PRIMESOURCE CORPORATION

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                            (Effective March 1, 2000)


                                Amendment 2001-2


         PRIMESOURCE CORPORATION, a Pennsylvania corporation, (the "Company")
established the PrimeSource Corporation Supplemental Executive Retirement Plan
(the "Plan") providing supplemental pension benefits to a select group of key
employees of the Company upon their retirement, as a recognition of long years
of loyal and efficient service.

         The Company hereby amends the Plan by revising Section 1(h) thereof to
read as follows, effective as of September 4, 2001 (new language is underlined
and in bold):

                  (h) "Compensation" shall mean the total taxable remuneration
         for services paid to a Participant by the Company plus amounts which a
         Participant elects to have withheld from his remuneration for services
         and which are not subject to federal income tax by reason of section
         402(g) of the Code or section 125 of the Code less deferred
         compensation, restricted stock, income from receipt or exercise of
         stock options, severance pay, the value of welfare benefits, moving
         expense allowances, expense reimbursements or other allowances,
         perquisites and similar items (whether or not includible in gross
         income). In no event shall "Compensation" include payments to James F.
         Mullan, William A. DeMarco, Edward W. Padley and D. James Purcell
         pursuant to their respective Cancellation Agreements with the Company,
         each dated as of September 4, 2001.


         Executed this 4th day of September, 2001.


Witness:                                   PRIMESOURCE CORPORATION


/s/ William A. DeMarco                        By: /s/ James F. Mullan
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William A. DeMarco, Vice President            James F. Mullan, CEO and President