualified Joint and Surviving
      Spouse Annuity.

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      term “Starting Date” means:  (1) in the case of a Participant
      who dies before his Normal Retirement Date, the day that would have been
      the Participant’s Normal Retirement Date, or if the Surviving Spouse so
      elects, the first day of any earlier month following (A) the day the
      Participant dies if he dies on or after his Earliest Retirement Age or (B)
      in any other case the day he would have attained his Earliest Retirement
      Age had he survived, but crediting no years of Vesting Service for periods
      following his actual date of death for this purpose, and (2) in the case
      of a Participant who dies after his Normal Retirement Date and before his
      Pension Commencement Date shall be the first day of the month following
      his death.

            


    

     

    
      	
              (c)

            	
              Surviving Spouse
      Benefit.  If a Participant to whom this Section 6.03
      applies dies before his Pension Commencement Date, his Surviving Spouse,
      if any, will receive a Pre-Retirement Surviving Spouse
      Annuity.

            


    

     

    
      	
              (d)

            	
              Death of
      Spouse.  If the Participant’s Spouse dies before the
      Participant, the Pre-Retirement Surviving Spouse Annuity coverage shall be
      deemed revoked at the date of the Spouse’s
  death.

            


    

     

    
      	
              (e)

            	
              Cost of
      Benefit.  The benefit provided under this Section 6.03
      may not be waived (or another beneficiary selected) and the Plan shall
      fully subsidize the costs of such
benefit.

            


    

     

    
      	
              6.04

            	
              Application to
      Participants Previously Terminated after ERISA Effective
      Date.  Any living Participant not receiving benefits
      under the Plan on August 23, 1984 (and whose benefits had not been
      distributed by purchase of an annuity contract prior to that date) who
      would otherwise not receive the benefits described by Section 6.03, shall
      nevertheless be eligible for such benefits if such Participant was
      credited with at least one paid hour of service on or after January 1,
      1976, and such Participant had at least 10 years of Vesting Service when
      he separated from service.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              6.05

            	
              Plan Death
      Benefits.  No benefit will be payable under this Plan
      upon the death of a Participant, except as specifically provided in the
      foregoing provisions of this Article 6 or in Article
  7.

            


    

     

    ARTICLE
7.

     

    Method of
Payment

     

    
      	
              7.01

            	
              Normal Form of
      Benefit.  Except as otherwise provided in this Article 7,
      a Participant’s Retirement Pension will be payable monthly for the
      lifetime of the Participant, starting on his Pension Commencement Date
      determined under Article 5 and ending with the payment for the month in
      which the Participant dies.

            


    

     

    
      	
              7.02

            	
              Automatic
      Post-Retirement Surviving Spouse
Option.

            


    

     

    
      	
              (a)

            	
              Application:  The
      provisions of this Section 7.02 shall apply to any Participant who is
      credited with at least one paid working hour or hour of paid leave under
      the Plan on or after August 23, 1984 and whose benefits did not begin
      before January 1, 1985.

            


    

     

    
      	
              (b)

            	
              Qualified Joint and
      Surviving Spouse Annuity:  A Participant’s vested accrued
      benefit under the Plan shall be paid in the form of a Qualified Joint and
      Surviving Spouse Annuity unless (l) the Participant makes a Qualified
      Election to be paid in the normal form described in Section 7.01 or (2)
      the Participant elects a joint and 75% or 100% surviving spouse annuity
      under Section 7.05.

            


    

     

    
      	
              (c)

            	
              Information to
      Participants:  No less than 30 days and no more than 90
      days before his Pension Commencement Date, each Participant shall be given
      a written notification in nontechnical terms
of:

            


    

     

    
      	
               
      

            	
              (1)

            	
              the
      terms and conditions of the Qualified Joint and Surviving Spouse
      Annuity,

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      right of the Participant to make, and the effect of, a Qualified
      Election,

            


    

     

    
      	
               
      

            	
              (3)

            	
              the
      right of the Participant’s Spouse to consent or not to consent to such an
      election,

            


    

     

    
      	
               
      

            	
              (4)

            	
              the
      right of a Participant to make, and the effect of, a revocation of a
      Qualified Election, and

            


    

     

    
      	
               
      

            	
              (5)

            	
              such
      other information as may be required under applicable
      regulations.

            


    

     

    Notwithstanding
the preceding, the Pension Commencement Date for a distribution in a form other
than a Qualified Joint and Survivor Annuity may be less than 30 days after
receipt of the written explanation described above, if the following
requirements are met:

     

    
      	
               
      

            	
              (6)

            	
              the
      Participant has been provided with information that clearly indicates that
      the Participant has at least 30 days to consider whether to waive the
      Qualified Joint and Survivor Annuity and elect (with spousal consent) to a
      form of distribution other than a Qualified Joint and Survivor
      Annuity.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (7)

            	
              the
      Participant is permitted to revoke any affirmative distribution election
      at least until the Pension Commencement Date or, if later, at any time
      prior to the expiration of the 7-day period that begins the day after the
      explanation of the Qualified Joint and Survivor Annuity is provided to the
      Participant, and

            


    

     

    
      	
               
      

            	
              (8)

            	
              the
      Pension Commencement Date is a date after the date that the written
      explanation was provided to the
Participant.

            


    

     

    
      	
              7.03

            	
              Participants
      Terminating after September 1, 1974 and before ERISA Effective
      Date.

            


    

     

    
      	
              (a)

            	
              Any
      living Participant not receiving benefits on August 23, 1984, who was
      credited with at least one paid hour of service under this Plan on or
      after September 2, 1974, and who is not covered by Section 7.02 of this
      Plan, or by the qualified joint and survivor annuity provisions of Section
      7.02 of this Plan as in effect on August 22, 1984, must be given the
      opportunity to have his benefits paid in accordance with such qualified
      joint and survivor annuity
provisions.

            


    

     

    
      	
              (b)

            	
              Such
      election may be made at any time during the period from August 23, 1984 to
      the Participant’s Pension Commencement
Date.

            


    

     

    
      	
              7.04

            	
              Election of Optional
      Forms of Payment.

            


    

     

    
      	
              (a)

            	
              A
      married Participant may elect to receive a Retirement Pension payable in
      the optional form described in Section 7.05 instead of a Qualified Joint
      and Surviving Spouse Annuity. The benefits payable under such optional
      form will be reduced in accordance with Section 1.02 or 1.03 of Appendix A
      (whichever applies) so as to be the Actuarial Equivalent of the benefits
      otherwise payable in the normal form described in Section
      7.01.

            


    

     

    
      	
              (b)

            	
              Except
      as modified under Section 7.02, any election of an optional form of
      payment described in Section 7.05 must be in writing on a form prescribed
      by the Plan Administrator and shall become effective on the later of the
      Participant’s Pension Commencement Date and thirty (30) days following his
      receipt of the notice described in Section 7.02, and may be revoked at any
      time prior to the Pension Commencement Date; provided, however, that if a
      Participant other than (1) a Participant who has provided the Plan
      Administrator with a certificate of good health as of such Participant’s
      Pension Commencement Date, by a doctor satisfactory to the Plan
      Administrator, or (2) a Participant who dies of accidental causes, dies
      within three (3) years after his Pension Commencement Date, such election
      shall be null and void as to any Beneficiary or the Participant’s estate
      and the Participant’s Spouse (if any) shall receive the benefit that would
      have been payable to the survivor under the Qualified Joint and Surviving
      Spouse Annuity form had no election been made
  hereunder.

            


    

     

    
      	
              7.05

            	
              75% or 100% Surviving
      Spouse Option.

            


    

     

    
      	
              (a)

            	
              The
      75% or 100% surviving spouse option will provide a reduced monthly amount
      of Retirement Pension for the lifetime of the Participant and, at the time
      of the Participant’s death, for the continuance of 75% or 100% of such
      reduced monthly amount to the Participant's Spouse, to be paid for the
      remainder of the Spouse's lifetime, provided that such Spouse was married
      to the Participant on his Pension Commencement
  Date.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
              (b)

            	
              If
      the Participant’s Spouse dies before his Pension Commencement Date, the
      Participant’s election of this option shall be null and void. If the
      Spouse dies before the Participant but after the Participant’s Pension
      Commencement Date no benefits will be payable under this option upon the
      death of the Participant, but the Participant’s Retirement Pension shall
      continue to be payable to him during his life in the reduced amount
      provided under the option.

            


    

     

    
      	
              7.06

            	
              Reemployment of
      Pensioner.

            


    

     

    
      	
              (a)

            	
              If
      a Participant starts receiving his Retirement Pension and is later
      reemployed by the Company, any monthly pension payments he is then
      receiving will be suspended to the extent provided under Section
      7.09.  During the period of reemployment he will be eligible to
      accrue Benefit Service under the then current provisions of the Plan if
      the requirements of Section 2.02 are
satisfied.

            


    

     

    
      	
              (b)

            	
              At
      the time of the Participant’s subsequent Termination of Employment, the
      previously suspended monthly pension benefit will commence in the same
      amount and form as was effective at the time of suspension, and, in
      addition, any benefit derived from the additional Benefit Service accrued
      during the period of reemployment will be payable under the then current
      provisions of the Plan.

            


    

     

    
      	
              7.07

            	
              Small
      Benefits.

            


    

     

    
      	
              (a)

            	
              If
      any Retirement Pension or other benefit under this Plan requires monthly
      payments of less than $20 per month, the Committee may direct that such
      payments be paid quarter-annually, semi-annually, or annually, rather than
      monthly.

            


    

     

    
      	
              (b)

            	
              Notwithstanding
      any other provision of this Plan, if the Actuarial Value (determined by
      using the assumptions set forth in Section 1.06 of Appendix A to this
      Plan) of the nonforfeitable portion of any benefit otherwise payable
      hereunder is $5,000 or less as of the annuity starting date, such benefit
      shall be paid to the Participant or his Surviving Spouse (as the case may
      be) in a single sum, provided, however, that effective January 1, 1987, no
      lump sum distribution shall be made under this Section 7.07(b) after the
      Participant’s “annuity starting date” unless the Participant and his
      Spouse (or the Surviving Spouse if applicable) consent in writing to such
      distribution.  For purposes of the preceding sentence “annuity
      starting date” means (i) the first day of the first period for which an
      amount is payable as an annuity, or (ii) in the case of a benefit not
      payable in an annuity, the first day on which all events have occurred
      which entitle the Participant to such benefit.  Such payment
      shall be in full satisfaction of any liability the Plan may have with
      respect to such person.  Prior to January 1, 1998, “$3,500” was
      substituted for “$5,000” in this Section 7.07(b).  Effective for
      distributions made prior to October 17, 2000, “and was $5,000 or less as
      of the date of any prior distribution,” was substituted for “as of the
      annuity starting date” in the first sentence of this Section
      7.07(b).

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (c)

            	
              For
      purposes of this Section 7.07, if such Actuarial Value of the
      nonforfeitable portion of a Participant’s Retirement Pension is zero, the
      Participant shall be deemed to have received a single sum distribution of
      the nonforfeitable portion of his Retirement Pension upon his Termination
      of Employment. The nonvested portion of the Retirement Pension of a
      Participant who is deemed to have received a single sum distribution of
      his nonforfeitable portion of his Retirement Pension under this Section
      7.07(c) shall be forfeited as of the date distribution is deemed to have
      been made. The unvested Retirement Pension forfeited pursuant to this
      Section 7.07(c) shall be restored in the case of a Participant who is
      reemployed before incurring a Break in Service, or in the case of a
      Participant who is reemployed after incurring a Break in Service if (and
      only if) his Benefit Service prior to the Break in Service has not been
      permanently forfeited under Section 4.05 and the requirements for
      restoration under Section 2.02 have been
met.

            


    

     

    
      	
              (d)

            	
              In
      the event of a single sum distribution under subsection 7.07(b) that
      occurs on or after March 28, 2005, where such distribution is greater than
      $1,000 (but does not exceed $5,000), if the Participant does not elect to
      have such distribution paid directly to an Eligible Retirement Plan in an
      Eligible Rollover Distribution as described in Section 7.13, or to receive
      the distribution directly, then the Committee will pay the distribution in
      an Eligible Rollover Distribution to an individual retirement plan (Code
      §408) designated by the Committee.

            


    

     

    
      	
              7.08

            	
              Time of Commencement
      of Benefits.

            


    

     

    
      	
              (a)

            	
              Notwithstanding
      any other provision of this Plan (but subject to subsections (b) and (c)
      below), and unless the Participant elects otherwise, the distribution of a
      Participant’s nonforfeitable benefits under the Plan shall commence by the
      earlier of:

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      60th day after the close of the Plan Year in which the later of the
      following events occurs:

            


    

     

    
      	
               
      

            	
              (A)

            	
              the
      Participant’s Termination of Employment,
or

            


    

     

    
      	
               
      

            	
              (B)

            	
              the
      Participant’s attainment of his Normal Retirement Age,
  or

            


    

     

    
      	
               
      

            	
              (C)

            	
              the
      10th anniversary of the year in which the Participant commenced
      participation in the Plan.

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      time prescribed by Section 7.10 of the
Plan.

            


    

     

    
      	
              (b)

            	
              For
      years prior to the 1989 calendar year (distributions with respect to which
      shall be made no later than April 1, 1990), Section 7.08(a)(2) shall apply
      only to a Participant who is or was a 5-percent owner (as described in
      Section 16.02(a)(3)) for any part of any Plan Year during or after which
      the Participant attained age
66-1/2.

            


    

     

    
      	
              (c)

            	
              Notwithstanding
      the above provisions of this Section 7.08, payment may be delayed if the
      amount of a Payment otherwise required to commence on any date cannot be
      ascertained, or payment on such date cannot be made because the Committee
      has been unable to locate the Participant after making reasonable efforts
      to do so. In either case, a payment,
      retroactive to the date payment should have commenced, shall be made no
      later than 60 days after the earliest date on which the amount of the
      payment can be ascertained or the Participant is located (whichever is
      applicable).

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
              (d)

            	
              The
      Committee may require, as a condition for the payment of benefits under
      the Plan, that a Participant file a written claim for benefits with the
      Committee which provides all the information reasonably necessary for the
      payment of such benefits.

            


    

     

    
      	
              7.09

            	
              Employment After
      Normal Retirement Date or After Commencement of
      Benefits.

            


    

     

    
      	
              (a)

            	
              If
      a Participant continues in active employment after his Normal Retirement
      Date, or is reemployed under the circumstances described in subsection (b)
      below, the Retirement Pension otherwise determinable in respect of the
      Participant shall be actuarially increased to reflect the amount by which
      the value of all Missed Payments exceeds the value of additional benefits
      (if any) credited to him after his Normal Retirement Date (including,
      without limitation, additional benefits attributable to continued accruals
      and benefit improvements, retroactive or otherwise).  For
      purposes of the preceding sentence, a Missed Payment shall mean any
      monthly pension payment which (1) was not paid on account of the
      Participant’s employment after his Normal Retirement Date and (2) is
      attributable to a calendar month in which the Participant had fewer than
      40 Hours of Service.

            


    

     

    
      	
              (b)

            	
              Effective
      January 1, 1988, this Section 7.09 shall apply to a Participant who
      continues in active employment after   his Normal
      Retirement Date, or who is
reemployed:

            


    

     

    
      	
               
      

            	
              (1)

            	
              on
      or after his Normal Retirement
Date;

            


    

     

    
      	
               
      

            	
              (2)

            	
              after
      starting to receive his Early Retirement Pension if it commenced before he
      reached age 62; or

            


    

     

    
      	
               
      

            	
              (3)

            	
              after
      starting to receive his Vested Retirement Pension if it commenced before
      he reached Normal Retirement Age or, if he is a Rule of 65 Retiree, before
      he reached age 62.

            


    

     

    
      	
              (c)

            	
              In
      the event of the Participant’s death before his actual retirement or other
      Termination of Employment, no death or survivor benefits shall be payable
      with respect to benefits otherwise payable under subsection (a)
      above.

            


    

     

    
      	
              (d)

            	
              The
      overpayment of any benefits caused by the operation of Section 7.06
      (determined after giving effect to this Section 7.09) may be recovered by
      the Trustee by offset against payments that may be or become due to, or in
      respect of, the Participant; provided, however, that such offset shall not
      exceed 25% of any month’s benefit payment, other than the first payment
      (including any arrears contained therein), and notice of such offset shall
      be given in accordance with applicable
  regulations.

            


    

     

    
      	
              7.10

            	
              Required Commencement
      of Benefits.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (a)

            	
              The
      payment of benefits under the Plan to a Participant eligible for such
      benefits shall begin no later than the April 1 of the calendar year
      following the calendar year in which the Participant attains age 70 1⁄2 in
      the case of 5% owners (hereinafter the “required beginning
      date”).  For Participants who are not 5% owners, the required
      beginning date is the later of the April 1 of the calendar year following
      the calendar year in which the Participant attains age 70 1⁄2 or
      retires.  Any Participant who is not a 5% owner and who attains
      age 70 1⁄2 after the 1995 calendar year but prior to the 1999 calendar year
      may elect to commence receiving benefits in accordance with the required
      beginning date under the definition in effect prior to January 1, 1997, by
      written direction to the Committee.  Except with respect to a 5%
      owner, a Participant’s benefit is actuarially increased to take into
      account the period after age 70 1⁄2 in which the Participant does not
      receive any benefits under the Plan, as required under Code Section
      401(a)(9)(C)(iii) and regulations thereunder.  Prior to January
      1, 1997, the required beginning date was no later than the April 1 of the
      calendar year following the calendar year in which the Participant
      attained age 70 1⁄2.  Notwithstanding the preceding, the following
      rules shall apply where applicable:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Such
      benefits will be distributed, beginning not later than the required
      beginning date, over the life of such Participant or over the lives of
      such Participant and a designated beneficiary (or over a period not
      extending beyond the life expectancy of such Participant or the life
      expectancy of such Participant and a designated
      beneficiary).  For purposes of the preceding sentence, the life
      expectancy of a Participant and the Participant’s spouse (other than in
      the case of a life annuity) may be recalculated so long as such
      expectancies are not recalculated more frequently than
      annually.

            


    

     

    
      	
               
      

            	
              (2)

            	
              In
      the event the Participant dies before distribution of benefits has
      commenced, the entire benefit shall be distributed within the next five
      (5) years unless: (A) if benefits are payable to the Participant’s
      Beneficiary other than the surviving spouse, (i) benefits will be
      distributed over the life or life expectancy of the Beneficiary and (ii)
      payments commence not later than one year after the Participant’s death;
      or (B) if benefits are payable to the Participant’s surviving spouse (i)
      benefits will be distributed over the life or life expectancy of the
      Spouse; and (ii) benefit payments commence no later than the date on which
      the Participant would have attained age
701⁄2.

            


    

     

    
      	
               
      

            	
              (3)

            	
              In
      the event the Participant dies after distribution of benefits has
      commenced, and benefits are payable within the limits of a period of time
      not extending beyond the life or life expectancy or joint lives and last
      survivor expectancies of the Participant and his Beneficiary, then the
      remaining portion of such benefit shall be distributed at least as rapidly
      as under the method being used as of the date of the Participant’s
      death.

            


    

     

    
      	
              7.11

            	
              Qualified Domestic
      Relations Orders.

            


    

     

    
      	
              (a)

            	
              Definition:  For
      purposes of this Section 7.11, “Qualified Domestic Relations Order” means
      any judgment, decree or order (including approval of a property
      settlement) made

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              pursuant
      to a state domestic relations law (including a community property law)
      which relates to the provision of child support, alimony payments or
      marital property to a spouse, former spouse, child or other dependent of a
      Participant and which creates or recognizes the existence of a right of
      such spouse, former spouse, child or other dependent to receive all or a
      portion of the benefits payable with respect to a Participant under the
      Plan. A Qualified Domestic Relations Order must clearly specify the amount
      or percentage of the Participant’s benefits to be paid to such recipient
      by the Plan (or the manner in which such amount or percentage is to be
      determined), the number of payments or period to which such order applies
      and each plan to which such order applies. A Qualified Domestic Relations
      Order (i) may not require the Plan (A) to provide payment to the recipient
      in a form other than as a single life annuity or other form available to
      the Participant, excluding however any joint and survivor annuity form
      (i.e. the forms described in Sections 1.32 and 7.05); (B) to pay benefits
      to a recipient under such order which are required to be paid to another
      recipient under another such order previously filed with the Plan; or (C)
      to provide increased benefits (determined on the basis of actuarial
      equivalents), but (ii) may require payment of benefits to the recipient
      under the order (A) at any time after the date of the order and on or
      after the Participant’s Earliest Retirement Age, (B) as if the
      Participant’s Pension Commencement Date had occurred on the date on which
      such payment is to begin under such order (taking into account only the
      present benefits in which the Participant is then vested), and (C) in any
      form permitted under clause (i)(A) above; provided, however, that such
      benefit shall be determined based on the life expectancy of the recipient.
      An order will not fail to constitute a Qualified Domestic Relations Order
      solely because it permits the recipient and the Committee to enter into an
      agreement under which the benefits payable to the recipient will be made
      prior to the Participant’s Earliest Retirement Age (with appropriate
      reduction for early commencement) at any time after the order is
      determined to be a Qualified Domestic Relations Order, whether or not the
      Participant has separated from
service.

            


    

     

    
      	
              (b)

            	
              Distributions:  The
      Committee shall recognize and honor any judgment, decree or order entered
      on or after January 1, 1985 under a state domestic relations law which the
      Committee determines to be a Qualified Domestic Relations Order in
      accordance with such reasonable procedures to determine such status as the
      Committee shall establish. Without limitation of the foregoing, the
      Committee shall notify a Participant and the person entitled to benefits
      under a judgment, decree or order which purports to be a Qualified
      Domestic Relations Order of (i) the receipt thereof, (ii) the Plan’s
      procedures for determining whether such judgment, decree or order is a
      Qualified Domestic Relations Order, and (iii) any determination made with
      respect to such status. During any period during which the Committee is
      determining whether any judgment, decree or order is a Qualified Domestic
      Relations Order, any amount which would have been payable to any person
      pursuant to such order shall be separately accounted for pending payment
      to the proper recipient thereof. Any such amount shall be paid to the
      person entitled to such payment under any such judgment, decree or order
      if the Committee

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              determines
      such judgment, decree or order to be a Qualified Domestic Relations Order
      within 18 full calendar months commencing with the date on which the first
      payment would be required to be made under such judgment, decree or order.
      If the Committee is unable to make such a determination within such time
      period, payment under the Plan shall be as if such judgment, decree or
      order did not exist and any such determination made after such time period
      shall be applied prospectively only. The Participant’s Retirement Pension
      shall be appropriately adjusted to reflect any distribution made pursuant
      to a Qualified Domestic Relations
Order.

            


    

     

    
      	
              (c)

            	
              Actuarial
      Subsidy:  If any Qualified Domestic Relations Order
      should require payment to any person prior to the actual retirement or
      other separation from service of a Participant, the portion of the
      benefits of such Participant payable to the alternate payee shall be
      actuarially reduced to reflect payment prior to Normal Retirement Date in
      accordance with the reduction factors in Section 5.05 whether or not such
      payment would, had the participating employee actually retired, be paid as
      an Early Retirement Pension or other benefit providing an actuarial
      subsidy.

            


    

     

    
      	
              7.12

            	
              Spouses of Certain
      Early Retirees.  In the case of a Participant who retired
      under the provisions of Section 5.03 of the Plan as in effect prior to
      January 1, 1989 (Special Early Retirement Pension), unless the provisions
      of Section 7.02 were waived within 90 days prior to the commencement of
      the Special Early Retirement Pension under that Section pursuant to a
      Qualified Election, the Surviving Spouse of such a Participant shall be
      entitled to a monthly benefit for life as determined as
      follows:

            


    

     

    
      	
              (a)

            	
              If
      the Participant dies before his Normal Retirement Date, his Surviving
      Spouse will be entitled to a monthly benefit in the amount that would have
      then become payable to such Spouse under a Qualified Joint and Surviving
      Spouse Annuity if the Participant’s benefits had begun in that form in an
      amount determined under Section 5.02(b)(2) rather than under Section 5.03
      as previously in effect.

            


    

     

    
      	
              (b)

            	
              If
      the Participant dies on or after his Normal Retirement Date, his Surviving
      Spouse will be entitled to a monthly benefit in an amount that would then
      become payable under a Qualified Joint and Surviving Spouse Annuity if the
      Participant’s benefits had begun in that form in an amount determined
      under Section 5.03(b)(1) as previously in effect (i.e., no reduction shall
      be made for the commencement of payment prior to Normal Retirement Date
      under Section 5.02).

            


    

     

    
      	
              7.13

            	
              Eligible Rollover
      Distributions.

            


    

     

    
      	
              (a)

            	
              Direct Rollover
      Election:  Notwithstanding any provision of the Plan to
      the contrary that would otherwise limit a distributee’s election under
      this Article 7, a distributee may elect, at the time and in the manner
      prescribed by the Committee, to have any portion of an eligible rollover
      distribution paid directly to an eligible retirement plan specified by the
      distributee in a direct rollover.

            


    

     

    
      	
              (b)

            	
              Definitions:

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	 	
              (1)

            	
              Eligible
      Rollover Distribution:  An eligible rollover distribution is any
      distribution of all or any portion of the balance to the credit of the
      distributee, except that an eligible rollover distribution does not
      include:  any distribution that is one of a series of
      substantially equal periodic payments (not less frequently than annually)
      made for the life (or life expectancy) of the distributee or the joint
      lives (or joint life expectancies) of the distributee and the
      distributee’s designated beneficiary, or for a specified period of ten
      years or more; any distribution to the extent such distribution is
      required under Section 401(a)(9) of the Code; the portion of any
      distribution that is not includible in gross income (determined without
      regard to the exclusion for net unrealized appreciation with respect to
      employer securities); and any hardship distribution described in Section
      401(k)(2)(B)(i)(IV) of the Code received on or after January 1, 1999 or,
      effective January 1, 2002, any other distribution made on account of
      hardship.  Effective January 1, 2002, a portion of a
      distribution shall not fail to be an eligible rollover distribution merely
      because the portion consist of after-tax employee contributions which are
      not includible in gross income.  However, such portion may be
      paid only to an individual retirement account or annuity described in Code
      section 408(a) or (b), or to a qualified defined contribution plan
      described in Code sections 401(a) or 403(a) that agrees to separately
      account for amounts so transferred including separately accounting for the
      portion of such distribution which is includible in gross income and the
      portion of such distribution which is not so
  includible.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Eligible
      Retirement Plan:  An eligible retirement plan is an individual
      retirement account described in Section 408(a) of the Code, an individual
      retirement annuity described in Section 408(b) of the Code, an annuity
      plan described in Section 403(a) of the Code, or a qualified trust
      described in Section 401(a) of the Code, that accepts the distributee’s
      eligible rollover distribution.  However, in the case of an
      eligible rollover distribution to the surviving spouse, an eligible
      retirement plan is an individual retirement account or individual
      retirement annuity.  Effective January 1, 2002, an eligible
      retirement plan shall also mean an annuity contract described in Code
      section 403(b) and an eligible plan under Code section 457(b) which is
      maintained by a state, political subdivision of a state, or any agency or
      instrumentality of a state or political subdivision of state and which
      agrees to separately account for amounts transferred to such plan from
      this Plan.  Effective January 1, 2002, the definition of
      eligible retirement plan shall also apply in the case of a surviving
      spouse, or to a spouse or former spouse who is the alternate payee under a
      Qualified Domestic Relations Order, as defined in Code  section
      414(p) and Plan Section 7.11.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Distributee:  A
      distributee includes an employee or former employee.  In
      addition, the employee’s or former employee’s surviving spouse and the
      employee’s or former employee’s spouse or former spouse who is the
      alternate payee under a qualified domestic relations order, as defined in
      Section 414(p) of the Code, are distributees with regard to the interest
      of the spouse or former spouse.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (4)

            	
              Direct
      Rollover: A direct rollover is a payment by the plan to the eligible
      retirement plan specified by the
distributee.

            


    

     

    ARTICLE
8.

     

    Forfeitures

     

    
      	
              8.01

            	
              Forfeitures.  Any
      forfeiture arising for any reason under the Plan will not be applied to
      increase the benefits any Participant or spouse would otherwise receive
      under the Plan, but will be used to reduce the costs of the
      Plan.

            


    

     

    
      	
              8.02

            	
              Deemed Distributions
      and Forfeitures.  If a Participant incurs a Termination
      of Employment prior to becoming eligible for a Retirement Pension
      described in Sections 5.01, 5.02, 5.04 or 5.05 of the Plan, such
      Participant will be deemed to have received a distribution of his vested
      benefit upon termination and will be further deemed to have forfeited his
      nonvested benefit at the time of such deemed
  distribution.

            


    

     

    ARTICLE
9.

     

    Plan
Administration

     

    
      	
              9.01

            	
              Appointment of
      Committees.

            


    

     

    
      	
              (a)

            	
              There
      are hereby created an Administrative Committee and a Benefit Finance
      Committee, each of which shall consist of not less than three members. The
      members of each Committee shall be appointed by the Board of Directors of
      Appleton Papers Inc.  Each member of a Committee may resign, or
      may be removed at any time by the Board of Directors (with or without
      cause), and, in the event of the removal, death or resignation of any
      member, his successor shall be appointed by the Board of
      Directors.  In the event that a vacancy or vacancies shall occur
      on a Committee, the remaining member or members shall act as the Committee
      until the Board of Directors fills such vacancy or vacancies. The members
      of each Committee shall serve without compensation for their services as
      such members.

            


    

     

    
      	
              (b)

            	
              No
      person shall be ineligible to be a member of a Committee because he is,
      was or may become entitled to benefits under the Plan or because he is a
      director and/or officer of the Company or any Affiliate; provided, that no
      member of a Committee shall participate in any determination by the
      Committee relating specifically to his own benefits under the
      Plan.

            


    

     

    
      	
              (c)

            	
              The
      members of each Committee shall serve without bond except to the extent
      required by applicable law.

            


    

     

    
      	
              9.02

            	
              Named
      Fiduciaries.

            


    

     

    
      	
              (a)

            	
              The
      named fiduciaries under the Plan shall
be:

            


    

     

    
      	
               
      

            	
              (1)

            	
              the
      Administrative Committee, which shall have authority to control and manage
      the operation and administration of the Plan, except with respect to those
      matters

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              which
      under the Plan or the Trust Agreement are the responsibility, or subject
      to the authority, of the Benefit Finance Committee,
  and

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      Benefit Finance Committee, which shall be the named fiduciary with respect
      to the financial management of the Plan and the control or management of
      the assets of the Plan, except with respect to those matters which under
      the Plan or the Trust Agreement are the responsibility, or subject to the
      authority, of the Administrative
Committee.

            


    

     

    
      	
              9.03

            	
              Allocation of
      Fiduciary and Other
Responsibilities.

            


    

     

    
      	
              (a)

            	
              Each
      Committee shall have the right:

            


    

     

    
      	
               
      

            	
              (1)

            	
              to
      allocate responsibilities (fiduciary or otherwise) among it and the other
      Committee;

            


    

     

    
      	
               
      

            	
              (2)

            	
              to
      designate individual members of the Committee to carry out
      responsibilities (fiduciary or otherwise) under the Plan;
    and

            


    

     

    
      	
               
      

            	
              (3)

            	
              to
      designate persons other than such Committees to carry out responsibilities
      (fiduciary or otherwise) under the
Plan.

            


    

     

    
      	
              9.04

            	
              Quorum and Voting;
      Procedures.  A majority of the members of a Committee at
      the time in office shall constitute a quorum for the transaction of
      business.  Each Committee shall select from among its members a
      Chair, and shall appoint (from its members or otherwise) a
      Secretary.  Each Committee may act by vote or consent of the
      majority of its members then in office and may establish its own
      procedures.  Each Committee may authorize any one or more of its
      members or the Secretary of the Committee to sign and deliver any
      instrument, certificate or other paper or document on its
      behalf.

            


    

     

    
      	
              9.05

            	
              Service in Multiple
      Capacities.  Any person or group of persons may serve in
      more than one fiduciary capacity with respect to the
  Plan.

            


    

     

    
      	
              9.06

            	
              Powers and
      Authority.

            


    

     

    
      	
              (a)

            	
              Each
      Committee shall have all powers necessary or helpful for the carrying out
      of its responsibilities (and shall have discretion with respect to such
      powers), and the decisions or actions of such Committee in good faith in
      respect of any matter hereunder shall be conclusive and binding upon all
      parties concerned.

            


    

     

    
      	
              (b)

            	
              Without
      limiting the generality of subsection (a) above, the Administrative
      Committee shall be the Plan Administrator for purposes of ERISA and shall
      have the power (and shall have discretion with respect to such
      power):

            


    

     

    
      	
               
      

            	
              (1)

            	
              to
      make rules and regulations for the administration of the Plan which are
      not inconsistent with the terms and provisions of the
  Plan;

            


    

     

    
      	
               
      

            	
              (2)

            	
              to
      construe all terms, provisions, conditions and limitations of the
      Plan;

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (3)

            	
              to
      determine all questions arising out of or in connection with the
      provisions of the Plan or its administration in any and all cases in which
      the Administrative Committee deems such a determination advisable;
      and

            


    

     

    
      	
               
      

            	
              (4)

            	
              to
      establish and communicate to employees a claims procedure in accordance
      with applicable law, which shall afford a reasonable opportunity to any
      Participant whose claim for benefits has been denied for a full and fair
      review of the decision denying such
claim.

            


    

     

    
      	
              (c)

            	
              Without
      limiting the generality of subsection (a) above, the Benefit Finance
      Committee shall have the power:

            


    

     

    
      	
               
      

            	
              (1)

            	
              to
      carry out, or cause to be carried out, the funding policy established by
      Appleton Papers Inc. for purposes of the
Plan;

            


    

     

    
      	
               
      

            	
              (2)

            	
              to
      establish and carry out, or cause to be established and carried out by
      those persons (including without limitation, any investment manager or
      trustee) to whom responsibility or authority therefor has been allocated
      or delegated in accordance with this Plan or the Trust Agreement, funding
      and investment policies and methods consistent with the objectives of the
      Plan and the requirements of ERISA. For such purposes, such Committee
      shall, at a meeting duly called for the purpose, establish funding and
      investment policies and methods which satisfy the requirements of ERISA,
      and shall meet at least annually to review such policies and methods. All
      actions taken with respect to such policies and methods and the reasons
      therefor shall be recorded in the minutes of the meetings of such
      Committee;

            


    

     

    
      	
               
      

            	
              (3)

            	
              to
      appoint a trustee or trustees to hold the assets of the Plan, and who,
      upon acceptance of being appointed, shall have authority and discretion to
      manage and control the assets of the Plan, except to the extent that the
      authority to manage, acquire or dispose of assets of the Plan is delegated
      to one or more investment managers pursuant to Paragraph (4)
      below;

            


    

     

    
      	
               
      

            	
              (4)

            	
              to
      appoint an investment manager or managers, as defined in ERISA, to manage
      (including the power to acquire, invest and dispose of) any assets of the
      Plan;

            


    

     

    
      	
               
      

            	
              (5)

            	
              to
      establish and carry out an actuarial policy, and for such purpose to
      appoint an actuary to advise it on funding and other requirements and
      whose duties shall include making periodic actuarial valuations;
      and

            


    

     

    
      	
               
      

            	
              (6)

            	
              unless
      otherwise provided in the Plan, the Trust Agreement, or by applicable law,
      to adopt such actuarial cost methods, asset valuation methods, and
      assumptions to be used under the Plan as such Committee, upon advice of
      the actuary and its counsel, shall deem
  reasonable.

            


    

     

    
      	
              (d)

            	
              The
      foregoing list of powers is not intended to be either complete or
      exclusive, and each Committee shall, in addition, have such powers as it
      may determine to be necessary for the performance of its duties under the
      Plan and the Trust Agreement.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              9.07

            	
              Advisors.  Each
      Committee, and any fiduciary designated by a Committee pursuant to Section
      9.03(a)(3) above to whom such power is granted by a Committee, may employ
      one or more persons to render advice with regard to any responsibility
      such Committee or fiduciary has under the
Plan.

            


    

     

    
      	
              9.08

            	
              Limitation of
      Liability; Indemnity.

            


    

     

    
      	
              (a)

            	
              Except
      to the extent otherwise provided by law, if any duty or responsibility of
      a named fiduciary has been allocated or delegated to any other person in
      accordance with any provision of this Plan or of the Trust Agreement, then
      such named fiduciary shall not be liable for any act or omission of such
      person in carrying out such duty or
  responsibility.

            


    

     

    
      	
              (b)

            	
              The
      Company shall indemnify and save each person who is a member of a
      Committee and each employee or director of the Company or an Affiliate who
      is “fiduciary” under the Plan, harmless against any and all loss,
      liability, claim, damage, cost and expense which may arise by reason of,
      or be based upon, any matter connected with or related to the Plan or the
      administration of the Plan (including, but not limited to, any and all
      expenses whatsoever reasonably incurred in investigating, preparing or
      defending against any litigation, commenced or threatened, or in
      settlement of any such claim whatsoever) to the fullest extent permitted
      under applicable law, except when same is judicially determined to be due
      to the gross negligence or willful misconduct of such member, employee or
      director.

            


    

     

    
      	
              9.09

            	
              Expenses.  Ordinary
      and necessary expenses incurred in connection with the establishment or
      termination of the Plan may be paid from the Trust Fund to the extent
      allowed under Section 403(c)(1) of ERISA.  Ordinary and
      necessary expenses incurred for any Plan Year in connection with
      administering the Plan (including the cost of any bond required under
      Section 412 of ERISA), other than establishment or termination expenses,
      may be paid from the Trust Fund.  To the extent expenses
      incurred in establishing, administering or terminating the Plan are not
      paid from the Trust Fund they shall be paid by the
  Company.

            


    

     

    ARTICLE
10.

     

    Trust
Fund

     

    
      	
              10.01

            	
              Trust
      Fund.

            


    

     

    
      	
              (a)

            	
              As
      part of the Plan, the Benefit Finance Committee has become a party to the
      Trust Agreement. The Trustee will receive the contributions of the Company
      to the Trust Fund, and will hold, invest and distribute the Trust Fund in
      accordance with the terms and provisions of the Trust Agreement and the
      Plan.

            


    

     

    
      	
              (b)

            	
              Any
      and all rights or benefits which may accrue to any person under the Plan
      shall be subject to all the terms and provisions of the Trust
      Agreement.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              ARTICLE
      11.

            


    

     

    
      	
               
      

            	
              Amendment
      or Merger

            


    

     

    
      	
              11.01

            	
              Right
      Reserved.

            


    

     

    
      	
              (a)

            	
              The
      Company may, by action of its Board of Directors, amend the Plan in whole
      or in part, at any time or from time to
time.

            


    

     

    
      	
              (b)

            	
              No
      amendment may divest any Participant of any accrued benefit, except as
      provided in Section 11.02 or as otherwise permitted by law. If this Plan
      is amended and an effect of such amendment is to increase current
      liability (as defined in Code section 401(a)(29)(E)) under the Plan for a
      Plan Year, and the funded current liability percentage of the Plan for the
      Plan Year in which the amendment takes effect is less than 60%, including
      the amount of the unfunded current liability under the Plan attributable
      to the amendment, the amendment shall not take effect until the Company
      (or any Affiliate) provides security to the Plan. The form and amount of
      the security shall satisfy the requirements of Code section 401(a)(29)(B)
      and (C). The security may be released provided the requirements of Code
      section 401(a)(2)(D) are satisfied.

            


    

     

    
      	
              11.02

            	
              Amendments Required
      for Qualification.  All provisions of this Plan, and all
      benefits and rights granted hereunder, are subject to any amendments,
      modifications or alterations which are necessary from time to time to
      qualify the Plan under section 401(a) of the Code, to continue the Plan as
      so qualified, or to comply with any other provision of law. Accordingly,
      and notwithstanding any other provision of this Plan, the Company may
      amend, modify or alter the Plan with retroactive effect in any respect or
      manner necessary to qualify the Plan under Code section 401(a), or to
      continue the Plan as so qualified, or to comply with any other provision
      of applicable law.

            


    

     

    
      	
              11.03

            	
              Merger.

            


    

     

    
      	
              (a)

            	
              Subject
      to the provisions of this Section 11.03, the Plan may be amended to
      provide for the merger of the Plan, in whole or in part, or a transfer of
      all or a part of its assets, to any other qualified plan within the
      meaning of Code section 401(a) (including such a merger or transfer in
      lieu of a distribution which might otherwise be required under the
      Plan).

            


    

     

    
      	
              (b)

            	
              The
      Plan may not be merged or consolidated with, nor may its assets or
      liabilities be transferred to, any other plan in whole or in part, unless
      each Participant would be entitled to a benefit immediately after the
      merger, consolidation, or transfer (if such other plan had then
      terminated) which is equal to or greater than the benefit he would have
      been entitled to receive immediately before the merger, consolidation or
      transfer (if the Plan had then
terminated).

            


    

     

    ARTICLE
12.

     

    Termination of the
Plan

     

    
      	
              12.01

            	
              Rights
      Reserved.  The Company, by action of its Board of
      Directors, reserves the right to terminate the Plan at any time, in whole
      or in part. If the Plan is terminated, no
  Company

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              shall
      have any liability or obligation to make any contribution or payment to
      the Plan after the date of such
termination.

            


    

     

    
      	
              12.02

            	
              Vesting Upon Plan
      Termination.

            


    

     

    
      	
              (a)

            	
              Upon
      the termination or partial termination (within the meaning of Code section
      411(d)(3)) of the Plan, the rights of all affected employees to benefits
      accrued to the date of such termination or partial termination which are
      not yet nonforfeitable under applicable provisions of the Plan shall, to
      the extent funded as of such date, become
  nonforfeitable.

            


    

     

    
      	
              (b)

            	
              In
      the event of a partial termination, the benefits of all Participants and
      their Spouses who have vested rights to benefits under the Plan must be
      fully funded before any benefits that are not so vested may be treated as
      funded.  For this purpose, the amount of assets necessary to
      fund such vested benefits shall be determined on the basis of the
      actuarial assumptions most recently used by the Plan in determining its
      compliance with the funding requirements of Code Section
      412.  If the net fair market value of the assets of the Plan on
      the date of partial termination shall exceed the amount thus determined to
      be necessary to fund vested benefits of the Plan, the determination of the
      extent to which the non-vested benefits of participants affected by the
      partial termination have been funded shall be made by allocating such
      excess among all Participants having non-vested accrued benefits under the
      Plan in proportion to the respective Actuarial Values of their non-vested
      accrued benefits, except as may be otherwise required by reason of the
      provisions of ERISA Section 208 (relating to prior mergers and
      spinoffs).

            


    

     

    
      	
              12.03

            	
              Priority and Method of
      Distribution.

            


    

     

    
      	
              (a)

            	
              In
      the event of the termination of the Plan, the assets of the Plan shall be
      used and disposed of for the benefit of such affected employees and their
      Spouses in accordance with the provisions of Title IV of
      ERISA.

            


    

     

    
      	
              (b)

            	
              Any
      amounts payable under this Section 12.03 may, in the joint discretion of
      the Committee and the Benefit Finance Committee, be provided by
      continuation of the Trust or through the purchase of annuities, or by
      current distribution in a single sum, or any combination of the
      foregoing.

            


    

     

    
      	
              (c)

            	
              The
      Trustee will continue as Trustee of the Trust Fund until complete
      distribution of the Trust Fund has been
made.

            


    

     

    
      	
              12.04

            	
              Determination by
      Committees.  All determinations as to priorities and
      amounts of benefits payable upon termination of the Plan as provided in
      Section 12.03 shall be made by the Committee and the Benefit Finance
      Committee, and shall be final and binding upon all Participants and their
      Spouses.

            


    

     

    
      	
              12.05

            	
              Return of Actuarial
      Excess.  Notwithstanding any provisions to the contrary
      contained in the Plan, upon termination of the Plan, the Company or its
      successors or assigns will be entitled to any balance of the net assets of
      the Plan remaining after all liabilities under the Plan to Participants
      and their Spouses have been
satisfied.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              12.06

            	
              Expenses of
      Termination.  n the event of the termination of the Plan,
      the expenses incident thereto shall be a prior claim and lien upon the
      assets of the Plan, and shall be paid or provided for prior to the
      distribution of any benefits pursuant to Section
  12.03.

            


    

     

    
      	
              12.07

            	
              Restriction on
      Benefits.  otwithstanding any other provision of the
      Plan, in the event of the complete termination of the Plan, the benefit of
      any Highly Compensated Employee who is a Participant shall be limited to a
      benefit that is nondiscriminatory under Code section 401(a)(4), determined
      by applying the rules of Treasury Regulation Section
      1.401(a)(4)-5(b).

            


    

     

    ARTICLE
13.

     

    Miscellaneous

     

    
      	
              13.01

            	
              Payment to a Minor or
      Incompetent.

            


    

     

    
      	
              (a)

            	
              If
      any amount is payable hereunder to a minor or other legally incompetent
      person, such amount may be paid in any one or more of the following ways,
      as the Committee in its sole discretion shall
  determine:

            


    

     

    
      	
               
      

            	
              (1)

            	
              to
      the legal representatives of such minor or other incompetent
      person;

            


    

     

    
      	
               
      

            	
              (2)

            	
              directly
      to such minor or other incompetent
person;

            


    

     

    
      	
               
      

            	
              (3)

            	
              to
      a parent or guardian of such minor or other incompetent person, to the
      person with whom such minor or other incompetent person resides, or to a
      custodian for such minor under the Uniform Gifts to Minors Act (or similar
      statute) of any jurisdiction.

            


    

     

    
      	
              (b)

            	
              Payment
      to any person in accordance with subsection (a) above shall, to the extent
      of the payment, discharge the Company, the members of the Committee, the
      Benefit Finance Committee, the Trustee and any person or corporation
      making such payment pursuant to the direction of the Committee, and none
      of the foregoing will be required to see to the proper application of any
      such payment. Without in any manner limiting the provisions of this
      Section 13.01, in the event that any amount is payable hereunder to a
      minor or any other legally incompetent person, the Committee may in its
      discretion utilize the procedures described in Section
    13.02.

            


    

     

    
      	
              13.02

            	
              Doubt as to Right to
      Payment.  If any doubt exists as to the right of any
      person to any payment hereunder or the amount or time of such payment
      (including, without limitation, any case of doubt as to identity, or any
      case in which any notice has been received from any other person claiming
      any interest in amounts payable hereunder, or any case in which a claim
      from other persons may exist by reason of community property or similar
      laws), the Committee will be entitled, in its discretion, to advise the
      Benefit Finance Committee to direct the Trustee to hold such sum as a
      segregated amount in trust until such right or amount or time is
      determined or until order of a court of competent jurisdiction, or to pay
      such sum into court in accordance with appropriate rules of law in such
      case then provided, or to make payment only upon receipt of a bond or
      similar indemnification (in such amount and in such form as is
      satisfactory to the Committee).

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              13.03

            	
              Spendthrift
      Clause.

            


    

     

    
      	
              (a)

            	
              Except
      as otherwise provided by this Section 13.03, no benefit, distribution or
      payment under the Plan may be anticipated, assigned (either at law or in
      equity), alienated or subjected to attachment, garnishment, levy,
      execution or other legal or equitable
process.

            


    

     

    
      	
              (b)

            	
              Subsection
      (a) above shall not apply to any Qualified Domestic Relations
      Order.

            


    

     

    
      	
              (c)

            	
              Notwithstanding
      subsection (a), and to the extent not inconsistent with a Qualified
      Domestic Relations Order, any person entitled to receive current benefits
      under the Plan may instruct the Committee in writing to cause to be paid
      on his behalf, out of his monthly benefit hereunder, the monthly premium
      or other charge for coverage of himself and/or his family under any
      hospital, surgical and/or medical plan or similar plan covering retired
      employees of the Company or an Affiliate so long as such hospital,
      surgical and/or medical plan remains in effect or until the Committee
      receives a written notice from the retiree to cease doing
      so.  After receipt of said instruction by the Committee, such
      monthly payment shall be made and the amount thereof paid over to a
      designated payee.  All payments so made shall, to the extent
      thereof, constitute a discharge of the claim of the person otherwise
      entitled thereto under the Plan, just as if such payment had been made
      directly to him.

            


    

     

    
      	
              (d)

            	
              Notwithstanding
      subsection (a), effective for judgments, decrees or orders issued, or
      settlement agreements entered into, on or after August 5, 1997, a
      Participant’s benefits under the Plan may be offset pursuant to a
      judgment, decree, order, or settlement agreement which expressly provides
      for the offset of all or part of the amount ordered or required to be paid
      to the Plan against the Participant’s benefits provided under the Plan,
      and such judgment, decree, order, or settlement agreement satisfies the
      requirements of Section 401(a)(13)(C) of the
  Code.

            


    

     

    
      	
              13.04

            	
              Benefits Payable Only
      by Trustee.  All benefits payable under the Plan will be
      paid or provided for solely from the assets of the Trust, and neither the
      Company nor its directors, officers, employees or any member of the
      Committee or the Benefit Finance Committee will have any liability or
      responsibility therefor. Except as otherwise provided by law, the Company
      does not assume any obligations under the Plan except those specifically
      stated in the Plan.

            


    

     

    
      	
              13.05

            	
              Estoppel of
      Participants and Their Beneficiaries; Discharge of
      Liability.

            


    

     

    
      	
              (a)

            	
              The
      Company, the Committee, the Benefit Finance Committee, and the Trustee may
      rely upon any certificate, statement or other representation made to them
      by any employee, Participant or Spouse with respect to age, length of
      service, leave of absence, date of cessation of employment, or other fact
      required to be determined under any of the provisions of the Plan, and
      will not be liable on account of the payment of any moneys or the doing of
      any act in reliance upon any such certificate, statement or other
      representation.

            


    

     

    
      	
              (b)

            	
              In
      the discretion of the Committee:

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	 	
              (1)

            	
              any
      such certificate, statement or other representation made by an employee,
      Participant or Spouse shall be conclusively binding upon such employee,
      Participant, or Spouse, and such employee, Participant or Spouse shall
      thereafter and forever be estopped from disputing the truth and
      correctness of such certificate, statement or other representation;
      and

            


    

     

    
      	
               
      

            	
              (2)

            	
              any
      such certificate, statement or other representation made by a
      Participant’s Spouse shall be conclusively binding upon such person, and
      such person shall thereafter and forever be estopped from disputing the
      truth and correctness of such certificate, statement or other
      representation.

            


    

     

    
      	
              (c)

            	
              If
      distribution in respect of a Participant is made under this Plan in a
      form, or to a person, reasonably believed by the Committee or its delegate
      to be proper (taking into account any document purporting to be a valid
      consent of the Participant’s Spouse, or any representation by the
      Participant that he is not married, or any election or revocation with
      respect to form of payment) the Plan shall have no further liability with
      respect to the Participant (or his Spouse) to the extent of such
      distribution.

            


    

     

    
      	
              (d)

            	
              Notwithstanding
      any other provision of the Plan, the Plan’s obligation to pay benefits
      accrued by the Participant to any person shall be discharged to the extent
      that the Committee or its delegate, acting in accordance with the
      fiduciary standards of ERISA, makes payments on behalf of such Participant
      in reliance on a Qualified Election or related consent (or a determination
      that such consent is unnecessary) or revocation in respect
      thereof.

            


    

     

    
      	
              13.06

            	
              Limitation of
      Liability.  Except as provided in Section 9.08 hereof and
      except to the extent otherwise provided by law, no liability shall attach
      to or be incurred by any stockholder, officer or director of the Company
      or any Affiliate, under or by reason of the terms, conditions and
      provisions contained in the Plan, or for the acts or decisions taken or
      made thereunder or in connection
therewith.

            


    

     

    
      	
              13.07

            	
              Construction.  The
      Plan is intended to constitute a qualified plan under Code section 401(a)
      and to comply with applicable provisions of ERISA. Accordingly, the Plan
      shall, at all times, be construed and administered in a manner consistent
      with the requirements of the Code and
ERISA.

            


    

     

    
      	
              13.08

            	
              Gender and
      Number.  Whenever applicable the masculine gender, when
      used in the Plan, will include the feminine or neuter gender, and the
      singular shall include the plural.

            


    

     

    
      	
              13.09

            	
              Notice of Address -
      Inability to Locate
Distributee.

            


    

     

    
      	
              (a)

            	
              Each
      Eligible Employee and any other person entitled to benefits hereunder must
      file with the Committee, in writing, his post office address and each
      change of post office address.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (b)

            	
              Any
      communication, statement, or notice addressed to such a person at his
      latest post office address as filed with the Committee shall be binding
      upon such person for all purposes of the Plan, and neither the Trustee nor
      the Committee will be obliged to search for or to ascertain the
      whereabouts of any such person. If the Trustee notifies him of the
      provisions of this Section 13.09 and such person fails to claim his
      benefits or make his whereabouts known to the Trustee within three years
      thereafter, the benefit in respect of which such payment is to be made
      shall be forfeited at such time as the Committee determines in its sole
      discretion (but in all events prior to the time such benefit would
      otherwise escheat under any applicable state law); provided, that any
      benefit so forfeited shall be reinstated if such person subsequently makes
      a valid claim for such benefit.

            


    

     

    
      	
              13.10

            	
              Data.  Any
      person entitled to benefits under the Plan must furnish to the Committee,
      the Benefit Finance Committee, or the Trustee such documents, evidence, or
      information as the Committee, the Benefit Finance Committee or Trustee
      considers necessary or desirable for the purpose of administering the
      Plan, or to protect the Committee, the Benefit Finance Committee or
      Trustee; and it is a condition of the Plan that each such person must
      furnish promptly true and complete data, evidence, or information and sign
      such documents as the Committee, the Benefit Finance Committee or Trustee
      may require before any benefits become payable under the
    Plan.

            


    

     

    
      	
              13.11

            	
              Separability.  If
      any provision of the Plan is held invalid or unenforceable, its invalidity
      or unenforceability will not affect any other provisions of the Plan, and
      the Plan will be construed and enforced as if such provision had not been
      included therein.

            


    

     

    
      	
              13.12

            	
              Captions.  The
      captions contained herein and the table of contents prefixed hereto are
      inserted only as a matter of convenience and for reference and in no way
      define, limit, enlarge or describe the scope or intent of the Plan nor
      shall, in any way, affect the Plan or the construction of any provision
      thereof.

            


    

     

    
      	
              13.13

            	
              Governing
      Law.  The terms of the Plan shall be construed under the
      laws of the State of Wisconsin (without regard to principles of conflicts
      of laws) except to the extent such laws are preempted by Federal
      law.

            


    

     

    
      	
              13.14

            	
              Right of Discharge
      Reserved.

            


    

     

    
      	
              (a)

            	
              The
      establishment of the Plan shall not be construed to confer upon an
      employee or Participant any legal right to be retained in the employ of
      the Company or give any employee or any other person any right in respect
      of amounts held by the Trustee or any payment whatsoever, except to the
      extent of the benefits provided for
hereunder.

            


    

     

    
      	
              (b)

            	
              All
      employees will remain subject to discharge to the same extent as if the
      Plan had never been adopted, and may be treated without regard to the
      effect such treatment might have upon them under the
  Plan.

            


    

     

    
      	
              (c)

            	
              Nothing
      in the Plan shall be deemed to be an agreement, consideration, inducement
      or condition of employment.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              13.15

            	
              Adoption by
      Affiliate.  Any subsidiary or other affiliate of Appleton
      Papers Inc. which has become a “Company” as provided in Section 1.10(b) is
      deemed to have designated Appleton Papers Inc. as its agent with respect
      to amending or terminating the Plan. Any such action shall be binding on
      such Company at the time taken, and Appleton Papers Inc. shall furnish
      written notice thereof and a copy of any such amendment to each such
      Company.

            


    

     

    ARTICLE
14.

     

    Limitation on
Benefits

     

    
      	
              14.01

            	
              Purpose and
      Definitions.

            


    

     

    
      	
              (a)

            	
              The
      purpose of this Article 14 is to comply with the provisions of Code
      Section 415.  All terms and provisions of this Article 14 shall
      be interpreted and construed consistently with said
      provisions.  The provisions of this Article 14 shall apply,
      effective January 1, 1987, notwithstanding any contrary provision of the
      Plan; provided, however, in the case of an Eligible Employee who was a
      participant in one or more defined benefit plans of the Company or an
      Affiliate as of January 1, 1987, the application of the limitations of
      this Article 14 shall not cause the limitation imposed by Section 14.02(a)
      for such individual under all such defined benefit plans to be less than
      the individual’s accrued benefit as of January 1, 1987, so long as all
      such defined benefit plans met the requirements of Section 415 of the Code
      for all Limitation Years beginning before January 1,
  1987.

            


    

     

    
      	
              (b)

            	
              For
      purposes of this Article 14 the following words and terms shall have the
      meanings indicated:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Annual
      Addition:  “Annual Addition” means the sum for any
      Limitation Year of:  (i) employer contributions; (ii) employee
      contributions; (iii) forfeitures, and (iv) amounts allocated to an
      individual medical account, as defined in Section 415(l)(2) of the Code,
      which is a part of a pension or annuity plan maintained by the
      Company.  Also, amounts derived from contributions paid or
      accrued after December 31, 1985 in taxable years ending after such date,
      which are attributable to post-retirement medical benefits allocated to
      the separate account of a key employee under a welfare benefit fund, as
      defined in Section 419(e) of the Code, maintained by the Company or an
      Affiliate, are treated as Annual Additions to a defined contribution
      plan.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Current Accrued
      Benefit:  “Current Accrued Benefit” means a Participant’s
      accrued benefit under the Plan, determined as if the Participant had
      separated from service as of December 31, 1986, when expressed as an
      annual benefit within the meaning of Section 415(b)(2) of the
      Code.  In determining the amount of a Participant’s Current
      Accrued Benefit, the following shall be
  disregarded:

            


    

     

    
      	
               
      

            	
              (A)

            	
              any
      change in the terms and conditions of the Plan after May 5, 1986;
      and

            


    

     

    
      	
               
      

            	
              (B)

            	
              any
      cost of living adjustments occurring after May 5,
  1986.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (3)

            	
              Percentage
      Limit:  “Percentage Limit” means 100% of the
      Participant’s average annual Earnings for the three consecutive years in
      which he was both a Participant in the Plan and his Earnings were highest,
      as such Earnings are adjusted from time to time to reflect increases in
      the cost of living pursuant to the applicable regulations.  No
      such adjustment shall be taken into account before the year for which such
      adjustment first takes effect.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Dollar
      Limit:  “Dollar Limit” means $90,000, as adjusted from
      time to time beginning January 1, 1988  to reflect increases in
      the cost of living pursuant to regulations prescribed by Section 415(d) of
      the Code, or if greater, the Participant’s accrued benefit under the Plan
      as of December 31, 1982.  No adjustment made pursuant to the
      preceding sentence shall be taken into account before the year for which
      such adjustment first takes effect.  Effective January 1, 2002,
      but applicable for employees participating in the Plan who have one Hour
      of Service on or after the first day of the first limitation year ending
      after December 31, 2001, the “Dollar Limit” is $160,000, as
      adjusted.

            


    

     

    
      	
               
      

            	
              (5)

            	
              Earnings:  “Earnings”
      for any Limitation Year means wages, salaries, and fees for professional
      services and other amounts received (without regard to whether or not an
      amount is paid in cash) for personal services actually rendered in the
      course of employment with the Company or an Affiliate to the extent that
      the amounts are includible in gross income (including, but not limited to,
      commissions paid to salesmen, compensation for services on the basis of a
      percentage of profits, commissions on insurance premiums, tips, bonuses,
      fringe benefits, reimbursements and expenses allowances), and excluding
      the following:

            


    

     

    
      	
               
      

            	
              (A)

            	
              employer
      contributions to a plan of deferred compensation which are not includible
      in the employee’s gross income for the taxable year in which contributed,
      or employer contributions under a simplified employee pension plan to the
      extent such contributions are deductible by the employee, or any
      distributions from a plan of deferred
  compensation;

            


    

     

    
      	
               
      

            	
              (B)

            	
              amounts
      realized from the exercise of a non-qualified stock option, or when
      restricted stock (or property) held by the employee either becomes freely
      transferable or is no longer subject to a substantial risk of
      forfeiture;

            


    

     

    
      	
               
      

            	
              (C)

            	
              amounts
      realized from the sale, exchange or other disposition of stock acquired
      under a qualified stock option; and

            


    

     

    
      	
               
      

            	
              (D)

            	
              other
      amounts which receive special tax benefits, or contributions made by the
      employer (whether or not under a salary reduction agreement) toward the
      purchase of an annuity described in Section 403(b) of the Code, (whether
      or not the amounts are actually excludable from the gross income of the
      employee).

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              For
      years commencing on and after January 1, 1989, Earnings shall be limited
      to the first $200,000 of earnings (as such amount may be adjusted from
      time to time by the Secretary of the Treasury in a manner similar to
      §415(d) of the Code), except the first adjustment to the $200,000
      limitation shall be effected on January 1, 1990; and for each Plan Year
      beginning on or after January 1, 1994, such limitation shall be $150,000
      ($160,000, effective January 1, 1997), as adjusted.  Effective
      January1, 2002, such limitation shall be $200,000, as
      adjusted.  If the Plan determines Earnings on a period of time
      that contains fewer than twelve calendar months, then the limitation on
      Earnings is an amount equal to the annual Earnings limit for the calendar
      year in which the Earnings period begins multiplied by the ratio obtained
      by dividing the number of full months in the period by
      twelve.  Prior to January 1, 1997, in determining the Earnings
      of a Participant for purposes of this limitation, the rules of Section
      414(q)(6) of the Code shall apply, except in applying such rules, the term
      “family” shall include only the Spouse of a Participant and any lineal
      descendants of the Participant who have not attained age 19 before the
      close of the Plan Year.  If, as a result of the application of
      such rules, the adjusted limitation is exceeded, then the limitation shall
      be prorated among the affected individuals in proportion to each such
      individual’s Earnings as determined under this Section 14.01(b)(5) prior
      to the application of the limitation.  Effective January 1,
      1997, such family aggregation rules shall not apply.  Effective
      for Plan Limitation Years beginning on or after January 1, 1998,
      “Earnings” for purposes of this Section 14.01(b)(5) shall include any
      elective deferral (as defined in Section 402(g)(3) of the Code), any
      amount which is contributed to or deferred by the Employer at the election
      of the Employee and which is not includible in the gross income of the
      Employee by reason of Section 125 or 457 of the Code, and, effective
      January 1, 2001, any elective amounts that are not includible in the gross
      income of the Employee by reason of Section 132(f) of the
      Code.

            


    

     

    
      	
               
      

            	
              (6)

            	
              Limitation
      Year:  “Limitation Year” shall mean the calendar
      year.

            


    

     

    
      	
               
      

            	
              (7)

            	
              Social Security
      Retirement Age:  “Social Security Retirement Age” shall
      mean age 65 in the case of a Participant attaining age 62 before January
      1, 2000; age 66 for a Participant attaining age 62 after December 31,
      1999, and before January 1, 2017; and age 67 for a Participant attaining
      age 62 after December 31, 2016.

            


    

     

    
      	
              14.02

            	
              Limitation on Annual
      Benefits.

            


    

     

    
      	
              (a)

            	
              Normal Payment
      Forms.  If a Participant’s Retirement Pension is payable
      as a qualified joint and survivor annuity or an annuity for life only, the
      annual amount of benefit payable to the Participant shall not exceed the
      lesser of the Dollar Limit or the Percentage Limit.  For this
      purpose, a “qualified joint and survivor annuity” means an annuity for the
      life of the Participant with a survivor annuity for the life of the Spouse
      which is not less than 50 percent and not more than 100 percent of the
      amount of the annuity that is payable during the joint lives of the
      Participant and the Spouse, and includes a
  Qualified

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Joint
      and Surviving Spouse Annuity payable under Section 7.02 or an optional
      form payable under Section 7.04.

            


    

     

    
      	
              (b)

            	
              Other Payment
      Forms.  If a Participant’s Retirement Pension is payable
      in any form other than an annuity for life only or a qualified joint and
      survivor annuity, the annual amount of benefit payable to the Participant
      shall not exceed the Actuarial Equivalent of an annuity for life only
      which does not exceed the lesser of the Dollar Limit or the Percentage
      Limit.  In making such actuarial adjustment: (1) the actuarial
      principles set forth in Section 1.04 of Appendix A to this Plan shall be
      utilized (provided that the interest rate shall not be less than 5%); (2)
      no adjustment shall be made for any ancillary benefit provided under the
      Plan which is not directly related to retirement benefits, including,
      without limitation, disability benefits, medical benefits, and
      preretirement death benefits (including any such death benefit coverage
      described in Article 6); and (3) no adjustment shall be required for the
      value of post-retirement cost-of-living increases made in accordance with
      Section 415(d) of the Code.

            


    

     

    
      	
              (c)

            	
              Employee
      Contributions.  In determining the annual amount of
      benefit, benefits derived from employee contributions shall be
      disregarded.

            


    

     

    
      	
              (d)

            	
              Multiemployer
      Plans.  Any benefits provided under any multiemployer
      plan to which the Company or an Affiliate is a party shall be taken into
      account under this Article 14 only to the extent that the benefits
      provided under such plan exceed the benefits that would have been provided
      under such plan if the Participant had no service with the Company or an
      Affiliate.

            


    

     

    
      	
              14.03

            	
              Adjustments for Early
      or Late Payment.

            


    

     

    
      	
              (a)

            	
              Payments Starting
      Before Age 62.  For limitation years ending after
      December 31, 2002, if the Participant’s Retirement Pension commences prior
      to age 62, the Dollar Limit applicable to the Participant at such earlier
      age is an annual benefit payable in the form of a straight life annuity
      beginning at the earlier age that is the actuarial equivalent of the
      Dollar Limit applicable to the Participant at age 62 (adjusted under
      Section 14.05, if required).  The Dollar Limit applicable at an
      age prior to age 62 is determined as the lesser of (1) the equivalent
      amount computed using the actuarial assumption in Paragraph 1.04 of Appendix A and
      (2) the equivalent amount computed in accordance with the applicable
      provisions of Section 5.05 (as modified by any Supplement
      hereto).  Any decreases in the Dollar Limit determined in
      accordance with this Section 14.03(a) shall not reflect a mortality
      decrement if benefits are not forfeited upon the death of the
      Participant.  If any benefits are forfeited upon death, the full
      mortality decrement is taken into
account.

            


    

     

    
      	
              (b)

            	
              Payments Starting
      After Age 65.  For limitation years ending after December
      31, 2001, if a Participant’s Retirement Pension begins after age 65, the
      Dollar Limit applicable to the Participant at the later age is the annual
      benefit payable in the form of a straight life annuity beginning at the
      later age that is actuarially equivalent to the Dollar Limit applicable to
      the Participant at age 65 (adjusted under Section 14.05, if
      required).  The actuarial equivalent of the Dollar Limit
      applicable at an age after 65 is determined as
  the

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              lesser
      of (1) the lesser of the actuarial equivalent (at such age) of the Dollar
      Limit computed using the interest rate and mortality table specified in
      Paragraph 1.04 of Appendix A and
      (2) the Dollar Limit computed using a 5% interest rate assumption and the
      applicable mortality table as defined in Paragraph 1.04 of Appendix
      A.  For these purposes, mortality between age 65 and the
      age at which benefits commence shall be
ignored.

            


    

     

    
      	
              14.04

            	
              Conditional Exemption
      for Pensions Under $10,000.  The Percentage Limit shall
      not be applicable to any Retirement Pension with respect to a Participant
      for any year if (1) the annual amount of employer-provided retirement
      benefits payable with respect to such Participant under this Plan and all
      other defined benefit plans of the Company and Affiliates does not exceed
      ten thousand dollars ($10,000) for such year or any prior year, and (2)
      such Participant never participated in any defined contribution plan
      maintained by the Company or any
Affiliate.

            


    

     

    
      	
              14.05

            	
              Participants with
      Fewer than Ten Years of
Service.

            


    

     

    
      	
              (a)

            	
              If
      the Participant has less than 10 years of participation in the Plan, the
      Dollar Limit shall be reduced by 1/10th for each year of participation (or
      part thereof) less than 10.  If the Participant has less than 10
      years of service with the Company and its Affiliates, the Percentage Limit
      shall be reduced by 1/10th for each year of service (or part thereof) less
      than 10.  The adjustments of this Section 14.05 shall be applied
      in the denominator of the “defined benefit plan fraction” described in
      Section 14.07(c) based upon years of service.  Years of service
      shall include future years occurring before the Participant’s Normal
      Retirement Age.  Such future years shall include the year which
      contains the date the Participant reaches Normal Retirement Age, only if
      it can reasonably be anticipated that the Participant will receive a year
      of service for such year.

            


    

     

    
      	
              (b)

            	
              For
      purposes of this Section 14.05, a Participant shall be credited with a
      year of participation (computed to fractional parts of a year) for each
      accrual computation period for which the following conditions are
      met:

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      Participant is credited with at least the number of Hours of Service for
      benefit accrual purposes, required under the terms of the Plan in order to
      accrue a benefit for the accrual computation period,
  and

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      Participant is included as a Participant under the eligibility provisions
      of the Plan for at least one day of the accrual computation
      period.  If these two conditions are met, the portion of a year
      of participation credited to the Participant shall equal the amount of
      benefit accrual service credited to the Participant for such accrual
      computation period.  A Participant who is permanently and
      totally disabled within the meaning of Section 415(c)(3)(C)(i) of the Code
      for an accrual computation period shall receive a year of participation
      with respect to that period.  In no event will more than one
      year of participation be credited for any 12-month
  period.

            


    

     

    
      	
              14.06

            	
              Benefits Payable Under
      More than one Defined Benefit Plan.  If benefits that are
      subject to the limitations of Code Section 415 are payable under any other
      defined benefit plan

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              maintained
      by the Company or any Affiliate (whether or not terminated), the benefits
      payable under this Plan, as limited by this Article 14, shall be subject
      to further limitation in order that the amount of employer-provided
      benefits payable under all defined benefit plans maintained by the Company
      and all Affiliates shall not, in the aggregate, exceed the benefit
      limitations described in this Article 14.  If reduction in the
      benefits under such defined benefit plans in the aggregate is thus
      required, such reduction shall be applied in the reverse order in which
      benefits under such plans would otherwise accrue except as any such other
      plan may otherwise expressly provide; provided, however, that benefits
      under any multiemployer plan shall be reduced
  last.

            


    

     

    
      	
              14.07

            	
              Participation in
      Defined Contribution Plan.

            


    

     

    
      	
              (a)

            	
              Combined
      Limitation: If a Participant is (or was) active in one or more
      defined contribution plans (whether or not terminated) maintained by the
      Company or an Affiliate (including any plan so considered as a result of
      any employee contributions to a defined benefit plan) the sum of his
      Defined Contribution Plan Fraction (as defined in subsection (b) below)
      and Defined Benefit Plan Fraction (as defined in subsection (c) below) as
      of the close of any year shall in no event exceed 1.0.  In order
      to prevent such sum from exceeding 1.0, benefits under this Plan shall be
      reduced to the extent necessary for that purpose.  Such
      reduction shall be made prior to any reduction of allocations of Annual
      Additions under such defined contribution plans which would otherwise be
      made in order to prevent such sum from exceeding
  1.0.

            


    

     

    
      	
              (b)

            	
              Defined Contribution
      Plan Fraction:  For purposes of this Section 14.07, a
      Participant’s “Defined Contribution Plan Fraction” shall be determined as
      follows:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Numerator.  For
      any year, the numerator shall be the sum of the Annual Additions to the
      Participant’s account(s) under all plans maintained by the Company or an
      Affiliate in such year and in all prior
years.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Denominator.  For
      any year, the denominator shall be the sum of the lesser of the following
      amounts, determined for such year and for each prior year of service with
      the Company and Affiliates as if the Participant were covered by a defined
      contribution plan maintained by the Company or an Affiliated for all such
      years, but not covered by any defined benefit plan for any such
      year:

            


    

     

    
      	
               
      

            	
              (A)

            	
              one
      hundred and twenty-five percent (125%) of the maximum dollar limitation
      applicable to defined contribution plan allocations for such year (i.e.,
      $25,000 for 1975 and prior years; for the years 1976, 1977, 1978, 1979,
      1980, 1981 and 1982: $26,825, $28,175, $30,050, $32,700, $36,875, $41,500
      and $45,475, respectively; for 1983 through 1987, $30,000; and for 1988
      and thereafter, $30,000 as adjusted for cost-of-living increases in
      accordance with applicable regulations),
or

            


    

     

    
      	
               
      

            	
              (B)

            	
              thirty-five
      percent (35%) of the Participant’s Earnings for such
  year.

            


    

     

    
      	
               
      

            	
              (C)

            	
              in
      computing the denominator of the Defined Contribution Plan Fraction for
      any year ending after 1982 but before January 1, 1987, the
      Committee

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              may
      elect to determine the portion of such denominator which relates to years
      ending before January 1, 1983 under the method described in Code Section
      415(e)(6), in lieu of the method described above.  Such election
      may be made at such time in such manner as may be provided in applicable
      Treasury Regulations; and

            


    

     

    
      	
               
      

            	
              (D)

            	
              If
      the Participant was a Participant as of January 1, 1987, in one or more
      defined contribution plans maintained by the Company or an Affiliate which
      were in existence on May 6, 1986, the numerator of the Defined
      Contribution Plan Fraction will be adjusted if the sum of this fraction
      and the Defined Benefit Plan Fraction would otherwise exceed 1.0 under the
      terms of this Plan.  Under the adjustment, an amount equal to
      the product of (1) the excess of the sum of the fractions over 1.0 times
      (2) the denominator of the Defined Contribution Plan Fraction, will be
      permanently subtracted from the numerator of the Defined Contribution Plan
      Fraction.  The adjustment is calculated using the fractions as
      they would be computed as of December 31, 1986, and disregarding any
      changes in the terms and conditions of the plans made after May 5, 1986,
      but using the Section 415 limitation applicable on and after January 1,
      1987.

            


    

     

    Notwithstanding
anything in this Article 14 to the contrary, an Annual Addition for any
Limitation Year beginning before January 1, 1987, shall not be recomputed to
treat all employee contributions as Annual Additions.

     

    
      	
              (c)

            	
              Defined Benefit Plan
      Fraction:  For purposes of this Section 14.07, a
      Participant’s “Defined Benefit Plan Fraction” shall be determined as
      follows for any year:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Numerator.  The
      numerator shall be the total projected annual benefit (as defined in Code
      Section 415(b)(2)) of the Participant under all defined benefit plans
      maintained by the Company or any Affiliate (whether or not terminated) as
      of the close of such year, as determined for each such plan for purposes
      of Code Section 415(e)(2)(A), disregarding benefits derived from employee
      contributions.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Denominator.  The
      denominator shall be the lesser of the
amounts:

            


    

     

    
      	
               
      

            	
              (A)

            	
              one
      hundred and twenty-five percent(125%) of the maximum dollar limitation
      applicable to defined benefit plans for such year (i.e., the Dollar Limit
      determined under Section 14.01(b)(4) above or corresponding provisions of
      any other defined benefit plan), or

            


    

     

    
      	
               
      

            	
              (B)

            	
              one
      hundred forty percent (140%) of the Participant’s average annual Earnings
      for the three (3) consecutive years in which his Earnings were highest
      including any adjustments under Section 415(b) of the
  Code.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Notwithstanding
      the foregoing,

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (A)

            	
              In
      the case of a Participant who has fewer than the (10) years of service
      (determined without regard to Section 4.06) in the aggregate with the
      Company and all Affiliates (or their predecessor) at the time his
      Retirement Pension starts, the 125% and 140% limitations referred to in
      subparagraphs (2)(A) and (2)(B) above shall be reduced proportionately;
      and

            


    

     

    
      	
               
      

            	
              (B)

            	
              If
      the Participant was a Participant as of January 1, 1987, in one or more
      defined benefit plans maintained by the Company or an Affiliate which were
      in existence on May 6, 1986, the denominator of the Defined Benefit Plan
      Fraction will not be less than 125% of the sum of the annual benefits
      under such plans in which the Participant had accrued as of December 31,
      1986, disregarding any changes in the terms and conditions of the plans
      after May 5, 1986.  The preceding sentence applies only if the
      defined benefit plans individually and in the aggregate satisfy the
      requirements of Section 415 of the Code for all Limitation Years beginning
      before January 1, 1987.

            


    

     

    
      	
              (d)

            	
              Prior Plan
      Balances.  A defined contribution plan formerly
      maintained by the Company or an Affiliate and subsequently merged directly
      or indirectly into this Plan (or whose assets were, in whole or in part,
      directly or indirectly transferred to this Plan) shall be taken into
      account for purposes of this Section 14.07 if the Participant received any
      benefits under such plan prior to such merger or transfer attributable to
      contributions or forfeitures in respect of a period while such plan was
      maintained by the Company or an Affiliate, or if his benefits under this
      Plan are increased by reason of such merger or transfer.  In any
      other case, the limitation of this Article 14 shall be the greater of (1)
      the limitation determined by taking such plan into account as a defined
      contribution plan for purposes of this Section 14.07 and by applying
      Section 14.08 below to all of the benefits provided for the Participant by
      assets transferred therefrom, or (2) the limitation determined by
      disregarding such plan for purposes of this Section 14.07, but by applying
      Section 14.08 below only to the portion of the benefits derived therefrom
      that are attributable to the assets held therein immediately prior to the
      date such plan was first maintained by the Company or an
      Affiliate.

            


    

     

    
      	
              (e)

            	
              Repeal of Combined
      Plan Limitation.  Effective January 1, 2000, the combined
      plan limitation described in this Section 14.07 shall no longer apply to
      the Plan.  Such repeal of the combined plan limitation shall
      apply to all Employees participating in the Plan that have one Hour of
      Service after January 1, 2000.

            


    

     

    
      	
              14.08

            	
              Benefits from
      Transferred Assets
Disregarded.

            


    

     

    
      	
              (a)

            	
              In
      applying the limitations of this Article 14, there shall be disregarded
      benefits provided under any plan taken into account hereunder (the
      “transferee plan”) that are attributable to assets transferred directly or
      indirectly from a predecessor plan.  For this purpose, the
      benefit attributable to assets transferred from any such predecessor plan
      shall be equal to the total benefit transferred by such plan to the
      transferee plan, multiplied by a fraction, the numerator of which is the
      total assets transferred and the denominator of which is the total
      liabilities transferred.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (b)

            	
              For
      purposes of this Section 14.08, the term “predecessor plan” shall mean (1)
      a defined benefit plan (or succession of such plans) formerly maintained
      by an employer other than the Company or any Affiliate; provided, however,
      that if such a predecessor plan became maintained by the Company or any
      Affiliate prior to the transfer of assets to this Plan, the benefit that
      is disregarded pursuant to this Section 14.08 shall be determined as if
      such transfer occurred at the date that the predecessor plan was first
      maintained by the Company or such Affiliate, or (2) a defined contribution
      plan all or a part of whose assets were transferred to the Plan, but
      subject to Section 14.07(d) above.

            


    

     

    ARTICLE
15.

     

    “Top Heavy”
Provisions

     

    
      	
              15.01

            	
              Plans Included in
      Determination of “Top Heavy”
Status.

            


    

     

    
      	
              (a)

            	
              For
      purposes of this Article 15, “Applicable Plans” shall
    include:

            


    

     

    
      	
               
      

            	
              (1)

            	
              each
      plan of the Company or any Affiliate in which a Key Employee (as defined
      in Section 15.02 for this Plan, and as defined in Code section 416(i) for
      each other Applicable Plan) participates;
and

            


    

     

    
      	
               
      

            	
              (2)

            	
              each
      other plan of the Company or any Affiliate which enables any plan
      described in Paragraph (l) above to meet the requirements of Code sections
      401(a)(4) and 410.

            


    

     

    
      	
              (b)

            	
              Any
      plan not required to be included under subsection (a) above may also be
      included, at the option of the Company, provided that the requirements of
      Code sections 401(a)(4) and 410 continue to be satisfied for the group of
      Applicable Plans after such
inclusion.

            


    

     

    
      	
              (c)

            	
              Applicable
      Plans may include terminated plans, frozen plans, and to the extent that
      benefits are provided with respect to service with the Company or an
      Affiliate, multiemployer plans (described in Code section 414(f)) and
      multiple employer plans (described in Code section 413(c)) to which the
      Company or an Affiliate makes
contributions.

            


    

     

    
      	
              15.02

            	
              “Key
      Employee”.

            


    

     

    
      	
              (a)

            	
              Effective
      January 1, 2002, for purposes of this Article 15, “Key Employee” means any
      employee or former employee (including any deceased employee) who at any
      time during the Plan Year that includes the determination date was (1) an
      officer of the Company or an Affiliate having annual compensation greater
      than $130,000 (as adjusted under Code section 416(i)(1) for Plan Years
      beginning after December 31, 2002), (2) a 5-percent owner of the Company,
      or (3) a 1-percent owner of the Company having annual compensation of more
      than $150,000.  For this purpose, annual compensation means
      compensation within the meaning of Code section 415(c)(3).  The
      determination of who is a Key Employee will be made in accordance with
      Code Section 416(i)(1) and the applicable regulations and other guidance
      of general applicability issued
thereunder.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (b)

            	
              Prior
      to January 1, 2002, for purposes of this Article 15, “Key Employee” means
      an employee (including a former employee, whether or not deceased) of the
      Company or an Affiliate who, at any time during a given Plan Year or any
      of the four (4) preceding Plan Years, is in one or more of the following
      categories:

            


    

     

    
      	
               
      

            	
              (1)

            	
              An
      officer of the Company or an Affiliate having “Compensation” (as defined
      in Code section 414(q)(7)), greater than 50% of the maximum dollar
      limitation described in Section 14.01(b)(3) for any such Plan Year;
      provided, that the number of employees treated as officers shall be no
      more than fifty or, if fewer, the greater of three employees or 10% of the
      employees (including “Leased Employees” as described in Section 16.01),
      exclusive of employees described in Code section
  414(q)(8).

            


    

     

    
      	
               
      

            	
              (2)

            	
              One
      of the ten (10) employees (A) having Compensation of more than the maximum
      dollar limitation for defined contribution plans in effect under Code
      section 415(c) (1)(A) and (B) owning (or considered as owning, within the
      meaning of Code section 416(i)) the largest percentage interests in value
      of the Company or an Affiliate, provided, that such percentage interest
      exceeds one-half percent in value. If two employees have the same interest
      in the Company or an Affiliate, the employee having the greater
      Compensation shall be treated as having the larger
    interest.

            


    

     

    
      	
               
      

            	
              (3)

            	
              A
      person owning or considered as owning, within the meaning of Code section
      416(i), more than five percent (5%) of the outstanding stock of the
      Company or an Affiliate, or stock possessing more than five percent (5%)
      of the total combined voting power of all stock of the corporation (or
      having more than five percent (5%) of the capital or profits interest in
      the Company or any Affiliate that is not a corporation, determined under
      similar principles).

            


    

     

    
      	
               
      

            	
              (4)

            	
              A
      one-percent (1%) owner of the Company or an Affiliate having Compensation
      of more than $150,000. “One-percent owner” means any person who would be
      described in Paragraph (3) above if “one percent (1%)” were substituted
      for “five percent (5%)” in each place where it appears
      therein.

            


    

     

    
      	
              15.03

            	
              “Top Heavy”
      Test.  In any Plan Year beginning January 1, 1984 or
      thereafter during which the sum, for all Key Employees (as defined in
      Section 15.02 for this Plan and as defined in Code section 416(i) for each
      other Applicable Plan) (and their beneficiaries) of the present value of
      the cumulative accrued benefits under all Applicable Plans which are
      defined benefit plans (determined based on the actuarial assumptions set
      forth in Appendix A to this Plan) and the aggregate of the accounts under
      all Applicable Plans which are defined contribution plans, exceeds sixty
      percent (60%) of a similar sum determined for all participants in such
      plans (but excluding participants who are former Key Employees), the Plan
      shall be deemed “Top Heavy.” Solely for purposes of determining whether
      this Plan or any other Applicable Plan is “Top Heavy” for a given Plan
      Year, the accrued benefit of a participant other than a Key Employee shall
      be determined under (A) the method, if any, that uniformly applies for
      accrual purposes under all defined benefit plans maintained by the Company
      or any Affiliate, or (B) if

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              there
      is no such method, as if such benefit accrued not more rapidly than the
      slowest accrual rate permitted under the fractional rule of Code section
      411(b)(1)(C).

            


    

     

    
      	
              15.04

            	
              Determination
      Dates.  The determination as to whether this Plan is “Top
      Heavy” for a given Plan Year shall be made as of the last day of the
      preceding Plan Year (the “Determination Date”); and other plans shall be
      included in determining whether this Plan is “Top Heavy” based on the
      determination date for each such plan which occurs in the same calendar
      year as such Determination Date for this
Plan.

            


    

     

    
      	
              15.05

            	
              Valuation.  The
      value of account balances and the present value of accrued benefits for
      each Applicable Plan will be determined, subject to Code section 416 and
      the regulations thereunder, as of the most recent valuation date that
      falls within or ends with the 12-month period ending on the applicable
      Determination Date for such plan if it is a defined contribution plan and
      the most recent valuation date used for determining such plan’s minimum
      funding requirements occurring during the 12-month period ending on the
      applicable Determination Date if it is a defined benefit
    plan.

            


    

     

    
      	
              15.06

            	
              Distribution within
      Five Years.  Distributions from the Plan or any other
      Applicable Plan during the 5-year period ending on the applicable
      determination date shall be taken into account in determining whether the
      Plan is “Top Heavy.”  Effective January 1, 2002, this Section
      15.06 shall be applied by substituting “1-year period” for “5-year period”
      except in the case of a distribution made for a reason other than
      separation from service, death, or
disability.

            


    

     

    
      	
              15.07

            	
              No Service Within Five
      Years.  For plan years beginning on or after January 1,
      1985, benefits and distributions under this Plan or any other Applicable
      Plan shall not be taken into account with respect to any individual who
      has not performed any services for the Company or an Affiliate at any time
      during the 5-year period ending on the applicable determination
      date.  Effective January 1, 2002, this Section 15.07 shall be
      applied by substituting “1-year period” for “5-year
    period.”

            


    

     

    
      	
              15.08

            	
              Compliance With Code
      Section 416.  The calculation of the “Top Heavy” ratio,
      and the extent to which distributions, amounts attributable to rollovers
      or similar transfers to and from this Plan or any other Applicable Plan
      shall be taken into account in accordance with applicable
      regulations.

            


    

     

    
      	
              15.09

            	
              Beneficiaries.  The
      terms “Key Employee” and, for purposes of this Article 15, “participant”
      include their beneficiaries.

            


    

     

    
      	
              15.10

            	
              Provisions Applicable
      in “Top Heavy” Years.

            


    

     

    
      	
              (a)

            	
              For
      any Plan Year in which the Plan is deemed to be “Top Heavy,” the following
      provision shall apply:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Minimum
      Accrued Benefits.

            


    

     

    
      	
               
      

            	
              (A)

            	
              The
      accrued benefit derived from employer contributions under the Plan of each
      Participant who is not a Key Employee, expressed as an
    annual

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              benefit
      in single life annuity form beginning at Normal Retirement Date, shall be
      at least (i) two percent (2%) of the average of such Participant’s
      Earnings (as defined in Section 14.01(b)(5)) not in excess of the limits
      under Code section 401(a)(17) for the 5 calendar years in which such
      average is highest (excluding any such year after the Plan ceased to be
      “Top Heavy”) multiplied by (B) the number of Plan Years beginning on or
      after January 1, 1984 during which the Plan is “Top Heavy” and he has at
      least 1,000 Hours of Service, but not more than ten
  years.

            


    

     

    
      	
               
      

            	
              (B)

            	
              The
      foregoing provisions of this paragraph (1) shall apply before the
      corresponding provision of any Applicable Plan that is a defined
      contribution plan, and shall, to the extent necessary or appropriate, be
      deemed satisfied in whole or in part by benefits to the Participant
      provided under any other Applicable Plan, including without limitation,
      the actuarial equivalent of accumulated account balances under any defined
      contribution plans. A Participant’s accrued benefit, determined as of the
      last day of any Plan Year in which the Plan ceases to be “Top Heavy,”
      shall not be reduced because the Plan ceased to be “Top
      Heavy.”

            


    

     

    
      	
               
      

            	
              (C)

            	
              Effective
      January 1, 2002, for purposes of satisfying the minimum benefit
      requirements of Code section 416(c)(1) and the Plan, in determining years
      of service with the Company, any service with the Company shall be
      disregarded to the extent that such service occurs during a Plan Year when
      the Plan benefits (within the meaning of section 410(b) of the Code) no
      Key Employee or former Key
Employee.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Adjustment
      of Combined Limits. Except as otherwise provided by law, the percentage
      “125%” in Sections 14.07(b)(2) and 14.07(c)(2) shall become “100%” unless
      the following conditions are met:

            


    

     

    
      	
               
      

            	
              (A)

            	
              percentage
      described in Section 15.03 does not exceed ninety percent (90%);
      and

            


    

     

    
      	
               
      

            	
              (B)

            	
              the
      Company amends Section 15.10(a)(1) to substitute “three percent (3%)” for
      “two percent (2%)” therein.

            


    

     

    Notwithstanding
any other provision of this Plan, if the sum of the combined limitation
fractions described in Sections 14.07(b) and (c) hereof, calculated by
substituting “100%” for “125%” therein, for any Participant exceeds 100% for the
last Plan Year before the Plan becomes “Top Heavy,” such fractions shall be
adjusted, in accordance with applicable regulations, so that their sum does not
exceed 100% for such Plan Year.  Effective January 1, 2000, this
subsection 15.10(a)(2) shall no longer apply to the Plan.

     

    
      	
               
      

            	
              (3)

            	
              Any
      Participant shall be vested in his accrued benefit derived from employer
      contributions on a basis at least as favorable as is provided under the
      following schedule:

            


    

     

    
      	
              Vesting Service

            	
              Percentage Vested

            
	
              Less
      Than 3 Years

            	
              0%

            
	
              3
      Years or More

            	
              100%

            


    

     

    In any
Plan Year in which the Plan is not deemed to be “Top Heavy” the minimum vested
percentage shall be no less than that which was determined as of the last day of
the last Plan Year in which the Plan was deemed to be “Top Heavy.”

     

    
      	
              15.11

            	
              Represented
      Employees.  Sections 15.10(a)(1) and (3) shall not apply
      to any employee included in a unit of employees covered by a collective
      bargaining agreement, if retirement benefits are the subject of good faith
      bargaining.

            


    

     

    ARTICLE
16.

     

    Leased
Employees

     

    
      	
              16.01

            	
              Definitions.  For
      purposes of this Article 16, the term “Leased Employee” means any person
      performing services for the Company or an Affiliate (hereinafter referred
      to as the “Recipient”) pursuant to an agreement between the Recipient and
      any other person (hereinafter referred to as the “Leasing Organization”),
      who has performed such services for the Recipient (including persons
      related to the Recipient within the meaning of Code section 103(b)(6)(c))
      on a substantially full-time basis for a period of at least one year, if
      such services are performed under primary direction or control by the
      Recipient.

            


    

     

    
      	
              16.02

            	
              Treatment of Leased
      Employees.  For purposes of this Plan, a Leased Employee
      shall be treated as an employee of the Company, but not an Eligible
      Employee of the Company.  A Leased Employee’s service with the
      Recipient (including service prior to the effective date of this Article
      16) shall be taken into account in determining his compliance with the
      service requirements of the Plan relating to participation and vesting
      should he ever become an Eligible Employee (but not for purposes of
      determining the amount of his benefits, his entitlement to retirement
      subsidies or ancillary benefits, or any purpose other than participation
      and vesting).

            


    

     

    
      	
              16.03

            	
              Exception for
      Employees Covered by Plans of Leasing
      Organization.  Section 16.02 shall not apply to any
      Leased Employee if such employee is covered by a money purchase pension
      plan of the Leasing Organization meeting the requirements of Code section
      414(n)(5) and Leased Employees do not constitute more than 20% of the
      aggregate “nonhighly compensated workforce” (as defined in Code section
      414(n)(5)(C)(ii)) of the Company and
Affiliates.

            


    

     

    
      	
              16.04

            	
              Construction.  The
      purpose of this Article 16 is to comply with the provisions of Code
      section 414(n). All provisions of this Article 16 shall be construed
      consistently therewith, and, without limiting the generality of the
      foregoing, no individual shall be treated as a Leased Employee except as
      required under such section.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPLETON
PAPERS INC.

     

    RETIREMENT
PLAN

     

    (As
Amended Through December 5, 2007)

     

    APPENDIX
A

     

    Actuarial
Assumptions

     

    Unless
otherwise expressly provided in the Plan, the following actuarial assumptions
shall be used to determine benefits under the Plan for Participants who either
separate from service or accrue benefits on or after January 1, 1995. As to all
other Participants, actuarial determinations governing benefits under the Plan
shall be made in accordance with the Plan as in effect before January 1,
1995.

     

    
      	
              1.01

            	
              50% Joint and
      Surviving Spouse Annuity.

            


    

     

    The
percentage of the Basic Monthly Benefit payable to the Participant and
continuing to his Surviving Spouse at one half the rate (i.e., 50%) after his
death during the remaining lifetime of such Spouse shall be determined using the
following assumptions:

     

    
      	
               
      

            	
              (1)

            	
              Interest.
      8%.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Mortality. The
      1983 Group Annuity Mortality Table for males for the participants and the
      1983 Group Annuity Mortality Table for females for the
    spouse.

            


    

     

    
      	
              1.02

            	
              75% Joint and
      Surviving Spouse Option.

            


    

     

    The
percentage of the Basic Monthly Benefit payable to the Participant and
continuing to his Surviving Spouse at three-fourths the rate (i.e., 75%) after
his death during the remaining lifetime of such Spouse shall be determined using
the following assumptions:

     

    
      	
               
      

            	
              (1)

            	
              Interest.
      8%.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Mortality. The
      1983 Group Annuity Mortality Table for males for the participants and the
      1983 Group Annuity Mortality Table for females for the
    spouse.

            


    

     

    
      	
              1.03

            	
              100% Joint and
      Surviving Spouse.

            


    

     

    The
percentage of the Basic Monthly Benefit payable to the Participant and
continuing to his Surviving Spouse at the same rate after his death during the
remaining lifetime of such Spouse shall be determined using the following
assumptions:

     

    
      	
               
      

            	
              (1)

            	
              Interest.
      8%.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Mortality. The
      1983 Group Annuity Mortality Table for males for the participants and the
      1983 Group Annuity Mortality Table for females for the
    spouse.

            


    

     


    
      
        
          
            	 
      	
                    APPENDIX
      A-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              1.04

            	
              Code
      Section 415 Limits.

            


    

     

    
      	
              (a)

            	
              For
      purposes of adjusting the maximum dollar limitations on annual benefits
      under Article 14, the following factors shall be
  used:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Interest:

            


    

     

    
      	
               
      

            	
              (A)

            	
              For
      Retirement Pensions commencing before age 62, 5% shall be
      used.

            


    

     

    
      	
               
      

            	
              (B)

            	
              For
      Retirement Pensions commencing after Social Security Retirement Age, the
      lesser of 5% or the interest rate described in Section 1.08(a)(1) below
      shall be used.  Effective for payments made on or after July 1,
      1996, the lesser of 5% or the interest rate described in Section
      1.06(a)(1) shall be used for Retirement Pensions commencing after Social
      Security Retirement Age.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Mortality: The
      1983 Group Annuity Mortality Table (males, 3 year
      setback).  Effective for payments made on or after July 1, 1996,
      the mortality table specified in IRS Revenue Ruling 95-6, or such
      mortality table as is promulgated to specifically supersede such
      table.

            


    

     

    
      	
              1.05

            	
              Reemployed Pensioners,
      etc.

            


    

     

    
      	
              (a)

            	
              For
      purposes of increasing a Participant’s Retirement Pension to reflect the
      value of excess Missed Payments as provided in Plan Section 7.09(a) and
      for reducing the pension of a Participant who had previously received
      benefits from an Affiliate or under another plan of the Company, as
      provided under Plan Section 5.07, the following factors shall be
      used:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Interest:  8.00%

            


    

     

    
      	
               
      

            	
              (2)

            	
              Mortality: The
      1983 Group Annuity Mortality Table (males, 3 year
  setback).

            


    

     

    
      	
              1.06

            	
              Small
      Benefits.

            


    

     

    
      	
              (a)

            	
              For
      payments made on and after July 1, 1996, the following factors shall be
      used for purposes of determining the value of amounts paid under Section
      7.07(b):

            


    

     

    
      	
               
      

            	
              (1)

            	
              Interest and
      Mortality:

            


    

     

    
      	
               
      

            	
              (A)

            	
              Interest:  The
      interest rates on 30-year Treasury Constant Maturities published monthly
      in Federal Reserve Release G.13 and H.15, or in such other release or
      guidance as is promulgated to specifically supersede such
      Release.  The rate for the Plan Year shall be an average of the
      daily rates for the month preceding the first day of the Plan
      Year.

            


    

     

    
      	
               
      

            	
              (B)

            	
              Mortality:  The
      mortality table specified in IRS Revenue Ruling 95-6, or such mortality
      table as is promulgated to specifically supersede such
    table.

            


    

     


    
      
        
          
            	 
      	
                    APPENDIX
      A-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (2)

            	
              Expected Retirement
      Age:  For distributions to Participants who terminate
      prior to their Earliest Retirement Age - Age 65; for all others, their age
      upon actual retirement.

            


    

     

    
      	
              (b)

            	
              Reserved.

            


    

     

    
      	
              1.07

            	
              Partial
      Termination.

            


    

     

    
      	
              (a)

            	
              For
      purposes of determining the amount of Plan assets necessary to fund the
      benefits of Participants affected by a partial termination of the Plan
      under Section 12.02(b), the following factors shall be used, effective
      January 1, 1990:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Interest and
      Mortality: The interest rate(s) (immediate or deferred, as the case
      may be) that would be used (as of the first day of the Plan Year in which
      the Pension Commencement Date occurs) by the Pension Benefit Guaranty
      Corporation to determine the present value of a lump sum distribution on
      plan termination; and the 1983 GAM Table for males set back three
      years.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Expected Retirement
      Age: For distribution to Participants who terminate prior to their
      Earliest Retirement Age - age 65; for all others, their age upon actual
      termination.

            


    

     

    
      	
              (b)

            	
              All Other
      Equivalencies.

            


    

     

    
      	
              (c)

            	
              For
      purposes of all other calculations not expressly set forth in the Plan,
      the following shall be used:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Interest: The
      interest rate shall be equal to the average of interest rates used by the
      Pension Benefit Guaranty Corporation for each month during the calendar
      quarter immediately preceding the calendar quarter of payment (if paid as
      a lump sum) or of commencement of payment (if paid as an annuity), such
      average rate rounded to the nearest multiple of
  .25%.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Mortality: The
      1983 Group Annuity Mortality Table (males, 3 year
  setback).

            


    

     

    
      	
               
      

            	
              (3)

            	
              Expected Retirement
      Age: For a Participant other than a Rule of 65 Retiree who
      terminates prior to his Earliest Retirement Age - age 65; for a Rule of 65
      Retiree who terminates prior to his Earliest Retirement Age - age 65; and
      for any other Participant - age at Pension Commencement
    Date.

            


    

     

    * * * *
*

    


     


    
      
        
          
            	 
      	
                    APPENDIX
      A-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    APPLETON
PAPERS INC.

     

    RETIREMENT
PLAN

     

    (As
Amended Through December 5, 2007)

     

    


     

    SUPPLEMENT
A

     

    Special Provisions
Applicable to Participants With Pre-1966 Service

     

    
      	
              A1.01

            	
              Special Definitions.
      For purposes of this Supplement
A:

            


    

     

    Pre-1966
Accumulations. The term “Pre-1966 Accumulations” means the amount determined by
converting the benefit accrued by a Pre-1966 Participant, expressed as a single
life annuity beginning at age 65, under the NCR Plan as of December 31, 1965 to
a single sum amount payable at the Participant’s Pension Commencement Date using
the following assumptions: an annual interest rate of 3.5% and the 1951 Group
Annuity Table (males) projected to 1965 according to projection scale C age
rated down 5 years for females.

     

    Pre-1966
Participant. The term “Pre-1966 Participant” means a Participant who immediately
prior to January 1, 1966 was a participant in the NCR Plan.

     

    
      	
              A1.02

            	
              Special Single Sum
      Settlement. A Pre-1966 Participant may, in lieu of receiving his
      entire Retirement Pension in the form of an annuity, elect to receive
      reduced annuity payments plus a single sum payment of his Pre-1966
      Accumulations. The single sum payment must be made as of the Pension
      Commencement Date of the Participant’s reduced annuity
      payments.  Effective January 1, 1985, an election to receive
      this single sum payment must be a Qualified
  Election.

            


    

     

    
      	
              A1.03

            	
              Offset for Single Sum
      Payment. The Retirement Pension determined under (or with respect
      to) Section 5.01 shall be reduced in the case of Participant who elects to
      receive his Pre-1966 Accumulations in a single sum payment by the
      Actuarial Equivalent of his Pre-1966 Accumulations determined by using the
      interest and mortality factors specified under Section 1.08 (effective
      July 1, 1996, Section 1.06) of Appendix A (or corresponding provisions of
      the Plan as in effect at the time of
reference).

            


    

     

    
      	
              A1.04

            	
              Effective Date.
      The provisions of this Supplement A are effective January 1,
      1976.

            


    

     

    



    
      
        
          
            	 
      	
                    SUPPLEMENT
      A-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    APPLETON
PAPERS INC.

    RETIREMENT
PLAN

     

    (As
Amended Through December 5, 2007)

     

    


     

    SUPPLEMENT
B

     

    Special Provisions
Applicable to Certain

     

    Salaried Employees of West
Carrollton, Ohio Location

     

    
      	
              B1.01

            	
              Service with
      Glatfelter.

            


    

     

    
      	
              (a)

            	
              Except
      as provided under subsection (b) below, service with P.H. Glatfelter
      Company (“Glatfelter”) shall not be taken into account for any purpose
      under the Plan.

            


    

     

    
      	
              (b)

            	
              Notwithstanding
      any other provision of the Plan, an Eligible Employee who was employed by
      Glatfelter shall receive Vesting Service for the period prior to September
      11, 1984 equal to his “Years of Service” as of September 10, 1984 under
      either of Glatfelter’s  Salaried Employees’ Retirement Plan (as
      amended) or Pension Plan for Salaried Employees and shall have such period
      aggregated with his Benefit Service solely for purposes of determining
      whether such an employee satisfies the requirements for being a Rule of 65
      Retiree as defined in Section 1.36.

            


    

     

    
      	
              B1.02

            	
              Benefit Service Upon
      Transfer to Eligible Employment. If a former Glatfelter employee
      who participated in the Paper Industry Union-Management Pension Fund
      (“PIUMPF”) after September 10, 1984 transfers to employment as an Eligible
      Employee, then, notwithstanding Section 4.04(a)(2), he shall be credited
      with Benefit Service for service as an hourly employee at the West
      Carrollton, Ohio location of the Company on or after September 11, 1984 as
      if such service were service as an Eligible Employee. In such a case, the
      Retirement Pension earned with respect to such deemed Benefit Service
      shall be offset by benefits provided under PIUMPF with respect to such
      service as provided under Section 5.07 (Non-Duplication of
      Benefits)

            


    

     

    .


    
      
        
          
            	 
      	
                    SUPPLEMENT
      B-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    APPLETON
PAPERS INC.

     

    RETIREMENT
PLAN

     

    (As
Amended Through December 5, 2007)

     

    


     

    SUPPLEMENT
C

     

    Special Provisions
Applicable to Portage Employees

     

    Effective
January 1, 1989, the Retirement Plan for Employees of the Portage, Wisconsin
Plant of Appleton Papers Inc. was merged into this Plan. This Supplement C
provides for such merger and sets forth special provisions of the Plan
applicable to current and former Portage Employees.

     

    ARTICLE
1.

     

    


     

    Merger

     

    
      	
              C1.01

            	
              Special Definitions.
      For purposes of this Supplement
C:

            


    

     

    Portage
Plan. The term “Portage Plan” means the Retirement Plan for Employees of the
Portage, Wisconsin Plant of Appleton Papers Inc. as in effect prior to its
merger into this Plan.

     

    Basic
Plan. The term “Basic Plan” means the Retirement Plan for Certain Employees of
Appleton Papers Inc. and Adopting Related Companies, exclusive of this
Supplement C.

     

    Portage
Employee. The term “Portage Employee” means a non-exempt employee of Appleton
Papers Inc. employed at its Portage, Wisconsin Plant, excluding any such
employee who is a salaried employee or who is eligible to actively participate
in any other retirement, pension or profit sharing plans established by Appleton
Papers Inc., other than the Appleton Papers Retirement Savings and Employee
Stock Ownership Plan, or to which Appleton Papers Inc. makes contributions on
his behalf.

     

    
      	
              C1.02

            	
              Merger Effective
      January 1. 1989.  Effective as of January 1, 1989, the
      Portage Plan shall be merged into this
Plan.

            


    

     

    
      	
              C1.03

            	
              Transfer of Trust
      Funds. The trust fund under the Portage Plan shall be deemed merged
      into and to be a part of the trust fund under the Plan effective as of
      January 1, 1989.

            


    

     

    
      	
              C1.04

            	
              Transfer of
      Benefit Obligations from Portage Plan. All persons having an
      interest under the Portage Plan prior to January 1, 1989 shall, on and
      after January 1, 1989, be entitled to benefits determined solely under
      this Plan, in lieu of any and all interest which they had or may have had
      under such Portage Plan.

            


    

     

    
      	
              C1.05

            	
              No Acceleration of
      Vesting. In no event shall the merger of the Portage Plan into this
      Plan operate to accelerate any person’s vested interest in his accrued
      benefit under the Portage Plan.

            


    

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      C-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              C1.06

            	
              Effect of
      Restatement. The Basic Plan was restated, effective January 1,
      1989, except as otherwise expressly provided or as otherwise required by
      law. Amendments to provisions of the restated Basic Plan which were made
      to conform the Basic Plan to changes in the law and which were effective
      prior to January 1, 1989, shall be deemed to have been made in the same
      manner and effective as of the same time to the corresponding provisions
      of the Portage Plan.

            


    

     

    ARTICLE
2.

     

    


     

    Special
Provisions

     

    
      	
              C2.01

            	
              Eligible
      Employees. The term “Eligible Employee” under the Plan shall
      include a Portage Employee; provided, however, that no one shall be
      treated as an Eligible Employee for any period prior to January 1, 1989 by
      reason of this Section C2.01.

            


    

     

    
      	
              C2.02

            	
              Preservation of
      Portage Plan Benefit. The Retirement Pension to which a vested
      Portage Employee is entitled under this Plan shall not be less than the
      amount of his “Retirement Pension” under the Portage Plan (including
      Sections 5.02(b) and 5.03(b) thereof) determined as of the earlier of his
      Termination of Employment or death and December 31,
  1988.

            


    

     

    
      	
              C2.03

            	
              Benefit
      Service. Notwithstanding Section 4.04, in determining the
      Retirement Pension payable with respect to a Portage Employee who is an
      Eligible Employee by reason of Section C2.01 and who has met the
      requirements to be a Participant under Section 2.01, all his service under
      the Portage Plan prior to January 1, 1989 credited for benefit accrual
      purposes shall be treated as Benefit Service under this
    Plan.

            


    

     

    
      	
              C2.04

            	
              Disability. For
      purposes of Section 5.04, an Eligible Employee who is a Portage Employee
      shall be treated as having incurred a Disability during any period such
      employee is entitled to benefits under (a) a long-term disability plan or
      any other program that provides disability payments maintained by the
      Company or (b) is entitled, prior to his Social Security Retirement Age,
      to disability benefits under Social Security (including any period
      constituting the Social Security 6-month elimination
    period).

            


    

     

    * * * *
*


    
      
        
          
            	 
      	
                    SUPPLEMENT
      C-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    APPLETON
PAPERS INC.

     

    RETIREMENT
PLAN

     

    (As
Amended Through August 10, 1006)

     

    


     

    SUPPLEMENT
D

     

    Special Provisions
Applicable to

     

    Employees of East Shore
Chemical Co., Inc.

     

    
      	
              D1.01

            	
              East
      Shore Chemical Co., Inc. (ESCO), a wholly owned subsidiary of Appleton
      Papers Inc. shall be treated as a Company under the Plan and Trust
      Agreement, effective as of January 1,
1987.

            


    

     

    
      	
              D1.02

            	
              A
      salaried employee of ESCO may be treated as an Eligible Employee on or
      after January 1, 1987, without regard to his participation in the Eat
      Shore Chemical Co., Inc. Profit Sharing Plan, but shall not be credited
      with any Benefit Service for any period prior to January 1,
      1987.

            


    

     

    
      	
              D1.03

            	
              Subject
      to the provisions of Article IV of the Plan, a Participant who is an
      employee of ESCO shall receive Vesting Service for the period prior to
      January 1, 1987 equal to his “Years of Vesting Service” under the East
      Shore Chemical Co., Inc. Profit Sharing Plan as determined under Section
      5.2(c) thereof as of December 31,
1986.

            


    

     

    * * * *
*

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      D-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    APPLETON
PAPERS INC.

     

    RETIREMENT
PLAN

     

    (As
Amended Through December 5, 2007)

     

    


     

    SUPPLEMENT
E

     

    Special Provisions
Applicable to Newton Falls Employees

     

    Effective
January 1, 1996, the “Stora Papyrus Newton Falls, Inc. Retirement Plan”,
sponsored and maintained by Newton Falls Inc. (formerly “Stora Newton Falls,
Inc.”), a wholly-owned subsidiary of the Company, was merged into the Retirement
Plan for Non-Bargaining Unit Employees of Appleton Papers Inc.  This
Supplement E sets forth the terms and conditions of such merger and special
provisions that are applicable to current and former employees of Newton Falls
Inc.

     

    Effective
November 30, 2001, the assets and liabilities of the Plan with respect to Newton
Falls Employees were transferred to the Appleton Coated LLC Retirement Plan for
Non-Bargaining Unit Employees (“Appleton Coated Plan”) pursuant to the terms of
a Purchase Agreement dated July 5, 2001, whereby the Company and Appleton Coated
LLC (the employer of Newton Falls Employees) no longer were Affiliated
Companies, as defined in Section 1.03 of the Plan.  This Supplement E
is applicable to Newton Falls Employees until the assets and liabilities of the
Plan with respect to the said Newton Falls Employee are transferred to the
Appleton Coated Plan.

     

    ARTICLE
1

     

    


     

    Merger

     

    
      	
              E1.01

            	
              Special
      Definitions.

            


    

     

    
      	
              (a)

            	
              Newton
      Falls Plan:  The term “Newton Falls Plan” means the Stora
      Papyrus Newton Falls, Inc. Retirement Plan, as in effect immediately prior
      to its merger into this Plan.

            


    

     

    
      	
              (b)

            	
              API
      Non-Bargaining Unit Plan:  The term “API Non-Bargaining Unit
      Plan”, as well as references in this Supplement E to the “Plan”, means the
      Appleton Papers Inc. Retirement Plan for Non-Bargaining Unit
      Employees.

            


    

     

    
      	
              (c)

            	
              Newton
      Falls Employee:  The term “Newton Falls Employee” means any
      employee who has received remuneration for services rendered to Newton
      Falls Inc. (prior to June 19, 1995, “Stora Newton Falls, Inc.”), prior to
      January 1, 1996, and is employed by Newton Falls Inc. on and after January
      1, 1996.

            


    

     

    
      	
              E1.02

            	
              Effective
      Date.  The effective date of the merger of the Newton
      Falls Plan into the API Non-Bargaining Unit Plan is January 1,
      1996.

            


    

     

    
      	
              E1.03

            	
              Transfer of Trust
      Assets and Liabilities.  The assets and liabilities
      constituting the trust fund under the Newton Falls Plan shall be merged
      into and to become a part of the trust fund under the API Non-Bargaining
      Unit Plan, effective January 1,
1996.

            


    

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      E-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              E1.04

            	
              Transfer of Benefit
      Obligations from Newton Falls Plan.  All Participants and
      beneficiaries having a beneficial interest in or with respect to the
      Newton Falls Plan on or as of January 1, 1996, shall, on and after January
      1, 1996, look solely to the API Non-Bargaining Unit Plan for such
      benefits, in lieu of any and all interest they had or may have had with
      respect to the Newton Falls Plan.

            


    

     

    
      	
              E1.05

            	
              No Acceleration of
      Vesting.  In no event shall the merger of the Newton
      Falls Plan into this Plan operate to accelerate any Participant’s vested
      interest in an Accrued Benefit under the Newton Falls Plan, subject in all
      events to the requirements of Internal Revenue Code Section
      411(a)(10).

            


    

     

    
      	
              E1.06

            	
              Effect of Compliance
      Amendments.  The API Non-Bargaining Unit Plan was amended
      on December 16, 1994 (with effect, as and where applicable, from January
      1, 1989, to comply with the 1986 Tax Reform Act); such amendments which
      were made to conform the Plan to the law shall be deemed to have been made
      in the same manner and effective as of the same time with respect to the
      corresponding provisions of the Newton Falls Plan prior to the
      merger.

            


    

     

    ARTICLE
2.

     

    


     

    Special
Provisions

     

    
      	
              E2.01

            	
              Participation.  Effective
      January 1, 1996, the term “Participant” shall include employees of Newton
      Falls Inc. who were Participants (or beneficiaries) under the Newton Falls
      Plan as of December 31, 1995; Eligible Employees who are employees of
      Newton Falls Inc. and whose Employment Date is January 1, 1996 or later
      shall become Participants in the Plan as set forth in Article 2
      thereof.

            


    

     

    
      	
              E2.02

            	
              Retirement
      Pension.

            


    

     

    
      	
              (a)

            	
              The
      Retirement Pension to which a Participant who, prior to January 1, 1996,
      had an Accrued Benefit under the Newton Falls Plan, and who is actively
      employed by Newton Falls Inc. or the Company on and after January 1, 1996,
      shall be entitled a Retirement Pension equal to the greater
      of:

            


    

     

    
      	
               
      

            	
              (1)

            	
              the
      Participant’s Accrued Benefit under the Newton Falls Plan (as defined in
      Section 4.2 thereof), as of December 31, 1995, (referred to as the “Newton
      Falls minimum benefit”); and

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      applicable Retirement Pension calculated under Article 5 of the Plan,
      determined by treating Years of Service earned under the Newton Falls Plan
      through December 31, 1995 as years of Benefit Service under the
      Plan.

            


    

     

    
      	
              (b)

            	
              In
      no event shall the Retirement Pension of a Participant who had an Accrued
      Benefit under the Newton Falls Plan be less than the amount of such
      Participant’s Accrued Benefit thereunder, calculated as of the earlier of
      such Participant’s Termination of Employment and December 31, 1995, and
      subject to the requirements of Code
Section

            


    

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      E-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              411(d)(6)
      relating to the preservation of a Participant’s accrued benefit, and the
      regulations promulgated thereunder.

            


    

     

    
      	
              E2.03

            	
              Vesting.  Accrued
      Benefits of Newton Falls Employees that are vested as of December 31, 1995
      shall remain fully vested and nonforfeitable upon merger of the
      plans.  Participants who are not vested as of December 31, 1995,
      must satisfy the vesting requirements of Articles IV and V of this Plan
      for Plan years commencing on and after January 1, 1996.  Years
      of Service earned under the Newton Falls Plan for vesting purposes prior
      to the merger of the plans shall continue to credited under this
      Plan.

            


    

     

    
      	
              E2.04

            	
              Disability.  A
      Participant who is a Newton Falls Employee shall be eligible for a
      Disability Retirement Pension under Plan Section 5.04 only if such
      Participant is actively employed (or is on short-term disability) by
      Newton Falls Inc. or the Company on and after January 1, 1996, and
      thereafter becomes entitled to benefits under a long-term disability plan
      maintained by Newton Falls Inc. or the Company, subject to the further
      provisions of said Plan Section 5.04.  A Newton Falls Employee
      who is on long-term disability as of January 1, 1996, and who does not
      return to active employment thereafter, shall not be entitled to a
      Disability Retirement Pension under this Plan in any
  event.

            


    

     

    * * * *
*


    
      
        
          
            	 
      	
                    SUPPLEMENT
      E-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    APPLETON
PAPERS INC.

     

    RETIREMENT
PLAN

     

    (As
Amended Through December 5, 2007)

     

    


     

    SUPPLEMENT
F

     

    Withdrawal of Appleton
Coated LLC

     

    
      	
              F1.01

            	
              Withdrawal of Appleton
      Coated LLC.

            


    

     

    
      	
              (a)

            	
              Appleton
      Coated LLC (“Appleton Coated”) shall withdraw as, and cease to be, an
      entity included within the “Company” under the Plan as of the date of
      closing under a purchase agreement dated July 5, 2001, whereby Appleton
      Coated ceased to be a member of a group of businesses under common
      control, as defined in Code Sections 414(b) and (c) (the “Closing
      Date”).  The withdrawal of Appleton Coated from the Plan shall
      be governed solely by the provisions of this Supplement F, notwithstanding
      any contrary provision of the Plan.  No benefits, vesting or
      service shall accrue or be credited under the Plan after the Closing Date
      with respect to employment with Appleton Coated.  On and after
      the Closing Date, no Covered Employee shall be entitled to receive payment
      of any benefits under the Plan on account of the withdrawal of Appleton
      Coated from the Plan, except as provided in Section
  F1.04.

            


    

     

    
      	
              (b)

            	
              For
      purposes of this Supplement F, “Covered Employee’ means:  (1)
      such employees and former employees (and their beneficiaries) as are
      listed in Schedule I attached hereto, and (2) Eligible Employees employed
      by Appleton Coated as of the Closing Date who had not yet satisfied the
      participation requirements of Section 2.01 of the
      Plan.  “Continued Employees” means employees who are employed by
      Appleton Coated as of the Closing
Date.

            


    

     

    
      	
              F1.02

            	
              Transfer of Assets and
      Liabilities.  Effective as of the last day of the month
      in which the Closing Date occurs, the Plan shall transfer to a plan
      maintained by Appleton Coated (“Appleton Coated’s Plan”) in which Covered
      Employees participate, the Transfer Amount determined under Section F1.03
      and all liability and responsibility for benefits under the Plan in
      respect of Covered Employees (except for any benefit payments made by the
      Plan with respect to Covered Employees on and after the Closing Date and
      prior to the transfer of the Transfer Amount to Appleton Coated’s Plan, as
      provided in Section F1.04).  As soon as practicable after the
      determination of the Transfer Amount, the Committee shall direct the
      trustee of the Plan to transfer assets having a fair market value equal to
      the Transfer Amount to the trustee (or other funding agent) of Appleton
      Coated’s Plan.  Transferred assets shall be comprised of a
      prorated interest in each investment fund or other asset held in the
      Appleton Papers Inc. Master Trust, except as otherwise specifically agreed
      by the Committee and Appleton
Coated.

            


    

     

    
      	
              F1.03

            	
              Determination of
      Transfer Amount.

            


    

     

    
      	
              (a)

            	
              The
      Transfer Amount shall be the sum of (i) the aggregate actuarial present
      value of the accrued benefit liabilities under the Plan for Covered
      Employees on a termination basis,

            


    

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      F-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              calculated
      as of the last day of the month in which the Closing Date occurs (the
      “Valuation Date”), by using the actuarial assumptions specified in
      Treasury Regulation Section 1.414(l)-1(b)(9), and by crediting Continued
      Employees with Benefit Service for the 2001 Plan Year through the Closing
      Date (whether or not such employee has been credited with the Hours of
      Service ordinarily required in order to accrue a benefit for the 2001 Plan
      Year) (the “Closing Pension Liability” for Covered Employees), plus (ii) a
      Pro-rata Share of Surplus Assets.  Surplus Assets shall equal
      the excess (if any) of the fair market value of assets of the API Plan on
      the Valuation Date, over the Closing Pension Liability for all current and
      former employees (and their beneficiaries) covered under the API
      Plan.  Pro-rate Share means the percentage determined by
      dividing (A) the Closing Pension Liability for Covered Employees by (B)
      the Closing Pension Liability for all current and former employees (and
      their beneficiaries) covered under the API Plan immediately prior to
      Closing.

            


    

     

    
      	
              (b)

            	
              The
      Transfer Amount shall be adjusted for market performance from the
      Valuation Date to the date of the transfer of assets, and reduced by the
      amount of payments made pursuant to Section F1.04
  hereof.

            


    

     

    
      	
              (c)

            	
              In
      no event will the amount transferred be less than the amount required
      under Code Section 414(l).  To the extent the Closing Pension
      Liability for all current and former employees (and their beneficiaries)
      covered under the API Plan is greater than the fair market value of API
      Plan assets on the Valuation Date, the Transfer Amount shall be reduced in
      accordance with Code Section
414(l).

            


    

     

    
      	
              F1.04

            	
              Payment of Benefits -
      Administration of Plan Prior to
Transfer.

            


    

     

    
      	
              (a)

            	
              During
      the period from the Closing Date until the transfer described in Section
      F1.02, (1) the payment of current benefits in respect of Covered Employees
      following the Closing Date may be made under such arrangements as Appleton
      Coated and the Company agree upon as reasonable and appropriate, and (2)
      the interests of Covered Employees in the Plan and the assets attributable
      to such interests shall continue to be administered for the benefit of the
      Covered Employees in the Plan and the assets attributable to such
      interests shall continue to be administered for the benefit of the Covered
      Employees in the same manner as administered before the Closing
      Date.

            


    

     

    
      	
              (b)

            	
              To
      effect the foregoing (and without limiting the generality thereof), the
      Plan Administrator in its discretion may direct payment of currently
      payable benefits accrued prior to the Closing Date for Covered Employees
      who subsequently retire from and/or terminate employment with Appleton
      Coated with vested rights.

            


    

     

    
      	
              F1.05

            	
              Conditions.

            


    

     

    
      	
              (a)

            	
              The
      obligations undertaken by the Plan under the foregoing provisions of this
      Supplement F shall be conditioned upon the
  following:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Effective
      as of the Closing Date, Appleton Coated shall have in effect a defined
      benefit plan intended to be qualified under Code Section 401(a) which
      shall provide benefits to Covered Employee substantially identical in all
      material

            


    

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      F-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              respects
      (except for such changes as may be required by law) to those provided
      under the Plan as of the Closing Date.  Each Covered Employee
      shall become a participant in Appleton Coated’s Plan as of the Closing
      Date, subject to Appleton Coated Plan’s participation requirements
      regarding age and service.  Covered Employees shall receive
      credit for all service with the Company and Appleton Coated prior to the
      Closing Date for all purposes (including eligibility, vesting and benefit
      accruals) under Appleton Coated’s
Plan.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Counsel
      for Appleton Coated shall deliver to the Company an opinion of counsel in
      form satisfactory to the Committee to the effect that Appleton Coated’s
      Plan complies with the requirements for qualification under Code Section
      401(a).

            


    

     

    
      	
               
      

            	
              (3)

            	
              Appleton
      Coated shall file all documents required to be filed with appropriate
      government agencies by reason of the transfer of assets and liabilities
      described in this Supplement F.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Appleton
      Coated shall provide the Company with all records and information that the
      Company may reasonably request in order to carry out its obligations under
      this Supplement F.

            


    

     

    
      	
              (b)

            	
              [Reserved]

            


    

     

    
      	
              F1.06

            	
              Cessation of Liability
      with Respect to Covered Employees.  Effective upon the
      date of acceptance by Appleton Coated’s Plan of the transfer of assets
      contemplated by Section F1.02 (the “Transfer Date”), the Plan shall have
      no further responsibility or liability for benefits with respect to
      Covered Employees or any persons claiming though them, and such transfer
      shall be in full discharge of all such responsibilities and
      liabilities.  In the event that it should subsequently be
      determined that the amount transferred exceeded or was less than the
      amount required to be transferred by such provision, taking into account
      requirements of applicable law, the difference shall be refunded by
      Appleton Coated’s Plan, or transferred to Appleton Coated’s Plan, as the
      case may be.  However, the fact that such a subsequent
      adjustment is required shall not prevent the transfer of all
      responsibility and liability for benefits with respect to Covered
      Employees from being total and complete as of the Transfer
      Date.

            


    

     

    * * * *
*


    
      
        
          
            	 
      	
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    APPLETON
PAPERS INC.

     

    RETIREMENT
PLAN

     

    (As
Amended Through December 5, 2007)

     

    


     

    SUPPLEMENT
G

     

    Special Provisions
Applicable to

     

    Appleton Employees of the
Appleton, Wisconsin Plant

     

    Represented by Paper,
Allied-Industrial, Chemical

     

    and Energy Workers
International Union, Local 469

     

    Effective
January 1, 2002, the Retirement Plan for Employees of the Appleton, Wisconsin
Plant of Appleton Papers Inc. Represented by Paper, Allied-Industrial, Chemical
and Energy Workers International Union, Local 469 was merged into this
Plan.  This Supplement G provides for such merger and sets forth
special provisions of the Plan applicable to current and former Appleton Plant
Employees.

     

    ARTICLE
1.

     

    


     

    Merger

     

    
      	
              G1.01

            	
              Special
      Definitions.

            


    

     

    
      	
              (a)

            	
              Appleton
      Plant Plan:  The term “Appleton Plant Plan” means the Retirement
      Plan for Employees of the Appleton, Wisconsin Plant of Appleton Papers
      Inc. Represented by Paper, Allied-Industrial, Chemical and Energy Workers
      International Union, Local 469, as in effect immediately prior to its
      merger into the Plan.

            


    

     

    
      	
              (b)

            	
              API
      Non-Bargaining Unit Plan:  The term “API Non-Bargaining Unit
      Plan,” as well as references in this Supplement G to the “Plan,” means the
      Appleton Papers Inc. Retirement Plan as restated January 1, 2002, and as
      subsequently amended.

            


    

     

    
      	
              (c)

            	
              Appleton
      Plant Employee:  The term “Appleton Plant Employee” means an
      hourly employee of the Company employed at its Appleton, Wisconsin plant
      and represented by the Union, excluding any such employee who is eligible
      to actively participate in any other retirement, pension or profit sharing
      plan established by the Company or to which the Company makes
      contributions on his behalf (other than the Appleton Papers Retirement
      Savings and Employee Stock Ownership
Plan).

            


    

     

    
      	
              (d)

            	
              Termination
      of Employment:  The term “Termination of Employment” for
      purposes of this Supplement F for Appleton Plant Employees, in lieu of the
      definition of such term set forth at Section 1.40 of the Plan, shall mean
      a termination of employment, or with respect to a Participant or employee
      who terminates employment, or the like, such term means an employee’s
      ceasing to be in the active employ of the Company (irrespective of any
      seniority rights or recall rights) for any reason (including quit,
      discharge, disability, layoff, retirement, or entrance into military
      service) other than death or an authorized leave of
    absence.

            


    

     


    
      
        
          
            	 
      	
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              (e)

            	
              Union:  The
      term “Union” means the Paper, Allied-Industrial, Chemical and Energy
      Workers International Union, Local
469.

            


    

     

    
      	
              G1.02

            	
              Effective
      Date.  The effective date of the merger of the Appleton
      Plant Plan into the API Non-Bargaining Unit Plan is January 1,
      2002.

            


    

     

    
      	
              G1.03

            	
              Transfer of Trust
      Assets and Liabilities.  The assets and liabilities
      constituting the trust fund under the Appleton Plant Plan shall be merged
      into and become a part of the trust fund under the API Non-Bargaining Unit
      Plan, effective January 1, 2002.

            


    

     

    
      	
              G1.04

            	
              Transfer of Benefit
      Obligations from Appleton Plant Plan.  All Participants
      and beneficiaries having a beneficial interest in or with respect to the
      Appleton Plant Plan on or as of January 1, 2002, shall, on and after
      January 1, 2002, look solely to the API Non-Bargaining Unit Plan for such
      benefits, in lieu of any and all interest they had or may have had with
      respect to the Appleton Plant Plan.

            


    

     

    
      	
              G1.05

            	
              No Acceleration of
      Vesting.  In no event shall the merger of the Appleton
      Plant Plan into this Plan operate to accelerate any Participant’s vested
      interest in an Accrued Benefit under the Appleton Plant Plan subject in
      all events to the requirements of Code Section
  411(a)(10).

            


    

     

    
      	
              G1.06

            	
              Effect of Compliance
      Amendments.  The API Non-Bargaining Unit Plan was amended
      effective January 1, 2002 (with retroactive effect, as and where
      applicable, to comply with the legislation collectively known as “GUST”);
      such amendments which were made to conform the Plan to the law shall be
      deemed to have been made in the same manner and effective as of the same
      time with respect to the corresponding provisions of the Appleton Plant
      Plan prior to the merger.

            


    

     

    ARTICLE
2.

     

    


     

    Special
Provisions

     

    
      	
              G2.01

            	
              Participation.  Effective
      January 1, 2002, the term “Participant” shall include Appleton Plant
      Employees who were Participants (or beneficiaries) under the Appleton
      Plant Plan as of December 31, 2001.  Further, the term “Eligible
      Employee” under the Plan shall include an Appleton Plant
      Employee.  Eligible Employees who are Appleton Plant Employees
      and whose Employment Date is January 1, 2002 or later shall become
      Participants in the Plan as set forth in Article 2
  thereof.

            


    

     

    
      	
              G2.02

            	
              Break in
      Service.  In addition to the provisions regarding Break
      in Service under Section 1.07 of the Plan, with respect to Appleton Plant
      Employees, the following shall
apply:

            


    

     

    
      	
              (a)

            	
              Solely
      for the purpose of determining whether a Break in Service has occurred for
      eligibility and vesting purposes, Hours of Service shall include each
      hour, in addition to Hours of Service as determined in Sections 4.01 and
      4.02, that would be a regularly scheduled working hour for the Company but
      for the employee’s absence for:

            


    

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      G-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	 	
              (1)

            	
              sickness
      or disability during a period not to exceed 24 months or his seniority
      under the collective bargaining agreement with the Union, if
      greater,

            


    

     

    
      	
               
      

            	
              (2)

            	
              any
      leave of absence authorized by the Company in accordance with uniform
      rules applicable to all employees similarly situated,
  or

            


    

     

    
      	
               
      

            	
              (3)

            	
              layoff
      for a period of absence not to exceed 6 months or the length of his
      seniority, if greater, up to a maximum of 24
  months.

            


    

     

    
      	
              (b)

            	
              Reserved.

            


    

     

    
      	
              G2.03

            	
              Eligible Hours for
      Calculating Benefit Service.  Eligible Hours for
      calculating Benefit Service for Appleton Plant Employees shall be
      determined as follows:

            


    

     

    
      	
              (a)

            	
              Benefit
      Service is generally based on the number of Eligible Hours credited to a
      Participant in a Plan Year.

            


    

     

    
      	
              (b)

            	
              A
      Participant’s Eligible Hours will consist only of the following Hours of
      Service which are credited for employment as an Eligible
      Employee:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Hours
      of Service credited in accordance with Section 4.01(a)(1) of the Plan
      (“Paid  Working Time”);

            


    

     

    
      	
               
      

            	
              (2)

            	
              Hours
      of Service credited in accordance with Section 4.02(a)(2) of the Plan
      (“Paid Absence”) for:

            


    

     

    
      	
               
      

            	
              (A)

            	
              paid
      vacation, holidays and similar paid
absences,

            


    

     

    
      	
               
      

            	
              (B)

            	
              jury
      duty, and

            


    

     

    
      	
               
      

            	
              (C)

            	
              funeral
      leave;

            


    

     

    but not
including paid sick leave or disability, layoff or other authorized leaves of
absence.

     

    
      	
               
      

            	
              (3)

            	
              Hours
      of Service credited in accordance with Section 4.01(a)(3) of the Plan
      (“Military Service”); and

            


    

     

    
      	
               
      

            	
              (4)

            	
              Hours
      of Service credited in accordance with Section 4.01(a)(9) of the Plan
      (“Back Pay Awards”) in respect of periods described in Sections 4.01(a)(1)
      through (3) of the Plan.

            


    

     

    
      	
              G2.04

            	
              Vesting
      Service.  A Participant who is an Appleton Plant Employee
      will be credited with Vesting Service as
  follows:

            


    

     

    
      	
              (a)

            	
              a
      Participant who is an Appleton Plan Employee will be credited with Vesting
      Service as  of January 1, 1976 equal to the “credited service”
      standing to his credit on December 31, 1975 under the provisions of the
      Appleton Plant Plan as then in effect,
and

            


    

     


    
      
        
          
            	 
      	
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      G-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (b)

            	
              for
      each Plan Year beginning on or after January 1, 1976, he will be credited
      with 1 year of Vesting Service for each Plan Year in which he has at least
      1,000 Hours of Service (whether before or after the date he became a
      Participant).

            


    

     

    
      	
              G2.05

            	
              Benefit
      Service.  A Participant who is an Appleton Plant Employee
      will receive Benefit Service as
follows:

            


    

     

    
      	
              (a)

            	
              Prior to July 1,
      1955.  Benefit Service prior to July 1, 1955 will be the
      number of years (each month considered one-twelfth of a year) of
      continuous service prior to July 1, 1955, as determined by the
      Company.

            


    

     

    
      	
              (b)

            	
              Between July 1, 1955
      and January 1, 1972.  Benefit Service between July 1,
      1955 and January 1, 1972 is granted on the basis of Eligible Hours prior
      to such a Participant’s Normal Retirement Date as follows:  Each
      twelve-month period from July 1, through June 30 ending prior to July 1,
      1967, and each of the calendar years 1968 through 1971, in which a
      Participant had 1,800 or more Eligible Hours counts as a full year of
      Benefit Service.  Where the Participant’s total Eligible Hours
      during such twelve-month period were less than 1,800, one-twelfth of a
      year of Benefit Service is granted for each 150 Eligible
      Hours.  For the six-month period July 1, 1967 through December
      31, 1967, a Participant is credited with one-twelfth of a year of Benefit
      Service for each 150 Eligible Hours, up to a maximum of one-half of a year
      of Benefit Service.

            


    

     

    
      	
              (c)

            	
              On and After January
      1, 1972.  For calendar years commencing on and after
      January 1, 1972, but before January 1, 1988, Benefit Service will be
      granted for each calendar year to each Participant who is an Appleton
      Plant Employee on the basis of total Eligible Hours during such year and
      prior to his Normal Retirement Date.  If such a Participant is
      credited with at least one Hour of Service on or after January 1, 1988,
      Benefit Service will be granted as set forth in the preceding sentence,
      except Eligible Hours earned after such Participant’s Normal Retirement
      Date shall also be counted.  Any calendar year subsequent to
      calendar year 1971 in which the Participant has 1,680 or more Eligible
      Hours will count as a full year of Benefit Service.  Where the
      Participant’s total Eligible Hours during such calendar year are less than
      1,680, one-twelfth of a year of Benefit Service will be granted for each
      140 Eligible Hours.

            


    

     

    
      	
              G2.06

            	
              Additional Provision
      Regarding Service with Affiliates, etc.  For a
      Participant who is an Appleton Plant Employee, in addition to the
      provisions governing service with an Affiliate, no disability Retirement
      Benefit will be payable in the event of a disability-caused Termination of
      Employment while employed by an
Affiliate.

            


    

     

    
      	
              G2.07

            	
              Retirement
      Pension.  The following provisions regarding a
      Participant’s Retirement Pension shall apply with respect to Participants
      who are Appleton Plant Employees, except that any additional provisions
      regarding Retirement Pensions contained in the Plan not superseded by the
      following shall continue to apply to such
  Participants.

            


    

     

    
      	
              (a)

            	
              Retirement
      At or After Normal Retirement Age.

            


    

     

    
      	
               
      

            	
              (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

            


    

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      G-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              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, 1988

            	
              September
      1, 1989

            	
              19.00

            
	
              September
      1, 1989

            	
              September
      1, 1991

            	
              20.00

            
	
              September
      1, 1991

            	
              September
      1, 1992

            	
              21.00

            
	
              September
      1, 1992

            	
              September
      1, 1993

            	
              22.00

            
	
              September
      1, 1993

            	
              September
      1, 1994

            	
              23.00

            
	
              September
      1, 1994

            	
              September
      1, 1995

            	
              24.00

            
	
              September
      1, 1995

            	
              September
      1, 1996

            	
              27.50

            
	
              September
      1, 1996

            	
              September
      1, 2001

            	
              28.50

            
	
              September
      1, 2001

            	
              September
      1, 2003

            	
              36.50

            
	
              September
      1, 2003

            	
              September
      1, 2005

            	
              37.50

            
	
              September
      1, 2005

            	
                 -
      - - - - - -

            	
              41.00

            


    

     

    
      	
               
      

            	
              (2)

            	
              Notwithstanding
      any other provision of the Plan, if a Participant is credited with an Hour
      of Service on or after January 1, 1988, the amount of the Normal
      Retirement Pension of such Participant, if he continues in employment his
      Normal Retirement Date, will be calculated based on Benefit Service
      accrued before and after his Normal Retirement
  Date.

            


    

     

    
      	
              (b)

            	
              Early
      Retirement Pension.

            


    

     

    
      	
               
      

            	
              (1)

            	
              If
      a Participant who is an Appleton Plant Employee terminates employment on
      or after the date he has both reached age 55 and completed at least 10
      years of Vesting Service (and before his Normal Retirement Age), he will
      be eligible to receive an Early Retirement
  Pension.

            


    

     

    
      	
               
      

            	
              (2)

            	
              An
      Early Retirement Pension for an Appleton Plan Employee shall be whichever
      of the benefit described in paragraphs (A) or (B) below as the Participant
      elects, in a time an manner as the Committee may
  prescribe:

            


    

     

    
      	
               
      

            	
              (A)

            	
              Payment at Normal
      Retirement Date.  A Retirement Pension starting on his
      Normal Retirement Date in a monthly amount determined under Section
      G2.07(a) based on his Benefit Service and the benefit formula in effect at
      his Termination of Employment.

            


    

     

    
      	 	
              (B)

            	
                    
                Payment Before Normal Retirement
      Date.  A Retirement Pension starting on the first
      day of any month coincident with or following the date his employment
      terminates and before his Normal Retirement Date, in a monthly amount
      determined under paragraph (A) above, reduced in accordance with whichever
      of the following tables
applies:

              

            


    

     

     

    
      	
              Termination of Employment on or after September 1,
      1995:

            
	
              Age
      at Pension

              Commencement Date

            	
              Percentage
      of Pension Payable

              Prior to Normal Retirement
    Date

            
	
              64

            	
              100%

            
	
              63

            	
              100%

            
	
              62

            	
              100%

            
	
              61

            	
              95%

            
	
              60

            	
              90%

            
	
              59

            	
              85%

            
	
              58

            	
              80%

            
	
              57

            	
              75%

            
	
              56

            	
              70%

            
	
              55

            	
              65%

            
	
              Termination of Employment prior to September 1,
      1995:

            
	
              Age
      at Pension

              Commencement Date

            	
              Percentage
      of Pension Payable

              Prior to Normal Retirement
    Date

            
	
              64

            	
              100%

            
	
              63

            	
              100%

            
	
              62

            	
              100%

            
	
              61

            	
              80%

            
	
              60

            	
              75%

            
	
              59

            	
              70%

            
	
              58

            	
              65%

            
	
              57

            	
              60%

            
	
              56

            	
              55%

            
	
              55

            	
              50%

            


    

     

    (An
adjustment shall be made by straight line interpolation for ages that are not
integral.)

     

    
      	
               
      

            	
              (3)

            	
              Transition
      Rule.  No reduction will be made under paragraph (B)
      above in the portion of a Participant early Retirement Pension accrued and
      vested as of September 1, 1975 (based on the benefit level then in
      effect), or such reduction will be limited to the extent that such
      reduction would be prohibited or limited under the provisions of Paragraph
      (C) of Section 3, Part II of the Appleton Plant Plan as in effect on June
      30, 1978, and any such limited reduction will be based on the actuarial
      tables in effect prior to September 1,
1975.

            


    

     


    
      
        
          
            	 
      	
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              (4)

            	
              Notwithstanding
      any provision in the Plan to the contrary, a Participant who (A) is
      actively employed by the Company as of September 1, 1995, (B) has attained
      age sixty (60) or will attain such age on or before December 31, 1996, and
      (C) retires on or after September 1, 1995, and on or before June 1, 1996,
      may receive a Retirement Pension starting on the first day of the month
      coincident with or following the date his employment terminates and before
      his Normal Retirement Date in a monthly amount determined under Paragraph
      (b)(2)(A) above, without reduction for early
  commencement.

            


    

     

    
      	
              (c)

            	
              Vested Retirement
      Pension.

            


    

     

    
      	
               
      

            	
              (1)

            	
              Upon
      the Termination of Employment of a Participant who is an Appleton Plant
      Employee and who (A) has accrued at least one Hour of Service on or after
      January 1, 1989, and (B) is not eligible for a Retirement Pension under
      Section G2.07(a) or G2.07(b), and (C) has completed at least five (5)
      years of Vesting Service, such Participant will be eligible to receive a
      Vested Retirement Pension.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Such
      Participant’s Vested Retirement Pension will start on the Participant’s
      Normal Retirement Date in a monthly amount determined in accordance with
      Section G2.07(a)(1), or, if the Participant so elects, (in a time and
      manner as the Committee may prescribe) on the first day of any month prior
      to his Normal Retirement Date, and coincident with or following his
      55th
      birthday in a monthly amount equal to the greater
  of:

            


    

     

    
      	 	
               
      (A)

            	
                    
                an amount determined in accordance with Section G2.07(a)(1),
      reduced as follows:

              

            


    

     

     

    
      	
              Age
      at Pension

              Commencement Date

            	
              Percentage
      of Pension Payable

              Prior to Normal Retirement
    Date

            
	
              65

            	
              100%

            
	
              64

            	
              89%

            
	
              63

            	
              79%

            
	
              62

            	
              71%

            
	
              61

            	
              64%

            
	
              60

            	
              58%

            
	
              59

            	
              52%

            
	
              58

            	
              47%

            
	
              57

            	
              42%

            
	
              56

            	
              38%

            
	
              55

            	
              34%

            


    

     

    (If a
Vested Retirement Pension begins at a date between the above-stated ages, the
reduction shall be calculated by straight-line interpolation of the applicable
above-stated percentages), or

     

    
      	
               
      

            	
              (B)

            	
              an
      amount determined in accordance with Subsection G2.07(b)(1)(A) calculated
      by assuming that the Participant had terminated employment on August 31,
      1985 (or actual Termination of Employment date, if earlier) reduced as
      follows:

            


    

     

    
      	
              Age
      at Pension

              Commencement Date

            	
              Percentage
      of Pension Payable

              Prior to Normal Retirement
    Date

            
	
              65

            	
              100%

            
	
              64

            	
              95%

            
	
              63

            	
              90%

            
	
              62

            	
              85%

            
	
              61

            	
              80%

            
	
              60

            	
              75%

            
	
              59

            	
              70%

            
	
              58

            	
              65%

            
	
              57

            	
              60%

            
	
              56

            	
              55%

            
	
              55

            	
              50%

            


    

     

    
      	
              (d)

            	
              Disability Retirement
      Pension.

            


    

     

    
      	
               
      

            	
              (1)

            	
              If
      a Participant who is an Appleton Plant Employee with at least 5 years of
      Benefit Service terminates employment with the Company (20 years for
      Participants who terminate such employment prior to September 1, 1981, and
      10 years for Participants who terminate such employment on or after
      September 1,

            


    

     


    
      
        
          
            	 
      	
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              1981,
      but prior to January 1, 1989) on account of a Disability with respect to
      which he becomes eligible for and receives disability benefits under the
      Social Security Act (which shall be the definition of the term
      “Disability” for purposes of this Section G2.07(d), except as modified
      under Paragraphs (3) and (4) below), he will be entitled to a Disability
      Retirement Pension starting on the first day of the month coincident with
      or next following the date on which he actually starts receiving
      disability benefits under the Social Security Act (excluding retroactive
      payment of such benefits).  The monthly amount of a
      Participant’s Disability Retirement Pension will be determined under
      Section G2.07(a) based on his Benefit Service (determined in accordance
      with Section G2.06) and the benefit formula in effect at his Termination
      of Employment.

            


    

     

    
      	
               
      

            	
              (2)

            	
              A
      Participant described in subsection (1) above who is eligible for a
      Retirement Pension under any of the other provisions of Article 5 of the
      Plan or Section G2.07 may elect to receive any such other Retirement
      Pension instead of the Disability Retirement Pension provided by this
      Section G2.07(d).  The Disability Retirement Pension payable
      under this Section G2.07(d) is intended to be a disability auxiliary
      benefit as described in Treasury Regulation §
      1.401(a)-20(c).  Thus, the annuity starting date for a
      Participant receiving a Disability Retirement Pension does not occur until
      the Participant attains Normal Retirement Age and such Participant’s
      surviving spouse, if any, would be entitled to the Pre-Retirement
      Surviving Spouse annuity described in Article 6 of the Plan if the
      Participant dies before Normal Retirement Age (or the commencement of
      benefits under any of the other provisions of the Plan, if
      applicable).

            


    

     

    
      	
               
      

            	
              (3)

            	
              Payment
      of a Disability Retirement Pension shall be conditioned upon the filing of
      an application therefor and providing such information as the Committee
      may require.  The Committee may, as a condition of authorizing
      any Disability Retirement Pension hereunder, require a medical examination
      by such physicians as the Committee may designate.  If a
      Participant fails or refuses to submit to such medical examination, then
      no Disability Retirement Pension will be payable until the Participant
      agrees to and receive such examination.  No Disability
      Retirement Pension will be payable for the period of such
      refusal.

            


    

     

    
      	
               
      

            	
              (4)

            	
              If
      a Participant recovers from his Disability prior to attaining his Normal
      Retirement Age to such an extent that he would no longer be eligible for
      disability benefits under the Social Security Act, he shall so notify the
      Committee and payment of his Disability Retirement Pension will
      cease.  If the Participant fails to notify the Committee of his
      recovery from his Disability, then any Disability Retirement Pension
      payments he received for which he was not eligible must be repaid to the
      Trust upon the direction of the Committee.  The Committee may
      require physical examination of the Participant by such physicians as the
      Committee may designate in order to verify the Participant’s continuing
      Disability, and may terminate payment of a Disability Retirement Pension
      in the event the Participant refuses to undergo such examination, or if
      the Committee determines, on the basis of such an examination or
      otherwise, that the Participant’s Disability has
  ceased.

            


    

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      G-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (5)

            	
              If
      a Participant’s Disability Retirement Pension ceases in accordance with
      Paragraph (4) above,  he will be entitled to benefits in
      accordance with Section G2.07(b) or G2.07(c) (whichever is applicable),
      based upon the benefit formula taken into account in determining the
      amount of his Disability Retirement Pension, provided, however, if the
      Participant returns to the employment of the Company and earns Eligible
      Hours, any additional benefits that may be payable to the Participant by
      reason of such reemployment upon his subsequent Termination of Employment
      will be based upon the benefit formula in effect upon such
      termination.  Any such benefits thereafter payable to such
      Participant will be reduced by the Actuarial Equivalent, based on the
      assumption set forth in Section 1.05 of Appendix A to the Plan, of any
      Disability Retirement Pension payments found by the Committee to have
      Committee to have been made after the Participant recovered from his
      Disability.

            


    

     

    
      	
              (e)

            	
              Reemployment Before
      Pension Commencement Date.  If a Participant who is an
      Appleton Plant Employee and who is entitled to a Retirement Pension is
      reemployed by the Company before his Pension Commencement Date, benefits
      based on his Benefit Service credited after such reemployment will be
      based on the benefit formula in effect at the time of his subsequent
      Termination of Employment.  In such event, the amount of
      Retirement Pension payable with respect to Benefit Service credited prior
      to such reemployment will not be increased by any applicable increase in
      the benefit formula that may have occurred subsequent to the date of such
      previous Termination of Employment, until the Participant has been
      reemployed for a period of continuous active employment of at least 12
      months.

            


    

     

    
      	
              (f)

            	
              Participants Not
      Actively At Work.  If a Participant who is an Appleton
      Plant Employee is not actively at work immediately prior to his
      Termination of Employment because of layoff, medical leave of absence or
      other authorized leave of absence, his Retirement Pension (if any) under
      the Plan will be based on the benefit formula as in effect under the Plan
      no later than the last day that he was actively at work as an Eligible
      Employee.

            


    

     

    
      	
              G2.08

            	
              Special Spouse Benefit
      Inapplicable.  For Participants who are Appleton Plant
      Employees, the “Special Spouse Benefit” described in Article 6 of the Plan
      shall not apply.

            


    

     

    
      	
              G2.09

            	
              Additional Methods of
      Payment Provisions for Appleton Plant Employees.  In
      addition to the methods of payment provisions set forth in Section
      G2.07(d) (relating to Disability Retirement Pension) and Article 7 of the
      Plan, for Participants who are Appleton Plant Employees the following
      additional or alternative provisions regarding methods of payment shall
      apply, subject to the restrictions on electing an optional form of payment
      under Section 7.04 of the Plan:

            


    

     

    
      	
              (a)

            	
              Annuity With Ten Year
      Certain Option.

            


    

     

    
      	
               
      

            	
              (1)

            	
              Subject
      to Section 7.04 of the Plan, a Participant who is an Appleton Plant
      Employee may elect to receive a reduced Retirement Pension payable to him
      monthly during his life which, in the event of the Participant’s death
      prior to

            


    

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      G-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              receiving
      120 monthly payments, will pay the same amount of reduced pension to the
      Participant’s Beneficiary until a combined total of 120 monthly payments
      have been made.

            


    

     

    
      	
               
      

            	
              (2)

            	
              In
      the event of the Participant’s death before his Pension Commencement Date,
      his election of the ten year certain option will be null and
      void.  If the Beneficiary dies before the Participant Pension
      Commencement Date, the election of the ten year certain option will be
      considered null and void unless the Participant designates a new
      Beneficiary before his Pension Commencement
  Date.

            


    

     

    
      	
              (b)

            	
              Beneficiary Under Ten
      Year Certain Option.

            


    

     

    
      	
               
      

            	
              (1)

            	
              Subject
      to the further provisions of this Section G2.09(b), each Participant who
      elects the ten year certain option described in Section G2.09(a)(1) above
      may designate a person (who may be an individual, a trust, or his
      executors or administrators) as his Beneficiary under such
      option.  Such designation shall be made by executing and filing
      with the Committee a written designation of beneficiary, in such form and
      at such time as may be prescribed by the
  Committee.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Notwithstanding
      Paragraph (1) above, a Participant’s sole Beneficiary shall be his
      Surviving Spouse, if the Participant has a Surviving Spouse, unless the
      Participant has designated another Beneficiary with Spousal
      Consent.  The provisions of this Paragraph (2) shall not apply
      with respect to a Spouse whom the Participant married after his Pension
      Commencement Date.

            


    

     

    
      	
               
      

            	
              (3)

            	
              A
      Participant may, at any time and from time to time in such manner as the
      Committee shall prescribe, change his designated Beneficiary, but, in any
      case where the provisions of Paragraph (2) apply, any such designation
      which has the effect of naming a person other than the Surviving Spouse as
      sole Beneficiary shall be made only with Spousal
  Consent.

            


    

     

    
      	
               
      

            	
              (4)

            	
              If
      a Participant has failed effectively to designate a Beneficiary, or a
      Beneficiary previously designated has predeceased the Participant and no
      alternative designation has become effective, the Beneficiary will be the
      Participant’s Surviving Spouse, or, if none, will be the Participant’s
      estate.  Any amounts remaining due under this Plan to a
      Beneficiary at the time of the Beneficiary’s death will, unless otherwise
      provided by the Participant in his designation of beneficiary, be paid to
      the Beneficiary’s estate.

            


    

     

    
      	
               
      

            	
              (5)

            	
              If
      the Beneficiary cannot be located for a period of one year following the
      Participant’s death despite mailing to the Beneficiary’s last known
      address and has not made written claim within such period to the
      Committee, such Beneficiary will be treated as having predeceased the
      Participant.  The foregoing provisions of this Paragraph (5)
      shall not apply to the Participant’s Surviving Spouse if such Spouse is
      the Participant’s presumptive Beneficiary under Paragraph
    (2).

            


    

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      G-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (6)

            	
              Any
      payments owing to a Participant’s or Beneficiary’s estate under this Plan
      will be commuted and paid in a single lump sum Actuarially Equivalent to
      the value of such payments.

            


    

     

    
      	
               
      

            	
              (7)

            	
              The
      foregoing provisions of this Section G2.09(b) shall not apply with respect
      to any Participant who dies on or after January 1, 1985 and has one paid
      Hour of Service or one hour of paid leave under the Plan or the Appleton
      Plant Plan on or after August 23, 1984.  The provisions of
      Section 7.07 of the Appleton Plant Plan as in effect on January 1, 1984
      shall apply with respect to all other
  Participants.

            


    

     

    
      	
              (c)

            	
              Contingent Annuitant
      Option.

            


    

     

    
      	
               
      

            	
              (1)

            	
              Subject
      to Section 7.04 of the Plan, a Participant who is an Appleton Plant
      Employee may elect the contingent annuitant option which will provide a
      reduced monthly amount of Retirement Pension for the lifetime of the
      Participant and for the continuance of 50%, 75% or 100% of such reduced
      monthly amount to a contingent annuitant named by the Participant, if
      living after the Participant’s death, to be paid for the remainder of the
      contingent annuitant’s lifetime.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Each
      Participant who elects the contingent annuitant option must designate a
      contingent annuitant thereunder by executing and filing with the Committee
      a written designation thereof, in such form and at such time as may be
      prescribed by the Committee.

            


    

     

    
      	
               
      

            	
              (3)

            	
              If
      either a Participant or his contingent annuitant dies before his Pension
      Commencement Date, the Participant’s election of this option will be null
      and void.  If the contingent annuitant dies before the
      Participant but after the Participant’s Pension Commencement Date, no
      benefits will be payable under this option upon the death of the
      Participant, but the Participant’s Retirement Pension will continue to be
      payable to him during his life in the reduced amount provided under the
      option.

            


    

     

    
      	
               
      

            	
              (4)

            	
              An
      election of this option other than with the Participant’s Spouse as the
      contingent annuitant will be given effect only if the Actuarial Value of
      the payments to be made to the Participant under the option is more than
      50% of the Actuarial Value of all payments to be made under the option and
      such payments are in accordance with the requirements of Prop. Reg.
      1.401(a)(9)-2.

            


    

     

    
      	
              G2.10

            	
              Additional or
      Alternative Actuarial Assumptions.  The following
      additional or alternative actuarial assumptions shall apply, as
      applicable, with respect to a Participant who is an Appleton Plant
      Employee in lieu of any actuarial assumptions given in Appendix A to the
      Plan which would otherwise apply.  The actuarial assumptions set
      forth in Appendix A or this Section G2.10, as applicable, shall be used to
      determine benefits for Participants who are Appleton Plant Employees and
      who either separate from service or accrue benefits on or after January 1,
      1984.  For all other such Participants, actuarial determinations
      governing benefits under the Plan or the Appleton Plant Plan shall be made
      in accordance with the Appleton Plant Plan as in effect before January 1,
      1984.

            


    

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      G-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (a)

            	
              50% Joint and
      Surviving Spouse Annuity; 50% Contingent Annuitant
      Option.  The following table shows the percentage of the
      basic monthly Retirement Pension payable to a Participant who is an
      Appleton Plant Employee and continuing to the Surviving Spouse or
      contingent annuitant at one-half the rate (i.e., 50%) after the
      Participant’s death during the remaining lifetime of such spouse or other
      person:

            


    

     

    
      	
              Age
      of

              Surviving

              Spouse

            	 
      	
              Age
      of Participant

            
	 
      	
              55

            	
              56

            	
              57

            	
              58

            	
              59

            	
              60

            	
              61

            	
              62

            	
              63

            	
              64

            	
              65

            
	
              65

            	
              97.5

            	
              97.3

            	
              97.0

            	
              96.7

            	
              96.3

            	
              96.0

            	
              95.6

            	
              95.1

            	
              94.7

            	
              94.1

            	
              93.6

            
	
              64

            	
              97.3

            	
              97.0

            	
              96.7

            	
              96.4

            	
              96.0

            	
              95.7

            	
              95.2

            	
              94.8

            	
              94.3

            	
              93.7

            	
              93.1

            
	
              63

            	
              97.1

            	
              96.8

            	
              96.5

            	
              96.1

            	
              95.7

            	
              95.3

            	
              94.9

            	
              94.4

            	
              93.8

            	
              93.2

            	
              92.6

            
	
              62

            	
              96.8

            	
              96.5

            	
              96.2

            	
              95.8

            	
              95.4

            	
              95.0

            	
              94.5

            	
              94.0

            	
              93.4

            	
              92.8

            	
              92.1

            
	
              61

            	
              96.6

            	
              96.3

            	
              95.9

            	
              95.5

            	
              95.1

            	
              94.6

            	
              94.1

            	
              93.6

            	
              92.9

            	
              92.3

            	
              91.6

            
	
              60

            	
              96.4

            	
              96.0

            	
              95.6

            	
              95.2

            	
              94.7

            	
              94.2

            	
              93.7

            	
              93.1

            	
              92.5

            	
              91.8

            	
              91.0

            
	
              59

            	
              96.1

            	
              95.7

            	
              95.3

            	
              94.9

            	
              94.4

            	
              93.9

            	
              93.3

            	
              92.7

            	
              92.0

            	
              91.3

            	
              90.5

            
	
              58

            	
              95.8

            	
              95.4

            	
              95.0

            	
              94.5

            	
              94.0

            	
              93.5

            	
              92.9

            	
              92.2

            	
              91.5

            	
              90.8

            	
              90.0

            
	
              57

            	
              95.5

            	
              95.1

            	
              94.7

            	
              94.2

            	
              93.6

            	
              93.1

            	
              92.5

            	
              91.8

            	
              91.1

            	
              90.3

            	
              89.4

            
	
              56

            	
              95.3

            	
              94.8

            	
              94.3

            	
              93.8

            	
              93.3

            	
              92.7

            	
              92.0

            	
              91.3

            	
              90.6

            	
              89.8

            	
              88.9

            
	
              55

            	
              95.0

            	
              94.5

            	
              94.0

            	
              93.5

            	
              92.9

            	
              92.3

            	
              91.6

            	
              90.9

            	
              90.1

            	
              89.2

            	
              88.4

            
	
              54

            	
              94.7

            	
              94.2

            	
              93.7

            	
              93.1

            	
              92.5

            	
              91.8

            	
              91.1

            	
              90.4

            	
              89.6

            	
              88.7

            	
              87.8

            
	
              53

            	
              94.4

            	
              93.8

            	
              93.3

            	
              92.7

            	
              92.1

            	
              91.4

            	
              90.7

            	
              89.9

            	
              89.1

            	
              88.2

            	
              87.3

            
	
              52

            	
              94.0

            	
              93.5

            	
              92.9

            	
              92.3

            	
              91.7

            	
              91.0

            	
              90.2

            	
              89.4

            	
              88.6

            	
              87.7

            	
              86.7

            
	
              51

            	
              93.7

            	
              93.2

            	
              92.6

            	
              91.9

            	
              91.3

            	
              90.5

            	
              89.8

            	
              89.0

            	
              88.1

            	
              87.1

            	
              86.2

            
	
              50

            	
              93.4

            	
              92.8

            	
              92.2

            	
              91.5

            	
              90.9

            	
              90.1

            	
              89.3

            	
              88.5

            	
              87.6

            	
              86.6

            	
              85.7

            


    

     

    An
interpolation shall be made for the age of the Participant on the basis of full
years and months as of the date of retirement.  Age for the spouse or
contingent annuitant shall be rounded to the nearest even age in full years as
of the date of the Participant’s retirement.  Factors for other ages
shall be determined on a comparable basis and are available upon
request.

     

    
      	
               
      (b)

            	
              75%
      Contingent Annuitant Option.  The following table shows the
      percentage of the basic monthly Retirement Pension payable to a
      Participant who is an Appleton Plant Employee and continuing to the
      contingent annuitant at three-fourths the rate (i.e., 75%) after the
      Participant’s death during the remaining lifetime of such
      person:

            


    

     

     

     

    
      	
              Age
      of

              Surviving

              Spouse

            	 
      	
              Age
      of Participant

               

            
	 
      	
              55

            	
              56

            	
              57

            	
              58

            	
              59

            	
              60

            	
              61

            	
              62

            	
              63

            	
              64

            	
              65

            
	
              65

            	
              96.3

            	
              95.9

            	
              95.5

            	
              95.1

            	
              94.6

            	
              94.1

            	
              93.5

            	
              92.9

            	
              92.2

            	
              91.5

            	
              90.7

            
	
              64

            	
              96.0

            	
              95.6

            	
              95.2

            	
              94.7

            	
              94.2

            	
              93.6

            	
              93.0

            	
              92.4

            	
              91.6

            	
              90.8

            	
              90.0

            
	
              63

            	
              95.7

            	
              95.3

            	
              94.8

            	
              94.3

            	
              93.7

            	
              93.1

            	
              92.5

            	
              91.8

            	
              91.0

            	
              90.2

            	
              89.3

            
	
              62

            	
              95.3

            	
              94.9

            	
              94.4

            	
              93.9

            	
              93.3

            	
              92.7

            	
              92.0

            	
              91.2

            	
              90.4

            	
              89.5

            	
              88.6

            
	
              61

            	
              95.0

            	
              94.5

            	
              94.0

            	
              93.4

            	
              92.8

            	
              92.1

            	
              91.4

            	
              90.6

            	
              89.8

            	
              88.9

            	
              87.9

            
	
              60

            	
              94.6

            	
              94.1

            	
              93.6

            	
              93.0

            	
              92.3

            	
              91.6

            	
              90.9

            	
              90.0

            	
              89.1

            	
              88.2

            	
              87.1

            
	
              59

            	
              94.3

            	
              93.7

            	
              93.1

            	
              92.5

            	
              91.8

            	
              91.1

            	
              90.3

            	
              89.4

            	
              88.5

            	
              87.5

            	
              86.4

            
	
              58

            	
              93.9

            	
              93.3

            	
              92.7

            	
              92.0

            	
              91.3

            	
              90.5

            	
              89.7

            	
              88.8

            	
              87.8

            	
              86.8

            	
              85.7

            
	
              57

            	
              93.5

            	
              92.9

            	
              92.2

            	
              91.5

            	
              90.8

            	
              90.0

            	
              89.1

            	
              88.2

            	
              87.2

            	
              86.1

            	
              84.9

            
	
              56

            	
              93.1

            	
              92.4

            	
              91.7

            	
              91.0

            	
              90.2

            	
              89.4

            	
              88.5

            	
              87.5

            	
              86.5

            	
              85.4

            	
              84.2

            
	
              55

            	
              92.6

            	
              92.0

            	
              91.3

            	
              90.5

            	
              89.7

            	
              88.8

            	
              87.9

            	
              86.9

            	
              85.8

            	
              84.7

            	
              83.5

            
	
              54

            	
              92.2

            	
              91.5

            	
              90.8

            	
              90.0

            	
              89.1

            	
              88.2

            	
              87.3

            	
              86.2

            	
              85.1

            	
              84.0

            	
              82.8

            
	
              53

            	
              91.8

            	
              91.0

            	
              90.3

            	
              89.5

            	
              88.6

            	
              87.6

            	
              86.7

            	
              85.6

            	
              84.5

            	
              83.3

            	
              82.1

            
	
              52

            	
              91.3

            	
              90.6

            	
              89.8

            	
              88.9

            	
              88.0

            	
              87.1

            	
              86.0

            	
              84.9

            	
              83.8

            	
              82.6

            	
              81.3

            
	
              51

            	
              90.9

            	
              90.1

            	
              89.3

            	
              88.4

            	
              87.4

            	
              86.5

            	
              85.4

            	
              84.3

            	
              83.1

            	
              81.9

            	
              80.6

            
	
              50

            	
              90.4

            	
              89.6

            	
              88.7

            	
              87.8

            	
              86.9

            	
              85.9

            	
              84.8

            	
              83.7

            	
              82.5

            	
              81.2

            	
              79.9

            


    

     

    An
interpolation shall be made for the age of the Participant on the basis of full
years and months as of the date of retirement.  Age for the contingent
annuitant shall be rounded to the nearest even age in full years as of the date
of the Participant’s retirement.  Factors for other ages shall be
determined on a comparable basis and are available upon request.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               
      (c)

            	
                    
                100% Contingent Annuitant Option.  The
      following table shows the percentage of the basic monthly Retirement
      Pension payable to a Participant who is an Appleton Plant Employee and
      continuing to the contingent annuitant at the same rate (i.e., 100%) after
      the Participant’s death during the remaining lifetime of such
      person:

              

            


    

     

     

    
      	
              Age
      of

              Surviving

              Spouse

            	 
      	
              Age
      of Participant

               

            
	 
      	
              55

            	
              56

            	
              57

            	
              58

            	
              59

            	
              60

            	
              61

            	
              62

            	
              63

            	
              64

            	
              65

            
	
              65

            	
              95.1

            	
              94.6

            	
              94.1

            	
              93.6

            	
              92.9

            	
              92.3

            	
              91.5

            	
              90.7

            	
              89.9

            	
              88.9

            	
              88.0

            
	
              64

            	
              94.7

            	
              94.2

            	
              93.7

            	
              93.1

            	
              92.4

            	
              91.7

            	
              90.9

            	
              90.1

            	
              89.1

            	
              88.1

            	
              87.1

            
	
              63

            	
              94.3

            	
              93.8

            	
              93.2

            	
              92.5

            	
              91.8

            	
              91.1

            	
              90.2

            	
              89.4

            	
              88.4

            	
              87.3

            	
              86.2

            
	
              62

            	
              93.9

            	
              93.3

            	
              92.7

            	
              92.0

            	
              91.2

            	
              90.4

            	
              89.5

            	
              88.6

            	
              87.6

            	
              86.5

            	
              85.3

            
	
              61

            	
              93.4

            	
              92.8

            	
              92.1

            	
              91.4

            	
              90.6

            	
              89.8

            	
              88.9

            	
              87.9

            	
              86.8

            	
              85.7

            	
              84.4

            
	
              60

            	
              93.0

            	
              92.3

            	
              91.6

            	
              90.8

            	
              90.0

            	
              89.1

            	
              88.2

            	
              87.1

            	
              86.0

            	
              84.8

            	
              83.5

            
	
              59

            	
              92.5

            	
              91.8

            	
              91.0

            	
              90.2

            	
              89.4

            	
              88.4

            	
              87.4

            	
              86.4

            	
              85.2

            	
              84.0

            	
              82.7

            
	
              58

            	
              92.0

            	
              91.3

            	
              90.5

            	
              89.6

            	
              88.7

            	
              87.7

            	
              86.7

            	
              85.6

            	
              84.4

            	
              83.1

            	
              81.8

            
	
              57

            	
              91.5

            	
              90.7

            	
              89.9

            	
              89.0

            	
              88.1

            	
              87.0

            	
              86.0

            	
              84.8

            	
              83.6

            	
              82.3

            	
              80.9

            
	
              56

            	
              91.0

            	
              90.1

            	
              89.3

            	
              88.4

            	
              87.4

            	
              86.3

            	
              85.2

            	
              84.0

            	
              82.8

            	
              81.4

            	
              80.0

            
	
              55

            	
              90.4

            	
              89.6

            	
              88.7

            	
              87.7

            	
              86.7

            	
              85.6

            	
              84.5

            	
              83.2

            	
              81.9

            	
              80.6

            	
              79.1

            
	
              54

            	
              89.9

            	
              89.0

            	
              88.1

            	
              87.1

            	
              86.0

            	
              84.9

            	
              83.7

            	
              82.5

            	
              81.1

            	
              79.7

            	
              78.3

            
	
              53

            	
              89.3

            	
              88.4

            	
              87.4

            	
              86.4

            	
              85.3

            	
              84.2

            	
              83.0

            	
              81.7

            	
              80.3

            	
              78.9

            	
              77.4

            
	
              52

            	
              88.7

            	
              87.8

            	
              86.8

            	
              85.7

            	
              84.6

            	
              83.5

            	
              82.2

            	
              80.9

            	
              79.5

            	
              78.0

            	
              76.6

            
	
              51

            	
              88.3

            	
              87.2

            	
              86.2

            	
              85.1

            	
              83.9

            	
              82.7

            	
              81.5

            	
              80.1

            	
              78.7

            	
              77.2

            	
              75.7

            
	
              50

            	
              87.6

            	
              86.6

            	
              85.5

            	
              84.4

            	
              83.2

            	
              82.0

            	
              80.7

            	
              79.3

            	
              77.9

            	
              76.4

            	
              74.9

            


    

     

    An
interpolation shall be made for the age of the Participant on the basis of full
years and months as of the date of retirement.  Age for the contingent
annuitant shall be rounded to the nearest even age in full years as of the date
of the Participant’s retirement.  Factors for other ages shall be
determined on a comparable basis and are available upon request.

     

    
      	
              (d)

            	
              Annuity with Ten Year
      Certain Option.  The following table shows the percentage
      of the basic monthly Retirement Pension payable to a Participant who is an
      Appleton Plant Employee for the lifetime of the Participant, with a
      guarantee of 120 monthly payments:

            


    

     

    
      	
              Age
      at

              Retirement

            	
              Percentage

            
	
              65
      (or over)

            	
              95.26

            
	
              64

            	
              95.74

            
	
              63

            	
              96.16

            
	
              62

            	
              96.53

            
	
              61

            	
              96.86

            
	
              60

            	
              97.15

            
	
              59

            	
              97.42

            
	
              58

            	
              97.66

            
	
              57

            	
              97.89

            
	
              56

            	
              98.09

            
	
              55

            	
              98.28

            


    

     

    An
interpolation shall be made for the age of the Participant on the basis of full
years and months as of the date of retirement.  Factors for other ages
shall be determined on a comparable basis and are available upon
request.

     

    
      	
              (e)

            	
              Additional Factors for
      Code Section 415 Limits.  In addition to the interest
      rate and mortality tables listed at Section 1.04 of Appendix A to the
      Plan, the following factors shall apply to Appleton Plant
      Employees:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Interest:  For
      Retirement Pensions payable in a form other than an annuity for life only
      or a qualified joint and survivor annuity, 5% shall be
    used.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Mortality:  For
      payments made prior to July 1, 1996, the 1971 Group Annuity Mortality
      Table projected to 1978 according to Scale E (males, 3 year
      setback).

            


    

     

    
      	
              (f)

            	
              Suspended or Duplicate
      Benefits.  For purposes of all calculations to which
      Section 1.05 of Appendix A to the Plan applies, for Participants who are
      Appleton Plant Employees, the following factors shall
    apply:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Interest:  8.25%.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Mortality:  The
      1971 Group Annuity Mortality Table projected to 1978 according to Scale E
      (males, 3 year setback).

            


    

     

    
      	
              (g)

            	
              All Other
      Equivalencies.  For purposes of all calculations to which
      Section 1.08 of Appendix A to the Plan applies, for Participants who are
      Appleton Plant Employees, the Mortality Table used shall be the 1971 Group
      Annuity Mortality Table projected to 1978 according to Scale E (males, 3
      year setback).

            


    

     

    
      	
              G2.11

            	
              2002 Special
      Retirement Enhancement
Program.

            


    

     

    
      	
              (a)

            	
              This
      Section G2.11 shall apply to Appleton Plant Employees who are Plan
      Participants, are actively employed by the Company on May 1, 2002, and
      who, as of August 1, 2002,

            


    

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      G-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              have
      or will have accrued not fewer than ten (10) years of Vesting Service and
      are not less than fifty-five (55) years of age (an “Eligible Appleton
      Plant Participant”).

            


    

     

    
      	
              (b)

            	
              If
      an Eligible Appleton Plant Participant elects, during a fixed period of
      time established by the Company, voluntarily to retire from the service of
      the Company in accordance with the terms of the 2002 Special Retirement
      Enhancement Program for Appleton Plant Hourly Employees, such Participant
      shall be eligible to receive a Retirement Pension under this Section G2.11
      in lieu of any other Retirement Pension provided under Supplement G,
      Article 2 of the Plan.  Such election shall be made on a form
      and in the manner prescribed by the Plan
  Administrator.

            


    

     

    
      	
              (c)

            	
              An
      Eligible Appleton Plant Participant who makes the election described in
      subsection (b) above shall receive the following enhancements to the
      Retirement Pension such Participant is otherwise entitled to receive under
      the Plan:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Five
      (5) Years shall be added to the Eligible Appleton Plant Participant’s
      accrued Years of Benefit Service;
and

            


    

     

    
      	
               
      

            	
              (2)

            	
              Five
      (5) Years shall be added to the Eligible Appleton Plant Participant’s
      attained age, determined as of August 1, 2002, for purposes of calculating
      the reduction for commencement prior Normal Retirement Age specified in
      Section G2.07(b).

            


    

     

    
      	
              (d)

            	
              An
      election made under subsection (b) above shall be effective August 1,
      2002, unless an earlier Retirement Date is agreed in writing by and
      between the electing Participant and the Plan
      Administrator.  For purposes of this Section G2.11, an Eligible
      Appleton Plant Participant’s “Retirement Date” shall be the first day of
      the month coincident with or next following the Participant’s actual
      Termination of Employment with the Company, and the benefit multiplier
      shall in all events be $36.50.

            


    

     

    * * * *
*


    
      
        
          
            	 
      	
                    SUPPLEMENT
      G-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    APPLETON
PAPERS INC.

     

    RETIREMENT
PLAN

     

    (As
Amended Through December 5, 2007)

     

    SUPPLEMENT
H

     

    


     

    Special Provisions
Applicable to

     

    Appleton Employees of the
Roaring Spring, Pennsylvania Mill

     

    Represented by Paper,
Allied-Industrial, Chemical

     

    and Energy Workers
International Union, Local 422

     

    Effective
January 1, 2002, the Retirement Plan for Employees of the Roaring Spring,
Pennsylvania Mill of Appleton Papers, Inc. Represented by Paper,
Allied-Industrial, Chemical and Energy Workers International Union, Local 422
was merged into this Plan.  This Supplement H provides for such merger
and sets forth special provisions of the Plan applicable to current and former
Roaring Spring Mill Employees.

     

    ARTICLE
1

     

    


     

    Merger

     

    
      	
              H1.01

            	
              Special
      Definitions.

            


    

     

    
      	
              (a)

            	
              Roaring
      Spring Mill Plan:  The term “Roaring Spring Mill Plan” means the
      Retirement Plan for Employees of the Roaring Spring, Pennsylvania Mill of
      Appleton Papers, Inc. Represented by Paper, Allied-Industrial, Chemical
      and Energy Workers International Union, Local 422, as in effect
      immediately prior to its merger into the
Plan.

            


    

     

    
      	
              (b)

            	
              API
      Non-Bargaining Unit Plan:  The term “API Non-Bargaining Unit
      Plan,” as well as references in this Supplement H to the “Plan,” means the
      Appleton Papers Inc. Retirement Plan for Non-Bargaining Unit
      Employees.

            


    

     

    
      	
              (c)

            	
              Roaring
      Spring Mill Employee:  The term “Roaring Spring Mill Employee”
      means an hourly employee of the Company employed at its Roaring Spring,
      Pennsylvania mill and represented by the Union, excluding any such
      employee who is eligible to actively participate in any other retirement,
      pension or profit-sharing plan established by the Company or to which the
      Company makes contributions on his behalf (other than the Appleton Papers
      Retirement Savings and Employee Stock Ownership
  Plan).

            


    

     

    
      	
              (d)

            	
              Termination
      of Employment:  The term “Termination of Employment” for
      purposes of this Supplement H for Roaring Spring Mill Employees, in lieu
      of the definition of such term set forth at Section 1.40 of the Plan,
      shall mean a termination of employment, or with respect to a Participant
      or employee who terminates employment, or the like, such term means an
      employee’s ceasing to be in the active employ of the Company (irrespective
      of any seniority rights or recall rights) for any reason (including quit,
      discharge, disability, layoff, retirement, or entrance into military
      service) other than death or an authorized leave of
    absence.

            


    

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      H-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (e)

            	
              Union:  The
      term “Union” means the Paper, Allied-Industrial, Chemical and Energy
      Workers International Union, Local
422.

            


    

     

    
      	
              H1.02

            	
              Effective
      Date.  The effective date of the merger of the Roaring
      Spring Mill Plan into the API Non-Bargaining Unit Plan is January 1,
      2002.

            


    

     

    
      	
              H1.03

            	
              Transfer of Trust
      Assets and Liabilities.  The assets and liabilities
      constituting the trust fund under the Roaring Spring Mill Plan shall be
      merged into and become a part of the trust fund under the API
      Non-Bargaining Unit Plan, effective January 1,
  2002.

            


    

     

    
      	
              H1.04

            	
              Transfer of Benefit
      Obligations from Roaring Spring Mill Plan.  All
      Participants and beneficiaries having a beneficial interest in or with
      respect to the Roaring Spring Mill Plan on or as of January 1, 2002,
      shall, on and after January 1, 2002, look solely to the API Non-Bargaining
      Unit Plan for such benefits, in lieu of any and all interest they had or
      may have had with respect to the Roaring Spring Mill
  Plan.

            


    

     

    
      	
              H1.05

            	
              No Acceleration of
      Vesting.  In no event shall the merger of the Roaring
      Spring Mill Plan into this Plan operate to accelerate any Participant’s
      vested interest in an Accrued Benefit under the Roaring Spring Mill Plan
      subject in all events to the requirements of Code Section
      411(a)(10).

            


    

     

    
      	
              H1.06

            	
              Effect of Compliance
      Amendments.  The API Non-Bargaining Unit Plan was amended
      effective January 1, 2002 (with retroactive effect, as and where
      applicable, to comply with the legislation collectively known as “GUST”);
      such amendments which were made to conform the Plan to the law shall be
      deemed to have been made in the same manner and effective as of the same
      time with respect to the corresponding provisions of the Roaring Spring
      Mill Plan prior to the merger.

            


    

     

    ARTICLE
2

     

    


     

    Special
Provisions

     

    
      	
              H2.01

            	
              Participation.  Effective
      January 1, 2002, the term “Participant” shall include Roaring Spring Mill
      Employees who were Participants (or beneficiaries) under the Roaring
      Spring Mill Plan as of December 31, 2001.  Further, the term
      “Eligible Employee” under the Plan shall include a Roaring Spring Mill
      Employee.  Eligible Employees who are Roaring Spring Mill
      Employees and whose Employment Date is January 1, 2002 or later shall
      become Participants in the Plan as set forth in Article 2
      thereof.

            


    

     

    
      	
              H2.02

            	
              Break in
      Service.  In addition to the provisions regarding Breaks
      in Service set forth in Section 1.07 of the Plan, the following shall
      apply with respect to Roaring Spring Mill
  Employees:

            


    

     

    
      	
              (a)

            	
              Solely
      for purposes of determining whether a Break in Service has occurred for
      eligibility and vesting purposes, Hours of Service shall include each
      hour, in addition to Hours of Service as determined in Sections 4.01 and
      4.02 of the Plan, that would be a regularly scheduled working hour for the
      Company but for the employee’s absence for such layoff during a period not
      to exceed 12 months or the period during which he has recall
      rights

            


    

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      H-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              under
      the collective bargaining agreement with the Union, if greater, up to a
      maximum of 36 months, provided that he returns to work with the Company
      within 2 weeks of any recall.

            


    

     

    
      	
              (b)

            	
              Reserved.

            


    

     

    
      	
              H2.03

            	
              Alternative Provisions
      Regarding Hours of Service.  As alternatives to the
      corresponding provisions regarding Hours of Service set forth in Section
      4.01 of the Plan, the following shall be counted as Hours of Service with
      respect to Roaring Spring Mill
Employees:

            


    

     

    
      	
              (a)

            	
              Sick Leave or
      Disability.  8 hours per day of absence from employment
      with the Company on account of sickness or disability, up to a maximum of
      40 hours per week and an overall maximum of 26 weeks per period of
      absence, reduced by any such hours which are credited as Hours of Service
      under Section 4.01(a)(2) of the
Plan.

            


    

     

    
      	
              (b)

            	
              Authorized Leave of
      Absence.  8 hours per day of absence for any leave of
      absence authorized by the Company in accordance with uniform rules
      applicable to all employees similarly situated, up to a maximum of 40
      hours per week and an overall maximum of 13 weeks per period of absence,
      reduced by any such hours which are credited as Hours of Service under
      Section 4.01(a)(2) of the Plan.

            


    

     

    
      	
              H2.04

            	
              Vesting
      Service.  A Participant who is a Roaring Spring Mill
      Employee shall be credited with Vesting Service as
  follows:

            


    

     

    
      	
              (a)

            	
              A
      Participant will be credited with Vesting Service as of January 1, 1976
      equal to the full years and months (at the rate of 173 hours for each
      completed month) of “credited service” standing to his credit on December
      31, 1975 under the provisions of the Roaring Spring Mill Plan then in
      effect, and

            


    

     

    
      	
              (b)

            	
              for
      each Plan Year beginning on or after January 1, 1976, he will be credited
      with 1 year of Vesting Service for each Plan Year in which he has at least
      1,000 Hours of Service (whether before or after the date he became a
      Participant).

            


    

     

    
      	
              H2.05

            	
              Benefit
      Service.  A Participant who is a Roaring Spring Mill
      Employee shall receive Benefit Service as
  follows:

            


    

     

    
      	
              (a)

            	
              Prior to January 1,
      1971:  Benefit Service prior to January 1, 1971 will be
      the total of each of the following:

            


    

     

    
      	
               
      

            	
              (1)

            	
              each
      full year of participation in the Original Trust (defined hereby to mean
      the Combined Locks Profit Sharing Retirement Trust established by Trust
      Agreement January 9, 1947, as amended) prior to January 1, 1971 and
      subsequent to December 31, 1946 as defined in Section 6(g) of The Roaring
      Spring Mill Retirement Trust United Paper Makers and Paper Workers, Local
      422 as in effect on November 16,
1977;

            


    

     

    
      	
               
      

            	
              (2)

            	
              each
      year of employment defined by the Original Trust and required by the
      Original Trust for the completion of its eligibility requirements in
      accord with the

            


    

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      H-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              terms
      of such Trust as it was in effect at the time any employee may have become
      a Participant thereunder;

            


    

     

    
      	
               
      

            	
              (3)

            	
              each
      full year of employment, as defined by the Original Trust, prior to
      January 1, 1971 and subsequent to December 31, 1946 during which a
      Participant hereunder could have participated in the Original Trust but
      chose not to do so, such years being designated as “nonparticipating
      eligibility benefit service;” and

            


    

     

    
      	
               
      

            	
              (4)

            	
              the
      period of full-time continuous employment, as defined under the Original
      Trust, prior to January 1, 1947.

            


    

     

    
      	
              (b)

            	
              Between January 1,
      1971 and January 1, 1976:  Benefit Service between
      January 1, 1971 and January 1, 1976 will be the years (and fractions of a
      year in completed months) of “credited service” as defined in the Roaring
      Spring Mill Plan as in effect on December 31, 1975, for the period January
      1, 1971 through December 31, 1975.

            


    

     

    
      	
              (c)

            	
              On and After January
      1, 1976:  For Plan Years beginning on and after January
      1, 1976, Benefit Service will be granted to each Participant on the basis
      of his total Hours of Service during such year and prior to his Normal
      Retirement Date which are attributable to employment as an Eligible
      Employee (“Eligible Hours”).  For this purpose, Hours of Service
      credited for periods of absence from employment which immediately follow
      employment as an Eligible Employee shall be deemed to be attributable to
      employment as an Eligible Employee.  Any calendar year
      subsequent to calendar year 1975 in which the Participant has 2,000
      Eligible Hours will count as a full year of Benefit
      Service.  Where the Participant’s total Eligible Hours of during
      such calendar year are less than 2,000, a fraction of a year of Benefit
      Service will be credited based on the ratio of his actual Eligible Hours
      during such year to 2,000, rounded up to the nearest
  tenth.

            


    

     

    
      	
              (d)

            	
              Conversion of Pre-1976
      Years.  In the conversion of the aggregate credited
      service accrued prior to January 1, 1976 into years (and fractions
      thereof) of Benefit Service, any completed months of such aggregate shall
      be converted to 10ths of a year of Benefit Service by converting each such
      month to 166 hours and dividing by
2,000.

            


    

     

    
      	
              H2.06

            	
              Service Prior to Break
      in Service.  A Participant who is a Roaring Spring Mill
      Employee shall be credited with service prior to a Break in Service in
      accordance with the following:

            


    

     

    
      	
              (a)

            	
              If
      an employee with no vested rights under the Plan incurs five consecutive
      Breaks in Service, and if the number of consecutive Breaks in Service
      equals or exceeds the employee’s aggregate years of Vesting Service as of
      the first such Break in Service, all of his Benefit Service and Vesting
      Service prior to such first Break in Service shall be forever lost and
      forfeited.

            


    

     

    
      	
              (b)

            	
              Such
      aggregate number of years of Vesting Service shall not include any years
      of Vesting Service that may be disregarded by reason of a prior
      application of this Section H2.06 or corresponding provisions of the
      Roaring Spring Mill Plan as previously in
  effect.

            


    

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      H-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (c)

            	
              Notwithstanding
      the foregoing, a Participant’s Vesting Service and Benefit Service shall
      not include any Vesting Service or Benefit Service which would be lost as
      of December 31, 1984 under the provisions of Section 4.05 of the Roaring
      Spring Mill Plan as in effect prior to January 1,
  1985.

            


    

     

    
      	
              H2.07

            	
              Additional Provision
      Regarding Service with Affiliates, etc.  For a
      Participant who is a Roaring Spring Mill Employee, in addition to the
      provisions governing service with an Affiliate under Section 4.07 of the
      Plan, no disability Retirement Benefit will be payable in the event of a
      disability-caused Termination of Employment while employed by an
      Affiliate.

            


    

     

    
      	
              H2.08

            	
              Retirement
      Pensions.  The following provisions regarding a
      Participant’s Retirement Pension shall apply to Participants who are
      Roaring Spring Mill Employees, except that any additional provisions
      regarding Retirement Pensions contained in the Plan not superseded by the
      following shall continue to apply to such
  Participants.

            


    

     

    
      	
              (a)

            	
              Retirement
      At or After Normal Retirement Age.

            


    

     

    
      	
               
      

            	
              (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)]

            
	
              11/17/90

            	
              11/17/91

            	
              $20.00

            	
              $11.50

            
	
              11/17/91

            	
              11/17/92

            	
              $21.00

            	
              $12.00

            
	
              11/17/92

            	
              11/17/93

            	
              $22.00

            	
              $12.50

            
	
              11/17/93

            	
              11/17/94

            	
              $23.00

            	
              $13.00

            
	
              11/17/94

            	
              11/17/97

            	
              $24.00

            	
              $13.00

            
	
              11/17/97

            	
              11/17/98

            	
              $28.00

            	
              $13.50

            
	
              11/17/98

            	
              11/17/99

            	
              $29.50

            	
              $14.00

            
	
              11/17/99

            	
              11/17/00

            	
              $30.50

            	
              $14.50

            
	
              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

            	
               -
      - - - -

            	
              $41.00

            	
              $15.00

            


    

     

    See prior
plan document for Roaring Spring Mill Plan for benefit formula for Termination
of Employment dates prior to November 17, 1990.

     

    
      	 	
               
      (2)

            	
                    
                Notwithstanding any statements to the contrary set forth herein,
      the monthly benefit determined under Paragraph (1) above with respect to
      Benefit Service described in Section H2.05(a)(1)(A) and (C) shall be
      reduced by the amount of monthly annuity which is the Actuarial Equivalent
      of the Participant’s share of the Trust Fund as defined and made available
      under the terms of The Roaring Spring Retirement Trust United Paper Makers
      and Paper Workers, Local 422, as in effect at the time the benefit is
      payable under the terms of this Plan, stated as a full cash refund annuity
      determined in accordance with the actuarial assumptions set forth in
      Section H2.11(f) of this Plan.  (The actual distribution to any
      Participant under The Roaring Spring Retirement Trust United Paper Makers
      and Paper Workers, Local 422, shall not be subject to any effect by the
      provisions of this Plan and shall be payable only in accord with the rules
      of that Trust.)

              

            


    

     

     

    
      	
               
      

            	
              (3)

            	
              Notwithstanding
      any other provision of the Plan, if a Participant is credited with an Hour
      of Service on or after January 1, 1988, the amount of the Normal
      Retirement Pension of such Participant, if he continues in employment his
      Normal Retirement Date, will be calculated based on Benefit Service
      accrued before and after his Normal Retirement
  Date.

            


    

     

    
      	
              (b)

            	
              Early Retirement
      Pension.

            


    

     

    
      	
               
      

            	
              (1)

            	
              If
      a Participant who is a Roaring Spring Mill Employee terminates employment
      on or after the date he has both reached age 55 and completed at least 10
      years of Vesting Service (and before his Normal Retirement Age), he will
      be eligible to receive an Early Retirement
  Pension.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Such
      Early Retirement Pension will be whichever benefit described in Paragraphs
      (A) or (B) below as the Participant elects, in a time and manner as the
      Committee may prescribe:

            


    

     

    
      	
               
      

            	
              (A)

            	
              Payment at Normal
      Retirement Date.  A Retirement Pension starting on his
      Normal Retirement Date in a monthly amount determined under Section
      H2.08(a) based on his Benefit Service and the benefit formula in effect at
      his Termination of Employment.

            


    

     

    
      	
               
      

            	
              (B)

            	
              Payment
      Before Normal Retirement Date.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Effective
      as of November 12, 2001, a Retirement Pension starting on the first day of
      any month coincident with or following the date his employment terminates
      and before his Normal Retirement Date, in a monthly amount determined
      under Paragraph (A) above, reduced as
follows:

            


    

     

    
      	
              Age
      at

              Pension

              Commencement

                        Date          

            	
              Percentage
      of

              Pension
      Payable

              Prior
      to Normal

              Retirement Date

            
	
              64

            	
              100%

            
	
              63

            	
              100%

            
	
              62

            	
              100%

            
	
              61

            	
              95%

            
	
              60

            	
              90%

            
	
              59

            	
              85%

            
	
              58

            	
              80%

            
	
              57

            	
              75%

            
	
              56

            	
              70%

            
	
              55

            	
              65%

            


    

     

    Prior to
November 12, 2001, the reduction percentages for a Retirement Pension starting
on the first day of any month coincident with or following the date his
employment terminates and before his Normal Retirement Date shall be as
follows:

     

    
      	
              Age
      at

              Pension

              Commencement

                        Date          

            	
              Percentage
      of

              Pension
      Payable

              Prior
      to Normal

              Retirement Date

            
	
              64

            	
              100%

            
	
              63

            	
              100%

            
	
              62

            	
              100%

            
	
              61

            	
              80%

            
	
              60

            	
              75%

            
	
              59

            	
              70%

            
	
              58

            	
              65%

            
	
              57

            	
              60%

            
	
              56

            	
              55%

            
	
              55

            	
              50%

            


    

     

    (An
adjustment will be made by straight line interpolation for ages which are not
integral.)

     

    
      	
              (c)

            	
              Vested Retirement
      Pension.

            



     

    
      	
               
      

            	
              (1)

            	
              Upon
      the Termination of Employment of a Participant who is a Roaring Spring
      Mill Employee and who (A) has accrued at least one Hour of Service on or
      after January 1, 1989, (B) is not eligible for a Retirement Pension under
      Section H2.08(a) or H2.08(b) and (C) has completed at least five (5) years
      of Vesting Service, such Participant will be eligible to receive a vested
      Retirement Pension.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Such
      vested Retirement Pension will start on the Participant’s Normal
      Retirement Date in a monthly amount determined in accordance with Section
      H2.08(a)(1), or if the Participant so elects (in a time and manner as the
      Committee may prescribe), on the first day of any month prior to his
      Normal Retirement Date, and coinciding with or following his 55th
      birthday in a reduced amount as provided in Section
      H2.08(b)(2)(B).

            


    

     

    
      	
              (d)

            	
              Reemployment Before
      Pension Commencement Date.  If a Participant who is a
      Roaring Spring Mill Employee and who is entitled to a Retirement Pension
      is reemployed by the Company before his Pension Commencement Date,
      benefits based on his Benefit Service credited after such reemployment
      will be based on the benefit formula in effect at the time of his
      subsequent Termination of Employment.  In such event, the amount
      of Retirement Pension payable with respect to Benefit Service credited
      prior to such reemployment will not be increased by any applicable
      increase in the benefit formula that may have occurred subsequent to the
      date of such previous Termination of Employment, until the Participant has
      been reemployed for a period of continuous active employment of at least
      12 months.

            


    

     

    
      	
              (e)

            	
              Participants Not
      Actively At Work.  If a Participant who is a Roaring
      Spring Mill Employee is not actively at work immediately prior to his
      Termination of Employment because of layoff, medical leave of absence or
      other authorized leave of absence, his Retirement Pension (if any) under
      this Plan will be based on the benefit formula as in effect under the Plan
      no later than the last day that he was actively at work as an Eligible
      Employee.

            


    

     

    
      	
              (f)

            	
              Total and Permanent
      Disability Benefit.

            


    

     

    
      	
               
      

            	
              (1)

            	
              Application.  The
      benefit provided hereunder is intended to be a disability auxiliary
      benefit as described in Treasury Regulation section 1.401(a)-20;
      A-10(c).  Thus, the annuity starting date for a Participant
      receiving a Total and Permanent Disability benefit does not occur until
      the Participant attains Normal Retirement Age and such Participant’s
      Surviving Spouse, if any, would be entitled to the Pre-Retirement
      Surviving Spouse Annuity described in Article 6 of the Plan if the
      Participant dies before Normal Retirement Age (or the commencement of
      benefits under any of the other provisions of Section H2.08 or Article 5,
      as applicable).

            


    

     

    
      	
               
      

            	
              (2)

            	
              Eligibility
      Requirements.  A Participant shall be eligible for Total
      and Permanent Disability benefit payments from the Plan upon meeting all
      the following

            


    

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      H-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              requirements
      for “Total and Permanent Disability” for purposes of this Section
      2.08(f):

            


    

     

    
      	
               
      

            	
              (A)

            	
              The
      Participant has not retired under any other provision of this
      Plan;

            


    

     

    
      	
               
      

            	
              (B)

            	
              The
      Participant has 10 or more years of Benefit
  Service;

            


    

     

    
      	
               
      

            	
              (C)

            	
              The
      Participant, on the basis of medical evidence satisfactory to the Company,
      is found to be both wholly and permanently prevented from engaging in any
      occupation or employment for wage or profit as a result of bodily injury
      or disease, either occupational or non-occupational in cause, but
      excluding disabilities resulting from service in the armed forces of any
      country (which shall be the definition of the term “Disability” for
      purposes of this Section H2.08(f));
and

            


    

     

    
      	
               
      

            	
              (D)

            	
              The
      Participant’s Termination of Employment with the Company is on account of
      the Participant’s Disability.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Manner of
      Payment.  Payments shall be made monthly and shall be due
      immediately after the period covered by the Weekly Accident and Sickness
      Plan for which the Participant is eligible, or upon application date of
      approved claim for Total and Permanent Disability, or after the expiration
      of a period of six months following the commencement of such period of
      Disability, whichever is later.  Payments shall continue during
      the period of Total And Permanent Disability until the earliest of the
      attainment of Normal Retirement Age, death or recovery from such
      Disability.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Amount of
      Payment.  Subject to Subsection (5) below, the monthly
      amount of a Participant’s Disability Retirement Pension shall be double
      the amount determined under Section H2.08(a), based
  on:

            


    

     

    
      	
               
      

            	
              (A)

            	
              the
      benefit formula applicable to terminations of employment occurring on the
      date of the Participant’s last day of actual work prior to his Termination
      of Employment on account of Disability,
and

            


    

     

    
      	
               
      

            	
              (B)

            	
              his
      Benefit Service as of such date, together with any additional Benefit
      Service credited to him thereafter as a result of crediting Hours of
      Service under Section H2.03(a) with respect to the period of his
      Disability.

            


    

     

    
      	
               
      

            	
              (5)

            	
              Reduction of
      Payment.  Unless waived by the Company, the Total and
      Permanent Disability monthly payments shall be reduced by the amount of
      any worker’s compensation or disability benefit receivable for a
      concurrent period by the Participant under any law, except to the extent
      such payments are provided by a specific tax, contribution or other
      payment paid by the Participant.

            


    

     

    In
addition, Total and Permanent Disability benefits shall be reduced by one-half
if the Participant is eligible for an unreduced Federal Social Security
benefit.  The reduction shall be effective on the date the
Participant’s benefits under Social Security are effective or would otherwise
be.  The Company may require a

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      H-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Participant,
as a condition to receiving a benefit hereunder, to sign an agreement under
which the Participant agrees to repay any overpayments received as a result of
any such reduction having not timely been made.

     

    
      	
               
      

            	
              (6)

            	
              Optional
      Retirement.  During the Disability, the Participant may
      elect to stop receiving Total and Permanent Disability payments at an
      optional early retirement age between 55 and 65 and start to receive the
      benefit provided under Section H2.08(a) or (b) of the
  Plan.

            


    

     

    
      	
               
      

            	
              (7)

            	
              Continued Proof of
      Disability.  Proof of the continuance of the Disability
      may be required by the Committee at any time, but no more than once per
      year after the first year of Disability.  Such proof may consist
      of the required medical statement forms completed by the Participant’s
      physician and approved by a physician designated by the
      Company.  If there is no agreement between the two
      aforementioned physicians, a third physician satisfactory to the
      Participant and the Company shall be asked to resolve the
      question.  If such Participant is deemed to be able to return to
      work and the Company refuses to accept such Participant for employment,
      payments will be continued until he is accepted for
      employment.

            


    

     

    
      	
               
      

            	
              (8)

            	
              Recovery from
      Disability.  If a Participant recovers from his
      Disability prior to his Normal Retirement Age, his Disability Retirement
      Pension shall cease.  If the Participant returns to the employ
      of the Company or an Affiliate within ninety (90) days after the end of
      his Disability and prior to his working full-time for any other person
      (disregarding any employment which is primarily for the purpose of
      rehabilitation), he shall continue as a Participant under the Plan and the
      period of his Disability shall not be treated as a Break in Service, but
      no Vesting Service or Benefit Service shall be credited for the period of
      Disability.  Upon his subsequent retirement or other Termination
      of Employment, the benefits based on his Benefit Service credited prior to
      his Disability shall be determined based on the benefit formula in effect
      on the Participant’s last day of actual work prior to his Termination of
      Employment on account of Disability, and the benefits based on his Benefit
      Service credited after his return shall be determined based on the benefit
      formula in effect at the time of his subsequent retirement or other
      Termination of Employment.  If the Participant recovers from his
      Disability prior to his Normal Retirement Age and does not return to the
      employ of the Company or an Affiliate within the aforesaid 90-day period,
      or is he refuses to submit proof of continued Disability as required under
      Subsection (7) above, he shall be deemed to have terminated his employment
      with the Company as of the date of his Termination of Employment on
      account of Disability, no Vesting Service or Benefit Service or Hours of
      Service shall be credited for any period after that date, and his right,
      if any, to benefits under the Plan shall be determined on that
      basis.

            


    

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      H-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (9)

            	
              Maximum Benefit
      Period.

            


    

     

    
      	
               
      

            	
              (A)

            	
              For
      Disability commencing before Participant’s attainment of age 60 – age
      65.

            


    

     

    
      	
               
      

            	
              (B)

            	
              Disability
      commencing on or after Participant’s attainment of age 60 – 60
      months.

            


    

     

    
      	
              H2.09

            	
              Special Spouse Benefit
      Inapplicable.  For Participants who are Roaring Spring
      Mill Employees, the “Special Spouse Benefit” described in Article 6 of the
      Plan shall not apply.

            


    

     

    
      	
              H2.10

            	
              Additional Methods of
      Payment Provisions for Roaring Spring Mill Employees.  In
      addition to the methods of payment provisions set forth in Article 7 of
      the Plan or Section H2.08(f) (relating to the Total and Permanent
      Disability Benefit), for Participants who are Roaring Spring Mill
      Employees the following additional or alternative provisions regarding
      methods of payment shall apply, subject to the restrictions on electing an
      optional form of payment under Section 7.04 of the
  Plan:

            


    

     

    
      	
              (a)

            	
              Additional Condition
      for 75% or 100% Surviving Spouse Option.  Notwithstanding
      the provisions of Section 7.05(b) of the Plan, if a Participant who is a
      Roaring Spring Mill Employee dies before his Pension Commencement Date,
      the Participant’s election of the 75% or 100% Surviving Spouse Option will
      be null and void.

            


    

     

    
      	
              (b)

            	
              Offset for Accident or
      Sickness Benefits.  Notwithstanding anything in this Plan
      to the contrary, no pension payments shall be payable to a Participant who
      is a Roaring Spring Mill Employee with respect to any period for which
      weekly accident or sickness benefits are payable to him under any Plan to
      which the Company has contributed.  If such accident and
      sickness benefits during any month are payable for a period of less than
      four and one-third weeks, the monthly pension payable for that period
      shall be reduced by the percentage which such period of accident and
      sickness benefits is of four and one-third
  weeks.

            


    

     

    
      	
              H2.11

            	
              Additional or
      Alternative Actuarial Assumptions.  The following
      additional or alternative actuarial assumptions shall apply, as
      applicable, with respect to a Participant who is a Roaring Spring Mill
      Employee in lieu of any actuarial assumptions given in Appendix A to the
      Plan which would otherwise apply.  The actuarial assumptions set
      forth in Appendix A or this Section H2.11, as applicable, shall be used to
      determine benefits for Participants who are Roaring Spring Mill Employees
      and who either separate from service or accrue benefits on or after
      January 1, 1984.  For all other such Participants, actuarial
      determinations governing benefits under the Plan or the Roaring Spring
      Mill Plan shall be made in accordance with the Roaring Spring Mill Plan as
      in effect before January 1, 1984.

            


    

     

    
      	
              (a)

            	
              50% Joint and
      Surviving Spouse Annuity.  The following table shows the
      percentage of the basic monthly Retirement Pension payable to a
      Participant who is a Roaring Spring Mill Employee and continuing to his
      Surviving Spouse at one-half the rate (i.e., 50%) after his death during
      the remaining lifetime of such
Spouse.

            


    

     

    
      	
              Age
      of

              Surviving

              Spouse

            	
               

              Age
      of Participant

               

            
	 
      	
              55

            	
              56

            	
              57

            	
              58

            	
              59

            	
              60

            	
              61

            	
              62

            	
              63

            	
              64

            	
              65

            
	
              65

            	
              94.2

            	
              93.6

            	
              93.0

            	
              92.3

            	
              91.6

            	
              90.8

            	
              90.0

            	
              89.0

            	
              88.1

            	
              87.0

            	
              85.9

            
	
              64

            	
              93.8

            	
              93.2

            	
              92.5

            	
              91.8

            	
              91.1

            	
              90.3

            	
              89.4

            	
              88.4

            	
              87.4

            	
              86.3

            	
              85.2

            
	
              63

            	
              93.4

            	
              92.7

            	
              92.1

            	
              91.3

            	
              90.6

            	
              89.7

            	
              88.8

            	
              87.8

            	
              86.8

            	
              85.7

            	
              84.5

            
	
              62

            	
              92.9

            	
              92.3

            	
              91.6

            	
              90.8

            	
              90.0

            	
              89.1

            	
              88.2

            	
              87.2

            	
              86.1

            	
              85.0

            	
              83.8

            
	
              61

            	
              92.5

            	
              91.9

            	
              91.1

            	
              90.3

            	
              89.5

            	
              88.6

            	
              87.6

            	
              86.6

            	
              85.5

            	
              84.3

            	
              83.1

            
	
              60

            	
              92.1

            	
              91.4

            	
              90.7

            	
              89.8

            	
              89.0

            	
              88.0

            	
              87.0

            	
              86.0

            	
              84.8

            	
              83.6

            	
              82.4

            
	
              59

            	
              91.7

            	
              91.0

            	
              90.2

            	
              89.3

            	
              88.4

            	
              87.5

            	
              86.4

            	
              85.4

            	
              84.2

            	
              83.0

            	
              81.7

            
	
              58

            	
              91.2

            	
              90.5

            	
              89.7

            	
              88.8

            	
              87.9

            	
              86.9

            	
              85.9

            	
              84.8

            	
              83.6

            	
              82.4

            	
              81.0

            
	
              57

            	
              90.8

            	
              90.0

            	
              89.2

            	
              88.3

            	
              87.4

            	
              86.4

            	
              85.3

            	
              84.2

            	
              83.0

            	
              81.7

            	
              80.4

            
	
              56

            	
              90.4

            	
              89.6

            	
              88.7

            	
              87.8

            	
              86.9

            	
              85.8

            	
              84.7

            	
              83.6

            	
              82.4

            	
              81.1

            	
              79.8

            
	
              55

            	
              89.9

            	
              89.1

            	
              88.3

            	
              87.3

            	
              86.3

            	
              85.3

            	
              84.2

            	
              83.0

            	
              81.8

            	
              80.5

            	
              79.2

            
	
              54

            	
              89.5

            	
              88.7

            	
              87.8

            	
              86.9

            	
              85.8

            	
              84.8

            	
              83.7

            	
              82.5

            	
              81.2

            	
              79.9

            	
              78.6

            
	
              53

            	
              89.1

            	
              88.2

            	
              87.3

            	
              86.4

            	
              85.4

            	
              84.3

            	
              83.1

            	
              81.9

            	
              80.7

            	
              79.4

            	
              78.0

            
	
              52

            	
              88.7

            	
              87.8

            	
              86.9

            	
              85.9

            	
              84.9

            	
              83.8

            	
              82.6

            	
              81.4

            	
              80.1

            	
              78.8

            	
              77.4

            
	
              51

            	
              88.3

            	
              87.4

            	
              86.4

            	
              85.4

            	
              84.4

            	
              83.3

            	
              82.1

            	
              80.9

            	
              79.6

            	
              78.3

            	
              76.9

            
	
              50

            	
              87.8

            	
              87.0

            	
              86.0

            	
              85.0

            	
              83.9

            	
              82.8

            	
              81.6

            	
              80.4

            	
              79.1

            	
              77.8

            	
              76.4

            


    

     

    An
interpolation shall be made for the age of the Participant on the basis of full
years and months as of the date of retirement.  Age for the Spouse
shall be rounded to the nearest even age in full years as of the date of the
Participant’s retirement.  Factors for other ages shall be determined
on a comparable basis and are available upon request.

     

    
      	
              (b)

            	
              5% Joint and Surviving
      Spouse Option.  The following table shows the percentage
      of the basic monthly Retirement Pension payable to a Participant who is a
      Roaring Spring Mill Employee and continuing to his Surviving Spouse at
      three-fourth the rate (i.e., 75%) after his death during the remaining
      lifetime of such Spouse.

            


    

     

    
      	
              Age
      of

              Surviving

              Spouse

            	
               

              Age
      of Participant

            
	 
      	
              55

            	
              56

            	
              57

            	
              58

            	
              59

            	
              60

            	
              61

            	
              62

            	
              63

            	
              64

            	
              65

            
	
              65

            	
              91.5

            	
              90.7

            	
              89.8

            	
              88.9

            	
              87.9

            	
              86.8

            	
              85.7

            	
              84.4

            	
              83.1

            	
              81.7

            	
              80.2

            
	
              64

            	
              90.9

            	
              90.1

            	
              89.2

            	
              88.2

            	
              87.2

            	
              86.1

            	
              84.9

            	
              83.6

            	
              82.2

            	
              80.8

            	
              79.3

            
	
              63

            	
              90.4

            	
              89.5

            	
              88.6

            	
              87.6

            	
              86.5

            	
              85.3

            	
              84.1

            	
              82.8

            	
              81.4

            	
              79.9

            	
              78.4

            
	
              62

            	
              89.8

            	
              88.9

            	
              87.9

            	
              86.9

            	
              85.8

            	
              84.6

            	
              83.3

            	
              81.9

            	
              80.5

            	
              79.0

            	
              77.5

            
	
              61

            	
              89.2

            	
              88.3

            	
              87.3

            	
              86.2

            	
              85.0

            	
              83.8

            	
              82.5

            	
              81.1

            	
              79.7

            	
              78.2

            	
              76.6

            
	
              60

            	
              88.6

            	
              87.6

            	
              86.6

            	
              85.5

            	
              84.3

            	
              83.1

            	
              81.7

            	
              80.3

            	
              78.9

            	
              77.3

            	
              75.7

            
	
              59

            	
              88.0

            	
              87.0

            	
              86.0

            	
              84.8

            	
              83.6

            	
              82.3

            	
              81.0

            	
              79.5

            	
              78.0

            	
              76.5

            	
              74.9

            
	
              58

            	
              87.4

            	
              86.4

            	
              85.3

            	
              84.1

            	
              82.9

            	
              81.6

            	
              80.2

            	
              78.8

            	
              77.2

            	
              75.7

            	
              74.0

            
	
              57

            	
              86.8

            	
              85.8

            	
              84.6

            	
              83.5

            	
              82.2

            	
              80.9

            	
              79.5

            	
              78.0

            	
              76.5

            	
              74.9

            	
              73.2

            
	
              56

            	
              86.2

            	
              85.1

            	
              84.0

            	
              82.8

            	
              81.5

            	
              80.2

            	
              78.7

            	
              77.3

            	
              75.7

            	
              74.1

            	
              72.4

            
	
              55

            	
              85.6

            	
              84.5

            	
              83.4

            	
              82.1

            	
              80.8

            	
              79.5

            	
              78.0

            	
              76.5

            	
              75.0

            	
              73.4

            	
              71.7

            
	
              54

            	
              85.1

            	
              83.9

            	
              82.7

            	
              81.5

            	
              80.2

            	
              78.8

            	
              77.3

            	
              75.8

            	
              74.3

            	
              72.6

            	
              71.0

            
	
              53

            	
              84.5

            	
              83.3

            	
              82.1

            	
              80.9

            	
              79.5

            	
              78.1

            	
              76.7

            	
              75.1

            	
              73.6

            	
              71.9

            	
              70.3

            
	
              52

            	
              83.9

            	
              82.8

            	
              81.5

            	
              80.2

            	
              78.9

            	
              77.5

            	
              76.0

            	
              74.5

            	
              72.9

            	
              71.3

            	
              69.6

            
	
              51

            	
              83.4

            	
              82.2

            	
              80.9

            	
              79.6

            	
              78.3

            	
              76.9

            	
              75.4

            	
              73.9

            	
              72.3

            	
              70.6

            	
              68.9

            
	
              50

            	
              82.8

            	
              81.6

            	
              80.4

            	
              79.1

            	
              77.7

            	
              76.3

            	
              74.8

            	
              73.2

            	
              71.6

            	
              70.0

            	
              68.3

            


    

     

    


     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      H-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


     

    n
interpolation shall be made for the age of the Participant on the basis of full
years and months as of the date of retirement.  Age for the Spouse
shall be rounded to the nearest even age in full years as of the date of the
Participant’s retirement.  Factors for other ages shall be determined
on a comparable basis and are available upon request.

     

    
      	
              (c)

            	
              100% Joint and
      Surviving Spouse Option.  The following table shows the
      percentage of the basic monthly Retirement Pension payable to a
      Participant who is a Roaring Spring Mill Employee and continuing to his
      Surviving Spouse at the same rate after his death (i.e., 100%) during the
      remaining lifetime of such Spouse).

            


    

     

    
      	
              Age
      of

              Surviving

              Spouse

            	
               

              Age
      of Participant

               

            
	 
      	
              55

            	
              56

            	
              57

            	
              58

            	
              59

            	
              60

            	
              61

            	
              62

            	
              63

            	
              64

            	
              65

            
	
              65

            	
              89.0

            	
              88.0

            	
              86.9

            	
              85.7

            	
              84.5

            	
              83.2

            	
              81.7

            	
              80.2

            	
              78.7

            	
              77.0

            	
              75.3

            
	
              64

            	
              88.3

            	
              87.2

            	
              86.1

            	
              84.9

            	
              83.6

            	
              82.2

            	
              80.8

            	
              79.3

            	
              77.6

            	
              75.9

            	
              74.2

            
	
              63

            	
              87.5

            	
              86.5

            	
              85.3

            	
              84.1

            	
              82.7

            	
              81.3

            	
              79.8

            	
              78.3

            	
              76.6

            	
              74.9

            	
              73.1

            
	
              62

            	
              86.8

            	
              85.7

            	
              84.5

            	
              83.2

            	
              81.9

            	
              80.4

            	
              78.9

            	
              77.3

            	
              75.6

            	
              73.9

            	
              72.1

            
	
              61

            	
              86.1

            	
              84.9

            	
              83.7

            	
              82.4

            	
              81.0

            	
              79.5

            	
              78.0

            	
              76.3

            	
              74.6

            	
              72.9

            	
              71.0

            
	
              60

            	
              85.4

            	
              84.2

            	
              82.9

            	
              81.6

            	
              80.1

            	
              78.6

            	
              77.0

            	
              75.4

            	
              73.7

            	
              71.9

            	
              70.0

            
	
              59

            	
              84.6

            	
              83.4

            	
              82.1

            	
              80.7

            	
              79.3

            	
              77.7

            	
              76.1

            	
              74.5

            	
              72.7

            	
              70.9

            	
              69.1

            
	
              58

            	
              83.9

            	
              82.6

            	
              81.3

            	
              79.9

            	
              78.4

            	
              76.9

            	
              75.2

            	
              73.6

            	
              71.8

            	
              70.0

            	
              68.1

            
	
              57

            	
              83.2

            	
              81.9

            	
              80.5

            	
              79.1

            	
              77.6

            	
              76.0

            	
              74.4

            	
              72.7

            	
              70.9

            	
              69.1

            	
              67.2

            
	
              56

            	
              82.4

            	
              81.1

            	
              79.8

            	
              78.3

            	
              76.8

            	
              75.2

            	
              73.5

            	
              71.8

            	
              70.0

            	
              68.2

            	
              66.4

            
	
              55

            	
              81.7

            	
              80.4

            	
              79.0

            	
              77.5

            	
              76.0

            	
              74.4

            	
              72.7

            	
              71.0

            	
              69.2

            	
              67.4

            	
              65.5

            
	
              54

            	
              81.0

            	
              79.7

            	
              78.2

            	
              76.8

            	
              75.2

            	
              73.6

            	
              71.9

            	
              70.2

            	
              68.4

            	
              66.6

            	
              64.7

            
	
              53

            	
              80.3

            	
              79.0

            	
              77.5

            	
              76.0

            	
              74.4

            	
              72.8

            	
              71.1

            	
              69.4

            	
              67.6

            	
              65.8

            	
              63.9

            
	
              52

            	
              79.6

            	
              78.3

            	
              76.8

            	
              75.3

            	
              73.7

            	
              72.1

            	
              70.4

            	
              68.6

            	
              66.9

            	
              65.0

            	
              63.2

            
	
              51

            	
              79.0

            	
              77.6

            	
              76.1

            	
              74.6

            	
              73.0

            	
              71.4

            	
              69.7

            	
              67.9

            	
              66.1

            	
              64.3

            	
              62.5

            
	
              50

            	
              78.3

            	
              76.9

            	
              75.4

            	
              73.9

            	
              72.3

            	
              70.7

            	
              69.0

            	
              67.2

            	
              65.5

            	
              63.6

            	
              61.8

            


    

     

    An
interpolation shall be made for the age of the Participant on the basis of full
years and months as of the date of retirement.  Age for the Spouse
shall be rounded to the nearest even age in full years as of the date of the
Participant’s retirement.  Factors for other ages shall be determined
on a comparable basis and are available upon request.

     

    
      	
              (d)

            	
              Additional Factors for
      Code Section 415 Limits.  In addition to the interest
      rate and mortality tables listed at Section 1.04 of Appendix A to the
      Plan, the following factors shall apply to Roaring Spring Mill
      Employees:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Interest:  For
      Retirement Pensions payable in a form other than an annuity for life only
      or a qualified joint and survivor annuity, 5% shall be
    used.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Mortality:  For
      payments made prior to July 1, 1996, the 1971 Group Annuity Mortality
      Table projected to 1978 according to Scale E (males, 3 year
      setback).

            


    

     

    
      	
              (e)

            	
              Suspended or Duplicate
      Benefits.  For purposes of all calculations to which
      Section 1.05 of Appendix A applies, for Participants who are Roaring
      Spring Mill Employees, the following factors
  apply:

            


    

     


    
      
        
          
            	 
      	
                    SUPPLEMENT
      H-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	 	
              (1)

            	
              Interest:  8.25%.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Mortality:  The
      1971 Group Annuity Mortality Table projected to 1978 according to Scale E
      (males, 3 year setback).

            


    

     

    
      	
              (f)

            	
              Trust Fund
      Offset:  For purposes of reducing a Participant’s benefit
      payable under the Roaring Spring, Pennsylvania Mill of Appleton Papers
      Inc. Retirement Plan as provided in Section H2.08(a)(2), the following
      shall be used:  [to be
supplied].

            


    

     

    
      	
              (g)

            	
              All Other
      Equivalencies:  For purposes of all calculations to which
      Section 1.08 of Appendix A to the Plan applies, for Participants who are
      Roaring Spring Mill Employees, the Mortality Table used shall be the 1971
      Group Annuity Mortality Table projected to 1978 according to Scale E
      (males, 3 year setback).

            


    

     

    * * * *
*

    



    
      
        
          
            	 
      	
                    SUPPLEMENT
      H-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    APPLETON
PAPERS INC.

     

    RETIREMENT
PLAN

     

    (As
Amended Through December 5, 2007)

     

    SUPPLEMENT
I

     

    Special Provisions
Applicable to

     

    Appleton Employees of the
Harrisburg, Pennsylvania Plant

     

    Represented by Paper,
Allied-Industrial, Chemical

     

    and Energy Workers
International Union, Local 1098

     

    Effective
January 1, 2002, the Retirement Plan for Employees of the Harrisburg,
Pennsylvania Plant of Appleton Papers, Inc. Represented by Paper,
Allied-Industrial, Chemical and Energy Workers International Union, Local 1098
was merged into this Plan.  This Supplement I provides for such merger
and sets forth special provisions of the Plan applicable to current and former
Harrisburg Plant Employees.

     

    ARTICLE
1

     

    


     

    Merger

     

    
      	
              I1.01

            	
              Special
      Definitions.

            


    

     

    
      	
              (a)

            	
              Harrisburg
      Plant Plan:  The term “Harrisburg Plant Plan” means the
      Retirement Plan for Employees of the Harrisburg, Pennsylvania Plant of
      Appleton Papers Inc. Represented by Paper, Allied-Industrial, Chemical and
      Energy Workers International Union, Local 1098, as in effect immediately
      prior to its merger into the Plan.

            


    

     

    
      	
              (b)

            	
              API
      Non-Bargaining Unit Plan:  The term “API Non-Bargaining Unit
      Plan,” as well as references in this Supplement H to the “Plan,” means the
      Appleton Papers Inc. Retirement Plan for Non-Bargaining Unit
      Employees.

            


    

     

    
      	
              (c)

            	
              Harrisburg
      Plant Employee:  The term “Harrisburg Plant Employee” means an
      hourly employee of the Company employed at its Harrisburg, Pennsylvania,
      plant and represented by the Union, excluding any such employee who is
      eligible to actively participate in any other retirement, pension or
      profit-sharing plan established by the Company or to which the Company
      makes contributions on his behalf (other than the Appleton Papers
      Retirement Savings and Employee Stock Ownership
  Plan).

            


    

     

    
      	
              (d)

            	
              Termination
      of Employment:  The term “Termination of Employment” for
      purposes of this Supplement H for Harrisburg Plant Employees, in lieu of
      the definition of such term set forth in Section 1.40 of the Plan, shall
      mean a termination of employment, or with respect to a Participant or
      employee who terminates employment, or the like, such term means an
      employee’s ceasing to be in the active employ of the Company (irrespective
      of any seniority rights or recall rights) for any reason (including quit,
      discharge, disability,

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              layoff,
      retirement, or entrance into military service) other than death or an
      authorized leave of absence.

            


    

     

    
      	
              (e)

            	
              Union:  The
      term “Union” means the Paper, Allied-Industrial, Chemical and Energy
      Workers International Union, Local
1098.

            


    

     

    
      	
              I1.02

            	
              Effective
      Date.  The effective date of the merger of the Harrisburg
      Plant Plan into the API Non-Bargaining Unit Plan is January 1,
      2002.

            


    

     

    
      	
              I1.03

            	
              Transfer of Trust
      Assets and Liabilities.  The assets and liabilities
      constituting the trust fund under the Harrisburg Plant Plan shall be
      merged into and become a part of the trust fund under the API
      Non-Bargaining Unit Plan, effective January 1,
  2002.

            


    

     

    
      	
              I1.04

            	
              Transfer of Benefit
      Obligations from Harrisburg Plant Plan.  All Participants
      and beneficiaries having a beneficial interest in or with respect to the
      Harrisburg Plant Plan on or as of January 1, 2002, shall, on and after
      January 1, 2002, look solely to the API Non-Bargaining Unit Plan for such
      benefits, in lieu of any and all interest they had or may have had with
      respect to the Harrisburg Plant
Plan.

            


    

     

    
      	
              I1.05

            	
              No Acceleration of
      Vesting.  In no event shall the merger of the Harrisburg
      Plant Plan into this Plan operate to accelerate any Participant’s vested
      interest in an Accrued Benefit under the Harrisburg Plant Plan subject in
      all events to the requirements of Code Section
  411(a)(10).

            


    

     

    
      	
              I1.06

            	
              Effect of Compliance
      Amendments.  The API Non-Bargaining Unit Plan was amended
      effective January 1, 2002 (with retroactive effect, as and where
      applicable, to comply with the legislation collectively known as “GUST”);
      such amendments which were made to conform the Plan to the law shall be
      deemed to have been made in the same manner and effective as of the same
      time with respect to the corresponding provisions of the Harrisburg Plant
      Plan prior to the merger.

            


    

     

    ARTICLE
2

     

    


     

    Special
Provisions

     

    
      	
              I2.01

            	
              Participation.  Effective
      January 1, 2002, the term “Participant” shall include Harrisburg Plant
      Employees who were Participants (or beneficiaries) under the Harrisburg
      Plant Plan as of December 31, 2001.  Further, the term “Eligible
      Employee” under the Plan shall include a Harrisburg Plant Employee.
      Eligible Employees who are Harrisburg Plant Employees and whose Employment
      Date is January 1, 2002 or later shall become Participants in the Plan as
      set forth in Article 2 thereof.

            


    

     

    
      	
              I2.02

            	
              Additional Provision
      Regarding Break in Service.  In addition to the
      provisions regarding Breaks in Service set forth in Section 1.07 of the
      Plan, solely for purposes of determining whether a Break in Service has
      occurred for eligibility and vesting purposes, Hours of Service shall
      include each hour, in addition to Hours of Service as determined in
      Sections 4.01
      and 4.02 of the Plan, that would be a regularly scheduled working hour for
      the Company but for the employee’s absence for such layoff during a period
      not to exceed 12 months or the period during which he has recall rights
      under the collective bargaining agreement with the Union, if greater,
      provided that he returns to work with the Company within 5 days of any
      recall.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
              I2.03

            	
              Alternative Provision
      Regarding Hours of Service.  Notwithstanding anything in
      Section 4.01(a)(5) of the Plan to the contrary, an authorized leave of
      absence for which Hours of Service are counted for a Harrisburg Plant
      Employee shall consist of a period not to exceed 3 months in which the
      employee is absent from employment with the Company on such authorized
      leave of absence, reduced by any such hours which are credited as Hours of
      Service under Paragraph 4.01(a)(2) of the
Plan.

            


    

     

    
      	
              I2.04

            	
              Eligible Hours for
      Calculating Benefit Service.  Eligible Hours for
      calculating Benefit Service for Harrisburg Plant Employees shall be
      determined as follows:

            


    

     

    
      	
              (a)

            	
              Benefit
      Service is generally based on the number of Eligible Hours credited to a
      Participant in a Plan Year.

            


    

     

    
      	
              (b)

            	
              A
      Participant’s Eligible Hours will consist only of the following Hours of
      Service which are credited for employment as an Eligible
      Employee:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Hours
      of Service credited in accordance with Section 4.01(a)(1) of the Plan
      (“Paid Working Time”);

            


    

     

    
      	
               
      

            	
              (2)

            	
              Hours
      of Service credited in accordance with Section 4.01(a)(2) of the Plan
      (“Paid Absence”) for:

            


    

     

    
      	
               
      

            	
              (A)

            	
              paid
      vacation, holidays and similar paid
absences,

            


    

     

    
      	
               
      

            	
              (B)

            	
              jury
      duty,

            


    

     

    
      	
               
      

            	
              (C)

            	
              funeral
      leave, and

            


    

     

    
      	
               
      

            	
              (D)

            	
              the
      first three months of paid absence for sickness or
    disability;

            


    

     

    
      	
               
      

            	
              (3)

            	
              Hours
      of Serviced credited in accordance with either Section 4.01(a)(2) or
      4.01(a)(5) (as modified by Section I2.03 above) for the first three months
      of an authorized leave of absence;

            


    

     

    
      	
               
      

            	
              (4)

            	
              Hours
      of Service credited in accordance with Section 4.01(a)(3) of the Plan
      (“Military Service”); and

            


    

     

    
      	
               
      

            	
              (5)

            	
              Hours
      of Service credited in accordance with Section 4.01(a)(4) (“Back Pay
      Awards”) in respect of periods described in Sections 4.01(a)(1) through
      (4) of the Plan.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              I2.05

            	
              Vesting
      Service.  A Participant who is a Harrisburg Plant
      Employee shall be credited with Vesting Service as
  follows:

            


    

     

    
      	
              (a)

            	
              a
      Participant will be credited with Vesting Service as of January 1, 1976
      equal to the “Credited Service” standing to his credit on December 31,
      1975 under the provisions of the Harrisburg Plant Plan as then in effect,
      and

            


    

     

    
      	
              (b)

            	
              for
      each Plan Year beginning on or after January 1, 1976, he will be credited
      with 1 year of Vesting Service for each Plan Year in which he has at least
      1,000 Hours of Service (whether before or after the date he became
      Participant).

            


    

     

    
      	
              I2.06

            	
              Benefit
      Service.  A Participant who is a Harrisburg Plant
      Employee shall receive Benefit Service as
  follows:

            


    

     

    
      	
              (a)

            	
              Prior
      to January 1, 1976:  Benefit Service prior to January 1, 1976
      will be the number of full years and fractions of a year in completed
      months of “Credited Service,” as defined in the Harrisburg Plant Plan
      immediately prior to January 1, 1976.  For this purpose,
      completed months in excess of the number of such full years will be
      converted to tenths of years by crediting 1/12 of a year for each such
      month and rounding up to the nearest tenth of a
  year.

            


    

     

    
      	
              (b)

            	
              On or After January 1,
      1976:  For Plan Years beginning on or after January 1,
      1976, Benefit Service will be granted to each Participant on the basis of
      his total Eligible Hours during such year and prior to his Normal
      Retirement Date as follows:  If the Participant’s regularly
      scheduled work week throughout such Plan Year is at least 40 hours, he
      will be credited with one year of Benefit Service for each such Plan Year
      during which he completes at least 2,000 Eligible Hours.  If the
      Participant’s regularly scheduled work week is not at least 40 hours
      throughout such year, he will be credited with one year of Benefit Service
      for each such Plan Year during which he completes the number of Eligible
      Hours determined in accordance with the following
  formula:

            


    

     

    (2,000 x Hours in Regularly
Scheduled Work Week)

    40

     

    In
addition, for any such Plan Year during which the Participant completes less
than the Eligible Hours required for a full year of Benefit Service, a fraction
of a year of Benefit Service will be credited based on the ratio of his actual
Eligible Hours during such Plan Years to the number of Eligible Hours so
required for a full year of Benefit Service, rounded up to the nearest
tenth.

     

    
      	
              I2.07

            	
              Service Prior to Break
      in Service.  A Participant who is a Harrisburg Plant
      Employee shall be credited with service prior to a Break in Service in
      accordance with the following:

            


    

     

    
      	
              (a)

            	
              If
      an employee with no vested rights under the Plan incurs five consecutive
      Breaks in Service, and if the number of consecutive Breaks in Service
      equals or exceeds the

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              employee’s
      aggregate years of Vesting Service as of the first such Break in Service,
      all of his Benefit Service and Vesting Service prior to such first Break
      in Service will be forever lost and
forfeited.

            


    

     

    
      	
              (b)

            	
              Such
      aggregate number of years of Vesting Service shall not include any years
      of Vesting Service that may be disregarded by reason of a prior
      application of this Section I2.07 or corresponding provisions of the
      Harrisburg Plant Plan as previously in
effect.

            


    

     

    
      	
              (c)

            	
              Notwithstanding
      the foregoing, a Participant’s Vesting Service and Benefit Service shall
      not include any Vesting Service or Benefit Service which would be lost as
      of December 31, 1984 under the provisions of Section 4.06 of the
      Harrisburg Plant Plan as in effect prior to January 1,
    1985.

            


    

     

    
      	
              I2.08

            	
              Retirement
      Pensions.  The following provisions regarding a
      Participant’s Retirement Pension shall with apply respect to Participants
      who are Harrisburg Plant Employees, except that any additional provisions
      regarding Retirement Pensions contained in the Plan not superseded by the
      following shall continue to apply to such
  Participants.

            


    

     

    
      	
              (a)

            	
              Retirement At or After
      Normal Retirement Age.

            


    

     

    
      	
               
      

            	
              (1)

            	
              If
      a Participant who is a Harrisburg Plant 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 proportionate credit for each tenth of a
      year) as of his Termination of Employment by a benefit formula as
      follows:

            


    

     

    
      	
              Date
      upon which employment terminates

              (or,
      if earlier, Normal Retirement Benefit

              Date is
      attained):                                                          

            	
              Benefit
      Formula

            
	
              On or
      After                                                    Prior to

            
	
              April
      11, 1995

            	
              March
      25, 1996

            	
              22.50

            
	
              March
      25, 1996

            	
              April
      11, 1997

            	
              23.75

            
	
              April
      11, 1997

            	
              April
      11, 1998

            	
              24.75

            
	
              April
      11, 1998

            	
              April
      11, 1999

            	
              25.25

            
	
              April
      11, 1999

            	
              October
      22, 1999

            	
              26.75

            
	
              October
      22, 1999

            	
              April
      11, 2002

            	
              28.50

            
	
              April
      11, 2002

            	
              April
      11, 2003

            	
              30.00

            
	
              April
      11, 2003

            	
              April
      11, 2004

            	
              31.00

            
	
              April
      11, 2004

            	
              April
      11, 2005

            	
              32.00

            
	
              April
      11, 2005

            	
                 -
      - - - -

            	
              33.00

            


    

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    ee
applicable prior Harrisburg Plant Plan document for benefit formula for
Termination of Employment dates prior to April 11, 1995.

     

    
      	
               
      

            	
              (2)

            	
              Notwithstanding
      any other provision of the Plan, if a Participant is credited with an Hour
      of Service on or after January 1, 1988, the amount of the Normal
      Retirement Pension of such Participant, if he continues in employment
      after his Normal Retirement Date, will be calculated based on Benefit
      Service accrued before and after his Normal Retirement
    Date.

            


    

     

    
      	
              (b)

            	
              Early Retirement
      Pension.

            


    

     

    
      	
               
      

            	
              (1)

            	
              If
      a Participant who is a Harrisburg Plant Employee terminates employment on
      or after the date he has both reached age 55 and completed at least 10
      years of Vesting Service (and before his Normal Retirement Age), he will
      be eligible to receive an Early Retirement
  Pension.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Such
      Early Retirement Pension will be whichever benefit described in Paragraphs
      (A) or (B) below as the Participant elects, in a time and manner as the
      Committee may prescribe:

            


    

     

    
      	
               
      

            	
              (A)

            	
              Payment at Normal
      Retirement Date.  A Retirement Pension starting on his
      Normal Retirement Date in a monthly amount determined under Section
      I2.08(a) based on his Benefit Service and the benefit formula in effect at
      his Termination of Employment.

            


    

     

    
      	
               
      

            	
              (B)

            	
              Payment Before Normal
      Retirement Date.  A Retirement Pension starting on the
      first day of any month coincident with or following the date his
      employment terminates and before his Normal Retirement Date, in a monthly
      amount determined under Paragraph (A) above, reduced in accordance with
      the following table:

            


    

     

    
      	
              Age
      at Pension

              Commencement Date

            	
              Percentage
      of Pension Payable

              Prior to Normal Retirement
    Date

            
	
              64

            	
              91%
      (effective 4/11/2002 – 100%)

            
	
              63

            	
              83%
      (effective 4/11/2002 – 100%)

            
	
              62

            	
              76%
      (effective 4/11/2002 – 100%)

            
	
              61

            	
              69%

            
	
              60

            	
              64%

            
	
              59

            	
              59%

            
	
              58

            	
              55%

            
	
              57

            	
              51%

            
	
              56

            	
              47%

            
	
              55

            	
              44%

            


    

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    An
adjustment shall be made by straight line interpolation for ages which are not
integral.)

     

    
      	
              (c)

            	
              Special Early
      Retirement.

            


    

     

    
      	
               
      

            	
              (1)

            	
              A
      Participant who is a Harrisburg Plant Employee will be eligible to receive
      a Special Early Retirement Pension, in lieu of any Retirement Pension
      payable in accordance with Section I2.08(b), if his employment terminates
      while an Eligible Employee under the following
    circumstances:

            


    

     

    
      	
               
      

            	
              (A)

            	
              he
      has reached both age 55 and completed at least 10 years of Vesting
      Service;

            


    

     

    
      	
               
      

            	
              (B)

            	
              he
      voluntarily elects to retire in response to a Company offer of the
      benefits of this Section I2.08(c), or the Company has discharged him for
      valid business reasons, other than for cause;
  and

            


    

     

    
      	
               
      

            	
              (C)

            	
              no
      job or position is made available to him by the Company (a job or position
      will be deemed available even if it involved a transfer or
      reassignment).

            


    

     

    
      	
               
      

            	
              (2)

            	
              Payment
      of his Special Early Retirement Pension will start on the first day of the
      month coincident with or next following his Termination of
      Employment.  Such Special Early Retirement Pension will consist
      of:

            


    

     

    
      	
               
      

            	
              (A)

            	
              A
      monthly amount commencing on the Participant’s Normal Retirement Date,
      determined under Section I2.08(a), but without any reduction for
      commencement of payment prior to Normal Retirement Date, and payable in
      accordance with Section 7.01 or 7.02 of the Plan, whichever is applicable,
      and

            


    

     

    
      	
               
      

            	
              (B)

            	
              An
      additional monthly amount, equal to the monthly amount described in
      Paragraph (A) above, but starting on the first day of the month coincident
      with or next following his Termination of Employment and ending with the
      monthly payment for the month prior to his Normal Retirement Date or the
      month of his death, whichever occurs
first.

            


    

     

    
      	
               
      

            	
              (3)

            	
              In
      determining (A) the period within which Qualified Elections may be made
      pursuant to Section 7.02(b) of the Plan and (B) eligibility for a
      Pre-retirement Surviving Spouse Annuity under Article 6 of the Plan, the
      Pension Commencement Date of a Participant whose employment terminates
      under this Section I2.08(c) shall be the date on which payment of the
      Retirement Pension under Section I2.08(c)(2)(B)
  starts.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Unless
      the provisions of Section 7.02 of the Plan have been waived within 90 days
      prior to the Pension Commencement Date established under Section
      I2.08(c)(3) pursuant to a Qualified Election, the Surviving Spouse of a
      Participant

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              who
      terminates under this Section I2.08(c) shall be entitled to a monthly
      benefit for life determined as
follows:

            


    

     

    
      	
               
      

            	
              (A)

            	
              If
      the Participant dies before his Normal Retirement Date, his Surviving
      Spouse will be entitled to a monthly benefit in the amount that would have
      then become payable to such spouse under a Qualified Joint and Surviving
      Spouse Annuity if the Participant’s benefits had begun in that form in an
      amount determined under Section I2.08(b)(2)(B) rather than under Section
      I2.08(c).

            


    

     

    
      	
               
      

            	
              (B)

            	
              If
      the Participant dies on or after his Normal Retirement Date, his Surviving
      Spouse will be entitled to a monthly benefit in an amount that would then
      become payable under a Qualified Joint and Surviving Spouse Annuity if the
      Participant’s benefits had begun in that form in an amount determined
      under Section I2.08(c)(2)(A) (i.e., no reduction shall be made for the
      commencement of payment prior to Normal Retirement Date under Section
      I2.08(b).

            


    

     

    
      	
              (d)

            	
              Vested Retirement
      Pension.

            


    

     

    
      	
               
      

            	
              (1)

            	
              Upon
      the Termination of Employment of a Participant who is a Harrisburg Plant
      Employee and who (A) has accrued at least on Hour of Service on or after
      January 1, 1989 and (B) is not eligible for a Retirement Pension under
      Sections I 2.08(a), I2.08(b) or I2.08(c) and (C) has completed at least
      five (5) years of Vesting Service, such Participant will be eligible to
      receive a Vested Retirement
Pension.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Such
      Vested Retirement Pension will start on the Participant’s Normal
      Retirement Date in a monthly amount determined in accordance with Section
      I2.08(a)(1), or if the Participant so elects (in a time and manner as the
      Committee may prescribe), on the first day of any month prior to his
      Normal Retirement Date, and coinciding with or following his 55th
      birthday in a reduced amount as provided in Section
      I2.08(b)(2)(B).

            


    

     

    
      	
              (e)

            	
              Reemployment Before
      Pension Commencement Date.  If a Participant who is a
      Harrisburg Plant Employee and who is entitled to a Retirement Pension is
      reemployed by the Company before his Pension Commencement Date, benefits
      based on his Benefit Service credited after such reemployment will be
      based on the benefit formula in effect at the time of his subsequent
      Termination of Employment.  In such event, the amount of
      Retirement Pension payable with respect to Benefit Service credited prior
      to such reemployment will not be increased by any applicable increase in
      the benefit formula that may have occurred subsequent to the date of such
      previous Termination of Employment, until the Participant has been
      reemployed for a period of continuous active employment of at least 12
      months.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (f)

            	
              Participants Not
      Actively At Work.  If a Participant is not actively at
      work immediately prior to his Termination of Employment because of layoff,
      medical leave of absence or other authorized leave of absence, his
      Retirement Pension (if any) under this Plan will be based on the benefit
      formula as in effect under the Plan no later than the last day that he was
      actively at work.

            


    

     

    
      	
              (g)

            	
              Total and Permanent
      Disability Benefit.

            


    

     

    
      	
               
      

            	
              (1)

            	
              Application.  The
      benefit provided hereunder is intended to be a disability auxiliary
      benefit as described in Treasury Regulation Section 1.401(a)-20;
      A

            


    

     

    
      	
               
      

            	
              10(c).  Thus,
      the annuity starting date for a Participant receiving a Total and
      Permanent Disability Benefit does not occur until the Participant attains
      Normal Retirement Age and such Participant’s surviving spouse, if any,
      would be entitled to the Pre-Retirement Surviving Spouse Annuity described
      in Article 6 if the Participant dies before Normal Retirement Age (or the
      commencement of benefits under any of the other provisions of Section
      I2.08 or Article 5, as applicable).

            


    

     

    
      	
               
      

            	
              (2)

            	
              Eligibility
      Requirements.  A Participant shall be eligible for Total
      and Permanent Disability Benefit payments from the Plan upon meeting all
      of the following requirements for “Total and Permanent
      Disability”:

            


    

     

    
      	
               
      

            	
              (A)

            	
              The
      Participant has not retired under any other provision of this
      Plan;

            


    

     

    
      	
               
      

            	
              (B)

            	
              The
      Participant is not eligible for long-term disability benefits under any
      other plan of the Company (due to pre-existing conditions, or
      otherwise);

            


    

     

    
      	
               
      

            	
              (C)

            	
              The
      Participant has 10 or more years of Benefit
  Service;

            


    

     

    
      	
               
      

            	
              (D)

            	
              The
      Participant, on the basis of medical evidence satisfactory to the Company,
      is found to be both wholly and permanently prevented from engaging in any
      occupation or employment for wage or profit as a result of bodily injury
      or disease, either occupational or non-occupational in cause, but
      excluding disabilities resulting from service in the armed forces of any
      country (which shall be the definition of the term “Disability” for
      purposes of this Section I2.08(g));
and

            


    

     

    
      	
               
      

            	
              (E)

            	
              The
      Participant’s Termination of Employment with the Company is on account of
      such Participant’s Disability.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Manner of
      Payment.  Payments shall be made monthly and shall be due
      immediately after the period covered by the Weekly Accident and Sickness
      Plan for which the Participant is eligible, or upon application date of
      approved claim for Total and Permanent Disability, or after the expiration
      of six months following the commencement of such period of Disability,
      whichever is later.  Payments shall continue during the period
      of Total and Permanent Disability until
the

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              earliest
      of the attainment of Normal Retirement Age, death or recovery from such
      Disability.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Amount of
      Payment.  Subject to Paragraph (5) below, the monthly
      amount of a Participant’s Disability Retirement Pension shall be double
      the amount determined under Section I2.08(a), based
  on:

            


    

     

    
      	
               
      

            	
              (A)

            	
              the
      benefit formula applicable to terminations of employment occurring on the
      date of the Participant’s last day of actual work prior to his Termination
      of Employment on account of Disability;
and

            


    

     

    
      	
               
      

            	
               (B)

            	
              his
      Benefit Service as of such date, together with any additional Benefit
      Service credited to him thereafter as a result of the crediting of Hours
      of Service under Section 4.01(a)(2) with respect to the period of his
      Disability.

            


    

     

    
      	
               
      

            	
              (5)

            	
              Reduction of
      Payment.  Unless waived by the Company, the Total and
      Permanent Disability monthly payments shall be reduced by the amount of
      any worker’s compensation or disability benefit receivable for a
      concurrent period by the Participant under any law, except to the extent
      such payments are provided by a specific tax, contribution or other
      payment paid by the Participant.

            


    

     

    In
addition, Total and Permanent Disability benefits shall be reduced by one-half
if the Participant is eligible for an unreduced Federal Social Security
benefit.  The reduction shall be effective on the date the
Participant’s benefits under Social Security are effective or would otherwise
be.  The Company may require a Participant, as a condition to
receiving a benefit hereunder, to sign an agreement under which the Participant
agrees to repay any overpayments received as a result of any such reduction
having not been timely made.

     

    
      	
               
      

            	
              (6)

            	
              Optional
      Retirement.  During the Disability, the Participant may
      elect to stop receiving Total and Permanent Disability payments at an
      optional early retirement age between 55 and 65 and start to receive the
      benefit provided under Section I2.08(a) or
(b).

            


    

     

    
      	
               
      

            	
              (7)

            	
              Continued Proof of
      Disability.  Proof of the continuance of the Disability
      may be required by the Company at any time, but no more than once per year
      after the first year of Disability.  Such proof shall consist of
      the required medical statement forms completed by the Participant’s
      physician and approved by a physician designated by the
      Company.  If there is no agreement between the two
      aforementioned physicians, a third physician satisfactory to the
      Participant and the Company shall be asked to resolve the
      question.  If such Participant is deemed to be able to return to
      work and the Company refuses to accept such Participant for employment,
      payments will be continued until he is accepted for
      employment.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (8)

            	
              Recovery from
      Disability.  If a Participant recovers from his
      Disability prior to his Normal Retirement Age, his Total and Permanent
      Disability Benefit shall cease.

            


    

     

    
      	
               
      

            	
              (9)

            	
              Maximum Benefit
      Period.

            


    

     

    
      	
               
      

            	
              (A)

            	
              For
      Disability commencing before Participant’s attainment of age 60 – age
      65.

            


    

     

    
      	
               
      

            	
              (B)

            	
              For
      Disability commencing on or after Participant’s attainment of age 60 – 60
      months.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Disability Retirement
      Pension.  For a Participant who is a Harrisburg Plant
      Employee, the provisions governing a Disability Retirement Benefit under
      Section 5.04 of the Plan shall apply to such Participant, except that
      references to entitlement to benefits under a long-term disability plan of
      the Company shall also include entitlement to a Total and Permanent
      Disability Benefit under Section I2.08(g), and the definition of the term
      “Disability” set forth in Section I2.08(g)(2)(D) shall apply for such
      Participants in lieu of the definition of Disability set forth in Section
      1.12 of the Plan.

            


    

     

    
      	
              (i)

            	
              Enhanced Retirement
      Program.

            


    

     

    
      	
               
      

            	
              (1)

            	
              This
      Section I2.08(i) shall apply to a Participant who is a Harrisburg Plant
      Employee and who is covered by the “Agreement on the Effects of the Plant
      Closure Between Appleton Papers Inc. and Paper, Allied-Industrial,
      Chemical and Energy Workers International Union Local No. 1098,” dated
      October 22, 1999, and who, as of December 31, 2000, has or will have
      accrued not fewer than five (5) years of Vesting Service and is not less
      than fifty (50) years of age.

            


    

     

    
      	
               
      

            	
              (2)

            	
              If
      a covered Participant elects, during a fixed period of time established by
      the Company, voluntarily to retire from the service of the Company, such
      Participant shall be eligible to receive a Retirement Pension under this
      Section I2.08(i) in lieu of any other Retirement Pension provided under
      Article 5 or Section I2.08 of the Plan.  Such election shall be
      made on a form and in the manner prescribed by the Plan
      Administrator.

            


    

     

    
      	
               
      

            	
              (3)

            	
              A
      Participant who makes an election described in Paragraph (2) above shall
      receive the following enhancements to the Retirement Pension such
      Participant is otherwise entitled to receive under the Plan, effective as
      of the Participant’s actual Termination of Employment (“Retirement
      Date”):

            


    

     

    
      	
               
      

            	
              (A)

            	
              Five
      (5) years shall be added to Participant’s accrued years of Benefit
      Service;

            


    

     

    
      	
               
      

            	
              (B)

            	
              Five
      (5) years shall be added to the Participant’s age (for purposes of early
      retirement reduction only);

            


    

     

    
      	
               
      

            	
              (C)

            	
              Option
      to elect immediate commencement of Retirement Pension effective as of the
      Participant’s Retirement Date; and

            


    

     

    
      	
               
      

            	
              (D)

            	
              The
      reduction for commencement prior to Normal Retirement Date specified in
      Section I2.08(b)(2)(B), shall be replaced by the following
      table:

            


    

     

    
      	
              Age
      (adjusted per item (B) above)

              at Pension Commencement
Date

            	
              Percentage
      of Pension Payable

              Prior to Normal Retirement
    Date

            
	
              65
      or older

            	
              100%

            
	
              63
      - 64

            	
              100%

            
	
              62

            	
              100%

            
	
              61

            	
              95%

            
	
              60

            	
              90%

            
	
              59

            	
              85%

            
	
              58

            	
              80%

            
	
              57

            	
              75%

            
	
              56

            	
              70%

            
	
              55

            	
              65%

            


    

     

    (An
adjustment shall be made by straight line interpolation for ages which are not
integral.)

     

    
      	
               
      

            	
              (4)

            	
              An
      election made under Paragraph (2) above shall effective June 30, 2001,
      unless an earlier Retirement Date is agreed in writing by and between the
      electing Participant and the Company.  An election shall be
      invalid if the electing Participant terminates prior to June 30, 2001,
      without the prior written agreement of the
  Company.

            


    

     

    
      	
              I2.09

            	
              Special Spouse Benefit
      Inapplicable.  For Participants who are Harrisburg Plant
      Employees, the “Special Spouse Benefit” described in Article 6 of the Plan
      shall not apply.

            


    

     

    
      	
              I2.10

            	
              Additional Methods of
      Payment Provisions for Harrisburg Plant Employees.  In
      addition to the methods of payment provisions set forth in Article 7 of
      the plan, for Participants who are Harrisburg Plant Employees the
      following additional or alternative provisions regarding methods of
      payment shall apply:

            


    

     

    
      	
              (a)

            	
              Normal Form of
      Benefit.  For a Participant who is a Harrisburg Plant
      Employee, the provisions regarding a Retirement Pension set forth in
      Section I2.08(c) (which provides for a Special Early Retirement Pension
      terminating at the earlier of age 65 or death) or in Section I2.08(g)
      (relating to the Total and Permanent Disability Benefit) shall apply to a
      Retirement Pension for such Participant in addition to any other
      provisions in Article 7 of the
Plan.

            


    

     

    
      	
              (b)

            	
              Reserved.

            


    

     

    
      	
              I2.11

            	
              Additional or
      Alternative Actuarial Assumptions.  The following
      additional or alternative actuarial assumptions shall apply, as
      applicable, with respect to a Participant who is a Harrisburg Plant
      Employees in lieu of any actuarial assumptions given in Appendix A to the
      Plan which would otherwise apply.  The actuarial assumptions set
      forth in Appendix A or this Section I2.11, as applicable, shall be used to
      determine benefits for Participants who are Harrisburg Plant Employees and
      who either separate from service or accrue benefits on or after January 1,
      1984.  For all other such Participants, actuarial determinations
      governing benefits under the Plan or the Harrisburg Plant Plan shall be
      made in accordance with the Harrisburg Plant Plan as in effect before
      January 1, 1984.

            


    

     

    
      	
              (a)

            	
              50% Joint and
      Surviving Spouse Annuity.  The following table shows the
      percentage of the basic monthly Retirement Pension payable to a
      Participant who is a Harrisburg Plant Employee and continuing to his
      Surviving Spouse at one-half the rate (i.e., 50%) after his death during
      the remaining lifetime of such
Spouse.

            


    

     

    
      	
              Age
      of

              Surviving

              Spouse

            	
              Age
      of Participant

            
	 
      	
              55

            	
              56

            	
              57

            	
              58

            	
              59

            	
              60

            	
              61

            	
              62

            	
              63

            	
              64

            	
              65

            
	
              65

            	
              94.2

            	
              93.6

            	
              93.0

            	
              92.3

            	
              91.6

            	
              90.8

            	
              90.0

            	
              89.0

            	
              88.1

            	
              87.0

            	
              85.9

            
	
              64

            	
              93.8

            	
              93.2

            	
              92.5

            	
              91.8

            	
              91.1

            	
              90.3

            	
              89.4

            	
              88.4

            	
              87.4

            	
              86.3

            	
              85.2

            
	
              63

            	
              93.4

            	
              92.7

            	
              92.1

            	
              91.3

            	
              90.6

            	
              89.7

            	
              88.8

            	
              87.8

            	
              86.8

            	
              85.7

            	
              84.5

            
	
              62

            	
              92.9

            	
              92.3

            	
              91.6

            	
              90.8

            	
              90.0

            	
              89.1

            	
              88.2

            	
              87.2

            	
              86.1

            	
              85.0

            	
              83.8

            
	
              61

            	
              92.5

            	
              91.9

            	
              91.1

            	
              90.3

            	
              89.5

            	
              88.6

            	
              87.6

            	
              86.6

            	
              85.5

            	
              84.3

            	
              83.1

            
	
              60

            	
              92.1

            	
              91.4

            	
              90.7

            	
              89.8

            	
              89.0

            	
              88.0

            	
              87.0

            	
              86.0

            	
              84.8

            	
              83.6

            	
              82.4

            
	
              59

            	
              91.7

            	
              91.0

            	
              90.2

            	
              89.3

            	
              88.4

            	
              87.5

            	
              86.4

            	
              85.4

            	
              84.2

            	
              83.0

            	
              81.7

            
	
              58

            	
              91.2

            	
              90.5

            	
              89.7

            	
              88.8

            	
              87.9

            	
              86.9

            	
              85.9

            	
              84.8

            	
              83.6

            	
              82.4

            	
              81.0

            
	
              57

            	
              90.8

            	
              90.0

            	
              89.2

            	
              88.3

            	
              87.4

            	
              86.4

            	
              85.3

            	
              84.2

            	
              83.0

            	
              81.7

            	
              80.4

            
	
              56

            	
              90.4

            	
              89.6

            	
              88.7

            	
              87.8

            	
              86.9

            	
              85.8

            	
              84.7

            	
              83.6

            	
              82.4

            	
              81.1

            	
              79.8

            
	
              55

            	
              89.9

            	
              89.1

            	
              88.3

            	
              87.3

            	
              86.3

            	
              85.3

            	
              84.2

            	
              83.0

            	
              81.8

            	
              80.5

            	
              79.2

            
	
              54

            	
              89.5

            	
              88.7

            	
              87.8

            	
              86.9

            	
              85.8

            	
              84.8

            	
              83.7

            	
              82.5

            	
              81.2

            	
              79.9

            	
              78.6

            
	
              53

            	
              89.1

            	
              88.2

            	
              87.3

            	
              86.4

            	
              85.4

            	
              84.3

            	
              83.1

            	
              81.9

            	
              80.7

            	
              79.4

            	
              78.0

            
	
              52

            	
              88.7

            	
              87.8

            	
              86.9

            	
              85.9

            	
              84.9

            	
              83.8

            	
              82.6

            	
              81.4

            	
              80.1

            	
              78.8

            	
              77.4

            
	
              51

            	
              88.3

            	
              87.4

            	
              86.4

            	
              85.4

            	
              84.4

            	
              83.3

            	
              82.1

            	
              80.9

            	
              79.6

            	
              78.3

            	
              76.9

            
	
              50

            	
              87.8

            	
              87.0

            	
              86.0

            	
              85.0

            	
              83.9

            	
              82.8

            	
              81.6

            	
              80.4

            	
              79.1

            	
              77.8

            	
              76.4

            


    

     

    An
interpolation shall be made for the age of the Participant on the basis of full
years and months as of the date of retirement.  Age for the Spouse
shall be rounded to the nearest even age in full years as of the date of the
Participant’s retirement.  Factors for other ages shall be determined
on a comparable basis and are available upon request.

     

    
      	
              (b)

            	
              Additional Factors for
      Code Section 415 Limits.  In addition to the interest
      rate and mortality tables listed at Section 1.04 of Appendix A to the
      Plan, the following factors shall apply to Harrisburg Plant
      Employees:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Interest:  For
      Retirement Pensions payable in a form other than an annuity, for life only
      or a qualified joint and survivor annuity, 5% shall be
    used.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Mortality:  For
      payments made prior to July 1, 1996, the 1971 Group Annuity Mortality
      Table project to 1978 according to Scale E (males, 3 year
      setback).

            


    

     

    
      	
              (c)

            	
              Suspended or Duplicate
      Benefits.  For purposes of all calculations to which
      Section 1.05 of Appendix A to the Plan applies, for Participants who are
      Harrisburg Plant Employees the following factors
  apply:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Interest:  8.25%.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Mortality:  The
      1971 Group Annuity Mortality Table projected to 1978 according to Scale E
      (males, 3 year setback).

            


    

     

    
      	
              (d)

            	
              All Other
      Equivalencies.  For purposes of all calculations to which
      Section 1.08 of Appendix A to the Plan applies, for Participants who are
      Harrisburg Plant Employees, the Mortality Table used shall be the 1971
      Group Annuity Mortality Table projected to 1978 according to Scale E
      (males, 3 year setback).

            


    

     

    * * * *
*