0001193125-08-073444 Sample Contracts

CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
Confidentiality and Non-Competition Agreement • April 2nd, 2008 • Verso Paper Corp. • Paper mills • Delaware

This Confidentiality and Non-Competition Agreement (this “Agreement”) is entered into as of January 1, 2008, by and between Verso Paper Holdings LLC, a Delaware limited liability company (“Verso Paper”), and Peter H. Kesser (“Employee”), to allow Employee to have access to certain valuable competitive information and business relationships of Verso Paper while also providing protection for such information and relationships.

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SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF VERSO PAPER MANAGEMENT LP FEBRUARY 26, 2008
Limited Partnership Agreement • April 2nd, 2008 • Verso Paper Corp. • Paper mills • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) OF VERSO PAPER MANAGEMENT LP, formerly known as CMP Management LP (the “Partnership”), is made and entered into as of February 26, 2008, by and among Verso Paper Investments LP (formerly known as CMP Investments LP), a Delaware limited partnership (“Verso Paper Investments”), as the General Partner and as a Limited Partner, and the Management Limited Partners, each as a Limited Partner. Capitalized terms used in this Agreement shall have the meanings ascribed to them in Article II.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 2nd, 2008 • Verso Paper Corp. • Paper mills

This First Amendment to Employment Agreement (this “Amendment”) is made and entered into as of January 1, 2008, by and between Mike Jackson (the “Executive”) and Verso Paper Holdings LLC, a Delaware limited liability company (together with any of its subsidiaries and affiliates as may employ the Executive from time to time, and any successor(s) thereto, the “Company”).

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