Exhibit
3.2





















AMENDED
AND RESTATED




LIMITED
LIABILITY COMPANY AGREEMENT




OF




VERSO
PAPER HOLDINGS LLC




A
Delaware Limited Liability Company














AMENDED
AND RESTATED
 LIMITED
LIABILITY COMPANY AGREEMENT
 OF
 VERSO
PAPER HOLDINGS LLC
  This
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of VERSO
PAPER HOLDINGS LLC (the "Company") is
effective as of January 25, 2007.
  WHEREAS,
the Company has heretofore been formed as a limited liability company under the
Delaware Limited Liability Company Act (6 Del.C. §18-101, et
seq.),as amended from time to time (the "Mt"), pursuant to that certain
Limited Liability Company Agreement, dated as of June 2, 2006 (the "Original
Agreement"), by the Member; and
  WHEREAS,
the Member desires to amend and restate the Original Agreement and to continue
the Company as set forth herein.
  NOW,
THEREFORE, the Member hereby duly amends and restates the Original Agreement in
its entirety and adopts this Agreement pursuant to and in accordance with the
Act, and hereby agrees as follows:
  1.  Formation. A
Certificate of Formation was filed by the Member with the office of the
Secretary of State of the State of Delaware on June 6, 2006. The rights and
obligations of the Member and the administration of the Company shall be
governed by this Agreement and the Act. This Agreement shall be considered the
"Limited Liability Company Agreement" of the Company within the meaning of
Section 18-101(7) of the Act. In the event of any inconsistency between any of
the terms and conditions contained in this Agreement and any non-mandatory
provision of the Act, the terms and conditions contained in this Agreement shall
govern.
  2.  Member. Verso Paper
Finance Holdings Two LLC is the sole member of the Company (the "Member").
  3.  Purpose. The Company
may engage in any and all businesses or activities in which a limited liability
company may be engaged under applicable law (including, without limitation, the
Act).
  4.  Name. The name of the
Company shall be Verso Paper Holdings LLC.
  5.  Registered Agent and
Principal Office. The registered office and registered agent of the
Company in the State of Delaware shall be as the Member may designate from time
to time. The Company's initial principal office shall be located at 6775 Lenox
Center Court, Memphis, Tennessee 38115. The Company may have such other offices
as the Member may designate from time to time.
  6.  Term of Company. The
Company commenced on June 6, 2006, the date on which its Certificate of
Formation was filed with the office of the Secretary of State of the State
of











Delaware,
and shall exist in perpetuity or until its business and affairs are earlier
wound up following proper dissolution.
  7. Board of Directors: Managers
and Officers.
  (a) Management of the
Company. The management of the Company shall be vested exclusively in the
Board of Directors (the "Board"), which may
from time to time by resolution delegate authority to the Officers or to others
to act on behalf of the Company. Except as otherwise expressly provided in this
Agreement, the Member hereby specifically delegates to the Board its rights and
powers to manage and control the business and affairs of the Company in
accordance with the provisions in Section 18-407 of the Act. The Member hereby
expressly retains its right to bind the Company as contemplated by the
provisions of Section 18-402 of the Act.
  (b) Board of
Directors.
  (1)  The Member
shall appoint individuals to serve on the Board (each a "Director"). The
Board shall consist of no less than five and no more than nine Directors. As of
the effective date of this Agreement, the Directors shall be Joshua J. Harris,
Michael A. Jackson, Scott M. Kleinman, David W. Oskin, L.H. Puckett, and Jordan
C. Zaken, and the Chairman of the Board shall be Scott M. Kleinman. The Member
expressly retains the right, by written action filed with the minutes of
proceedings of the Board, to increase or decrease the number of Directors who
serve on the Board.
  (2)  The
presence of a majority of the Directors then appointed at a meeting of the Board
shall constitute a quorum. A quorum must exist at all times of a meeting,
including the reconvening of any meeting that has been adjourned, for any action
taken at such meeting to be valid. All decisions and actions of the Board shall
be taken by a majority of the Directors present at such meeting at which a
quorum exists in order for such decision or action to be valid.
  (c) Frequency of Board
Meetings.
  (1)  The Board
shall hold regular meetings not less frequently than quarterly at such place and
time as shall be determined by the Member. Special meetings of the Board may be
held at the offices of the Company or such other place as shall be determined by
the Board, and shall be called at the direction of any Director or the President
of the Company upon not Iess than five business days' notice given by the
President or the Secretary of the Company (which Officers shall give such notice
if properly directed to do so as aforesaid). Emergency meetings of the Board may
be held at the offices of the Company or such other place as shall be determined
by the Board, and shall be called at the direction of any Director or the
President of the Company upon not less than one business day's notice,
specifying in reasonable detail the nature of such emergency, given by the
President or the Secretary of the Company (which Officers shall give such notice
if properly directed to do so as aforesaid).
  (2)  With
respect to each regular meeting and special meeting of the Board, not later than
five business days before such meeting, the President or the Secretary of the
Company shall deliver to each Director, together with the notice of each such
meeting, an agenda
   2




specifying
in reasonable detail the matters to be discussed at the applicable Board
meeting. Any Director who wishes to have any additional matter discussed at any
such meeting shall give notice of such matter to the Secretary of the Company
and each other Director not later than two business days prior to any such
meeting.
  (d)  Removal of Directors;
Vacancies. The Member may at any time remove any Director appointed
pursuant to Section 7(b)(1) with or without cause. In the event a vacancy occurs
on the Board as a result of the retirement, removal, resignation or death of a
Director, such vacancy shall be filled by the Member.
  (e)  Approval Required.
The Board shall have authority with respect to all aspects of the operation of
the Company. Without limiting the generality of the foregoing, the Company shall
not take any of the actions specified in the Management Authorization Limits, a
copy of which is attached hereto as Annex A, as the same
may be amended and approved by the Board from time to time (the "Management
Authorization Limits"), except pursuant to the approval of the party to whom
authority is granted for such actions as set forth in the Management
Authorization Limits, including the approval of the Board by formally documented
authorization where so required.
  (f)  Action by Written
Consent. Any action required or permitted to be taken by the Board,
either at a meeting or otherwise, may be taken without a meeting of the Board by
a written consent thereto signed by each Director and filed with the minutes of
proceedings of the Board. Any action required or permitted to be taken by the
Board may be taken by a written consent thereto signed by the Member and filed
with the minutes of proceedings of the Board.
  (g)  Telephonic Meetings.
Directors may participate in a meeting of the Board by means of a conference
telephone or similar communications equipment through which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at such meeting.
  (h)  Subsidiaries. The
composition of the board of directors, committees of the board of directors, and
officers of each of the Company's subsidiaries shall be identical to that of the
Company. The Management Authorization Limits shall apply equally to the
Directors and Officers in their capacity as directors and officers of the
Company's subsidiaries. Actions taken by the Directors and Officers relating to
the Company's subsidiaries shall be deemed to have been taken by the Directors
and Officers in their capacity as directors and officers of such
subsidiaries.
  (i)  Company Minutes. The
decisions and resolutions of the Member, the Board and committees of the Board
shall be reported in minutes, which shall state the date, time and place of the
meeting (or the date of the written consent in lieu of meeting), the Directors
or committee members present at the meeting, the resolutions put to a vote (or
the subject of a written consent), and the results of such voting (or written
consent). The minutes shall be entered in a minute book kept at the principal
office of the Company, and a copy of the minutes shall be provided to each
Director or committee member, as applicable.
  3




(j)  Executive Committee.
The Company shall establish and maintain an Executive Committee of the Board, in
accordance with applicable law, which shall consist of a more manageable number
of members than the full Board and of members who are readily able to respond to
requests for and attend meetings. The Executive Committee shall have the
authority to exercise the powers of the Board for certain actions of the Board
as set forth in the Management Authorization Limits, except in cases where
action of the entire Board is required by applicable law or the Management
Authorization Limits. The Executive Committee shall initially consist of three
Directors. As of the effective date of this Agreement, the members of the
Executive Committee shall be Michael A. Jackson, Scott M. Kleinman, and Jordan
C. Zaken, and the Chairman of the Executive Committee shall be Scott M.
Kleinman. The Executive Committee shall meet at such place and time as
determined by the Member.
  (k)  Audit Committee. The
Company shall establish and maintain an Audit Committee which shall initially
consist of two Directors. As of the effective date of this Agreement, the
members of the Audit Committee shall be Scott M. Kleinman and Jordan C. Zaken,
and the Chairman of the Audit Committee shall be Scott M. Kleinman. The Audit
Committee shall meet at such place and time as determined by the
Member.
  (1) Compensation
Committee. The Company shall establish and maintain a Compensation
Committee which shall initially consist of two Directors. As of the effective
date of this Agreement, the members of the Compensation Committee shall be Scott
M. Kleinman and Jordan C. Zaken, and the Chairman of the Compensation Committee
shall be Scott M. Kleinman. The Compensation Committee shall meet at such place
and time as determined by the Member.
  (m)  Environmental, Health and
Safety Committee. The Company shall establish and maintain an
Environmental, Health and Safety ("EH&S") Committee which shall initially
consist of three Directors. As of the effective date of this Agreement, the
members of the EH&S Committee shall be Michael A. Jackson, Scott M. Kleinman
and Jordan C. Zaken, and the Chairman of the EH&S Committee shall be Jordan
C. Zaken. The EH&S Committee shall meet at such place and time as determined
by the Member.
  (n)  Director
Compensation.
  (1)  Retainer. The Company
shall compensate each Director who is not an Officer (each a "Non-Employee
Director") for serving as a Director at the annual rate of $40,000 per
year, payable in equal quarterly installments.
  (2)  Meeting Fees and
Expenses. In addition to the compensation set forthin Section 7(n)(1), the Company shall compensate each Non-Employee
Director for attending the meetings of the Board with a payment of $2,000 per
meeting attended in person or $1,000 per meeting attended by telephone. The
Company shall compensate each Non-Employee Director for attending the meetings
of the committees of the Board with a payment of $1,000 per meeting attended in
person or $500 per meeting attended by telephone. The Company shall provide
reimbursement to each Director for any reasonable expenses incurred by such
Director in attending a meeting of the Board or any committee
thereof.
   4
  (3) Unit Grants. Each
Non-Employee Director shall be awarded 2,000 Class
 D Units of
the Company's indirect parent, Verso Paper Management LP in accordance with the
terms of the Amended and Restated Agreement of Limited Partnership of Verso
Paper Management LP dated December 5, 2005.
  (o)  No Reimbursements.
Except as set forth in this Agreement or otherwise agreed upon by the
Compensation Committee, the Company shall not reimburse the Directors for any
expenses incurred by the Directors on behalf of the Company.
  (p)  Officers.
  (1) The
Company shall have employees or agents who are denominated as officers
(including, but not limited to, a Chief Executive Officer (the "CEO"), a
President, one or more Vice Presidents, a Chief Financial Officer and a
Secretary) as the Board may designate from time to time (the "Officers"). As of
the effective date of this Agreement, the Officers shall be as
follows:
      Name
                
                OfficeMichael A.
      Jackson
                
                President and Chief
      Executive OfficerLyle J.
    Fellows
                
                Senior Vice President
      - ManufacturingRobert P.
    Mundy
                
                Senior Vice
      President, Chief Financial Officer andAssistant
      SecretaryMichael A.
      Weinhold
                
                Senior Vice President
      - Sales and MarketingBenjamin Hinchman,
      IV
                
                Vice President and
      Chief Information OfficerPeter H.
    Kesser
                
                Vice President,
      General Counsel and SecretaryCraig J.
    Liska
                
                Vice President -
      SustainabilityRicardo
    Moncada
                
                Vice President -
      Human ResourcesBob M.
    Wilhelm
                
                Treasurer and
      Assistant Secretary
  
 (2)  The
Officers shall be subject to the authority of the CEO and shall be responsible
for implementing the decisions of the Board and conducting the ordinary and
usual business and affairs of the Company, including, subject to the policies
and limitations established by, and the supervision of, the Board, and subject
to the terms of this Agreement, including, without limitation, Section 7(e).
Without limiting the generality of the foregoing, the Officers shall not take
any of the actions specified in the Management Authorization Limits except
pursuant to the approval of the party to whom authority is granted for such
actions as set forth therein, including the approval of the Board by formally
documented authorization where so required.
  (3)  The
Officers shall be entitled to receive for their services to the Company such
compensation to be paid by the Company as may be determined by the Compensation
Committee in consultation with the CEO from time to time. The Officers shall at
all times be subject to the supervision and control of the Board and shall
conform to policies and procedures established by the Board, and the scope of
the Officers' authority shall be limited to such policies
  5
  and
procedures. The acts of the Officers shall bind the Company when they are within
the scope of the authority of such Officers. Except as otherwise authorized by
the Board or the CEO, and except as set forth in the Management Authorization
Limits, no other Person shall have authority to bind or act for, or assume any
obligations or responsibilities on behalf of, the Company. The Officers shall
keep the Board informed as to all matters of concern to the
Company.
  (4)
Nothing in this Section 7(p) shall be construed so as to limit the authority of
the Member to act for and bind the Company.
  8.  Other Activities. The
Member may engage or invest in, and devote its time to, any other business
venture or activity of any nature and description (independently or with
others), whether or not such other activity may be deemed or construed to be in
competition with the Company. The Company shall not have any right by virtue of
this Agreement or the relationship created hereby in or to such other venture or
activity of the Member (or to the income or proceeds derived therefrom), and the
pursuit thereof, even if competitive with the business of the Company, shall not
be deemed wrongful or improper.
  9.  Standards of Conduct.
Whenever the Member or any person to whom the Member delegates authority or
responsibility pursuant to Section 7, including, without limitation, the Board
(each, an "Authorized
Delegate"), is required or permitted to make a decision, take or approve
an action, or omit to do any of the foregoing, the Member or such Authorized
Delegate shall be entitled to consider only such interests and factors,
including its own, as it desires, and shall have no duty or obligation to
consider any other interests or factors whatsoever. To the extent that the
Member or an Authorized Delegate has, at law or in equity, duties (including,
without limitation, fiduciary duties) to the Company or any other person, the
Member or such Authorized Delegate acting in accordance with this Agreement
shall not be liable to the Company or such other person for its good faith
reliance on the provisions of this Agreement. The Member or an Authorized
Delegate shall, in the performance of the Member's or such Authorized Delegate's
duties, be fully protected (including, without limitation, to the full extent
provided under Section 18-407 of the Act) in relying in good faith upon the
records of the Company and upon such information, opinions, reports or
statements presented to the Company by any of the Officers, employees of the
Company, or Authorized Delegates, or by any other person as to matters the
Member or such Authorized Delegate reasonably believes are within such other
person's professional or expert competence. The provisions of this Agreement, to
the extent that they restrict the duties of the Member or an Authorized Delegate
otherwise existing at law or in equity, replace such other duties to the
greatest extent permitted under applicable law.
  10.  Limited Liability.
Except as otherwise required by any non-waivable provision of the Act or other
applicable law, the Member and any Authorized Delegate shall not be personally
Iiable in any manner whatsoever for any debt, liability or other obligation of
the Company, whether such debt, liability or other obligation arises in
contract, tort or otherwise.
  11.  Capital
Contributions. The Member has contributed capital to the Company in the
amount reflected on the books and records of the Company. Subsequently, the
Member may make capital contributions to the Company from time to time, but
shall not be required to make any capital contributions.
  6
  12.  Allocations;
Distributions. Each item of income, gain, loss, deduction, credit and
other tax items of the Company shall be allocated 100% to the Member. Each
distribution of cash or other property by the Company shall be made 100% to the
Member.
  13.Indemnification.
  (a)  The
Company shall indemnify and hold harmless the Member and each Authorized
Delegate (including, without limitation, each Director and Officer) to the full
extent permitted by law from and against any and all damages, liabilities,
losses, costs and expenses (including attorneys' fees and disbursements),
judgments, fines, settlements, and other amounts (collectively, "Costs") arising from
any and all claims, demands, actions, suits, or proceedings (civil, criminal,
administrative, or investigative) (collectively, "Actions") in which
the Member or an Authorized Delegate may be involved, or threatened to be
involved as a party or otherwise, relating to the performance or nonperformance
of any act concerning the activities of the Company; provided, however, that
such indemnification (i) shall be for alleged acts or omissions made by the
Member in its capacity as manager or an Authorized Delegate in its official
capacity and (ii) shall include indemnification for negligence, but exclude
indemnification (A) for acts or omissions involving gross negligence, actual
fraud or willful misconduct or (B) with respect to any transaction from which
the indemnitee derived an improper personal benefit. The right to
indemnification conferred in this Section 13(a) shall include the right to be
paid by the Company the expenses (including attorneys' fees) incurred in
defending any action in advance of its final disposition (an "advancement of
expenses") and shall not be exclusive of any other right that the Member
or an Authorized Delegate may have or hereafter acquire under any statute,
agreement, action of the Member, vote of the Board of Directors, or otherwise.
The right to indemnification and to the advancement of expenses conferred in
this Section 13(a) shall be a contract right, and such right shall continue as
to an indemnitee who has ceased to be an Authorized Delegate and shall inure to
the benefit of the indemnitee's heirs, executors and
administrators.
  (b)  The
Company, upon authorization by the Member or the Board of Directors, may grant
rights to indemnification and advancement of expenses to any manager, Officer,
employee or other agent of the Company to the full extent permitted by
law.
  (c)  The
Company, at its expense, may maintain insurance to protect itself and any
director, manager, Officer, employee or other agent of the Company or any other
limited liability company, corporation, partnership, joint venture, trust or
other enterprise against any liability, loss or expense. The Company may
maintain such insurance regardless of whether it would have the power to
indemnify such person against such expense, liability or loss under the
Act.
  (d)  Notwithstanding
the foregoing, any and all indemnification and advancement of expenses
obligations of the Company shall be satisfied only from the assets of the
Company, and the Member shall have no liability or responsibility
therefor.
  14.  Dissolution and Winding
Up. The Company shall dissolve and its business and affairs shall be
wound up pursuant to a written instrument executed by the Member. In such event,
after satisfying creditors, all remaining assets shall be distributed to the
Member.
  7




15.  Amendments. This
Agreement may be amended or modified from time to time only by a written
instrument executed by the Member.
  16.  Governing Law. The
validity and enforceability of this Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware without regard to other
principles of conflicts of law.
   [signature
page follows]
  8






IN WITNESS
WHEREOF, the undersigned has duly executed this Agreement as of the date first
written above.










VERSO
      PAPER FINANCE HOLDINGS TWO LLCBy:
            /s/ Michael A. JacksonMichael A. JacksonPresident


















Verso
Paper Holdings Amended and Restated LLC
Agreement