RESOLUTIONS OF THEBENEFIT FINANCE COMMITTEE OFAPPLETON PAPERS INC.

(a)

General.  The purpose of this Section 7.14 is to comply with the requirements of Code §436.  Terms used in this Section 1.04 shall in all events be defined and interpreted, to the extent not set forth herein, by reference to Code §436 and regulations issued by the Secretary of Treasury thereunder.  The application of the Code §436 limitations may be avoided or terminated in accordance with any of the rules set forth in Code §436 and Treas. Reg. §1.436-1(f).

(b)

Funding Based Limitations on Unpredictable Contingent Event Benefits.  If a participant is entitled to an unpredictable contingent event benefit payable with respect to any event occurring during any Plan Year, such benefit may not be provided if the adjusted funding target attainment percentage for such Plan Year (i) is less than 60 percent, or (ii) would be less than 60 percent taking into account such occurrence.  This subsection (b) shall cease to apply with respect to any Plan Year, effective as of the first day of the Plan Year, upon payment by the Company of a contribution (in addition to any minimum required contribution under Code §430) equal to (A) in the case of clause (i), the amount of the increase in the funding target of the Plan (under Code §430) for the Plan Year attributable to such occurrence, and (B) in the case of clause (ii), the amount sufficient to result in an adjusted funding target attainment percentage of 60 percent.

(c)

Limitations on Amendments Increasing Liability for Benefits.  No amendment which has the effect of increasing liabilities of the Plan by reason of increases in benefits, establishment of new benefits, changing the rate of benefit accrual, or changing the rate at which benefits become nonforfeitable may take effect during any Plan Year if the adjusted funding target attainment percentage for such Plan Year (i) is less than 60 percent, or (ii) would be less than 60 percent taking into account such occurrence.  This subsection (c) shall cease to apply with respect to any Plan Year, effective as of the first day of the Plan Year (or if later, the effective date of the amendment), upon payment by the Plan sponsor of a contribution (in addition to any minimum required contribution under Code §430) equal to (A) in the case of clause (i), the amount of the increase in the funding target of the Plan (under Code §430) for the Plan Year attributable to the amendment, and (B) in the case of clause (ii), the amount sufficient to result in an adjusted funding target attainment percentage of 80 percent.  This subsection (c) shall not apply to any amendment which provides for an increase in benefits under a formula which is not based on a participant's compensation, but only if the rate of such increase is not in excess of the contemporaneous rate of increase in average wages of participants covered by the amendment.

(d)

Limitations on Accelerated Benefit Distributions.

 

(1)

In any case in which the Plan's adjusted funding target attainment percentage for a Plan Year is less than 60 percent, the Plan may not pay any prohibited payment after the valuation date for the Plan Year.

 

(2)

During any period in which the Company is a debtor in a case under title 11, United States Code, or similar Federal or State law, the Plan may not pay any prohibited payment.  The preceding sentence shall not apply on or after the date on which the enrolled actuary of the Plan certifies that the adjusted funding target attainment percentage of the Plan is not less than 100 percent.

 

(3)

In any case in which the Plan's adjusted funding target attainment percentage for a Plan Year is 60 percent or greater but less than 80 percent, the Plan may not pay any prohibited payment after the valuation date for the Plan Year to the extent the amount of the payment exceeds the lesser of (i) 50 percent of the amount of the payment which could be made without regard to this section, or (ii) the present value (determined under guidance prescribed by the Pension Benefit Guaranty Corporation, using the interest and mortality assumptions under Code §417(e)) of the maximum guarantee with respect to the participant under section 4022 of the Employee Retirement Income Security Act of 1974.  Only 1 prohibited payment meeting the requirements of this paragraph (3)  may be made with respect to any participant during any period of consecutive Plan Years to which the limitations under either paragraph (1) or (2) or this paragraph applies.   For purposes of this paragraph (3), a participant and any beneficiary on his behalf (including an alternate payee, as defined in Code §414(p)(8)) shall be treated as 1 participant.  If the accrued benefit of a participant is allocated to such an alternate payee and 1 or more other persons, the amount under this paragraph (3) shall be allocated among such persons in the same manner as the accrued benefit is allocated unless the qualified domestic relations order (as defined in Code §414(p)(1)(A)) provides otherwise.

 

(e)

Limitation on Benefit Accruals (Severe Funding Shortfall).  In any case in which the Plan's adjusted funding target attainment percentage for a Plan Year is less than 60 percent, benefit accruals under the Plan shall cease as of the valuation date for the Plan Year.  This subsection (e) shall cease to apply with respect to any Plan Year, effective as of the first day of the Plan Year, upon payment by the Company of a contribution (in addition to any minimum required contribution under Code §430) equal to the amount sufficient to result in an adjusted funding target attainment percentage of 60 percent.

 

(c)

Benefit Payments in Event of Funding-Based Limitations.  If an optional form of benefit that is otherwise available under the terms of the Plan is not available to a participant as of the annuity starting date because of the application of Treas. Reg. §1.436-1(d)(3)(i), then the affected participant or beneficiary may elect to:  (1) receive the unrestricted portion of that optional form of benefit (determined under the rules of Treas. Reg. §1.436-1(d)(3)(iii)(D)) at that annuity starting date, determined by treating the unrestricted portion of the benefit as if it were the participant's or beneficiary's entire benefit under the Plan; (2) commence benefits with respect to the participant's or beneficiary's entire benefit under the Plan in any other optional form of benefit available under the Plan at the same annuity starting date that satisfies Treas. Reg. §1.436-1(d)(3)(i); or (3) defer commencement of the payments to the extent described in Treas. Reg. §1.436-1(d)(5).

 

(b)

In the case of a death or disability occurring on or after January 1, 2007, if a participant dies while performing qualified military service (as defined in Code Section 414(u)), the survivors of the participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan as if the participant had resumed and then terminated employment on account of death.

 

(c)

For years beginning after December 31, 2008, (i) an individual receiving a differential wage payment, as defined by Code Section 3401(h)(2), shall be treated as an employee of the Company, (ii) the differential wage payment shall be treated as compensation, and (iii) the Plan shall not be treated as failing to meet the requirements of any provision described in Code Section 414(u)(1)(C) by reason of any contribution or benefit which is based on the differential wage 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.

(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)

With respect to the 100% Surviving Spouse Option, 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.

(c)

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.

1.05

Small Benefits.

(a)

Effective date.  Except as provided by the Pension Benefit Guaranty Corporation (PBGC) and IRS, the limitations of this Section 1.05 shall first apply in determining the amount payable to a Participant having an annuity starting date in a Plan Year beginning on or after January 1, 2008.

(b)

Applicable interest rate.  For purposes of the Plan's provisions relating to the calculation of the present value of a benefit payment that is subject to Code Section 417(e), as well as any other Plan provision referring directly or indirectly to the "applicable interest rate" or "applicable mortality table" used for purposes of Code Section 417(e), any provision prescribing the use of the annual rate of interest on 30-year U.S. Treasury securities shall be implemented by instead using the rate of interest determined by applicable interest rate described by Code Section 417(e) after its amendment by PPA.  Specifically, the applicable interest rate shall be the adjusted first, second, and third segment rates applied under the rules similar to the rules of Code Section 430(h)(2)(C) for the calendar month (lookback month) before the first day of the Plan Year in which the annuity starting date occurs (stability period).  For this purpose, the first, second, and third segment rates are the first, second, and third segment rates which would be determined under Code Section 430(h)(2)(C) if:  (1) Code §430(h)(2)(D) were applied by substituting the average yields for the month described in the preceding paragraph for the average yields for the 24-month period described in such section; (2) Code §430(h)(2)(G)(i)(II) were applied by substituting "Section 417(e)(3)(A)(ii)(II) for "Section 412(b)(5)(B)(ii)(II);" and (3) the applicable percentage under Code §430(h)(2)(G) is treated as being 20% in 2008, 40% in 2009, 60% in 2010, and 80% in 2011.

(c)

Applicable mortality assumption.  For purposes of the Plan's provisions relating to the calculation of the present value of a benefit payment that is subject to Code §417(e), as well as any other Plan provision referring directly or indirectly to the "applicable interest rate," any provision directly or indirectly prescribing the use of the mortality table described in Revenue Ruling 2001-62 shall be amended to prescribe the use of the applicable annual mortality table within the meaning of Code §417(e)(3)(B), as initially described in Revenue Ruling 2007-67.