Unassociated Document


    
      
         

         

         

         

        VERSO
PAPER DEFERRED COMPENSATION PLAN

         

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        The
CORPORATEplan for
Retirement SM 

        EXECUTIVE
Plan

         

        BASIC PLAN
DOCUMENT

         

        IMPORTANT
NOTE

         

        
          This
document has not been approved by the Department of Labor, the Internal Revenue
Service or any other governmental entity. The Employer must determine whether
the plan is subject to the Federal securities laws and the securities laws of
the various states. The Employer may not rely on this document to ensure any
particular tax consequences or to ensure that the Plan is “unfunded and
maintained primarily for the purpose of providing deferred compensation to a
select group of management or highly compensated employees” under the Employee
Retirement Income Security Act with respect to the Employer’s
particular situation. Fidelity Management Trust Company, its affiliates and
employees cannot and do not provide legal or tax advice or opinions in
connection with this document. This document does not constitute legal or tax
advice or opinions and is not intended or written to be used, and it cannot be
used by any taxpayer, for the purposes of avoiding penalties that may be imposed
on the taxpayer. This document must be reviewed by
the Employer’s
attorney prior to adoption.

        


        
          
             


          

          
             


            
              

            

          

          
             


          

        

        


         

        
          CORPORATEplan
for Retirement EXECUTIVE

          BASIC
PLAN DOCUMENT

           

        

        
          
            
              	
                      ARTICLE
      1

                    	 
      
	
                      ADOPTION
      AGREEMENT

                    	
                      1

                    
	 
      	 
      
	
                      ARTICLE
      2

                    	 
      
	
                      DEFINITIONS

                    	
                      1

                    
	 
      	 
      
	
                      2.01
      - Definitions

                    	
                      1

                    
	 
      	 
      
	
                      ARTICLE
      3

                    	 
      
	
                      PARTICIPATION

                    	
                      5

                    
	 
      	 
      
	
                      3.01
      - Date of Participation

                    	
                      5

                    
	
                      3.02
      - Participation Following a Change in Status

                    	
                      5

                    
	 
      	 
      
	
                      ARTICLE
      4

                    	 
      
	
                      CONTRIBUTIONS

                    	
                      6

                    
	 
      	 
      
	
                      4.01
      - Deferral Contributions

                    	
                      6

                    
	
                      4.02
      - Matching Contributions

                    	
                      7

                    
	
                      4.03
      - Employer Contributions

                    	
                      7

                    
	
                      4.04
      - Election Forms

                    	
                      7

                    
	 
      	
                       

                    
	
                      ARTICLE
      5

                    	 
      
	
                      PARTICIPANTS’
      ACCOUNTS

                    	
                      7

                    
	 
      	 
      
	
                      ARTICLE
      6

                    	 
      
	
                      INVESTMENT
      OF ACCOUNTS

                    	
                      8

                    
	 
      	 
      
	
                      6.01
      - Manner of Investment

                    	
                      8

                    
	
                      6.02
      - Investment Decisions, Earnings and Expenses

                    	
                      8

                    
	 
      	 
      
	
                      ARTICLE
      7

                    	 
      
	
                      RIGHT
      TO BENEFITS

                    	
                      8

                    
	 
      	 
      
	
                      7.01
      - Retirement

                    	
                      8

                    
	
                      7.02
      - Death

                    	
                      8

                    
	
                      7.03
      - Separation from Service

                    	
                      8

                    
	
                      7.04
      - Vesting after Partial Distribution

                    	
                      9

                    
	
                      7.05
      - Forfeitures

                    	
                      9

                    
	
                      7.06
      - Change in Control

                    	
                      9

                    
	
                      7.07
      - Disability

                    	
                      10

                    
	
                      7.08
      - Directors

                    	
                      10

                    
	 
      	
                       

                    
	
                      ARTICLE
      8

                    	 
      
	
                      DISTRIBUTION
      OF BENEFITS

                    	
                      10

                    
	 
      	 
      
	
                      8.01 -
      Events Triggering and Form of Distributions

                    	
                      10

                    
	
                      8.02
      - Notice to Trustee

                    	
                      12

                    
	
                      8.03 -
      Unforeseeable Emergency Withdrawals

                    	
                      12

                    


            

          

        

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

        

          
            
              
                	
                        ARTICLE
      9

                      	 
      
	
                        AMENDMENT
      AND TERMINATION

                      	
                        12

                      
	 
      	 
      
	
                        9.01
      - Amendment by Employer

                      	
                        12

                      
	
                        9.02
      - Termination

                      	
                        12

                      
	 
      	 
      
	
                        ARTICLE
      10

                      	 
      
	
                        MISCELLANEOUS

                      	
                        12

                      
	 
      	 
      
	
                        10.01
      - Communication to Participants

                      	
                        12

                      
	
                        10.02
      - Limitation of Rights

                      	
                        12

                      
	
                        10.03
      - Nonalienability of Benefits

                      	
                        12

                      
	
                        10.04
      - Facility of Payment

                      	
                        13

                      
	
                        10.05 –
      Plan Records

                      	
                        13

                      
	
                        10.06
      - USERRA

                      	
                        13

                      
	
                        10.07
      - Governing Law

                      	
                        13

                      
	 
      	
                         
      

                      
	
                        ARTICLE
      11

                      	 
      
	
                        PLAN
      ADMINISTRATION

                      	
                        13

                      
	 
      	 
      
	
                        11.01
      - Powers and Responsibilities of the Administrator

                      	
                        13

                      
	
                        11.02
      - Claims and Review Procedures

                      	
                        14

                      


              

            

          

        

         

        
          
             


          

          
            ii

            
              

            

          

          
             


          

        

         

        PREAMBLE

        
           

          It
is the intention of the Employer to establish herein an unfunded plan maintained
solely for the purpose of providing deferred compensation for a select group of
management or highly compensated employees as provided in ERISA. The Employer
further intends that this Plan comply with Code section 409A, and the Plan is to
be construed accordingly.

           

          If
the Employer has previously maintained the Plan described herein pursuant to a
previously existing plan document or description, the Employer’s adoption of
this Plan document is an amendment and complete restatement of, and supersedes,
such previously existing document or description with respect to benefits
accrued or to be paid on or after the effective date of this document (except to
the extent expressly provided otherwise herein).

           

          Article
1. Adoption
Agreement.

           

          Article
2. Definitions.

           

          2.01.   
Definitions.

           

          (a)
Wherever used herein, the following terms have the meanings set forth below,
unless a different meaning is clearly required by the context:

           

          (1)
“Account” means an account established on the books of the Employer for the
purpose of recording amounts credited to a Participant and any income, expenses,
gains, or losses attributable thereto.

           

          
            	
                     
      

                  	
                    (2)

                  	
                    “Active
      Participant” means a Participant who is eligible to accrue benefits under
      a plan (other than earnings on amounts previously deferred) within the
      24-month period ending on the date the Participant becomes a Participant
      under Section 3.01. Notwithstanding the above, however, a Participant is
      not an Active Participant if he has been paid all amounts deferred under
      the plan, provided that he was, on and before the date of the last
      payment, ineligible to continue or to elect to continue to participate in
      the plan for periods after such last payment (other than through an
      election of a different time and form of payment with respect to the
      amounts paid).

                  


          

           

          
            	
                     
      

                  	
                    (A)

                  	
                    For
      purposes of Section 4.01(d), as used in the first paragraph of the
      definition of “Active Participant” above, “plan” means an account balance
      plan (or portion thereof) of the Employer or a Related Employer subject to
      Code section 409A pursuant to which the Participant is eligible to accrue
      benefits only if the Participant elects to defer compensation thereunder,
      and the “date the Participant becomes a Participant under Section 3.01”
      refers only to the date the Participant becomes a Participant with respect
      to Deferral Contributions.

                  


          

           

          
            	
                     
      

                  	
                    (B)

                  	
                    For
      purposes of Section 8.01(a)(2), as used in the first paragraph of the
      definition of “Active Participant” above, “plan” means an account balance
      plan (or portion thereof) of the Employer or a Related Employer subject to
      Code section 409A pursuant to which the Participant is eligible to accrue
      benefits without any election by the Participant to defer compensation
      thereunder, and the “date the Participant becomes a Participant under
      Section 3.01” refers only to the date the Participant becomes a
      Participant with respect to Matching or Employer
      Contributions.

                  


          


          
            
               


            

            
              1

              
                

              

            

            
               


            

          

           

          (3)  “Administrator”
means the Employer adopting this Plan (but excluding Related Employers) or other
person designated by the Employer in Section 1.01(c).

           

          (4)  “Adoption
Agreement” means Article 1, under which the Employer establishes and adopts or
amends the Plan and selects certain provisions of the Plan. The provisions of
the Adoption Agreement are an integral part of the Plan.

           

          (5)  “Beneficiary”
means the person or persons entitled under Section 7.02 to receive benefits
under the Plan upon the death of a Participant.

           

          (6)  “Bonus”
means any Performance-based Bonus or any Non-performance-based Bonus as listed
and identified in the table in Section 1.05(a)(2) hereof.

           

          (7)  “Change
in Control” means a change in control with respect to the applicable
corporation, as defined in 26 CFR section 1.409A-3(i)(5). For purposes of this
definition “applicable corporation” means:

           

          
            	
                  	
                    (A)

                  	
                    The
      corporation for which the Participant is performing services at the time
      of the change in control event;

                  


          

           

          
            	
                  	
                    (B)

                  	
                    The
      corporation(s) liable for payment hereunder (but only if either the
      accrued benefit hereunder is attributable to the performance of service by
      the Participant for such corporation(s) or there is a bona fide business
      purpose for such corporation(s) to be liable for such payment and, in
      either case, no significant purpose of making such corporation(s) liable
      for such benefit is the avoidance of Federal income tax);
    or

                  


          

           

          
            	
                  	
                    (C)

                  	
                    A
      corporate majority shareholder of one of the corporations described in (A)
      or (B) above or any corporation in a chain of corporations in which each
      corporation is a majority shareholder of another corporation in the chain,
      ending in a corporation identified in (A) or (B)
  above.

                  


          

           

          (8) 
“Code” means the Internal Revenue Code of 1986, as amended from time to
time.

           

          (9)  “Compensation”
means for purposes of Article 4:

          


          
            	
                  	
                    (A) 

                  	
                    If
      the Employer elects Section 1.04(a), such term as defined in such Section
      1.04(a).

                  


          

           

          
            	
                  	
                    (B)

                  	
                    If
      the Employer elects Section 1.04(b), wages as defined in Code section
      3401(a) and all other payments of compensation to an Employee by the
      Employer (in the course of the Employer’s trade or business) for which the
      Employer is required to furnish the Employee a written statement under
      Code sections 6041(d) and 6051(a)(3), excluding any items elected by the
      Employer in Section 1.04(b), reimbursements or other expense allowances,
      fringe benefits (cash and non-cash), moving expenses, deferred
      compensation and welfare benefits, but including amounts that are not
      includable in the gross income of the Employee under a salary reduction
      agreement by reason of the application of Code section 125, 132(f)(4),
      402(e)(3), 402(h) or 403(b). Compensation shall be determined without
      regard to any rules under Code section 3401(a) that limit the remuneration
      included in wages based on the nature or location of the employment or the
      services performed (such as the exception for agricultural labor in Code
      section 3401(a)(2)).

                  


          

           

          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          

           

          
            
              	
                    	
                      (C)

                    	
                      If
      the Employer elects Section 1.04(c), any and all monetary remuneration
      paid to the Director by the Employer, including, but not limited to,
      meeting fees and annual retainers, and excluding items listed in Section
      1.04(c).

                    


            

          

           

          For
purposes of this Section 2.01(a)(9), Compensation shall also include amounts
deferred pursuant to an election under Section 4.01.

           

          (10)   “Deferral
Contribution” means a hypothetical contribution credited to a Participant’s
Account as the result of the Participant’s election to reduce his Compensation
in exchange for such credit, as described in Section 4.01.

           

          (11)   “Director”
means a person, other than an Employee, who is elected or appointed as a member
of the board of directors of the Employer, with respect to a corporation, or to
an analogous position with respect to an entity that is not a
corporation.

           

          (12)   “Disability”
is described in Section 1.07(a)(2).

           

          (13)   “Employee”
means any employee of the Employer.

           

          (14)   “Employer”
means the employer named in Section 1.02(a) and any Related Employers listed in
Section 1.02(b).

           

          (15)   “Employer
Contribution” means a hypothetical contribution credited to a Participant’s
Account under the Plan as a result of the Employer’s crediting of such amount,
as described in Section 4.03.

           

          (16)   “Employment
Commencement Date” means the date on which the Employee commences employment
with the Employer.

          


          (17)   “ERISA”
means the Employee Retirement Income Security Act of 1974, as from time to time
amended.

           

          (18)   “Inactive
Participant” means a Participant who is not an Employee or
Director.

           

          (19)   “Matching
Contribution” means a hypothetical contribution credited to a Participant’s
Account under the Plan as a result of the Employer’s crediting of such amount,
as described in Section 4.02.

           

          (20)   “Non-performance-based
Bonus” means any Bonus listed under the column entitled “non-performance based”
in Section 1.05(a)(2).

           

          (21)   “Participant”
means any Employee or Director who participates in the Plan in accordance with
Article 3 (or formerly participated in the Plan and has an amount credited to
his Account).

           

          (22)   “Performance-based
Bonus” means any Bonus listed under the column entitled “performance based” in
Section 1.05(a)(2), which constitutes compensation, the amount of, or
entitlement to, which is contingent on the satisfaction of pre-established
organizational or individual performance criteria relating to a performance
period of at least 12 consecutive months and which is further defined in 26 CFR
section 1.409A-1(e).

           

          (23)   “Permissible
Investment” means the investments specified by the Employer as available for
hypothetical investment of Accounts. The Permissible Investments under the Plan
are listed in the Service Agreement, and the provisions of the Service Agreement
listing the Permissible Investments are hereby incorporated
herein.


          
            
               


            

            
              3

              
                

              

            

            
               


            

          

           

          (24)  “Plan”
means the plan established by the Employer as set forth herein as a new plan or
as an amendment to an existing plan, such establishment to be evidenced by the
Employer’s execution of the Adoption Agreement, together with any and all
amendments hereto.

           

          (25)  “Related
Employer” means any employer other than the Employer named in Section 1.02(a),
if the Employer and such other employer are members of a controlled group of
corporations (as defined in Code section 414(b)) or trades or businesses
(whether or not incorporated) under common control (as defined in Code section
414(c)).

           

          (26)  “Separation
from Service” means the date the Participant retires or otherwise has a
termination of employment (or a termination of the contract pursuant to which
the Participant has provided services as a Director, for a Director Participant)
with the Employer and all Related Employers, as further defined in 26 CFR
section 1.409A-1(h); provided, however, that

           

          (A)    
For purposes of this paragraph (26), the definition of “Related Employer” shall
be modified as follows:

           

          (i)         In
applying Code section 1563(a)(1), (2) and (3) for purposes of determining a
controlled group of corporations under Code section 414(b), the phrase “at least
50%” shall be used instead of “at least 80 percent” each place “at least 80
percent” appears in Code section 1563(a)(1), (2) and (3); and

           

          (ii)        In
applying 26 CFR section 1.414(c)-2 for purposes of determining trades or
business (whether or not incorporated) under common control for purposes of Code
section 414(c), the phrase “at least 50%” shall be used instead of “at least 80
percent” each place “at least 80 percent” appears in 26 CFR section
1.414(c)-2.

           

          (B)    
In the event a Participant provides services to the Employer or a Related
Employer as an Employee and a Director,

           

          (i)        
The Employee Participant’s services as a Director are not taken into account in
determining whether the Participant has a Separation from Service as an
Employee; and

           

          (ii)        The
Director Participant’s services as an Employee are not taken into account in
determining whether the Participant has a Separation from Service as a
Director

           

          provided
that this Plan is not aggregated with a plan subject to Code section 409A in
which the Director Participant participates as an employee of the Employer or a
Related Employer or in which the Employee Participant participates as a director
(or a similar position with respect to a non-corporate entity) of the Employer
or a Related Employer, as applicable, pursuant to 26 CFR section
1.409A-1(c)(2)(ii).

           

          (27)  “Service
Agreement” means the agreement between the Employer and Trustee regarding the
arrangement between the parties for recordkeeping services with respect to the
Plan.

           

          (28)  “Specified
Employee,” (unless defined by the Employer in a separate writing, in which case
such writing is hereby incorporated herein) means a Participant who meets the
requirements in 26 CFR section 1.409A-1(i) applying the default definition
components provided in such regulation (those that would apply absent elections,
as described in 26 CFR section 1.409A-1(i)(8)), including an identification date
of December 31. In the event that such default definition components are
applicable, the Employer has elected Section 1.01(b)(2) and, immediately prior
to the date in Section 1.01(b)(2), the Plan applied an identification date (the
“prior date”) other than the December 31, the prior date shall continue to
apply, and December 31 shall not apply, until the date that is 12 months after
the date in Section 1.01(b)(2).


          
            
               


            

            
              4

              
                

              

            

            
               


            

          

           

          (29)  “Trust”
means the trust created by the Employer, pursuant to the Trust agreement between
the Employer and the Trustee, under which assets are held, administered, and
managed, subject to the claims of the Employer’s creditors in the event of the
Employer’s insolvency, until paid to Participants and their Beneficiaries as
specified in the Plan.

           

          (30)  “Trust
Fund” means the property held in the Trust by the Trustee.

           

          (31)  “Trustee”
means the individual(s) or entity appointed by the Employer under the Trust
agreement.

           

          (32)  “Unforeseeable
Emergency” is as defined in 26 CFR section 1.409A-3(i)(3)(i).

           

          (33)  “Year
of Service” is as defined in Section 7.03(b) for purposes of the elapsed time
method and in Section 7.03(c) for purposes of the class year
method.

           

          (b)  
Pronouns used in the Plan are in the masculine gender but include the feminine
gender unless the context clearly indicates otherwise.

           

          Article
3. Participation.

           

          3.01.   Date of
Participation. An
Employee or Director becomes a Participant on the date such Employee’s or
Director’s participation becomes effective (as described in Section
1.03).

           

          3.02.  
Participation
following a Change in Status.

           

          (a) If a
Participant ceases to be an Employee or Director and thereafter resumes the same
status he had as a Participant during his immediately previous participation in
the Plan (as an Employee if previously a Participant as an Employee and as a
Director if previously a Participant as a Director), he will again become a
Participant immediately upon resumption of such status, provided, however, that
if such Participant is a Director, he is an eligible Director upon resumption of
such status (as defined in Section 1.03(b)), and provided, further, that if such
Participant is an Employee, he is an eligible Employee upon resumption of such
status (as defined in Section 1.03(a)). Deferral Contributions to such
Participant’s Account thereafter, if any, shall be subject to (1) or (2)
below.

           

          (1) If
the Participant resumes such status during a period for which such Participant
had previously made a valid deferral election pursuant to Section 4.01, he shall
immediately resume such Deferral Contributions. Deferral Contributions
applicable to periods thereafter shall be made pursuant to the election and
other rules described in Section 4.01.

           

          (2) If
the Participant resumes such status after the period described in the first
sentence of paragraph (1) of this Section 3.02, any Deferral Contributions with
respect to such Participant shall be made pursuant to the election and other
rules described in Section 4.01.

           

          (b) When
an individual who is a Participant due to his status as an eligible Employee (as
defined in Section 1.03(a)) continues in the employ of the Employer or Related
Employer but ceases to be an eligible Employee, the individual shall not receive
an allocation of Matching or Employer Contributions for the period during which
he is not an eligible Employee. Such Participant shall continue to make Deferral
Contributions throughout the remainder of the applicable period (as described in
Section 4.01) in which such change in status occurs, if, and as,
applicable.


          
            
               


            

            
              5

              
                

              

            

            
               


            

          

           

          (c) When
an individual who is a Participant due to his status as an eligible Director (as
defined in Section 1.03(b)) continues his directorship with the Employer or a
Related Employer but ceases to be an eligible Director, the individual shall not
receive an allocation of Matching or Employer Contributions for the period
during which he is not an eligible Director. Such Participant shall continue to
make Deferral Contributions throughout the remainder of the applicable period
(as described in Section 4.01) in which such change in status occurs, if, and
as, applicable.

           

          Article
4. Contributions.

           

          
            
              	
                      4.01

                    	
                      Deferral
      Contributions.
      If elected by the Employer pursuant to Section 1.05(a) and/or
      1.06(a), a Participant described in such applicable Section may elect to
      reduce his Compensation by a specified percentage or dollar amount. The
      Employer shall credit an amount to the Participant’s Account equal to the
      amount of such reduction. Except as otherwise provided in this Section
      4.01, such election shall be effective to defer Compensation relating to
      all services performed in the calendar year beginning after the calendar
      year in which the Participant executes the election. Under no
      circumstances may a salary reduction agreement be adopted retroactively.
      If the Employer has elected to apply Section 1.05(a)(2), no amount will be
      deducted from Bonuses unless the Participant has made a separate deferral
      election applicable to such Bonuses. A Participant’s election to defer
      Compensation may be changed at any time before the last permissible date
      for making such election, at which time such election becomes irrevocable.
      Notwithstanding anything herein to the contrary, the conditions under
      which a Participant may make a deferral election as provided in the
      applicable salary reduction agreement are hereby incorporated herein and
      supersede any otherwise inconsistent Plan
  provision.

                    


            

          

           

          
            	
                     
      

                  	
                    (a)

                  	
                    Performance
      Based Bonus.
      With respect to a Performance-based Bonus, a separate election made
      pursuant to Section 1.05(a)(2) will be effective to defer such Bonus if
      made no later than 6 months before the end of the period during which the
      services on which such Performance-based Bonus is based are
      performed.

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    Fiscal
      Year Bonus.
      With respect to a Bonus relating to a period of service coextensive
      with one or more consecutive fiscal years of the Employer, of which no
      amount is paid or payable during the service period, a separate election
      pursuant to Section 1.05(a)(2) will be effective to defer such Bonus if
      made no later than the close of the Employer’s fiscal year next preceding
      the first fiscal year in which the Participant performs any services for
      which such Bonus is payable.

                  


          

           

          
            	
                  	
                    (c)

                  	
                    Cancellation
      of Salary Reduction Agreement.

                  


          

           

          (1)    The
Administrator may cancel a Participant’s salary reduction agreement pursuant to
the provisions of 26 CFR section 1.409A-3(j)(4)(viii) in connection with the
Participant’s Unforeseeable Emergency. To the extent required pursuant to the
application of 26 CFR section 1.401(k)-1(d)(3) (or any successor thereto), a
Participant’s salary reduction agreement shall be automatically
cancelled.

           

          (2)    The
Administrator may cancel a Participant’s salary reduction agreement pursuant to
the provisions of 26 CFR section 1.409A-3(j)(4)(xii) in connection with the
Participant’s disability. Such cancellation must occur by the later of the end
of the Participant’s taxable year or the 15th day of the third month following
the date the Participant incurs a disability. For purposes of this paragraph
(2), a disability is any medically determinable physical or mental impairment
resulting in the Participant’s inability to perform the duties of his or her
position or any substantially similar position, where such impairment can be
expected to result in death or can be expected to last for a continuous period
of not less than six months.


          
            
               


            

            
              6

              
                

              

            

            
               


            

          

           

          In no
event may the Participant, directly or indirectly, elect such a cancellation. A
cancellation pursuant to this subsection (c) shall apply only to Compensation
not yet earned.

           

          
            
              	
                    	
                      (d)

                    	
                      Initial
      Deferral Election.
      Notwithstanding the above, if the Participant is not an Active
      Participant, the Participant may make an election to defer Compensation
      within 30 days after the Participant becomes a Participant, which election
      shall be effective with respect to Compensation payable for services
      performed during the calendar year (or other deferral period described in
      (a) or (b) above, as applicable) and after the date of such election. For
      Compensation that is earned based upon a specified performance period
      (e.g., an annual bonus) an election pursuant to this subsection (d) will
      be effective to defer an amount equal to the total amount of the
      Compensation for the performance period multiplied by the ratio of the
      number of days remaining in the performance period after the election over
      the total number of days in the performance
  period.

                    


            

          

           

          4.02.  Matching
Contributions. If
so provided by the Employer in Section 1.05(b) and/or 1.06(b)(1), the Employer
shall credit a Matching Contribution to the Account of each Participant entitled
to such Matching Contribution. The amount of the Matching Contribution shall be
determined in accordance with Section 1.05(b) and/or 1.06(b)(1), as applicable,
provided, however, that the Matching Contributions credited to the Account of a
Participant pursuant to Section 1.05(b)(2) shall be limited pursuant to (a) and
(b) below:

           

          (a)   The
sum of Matching Contributions made on behalf of a Participant pursuant to
Section 1.05(b)(2) for any calendar year and any other benefits the Participant
accrues pursuant to another plan subject to Code section 409A as a result of
such Participant’s action or inaction under a qualified plan with respect to
elective deferrals and other employee pre-tax contributions subject to the
contribution restrictions under Code section 401(a)(30) or 402(g) shall not
result in an increase in the amounts deferred under all plans subject to Code
section 409A in which the Participant participates in excess of the limit with
respect to elective deferrals under Code section 402(g)(1)(A), (B) and (C) in
effect for the calendar year in which such action or inaction occurs;
and

           

          (b)  The
Matching Contributions made on behalf of a Participant pursuant to Section
1.05(b)(2) shall never exceed 100% of the matching amounts that would be
provided under the qualified employer plan identified in Section 1.05(b)(2)
absent any plan-based restrictions that reflect limits on qualified plan
contributions under the Code.

           

          4.03.   Employer
Contributions. If so provided by the
Employer in Section 1.05(c)(1) and/or 1.06(b)(2), the Employer shall make an
Employer Contribution to be credited to the Account of each Participant entitled
thereto in the amount provided in such Section(s). If so provided by the
Employer in Section 1.05(c)(2) and/or 1.06(b)(3), the Employer may make an
Employer Contribution to be credited to the Account maintained on behalf of any
Participant in such an amount as the Employer, in its sole discretion, shall
determine, subject to the provisions of the applicable Section.

           

          4.04.   Election
Forms. Notwithstanding anything
herein to the contrary, the terms of an election form with respect to the
conditions under which a Participant may make any election hereunder, as
provided in such form (whether electronic or otherwise) are hereby incorporated
herein and supersede any otherwise inconsistent Plan provision.

           

          Article 5. Participants’
Accounts. The
Administrator will maintain an Account for each Participant, reflecting
hypothetical contributions credited to the Participant, along with hypothetical
earnings, expenses, gains and losses, pursuant to the terms hereof. A
hypothetical contribution shall be credited to the Account of a Participant on
the date determined by the Employer and accepted by the Plan recordkeeper. The
Administrator will maintain such other accounts and records as it deems
appropriate to the discharge of its duties under the Plan.


          
            
               


            

            
              7

              
                

              

            

            
               


            

          

           

          Article
6. Investment of
Accounts.

           

          6.01.   Manner of
Investment. All
amounts credited to the Accounts of Participants shall be treated as though
invested and reinvested only in Permissible Investments.

           

          6.02.   Investment
Decisions, Earnings and Expenses. Investments in which the
Accounts of Participants shall be treated as invested and reinvested shall be
directed by the Employer or by each Participant, or both, in accordance with
Section 1.09. All dividends, interest, gains, and distributions of any nature
that would be earned on a Permissible Investment will be credited to the Account
as though reinvested in additional shares of that Permissible Investment.
Expenses that would be attributable to such investments shall be charged to the
Account of the Participant.

           

          Article
7. Right to
Benefits.

           

          7.01.   Retirement. If provided by the Employer
in Section 1.08(e)(1), the Account of a Participant or an Inactive Participant
who attains retirement eligibility prior to a Separation from Service will be
100% vested.

           

          7.02.   Death. If provided by the Employer
in Section 1.08(e)(2), the Account of a Participant or former Participant who
dies before the distribution of his entire Account will be 100% vested, provided
that at the time of his death he is earning Years of Service.

           

          A
Participant may designate a Beneficiary or Beneficiaries, or change any prior
designation of Beneficiary or Beneficiaries, by giving notice to the
Administrator on a form designated by the Administrator. If more than one person
is designated as the Beneficiary, their respective interests shall be as
indicated on the designation form.

           

          A copy of
the death certificate or other sufficient documentation must be filed with and
approved by the Administrator. If upon the death of the Participant there is, in
the opinion of the Administrator, no designated Beneficiary for part or all of
the Participant’s Account, such amount will be paid to his surviving spouse or,
if none, to his estate (such spouse or estate shall be deemed to be the
Beneficiary for purposes of the Plan). If a Beneficiary dies after benefits to
such Beneficiary have commenced, but before they have been completed, and, in
the opinion of the Administrator, no person has been designated to receive such
remaining benefits, then such benefits shall be paid to the deceased
Beneficiary’s estate.

           

          A
distribution to a Beneficiary of a Specified Employee is not considered to be a
payment to a Specified Employee for purposes of Sections 1.07 and
8.01(e).

           

          7.03.  
Separation from
Service.

           

          
            
              	
                    	
                      (a)

                    	
                      General. If provided by the
      Employer in Section 1.08, and subject to Section 1.08(e)(2), if a
      Participant has a Separation from Service, he will be entitled to a
      benefit equal to (i) the vested percentage(s) of the value of the Matching
      and Employer Contributions credited to his Account, as adjusted for
      income, expense, gain, or loss, such percentage(s) determined in
      accordance with the vesting schedule(s) and methodology selected by the
      Employer in Section 1.08, and (ii) the value of the Deferral Contributions
      to his Account as adjusted for income, expense, gain, or loss. The amount
      payable under this Section 7.03 will be distributed in accordance with
      Article 8.

                    


            

          


          
            
               


            

            
              8

              
                

              

            

            
               


            

          


           

          
            	
                  	
                    (b)

                  	
                    Elapsed
      Time Vesting. Unless otherwise
      provided by the Employer in Section 1.08, vesting shall be determined
      based on the elapsed time method. For purposes of the elapsed time method,
      “Years of Service” means, with respect to any Participant or Inactive
      Participant, the number of whole years of his periods of service with the
      Employer and any Related Employers (as defined in Section 2.01(a)(26)(A)),
      subject to any exclusion elected by the Employer in Section 1.08(c). A
      Participant or Inactive Participant will receive credit for the aggregate
      of all time period(s) commencing with his Employment Commencement Date and
      ending on the date a break in service begins, unless any such years are
      excluded by Section 1.08(c). A Participant or Inactive Participant will
      also receive credit for any period of severance of less than 12
      consecutive months. Fractional periods of a year will be expressed in
      terms of days.

                  


          

           

          A break
in service is a period of severance of at least 12 consecutive months. A “period
of severance” is a continuous period of time beginning on the date the
Participant or Inactive Participant incurs a Separation from Service, or if
earlier, the 12-month anniversary of the date on which the Participant or
Inactive Participant was otherwise first absent from service.

           

          Notwithstanding
the above, the Employer shall comply with any service crediting rules to the
extent required by applicable law.

           

          
            	
                  	
                    (c) 

                  	
                    Class
      Year Vesting. If provided by the
      Employer in Section 1.08, a Participant’s or Inactive Participant’s
      vested percentage in the Matching Contributions and/or Employer
      Contributions portion(s) of his Account shall be determined pursuant to
      the class year method. Pursuant to such method, amounts attributable to
      the applicable contribution types are assigned to “class years”
      established in the records of the Plan. Such class years are years
      (calendar or non-calendar) to which the contribution is assigned by the
      Administrator, as described in the Service Agreement between the Trustee
      and the Employer. The Participant’s or Inactive Participant’s vested
      percentage in amounts attributable to a particular contribution is
      determined from the beginning of the applicable class year to the date the
      Participant or Inactive Participant incurs a Separation from Service. For
      purposes of the class year method, a Participant or Inactive Participant
      is credited with a Year of Service on the first day of each such class
      year.

                  


          

           

          7.04.   Vesting
after Partial Distribution. If a distribution from a
Participant’s Account has been made to him at a time when his Account is less
than 100% vested, the vesting schedule in Section 1.08 will thereafter apply
only to amounts in his Account attributable to Matching Contributions and
Employer Contributions credited after such distribution. The balance of his
Account attributable to Matching Contributions and Employer Contributions
immediately after such distribution will be subject to the following for the
purpose of determining his interest therein.

           

          At any
relevant time prior to a forfeiture of any portion thereof under Section 7.05, a
Participant’s nonforfeitable interest in the portion of his Account described in
the sentence immediately above will be equal to P(AB + (RxD))-(RxD), where P is
the nonforfeitable percentage at the relevant time determined under Section
1.08; AB is the account balance of such portion at the relevant time; D is the
amount of the distribution; and R is the ratio of the account balance of such
portion at the relevant time to the account balance of such portion after
distribution. Following a forfeiture of any portion of such portion under
Section 7.05 below, any balance with respect to such portion will remain fully
vested and nonforfeitable.

           

          7.05.   Forfeitures. Once payments are to
commence to a Participant or Inactive Participant hereunder, the portion of such
Account subject to the same payment commencement date but not yet vested, if
any, (determined by his vested percentage at such payment commencement date)
will be forfeited by him.

           

          7.06.   Change in
Control. If the
Employer has elected to apply Section 1.07(a)(3)(D), then, upon a Change in
Control, notwithstanding any other provision of the Plan to the contrary, all
Participant Accounts shall be 100% vested.


          
            
               


            

            
              9

              
                

              

            

            
               


            

          

           

          7.07.   Disability. If the Employer has elected
to apply Section 1.08(e)(3), then, upon the date a Participant incurs a
Disability, as defined in Section 1.07(a)(2), notwithstanding any other
provision of the Plan to the contrary, all Accounts of such Participant shall be
100% vested.

           

          7.08.   Directors. Notwithstanding any other
provision of the Plan to the contrary, all Accounts of a Participant who is a
Director shall be 100% vested at all times, including Accounts attributable to
the Participant’s service as an Employee, if any.

           

          Article
8.  Distribution
of Benefits.

           

          8.01
Events Triggering, and
Form of, Distributions.

           

          
            	
                     
      

                  	
                    (a)

                  	
                    Events
      triggering the distribution of benefits and the form of such distributions
      are described in Section 1.07(a), pursuant to the Employer’s election
      and/or the Participant’s election, as
  applicable.

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    With
      respect to the form and time of distribution of amounts attributable to a
      Deferral Contribution, a Participant election must be made no later than
      the time by which the Participant must elect to make a Deferral
      Contribution, as described in Section
4.01.

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    With
      respect to the form and time of distribution of amounts attributable to
      Matching or Employer Contributions, a Participant election must be made no
      later than the time by which a Participant would be required to make a
      Deferral Contribution as described in Section 4.01 with respect to the
      calendar year for which the Matching and/or Employer Contributions are
      credited. For purposes of applying Section 4.01(d) “Active Participant”
      shall have the meaning assigned in Section
  2.01(a)(2)(B).

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    Notwithstanding
      anything herein to the contrary, an election choosing a distribution
      trigger and payment method pursuant to Section 1.07(a)(1) will only be
      effective with respect to amounts attributable to contributions credited
      to the Participant’s Account for the calendar year (or other deferral
      period described in 4.01(a) or (b)) to which such election relates.
      Amounts attributable to contributions credited to a Participant’s account
      prior to the effective date of any new election will not be affected and
      will be paid in accordance with the otherwise applicable
      election.

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    If
      the Employer elects to permit a distribution election change pursuant to
      Section 1.07(b), then any such distribution election change must satisfy
      (1) through (3) below:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    Such
      election may not take effect until at least 12 months after the date on
      which such election is made.

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    In
      the case of an election related to a payment not on account of Disability,
      death or the occurrence of an Unforeseeable Emergency, the payment with
      respect to which such election is made must be deferred for a period of
      not less than five years from the date such payment would otherwise have
      been paid (or in the case of installment payments, five years from the
      date the first amount was scheduled to be
paid).

                  


          


          
            
               


            

            
              10

              
                

              

            

            
               


            

          

           

          
            	
                  	
                    (3)

                  	
                    Any
      election related to a payment at a specified time or pursuant to a fixed
      schedule may not be made less than 12 months prior to the date the payment
      is scheduled to be paid (or in the case of installment payments, 12 months
      prior to the date the first amount was scheduled to be
    paid).

                  


          

           

          With
respect to any initial distribution election, a Participant shall in no event be
permitted to make more than one distribution election change.

           

          
            	
                  	
                    (c)

                  	
                    A
      Participant’s entitlement to installments will not be treated as an
      entitlement to a series of separate
payments.

                  


          

           

          
            	
                  	
                    (d)

                  	
                    If
      the Plan does not provide for Plan-level payment triggers pursuant to
      Section 1.07(a)(3), and the Participant does not designate in the manner
      prescribed by the Administrator the method of distribution, and/or the
      distribution trigger (if and as required), such method of distribution
      shall be a lump sum at Separation from
Service.

                  


          

           

          
            	
                  	
                    (e)

                  	
                    Notwithstanding
      anything herein to the contrary, with respect to any Specified Employee,
      if the applicable payment trigger is Separation from Service, then payment
      shall not commence before the date that is six months after the date of
      Separation from Service (or, if earlier, the date of death of the
      Specified Employee, pursuant to Section 7.02). Payments to which a
      Specified Employee would otherwise be entitled during the first six months
      following the date of Separation from Service are delayed by six
      months.

                  


          

           

          
            	
                  	
                    (f)

                  	
                    Notwithstanding
      anything herein to the contrary, the Administrator may, in its discretion,
      automatically pay out a Participant’s vested Account in a lump sum,
      provided that such payment satisfies the requirements in (1) through (3)
      below:

                  


          

           

          
            	
                  	
                    (1)

                  	
                    Such
      payment results in the termination and liquidation of the entirety of the
      Participant’s interest under the plan (as defined in 26 CFR section
      1.409A-1(c)(2)), including all agreements, methods, programs, or other
      arrangements with respect to which deferrals of compensation are treated
      as having been deferred under a single nonqualified deferred compensation
      plan under 26 CFR section
1.409A-1(c)(2);

                  


          

           

          
            	
                  	
                    (2)

                  	
                    Such
      payment is not greater than the applicable dollar amount under Code
      section 402(g)(1)(B); and

                  


          

           

          
            	
                  	
                    (3)

                  	
                    Such
      exercise of Administrator discretion is evidenced in writing no later than
      the date of such payment.

                  


          

           

          
            	
                  	
                    (g)

                  	
                    Notwithstanding
      anything herein to the contrary, the Administrator may, in its discretion,
      delay a payment otherwise required hereunder to a date after the
      designated payment date due to any of the circumstances described in (1)
      through (4) below, provided that the Administrator treats all payments to
      similarly situated Participants on a reasonably consistent
      basis.

                  


          

           

          
            	
                  	
                    (1)

                  	
                    In
      the event the Administrator reasonably anticipates that, if the payment
      were made as scheduled, the Employer’s deduction with respect to such
      payment would not be permitted due to the application of Code section
      162(m), provided the delay complies with the conditions in 26 CFR section
      1.409A-2(b)(7)(i).

                  


          

           

          
            	
                  	
                    (2)

                  	
                    In
      the event the Administrator reasonably anticipates that the making of such
      payment will violate Federal securities laws or other applicable law,
      provided the delay complies with the conditions in 26 CFR section
      1.409A-2(b)(7)(ii).

                  


          

           

          
            	
                  	
                    (3)

                  	
                    Upon
      such other events and conditions as the Commissioner of the Internal
      Revenue Service may prescribe in generally applicable guidance published
      in the Internal Revenue
Bulletin.

                  


          


          
            
               


            

            
              11

              
                

              

            

            
               


            

          

           

          
            
              	
                    	
                      (4)

                    	
                      Upon
      a change in control event, provided the delay complies with conditions in
      26 CFR section
1.409A-3(i)(5)(iv).

                    


            

          

           

          
            
              	
                    	
                      (h)

                    	
                      Notwithstanding
      anything herein to the contrary, the Administrator may provide an election
      to change the time or form of a payment hereunder to satisfy the
      requirements of the Uniformed Services Employment and Reemployment Rights
      Act of 1994, as amended, 38 USC sections 4301 through
  4344.

                    


            

          

           

          8.02.  Notice to
Trustee. The
Administrator will provide direction to the Trustee, as provided in the Trust
agreement, whenever any Participant or Beneficiary is entitled to receive
benefits under the Plan. The Administrator’s notice shall indicate the form,
amount and frequency of benefits that such Participant or Beneficiary shall
receive.

           

          8.03.  Unforeseeable
Emergency Withdrawals.
Notwithstanding anything herein to the contrary, a Participant may apply
to the Administrator to withdraw some or all of his Account if such withdrawal
is made on account of an Unforeseeable Emergency as determined by the
Administrator in accordance with the requirements of and subject to the
limitations provided in 26 CFR section 1.409A-3(i)(3).

           

          Article
9. Amendment and
Termination.

           

          9.01 Amendment
by Employer. The
Employer reserves the authority to amend the Plan in its discretion. Any such
amendment notwithstanding, no Participant’s Account shall be reduced by such
amendment below the amount to which the Participant would have been entitled if
he had voluntarily left the employ of the Employer immediately prior to the date
of the change.

           

          9.02. Termination. The Employer has no
obligation or liability whatsoever to maintain the Plan for any length of time
and may terminate the Plan at any time by written notice delivered to the
Trustee without any liability hereunder for any such discontinuance or
termination. Such termination shall comply with 26 CFR section
1.409A-3(j)(4)(ix) and other applicable guidance.

           

          Article
10. Miscellaneous.

           

          10.01.   Communication
to Participants.
The Plan will be communicated to all Participants by the Employer
promptly after the Plan is adopted.

           

          10.02.   Limitation
of Rights.
Neither the establishment of the Plan and the Trust, nor any amendment
thereof, nor the creation of any fund or account, nor the payment of any
benefits, will be construed as giving to any Participant or other person any
legal or equitable right against the Employer, Administrator or Trustee, except
as provided herein; in no event will the terms of employment or service of any
individual be modified or in any way affected hereby.

           

          10.03.   Nonalienability
of Benefits. The
benefits provided hereunder will not be subject to alienation, assignment,
garnishment, attachment, execution or levy of any kind, either voluntarily or
involuntarily, and any attempt to cause such benefits to be so subjected will
not be recognized, except to such extent as may be required by law and as
provided pursuant to a domestic relations order (defined in Code section
414(p)(1)(B)), as determined by the Administrator. Pursuant to a domestic
relations order, payments may be accelerated to a time sooner, and pursuant to a
schedule more rapid, than the time and schedule applicable in the absence of the
domestic relations order, provided that such payment pursuant to such order is
not made to the Participant and provided further that this provision shall not
be construed to provide the Participant discretion regarding whether such
payment time or schedule will be accelerated.


          
            
               


            

            
              12

              
                

              

            

            
               


            

          

           

          10.04.  Facility
of Payment. In
the event the Administrator determines, on the basis of medical reports or other
evidence satisfactory to the Administrator, that the recipient of any benefit
payments under the Plan is incapable of handling his affairs by reason of
minority, illness, infirmity or other incapacity, the Administrator may disburse
such payments, or direct the Trustee to disburse such payments, as applicable,
to a person or institution designated by a court which has jurisdiction over
such recipient or a person or institution otherwise having the legal authority
under State law for the care and control of such recipient. The receipt by such
person or institution of any such payments shall be complete acquittance
therefore, and any such payment to the extent thereof, shall discharge the
liability of the Trust for the payment of benefits hereunder to such
recipient.

           

          10.05.    Plan
Records. The
Administrator shall maintain the records of the Plan on a calendar-year
basis.

           

          10.06.    USERRA. Notwithstanding anything
herein to the contrary, the Administrator shall permit any Participant election
and make any payments hereunder required by the Uniformed Services Employment
and Reemployment Rights Act of 1994, as amended, 38 USC 4301-4334.

           

          10.07.    Governing
Law. The Plan and
the accompanying Adoption Agreement will be construed, administered and enforced
according to ERISA, and to the extent not preempted thereby, the laws of the
State in which the Employer has its principal place of business, without regard
to the conflict of laws principles of such State.

           

          Article
11. Plan
Administration.

           

          11.01. Powers
and Responsibilities of the Administrator. The Administrator has the
full power and the full responsibility to administer the Plan in all of its
details, subject, however, to the applicable requirements of ERISA. The
Administrator’s powers and responsibilities include, but are not limited to, the
following:

           

          (a)  
To make and enforce such rules and regulations as it deems necessary or proper
for the efficient administration of the Plan;

           

          (b)  
To interpret the Plan, its interpretation thereof in good faith to be final and
conclusive on all persons claiming benefits under the Plan;

           

          (c)   To
decide all questions concerning the Plan and the eligibility of any person to
participate in the Plan;

           

          (d)   To
administer the claims and review procedures specified in Section
11.02;

           

          (e)    To
compute the amount of benefits which will be payable to any Participant, former
Participant or Beneficiary in accordance with the provisions of the
Plan;

           

          (f)    To
determine the person or persons to whom such benefits will be paid;

           

          (g)   To
authorize the payment of benefits;

           

          (h)   To
appoint such agents, counsel, accountants, and consultants as may be required to
assist in administering the Plan; and

           

          (i)    By
written instrument, to allocate and delegate its responsibilities, including the
formation of an administrative committee to administer the
Plan.


          
            
               


            

            
              13

              
                

              

            

            
               


            

          

           

          11.02.   
Claims and Review
Procedures.

           

          (a)  Claims Procedure. If
any person believes he is being denied any rights or benefits under the Plan,
such person may file a claim in writing with the Administrator. If any such
claim is wholly or partially denied, the Administrator will notify such person
of its decision in writing. Such notification will contain (i) specific reasons
for the denial, (ii) specific reference to pertinent Plan provisions, (iii) a
description of any additional material or information necessary for such person
to perfect such claim and an explanation of why such material or information is
necessary, and (iv) information as to the steps to be taken if the person wishes
to submit a request for review, including a statement of such person’s right to
bring a civil action under ERISA section 502(a) following an adverse
determination upon review. Such notification will be given within 90 days after
the claim is received by the Administrator (or within 180 days, if special
circumstances require an extension of time for processing the claim, and if
written notice of such extension and circumstances is given to such person
within the initial 90-day period).

           

          If the
claim concerns disability benefits under the Plan, the Plan Administrator must
notify the claimant in writing within 45 days after the claim has been filed in
order to deny it. If special circumstances require an extension of time to
process the claim, the Plan Administrator must notify the claimant before the
end of the 45-day period that the claim may take up to 30 days longer to
process. If special circumstances still prevent the resolution of the claim, the
Plan Administrator may then only take up to another 30 days after giving the
claimant notice before the end of the original 30-day extension. If the Plan
Administrator gives the claimant notice that the claimant needs to provide
additional information regarding the claim, the claimant must do so within 45
days of that notice.

           

          (b) Review Procedure.
Within 60 days after the date on which a person receives a written notice of a
denied claim (or, if applicable, within 60 days after the date on which such
denial is considered to have occurred), such person (or his duly authorized
representative) may (i) file a written request with the Administrator for a
review of his denied claim and of pertinent documents and (ii) submit written
issues and comments to the Administrator. This written request may include
comments, documents, records, and other information relating to the claim for
benefits. The claimant shall be provided, upon the claimant’s request and free
of charge, reasonable access to, and copies of, all documents, records, and
other information relevant to the claim for benefits. The review will take into
account all comments, documents, records, and other information submitted by the
claimant relating to the claim, without regard to whether such information was
submitted or considered in the initial benefit determination. The Administrator
will notify such person of its decision in writing. Such notification will be
written in a manner calculated to be understood by such person and will contain
specific reasons for the decision as well as specific references to pertinent
Plan provisions. The decision on review will be made within 60 days after the
request for review is received by the Administrator (or within 120 days, if
special circumstances require an extension of time for processing the request,
such as an election by the Administrator to hold a hearing, and if written
notice of such extension and circumstances is given to such person within the
initial 60-day period). The extension notice shall indicate the special
circumstances requiring an extension of time and the date by which the Plan
expects to render the determination on review.

           

          If the
initial claim was for disability benefits under the Plan and has been denied by
the Plan Administrator, the claimant will have 180 days from the date the
claimant received notice of the claim’s denial in which to appeal that decision.
The review will be handled completely independently of the findings and decision
made regarding the initial claim and will be processed by an individual who is
not a subordinate of the individual who denied the initial claim. If the claim
requires medical judgment, the individual handling the appeal will consult with
a medical professional whom was not consulted regarding the initial claim and
who is not a subordinate of anyone consulted regarding the initial claim and
identify that medical professional to the claimant.


          
            
               


            

            
              14

              
                

              

            

            
               


            

          


          The Plan
Administrator shall provide the claimant with written notification of a plan’s
benefit determination on review. In the case of an adverse benefit
determination, the notification shall set forth, in a manner calculated to be
understood by the claimant – the specific reason or reasons for the adverse
determinations, reference to the specific plan provisions on which the benefit
determination is based, a statement that the claimant is entitled to receive,
upon the claimant’s request and free of charge, reasonable access to, and copies
of, all documents, records, and other information relevant to the claim for
benefits.

           

          
            
              
              

            

            
              15

              
                

              

            

            
              
              

            

          

        

      

       

      The
CORPORATEplan for RetirementSM

    

    
      EXECUTIVE PLAN

       

      Adoption
Agreement

       

      IMPORTANT
NOTE

       

      This
document has not been approved by the Department of Labor, the Internal Revenue
Service or any other governmental entity. An Employer must determine whether the
plan is subject to the Federal securities laws and the securities laws of the
various states. An Employer may not rely on this document to ensure any
particular tax consequences or to ensure that the Plan is “unfunded and
maintained primarily for the purpose of providing deferred compensation to a
select group of management or highly compensated employees” under the Employee
Retirement Income Security Act with respect to the Employer’s particular
situation. Fidelity Management Trust Company, its affiliates and employees
cannot and do not provide legal or tax advice or opinions in connection with
this document. This document does not constitute legal or tax advice or opinions
and is not intended or written to be used, and it cannot be used by any
taxpayer, for the purposes of avoiding penalties that may be imposed on the
taxpayer. This document must
be reviewed by the Employer’s attorney prior to adoption.

      


      
        
        

      

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      ADOPTION
AGREEMENT

      ARTICLE
1

       

      
        	
                1.01 

              	
                PLAN
      INFORMATION

              


      

       

      
        	
              	
                (a) 

              	
                Name
      of Plan:

              


      

       

      This is
the Verso Paper
Deferred Compensation Plan (the “Plan”).

       

      
        	
              	
                (b) 

              	
                Plan
      Status (Check
      one.):

              


      

       

      
        	
              	
                (1) 

              	
                Adoption
      Agreement effective date:  12/01/2008.

              


      

       

      
        	
              	
                (2) 

              	
                The
      Adoption Agreement effective date is (Check
      (A) or check and complete (B)):

              


      

       

      
        	
              	
                (A)

              	
                o  A new Plan
      effective date _________.

              


      

       

      
        	
              	
                (B) 

              	
                þ 
      An amendment and restatement of the Plan. The original effective
      date of the Plan was: 2/15/2007

              


      

       

      
        	
                
                

              	
                (c) 

              	
                Name
      of Administrator, if not the Employer:

              
	 	 	 


      

       

      
        	
                1.02 

              	
                EMPLOYER

              


      

      


      
        
          
            	
                    (a)       
      

                  	
                    Employer Name:

                  	
                      
       Verso Paper Holdings
LLC

                  


          

        

      

       

      
        	
              	
                (b)

              	
                The
      term “Employer” includes the following Related Employer(s)
      (as defined in Section 2.01(a)(25)) participating in the
      Plan:

              


      

       

      
        
           


        

        
          Page 1

          
            

          

        

        
           


        

      

       

      
        	
                1.03 

              	
                COVERAGE

              


      

       

      (Check
(a) and/or (b).)

       

      
        	
              	
                (a) 

              	
                þ   The
      following Employees are
      eligible to participate in the Plan (Check
      (1) or (2)):

              


      

       

      
        	
                (1)   

              	
                o

              	
                Only
      those Employees designated in writing by the Employer, which writing is
      hereby
      incorporated herein.

              


      

      
        
          
            
              	
                    	
                      (2) 

                    	
                      þ    Only
      those Employees in the eligible class described below:

                       

                    
	 	  	
                                 
      Employees who are E10
      or higher

                    


            

          

        

      

       

      
        	
              	
                (b) 

              	
                o   The
      following Directors are eligible to participate in the Plan (Check
      (1) or
      (2)):

              


      

       

      
        	
                (1)   
      

              	
                o

              	
                Only
      those Directors designated in writing by the Employer, which writing is
      hereby incorporated
      herein.

              


      

      
        	
                (2)    

              	
                o

              	
                All
      Directors, effective as of the later of the date in 1.01(b) or the date
      the Director becomes a Director.

              


      

       

      (Note: A
designation in Section 1.03(a)(1) or Section 1.03(b)(1) or a description in
Section 1.03(a)(2) must include the effective date of such
participation.)

       

      
        	
                1.04 

              	
                COMPENSATION

              


      

       

      (If
Section 1.03(a) is selected, select (a) or (b). If Section 1.03(b) is selected,
complete (c))

       

      For
purposes of determining all contributions under the Plan:

       

      
        
          
            
              
                	
                        (a)   
          

                      	
                        o  Compensation
      shall be as defined, with respect to Employees, in the
      ____________________ Plan maintained by the
  Employer:

                      


              

            

          

        

      

       

      
        	
              	
                (1) 

              	
                    o  to
      the extent it is in excess of the limit imposed under Code section
      401(a)(17).

              


      

       

      
        	
              	
                (2) 

              	
                    o   notwithstanding
      the limit imposed under Code section
401(a)(17).

              


      

       

      
        
          
            
              
                	
                      	
                        (b)

                      	
                        þ Compensation
      shall be as defined in Section 2.01(a)(9) with respect to Employees (Check
      (1), and/or (2) below, if, and as, appropriate):

                      


              

            

          

        

      

       

      
        	
              	
                (1) 

              	
                 þ  but
      excluding the following:

              


      

       

      The value of a qualified or
non-qualified stock option granted to an Employee by the Employer to the extent
such value is includable in the Employee’s taxable income; Relocation Related
Compensation.


      
        
           


        

        
          Page 2

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                	
                        
                        

                      	
                        (2)

                      	
                        o but
      excluding bonuses, except those bonuses listed in the table in Section
      1.05(a)(2).

                      


              

            

          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                      	
                                        (c) 
      o

                                      	
                                        Compensation
      shall be as defined in Section 2.01(a)(9)(c) with respect to Directors,
      but excluding the following: 
       

                                      
	 	 	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        	
                1.05 

              	
                CONTRIBUTIONS ON
      BEHALF OF EMPLOYEES

              


      

       

      
        	
              	
                (a) 

              	
                Deferral
      Contributions
      (Complete
      all that apply):

              


      

       

      
        
          
            	
                    (1)   
      

                  	
                    þ

                  	
                    Deferral
      Contributions. Subject to any minimum or maximum deferral amount provided
      below, the Employer shall make a Deferral Contribution in accordance with,
      and subject to, Section 4.01 on behalf of each Participant who has an
      executed salary reduction agreement in effect with the Employer for the
      applicable calendar year (or portion of the applicable calendar
      year).

                  


          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                Deferral
      Contributions

                              	 	
                                Dollar Amount

                              	 	 	
                                %
      Amount

                              	 
	
                                Type
      of Compensation

                              	 	
                                Min

                              	 	 	
                                Max

                              	 	 	
                                Min

                              	 	 	
                                Max

                              	 
	
                                Base
      Salary

                              	 	 	 	 	 	 	 	 	 	
                                0

                              	 	 	
                                85

                              	 


                      

                    

                  

                

              

            

          

        

      

       

      (Note:
With respect to each type of Compensation, list the minimum and maximum dollar
amounts or percentages as whole
dollar amounts or whole number percentages.)

       

      
        
          	
                  (2)   
      

                	
                  þ

                	
                  Deferral
      Contributions with respect to Bonus Compensation only. The Employer
      requires Participants to enter into a special salary reduction agreement
      to make Deferral Contributions with respect to one or more Bonuses,
      subject to minimum and maximum deferral limitations, as provided in the
      table below.

                


        

        
           

          
            
              
                
                  	
                        	 	
                          Treated
      As

                        	 	 	
                          Dollar
      Amount

                        	 	 	
                          %
      Amount

                        	 
	
                          Deferral
      Contributions

                          Type
      of Bonus

                        	 	
                          Performance

                          Based

                        	 	
                          Non-

                          Performance

                          Based

                        	 	 	
                          Min

                        	 	 	
                          Max

                        	 	 	
                          Min

                        	 	 	
                          Max

                        	 
	
                          Incentive
      Compensation

                        	 	
                          Yes

                        	 	 	 	 	 	 	 	 	 	 	 	 	 	
                          0

                        	 	 	
                          100

                        	 


                

              

            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                   

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      (Note:
With respect to each type of Bonus, list the minimum and maximum dollar amounts
or percentages as whole dollar amounts or whole number percentages. In the event
a bonus identified as a Performance-based Bonus above does not constitute a
Performance-based Bonus with respect to any Participant, such Bonus will be
treated as a Non-Performance-based Bonus with respect to such
Participant.)


      
        
           


        

        
          Page 3

          
            

          

        

        
           


        

      

       

      
        	
              	
                (b) 

              	
                Matching
      Contributions
      (Choose
      (1) or
      (2) below, and (3) below, as applicable):

              


      

       

      
        	
                 
      (1)     

              	
                þ

              	
                The
      Employer shall make a Matching Contribution on behalf of each Employee
      Participant in an amount described
below:

              


      

       

      
        	
                (A)
          

              	
                o 

              	
                __%
      of the Employee Participant’s Deferral Contributions for the calendar
      year.

              


      

       

      
        	
                (B)    
      

              	
                o 

              	
                The amount,
      if any, declared by the Employer in writing, which writing is hereby
      incorporated herein.

              


      

       

      
        	
                (C)    
      

              	
                
                  þ Other:

                

              	
                70% of the first 4% of
      the Participant’s Compensation contributed to the Plan plus 60%
      of the next 4% of the Participant’s Compensation contributed to the
      Plan.

              


      

       

      
        	
                (2)     
      

              	
                o 

              	
                Matching
      Contribution Offset. For each Employee Participant who has made
      elective
      contributions (as defined in 26 CFR section 1.40l(k)-6 (“QP Deferrals”))
      of the maximum permitted under Code section 402(g), or the maximum
      permitted under the terms of the __________________ Plan
      (the “QP”), to the QP, the Employer shall make a Matching Contribution in
      an amount equal to (A) minus (B)
below:

              


      

       

      
        
          
            	
                  	
                    (A)

                  	
                    The
      matching contributions (as defined in 26 CFR section 1.40l(m)-1(a)(2)
      (“QP
      Match”)) that the Employee Participant would have received under the QP
      on
      the sum of the Deferral Contributions and the Participant’s QP Deferrals,
      determined
      as though—

                  


          

        

      

       

      
        	
                 
      

              	
                •

              	
                no
      limits otherwise imposed by the tax law applied to such QP match;
      and

              


      

      
        	
                 
      

              	
                •

              	
                the
      Employee Participant’s Deferral Contributions had been made to the
      QP.

              


      

       

      
        
          	
                	
                  (B)

                	
                  The
      QP Match actually made to such Employee Participant under the QP for the
      applicable
      calendar year.

                


        

      

       

      Provided,
however, that the Matching Contributions made on behalf of any Employee
Participant pursuant to this Section 1.05(b)(2) shall be limited as provided in
Section 4.02 hereof.


       

      
        	
              	
                (3) 

              	
                þ Matching Contribution Limits
      (Check
      the appropriate box(es)):

              


      

       

      
        	
                (A)   
      

              	
                þ 

              	
                Deferral
      Contributions in excess of 8% of the Employee Participant’s
      Compensation
      for the calendar year shall not be considered for Matching
      Contributions.

              


      

       

      
        	
                (B)   
      

              	
                o

              	
                Matching
      Contributions for each Employee Participant for each calendar year
      shall
      be limited to $ _____.

              


      


      
        
           


        

        
          Page 4

          
            

          

        

        
           


        

      

       

      
        
          	
                	
                  (c) 

                	
                  
                    Employer
      Contributions

                  

                


        

      

       

      
        
          	
                   
      

                	
                  (1)  
      o 

                	
                  Fixed
      Employer Contributions. The Employer shall make an Employer Contribution
      on behalf of each Employee Participant in an amount determined as
      described below:

                
	 	 	 
	 	 	 
	 	 	 
	 	 	 


        

      

       

      
        
          	
                   

                	
                  
                    (2)  
      þ 
    

                  

                	
                  Discretionary
      Employer Contributions. The Employer may make Employer Contributions
      to the accounts of Employee Participants in any amount (which amount may
      be zero), as determined by the Employer in its sole discretion from time
      to time in a writing, which is hereby incorporated
  herein.

                


        

      

       

      
        	
                1.06 

              	
                CONTRIBUTIONS ON
      BEHALF OF DIRECTORS

              


      

       

      
        	 	
                (a) 

              	
                o   
      Director
      Deferral
Contributions

              


      

       

      The
Employer shall make a Deferral Contribution in accordance with, and subject to,
Section 4.01 on behalf of each Director Participant who has an executed deferral
agreement in effect with the Employer for the applicable calendar year (or
portion of the applicable calendar year), which deferral agreement shall be
subject to any minimum and/or maximum deferral amounts provided in the table
below.

       

      
      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Deferral
      Contributions

                                        	 	
                                          Dollar
      Amount

                                        	 	 	
                                          %
      Amount

                                        	 
	
                                          Type
      of Compensation  

                                        	 	
                                          Min

                                        	 	 	
                                          Max

                                        	 	 	
                                          Min

                                        	 	 	
                                          Max

                                        	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      (Note:
With respect to each type of Compensation, list the minimum and maximum dollar
amounts or percentages as whole
dollar amounts or whole number percentages.)

       

      
        	
              	
                (b) 

              	
                Matching
      and Employer Contributions:

              


      

       

      
        	
                (1)   
      

              	
                o 

              	
                Matching
      Contributions. The Employer shall make a Matching Contribution on behalf
      of each Director Participant in an amount determined as described
      below:

              
	 	 	 
	 	 	 
	 	 	 


      

       

      
        
          	
                  (2)   
      

                	
                  o 
      

                	
                  Fixed
      Employer Contributions. The Employer shall make an Employer Contribution
      on behalf of each Director Participant in an amount determined as
      described below:

                
	 	 	 
	 	 	 
	 	 	 


        

      

       

      
        
           


        

        
          Page 5

          
            

          

        

        
           


        

      

       

      
        	
                (3)   
      

              	
                o 

              	
                Discretionary
      Employer Contributions. The Employer may make Employer Contributions to
      the accounts of Director Participants in any amount (which amount may be
      zero), as determined by the Employer in its sole discretion from time to
      time, in a writing, which is hereby incorporated
  herein.

              


      

       

      
        	
                1.07 

              	
                DISTRIBUTIONS

              


      

       

      The form
and timing of distributions from the Participant’s vested Account shall be made
consistent with the elections in this Section 1.07.

       

      (a)
(1)    Distribution options to be provided to
Participants


       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 
      	 
      	
                                                (A)
      Specified

                                                Date

                                              	 
      	
                                                (B)
      Specified

                                                Age

                                              	 
      	
                                                (C)
      Separation

                                                From
      Service

                                              	 
      	
                                                (D) Earlier
      of

                                                Separation or
      Age

                                              	 
      	
                                                (E) Earlier
      of

                                                Separation
      or

                                                Specified
      Date

                                              	 
      	
                                                (F)
      Disability

                                              	 
      	
                                                (G)

                                                Change

                                                in

                                                Control

                                              	 
      	
                                                (H)
      Death

                                              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                Deferral
      Contribution

                                              	 
      	
                                                þ Lump
      Sum

                                                 

                                                þ
      Installments

                                              	 
      	
                                                 ̈ Lump
      Sum

                                                 

                                                 ̈ Installments

                                              	 
      	
                                                þ
      Lump Sum

                                                 

                                                þ
      Installments

                                              	 
      	
                                                 ̈ Lump
      Sum

                                                 

                                                 ̈ Installments

                                              	 
      	
                                                 ̈ Lump
      Sum

                                                 

                                                 ̈ Installments

                                              	 
      	
                                                 ̈
      Lump Sum

                                                 

                                                 ̈
      Installments

                                              	 
      	
                                                o

                                                Lump Sum

                                              	 
      	
                                                 ̈ Lump
      Sum

                                                 

                                                 ̈ Installments

                                              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                Matching

                                                Contributions

                                              	 
      	
                                                þ
      Lump Sum

                                                 

                                                þ
      Installments

                                              	 
      	
                                                 ̈ Lump
      Sum

                                                 

                                                 ̈ Installments

                                              	 
      	
                                                þ
      Lump Sum

                                                 

                                                þ
      Installments

                                              	 
      	
                                                 ̈ Lump
      Sum

                                                 

                                                 ̈ Installments

                                              	 
      	
                                                 ̈ Lump
      Sum

                                                 

                                                 ̈ Installments

                                              	 
      	
                                                 ̈ Lump
      Sum

                                                 

                                                 ̈ Installments

                                              	 
      	
                                                o

                                                Lump Sum

                                              	 
      	
                                                 ̈ Lump sum

                                                 

                                                 ̈ Installments

                                              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                Employer
      Contributions

                                              	 
      	
                                                þ
      Lump Sum

                                                 

                                                þ
      Installments

                                              	 
      	
                                                 ̈ Lump
      Sum

                                                 

                                                 ̈ Installments

                                              	 
      	
                                                þ
      Lump Sum

                                                 

                                                þ
      Installments

                                              	 
      	
                                                 ̈ Lump
      Sum

                                                 

                                                 ̈ Installments

                                              	 
      	
                                                 ̈ Lump
      Sum

                                                 

                                                 ̈ Installments

                                              	 
      	
                                                 ̈ Lump
      Sum

                                                 

                                                 ̈ Installments

                                              	 
      	
                                                o

                                                Lump Sum

                                              	 
      	
                                                 ̈ Lump
      Sum

                                                 

                                                 ̈ Installments

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      (Note: If
the Employer elects (F), (G), or (H) above, the Employer must also elect (A),
(B), (C), (D), or (E) above, and the Participant must also elect (A), (B), (C),
(D), or (E) above. In the event the Employer elects only a single payment
trigger and/or payment method above, then such single payment trigger and/or
payment method shall automatically apply to the Participant. If the employer
elects to provide for payment upon a specified date or age, and the employer
applies a vesting schedule to amounts that may be subject to such payment trigger(s), the employer must apply a
minimum deferral period, the number of years of which must be greater than the
number of years required for 100% vesting in any such amounts. If the employer
elects to provide for payment upon disability and/or death, and the employer
applies a vesting schedule to amounts that may be subject to such payment
trigger, the employer must also elect to apply 100% vesting in any such amounts
upon disability and/or death.)

       

      
        
          	
                  (2)   
      

                	
                  o

                	
                  A
      Participant incurs a Disability when the Participant (Check at
      least one if Section 1.07(a)(1)(F) or if Section 1.08(e)(3) is
      elected):

                


        

      


      
        
           


        

        
          Page 6

          
            

          

        

        
           


        

      

       

      


      
        	
                (A)  
      

              	
                o 

              	
                is
      unable to engage in any substantial gainful activity by reason of any
      medically determinable physical or mental impairment that can be expected
      to result in death or can be expected to last for a continuous period of
      not less than 12 months.

              


      

      


      
        	
                (B)  
      

              	
                o 

              	
                is,
      by reason of any medically determinable physical or mental impairment that
      can be expected to result in death or can be expected to last for a
      continuous period of not less than 12 months, receiving income replacement
      benefits for a period of not less than 3 months under an accident and
      health plan covering employees of the
Employer.

              


      

      


      
        	
                (C)  
      

              	
                o 

              	
                is
      determined to be totally disabled by the Social Security Administration or
      the Railroad Retirement Board.

              


      

      


      
        	
                (D)  
      

              	
                o 

              	
                is
      determined to be disabled pursuant to the following disability insurance
      program: _________ the definition of disability under which complies
      with the requirements in regulations under Code section
    409A.

              


      

       

      (Note: If
more than one box above is checked, then the Participant will have a Disability
if he satisfies at least one of the descriptions corresponding to one of such
checked boxes.)

      


      
        	
                (3)   
      

              	
                o

              	
                Regardless
      of any payment trigger and, as applicable, payment method, to which the
      Participant would otherwise be subject pursuant to (1) above, the first to
      occur of the following Plan-level payment triggers will cause payment to
      the Participant commencing pursuant to Section 1.07(c)(1)
      below in a lump sum, provided such Plan-level payment trigger occurs prior
      to the payment trigger to which the Participant would otherwise be
      subject.

              


      

       

      Payment
Trigger

       

      
        	 	
                (A)    o

              	Separation
      from Service prior to:
	 	 	____________________________________________
	
                
                

              	
                (B)   
      o

              	
                 Separation
      from Service

              


      

      
        	
                
                

              	
                (C)   
      o

              	
                Death

              


      

      
        	
                
                

              	
                (D)   
      o

              	
                Change
      in Control

              


      

       

      
        	 	
                (b)

              	
                Distribution
      Election Change

              


      

       

      
        A
Participant

      

      


      (1) þ shall

       

      
        
           


        

        
          Page 7

          
            

          

        

        
           


        

      

       

      (2)   ̈       shall
not


       

      be
permitted to modify a scheduled distribution election in accordance with Section
8.01(b) hereof.


       

      
        	
              	
                (c) 

              	
                Commencement
      of Distributions

              


      

       

      
        
          	
                	
                  (1) 

                	
                  Each
      lump sum distribution and the first distribution in a series of
      installment payments (if applicable) shall commence as elected in (A), (B)
      or (C) below:

                


        

      

       

      
        
          	
                  
                  

                	
                  (A) þ

                	
                  Monthly on the 15th day of the month which day
      next follows the applicable triggering event described in
      1.07(a).

                


        

      

       

      
        	
                
                

              	
                (B) o

              	
                Quarterly
      on the ____ day of the following months _____________, ______________,
      _________, or ________________ (list one month in each calendar quarter)
      which day next follows the applicable triggering event described in
      1.07(a).

              


      

       

      
        	
                
                

              	
                (C)
      o

              	
                Annually
      on the _____ day of __________________ (month) which day next follows the
      applicable triggering event described in
  1.07(a).

              


      

       

      (Note:
Notwithstanding the above: a six-month delay shall be imposed with respect to
certain distributions to Specified Employees; a Participant who chooses payment
on a Specified Date will choose a month, year or quarter (as applicable) only,
and payment will be made on the applicable date elected in (A), (B) or (C) above
that falls within such month, year or quarter elected by the
Participant.)

       

      
        	
              	
                (2) 

              	
                The
      commencement of distributions pursuant to the events elected in Section
      1.07(a)(1) and Section 1.07(a)(3) shall be modified by application of the
      following:

              


      

       

      
        	
                
                

              	
                (A) o

              	
                Separation
      from Service Event Delay – Separation from Service will be
      treated
      as not having occurred for ______ months after the date of such
      event.

              


      

       

      
        	
              	
                (B) o

              	
                Plan
      Level Delay – all distribution events (other than those based on
      Specified
      Date or Specified Age) will be treated as not having occurred for
      ______ days (insert number of days but not more than
  30).

              


      

       

      
        	
              	
                (d) 

              	
                Installment
      Frequency and Duration

              


      

       

      If
installments are available under the Plan pursuant to Section 1.07(a), a
Participant shall be permitted to elect that the installments will be paid (Complete
1 and 2 below):

       

      (1)       at
the following intervals:

       

      
        	
              	
                (A) o

              	
                Monthly
      commencing on the day elected in Section
  1.07(c)(1).

              


      

      
        	
              	
                (B) þ

              	
                Quarterly
      commencing on the day elected in Section 1.07(c)(1) (with payments made at
      three-month intervals thereafter).

              


      

       

      
        
           


        

        
          Page 8

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              (C)
      þ

            	
              Annually
      commencing on the day elected in Section
  1.07(c)(1).

            


    

     

    
      	  	
              (2) 

            	
              over
      the following term(s) (Complete
      either (A) or (B)):

            


    

     

    
      
        	  	
                (A) þ

              	
                Any
      term of whole years between 1 (minimum of 1) and 20 (maximum of
    30).

              


      

    

     

    
      	   	
              (B)  ̈

            	
              Any
      of the whole year terms selected
below.

            


    

     

    
      
        
          
            	
                     ̈  1

                  	
                     ̈  2

                  	
                     ̈  3

                  	
                     ̈  4

                  	
                     ̈  5

                  	
                     ̈  6

                  
	
                     ̈  7

                  	
                     ̈  8

                  	
                     ̈  9

                  	
                     ̈
10

                  	
                     ̈
11

                  	
                     ̈
  12

                  
	
                     ̈
13

                  	
                     ̈
14

                  	
                     ̈
15

                  	
                     ̈
16

                  	
                     ̈
17

                  	
                     ̈
  18

                  
	
                     ̈
19

                  	
                     ̈
20

                  	
                     ̈
21

                  	
                     ̈
22

                  	
                     ̈
23

                  	
                     ̈
  24

                  
	
                     ̈
25

                  	
                     ̈
26

                  	
                     ̈
27

                  	
                     ̈
28

                  	
                     ̈
29

                  	
                     ̈
  30

                  


          

        

      

    

     

    (Note:
Only elect a term of one year if Section 1.07(d)(1)(A) and/or Section
1.07(d)(1)(B) is elected above.)

     

    
      	  	
              (e) 

            	
              Conversion
      to Lump Sum

            


    

     

    
      	
               
      

            	
               ̈

            	
              Notwithstanding
      anything herein to the contrary, if the Participant’s vested
      Account at the time such Account becomes payable to him hereunder does not
      exceed $ __ distribution of the Participant’s vested
      Account shall automatically be made in the form of a single lump sum at
      the time prescribed in Section
1.07(c)(1).

            


    

     

    
      	  	
              (f) 

            	
              Distribution
      Rules Applicable to Pre-effective Date
Accruals

            


    

     

    
      	
               
      

            	
               ̈

            	
              Benefits
      accrued under the Plan (subject to Code section 409A) prior to the date in
      Section 1.01(b)(1) above are subject to distribution rules not described
      in Section 1.07(a) through (e), and such rules are described in Attachment
      A Re: PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION
  RULES.

            


    

     

    
      	
              1.08

            	
              VESTING
      SCHEDULE

            


    

     

    
      	
               
      

            	
              (a)

            	
              (1)

            	
              The
      Participant’s vested
      percentage in Matching Contributions elected in Section 1.05(b) shall be
      based upon the following schedule and unless Section 1.08(a)(2) is checked
      below will be based on the elapsed time method as described in Section
      7.03(b).

            


    

     

    
      
        
          
            
              
                
                  
                    	
                            Years of Service

                          	 	 	
                            Vesting %

                          	 
	 	
                            0

                          	 	 	 	
                            100

                          	 
	 	
                            1

                          	 	 	 	
                            100

                          	 


                  

                

              

            

          

        

      

    


    
      
         


      

      
        Page
9

        
          

        

      

      
         


      

    

     

    
      	
            	
              (2)

            	
               ̈ Vesting shall be
      based on the class year method as described in Section
      7.03(c).

            


    

     

    
      	
              (b)

            	
              (1)

            	
              The
      Participant’s vested
      percentage in Employer Contributions elected in Section 1.05(c) shall be
      based upon the following schedule and unless Section 1.08(b)(2) is checked
      below will be based on the elapsed time method as described in Section
      7.03(b).

            


    

     

    
      
        
          
            
              
                
                  	
                          Years of Service

                        	 	 	
                          Vesting %

                        	 
	 	
                          0

                        	 	 	 	
                          100

                        	 
	 	
                          1

                        	 	 	 	
                          100

                        	 


                

              

            

          

        

      

    

     

    
      
        	  	
                (2)

              	
                 ̈
      Vesting shall be based on the class year method as described in Section
      7.03(c).

              


      

    

    
      
        
          
            
              	 	 
	
                      (c)

                    	
                       ̈ Years of Service
      shall exclude (Check
      one.):

                    
	 	 


            

          

        

      

    

    
      
        
          	  	
                  (1) o

                	
                  for
      new plans, service prior to the Effective Date as defined in Section
      1.01(b)(2)(A).

                


        

      

    

     

    
      
        	  	
                (2) o

              	
                for
      existing plans converting from another plan document, service prior to the
      original Effective Date as defined in Section
    1.01(b)(2)(B).

              


      

    

     

    (Note: Do
not elect to apply this Section 1.08(c) if vesting is based only on the class
year method.)

     

    
      
        	
                (d)       ̈

              	
                Notwithstanding
      anything to the contrary herein, a Participant will forfeit his Matching
      Contributions and Employer Contributions (regardless of whether vested)
      upon the occurrence of the following event(s):

              
	 	 
	 	___________________________________________________________________________
	 	 
	 	___________________________________________________________________________


      

    

     

    (Note:
Contributions with respect to Directors, which are 100% vested at all times, are
subject to the rule in this subsection (d).)

     

    
      	
              (e)

            	
              A
      Participant will be 100% vested in his Matching Contributions and Employer
      Contributions upon (Check
      the appropriate box(es)):

            


    

    
      
        
          	 	 	 
	  	
                  (1) o

                	
                  Retirement
      eligibility is the date the Participant attains age ___ and
      completes ___ Years
      of Service, as defined in Section
  7.03(b).

                


        

      

    

     

    
      	  	
              (2)  ̈

            	
              Death.

            


    

     

    
      
        	  	
                (3) o

              	
                The
      date on which the Participant becomes disabled, as determined under
      Section 1.07(a)(2).

              


      

    

     

    (Note:
Participants will automatically vest upon Change in Control if Section
1.07(a)(1)(G) is elected.)


    
      
         


      

      
        Page
10

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	  	
                        (f)        o

                      	
                        Years
      of Service in Section 1.08 (a)(1) and Section 1.08 (b)(1) shall include
      service with the following employers:

                      
	 	 	 
	 	 	__________________________________________________________________
	 	 	 
	 	 	__________________________________________________________________


              

            

          

        

      

    

     

    
      	
              1.09

            	
              INVESTMENT
      DECISIONS

            


    

     

    A
Participant’s
Account shall be treated as invested in the Permissible Investments as directed
by the Participant unless otherwise provided below:

     

    
      
        
          
            
              
                	  	
                         

                      	
                        ________________________________________________________________________

                      
	   	 	 
	   	 	________________________________________________________________________


              

            

          

        

      

    

     

    
      	
              1.10

            	
              ADDITIONAL
      PROVISIONS

            


    

     

    The
Employer may elect Option below and complete the Superseding Provisions Addendum
to describe overriding provisions that are not otherwise reflected in this
Adoption Agreement.

     

    
      
        	  	
                þ

              	
                The
      Employer has completed the Superseding Provisions Addendum to reflect the
      provisions of the Plan that supersede provisions of this Adoption
      Agreement and/or the Basic Plan
Document.

              


      

    


    
      
         


      

      
        Page
11

        
          

        

      

      
         


      

    

     

    EXECUTION
PAGE

    (Fidelity’s
Copy)

     

    IN
WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed
this 1 day of DECEMBER, 2008.

     

    
 

    
      
        
          
            
              
                
                  
                    	
                            Employer

                          	
                            VERSO
      PAPER HOLDINGS LLC

                          
	 
      	 
      
	
                            By

                          	
                              

                          
	 
      	 
      
	
                            Title

                          	
                            VICE
      PRESIDENT HUMAN
RESOURCES

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
        Page
12

        
          

        

      

      
         


      

    

     

    
      EXECUTION
PAGE

      (Employer’s
Copy)

    

     

    IN
WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed
this 1 day of DECEMBER, 2008.

    
 

    
      
        
          
            
              
                
                  
                    	
                            Employer

                          	
                            VERSO
      PAPER HOLDINGS LLC

                          
	 
      	 
      
	
                            By

                          	
                              

                          
	 
      	 
      
	
                            Title

                          	
                            VICE
      PRESIDENT HUMAN
RESOURCES

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
        Page
13

        
          

        

      

      
         


      

    

     

    AMENDMENT
EXECUTION PAGE

    (Fidelity’s
Copy)

     

    
      
        	
                Plan
      Name:

              	
                Verso Paper Deferred Compensation Plan (the
      “Plan”) 

              


      

    

     

    
      
        	
                Employer:

              	
                Verso
Paper

              


      

    

     

    (Note:
These execution pages are to be completed in the event the Employer modifies any
prior election(s) or makes a new election(s) in this Adoption Agreement. Attach
the amended page(s) of the Adoption Agreement to these execution
pages.)

     

    The
following section(s) of the Plan are hereby amended effective as of the date(s)
set forth below:

     

    
      
        
          
            
              
                
                  	
                          Section
      Amended

                        	 	
                          Effective
      Date

                        
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      


                

              

            

          

        

      

    

     

    IN
WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the
date below.

     

    
      
        
          
            
              
                
                  	
                          Employer:

                        	
                             

                        
	 
      	 
      
	
                          By:

                        	
                             

                        
	 
      	 
      
	
                          Title:

                        	
                             

                        
	 
      	 
      
	
                          Date:

                        	
                             

                        


                

              

            

          

        

      

    


    
      
         


      

      
        Page
14

        
          

        

      

      
         


      

    

     

    AMENDMENT
EXECUTION PAGE

    (Employer’s
Copy)

     

    
      
        	
                 
      Plan Name:

              	
                  Verso Paper Deferred Compensation Plan (the
      “Plan”)

              


      

    

     

    
      
        	
                 
      Employer:

              	
                  Verso
  Paper

              


      

    

     

    (Note:
These execution pages are to be completed in the event the Employer modifies any
prior election(s) or makes a new election(s) in this Adoption Agreement. Attach
the amended page(s) of the Adoption Agreement to these execution
pages.)

     

    
      
        
          
            
              
                	
                        Section
      Amended

                      	 	
                        Effective
      Date

                      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      


              

            

          

        

      

    

    


    IN
WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the
date below.

    


    
      
        
          
            
              	
                      Employer:

                    	
                         

                    
	 
      	 
      
	
                      By:

                    	
                         

                    
	 
      	 
      
	
                      Title:

                    	
                         

                    
	 
      	 
      
	
                      Date:

                    	
                         

                    


            

          

        

      

    


    
      
         


      

      
        Page
15

        
          

        

      

      
         


      

    

     

    ATTACHMENT
A

     

    Re: PRE
EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES

     

    
      
        	
                Plan
      Name:

              	
                  Verso Paper Deferred Compensation Plan (the
      “Plan”)

              


      

    

     

      
        

      

    

     

    
      

    

     

    
      

    

     

    
      

    

     

    
      

    

     

    
      

    

     

    
      

    

     

    
      
         


      

      
        Page
16

        
          

        

      

      
         


      

    

     

    ATTACHMENT
B

     

    Re:
SUPERSEDING PROVISIONS

    for

     

    
      
        	
                Plan
      Name:

              	
                  Verso Paper Deferred Compensation Plan (the
      “Plan”)

              


      

    

     

    
      
        	
                  

              	
                (a)

              	
                Superseding
      Provision(s) – The following provisions supersede other provisions of
      this Adoption Agreement and/or the Basic Plan Document as described
      below:

              


      

    

     

    
      
        	  	
                1.

              	
                Section
      1.05(b)(1) is amended by adding the following sentence at the end thereof
      to read as follows: “The Employer shall make a Matching Contribution on
      behalf of each Participant in an amount equal to the following percentage
      of a Participant’s Deferral
      Contributions determined separately with respect to each payroll period
      ending with or within each month of the Plan
  Year”.

              


      

    

     

    
      	  	
              2.

            	
              Section
      1.05(b)(1)(C) is amended by adding the following to the end
      thereof:

            


    

     

    Notwithstanding
the above, a Participant shall not be entitled to a Matching Contribution with
respect to the Participant’s Deferral Compensation for a payroll period, if and
to the extent, such Participant is entitled to an employer matching contribution
under the Verso Paper Retirement Savings Plan for Non-Union Employees (RSP),
determined on a per percentage basis, for such same payroll period. The maximum
aggregate employer matching contribution to this Plan and RSP shall be the
amount set forth above in this Section 1.05(b)(1)(C), with matching
contributions to RSP given priority. In no event shall the Matching Contribution
under this Plan exceed 100% of the matching contribution that would be provided
under the RSP absent any plan-based restrictions that reflect limits on
qualified plan contributions under the Internal Revenue Code.

     

    
      
        	  	
                3.

              	
                Notwithstanding
      anything to the contrary in Section 1.07(a)(3)(C), if the Participant
      dies before
      his or her benefit has been fully distributed, the Participant’s benefit
      shall be paid to
      the Participant’s Beneficiary in a lump sum
      distribution.

              


      

    


    
      
         


      

      
        Page
17

        
          

        

      

      
         


      

    

     

    
      VERSO
PAPER DEFERRED COMPENSATION
PLAN
AMENDMENT

        

      WHEREAS,
Verso Paper Holdings LLC (hereinafter the “Employer”) intends to amend the Verso
Paper Deferred Compensation Plan (hereinafter the “Plan”) to suspend, effective
as of April 10, 2009 and until such time as the Employer otherwise directs, all
matching contributions that would otherwise be made on behalf of all Plan
Participants.

    

     

    NOW,
THEREFORE, BY THIS INSTRUMENT, the Employer amends the Plan in the following
respects:

     

    FIRST
CHANGE

     

    Effective
April 10, 2009, the following provision is added to Attachment B (“Superseding
Provisions”) of the Adoption Agreement and supersedes all provisions to the
contrary:

     

    Notwithstanding
anything in this Attachment B or the Adoption Agreement to the contrary,
effective April 10, 2009, no further Matching Contributions shall be made to the
Plan. Accordingly, as of such date, the percentage specified in Section
1.05(b)(1)(C) of the Adoption Agreement shall be 0% rather than
70%.

     

    EFFECTIVE DATE OF
AMENDMENT

     

    The
Employer adopts this Amendment effective as of April 10, 2009.

     

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    ADOPTION OF THE
AMENDMENT

     

    On the
date noted below, the Employer hereby adopts this Amendment, and ratifies and
confirms the Plan as amended in all respects.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Verso
      Paper Holdings LLC

                                      	 	
                                         
      

                                      	 
		 	
                                        Date:

                                      	
                                        4-6-09

                                      
	
                                        Ricardo
      Moncada, Authorized Representative

                                      	 	 
      	 
		 	 
      	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      SECOND
AMENDMENT

      TO

      VERSO
PAPER DEFERRED COMPENSATION PLAN

      


      


      Verso Paper Holdings LLC (the
“Employer”) adopted the Verso Paper Deferred Compensation Plan (the “Original
Plan”), which consisted of The CORPORATEplan for RetirementSM
Executive Plan, Basic Plan Document, effective as of February 15, 2007 (the
“Basic Plan Document”); as amended and restated by the Adoption Agreement
effective as of December 1, 2008 (the “Adoption Agreement).

      


      WHEREAS, the Original Plan was further
amended by the Verso Paper Deferred Compensation Plan Amendment effective as of
April 10, 2009 (the Original Plan, as so amended, is referred to as the
“Plan”);

      


      WHEREAS, Section 9.01 of the Basic Plan
Document provides for the amendment of the Plan by the Employer;
and

      


      WHEREAS, the Employer wishes to amend
the Plan.

      


      NOW, THEREFORE, effective as of January
1, 2010, the Plan is amended as follows:

      


      1.           Section
1.05(c)(2) of the Adoption Agreement is amended by adding the following sentence
to the end of said Section:

      


      
        	
                 
      

              	
                Effective
      for Plan Years beginning on and after January 1, 2010, the Employer may
      designate Discretionary Employer Contributions as pursuant to the
      Executive Retirement Program (ERP) sponsored by the Employer, the terms of
      which are hereby incorporated by reference.  The Employer’s
      designation shall be in writing and shall be made prior to the first day
      of the Plan Year for which such contributions relate (the “ERP
      Contribution”).

              


      

      


      2.           Section
1.07 of the Adoption Agreement is amended by adding the following new subsection
(g) to the end of said Section:

      


      
        (g)         Executive
Retirement Program 2010 Transition

      

      


      
        
          	
                   

                	
                  Notwithstanding
      anything herein to the contrary, with respect to any ERP Contribution
      during the 2010 Plan Year, the following shall apply:  The ERP
      Contribution shall be distributed from the Plan to each applicable
      Participant in a lump sum payment on February 1, 2012 (or as soon as
      administratively feasible thereafter), or, if earlier, upon the
      Participant’s Separation from Service (subject to the six-month delay rule
      set forth in Section 1.07(c) of the Adoption Agreement).  The
      Participant shall have the right to modify the distribution date specified
      above in accordance with Section 1.07(b) of the Adoption
      Agreement.

                


        

      

      


      3.           Section
1.05(b)(1)(C) of the Adoption Agreement is amended to reinstate Matching
Contributions under the Plan as of January 1, 2010, and thus to read as
follows:

      


      
        
          
            	
                    (C)

                  	
                    x
      Other:

                  	
                    70%
      of the first 4% of the Participant’s Compensation contributed to
      the Plan
      plus 60% of the next 4% of the Participant’s Compensation contributed
      to the Plan.

                  


          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the Employer has caused this instrument to be executed by its
duly authorized officer this 23rd day of December,
2009.

       

      
        
          	 	VERSO
      PAPER HOLDINGS LLC	 
	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Ricardo
      Moncada	 
	 	Name:	Ricardo
      Moncada	 
	 	Title:	Vice
      President of Human Resources	 
	 	 	 	 


        

      

      


       

      
        
          
          

        

        
          2