THEEXECUTIVE NONQUALIFIED "EXCESS" PLAN

The Deferred Compensation Account of a Participant shall be credited with the amount of any Participant Deferral to such account at the time designated below:

 

(a)

This is a newly-established Plan, and the Effective Date of the Plan is

 .

 

(b)            This is an amendment and restatement of a plan named

 

The Nonqualified Excess Plan of Appleton Papers Inc. with an effective date of 02/01/2006.

 

(i)

All amounts in Deferred Compensation Accounts shall be subject to the provisions of this amended and restated Plan.

 

(ii)

Any Grandfathered Amounts shall be subject to the Plan rules in effect on October 3, 2004.

 

(b)

The later of age   or the   anniversary of the participation commencement date. The participation commencement date is the first day of the first Plan Year in which the Participant commenced participation in the Plan.

 

Participating Employer(s): As of the Effective Date, the following Participating Employer(s) are parties to the Plan:

Name of Employer

Address

Telephone No.

EIN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(b)

Completed   Years of Service from First Date of Service.

 

(c)

Attained age   and completed   Years of Service from First Date of Service.

 

(d)

Attained an age as elected by the Participant.

 

(e)

Not applicable – distribution elections for Separation from Service are not based on Seniority Date

 

(a)

Employer Discretionary Credits: The Employer may make discretionary credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:

 

(i)

An amount determined each Plan Year by the Employer.

(ii)

Other:

 

(b)

Other Employer Credits: The Employer may make other credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:

 

(i)

An amount determined each Plan Year by the Employer.

(ii)

Other:  See Exhibit A.

Death of a Participant: If the Participant dies while in Service, the Employer shall pay a benefit to the Beneficiary in an amount equal to the vested balance in the Deferred Compensation Account of the Participant determined as of the date payments to the Beneficiary commence, plus:

In-Service or Education Distributions: In-Service and Education Accounts are permitted under the Plan:

 

(a)

Participants may apply to have accounts distributed upon an Unforeseeable Emergency event. See Exhibit A

 

(b)

Participants may not apply to have accounts distributed upon an Unforeseeable Emergency event.

Payment Options: Any benefit payable under the Plan upon a permitted Qualifying Distribution Event may be made to the Participant or his Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant in the Participation Agreement:

 

(i)

A lump sum.

 

(ii)

Annual installments over a term certain as elected by the Participant not to exceed 5 years.

 

(iii)

Other:

 

(i)

A lump sum.

 

(ii)

Annual installments over a term certain as elected by the Participant not to exceed  years.

 

(iii)

Other:

 

(i)

A lump sum.

 

(ii)

Annual installments over a term certain as elected by the Participant not to exceed 5 years.

 

(iii)

Other:

 

(i)

A lump sum.

 

(ii)

Annual installments over a term certain as elected by the Participant not to exceed  years.

 

(iii)

Other:

 

(i)

A lump sum.

 

(ii)

Annual installments over a term certain as elected by the Participant not to exceed 5 years.

 

(iii)

Other:

 

(i)

A lump sum.

 

(ii)

Annual installments over a term certain as elected by the Participant not to exceed 5 years.

 

(iii)

Other: 

 

(iv)

Not applicable 

 

(a)

Notwithstanding any payment election made by the Participant, the vested balance in the Deferred Compensation Account of the Participant will be distributed in a single lump sum payment at the time designated under the Plan if at the time of a permitted Qualifying Distribution Event that is either a Separation from Service, death, Disability (if applicable) or Change in Control Event (if applicable) the vested balance does not exceed $ .  In addition, the Employer may distribute a Participant's vested balance at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant's entire interest in the Plan

 

(b)

There shall be no pre-determined de minimis amount under the Plan; however, the Employer may distribute a Participant's vested balance at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant's entire interest in the Plan.

 

(b)

Employer or Participating Employer who employed the Participant when amounts were deferred.

Construction: The provisions of the Plan shall be construed and enforced according to the laws of the State of Wisconsin, except to the extent that such laws are superseded by ERISA and the applicable provisions of the Code.

 

Section 2.9 of the Adoption Agreement shall be amended to read as follows:

 

The Deferred Compensation Account of a Participant shall be credited with the amount of any Participant Deferral to such account at the time designated below:

 

The Deferred Compensation Account of a Participant shall be credited with the amount of any Employer Credits to such account at the time designated below:

 

(b)

Other Employer Credits: The Employer may make other credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:

 

(i)

An amount determined each Plan Year by the Employer.

(ii)

Other: Employer Credits will be calculated as follows:

·  

6% of any deferral amounts into the Plan, plus an amount equal to the Retirement Contribution percentage associated with the participant’s age + service points for the plan year.

·  

6% of compensation amounts above the IRS Section 401(a)(17)(B) limit ($230,000 in 2008, $245,000 in 2009), plus an amount equal to the Retirement Contribution percentage associated with your age + service points for that year.

·  

Credits will not be calculated twice on compensation that falls into both categories above.

 

(a)

Participants may apply to have accounts distributed upon an Unforeseeable Emergency event.  This applies to participant deferrals only.  No Employer Credits may be distributed due to an Unforeseeable Emergency Event.

 

(b)

Participants may not apply to have accounts distributed upon an Unforeseeable Emergency event.