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                                                                     EXHIBIT 4.4

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             AMENDMENT NO. 2 TO MORTGAGE, ASSIGNMENT OF LEASES AND
                                    RENTS,
                  SECURITY AGREEMENT AND FINANCING STATEMENT


          THIS AMENDMENT NO. 2 TO MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,
      SECURITY AGREEMENT AND FINANCING STATEMENT (this "Amendment") is made as
      of the 27/th/ day of June, 2000 between REPUBLIC PAPERBOARD COMPANY, a
      Kansas corporation, having an address at 811 East 30th Street, Hutchinson,
      Kansas 67503 (the "Mortgagor"), and BANK OF AMERICA, N.A. (successor to
      NationsBank, N.A.), as Administrative Agent., having an address at 910
      North 11/th/ Street, St. Louis, Missouri 63101, not in its individual
      capacity but in its limited capacity as Agent (as defined below) (the
      "Mortgagee").

                             W I T N E S S E T H:

          WHEREAS, Republic Group Incorporated (the "Borrower"), certain Banks
     (the "Banks"), the LC Issuing Banks referred to therein, Morgan Guaranty
     Trust Company of New York, as Syndication Agent, and NationsBank, N.A., as
     Administrative Agent for the Banks, are parties to a Credit Agreement dated
     as of July 15, 1998 (as amended prior to the date hereof, the "Original
     Credit Agreement");

          WHEREAS, pursuant to that certain Subsidiary Guarantee dated as of
     July 15, 1998 (as amended and in effect from time to time, the "Guaranty")
     from the Subsidiary Guarantors (including Mortgagor) to the Agent, the
     Mortgagor guaranteed the obligations of the Borrower under the Original
     Credit Agreement;

          WHEREAS, Mortgagor, in order to secure payment, performance and
     observance of its indebtedness, liabilities and obligations arising under
     the Guaranty, entered into a Mortgage, Assignment of Leases and Rents,
     Security Agreement and Financing Statement dated as of July 15, 1998 (the
     "Original Mortgage") with the Mortgagee, which Mortgage was recorded on
     July 17, 1998 in Comanche County, Oklahoma, as document number 014338, in
     Book 3056, Page 91, which Mortgage encumbers the interest of Mortgagor in
     and to the parcel of land and improvements thereon described in Schedule A
     annexed thereto;

          WHEREAS, the parties to the Original Credit Agreement amended and
     restated the Original Credit Agreement by entering into a First Amendment
     and Restatement dated as of March 1, 2000 (the "Amended Credit Agreement");
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          WHEREAS, in connection with the Amended Credit Agreement, the parties
     hereto entered into Amendment No. 1 to Mortgage, Assignment of Leases and
     Rents, Security Agreement and Financing Statement dated as of March 1,
     2000, which modification was recorded on March 2, 2000 in Comanche County,
     Oklahoma, as document number in Book 3371, Page 16;

          WHEREAS, the parties to the Amended Credit Agreement are entering into
     the Second Amendment and Restatement dated as of June 27, 2000 in order to,
     among other things, increase the amount of the revolving credit commitments
     (as so amended and restated and as further amended from time to time, the
     "Credit Agreement"); and

          WHEREAS, in connection with such amendment, the parties hereto have
     agreed to further amend the Original Mortgage;

          NOW, THEREFORE, in consideration of the premises, and for other good
     and valuable consideration, the receipt and sufficiency of which are hereby
     acknowledged, the parties hereto agree as follows:

          1.   Section 7.08 of the Mortgage is amended and restated to read in
     full as follows:

               The Secured Obligations secured by this Mortgage
               include Revolving Credit Loans and LC Reimbursement
               Obligations which are revolving in nature, which may be
               advanced, paid, and readvanced from time to time after
               the date hereof. The aggregate maximum principal amount
               of Total Revolving Outstanding Amount which may be
               outstanding at any one time is $55,000,000.
               Notwithstanding the foregoing, the aggregate maximum
               principal amount of Secured Obligations which may be
               outstanding at any one time is $100,000,000. The
               interest of the Mortgagee hereunder will remain in full
               force and effect notwithstanding a zero balance of the
               Total Revolving Outstanding Amount and the Lien of this
               Mortgage will not be extinguished until all Secured
               Obligations have been paid and performed and the
               obligation of all Bank Parties to extend further credit
               under the Loan Documents shall have expired or
               terminated.

                                       2
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          2.   Except as modified hereby, the terms and conditions of the
     Original Mortgage remain unchanged and in full force and effect and are
     hereby ratified and confirmed and the aggregate principal amount that at
     any time is secured hereby remains $100,000,000. Mortgagor hereby confirms
     that it has no defenses or offsets with respect to its obligations under
     the Original Mortgage, as modified hereby.

          3.   This Amendment may be executed in counterparts, each of which
     shall constitute an original and all of which together shall constitute the
     same instrument.

                                       3
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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date and year first above written.

                                   REPUBLIC PAPERBOARD COMPANY,
                                   as Mortgagor


                                   By:    /s/ DOYLE R. RAMSEY
                                          --------------------------------------
                                   Name:  Doyle R. Ramsey
                                   Title: Executive Vice President & CFO



                                   BANK OF AMERICA, N.A. (as successor to
                                   NationsBank, N.A.), as Mortgagee



                                   By:    /s/ THOMAS R. MAHONEY
                                          --------------------------------------
                                   Name:  Thomas R. Mahoney
                                   Title: Senior Vice President
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State of Kansas          )
                       ss:
County of Reno           )

This instrument was acknowledged before me on June __, 2000 by
Doyle R. Ramsey as Executive Vice President of Republic Paperboard Company, a
Kansas corporation.

                                                  /s/ JANEY O. RIFE
                                                  ------------------------------
                                                  Notarial Officer

(Seal, if any)

__________________________
Title (and Rank)


My commission expires:

__________________________.
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State of Missouri        )
                       ss:
County of Jackson        )


This instrument was acknowledged before me on June 23rd, 2000 by
Thomas Mahoney as Senior Vice President of Bank of America, N.A.


                                                  /s/ AYANNA L. WOODSON
                                                  ------------------------------
                                                  Notarial Officer

(Seal, if any)

__________________________
Title (and Rank)


My commission expires:

July 20, 2003.




Drafted by and when
recorded, return to:

Susan D. Kennedy, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
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                                  SCHEDULE A
                            Description of the Land