**Exhibit10.5**

NINTH AMENDMENT TO THE

RETIREMENT PLANFOR SALARIED EMPLOYEESOF BLUE RIDGE PAPER PRODUCTS INC.

TheRetirement Plan for Salaried Employees of Blue Ridge Paper Products Inc. isamended, by adding a new Section 4.2(d) thereto, effective May 7, 2007, asfollows:

(d)         Benefit Increase forTransferred Employees.  In the caseof any current or former Participant, to the extent that:

(1)                                 theamount of such person’s Accrued Benefit is (or, in the case of a formerParticipant, was) otherwise determined by offsetting such person’s benefitunder the Plan by the amount of such person’s accrued benefit under theChampion Plan,

(2)                                 theamount of such person’s accrued benefit under the Champion Plan as of any datesubsequent to May 13, 1999 is smaller than the amount of such person’s accruedbenefit under the Champion Plan as of May 13, 1999, and

(3)                                 suchreduction in such accrued benefit under the Champion Plan is due to a chargeimposed under the Champion Plan on account of preretirement survivor annuitycoverage provided with respect to such person under the Champion Plan for allor any portion of the period of time that such person is (or was) an Employeeof the Employer (for purposes of this subsection (d), the “Champion PlanPreretirement Survivor Coverage Charge”),

the amount of such person’s Accrued Benefit shall beincreased by an amount equal to the excess of:

(1)                                 theamount that would have been such person’s Accrued Benefit had such person’saccrued benefit under the Champion Plan been reduced by such Champion PlanPreretirement Survivor Coverage Charge, over

(2)                                 theamount of such person’s Accrued Benefit, determined without regard to theprovisions of this subsection (d).

The provisions of this subsection (d) shall applynotwithstanding any other provisions of the Plan to the contrary.

For the avoidance ofdoubt, the provisions of this subsection (d) shall:

(1)                                 inno event result in the payment of duplicate benefits under the Plan,

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(2)                                 applywith respect to any person otherwise described in the foregoing provisions ofthis subsection (d), notwithstanding the fact that such person (i) hascommenced to receive such person’s benefits under the Plan, (ii) is, but forthe provisions of this subsection (d), not otherwise entitled to any futurebenefits under the Plan or (iii) has died, and

(3)                                 inno event be construed as the acceptance by the Employer, the Committee or anycurrent or former Participant (or such person’s Beneficiary) of the correctnessunder the terms of the Champion Plan (or under the Code or ERISA) of theChampion Plan Preretirement Survivor Coverage Charge otherwise imposed withrespect to any current or former Participant, and shall in no event bar anyclaim, or other action, brought against the Champion Plan (or the planadministrator of the Champion Plan) or the sponsor of the Champion Plan by thePlan or by any current or former Participant (or Beneficiary) challenging theamount of such charge under the Champion Plan.

In the event of any reduction in the amount of theChampion Plan Preretirement Survivor Coverage Charge with respect to any givencurrent or former Participant (whether on account of any claim or other action,or otherwise), the Committee shall, as determined by the Committee, cause areduction to be made in the amount of any future benefits otherwise payableunder the Plan to, or with respect to, such person and/or seek to recover, asan overpayment, a portion of the benefit previously paid under the Plan to, orwith respect to, such person.

The provisions of this subsection (d) shall in allevents be administered in accordance with such rules of uniform application asmay be established by the Committee.

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