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NewPage Holdings Inc. Sample Contracts

VERSO PAPER HOLDINGS LLC and VERSO PAPER INC. as Issuers, and the Guarantors named herein 11.75% Senior Secured Notes due 2019 FORM OF INDENTURE Dated as of [ ], 2014 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
Indenture • January 6th, 2014 • NewPage Holdings Inc. • Paper mills • New York

INDENTURE dated as of [ ], 2014 among VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Company”), VERSO PAPER INC., a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers” and each an “Issuer”), the Guarantors (as defined herein) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

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Standard Contracts

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DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 31st, 2013 • NewPage Holdings Inc. • Delaware

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of December 21, 2012, by and between NEWPAGE CORPORATION, a Delaware corporation (“Company”), and ROBERT J. BASS (“Indemnitee”). The Company and Indemnitee agree as follows:

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EMPLOYMENT AGREEMENT
Employment Agreement • May 31st, 2013 • NewPage Holdings Inc. • Ohio

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of December 13, 2012, between NEWPAGE CORPORATION (“Company”) and JAMES C. TYRONE (“Executive”). The Company and Executive agree as follows:

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AGREEMENT AND PLAN OF MERGER by and among VERSO PAPER CORP., VERSO MERGER SUB INC., and NEWPAGE HOLDINGS INC. Dated as of January 3, 2014
Merger Agreement • January 6th, 2014 • NewPage Holdings Inc. • Paper mills • New York

AGREEMENT AND PLAN OF MERGER, dated as of January 3, 2014 (this “Agreement”), by and among VERSO PAPER CORP., a Delaware corporation (“Parent”), VERSO MERGER SUB INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”) and NEWPAGE HOLDINGS INC., a Delaware corporation (the “Company”).

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FORM OF SUPPORT AGREEMENT
Support Agreement • January 6th, 2014 • NewPage Holdings Inc. • Paper mills • Delaware

This SUPPORT AGREEMENT (this “Agreement”), dated as of January 3, 2014, is by and among NewPage Holdings Inc., a Delaware corporation (the “Company”), Verso Paper Corp., a Delaware corporation (“Parent”) and the undersigned stockholder (the “Stockholder”) of the Company.

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VOTING AGREEMENT
Voting Agreement • January 6th, 2014 • NewPage Holdings Inc. • Paper mills • Delaware

This VOTING AGREEMENT (this “Agreement”), dated as of January 3, 2014, is by and among NewPage Holdings Inc., a Delaware corporation (the “Company”), Verso Paper Corp., a Delaware corporation (“Parent”) and the undersigned stockholder (the “Stockholder”) of Parent.

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NEWPAGE HOLDINGS INC. 2012 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 31st, 2013 • NewPage Holdings Inc. • Delaware

THIS AGREEMENT is made as of (“Grant Date”), between NewPage Holdings Inc., a Delaware corporation (the “Company”), and [•] (“Grantee”). This Agreement provides for a grant of Restricted Stock Units to the Grantee pursuant to the NewPage Holdings Inc. 2012 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement are as defined in the Plan. The Company and Grantee agree as follows:

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STOCKHOLDERS AGREEMENT among NEWPAGE HOLDINGS INC. and EACH OF THE STOCKHOLDERS PARTY HERETO Dated as of December 21, 2012
Stockholders Agreement • May 31st, 2013 • NewPage Holdings Inc. • Delaware

This STOCKHOLDERS AGREEMENT, dated as of December 21, 2012 (this “Agreement”), is entered into among NEWPAGE HOLDINGS INC., a Delaware corporation (the “Company”), and the Stockholders and each Person that hereafter becomes a Stockholder and is required by this Agreement to become a Party hereto and, solely for purposes of Sections 5.4 and 5.5, the Employee Stockholders. Capitalized terms not otherwise defined herein have the meanings set forth in Article I.

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AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT AMONG NEWPAGE HOLDINGS INC. AND EACH OF THE STOCKHOLDERS PARTY THERETO
Stockholders Agreement • January 6th, 2014 • NewPage Holdings Inc. • Paper mills

This Amendment No. 1 (this “Amendment”), dated as of January 3, 2014 to the Stockholders Agreement (the “Stockholders Agreement”), dated as of December 21, 2012, among NewPage Holdings Inc., a Delaware corporation (the “Company”) and each of the Stockholders party thereto, is entered into among the Company and those Stockholders whose name and number of shares held in the capital stock of the Company are listed on the signature pages hereto (together with the Company, the “Parties”). Capitalized terms used but not defined herein shall have the meanings set forth in the Stockholders Agreement.

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FORM OF NEWPAGE HOLDINGS INC. 2012 LONG-TERM INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • May 31st, 2013 • NewPage Holdings Inc. • Delaware

THIS AGREEMENT is made as of [•], 2013 (“Grant Date”), between NewPage Holdings Inc., a Delaware corporation (the “Company”), and [•] (“Grantee”). This Agreement provides for a grant of Options to the Grantee pursuant to the NewPage Holdings Inc. 2012 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement are as defined in the Plan. The Company and Grantee agree as follows:

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DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Indemnification & Liability • May 31st, 2013 • NewPage Holdings Inc. • Delaware

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of December 21, 2012, by and between NEWPAGE CORPORATION, a Delaware corporation (“Company”), and JOHN F. MCGOVERN (“Indemnitee”). The Company and Indemnitee agree as follows:

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AGREEMENT
Director and Chairman Agreement • May 31st, 2013 • NewPage Holdings Inc. • Delaware

This AGREEMENT (this “Agreement”), dated as of December 20, 2012, is hereby entered into by and between NewPage Corporation, a Delaware corporation with its principal place of business in Miamisburg, Ohio (the “Company”), and Mark A. Angelson, an individual currently residing at 876 Park Avenue, New York, New York 10075 (“Angelson”).

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NewPage Holdings Inc. Letterhead]
Pro Rata Bonus Agreement • December 31st, 2014 • NewPage Holdings Inc. • Paper mills

As you are aware, NewPage Holdings Inc. (the “Company”) has agreed to be acquired by Verso Paper Corp. (“Verso”), pursuant to the terms of the Agreement and Plan of Merger, dated as of January 3, 2014, by and among Verso, Verso Merger Sub Inc., an indirect wholly owned subsidiary of Verso (“Merger Sub”) and the Company (the “Merger Agreement”). At the effective time of the Merger, Merger Sub will be merged with and into the Company, and the Company will survive as an indirect wholly owned subsidiary of Verso (the “Merger”).

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