Exhibit 10.1


LABOR
AGREEMENT


BETWEEN


BLUE
RIDGE PAPER PRODUCTS INCORPORATED


AND


UNITED
STEEL, PAPER AND FORESTRY, RUBBER,

MANUFACTURING, ENERGY, ALLIED INDUSTRIAL AND SERVICE

WORKERS INTERNATIONAL UNION


PREAMBLE


THIS AGREEMENT is made
and entered into this 14th day of May 2006, by and between Blue Ridge Paper
Products Incorporated (the “Company”), for its plants or mills located at
Canton, North Carolina; Waynesville, North Carolina; Athens, Georgia; Clinton,
Iowa, and Olmsted Falls, Ohio, hereinafter referred to as the “Company”, and
the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied
Industrial and Service Workers International Union (USW) AFL-CIO, CLC, on
behalf of Local 2-0507; Local 3-0794; Local 7-0761; and Local 5-0673, both hereafter
referred to as the “Union.”


ARTICLE I

RECOGNITION


The Company recognizes
the Union as the sole and exclusive bargaining representative for the purposes
of collective bargaining with respect to rates of pay, wages, hours of
employment, and other conditions of employment for all production and
maintenance employees of the Company’s facilities as described in the Preamble,
but excluding all clerical employees, professional employees, guards and
supervisors as defined under the National Labor Relations Act as amended.


ARTICLE
II

GENERAL PURPOSE


A.           The general purpose of
this Agreement is in the mutual interest of the Company, its staff employees
and the employees represented by the Union, to provide for the uninterrupted
operation of the plant under methods which will further to the fullest extent
possible the safety, welfare, and health of the employees, economy of
operation, quality and quantity of output, cleanliness and maintenance of the
plant, and the protection of the property. 
The Union recognizes its 



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responsibilities as the
exclusive bargaining agent of the employees covered by the Agreement, and
realizes that in order to provide maximum opportunities for continuing
employment, good working conditions, and fair and equitable wages, the Company must
be in a strong competitive position.


B.             Therefore, it shall
be the duty of the Company, its staff employees, and the employees represented
by the Union, to cooperate fully, individually and collectively, in this
regard.  Further insure this ESOP be accepted
as a part of this Agreement by reference. 
This clause shall not be used to discriminate against any employee’s
rights under this Agreement.


ARTICLE
III

EQUAL EMPLOYMENT OPPORTUNITY


A.           The Company and the
Union agree that all employees shall have equal employment opportunities
regardless of race, color, religion, sex, national origin, and within the
framework of federal and state laws regarding age discrimination.


B.             The Company and the
Union shall observe the rights of the handicapped as provided in the
Rehabilitation Act of 1973 and the rights of disabled veterans and veterans of
the Vietnam era as provided in the Vietnam Era Veterans’ Readjustment
Assistance Act.


C.             Wherever used in this
Agreement, the masculine personal pronoun and/or the feminine personal pronoun
shall have equal application to the other.


ARTICLE
IV

LENGTH OF AGREEMENT


THIS AGREEMENT shall
remain in full force and effect from May 14, 2006 through May 13, 2009, and
from year to year thereafter, unless terminated in accordance with the
provisions outlined below. The terms of this Agreement will not be altered,
varied, or amended except by mutual agreement in writing and signed by the
parties hereto.


ARTICLE V

CHANGES OR MODIFICATION


In the event that either
party desires to change any provisions of this Agreement, it shall give written
notice of such desire by certified mail to the other party not more than ninety
(90) days nor less than sixty (60) days in advance of the anniversary date or
May 14, 2009.  The giving of notice, as
provided above, shall constitute an obligation upon both parties to negotiate
in good faith all questions at issue with the intent of reaching a written
agreement prior to the anniversary date.



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ARTICLE
VI

TERMINATION OF AGREEMENT


A.           At any time after May
14, 2009, or any anniversary date thereafter, if no agreement on the questions
at issue has been reached, either party may give written notice to the other
party of intent to terminate the Agreement in not less then ten (10) days.


All provisions of the Agreement shall remain in full
force and effect until the specified time has elapsed.  During this period, attempts to reach
agreement shall be continued.


B.             If the parties have
failed to resolve their differences before the specified time has elapsed, all
obligations under this Agreement are automatically cancelled.


ARTICLE
VII

NO INTERRUPTION OF PRODUCTION


There shall be no
lockouts by the Company, or strikes, slowdowns or work stoppage of any kind by
the Union, its representatives, agents or members during the duration of this
Agreement.


ARTICLE
VIII

SENIORITY


The principles of
seniority shall govern in promotions, layoff, demotions, and filling of
vacancies, transfers and recalls as hereinafter provided.


A.           An employee shall be
considered probationary for the first sixty- (60) calendar days, after which he
shall be considered a regular employee and his seniority shall date from the
most recent date of hire.  During the
probationary period, the Company shall have the right to transfer or discharge
such employee and any such action shall not be subject to the grievance and
arbitration procedure.


B.             For the purpose of
this Agreement, employees shall have four (4) types of seniority:  Plant Seniority; Department Seniority; Group
Seniority and Job Seniority.  The type of
seniority used at each location and the method of application shall be governed
by each Local supplement that is a part of this agreement.  Such supplement shall apply to each location
named in each supplement.   Should a
question of Local supplement application occur and it cannot be resolved by the
location, then this Master Agreement shall apply.  Seniority as it pertains to employees within
the bargaining unit shall retain the same application as is accrued with
Champion International Corporation


C.             Seniority shall be
broken and employment terminated for the following reasons:


1.               Voluntary quit.



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2.               Discharge for just
cause.


3.               Failure to return
from a leave of absence as of the first scheduled workday following the
termination date of the leave.


4.               Absent from work
for three (3) consecutive scheduled workdays without proper notification to the
Company.  Excluded in the computation of “days”
in this sentence are Saturdays, Sundays, and Holidays.


5.               Employment on
another job while on a leave of absence except as provided in Article XX,
Section B & C.


6.               Failure to notify
the Company of intent to return to work within seven (7) days following receipt
of certified letter sent to the employee’s address as carried on the Company’s
records and failure to return to work from layoff within ten (10) days
following receipt of such letter.


7.               Exceptions may be
made to 3, 4 and 6, if a justifiable reason is given.


 


D.            PROMOTIONS IN LINES OF
PROGRESSION


When promotions are to be made at any location, the language as applied
in each Local Supplement shall be the controlling language.


E.              JOB BIDDING


Job bidding shall be applied by using the employee’s seniority as
developed in each Local Supplement.


F.              TEMPORARY VACANCIES


Temporary
vacancies shall be filled in accordance with the method of application
developed in each Local Supplement.


G.            DEMOTIONS AND LAYOFFS


Demotions and layoffs shall follow the reverse order of
promotions.  The method of administering
this seniority provision for demotions and layoffs shall be developed in each
Local Supplement.  However, in any
location probationary employees shall be laid off first.  Layoffs from the plant shall be by plant
seniority.  Any employee’s job
classification affected by a layoff shall be given an opportunity to receive at
least thirty (30) days training prior to being reduced from their line of
progression, job, group, department or the plant.


H.            RECALL


Recall
of laid off employees shall be in the reverse order of layoff seniority.  Employees laid off shall retain their plant
seniority.


I.                 TRANSFERS


Transfers between lines of progression or departments shall be governed
by the use of seniority application determined at each Local facility.  When a vacancy occurs, prior to hiring a new
employee, incumbent employees shall be given an opportunity for transfers
between locations.  The transferring
employee(s) shall retain their seniority for earned vacation and pensions.  Their seniority date in the new location
shall be in accordance with Section B above. 
This transfer policy is attached as Appendix B.



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ARTICLE
IX

GRIEVANCES AND ARBITRATION


A.  GRIEVANCES


An earnest effort shall
be made to promptly settle complaints in the following order and manner:


Step 1:  The employee and the steward shall discuss
his complaint with his immediate supervisor within seven (7) days following the
date the incident occurred that gave rise to the complaint; however, if the
incident occurred while the employee was on an excused absence and he had no
knowledge of it until his return to work, the seven (7) day period shall begin
on his first scheduled work day following the return from the absence.  The employee, his shop steward, and his
supervisor are encouraged to make every possible effort to settle the grievance
at this stage.  The supervisor shall
reply to the employee within three (3) days of the date the complaint was
brought to his attention.


When the Company immediately agrees to resolve the issue, the Company
will provide written documentation to the personnel department and Union in
lieu of the formal grievance procedure.


Step 2:  A complaint, which is not resolved between
the employee and his supervisor, must be reduced to writing and submitted to
the department manager within seven (7) days of the supervisor’s reply.  The department manager and/or his designated
representative and foreman involved shall meet with the employee, a local union
officer and the steward within seven (7) days of the date the written grievance
was received.  He shall give his written
answer within three (3) days of the date of the meeting.


Step 3:  An appeal of the department manager’s answer
must be made in writing to the Plant Manager or his designated representative
within seven (7) days after receipt of the department manager’s answer by the
local Union.  As a result of a meeting
attended by the Plant Manager or his designated representative, together with
the International Representative or his designated representative, a committee
representing the Local Union, plus the aggrieved employee, a discussion of the
appealed grievance shall take place within nine (9) days of the date the appeal
notice was received.  The Plant Manager
shall give his answer within ten (10) days of the date of the meeting.


A grievance not appealed
from one step to the next within the specified time limits shall be considered
settled on the basis of the last answer, unless such time limits are extended
in writing by mutual agreement.  Failure
on the part of the Company to answer within the specified time limits shall
cause the grievance to be settled in favor of the grievant.


“Days” in the Grievance
and Arbitration Articles shall mean calendar days, excluding Saturdays,
Sundays, and Holidays.



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B. ARBITRATION


1. An appeal of the Plant
Manager’s answer must be made in writing to the Company within thirty (30)
days.  An extension of this time limit
will be granted up to a maximum of thirty (30) days if requested by the
Union.  If written notice is given, the
Company within three (3) days will ask the Federal Mediation and Conciliation
Service to furnish the parties with a panel of seven (7) qualified
arbitrators.  Within fourteen (14) days
after receipt of the list of arbitrators, the Union and the Company shall
alternately strike a name from the list. 
The Union and the Company shall alternate on each case in being the
first party to strike a name from the list, with the Union striking first on
the first case under this new Agreement. 
The person whose name remains shall be the arbitrator.  Either party has the right to reject one
panel of arbitrators and another panel will be requested.


The decision of the arbitrator on all matters properly submitted, shall
be final and binding on both parties to this Agreement.  Arbitrator selection shall be accomplished in
accordance with the procedure in each Local Supplement if different from above.


2. The arbitrator shall have jurisdiction and authority only to
interpret, apply, or determine compliance with the provisions of this
Agreement, insofar as shall be necessary to the determination of grievances appealed
to him.  He shall have no authority to
add to, detract from, or alter in any way, the provisions of the Agreement, nor
to establish or change any wage rate. 
The same arbitrator shall not arbitrate multiple issues.


3. The Company and the Union shall share the expenses of the arbitrator
equally.  The expenses of the witnesses
shall be paid by the party requesting the witness to testify.


4. The arbitrator shall render his award within thirty (30) days after
the receipt of post-hearing briefs.  If
the parties do not file briefs, the arbitrator shall render his award within
thirty (30) days after the close of the hearing.


ARTICLE X

VACATIONS


 


A.
ELIGIBILITY


All hourly paid employees
who have at least one (1) year seniority in the plant shall be granted a
vacation with pay each calendar year. 
Below are the numbers of years of continuous employment in the Company’s
service that must be completed to be eligible for the number of weeks vacation
indicated:


1 week vacation after           The
actual number of weeks of


2 weeks vacation after         eligibility
shall be those years


3 weeks vacation after         referred
to in the Local Supplement


4 weeks vacation after         at
each location.


5 weeks vacation after


6 weeks vacation after



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B. An
employee who works less than 1,040 hours because of an illness or injury shall
receive credit for forty (40) hours per week for all full weeks lost because of
such illness or injury.  The accumulation
of these credits will be limited to the first calendar year of each continuous
period of loss of hours due to such illness or injury.


C.
VACATION PAY


1. The amount of vacation
pay for an eligible employee shall be calculated at the rate of pay as set
forth in each Local Supplement.


2. An employee who leaves
the employ of the Company and has not taken the vacation to which he is
entitled, shall receive vacation pay at the time of leaving the employment of
the Company.  The amount of such
additional vacation pay shall be prorated according to the number of months
worked.


3. An employee who enters
the armed services, retires, or dies, and who has completed one (1) year or
more of continuous employment in the company’s service on the last previous
anniversary date of such continuous employment, shall upon termination of
employment receive in addition to vacation pay as provided above, vacation pay
for time worked during the calendar year in which his employment is
terminated.  The amount of such
additional vacation pay shall be prorated according to the number of months worked.


B. VACATION PERIODS


1. Vacations shall be
taken in periods of not less than one week, except as provided by other
provisions of this Agreement that applies to Incremental Vacation.


2. Vacations are not
accumulative from year to year.


3. Holidays falling in a
vacation period shall not extend the vacation period.


4. Vacations will be
taken to coincide with the established workweek.


5. The administration of
the vacation scheduling for employees shall be the process that is established
by the supplemental agreements at each Local facility.


ARTICLE XI

HOLIDAYS


 


Each employee shall receive eight (8) hours straight
time pay at his hourly rate (including any additional pay provided in each
Local Supplement) for the following holidays: 
Memorial Day (Federal); Independence Day, Labor Day, Thanksgiving Day,
the day after Thanksgiving Day, December 24, Christmas Day, December 26, a
floating holiday, Good Friday, Easter Monday, New Years Day and Presidents’
Day.  These are identified maximum
numbers of holidays only for purposes of this Agreement.  Each Local facility may contain a different
number of holidays, but in no event will the number 



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of holidays exceed the number listed in this
Article.  In addition to the number
deviation of holidays contained in each Local Supplement, each Local Supplement
shall determine annually which of those holidays that the location wishes to
recognize as holidays for the forthcoming year. 
Such identification meeting shall occur in December of the prior year.  The method of calculating the proper
classified rate may vary in each Local supplement.


A. ELIGIBILITY


1. The employee must have completed his probationary
period prior to such paid holiday.


2. The employee must work his last scheduled workday
before the holiday and his first scheduled workday after the holiday unless
absence on either or both of these days is due to a layoff, absence with
employer’s permission, bona fide illness of the employee, or illness of a
member of the employee’s immediate family requiring his presence.


3. If a holiday occurs during a period when an
employee who otherwise is eligible for holiday pay is laid off he will receive
pay for such holiday when he returns to work, provided the entire duration of
his layoff has not exceeded one hundred eighty (180) days.


4. An employee who is absent because of illness or
industrial injury and is otherwise eligible for holiday pay will receive
holiday pay in the regular pay period covering the holiday which occurs within
one hundred eighty (180) days of his last day worked.


B.             An employee who is
required to work on a holiday shall be paid time and one-half for all hours
worked on the holiday; and in addition, if he qualifies as provided above, he
shall be paid holiday pay.


C.             When any specified
paid holiday is celebrated within an eligible employee’s approved vacation
period and he is absent from work because of such vacation, he shall be paid
for such holiday in accordance with the provisions set out herein.


D.            Hours not worked but
paid for on a holiday shall be counted as time worked for the purpose of computing
weekly overtime.


ARTICLE XII

HOURS OF WORK AND OVERTIME


 


A.           The established
workweek begins at 7:00 a.m. on Monday and shall continue for seven (7)
consecutive twenty-four (24) hour periods. 
The workweek shall end at 6:59 a.m. the following Monday.  The starting of the workweek for the DairyPak
plants may begin at 11:00 p.m. on Sunday and shall continue for seven (7)
consecutive twenty-four (24) hour periods. 
The workweek shall end at 10:59 p.m. the following Sunday.



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B.             The normal schedule
for shift workers, which includes a paid lunch period, is as follows:


First Shift - 6:30 a.m.
to 2:30 p.m.


Second Shift - 2:30 p.m.
to 10:30 p.m.


Third Shift - 10:30 p.m. to 6:30 a.m.


This shift starting and quitting time may vary between each Local
Supplement.  However, in no event shall a
shift begin any later then 7:00 a.m., 3:00 p.m. or 11:00 p.m. or end any later
than 3:00 p.m., 11:00 p.m., or 7:00 a.m.


C.             Work performed prior
to or following the work shift will be paid at the appropriate overtime rate.


D.            For the purpose of
computing overtime, the workweek will be forty (40) hours and the workday will
be eight (8) hours.


E.              All time worked by
an employee in excess of eight (8) hours in any twenty-four (24) work period or
over forty (40) hours in any work week shall be paid at one and one-half (1 1⁄2)
times the base rate.  It is further
provided that hours not worked on any of the twelve (12) holidays designated in
Article XI, Section A, of this Agreement shall be considered as hours worked in
computing hours in excess of forty (40) per week.


F.              The normal schedule
of day workers is 7:00 a.m. to 12:00 noon and 12:30 p.m. to 3:30 p.m., Monday
through Friday.  The Company will arrange
the schedule of day workers for five (5) consecutive days of eight (8)
consecutive hours, lunch period of thirty (30) minutes excepted.  An employee on day work requested to work
through meal time will continue to work until 3:30 p.m. unless the emergency
work is completed and the employee requests to be released at 3:00 p.m.  Emergency work making it necessary to work
through mealtime will be held to a minimum and will not be performed unless
directed by the department manager.


G.             The Company will post
changes in work schedules for the following week not later than 12:00 noon on
Thursday.


H.            There shall be no
duplication of overtime pay for the same hours, and payment of overtime for any
hour or part of an hour on one basis shall exclude that time from consideration
for payment of overtime on any other basis.


ARTICLE XIII

SHIFT DIFFERENTIAL


Employees working on the
second and third shift shall be paid in accordance with the Local
Supplements.  This amount may vary
between each facility.



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ARTICLE
XIV

WAGES


Wage rates shall be paid
in accordance with the Appendix attached as a part of the Local Supplement at
each location.  The necessary increase of
wages because of working in a higher classification or the lowering of wages
because of working in a lower classification shall be in accordance with the
methods provided in each Local Supplement.


A.           Rates on existing jobs
shall not be subject to adjustment throughout the life of this Agreement,
except as provided in “B” below.


B.             When new jobs are
created, or when substantial charges are made in the duties and/or workload of
existing jobs, the Company and the Union will meet within thirty (30) days from
the date request is received, unless mutually agreed to extend the time limit,
to negotiate the rate of the new job or the rate of the existing job that has
been substantially changed.  If no
agreement can be reached, the Company will set the job rate.  Such rate may be subject to negotiations at
the next general contract negotiations, and any change agreed upon at that time
will be made retroactive to persons then on the payroll of the Company to such
time as the Company and the Union shall agree.


C.             The matter of wages
is not to be a subject of arbitration.


D.            REPORTING TIME


1.               Should an employee
report for work at his regularly scheduled time, and due to unavoidable circumstances
his services are not required for that workday, payment will be made for four
(4) hours straight time at his regular rate of pay.  Reporting time hours paid for, but not
actually worked, will be counted toward computation.


2.               Reporting time pay
shall not be paid if the failure to provide work is caused by storm, flood,
fire, accidental breakdown, power failure, or other causes beyond the control
of the Company.


ARTICLE XV

JURY DUTY


A.           When a regular employee
is called upon to serve on a jury, he shall receive the difference between the
amount received for such jury duty and the “total rate” he would have received
on his regularly scheduled job at straight time, provided the employee notifies
his supervisor so necessary arrangements can be made.


B.             If an employee is
scheduled to work the third shift on the night before he reports for jury duty,
he will be excused from work that night. 
His pay will be computed as outlined above.



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C.             Employees seeking
reimbursement under this Article must present proof of hours served on jury
duty and compensation received from the court in connection therewith.  In the event that an employee is required to
appear in court as a witness or defendant, the Company will try to grant the
employee time off without pay.


ARTICLE XVI

CALL-IN TIME


A.           An employee who is
called in to work at a time other than his regularly scheduled shift shall be
guaranteed a minimum of four (4) hours at his regular straight time rate or
time and one-half for hours worked, whichever is greater.  An employee so called will be allowed to
leave after the work for which he was called has been completed.  However, such employee may be required to do
work of an urgent nature that has developed after the Company has called him.


B.             Call-in is not applicable
when work is planned in advance and scheduled to commence at any specific time,
if the employee is scheduled to work and is notified before leaving the mill on
prior shift, or sixteen (16) hours in advance of starting time of such work.


ARTICLE XVII

DISCIPLINE AND DISCHARGE


A.           If an employee is
called in for a disciplinary interview he/she shall be advised he/she has the
right to union representation and the employee and union representative have
the right to examine the materials in their personnel files if used in the
disciplinary interview.  When a statement
against an employee is to be entered into the personnel record of the employee,
the Company will furnish the employee and the Union with a copy.


B.             An employee
discharged shall have the right to request in writing the reason for such
discharge.  A copy of the reason for such
discharge shall be sent to the Local Union President.


C.             All disciplinary
action will be taken within five (5) working days (excluding Saturdays,
Sundays, and holidays) from the date the Company becomes aware of the
infraction.


ARTICLE XVIII

FUNERAL LEAVE


A.           In the event of a death
(except for the employee’s spouse, children, mother and/pr father) in the
immediate family of an employee who has been in the employ of the Company for
sixty (60) days or more, the employee will be compensated at a regular straight
time rate of pay for his scheduled days of work 



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lost up to a maximum of
three (3) consecutive calendar days.  For
the computation of the three (3) days maximum pay, the two (2) days preceding
the funeral, the day of the funeral, and the day after the funeral are the only
days to be considered.  In the event a
Location has a greater number of days then those specified, the Local
Supplement for the Location will apply. The Company may require proof of death
and relationship before making such payments.


B.             The immediate family
of the employee shall be limited to those listed in the Local Supplement at
each location.


C.             Time spent while on
funeral leave will be counted as hours worked for computing overtime.


D.            Funeral leave pay will
not be payable if any of the days lost fall within an employee’s approved
vacation period or leave of absence.  No
allowance will be granted in the case where, because of distance or other
cause, the employee does not attend the funeral of the deceased.


ARTICLE XIX

MILITARY LEAVE


A.           The Company shall
comply with the applicable federal and state statues pertaining to the
re-employment rights of returning servicemen/women.


B.             Any regular employee
who is a member of a National or State Guard Unit, or any United States Armed
Forces Reserve component, who is required to participate in training for thirty
(30) days or less, or temporary guard duty, will be granted a leave of absence
for such purpose and may receive pay from the Company as follows:


The difference between the base pay received from the government and
the straight time earnings of his scheduled work hours at the mill during the
period of absence, up to a maximum of ninety-six (96) hours in any one calendar
year.


ARTICLE
XX

LEAVE OF ABSENCE


A. GENERAL


1. Upon application by an
employee and written permission from the Company, a leave of absence without
pay may be granted at the discretion of the Company for a period of not more
than thirty (30) calendar days without prejudice to seniority rights.


2. Extension may be
granted at the discretion of the Company and seniority shall accrue during an
approved extension.



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3. Upon termination of an
absence from work for five (5) or more scheduled workdays because of illness,
or fifteen (15) or more calendar days for any reason other than vacation, the
employee will report to the Medical Center.


4. An employee granted a
leave of absence would notify his department manager at least twenty-four (24)
hours in advance of the scheduled starting time of his job he will be ready to
resume his work.


5. Copies of all approved
leaves of absence and extensions thereof shall be furnished the Union.


6. A leave of absence is
not required when absence is due to occupational injury or disease.


B. ELECTED OFFICE LEAVE


1. Employees who are duly elected to a full-time
elected public governmental office at the Federal, State or Local level will be
granted a leave of absence up to a maximum of four (4) years  (six (6) years if elected to the United
States Senate).


2. In the case of an employee elected to the State or
Federal House of Representatives or Senate, a leave of absence will be granted
and seniority shall accrue for the length of time the body is in full session.


3. Seniority shall not accrue during an elected office
leave except as provided above.  The
Company shall be notified at least two (2) weeks prior to the end of the leave
of the employee’s intent to return.


C. UNION LEAVE


1. Employees may be granted a leave to work for the
International Union and employees to work for the Local Union, provided the
request is made in writing by the Union and approved by the Company. Such leave
shall have a maximum of two (2) years. 
Extensions may be granted at the discretion of the Company.


2. Seniority shall accrue during a Union leave.  When a promotion becomes available for which
an employee who is on Union leave is eligible, that promotion shall be offered
to him upon his return from leave.  The
company shall be notified at least two (2) weeks prior to the end of the leave
of the employee’s intent to return.


D. FAMILY MEDICAL LEAVE


In accordance with the provisions of the Family
Medical Leave Act, the Parties agree a request for Family Medical Leave will be
granted when applied for by an employee. 
This Family Medical Leave will be granted without sacrifice of any other
negotiated benefits.  (See MOA referenced
in Appendix D)



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ARTICLE XXI

MISCELLANEOUS


A.           Supervisors will not
perform work normally done by hourly rated employees, nor will the Company
condone such work, except in cases of emergencies or unforeseen circumstances
where failure to act promptly might result in harm or damage to personnel,
plant, or equipment.


B.             When it becomes
necessary to change methods of operation or kinds of products, which may result
in elimination of jobs or combining of jobs, the Company will advise and
negotiate the matter with the Local Union.


C.             With respect to the
subject of contracting out, it is understood production employees will normally
perform production work and maintenance employees will normally perform
maintenance work.  It is understood there
may be times the Company must employ the service of outside contractors.  The Company will notify, meet and discuss the
need, manner and necessity to use such outside services with the Union prior to
letting of the contract.  If the work can
be accomplished by the use of mill forces then bargaining employees will
perform the work.


Excluding from these provisions are new construction
and major replacement of equipment that requires special tools or
equipment.  The use of outside
contractors shall be unionized contractors as long as cost and service levels
are competitive.


D.            Each employee is
expected to respect his supervisors and each supervisor is expected to respect
the employee.  Both parties to this
Agreement realize the importance of getting along in the plant.  Harassment, profanity, or any other act of
disrespect in the plant will not be tolerated.


E.              Items
pertaining to any particular location at the time of development of this Master
Agreement will continue to be handled by the Supplement at each Location.


F.              The Company will
compensate those Union Officers, Stewards, or members, as designated by the
Union at their respective hourly rates for the time lost from work due to
keeping their appointments with Management, or investigating incidents that may
become grievances.


G.             Future medical/dental
plan cost increases and decreases, starting 1/1/07, will be shared 50/50 until
employee contribution reaches 20% of premium, starting with current dollar
contributions.  This change will replace
all current cost sharing language in the Master and Local Supplements.


H.            Attached as Appendix
D, is a listing of Memorandum Of Agreement’s (MOA’s) and Side Letter Agreements
incorporated into this Agreement by reference.


 



 14














 


ARTICLE XXII

COMPANY RULES


Company
rules include those listed in each Local supplement and are included in this
Master Agreement by reference.  Changes
or additions to these rules may be made from time to time and the parties shall
agree on the rules prior to the notification to all employees.  By the publishing of these rules and
notification of changes and additions, it shall be considered that employees
will have complete knowledge of the rules. 
The employees shall abide by the Company’s rules and practices.


ARTICLE
XXIII

NON-COERCION


The Company agrees not to
interfere in any way with the exercise by employees of their legitimate rights
to join and be active in the Union.  The
Union agrees not to intimidate or coerce employees to join the Union.


ARTICLE
XXIV

CONTRAVENTION OF LAW


If any provision or
section of this Agreement is found to be in violation of laws or regulations of
the United States, or the State in which the mill covered by this Agreement is
located, such provisions shall be superseded by the appropriate provisions of
such law or regulations, so long as same is in force and effect.  All other provisions of this Agreement shall
continue in full force and effect.  The
parties will discuss any change to a federal or state law, which may be related
to this Agreement, and if it is found to affect a provision of this Agreement,
the parties shall meet and negotiate the change or changes to the Agreement to
conform to the law.  Should Section 14B
of the National Labor Relations Act be amended or repealed, by either the State
or Federal Government, the Company will notify the bargaining unit members they
have thirty (30) days to become members of the Union.


ARTICLE
XXV

DEDUCTION OF UNION DUES


A.           Subject to the
provisions of State and Federal laws, the Company agrees to make a payroll
deduction of current Union dues of employees who are members of the Union.  This deduction will commence with the next
full bi-weekly pay period following receipt of an authorization signed by the
employee in the following form:


The form shall be the standard form for Union dues
deduction provided by the United Steel, Paper and Forestry, Rubber,
Manufacturing, Energy, Allied Industrial and Service Workers International
Union (USW).



 15
 






 



B.             It shall be the sole
obligation of the Company to remit the sums deducted to the designated
Financial Officer of the Local Union. 
The Union shall keep the Company harmless against all claims, demands or
other forms of liability that may arise out of the Company’s compliance with
this Article.


C.             The Company agrees
that it will deduct voluntary contributions to the USW Political Action Fund
each pay period from the earnings of those employees who voluntarily authorize
such contributions on forms provided for that purpose by the USW/PAC.  The signing of USW/PAC checkoff forms and the
making of such voluntary contributions are not conditions of membership in the
Union or of employment with the Company. 
The USW/PAC checkoff program shall remain in compliance with any
applicable state or federal statute.


The Company shall remit monthly to the Treasurer of
the USW/PAC, the total amount of voluntary contributions and a list of the
employees who made said voluntary contributions.  The remission of monthly USW/PAC checkoff
will be made to the USW Political Action Fund at Five Gateway Center,
Pittsburgh, PA 15222 within fifteen days following the end of each month.


The Union shall indemnify and save the Company
harmless against any and all claims, demands, suits or other forms of liability
that shall arise out of or by reason of action taken or not taken by the
Company for the purpose of complying with any of the provisions of this
understanding.


ARTICLE
XXVI

SAFETY AND HEALTH COMMITTEE


1. The Company agrees to
provide and maintain a safe and healthy workplace for its employees.  The Company will maintain all reasonable and
necessary precautions for safeguarding the safety and health of employees and
employees are expected to cooperate in the implementation of this safe work
environment.


2. In
addition to “for cause” drug and alcohol testing, “post accident” drug and
alcohol testing will be used by the Company in the event of on the job
injuries.  It is understood that such
testing will be conducted only when an injured employee is treated by a
licensed physician.  This provision
becomes effective 1/1/07.  The method of
administering this provision shall be set forth in each Local supplement of
this Agreement.


ARTICLE XXVII

ATTENDANCE POLICY


The need for all
employees to attend work whenever scheduled is an inherent portion of this work
process.  Therefore, each location shall
establish and maintain an attendance 



 16
 






 



policy that fits the
circumstances at each of their locations. 
Such attendance policy shall be included as part of this Agreement by
reference.


ARTICLE XXVIII

CONTINUOUS WORK


In consideration of the Union’s execution of this Agreement, the
Employer promises its operations covered by this Agreement shall not be sold,
conveyed, or otherwise transferred or assigned to any successor without first
securing the agreement of the successor to assume the Employer’s obligations
under this Agreement.


ARTICLE
XXIX

PROFIT SHARING


A.           The intention of Blue
Ridge Paper Products Inc. is to establish a profit sharing program to bind Blue
Ridge Paper and its Union employees together in a team to improve Company
profits.  Increased profits in one fiscal
year may be used in part to increase wages of its employees in the next fiscal
year.


B.             The Company will pay
to its hourly employees the contracted amount of operating profits before taxes
earned in the fiscal year January 1 to December 31 of any given year.  The total payments due will be divided
equally between employees on an annual basis.


C.             Blue Ridge Paper
Products Inc. will absorb the administrative costs of the plan.


D.            The full contents of
the Profit Sharing plan are attached hereto as Appendix A. It shall describe
this Profit Sharing plan in detail.


ARTICLE XXX

WORK PLACE CULTURE DEVELOPMENT


The parties signatory to
the Labor Agreement between the United Steel, Paper and Forestry, Rubber,
Manufacturing, Energy, Allied Industrial and Service Workers International
Union (USW) and its affiliated Local Unions and Blue Ridge Paper Products Inc.
(an ESOP Company) at each of its locations do jointly enter into the following
agreement:


There is a mutual
recognition on the part of both the Union and the Company in order to maintain
economic viability, gain a competitive advantage in the marketplace, and
maintain job security, it is necessary for Blue Ridge Paper Products Inc. to
upgrade 



 17
 






 



profitability through
increased efficiency, team effort, mutual cooperation and the elimination of
barriers to improved productivity.


It is agreed between the
parties, as part of Work Place Cultural Development, during the life of the
Agreement the Company and the Union will work together to explore either new or
improved work processes or concepts.  It
is understood that any subsequent changes that may be required in any
provisions of the Agreement are subject to negotiations and agreement between
the parties.


The method of development
of this Work Place Culture shall be determined by each location.  Its necessary and use shall be incorporated
as part of this agreement by reference.


Each Location shall have
a Work Place Culture Steering Committee. 
The provisions set forth in each Local supplement shall determine the
creation and maintenance of this Committee.


ARTICLE
XXXI

ESOP RECOGNITION AND ELECTION


The Bargaining Unit
members recognize with the ratification of this Labor Agreement they are accepting
the Employee Stock Ownership Plan (ESOP) as a part of this Agreement.  The ESOP, along with its supporting documents
is incorporated herein by reference. (See Appendix C)


A.
Board of Directors


1. The Company and the
Union acknowledge that every member of the Company’s Board of Directors (Board,
members of such Board, Directors) has a fiduciary duty to the Company and all
of its stockholders.


2. The Company agrees that the Union shall have the right, subject to
the procedure; the Directors’ discharge of their fiduciary duties; and as
described below, to designate three (3) individuals to serve on the Board.


a. The International President shall provide the Board’s Chairman with
the names and resumes of the individuals whom s/he wishes to have serve on the
Board.


b. Provided that the individuals are acceptable to the Chairman, (it
being understood that in all respects each individual will be dealt with
separately) such acceptance not to be unreasonably withheld, the Chairman shall
promptly recommend such individual(s) to the Board’s Nominating Committee, who
absent compelling reasons to the contrary, shall promptly recommend such
individual(s) to the full Board for election at its next meeting.


c. Once elected, the individual(s) shall be recommended by the Board
for election by the shareholders to serve a regular term at the Company’s next
Annual Meeting of Shareholders.



 18
 






 



3. If after election, the
individual(s) becomes unwilling or unable to serve, or the Union wishes to
replace one or all of them, the International President shall provide the Board’s
Chairman with the name of a new individual(s) whom s/he wishes to have serve on
the Board and the process outlined above shall thereafter be followed.  In such case the individual(s) previously
named by the International President may be removed from or not nominated for
re-election to the Board.


4. At the time that any person is nominated by the Union as provided in
this Section A, said nominee shall acknowledge in whatever fashion such
acknowledgement is given by all of the Company’s other Directors, that such
nominee, if elected to the Board, would have a fiduciary duty to the Company
and its stockholders.


B.            Benefit Pool


There shall be a pool of funds established from unused funds that
result from the contribution from Blue Ridge Paper Products to employee
benefits.  At the conclusion of the Labor
Agreement or the sale of Blue Ridge Paper Products, any funds that remain in
this pool, including any earned interest, shall be distributed to bargaining
unit employees.  This distribution shall
be in some type of monetary compensation.


ARTICLE XXXII

ESOP DISPUTE RESOLUTION


Any ESOP Plan or Board of
Directors disputed issues or fiduciary responsibility issues shall be handled
in the following manner:


1.               The ESOP Plan
Administration Committee shall appoint a Mediator to explore resolution of the
dispute.


2.               Failing to achieve
resolution of the dispute by a Mediator, the complainant and the ESOP shall
mutually agree on an arbitrator to hear the disputed issue.  At the conclusion of the hearing the
arbitrator shall be required to provide the Parties with an immediate
decision.  The arbitrator’s decision
shall be final and binding on all parties.


ARTICLE
XXXIII

ESOP PLAN ADMINISTRATION COMMITTEE


There shall be an ESOP
Plan Administration Committee created and maintained for the ESOP.  This Committee shall have two (2) Union
members nominated and elected to this position. 
These members shall be from the Canton and Waynesville, North Carolina
locations.


There shall as well be an
ESOP Plan Administration Sub-Committee created and maintained for the
ESOP.  This Sub-Committee shall have two
(2) Union members 



 19
 






 



nominated and elected to
this position from each DairyPak location. 
All committee positions shall be for terms of two (2) years.


ARTICLE
XXXIV

ESOP TRUST COMMITTEE


There shall be an ESOP
Trust Committee created and maintained. 
This committee shall have two (2) Union members nominated and elected to
this committee.


There shall be an ESOP
Trust Sub-Committee created and maintained. 
This Sub-Committee shall have two (2) Union members nominated and
elected to this Committee from each DairyPak location.  All committee positions shall be for terms of
two (2) years.


ARTICLE
XXXV

COMMITTEE COMPENSATION


All Board of Director and
Committee positions shall be reimbursed for any hours lost from work at their
regular rate of pay.  The Company shall
pay this reimbursement.


ARTICLE
XXXVI

SEVERANCE PAY


In the event a plant must
sustain a permanent curtailment or shut down, an employee with one (1) or more
year’s plant seniority will be eligible for severance pay.


A laid off employee
entitled to severance pay will be paid one (1) week of pay for each year of
continuous service at his classified rate of pay.


The employee’s continuous
service shall be calculated from his most recent date of hire without further
interruption in service.


If an employee is
recalled after having received all the severance pay due, he or she, will begin
again as of the date of his or her return accumulating a period of time which
will be credited toward any future lay-off.



 20
 






 



This Master Agreement,
including any appendix or exhibits hereto, and the Local Supplemental
Agreements, embodies the entire agreement and understanding of the parties in
all respects.  This Master Agreement and
the Local Supplemental Agreements supersede all prior agreements and
understandings between the parties.



 21
 






 



IN WITNESS WHEREOF, the
parties hereto, have caused their names to be subscribed below by their duly
authorized officers and representatives as of this              
day of                         ,
2006.


	
  United Steelworkers, AFL-CIO/CLC

  	
   

  	
  Blue Ridge Paper Products Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  41 Main Street

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Canton, NC, 28716

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /S/ Darrell E. Douglas

  	
   

  
	
   

  	
   

  	
  Leo G. Gerard

  	
   

  	
   

  	
  Darrell E. Douglas

  	
   

  
	
   

  	
   

  	
  International
  President

  	
   

  	
   

  	
  VP-Human Resources

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  /S/ Terry Huskey

  	
   

  
	
   

  	
   

  	
  James D. English

  	
   

  	
   

  	
  Terry Huskey

  	
   

  
	
   

  	
   

  	
  International
  Secretary-Treasurer

  	
   

  	
   

  	
  VP-Gen. Mgr. Paper Division

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  /S/ Robert M. Shanahan

  	
   

  
	
   

  	
   

  	
  Thomas Conway

  	
   

  	
   

  	
  Robert M. Shanahan

  	
   

  
	
   

  	
   

  	
  International Vice President

  	
   

  	
   

  	
  VP-Mfg., Mill Mgmt.-Canton, NC

  	
   

  
	
   

  	
   

  	
  Administration

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  /S/ David M. Lewallen

  	
   

  
	
   

  	
   

  	
  Fred Redmond

  	
   

  	
   

  	
  David M. Lewallen

  	
   

  
	
   

  	
   

  	
  International Vice President

  	
   

  	
   

  	
  VP-Operations, DairyPak

  	
   

  
	
   

  	
   

  	
  Human Affairs

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  /S/ Alan W. Denney

  	
   

  
	
   

  	
   

  	
  C.L. “Connie” Entrekin

  	
   

  	
   

  	
  Alan W. Denney

  	
   

  
	
   

  	
   

  	
  Director, District 9

  	
   

  	
   

  	
  VP & Gen. Mgr. Extrusion— 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Waynesville

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Stan Johnson

  	
   

  	
   

  	
  /S/ James E. Froehlich

  	
   

  
	
   

  	
   

  	
  Assistant to the Director, District 9

  	
   

  	
   

  	
  James E. Froehlich

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Director Human Resources-Canton

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Local
  Union Negotiating Committee:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  /S/ Chuck Grotsky

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chuck Grotsky

  	
   

  
	
   

  	
   

  	
  /S/ Howard
  Taylor

  	
   

  	
   

  	
   

  	
  Manager HROD-Olmsted Falls, OH

  	
   

  
	
   

  	
   

  	
  President Local
  No. 507

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  /S/ Larry Foster

  	
   

  
	
   

  	
   

  	
  /S/ Robert Riggs

  	
   

  	
   

  	
   

  	
  Larry Foster

  	
   

  
	
   

  	
   

  	
  President Local
  No. 673

  	
   

  	
   

  	
  Plant Manager-Clinton, IA

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /S/ Mark Howard

  	
   

  	
   

  	
   

  	
  /S/ Jeff Hykin

  	
   

  
	
   

  	
   

  	
  President Local
  No. 761

  	
   

  	
   

  	
  Jeff Hykin

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Plant Manager-Olmsted Falls, OH

  	
   

  
	
   

  	
   

  	
  /S/ Pat Kitchens

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  President Local
  No. 794

  	
   

  	
   

  	
  /S/ Victor G. Orr

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Victor G. Orr

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Plant Manager-Athens, GA

  	
   

  



 



 22














 


Appendix
A


AGREEMENT ON
PROFIT SHARING


On this 14th day of May 1999, Blue Ridge Paper Products
Inc. hereinafter referred to as the Company, and the USW and its Locals, hereby
agree to the establishment of this Profit Sharing Plan for the purpose of
providing profit sharing contributions by the Company to eligible employees:


1.              Eligibility


Eligible employees are all active employees of Blue
Ridge Paper Products Inc., including those who retire, die, go on military,
pregnancy, union or sick leave, or are laid off during a Plan Year, who have
completed the probationary period (as set forth under the Collective Bargaining
Agreement between the parties) as of the last day of such Plan Year, and have
completed 1,000 or more hours.  Plan
Years end on December 31.


2.              Contribution Formula


The total Profit Sharing Contribution each Plan Year
shall be an amount equal to 10% of Profit, as defined in Section 3.


3.              Definition of Profit


Profit means the Company’s reported profit, before
income taxes, and before deductions.


4.              Allocation of
Benefits


The total Profit Sharing Contribution shall be divided
equally among eligible employees, as determined under the Eligibility
clause.  Eligible employees or their
beneficiaries who retire, die, go on military, pregnancy, union or sick leave,
or are laid off during a Plan Year will receive their applicable profit sharing
check for the Plan Year the event occurs.


5.              Distribution of
Benefits


The Company shall pay all Profit Sharing Benefits by
separate check within 90 days following the close of the Plan Year.


6.              Audits and Reports


Future changes in the Company’s accounting procedures
should not significantly affect payments under this Plan.  The parties shall meet prior to the
determination of the annual Profit Sharing Contribution to discuss the
adjustments, if any, needed to offset such changes.



 23
 






 



All computations and adjustments required under this
Plan shall be reviewed by an Auditor, who shall be from an independent
Certified Public Accounting firm that is mutually acceptable to the Company and
the Union.  As soon as practicable after
the close of each Plan Year, the Auditor shall provide the Union with a report
on the operation of the Plan.  Such
report shall include information on the adjustments, if any, that are necessary
to determine Profits in Section 3, and other relevant information reflecting
Plan experience.  In addition, the
Company shall respond as soon as practicable to requests from the Union for
information supporting the Profit Sharing Contribution calculations.  The Union shall have access to all financial
records for the purpose of verifying the profit sharing calculations.


If the Union should question a conclusion or decision
of the Auditor, the Auditor shall review its methods and procedures with the
Union and will take into account any new information, which may be developed by
such review.


7.              Other Understandings


A.           In the event an
otherwise eligible employee dies during a Plan Year, his/her Profit Sharing
Benefit shall be paid to the person designated as his/her Beneficiary under the
Company’s group life insurance plan.


B.             The parties agree to
refer any disagreement over the interpretation of the terms of this Agreement
to a mutually acceptable impartial person or persons for resolution.


8.              Effective Dates and
Duration


The Plan will become effective May 14, 1999.  This Agreement and the Plan will continue in
effect until May 13, 2006, and will continue from Plan Year to Plan Year
thereafter unless either party, upon written notice to the other, requests a
modification, change or termination of the Agreement at the end of such yearly
period; provided further, the party requesting such modifications shall, at
least sixty (60) days prior to December 31st, or prior to the completion of any such
subsequent yearly period, as the case may be, serve notice in writing upon the
other party setting forth such changes or modifications so desired, together
with a request that a meeting be held to discuss such proposals, and both
parties shall thereupon arrange such meetings as may be required for the
purpose of negotiating on such proposals.



 24
 






 



Appendix B


HOURLY RELOCATION
GUIDELINES


At the time a Blue Ridge
manufacturing location makes a decision to fill an hourly job position(s) from
outside the facility (new hire), the following guidelines will apply per
Article VIII (Seniority), Section I (Transfers), of the new master Labor
Agreement.  Note:  These guidelines are effective for all
current Blue Ridge Paper Products Inc. manufacturing facilities.


1.               When a vacancy
occurs, prior to hiring a new employee, incumbent Blue Ridge employees shall be
given an opportunity for transfers between locations.  It will be the responsibility of the location
Human Resources representatives to notify other Blue Ridge manufacturing
facilities of vacancies utilizing the attached form (A).  This form will be transmitted after all
internal bidding procedures have been utilized at a facility and a decision has
been made to fill the vacancy externally.


2.               “Incumbent Blue
Ridge employees,” as used above, includes current active employees as well as
laid off employees so long as they continue to maintain recall rights under the
terms of their location labor agreement.


3.               Although current
Blue Ridge incumbent employees shall be considered prior to hiring from the
outside, interested employees are still subject to the selection criteria
(i.e., interview, testing, drug screening, etc.) in effect at the receiving
location.  Whenever possible the
selection process will be coordinated with the interested employee’s current
location to minimize travel (i.e., telephone interview, local testing and/or
drug screening, etc.).  It must also be
understood that the receiving location controls the timing of their vacancies
and to be considered the employee must be able and willing to make themselves
available based upon the time constraints of the receiving location.


4.               If an incumbent
employee satisfies the hiring criteria and accepts an offer of employment at
another Blue Ridge facility, they will establish a new plant seniority date
consistent with the date they report for work at their new location.  Transferring employees will not be subject to
the new hire probationary period at the receiving location.


5.               Transferring
employees shall only retain their prior location seniority for earned vacation
and pension.  Their selection of specific
vacation weeks will be in accordance with their new seniority and vacation
scheduling procedures at their new location.



 25
 






 



6.               Any existing
waiting periods for employee benefits will be waived for a transferring
employee and the employee will be immediately eligible for those benefits in
effect at the new location.


7.               A transferring
employee will maintain membership in the international union and will be a
member of the local union on the date of transfer.



 26
 






 



Appendix C


EMPLOYEE STOCK
OWNERSHIP PLAN


Refer to Blue Ridge Paper
Products Inc. Employee Stock Ownership Plan incorporated herein by
reference. Copies of the Plan are available from


The Blue Ridge ESOP


41 Main St.


Canton, NC 28716


Attn:  ESOP Coordinator



 27
 






 



Appendix D


Listing of Side Letter
Agreements and MOA’s incorporated in the Master Agreement by reference.


1. MOA regarding Health
Care Program for 2003 and future years, dated November 2. 2002.


2. MOA regarding “Clarification
of Article XX “Leave of Absence, Section D., “Family Medical Leave”, effective
April, 28, 2004.


3. MOA interpreting
Article V of the Master Labor Agreement, dated January 20, 2005.


4. Side Letter Agreement
dated July 10, 2006 regarding a potential future Acquisition of or by Blue
Ridge Paper Products Inc.


5. Side Letter Agreement
dated July 10, 2006 regarding the “Right to Terminate” the Labor Agreement by
the Union upon the occurrence of certain circumstances.


 



 28