Exhibit 10.5
    

    
      

      FIRST AMENDMENT
TO
CONFIDENTIALITY AND
      NON-COMPETITION AGREEMENT
    

    
      


    

    
      This First Amendment to Confidentiality and Non-Competition Agreement
      (this “Amendment”) is made and entered into as of December
      31, 2008, by and between Verso Paper Holdings LLC, a Delaware limited
      liability company (“Verso Paper”), and Peter H. Kesser (“Employee”).
    

    
      Introduction.  Verso Paper and Employee are parties to the
      Confidentiality and Non-Competition Agreement dated as of January 1,
      2008 (the “Agreement”).  Verso Paper and Employee desire to
      modify certain terms of the Agreement as set forth in this
      Amendment.  This Amendment is intended to be adopted in good faith
      compliance with Section 409A of the Internal Revenue Code of 1986, as
      amended (the “Code”), and the Department of Treasury
      Regulations and other interpretive guidance promulgated thereunder
      (collectively, “Section 409A”).  Based on the foregoing,
      and in consideration of the mutual promises and covenants set forth
      herein, Verso Paper and Employee hereby agree as follows:  
    

    
      1.        Defined Terms.  Capitalized
      terms used but not otherwise defined herein shall have the meanings
      assigned to such terms in the Agreement.
    

    
      2.        Amendment to
      Section 6(a).  The second sentence of Section 6(a) is hereby amended
      to add the phrase “Subject to Section 9(b),” to the beginning of such
      sentence.
    

    
      3.        Amendment to Section 6(b).  The
      first sentence of Section 6(b) is hereby amended to add the phrase
      “Subject to Section 9(b),” to the beginning of such sentence.  The last
      sentence of Section 6(b) is hereby amended to add the phrase “, but in
      any event within the period required by Section 409A (as defined below),
      such that it qualifies as a “short-term deferral” within the meaning of
      Treasury Regulation Section 1.409A-1(b)(4)” to the end of such sentence.
    

    
      4.        Amendment to Section 6(c).  The
      first sentence of Section 6(c) is hereby amended to add the phrase
      “Subject to Section 9(b),” to the beginning of such
      sentence.  The last sentence of Section 6(c) is hereby amended and
      restated in its entirety as follows:
    

    
      “Verso Paper shall contribute on Employee’s behalf, on a date determined
      by Verso Paper but in any event within the ninety (90) day period
      following the date of Employee’s termination of employment, the value of
      his Lost Retirement Benefits to the Verso Paper Deferred Compensation
      Plan in a lump sum payment.”
    

    
      5.        Amendment to
      Section 9.  Section 9 is hereby amended and restated in its entirety
      as follows:
    

    
      “9.       Section 409A of the Code.
    

    
      (a)       General.  The
      parties hereto acknowledge and agree that, to the extent applicable,
      this Agreement shall be interpreted in accordance with, and incorporate
      the terms and conditions required by, Section 409A of the Internal
      Revenue Code of 1986, as amended, and the Department of Treasury
      Regulations and other interpretive guidance issued thereunder, including
      without limitation any such regulations or other guidance that may be
      issued after the date hereof (“Section 409A”).  Notwithstanding
      any provision of this Agreement to the contrary, in the event that Verso
      Paper determines that any amounts payable hereunder will be immediately
      taxable to Employee under Section 409A, Verso Paper and Employee shall
      cooperate in good faith to (i) adopt such amendments to this Agreement
      and appropriate policies and procedures, including amendments and
      policies with retroactive effect, that they mutually determine to be
      necessary or appropriate to preserve the intended tax treatment of the
      benefits provided by this Agreement, to preserve the economic benefits
      of this Agreement and to avoid less favorable accounting or tax
      consequences for Verso Paper and/or (ii) take such other actions as
      mutually determined to be necessary or appropriate to exempt any amounts
      payable hereunder from Section 409A or to comply with the requirements
      of Section 409A and thereby avoid the application of penalty taxes
      thereunder.  No provision of this Agreement shall be interpreted or
      construed to transfer any liability for failure to comply with the
      requirements of Section 409A from the Employee or any other individual
      to Verso Paper or any of its affiliates, employees or agents.  
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (b)       Separation from Service
      under 409A.  Notwithstanding any provision to the contrary in this
      Agreement:  (i) no amount shall be payable pursuant to Section 6 unless
      the termination of Employee’s employment constitutes a “separation from
      service” within the meaning of Section 1.409A-1(h) of the Department of
      Treasury Regulations; (ii) if Employee is deemed at the time of his
      separation from service to be a “specified employee” for purposes of
      Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement
      of any portion of the termination benefits to which Employee is entitled
      under this Agreement (after taking into account all exclusions
      applicable to such termination benefits under Section 409A), including,
      without limitation, any portion of the additional compensation awarded
      pursuant to Section 6, is required in order to avoid a prohibited
      distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of
      Employee’s termination benefits shall not be provided to Employee prior
      to the earlier of (A) the expiration of the six-month period measured
      from the date of Employee’s “separation from service” with Verso Paper
      (as such term is defined in the Department of Treasury Regulations
      issued under Section 409A) or (B) the date of Employee’s death; provided
      that upon the earlier of such dates, all payments deferred pursuant to
      this Section 9(b)(ii) shall be paid in a lump sum to Employee, and any
      remaining payments due under this Agreement shall be paid as otherwise
      provided herein; (iii) the determination of whether Employee is a
      “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the
      Code as of the time of his separation from service shall be made by
      Verso Paper in accordance with the terms of Section 409A and applicable
      guidance thereunder (including, without limitation, Section 1.409A-1(i)
      of the Department of Treasury Regulations and any successor provision
      thereto); (iv) for purposes of Section 409A, Employee’s right to receive
      installment payments pursuant to Section 6 shall be treated as a right
      to receive a series of separate and distinct payments; and (v) to the
      extent that any reimbursement of expenses or in-kind benefits
      constitutes “deferred compensation” under Section 409A, such
      reimbursement or benefit shall be provided no later than December 31 of
      the year following the year in which the expense was incurred.  The
      amount of expenses reimbursed in one year shall not affect the amount
      eligible for reimbursement in any subsequent year.  The amount of any
      in-kind benefits provided in one year shall not affect the amount of
      in-kind benefits provided in any other year.”
    

    
      6.        Section References.  Unless
      otherwise indicated, all references in this Amendment to designated
      “Sections” are to the designated Sections of the Agreement.
    

    
      7.        Continuing
      Effectiveness of Agreement.  Except as modified by the foregoing,
      the terms and conditions of the Agreement shall remain unaffected and
      shall continue in full force and effect after the date hereof.
    

    
      
        

        

      

      
        
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      8.        Counterparts.  This
      Amendment may be executed by one or more of the parties to this
      Amendment on any number of separate counterparts (including counterparts
      delivered by telecopy), and all of said counterparts taken together
      shall be deemed to constitute one and the same instrument.  Any such
      counterpart delivered by telecopy shall be effective as an original for
      all purposes.
    

    
      [Signatures are on next page.]
    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, the parties have executed this Amendment as of the
      date and year first above written.
    

    
      


    

    
    	
           
        	
          VERSO PAPER HOLDINGS LLC
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          /s/ Michael A. Jackson
        
	

        	

        	
          Michael A. Jackson
        
	

        	

        	
          President and Chief Executive Officer
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
          /s/ Peter H. Kesser
        
	

        	

        	
          Peter H. Kesser
        


    

    
      

      

      

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